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CPDC — Annual Report 2020
Nov 13, 2020
51772_rns_2020-11-13_1b2116f3-9845-4136-a284-b776caa72072.pdf
Annual Report
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Stock Code:1314
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES
Consolidated Financial Statements
With Independent Auditors’ Review Report For the Year Ended December 31, 2020
Address: No.1, Jingjian Rd., Dashe Dist., Kaohsiung City 815, Taiwan (R.O.C.) Telephone: 886-7-351-3521
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
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Table of contents
| Contents 1. Cover Page 2. Table of Contents 3. Representation Letter 4. Independent Auditors’ Review Report 5. Consolidated Balance Sheets 6. Consolidated Statements of Comprehensive Income 7. Notes to the Consolidated Financial Statements (1) Company history (2) New standards, amendments and interpretations adopted (3) Summary of significant accounting policies (4) Significant accounting assumptions and judgments, and major sources of estimation uncertainty (5) Explanation of significant accounts (6) Related-party transactions (7) Pledged assets (8) Commitments and contingencies (9) Losses Due to Major Disasters (10) Subsequent Events (11) Other (12) Other disclosures (a) Information on significant transactions (b) Information on investees (c) Information on investment in mainland China (13) Segment information |
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| 1 2 3 4 5 6 7 7~8 8~32 32~33 34~86 86~88 88 89~93 93 93 94 95~99 99~100 101~102 103~104 |
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Representation Letter
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A. The entities that are required to be included in the combined financial statements of China Petrochemical Development Corporation and its affiliates as of and for the year ended December 31, 2020 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises and Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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B. The consolidated financial statements prepared by the Company contained no misrepresentations and nondisclosures.
Company name: China Petrochemical Development Corporation Chairman: Chen Ruey-Long Date: March 23, 2021
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Independent Auditors’ Review Report
To the Board of Directors of China Petrochemical Development Corporation:
Introduction
We have reviewed the accompanying consolidated financial statements of China Petrochemical Development Corporation (“CPDC”) and its affiliates (“the Group”) as of and for the year ended December 31, 2020 by applying the review procedures in accordance with "Guidelines for the Review of Consolidated Financial Statements of Affiliated Enterprises", which are necessary to conduct the review. The review is substantially less in scope than an audit conducted in accordance with the generally accepted auditing standards. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that no material amendments or adjustments of the consolidated financial statements needed in accordance with the “ Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises” and with Regulations Governing the Preparation of Financial Reports by Securities Issuers.
As described in Notes 5(j) and 5(q) of the notes to the consolidated financial statements, a portion of the land at the Anshun plant, which is located at Annan Dist., Tainan City, was polluted. CPDC submitted for approval a remediation project proposal to the Tainan City Government in accordance with the related regulations and accrued relevant remediation project expenses. Nevertheless, CPDC has a dissenting view on the government perception about the condition of pollution and CPDC is seeking a way to define its responsibilities.
The engagement partners on the reviews resulting in this independent auditors’ review report are Chen Mei Fang and Chung Tan Tan.
KPMG
Taipei, Taiwan (Republic of China) March 23, 2021
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES
Consolidated Balance Sheets
December 31, 2020
(Expressed in Thousands of New Taiwan Dollar)
| Assets Current assets: 1100 Cash and cash equivalents (notes 3 and 5(a)) 1110 Current financial assets at fair value through profit or loss (notes 3 and 5(b)) 1120 Current financial assets at fair value through other comprehensive income (notes 3 and 5(c)) 1170 Notes and accounts receivable, net (notes 3 and 5(d)) 1200 Other receivables (notes 3, 5(d) and 6) 130X Inventories (notes 3 and 5(e)) 1410 Prepayments 1470 Other current assets (note 5(f)) Total current assets Non-current assets: 1510 Non-current financial assets at fair value through profit or loss (notes 3 and 5(b)) 1517 Non-current financial assets at fair value through other comprehensive income (notes 3 and 5(c)) 1551 Investments accounted for using equity method (notes 3 and 5(g)) 1600 Property, plant and equipment (notes 3 and 5(h)) 1755 Right-of-use assets (notes 3 and 5(i)) 1760 Investment property, net (notes 3 and 5(j)) 1780 Intangible assets (notes 3 and 5(k)) 1840 Deferred income tax assets (notes 3 and 5(t)) 1900 Other non-current assets (note 7) Total non-current assets Total assets |
December 31, 2020 Amount % $ 8,122,215 8 829,533 1 9,195 - 2,151,201 2 134,847 - 12,789,952 12 1,255,091 1 3,051,041 3 28,343,075 27 10,746,855 10 2,799,521 3 1,536,001 1 24,260,679 23 872,937 1 37,626,827 35 159,173 - 89,295 - 341,039 - 78,432,327 73 $ 106,775,402 100 Liabilities and Equity Current liabilities: 2100 Short-term loans (note 5(l)) 2130 Current contract liabilities (note 5(w)) 2170 Accounts payable 2180 Accounts payable to related parties (note 6) 2200 Other payables (note 6) 2230 Current tax liabilities (notes 3 and 5(t) 2250 Provisions-current (notes 3, 5(q) and 5(s)) 2280 Lease liabilities-current (notes 3 and 5(p)) 2320 Long-term liabilities-current portion (notes 3 and 5(m)) 2399 Other current liabilities, others Total current liabilities Non-Current liabilities: 2530 Bonds payable (notes 3 and 5(n)) 2540 Long-term bank loans (note 5(m)) 2550 Provisions-non-current (notes 3, 5(q) and (s)) 2570 Deferred income tax liabilities (notes 3 and 5(t)) 2580 Lease liabilities-non-current (notes 3 and 5(p)) 2611 Long-term bills payable (notes 3 and 5(o)) 2670 Other non-current liabilities, others Total non-currnet liabilities Total liabilities Equity attributable to owners of parent: 3110 Common stock (note 5(u)) 3200 Capital surplus (note 5(u)) Retained earnings (note 5(u)): 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings Others (notes 3 and 5(u)): 3410 Exchange differences arising on translation of foreign operations 3420 Unrealised gains or loss on financial assets at fair value through other comprehensive income Total equity attributable to shareholders of the parent: 36XX Non-controlling interests Total equity Total liabilities and equity |
December 31, 2020 Amount % $ 3,615,000 4 1,676 - 1,874,342 2 3,161 - 1,520,433 2 59,594 - 289,200 - 43,251 - 1,914,833 2 60,912 - 9,382,402 10 3,500,000 3 7,489,650 7 2,251,212 2 6,497,650 6 249,741 - 5,656,112 5 127,601 - 25,771,966 23 35,154,368 33 32,848,502 31 583,815 1 2,311,174 2 35,601,629 33 1,287,983 1 39,200,786 36 (966,202) (1) (854,259) (1) (1,820,461) (2) 70,812,642 66 808,392 1 71,621,034 67 $ 106,775,402 100 |
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See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES
Consolidated Statements of Comprehensive Income
For the year ended December 31, 2020
(Expressed in Thousands of New Taiwan Dollar , Except for Earnings Per Common Share)
| 4000 Operating revenues (notes 3, 5(w) and 6) 5000 Operating costs (note 5(e)) Gross profit Operating expenses (note 6): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Impairment loss determined in accordance with IFRS9 Loss from operations Non-operating income and expenses: 7100 Interest income (note 5(y)) 7010 Other income (notes 5(y) and 6) 7020 Other gains and losses (note 5(y)) 7050 Finance costs (notes 5(p) and 5(y)) 7060 Shares of profit (loss) of associates and joint ventures accounted for using equity method, net (note 5(g)) 7235 Gains on financial assets at fair value through profit or loss (notes 3 and 5(b)) 7255 Gains on fair value adjustment, investment property (note 5(j)) Total non-operating income and expenses Income before income tax 7950 Less: income tax expenses Net income 8300 Other comprehensive income (loss): 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Gains (losses) on remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8320 Shares of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Allocation of income tax to the above items Components of other comprehensive income that will not be reclassified to profit or loss 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences arising on translation of foreign operations 8370 Shares of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that may be reclassified to profit or loss 8399 Allocation of income tax to the above items Components of other comprehensive income that may be reclassified subsequently to profit or loss 8300 Other comprehensive income, net 8500 Total comprehensive income Net income attributable to: 8610 Shareholders of the parent 8620 Non-controlling interests Comprehensive income attributable to: 8710 Shareholders of the parent 8720 Non-controlling interests Earnings per share (notes 3 and 5(v)) Basic earnings per share Diluted earnings per share |
2020 Amount % $ 20,602,361 100 20,141,900 98 460,461 2 603,857 3 1,011,133 6 442,279 2 50 - 2,057,319 11 (1,596,858) (9) 166,349 1 549,035 3 (419,329) (2) (224,801) (1) 3,236 - 856,158 4 897,645 5 1,828,293 10 231,435 1 (538,951) (3) 770,386 4 (27,393) - 360,247 2 32,450 - - - 365,304 2 (190,168) (1) 26,632 - - - (163,536) (1) 201,768 1 $ 972,154 5 $ 680,989 4 89,397 - $ 770,386 4 $ 884,606 4 87,548 1 $ 972,154 5 $ 0.21 $ 0.21 |
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See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
For the year ended December 31, 2020
(Expressed in Thousands of New Taiwan Dollar, Unless Otherwise Specified)
(1) Company history
China Petrochemical Development Corporation (hereinafter referred to as the “Company”) was founded on July 8, 1969 under the approval of Ministry of Economic Affairs, R.O.C.. The Company moved to No.1, Jingjian Rd., Dashe Dist., Kaohsiung City 815, Taiwan (R.O.C.) on July 18, 2016. The Company and its subsidiaries primarily engage in the production of petroleum, alkali-chlorine, phosphoric acid and other petrochemical products and by-products and the storage, transportation, purchase and sale of these products, related chemicals and their raw materials, and land development. The primary products are acrylonitrile, caprolactam, acetic acid and nylon.
(2) New standards, amendments and interpretations adopted:
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.
The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2020:
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●Amendments to IFRS 3 “Definition of a Business”
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●Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark Reform”
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●Amendments to IAS 1 and IAS 8 “Definition of Material”
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●Amendments to IFRS 16 “COVID-19-Related Rent Concessions”
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(b) The impact of IFRS issued by the FSC but not yet effective
The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its consolidated financial statements:
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●Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”
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●Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform - Phase 2”
(Continued)
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CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
| Standards or Interpretations Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture” |
Content of amendment Effective date per IASB The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28 (2011) in dealing with the sale or contribution of assets between an investor and its associate or joint venture. Effective date to be determined by IASB |
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The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.
The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:
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●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”
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●Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”
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●Amendments to IAS 16 “Property, Plant and Equipmentt Proceeds before Intended Use”
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●Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”
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●Annual Improvements to IFRS Standards 2018-2020
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●Amendments to IFRS 3 “Reference to the Conceptual Framework”
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●Amendments to IAS 1 “Disclosure of Accounting Policies”
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●Amendments to IAS 8 “Definition of Accounting Estimates”
(3) Summary of significant accounting policies:
The significant accounting policies presented in the consolidated financial statements are summarized below. The following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.
(a) Statement of compliance
These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations” ) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission, R.O.C..
(Continued)
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CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(b) Basis of Preparation
- (i) Basis of measurement
Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:
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1) Financial assets at fair value through profit or loss are measured at fair value;
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2) Financial assets at fair value through other comprehensive income are measured at fair value;
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3) Investment properties are measured at fair value; and
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4) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation (please see note 5(s)).
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(ii) Functional and presentation currency
The functional currency of each Group entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan Dollar (NTD), which is the Company’ s functional currency. All financial information presented in NTD has been rounded to the nearest thousand.
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(c) Basis of consolidation
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(i) Principles of preparation of the consolidated financial statements
The consolidated financial statements comprise the Company and subsidiaries. Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, 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.
The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intragroup balances and transactions, and any unrealized income and expenses arising from Intragroup transactions are eliminated in preparing the consolidated financial statements. The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
The Group prepares consolidated financial statements using uniform accounting policies for like transactions and other events in similar circumstances.
Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received will be recognized directly in equity, and the Group will attribute it to the owners of the parent.
(Continued)
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CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- (ii) List of subsidiaries in the consolidated financial statements
The subsidiaries included in the consolidated financial statements were as follows:
| Name of investors | Name of subsidiaries | Nature of business Manufacture of chemical products and their derivatives of phosphoric acid and fertilizer storage, transport, purchase, marketing business Water treatment works, plumbing works, apparatus and instrument installation work, refrigeration and air conditioning engineering and tank car repair and other services Holding company Real estate investment and development Holding company Petrochemical supporting facility construction Engaged in trading of petroleum chemical products, electronic chemicals, a variety of industrial gases, gas mixtures and other manufacturing sub-fitted trading |
Shareholding ratio December 31, 2020 Notes % 100.00 TSCIC was established on June 16, 1998. Due to the business combination on August 1, 2018, CIC became a dissolved company and Tsou Seen became a surviving company. As of December 31, 2020 and 2019 , TSCIC's actual paid-in capital amounted to $960,000 thousand. % 100.00 CPDC GT was established on May 31, 1999. As of December 31, 2020 and 2019, CPDC GT's actual paid-in capital amounted to $150,000 thousand. % 100.00 CPDC (BVI) was established on January 9, 1998, registered in the British Virgin Islands, and is an international investment company. As of December 31, 2020 and 2019, CPDC (BVI)'s actual paid-in capital amounted to USD26,580 thousand. % 100.00 BES Twin Towers was established on March 1, 2011. The Company purchased its shares of non- controlling interest on March 12, 2019, resulting in its shareholding ratio to be 100%. It increased its capital through the Company amounting to $1,136,705 thousand on January 30, 2019, and increased its capital by retained earnings amounting to $681,112 thousand and $343,304 thousand on May 11, 2020 and June 24, 2019, respectively. As of December 31, 2020 and 2019, BES Twin Towers's actual paid-in capital amounted to $5,800,121 thousand and $3,681,009 thousand, respectively. % 100.00 UDL was established on May 20, 2008. As of December 31, 2020 and 2019, UDL's actual paid-in capital amounted to USD313,851 thousand and USD255,368 thousand, respectively. % 0.37 Weiming was established on May 16, 2013. It increased its capital through UDL amounting to CNY200,000 thousand, CNY200,000 thousand, CNY96,000 thousand, CNY100,000 thousand, CNY100,000 thousand, CNY147,000 thousand and CNY130,000 thousand on November 13, June 19, 2020, March 12, June 27, September 24, December 25, 2019, and June 25, 2018, respectively. The said amounts were verified on November 17, June 29, 2020, March 13, July 2, September 26, December 26, 2019, and June 28, 2018, respectively. As of December 31, 2020 and 2019, Weiming's actual paid-in capital amounted to CNY1,618,000 thousand and CNY1,218,000 thousand, respectively. % 44.52 Weiqiang was established on May 9, 2013. It increased its capital through the Company amounting to CNY20,000 thousand on February 24, 2018 and verified on February 27, 2018. As of December 31, 2020 and 2019, Weiqiang's actual paid-in capital amounted to CNY44,920 thousand. |
|---|---|---|---|
| The Company The Company The Company The Company The Company The Company The Company |
Tsou Seen Chemical Industries Corporation (TSCIC) CPDC GreenTechnology Corp. (CPDC GT) CPDC Investment (BVI) Co., Ltd. (CPDC (BVI)) BES Twin Towers Development Co., Ltd. (BES Twin Towers) Unichem Development Limited (UDL) Jiangsu Weiming Petrochemical Corporation (Weiming) Weiqiang International Trade (Shanghai) Co., Ltd. (Weiqiang) |
(Continued)
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CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
| Name of investors | Name of subsidiaries | Nature of business Engaged in construction, real estate, building constructional consulting, lease equipment and wholesale of building materials Commissioned to create a vendor to build housing, commercial buildings and plant rental business, management of land development and playgrounds and other related business investment Engaged in trading of petroleum chemical products, electronic chemicals, a variety of industrial gases, gas mixtures and other manufacturing sub-fitted trading Engaged in trading of petroleum chemical products, electronic chemicals, a variety of industrial gases, gas mixtures and other manufacturing sub-fitted trading Engaged in biotechnology, pharmaceutical research and development and marketing Petrochemical supporting facility construction |
Shareholding ratio December 31, 2020 Notes % 100.00 Thanh Phong was established on May 22, 2017. Its capital originally invested was VND90,000,000 thousand and increased VND368,637,500 thousand on December 20, 2018 and verified on December 20, 2018. The Company had reached agreement on cancellation of shares with the non-controlling interests, who owned 2.13% of outstanding shares. After the cancellation, the Company owned Thanh Phong 100% of outstanding shares. As of December 31, 2020 and 2019, Thanh Phong's actual paid-in capital amounted to VND458,637,500 thousand and VND468,637,500 thousand, respectively. % 100.00 Ding-Yue (original name: Tao Zhu) was established on October 11, 1995 and increased its capital amounted to $2,500,000 thousand, $1,000,000 thousand and $6,440,000 thousand by the Company on February 26, 2020, and September 25, November 6, 2019, respectively. As of December 31, 2020 and 2019, its actual paid-in capital amounted to $10,040,000 thousand and $7,540,000 thousand, respectively. In order to comply with the business strategies of the Company's petrochemical and land development, Ding-Yue started to expand the scale of its land development business since September 2019 and expects its upcoming operating activities on construction and land development to substantially expand as compared to those of the previous years; therefore, the subsidiary is disclosed in the consolidated financial statement in September 2019. % 4.02 Weihua was established on December 10, 2012. Due to the business combination on August 1, 2018, CIC became a dissolved company and Tsou Seen became a surviving company. The shares hold by CIC were transferred to Tsou Seen after the combination. As of December 31, 2020 and 2019, Weihua's actual paid- in capital amounted to CNY156,289 thousand. % 55.48 Weiqiang was established on May 9, 2013. It increased its capital through the Company amounting to CNY20,000 thousand on February 24, 2018 and verified on February 27, 2018. Due to the business combination on August 1, 2018, CIC became a dissolved company and Tsou Seen became a surviving company. The shares hold by CIC were transferred to Tsou Seen after the combination. As of December 31, 2020 and 2019, Weiqiang's actual paid-in capital amounted to CNY44,920 thousand. % 91.10 Taivex was established on February 11, 2010. TSCIC invested in Taivex on August 18, 2010. As of December 31, 2020 and 2019, Taivex's actual paid-in capital amounted to $507,399 thousand. % 99.63 Weiming was established on May 16, 2013. It increased its capital through UDL amounting to CNY200,000 thousand, CNY200,000 thousand, CNY96,000 thousand, CNY100,000 thousand, CNY100,000 thousand, CNY147,000 thousand and CNY130,000 thousand on November 13, June 19, 2020, March 12, June 27, September 24, December 25, 2019, and June 25, 2018, respectively. The said amounts were verified on November 17, June 29, 2020, March 13, July 2, September 26, December 26, 2019, and June 28, 2018, respectively. As of December 31, 2020 and 2019, Weiming's actual paid-in capital amounted to CNY1,618,000 thousand and CNY1,218,000 thousand, respectively. |
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| The Company The Company Tsou Seen Chemical Industries Corporation Tsou Seen Chemical Industries Corporation Tsou Seen Chemical Industries Corporation Unichem Development Limited |
Thanh Phong Construction Investment Co., Ltd. (Thanh Phong) Ding-Yue Development Co., Ltd (Ding-Yue) (original name: Tao Zhu Construction & Development Co., Ltd.) Weihua (Rudong) Trade Co., Ltd. (Weihua) Weiqiang International Trade (Shanghai) Co., Ltd. (Weiqiang) Taivex Therapeutics Corporation (Taivex) Jiangsu Weiming Petrochemical Corporation (Weiming) |
(Continued)
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CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
| Name of investors | Name of subsidiaries | Nature of business Engaged in trading of petroleum chemical products, electronic chemicals, a variety of industrial gases, gas mixtures and other manufacturing sub-fitted trading Consultancy Engaged in trading of petroleum chemical products, electronic chemicals, a variety of industrial gases, gas mixtures and other manufacturing sub-fitted trading Management consultant Engaged in engineering plastic and high-value petroleum chemical products Consult, design, construction, management service on engineering and sales of chemical products Holding company Investment and technical advisory services Real estate, research of petroleum market and consultancy |
Shareholding ratio December 31, 2020 Notes % 95.98 Weihua was established on December 10, 2012. As of December 31, 2020 and 2019, Weihua's actual paid-in capital amounted to CNY156,289 thousand. % - Weida was established on November 26, 2012 and was dissolved on November 8, 2019. The liquidation process had been completed on December 30, 2020. As of December 31, 2020 and 2019, Weida's actual paid-in capital amounted to USD0 thousand and USD450 thousand, respectively. % 100.00 Weida PC was established on December 23, 2014. As of December 31, 2020 and 2019, Weida PC's actual paid-in capital amounted to CNY6,000 thousand. % - Weiqin was established on April 29, 2016 and was dissolved on March 12, 2020. The liquidation process had been completed on July 28, 2020. As of December 31, 2020 and 2019, Weiqin's actual paid in capital amounted to CNY0 thousand and CNY6,000 thousand, respectively. % 100.00 Weicai was established on January 6, 2015, and acquired by UDL on November 5, 2018. The investment was made through UDL amounted CNY214,955 thousand and was verified on December 27, 2018. As of December 31, 2020 and 2019, Weicai's actual paid-in capital amounted to CNY414,955 thousand. % 100.00 Weiming Construction was established on October 26, 2020. As of December 31, 2020, Weiming Constrcution's actual paid-in capital amounted to CNY1,000 thousand. % 100.00 Frontier Fortune was established on November 23, 2016. It increased its capital through BES Twin Towers amounting to USD50,000 thousand, USD36,890 thousand, USD300 thousand and USD5,670 thousand on October 22, 2020 and January 30, March 7, 2019 and November 30, 2018, respectively. As of December 31, 2020 and 2019, Frontier fortune's actual paid-in capital amounted to USD93,060 thousand and USD43,060 thousand, respectively. % 100.00 Core Pacific Twin Star (Myanmar) was established on February 16, 2017. It increased its capital through Frontier Fortune amounting to USD5,320 thousand on November 30, 2018. As of December 31, 2020 and 2019, Core Pacific Twin Star (Myanmar)'s actual paid-in capital amounted to USD5,500 thousand. % 99.99 Gemini Star (India) was established on January 8, 2019. As of December 31, 2020 and 2019, its actual paid-in capital amounted to INR21,000 thousand. |
|---|---|---|---|
| Unichem Development Limited Unichem Development Limited Unichem Development Limited Unichem Development Limited Unichem Development Limited Jiangsu Weiming Petrochemical Corporation (Weiming) BES Twin Towers Development Co., Ltd. (BES Twin Towers) Frontier Fortune Investment Pte. Ltd. (Frontier Fortune) Frontier Fortune Investment Pte. Ltd. (Frontier Fortune) |
Weihua (Rudong) Trade Co., Ltd (Weihua) Weida (Zhangzhou) Consultant Service Co., Ltd. (Weida) Zhangzhou Weida Petrochemical Co., Ltd (Weida PC) Kunshan Weiqin Management consultant Co., Ltd (Weiqin) Changzhou Weicai New Material Science & Technology Co., Ltd. (Weicai) Weiming (Rudong) Construction Co., Ltd. (Weiming Construction) Frontier Fortune Investment Pte. Ltd. (Frontier Fortune) Core Pacific Twin Star (Myanmar) Investment Co., Ltd. (Core Pacific Twin Star (Myanmar)) Gemini Star (India) Private Limited. (Gemini Star (India)) |
(Continued)
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CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
| Name of investors | Name of subsidiaries | Nature of business Engineering, real estate and consultancy of construction Building construction, real estate management, development and sale Engineering, construction contracting business |
Shareholding ratio December 31, 2020 Notes % 99.01 Core Pacific Twin Star (Vietnam) was established on November 19, 2018. It increased its capital through Core Pacific Twin Star (Myanmar) amounted to VND1,155,000,000 thousand and VND850,000,000 thousand on November 3, 2020 and January 30, 2019, respectively. As of December 31, 2020 and 2019, its actual paid-in capital amounted to VND2,025,000,000 thousand and VND870,000,000 thousand, respectively. % 80.00 Core Pacific Pioneer was established on May 24, 2018. It increased its capital through Core Pacific Twin Star (Myanmar) amounted to MMK755,230 thousand on July 3, 2019. As of December 31, 2020 and 2019, its actual paid-in capital amounted to MMK1,512,540 thousand. % 100.00 Da Yin Construction Engineering was established on November 24, 1972. As of December 31, 2020 and 2019, its actual paid-in capital amounted to $22,500 thousand. In order to comply with the business strategies of the Company's petrochemical and land development, Da Yin started to expand the scale of its land development business since March 2020 and expects its upcoming operating activities on construction and land development to substantially expand as compared to those of the previous years; therefore, the subsidiary is disclosed in the consolidated financial statement in March 2020. |
|---|---|---|---|
| Frontier Fortune Investment Pte. Ltd. (Frontier Fortune) Core Pacific Twin Star (Myanmar) Investment Co., Ltd. (Core Pacific Twin Star (Myanmar)) Ding-Yue Development Co., Ltd (Ding-Yue) (original name: Tao Zhu Construction & Development Co., Ltd.) |
Core Pacific Twin Star (Vietnam) Investment Co., Ltd. (Core Pacific Twin Star (Vietnam)) Core Pacific Pioneer (Myanmar) Co., Ltd. (Core Pacific Pioneer (Myanmar)) Da Yin Construction Engineering Co., Ltd. (Da Yin Construction Engineering) |
(iii) Subsidiaries not included in the consolidated financial statements
| Name of investors | Name of subsidiaries | Nature of business Holding company |
Shareholding ratio December 31, 2020 Notes % - Rich was established on March 21, 2007 and was dissolved on December 25, 2019. The remittance of paid share had been completed on April 24 and April 30, 2020, respectively, and the liquidation process had been completed on July 28, 2020. As of September 30, 2020 and December 31, 2019, its actual paid-in capital amounted to USD0 thousand and USD180 thousand, and its total assets represented 0% and 0.01% of consolidated total assets, respectively. |
|---|---|---|---|
| The Company | Rich Equities Ltd. (Rich) |
- (iv) According to the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises, Kaohsiung Monomer Company (KMC) qualifies as a substantial related party.
| Name of investee | Nature of business | Shareholding ratio Notes % 40.00 Note 1 |
|---|---|---|
| Kaohsiung Monomer Company | Sales and production of methyl methacrylate |
Note 1: The chairman is assigned by The Company.
- (v) All of the important internal transaction between the Group had been eliminated.
(Continued)
14
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
-
(d) Foreign currencies
-
(i) Foreign currency transaction
Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.
Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:
-
. an investment in equity securities designated as at fair value through other comprehensive income;
-
. a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or
-
. qualifying cash flow hedges to the extent that the hedges are effective.
-
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.
When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.
(Continued)
15
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- (e) Classification of current and non-current assets and liabilities
An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.
-
(i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is expected to be realized within twelve months after the reporting period; or
-
(iv) The asset is cash and cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current:
-
(i) It is expected to be settled in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is due to be settled within twelve months after the reporting period; or
-
(iv) The Group does not have an unconditional right to defer settlement for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.
-
(f) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.
Bank overdrafts that are repayable on demand and form an integral part of the Group’ s cash management are included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.
(g) Construction contracts
Construction contracts in progress represents the gross unbilled amount expected to be collected from customers for contract work performed to date. It is measured at cost plus profit recognized to date less progress billings and recognized losses. Cost includes all expenditure related directly to specific projects and an allocation of fixed and variable overheads incurred in the Group’s contract activities based on normal operating capacity.
(Continued)
16
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
Construction contracts in progress is presented in the balance sheets as the amount due from customers for contract work for all contracts in which costs incurred plus recognized profits exceed progress billings. If progress billings exceed costs incurred plus recognized profits, then the difference is presented as amount due to customers for contract work in the balance sheets.
(h) Financial instruments
Trade receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
(i) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
- 1) Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
-
. it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-
. its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
- 2) Fair value through other comprehensive income (FVOCI)
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
(Continued)
17
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income is recognized in profit or loss on the date on which the Group’s right to receive payment is established.
3) Fair value through profit or loss (FVTPL)
All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
4) Business model assessment
The Group makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
-
. the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’ s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;
-
. how the performance of the portfolio is evaluated and reported to the Group’ s management;
-
. the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
-
. how managers of the business are compensated ─ e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
-
. the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Group’s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
(Continued)
18
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- 5) Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, “ principal” is defined as the fair value of the financial assets on initial recognition. “Interest” is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:
-
. contingent events that would change the amount or timing of cash flows;
-
. terms that may adjust the contractual coupon rate, including variable rate features;
-
. prepayment and extension features; and
-
. terms that limit the Group’ s claim to cash flows from specified assets (e.g. nonrecourse features).
-
6) Impairment of financial assets
The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivable, other receivables, guarantee deposit paid and other financial assets) and contract assets.
Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’s historical experience and informed credit assessment as well as forward-looking information.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.
The Group considers a financial asset to be in default when the financial asset is more than 90 days past due or the debtor is unlikely to pay its credit obligations to the Group in full.
Lifetime ECL are the ECL that result from all possible default events over the expected life of a financial instrument.
(Continued)
19
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
12-month ECL are the portion of ECL that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECL is the maximum contractual period over which the Group is exposed to credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is “ creditimpaired” when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:
-
. significant financial difficulty of the borrower or issuer;
-
. a breach of contract such as a default or being more than 90 days past due;
-
. the lender of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;
-
. it is probable that the borrower will enter bankruptcy or other financial reorganization; or
-
. the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.
(Continued)
20
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
7) Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
-
(ii) Financial liabilities and equity instruments
-
1) Classification of debt or equity
Debt and equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
- 2) Equity instrument
An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.
- 3) Treasury shares
When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).
4) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
(Continued)
21
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
5) Derecognition of financial liabilities
The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
6) Offsetting of financial assets and liabilities
Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
(i) Inventories
- (i) Manufacturing industry
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calaulated using the weighted average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
(ii) Construction industry
Inventories of the construction business are measured at the lower of cost and net realizable value. The cost of inventories includes expenditure incurred in bringing them to their existing location and condition and capitalized borrowing costs.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The net realizable value is estimated as follows:
- 1) Land held for development: net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses, or estimated by recent market value (development analytical method or comparison method).
(Continued)
22
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
-
2) Construction-in-progress: net realizable value is the estimated selling price (current market condition) in the ordinary course of business, less the estimated costs of completion and selling expenses, or estimated by recent market value.
-
(j) Investments in associates
Associates are those entities in which the Group has significant influence, but not control or joint control, over their financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.
The consolidated financial statements include the Group’ s share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Group, from the date on which significant influence commences until the date on which significant influence ceases. The Group recognizes any changes of its proportionate share in the investee within capital surplus, when an associate’s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual proportionate share.
Gains and losses resulting from transactions between the Group and an associate are recognized only to the extent of unrelated Group’s interests in the associate.
When the Group’s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
When the Group subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment will differ from the amount of the Group’s proportionate interest in the net assets of the associate. The Group records such a difference as an adjustment to investments, with the corresponding amount charged or credited to capital surplus. The aforesaid adjustment should first be adjusted under capital surplus. If the capital surplus resulting from changes in ownership interest is not sufficient, the remaining difference is debited to retained earnings. If the Group’s ownership interest is reduced due to the additional subscription to the shares of the associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate will be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of the related assets or liabilities.
(k) Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment property is initially measured at cost and subsequently at fair value with any change therein recognized in profit or loss.
(Continued)
23
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
Any gain or loss on disposal of investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognized in profit or loss. When investment property that was previously classified as property, plant and equipment is sold, any related amount included in ‘other equity - revaluation surplus’ is transferred to retained earnings.
Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.
-
(l) Property, plant and equipment
-
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
- (ii) Subsequent expenditure
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
- (iii) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:
| The estimated useful lives of periods are as follows: |
property, plant |
|---|---|
| Land improvement | 3~30 years |
| Buildings and constructions | 2~60 years |
| Machine equipment | 1~30 years |
| Transportation equipment | 2~40 years |
| Other equipment | 2~13 years |
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(Continued)
24
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(iv) Reclassification to investment property
When the use of a property changes from owner-occupied to investment property, the property is remeasured to fair value and reclassified accordingly. Any gain arising on this remeasurement is recognized in profit or loss to the extent that it reverses a previous impairment loss on the specific property, with any remaining gain recognized in other comprehensive income and presented in “ other equity - revaluation surplus” . Any loss is recognized in profit or loss. However, to the extent that an amount is included in the revaluation surplus for that property, the loss is recognized in other comprehensive income and reduces the revaluation surplus within equity.
(m) Leases
(i) Identifying a lease
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:
-
1) the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and
-
2) the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
-
3) the Group has the right to direct the use of the asset only if either:
-
the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or
-
the relevant decisions about how and for what purpose the asset is used are predetermined and:
-
- the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or
-
- the customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.
-
At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Group has elected not to separate non-lease components and account for the lease and nonlease components as a single lease component.
(Continued)
25
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- (ii) As a leasee
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-
-
-
fixed payments, including in-substance fixed payments;
-
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
- amounts expected to be payable under a residual value guarantee; and
-
- payments for purchase or termination options that are reasonably certain to be exercised.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:
-
-
-
there is a change in future lease payments arising from the change in an index or rate; or
-
- there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee; or
-
- there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or
-
- there is a change of its assessment on whether it will exercise a extension or termination option; or
-
-
-
there is any lease modification.
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
(Continued)
26
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.
The Group presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.
If an arrangement contains lease and non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.
The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less and leases of low-value assets, including IT equipment. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
For sale-and-leaseback transactions, the Group applies the requirements for determining when a performance obligation is satisfied in IFRS 15 to determine whether the transfer of an asset is accounted for as a sale of the asset. If the transfer of an asset satisfies the requirement of IFRS 15 to be accounted for as a sale of the asset, the Group derecognizes the transferred asset, then measures the right-of-use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right of use retained. Accordingly, the Group recognizes only the amount of any gain or loss that relates to the rights transferred to the buyer-lessor. For leaseback transaction, the Group applies the lessee accounting policy. If the transfer of an asset does not satisfy the requirement of IFRS 15 to be accounted for as a sale of the asset, the Group continues to recognize the transferred asset and recognizes the financial liability equal to the transfer proceeds.
(iii) As a leasor
When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.
(Continued)
27
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
If an arrangement contains lease and non-lease components, the Group applies IFRS 15 to allocate the consideration in the contract.
The Group recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net investment. The interest income is recognized over the lease term based on a pattern reflecting a constant periodic rate of return on the net investment in the lease. The Group recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘rent income’.
-
(n) Intangible assets
-
(i) Recognition and measurement
1) Goodwill
Goodwill arising on the acquisition of subsidiaries is measured at cost, less accumulated impairment losses. Refer to Note 5(k) for details of the accounting policy on the initial recognition of goodwill.
- 2) Other intangible assets
Expenditure on research activities is recognized in profit or loss as incurred.
Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.
Other intangible assets, including customer relationships, patents and trademarks, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.
(ii) Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
- (iii) Amortization
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.
The estimated useful lives for current and comparative periods are as follows:
Technology 5~13 years
(Continued)
28
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(o) Impairment of non derivative financial assets
At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, deferred income tax assets and investment properties, measured at fair value) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
(p) Provisions
A provision is recognized if, as a result of a past event, the Group has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
(i) Site dismantling
The estimated obligation on the dismantling, relocation or restoration of property, plant and equipment is recognized as decommissioning cost and liability of property, plant and equipment. The relevant costs of assets are adjusted by subsequent price variation for dismantling and restoration. Depreciation is provided per the remaining useful life of the adjusted cost.
(Continued)
29
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(ii) Site restoration
In accordance with the Group’ s published environmental policy and applicable legal requirements, a provision for site restoration in respect to contaminated land, and the related expense, is recognized when the land is contaminated.
(q) Revenue
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below.
(i) Sale of goods
The Group recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.
A receivable is recognized when the goods are delivered as this is the point in time that the Group has a right to an amount of consideration that is unconditional.
(ii) Services
Revenue from services rendered is recognized in profit or loss in proportion to the stage of completion of the transaction at the reporting date.
- (iii) Construction contracts
Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive payments, to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as the outcome of a construction contract can be estimated reliably, contract revenue is recognized in profit or loss in proportion to the stage of completion of the contract. Contract expenses are recognized as incurred unless they create an asset related to future contract activity.
The stage of completion is assessed by reference to the proportion that contract cost incurred for work performed to date bear to the estimated total contract cost; survey of work performed; or completion of a physical proportion of the contract work. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized only to the extent of contract costs incurred that are likely to be recoverable. An expected loss on a contract is recognized immediately in profit or loss.
(Continued)
30
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(iv) Commissions
When the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognized is the net amount of commission made by the Group, and is recognized in proportion to the stage of completion of the transaction.
- (v) Financing components
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
(r) Employee benefits
- (i) Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
(ii) Defined benefit plans
The Group’s net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
(Continued)
31
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- (iii) Short-term employee benefits
Short-term employee benefit are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
(s) Income taxes
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.
The Group has determined that interest and penalties related to income taxes, including uncertain tax treatment, do not meet the definition of income taxes, and therefore accounted for them under IAS 37.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
-
(i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;
-
(ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
-
(iii) taxable temporary differences arising on the initial recognition of goodwill.
Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.
Deferred tax assets and liabilities are offset if the following criteria are met:
-
(i) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and
-
(ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
-
. the same taxable entity; or
(Continued)
32
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- . different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date, and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.
(t) Earnings per share
The Group discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as employee bonus.
(u) Government Grants
A government grant receivable to the Group as compensation for costs already incurred or for immediate financial support, with no future related costs, should be recognized as income in the period in which it is receivable.
(v) Operating segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.
(4) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
The preparation of the consolidated financial statements in conformity with the Regulations and the IFRSs endorsed by the FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.
The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.
(Continued)
33
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is as follows:
- (a) Fair valuation of investment property
The Group's investment property is measured at fair value deriving from external appraisal reports. When the presumed factors implemented in the evaluation process, e.g. discount rates and return on investment, change due to the evolving market and economy, the change may have an impact on the balance of the recognized assets and profit or loss. For more information regarding the valuation, please refer to note 5(j).
- (b) Impairment of property, plant and equipment
In the process of evaluating the potential impairment of property, plant and equipment, the Group is required to make subjective judgments in determining the independent cash flows, useful lives, expected future income and expenses related to the specific asset groups considering of the nature of the industry. Any changes in these estimates based on changed economic conditions or business strategies and could result in significant impairment charges or reversal in future years. Refer to note 6(h) for further description of the key assumptions used to determine the recoverable amount.
The Group’s accounting policies include measuring financial and non-financial assets and liabilities at fair value through profit or loss. The Company’s financial instrument valuation group conducts independent verification on fair value by using data sources that are independent, reliable, and representative of exercise prices. This financial instrument valuation group also periodically adjusts valuation models, conducts back testing, renews input data for valuation models, and makes all other necessary fair value adjustments to assure the rationality of fair value. Investment property is evaluated by another appraiser, which is engaged by the Company's financial instrument valuation group.
The Group strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:
-
. Level 1: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.
-
. Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
-
. Level 3: inputs for the assets or liability that are not based on observable market data.
Information on valuation use hypothesis factors was as follows:
-
(a) Note 5(j) - Investment property;
-
(b) Note 5(z) - Financial instruments.
(Continued)
34
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(5) Explanation of significant accounts:
(a) Cash and cash equivalents
| Cash on hand Checking and demand deposits Time deposits Cash equivalents Cash and cash equivalents |
December 31, 2020 $ 1,896 3,684,588 4,185,705 250,026 $ 8,122,215 |
|---|---|
Time deposits with original maturity within three months which are held for the purpose of meeting short-term cash commitments, rather than for investment or other purposes, and are readily convertible to cash at the known amounts and subject to insignificant risk of value changes, are reported as cash equivalents. Please refer to Note 5(f) for details of time deposits with original maturity between three months and one year which are accounted for as other financial assets under other current assets.
Please refer to Note 5(z) for the fair value sensitivity analysis and interest rate risk of the financial assets and liabilities of the Group.
(b) Financial assets at fair value through profit or loss
| Current financial assets designated at fair value through profit or loss: Beneficiary certificates Stocks listed on domestic markets Subtotal Non-current financial assets designated at fair value through profit or loss Stocks unlisted on domestic markets Total |
December 31, 2020 |
|---|---|
| $ 11,791 817,742 829,533 10,746,855 $ 11,576,388 |
The dividends income from the financial assets recognized at fair value through profit or loss for the years ended December 31, 2020, amounted to $20,110 thousand.
(Continued)
35
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
The Group holds 582,362 thousand shares of the common and preferred stock of Core Pacific City Co., Ltd. as of the date of December 31, 2020. The Group recognized the changes in fair value as net gain and loss based on the fair value evaluation report of the investments. According to the valuation report, the fair value was measured using the net asset method and the fair value of the valuation date was determined under the assumption of relevant rate of return by the external expert. The amount accounted for as gain from investments in equity instruments at fair value through profit or loss was $803,861 thousand for the year ended December 31, 2020. The increase of fair value was due to the bidding of Core Pacific City Co., Ltd, which was completed on September 25, 2019, and the contract of property transaction was signed on October 30, 2019.
Please refer to Note 7 for details of the financial assets at fair value through profit or loss of the Group pledged as collateral as of December 31, 2020.
- (c) Financial assets at fair value through other comprehensive income
| Equity investments at fair value through other comprehensive income- current: Stocks listed on domestic markets Equity investments at fair value through other comprehensive income- non-current Stocks listed on domestic markets Stocks unlisted on domestic markets Subtotal Total |
December 31, 2020 |
|---|---|
| $ 9,195 2,059,052 740,469 2,799,521 $ 2,808,716 |
The Group designated the investments show above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Group intends to hold for long-term strategic purposes.
Please refer to Note 5(u) for the gain or loss on financial assets recognized at fair value through other comprehensive income.
The dividend income from the financial assets recognized at fair value through other comprehensive income for the year ended December 31, 2020, amounted to $237,707 thousand.
On September 15, 2020, the Company’s Board of Directors approved a resolution to invest in Chain Yarn Co., Ltd. by issuing 30,000 thousand common shares amounting to $300,000 thousand, and accounted for as non-current financial assets at fair value through other comprehensive income.
- (i) The director of Praxair Chemax Semiconductor Materials Co., Ltd. (hereinafter referred to as “PRAXAIR”) delegated by the Company, was elected as the new Chairman in the directors’ meeting on January 30, 2013. However, Praxair Inc. did not recognize the director delegated by the Company as the Chairman, resulting in the new Chairman being unable to exercise his authority. Also, the supervisor appointed by the Company was prevented from auditing the accounts and records pursuant to the Company Law, hence, the new Chairman and the
(Continued)
36
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
designated supervisor representing PRAXAIR, filed an action asking the vice chairman and general manager to provide the accounts and records and requested to return the seal, business invasion and others in a civil lawsuit. The vice chairman delegated by Praxair Inc. claimed privilege to act as the Chairman and filed legal actions declaring the non-existence of the new Chairman’s commission of authority and also sent a letter to the court requesting a dissolution of PRAXAIR, which was rejected by the courts. The supervisor appointed by Praxair Inc. illegally called a temporary shareholders’ meeting in 2013 to propose the dissolution of the Company and reelection of directors and supervisors. Hence, the Company filed legal actions declaring the withdrawal of the resolution from the illegal temporary shareholders’ meetings and the resolutions from the temporary shareholders’ meeting was not established. Currently, the supervisor filed legal action against the manager for submitting the accounts and the records, after winning the 1st and 2nd trial, the defendant appealed but was dismissed by the 3rd trial instance. This case was remanded to the Taipei High Court but the verdict was dismissed in 2015. The Company was not satisfied with the appeal and it was denied by 2nd trial instance.. The judgment was binding and final on December 2017. On the other side, the vice chairman designated by Praxair Inc. filed legal action declaring the non-existence of the new Chairman’ s commission of authority, after the judgment from the High Court that the Chairman designated by the Company won the verdict, the defendant appealed to the 3rd instance, with the Supreme Court dismissing the appeal. The whole case confirms the appointed relationship between the Chairman designated by the Company and PRAXAIR exists. On November 19, 2016, the letter from Ministry of Economic Affairs states that the former chairman of directors, appointed by the Company, is the Chairman of PRAXAIR, and restored the representative duty per the judgment No. 2455 from the Supreme High Court in 2015. However, according to the requirement from Ministry of Economic Affairs, both sides were not able to hold the legitimate reelection prior to January 9, 2017 which resulted in vacancy of directors and supervisors of PRAXAIR. In order to strive for the rights and interests of the shareholders, the Company immediately brought the arbitration per joint venture agreement of both sides and applied for an auditor and provisional administrator to instruct the central section office of the Ministry of Economic Affairs to allow Praxair Inc. to conduct the change of registration on July 6, 2017. The Company filed a request for the arbitration of International Chamber of Commerce in 2017 and received the award issued by the International Court of International Chamber of Commerce on September 3, 2018. A part of the award favored for the Company and confirmed that the Company was entitled to receive the dividends from PCSM for the year of 2013. In order to protect the Company’ s right, the Company submitted a lawsuit withdrawing a part of such Arbitration award against the Company to Taipei District Court. On December 13, Taipei District Court dismissed the Company’ s claim of withdrawing the ICC’ s decision. The Company filed an appeal on January 8, 2020, but such appeal was dismissed by Taiwan High Court on September 1, 2020. The Company appealed forthwith to the Supreme Court on September 21, 2020.
As of December 31, 2020, the Group provided as collateral a portion of its financial assets. Please refer to Note 7 for details of the related assets pledged as collateral.
(Continued)
37
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- (d) Notes, accounts, and other receivables
| Notes receivable Accounts receivable Other receivables Less: allowance for doubtful receivables Net book value |
December 31, 2020 |
|---|---|
| $ 375,810 2,221,784 140,171 (451,717) $ 2,286,048 |
The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as the incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions were determined as follows:
| Not past due Over 0~30 days Over 31~120 days Over 121~365 days Past due more than 1 year |
December 31, 2020 | December 31, 2020 | Allowance for expected credit loss 94,485 86 300 396 356,450 |
|---|---|---|---|
| Carrying amount of account receivables $ 2,360,412 9,103 9,422 2,378 356,450 $ 2,737,765 |
Weighted average expected credit loss 0%~4.00% 0%~0.94% 0%~3.18% 0%~16.67% 100% |
||
| 451,717 |
Movements of the allowance for doubtful receivables were as follows:
Balance on January 1, 2020 Impairment losses recognized Foreign exchange gains Balance on December 31, 2020 |
For the years ended December 31, 2020 |
|---|---|
| $ 451,529 50 138 $ 451,717 |
(Continued)
38
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
The consolidated subsidiaries, Weihua (Rudong) Trade Co., Ltd. and Weiqiang International Trade (Shanghai) Co., Ltd., filed civil complaints against Shanghai Tongye Coal Chemical Group Co. Ltd. in Shanghai to claim for the delay of payment of their accounts receivable from Shanghai Tongye Coal Chemical Group Co., Ltd. However, both of these consolidated subsidiaries have recognized impairment loss on the said accounts receivable as of December 31, 2020. Please refer to Note 8(j) for further details relating to litigation and evaluation of collectability.
There were no notes, trades and other receivables of the Group had been pledged as collateral as of December 31, 2020.
For credit risk information, please refer to note 5(z).
- (e) Inventories
| Finished goods Work-in-process Raw materials Fuel Merchandise inventory Subtotal Prepayment for land Land held for construction site Land held for construction site - compensation for levied land Payment for floor area ratio Construction-in-progress Subtotal Total |
December 31, 2020 |
|---|---|
| $ 671,594 417,998 1,556,251 14,345 278,001 2,938,189 9,340,010 415,441 9,423 13,535 73,354 9,851,763 $ 12,789,952 |
A resolution was made during the Board of Directors’ meeting held on September 25, 2019 for the Group to acquire Core Pacific City’s permanent land ownership. The Group won the bidding on the same date. On October 30, 2019, the Group subsequently entered into a purchase agreement with Core Pacific City Co., Ltd. to buy the land located at Songshan District, Taipei City, as a construction site, for the amount of $37,200,010 thousand. Both parties have agreed to put the property, which includes the land and the existing construction into a trust. As of December 31, 2020 the accumulated payments were $9,340,010 thousandthousand, and the unpaid amounts were $27,860,000 thousand. As of December 31, 2020, the above-mentioned land had not yet been handed over.
(Continued)
39
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
The Group signed a contract in March 2020 to purchase 203 pieces of land including Sanyu Section, Shilin District, Taipei City, which is expected to be used for bulk transfer. As of December 31, 2020, the Group paid the full price and completed the registration of land ownership transfer. Please refer to Note 12(a) for relevant information.
The details of the cost of sales were as follows:
| Cost of goods sold (Gain on reversal of) write-down Net inventory loss (profit) Unallocated fixed production overheads from idle facilities Revenue from sale of scraps Net amount |
For the year ended December 31, 2020 |
|---|---|
| $ 18,860,731 (72,892 1,277 1,359,745 (6,961 $ 20,141,900 |
As of December 31, 2020, the aforesaid inventories were not pledged as collateral.
- (f) Other current assets
| Other financial assets Others |
December 31, 2020 |
|---|---|
| $ 2,585,649 465,392 $ 3,051,041 |
Other financial assets are time deposits with original maturity between three months and one year.
-
(g) Investments accounted for using equity method
-
(i) The Group’ s investments accounted for using the equity method at the reporting date were classified as follows:
| Associates | December 31, 2020 |
|---|---|
| $ 1,536,001 |
(Continued)
40
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- (ii) The Group’ s investments accounted for using the equity method that are individually insignificant were as follows:
| Carrying value of insignificant associates Attribution to the Group Profit from continuing operations Other comprehensive income Total comprehensive income |
For the year ended December 31, 2020 |
|---|---|
| $ 3,612,646 December 31, 2020 |
|
| $ 67,054 56,521 $ 123,575 |
-
(iii) On August 12, 2019, a resolution was made during the board meeting of the Company to invest in Jean Pacific Development Co., Ltd., in the amount of $480,000 thousand. On March 27, 2020, a resolution was made during the Board meeting of the Company to invest $140,000 thousand in Jean Pacific Development Co., Ltd. according to the proportion of shareholding.
-
(iv) Collateral
As of December 31, 2020, the Group provided as collateral a portion of its investments in aforesaid equity-accounted investees. Please refer to Note 7 for details of the related assets pledged as collateral.
(h) Property, plant and equipment
The cost, depreciation, and impairment of the property, plant and equipment of the Group were as follows:
| Cost or deemed cost: Balance as of January 1, 2020 Additions Disposal Reclassification Adjustment Effect of movements in exchange rate Balance as of December 31, 2020 Depreciation and impairment loss: Balance as of January 1, 2020 Depreciation for the period Disposal Effect of movements in exchange rate Balance as of December 31, 2020 Carrying amounts: Balance as of December 31, 2020 |
Land $ 5,730,777 - - - - - $ 5,730,777 $ - - - - $ - $ 5,730,777 |
Land improvements 292,822 - (1,747) 2,805 - - 293,880 223,023 6,163 (1,747) - 227,439 66,441 |
Buildings 3,781,623 117,169 (8,402) 712,488 - (2,545) 4,600,333 1,428,776 131,980 (7,161) 653 1,554,248 3,046,085 |
Machinery and equipment 47,950,866 28,608 (556,055) 1,628,822 - 1,896 49,054,137 38,404,997 874,250 (555,798) 1,354 38,724,803 10,329,334 |
Vehicles 81,999 4,629 (6,005) 6,212 - 76 86,911 56,899 6,045 (5,914) 22 57,052 29,859 |
Other facilities 813,400 3,475 (34,773) 24,214 (2,000) (349) 803,967 599,002 89,363 (12,067) 106 676,404 127,563 |
Construction in progress 8,403,790 3,941,276 (55) (2,382,395) (1,425) 8,007 9,969,198 - - - - - 9,969,198 |
Accumulated impairment - - - - - - - 5,038,578 - - - 5,038,578 (5,038,578) |
Total |
|---|---|---|---|---|---|---|---|---|---|
| 67,055,277 4,095,157 (607,037 (7,854 (3,425 7,085 |
|||||||||
| 70,539,203 | |||||||||
| 45,751,275 1,107,801 (582,687 2,135 |
|||||||||
| 46,278,524 | |||||||||
| 24,260,679 |
(Continued)
41
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
As of December 31, 2020, the Group provided as collateral, a portion of its property, plant and equipment, please refer to Note 7 for details of the related assets pledged as collateral.
On November 26, 2013, the plan to invest in China was approved during the meeting of the Board of Directors of the Company. On March 25, 2014 and November 1, 2018, the Investment Commission, Ministry of Economic Affairs (MOEA) approved the investment of the Company in Jiangsu Weiming Petrochemical Corporation in China in the amount of CNY2,388,000 thousand (equivalent to $11,100,000 thousand) mainly to establish manufacturing operations for petrochemical products (including hydrorefining crude benzol, cyclohexanone, nylon 6, etc.). As of December 31, 2020, accumulated investment remittance from Taiwan to Mainland China was CNY1,618,000 thousand. The amount invested in manufacturing plant and machinery was CNY1,449,023 thousand.
(i) Right-of-use assets
The Group leases assets including land, land use right, buildings, machinery and equipment and vehicles. Information about leases for which the Group as a lessee is presented below:
| Cost: Balance as of January 1, 2020 Additions Disposal Effect of movements in exchange rate Balance as of December 31, 2020 Accumulated depreciation and impairment losses: Balance as of January 1, 2020 Depreciation for the period Disposal Effect of movements in exchange rate Balance as of December 31, 2020 Carrying amounts: Balance as of December 31, 2020 |
Land $ 204,551 24,144 (288) - $ 228,407 $ 8,012 8,706 (105) - $ 16,613 $ 211,794 |
Land-use right 657,738 - - 765 658,503 58,963 13,412 - 203 72,578 585,925 |
Buildings 19,554 12,757 (12,560) - 19,751 8,901 9,883 (12,480) - 6,304 13,447 |
Machinery and equipment 63,906 56,115 (8,964) - 111,057 33,708 34,009 (7,097) - 60,620 50,437 |
Vehicles 19,456 9,140 (11,665) - 16,931 8,475 8,858 (10,985) - 6,348 10,583 |
Other facilities 1,938 - - - 1,938 580 607 - - 1,187 751 |
Total |
|---|---|---|---|---|---|---|---|
| 967,143 102,156 (33,477) 765 1,036,587 118,639 75,475 (30,667) 203 163,650 872,937 |
(Continued)
42
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(j) Investment property
The movement of invesment property was as followed:
| Cost or deemed cost: Balance as of January 1, 2020 Aquisition through business combination Net gains and losses due to fair value adjustments Balance as of December 31, 2020 |
Land $ 36,701,668 6,462 900,902 $ 37,609,032 |
Buildings 18,038 3,014 (3,257) 17,795 |
Total |
|---|---|---|---|
| 36,719,706 9,476 897,645 |
|||
| 37,626,827 |
- (i) Evaluation by income approach
The fair value of some investment properties of the Group was determined using the income approach. Under this income approach, the key terms of the rental contracts for these investment properties and certain other factors considered were as follows:
December 31, 2020
| Subject | Qianjin Dist., Kaohsiung City |
Qianzhen Dist., Kaohsiung City Others None None $450 $1,000~$1,270 None $1,030~$1,259 Leased Unused $0~ $0 $0~ $0 None 1.730% 4.655% 2.030% Outsourcing Outsourcing Colliers International Taiwan Taiwan Dawa Real Estate Appraiser & Associates Shiou-ying, Jan Yu-hua, Lu December 31, 2020 December 31, 2020 $ 2,737,000 $ 10,478 |
|---|---|---|
| Important contract terms The range of rental in the area where the investment property is located The rental range of similar investment property The current status of the investment property Past earnings Income capitalization rate Discount rate Outsourcing or self-valuation Evaluation office Appraiser name Evaluation date Outsourcing fair value |
None $550~$700 $576~$617 Unused $0~ $0 5.555% 4.260% Outsourcing Colliers International Taiwan Feng-ru, Ke December 31, 2020 $ 10,780 |
In accordance with Article 34 of the Regulations on Real Estate Appraisal, the income approach procedures include estimating the effective gross income and total expenses, computing the net operating income, determining the capitalization rate or discount rate, and computing the income. The attributes used by the Group for the estimations above were the last three years’ data from the subject property and comparable properties which have similar characteristics, and these data were assessed and adjusted based on their persistency, stability,
(Continued)
43
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
and growth to ensure the availability and reasonableness of these data. The movement of income (cash inflows) and expenditure (cash outflows) for future periods was based on the vacancies or losses, existing or future cash flow plans of the Group, and historical cash flows from the subject property, identical properties, or properties in the same industry. The estimation and computation of the net income were based on the highest and best use of the subject property and have taken into consideration the income generated from comparable properties in the same location based on their highest and best use.
External appraisers use the risk premium method to decide on the direct capitalization rate and discount rate. The fixed deposit interest rate, government bonds rate, real estate investment risk, money supply-demand variation, the trend of real estate value are taken into consideration to decide the likely rate of return on the most common investment as a basis in order to derive the capitalization rate or discount rate. The differences in individual characteristics between the above most common investment and the subject property are compared in terms of their liquidity, risk, appreciation, and management. As of December 31, 2020, the discount rate was 2.030%~4.655%, and the weighted average capitalization rate was 1.730%~5.555%, derived as the ratio of annual net operating income of comparable properties divided by reasonable price.
(ii) Evaluation through land development analysis
The Group classified its undeveloped land as investment property. The Group adopted the development land analysis approach to measure the fair value of the undeveloped land in accordance with Article 9 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The input value involved in evaluation belongs to level 3. The relevant information is summarized as follows:
December 31, 2020
| December 31, 2020 | ||
|---|---|---|
| Subject | Annan Dist., Tainan City | Qianzhen Dist., Kaohsiung City Others 110,949,840 2,614,812 19%~22% 12%~20% 3.650%~5.8547% 0.92%~3.05% Colliers International Taiwan Real Estate Joint Appraisers Firm Hon Bun Real Estate Appraisers Firm, Colliers International Taiwan and China Real Estate Appraisers Firm Shiou-ying, Jan and Jian-hui,Gu Yu-xian, Houng, Jian-hui,Gu, Shiou-ying, Jan, Dian-Ching, Hsieh and Ching-Tang, Li December 31, 2020 December 31, 2020 28,519,000 1,353,578 |
| Estimate total sales price Rate of return Capital interest rate Evaluation office Appraiser name Evaluation date Outsourcing fair value |
7,968,120 23% 1.770% CCIS Real Estate Joint Appraisers Firm Huo-ming, Huang December 31, 2020 $ 4,995,991 |
The land development analysis included procedures such as identifying the content of land development and estimating the required period of development; investigating individual cost and related expenses, collecting current market prices; on-site survey and investigating and analyzing the degree of development in the local environment; estimating the marketable area of land or building after construction or building; estimating the total sales price of properties after completion of construction or building; estimating individual cost and related expenses; deciding an appropriate rate of return and an overall capital interest rate; calculating land development analysis value.
(Continued)
44
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
Investment property included several rentals of real property to others. Each lease contract include the original non-cancellable lease and the subsequent lease is negotiated with the lessee without collection of contingent rental. Please refer to Note 5(r) for the relevant information including rent revenue and the direct operating expenses incurred.
As of December 31, 2020, the Group provided as collateral portion of its investment property. Please refer to Note 7 for details of the related assets pledged as collateral.
In the era of pre-Taiwan Alkali Industrial Corporation (TAIC), TAIC had leased the lands located in Tainan and Chiayi area to the local peasants and fishermen, and the surviving tenants shall continue paying the rent to the Company according to the agreements. In the event of the resumption of self-business use or the sale of the lands, the leases shall be terminated under the contractual agreements and Land Laws. If there is any redemption in some cases, the Company will recognize and evaluate the possible expenses and costs case by case.
AnShun Land Located in Tainan City Annan District:
(i) History
-
1) The land where the AnShun Alkali plants located was originally established by Japanese company Kanegafuchi Soda in 1938 under Japanese Colonial Rule.
-
2) The Government undertook construction after the Retrocession of Taiwan, and established a state-owned company, Taiwan Alkali Industrial Corporation (TAIC) and operated at the AnShun Site. In 1961, the competent authorities in charge of the relevant state-owned enterprises approved the investment plan and budget for producing Pentachlorophenol and sodium pentachlorophenol products used in herbicides and wood preservative fungicides.
-
3) Due to operational factors, the plant was ordered to be closed by Executive Yuan Department of Economic Affairs in early 1982.
-
4) In April 1983, Executive Yuan Department of Economic Affairs ordered China Petrochemical Development Corp., the state-owned Company, the subsidiary of CPC at the time, to merge with TAIC. The Company took charge of Anshun land of TAIC.
-
5) Since the said merger, the Company takeover the Anshun land, the Company has never had any act of production, operations, development, use or pollution at the site. According to subsequent investigation and research, parts of the area had dioxin and mercury contamination in soil. The land was designated by the Tainan City Government and the Environmental Protection Department of the Executive Yuan as a “Soil Pollution Control Site” and “ Soil pollution remediation site” in April 2002 and March 2004, respectively, per the Soil and Groundwater Pollution Remediation Act.
-
6) Tainan city government and other government authorities cited Article 75 of Taiwan’s Company Law that since the Company merged with TAIC, and was regarded as the surviving company, the Company should take all responsibilities for the rights and obligations of TAIC, along with the treatment projects and remediation plan. As the Company never used the land after being ordered to take charge by the Executive Yuan
(Continued)
45
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
Department of Ministry of Economic Affairs (MOEA), the Company thus objected and carried out the following administrative and judicial remedies to identify the government conception of the “Polluters” and the condition of pollution:
-
a) The Company filed a plea of State Compensation claim to Ministry of Economic Affairs, Administration Yuan (MOEA), but was rejected.
-
b) In January 2006, the Company filed a complaint against MOEA in the Taiwan Taipei District Court in the amount of $10,077 thousand for reimbursement compensation.
-
c) The complaint was dismissed by the Supreme Court in February, 2008. Upon the application of Constitution Interpretation by the Company, J.Y. No.714 Interpretation of the Grand Justice was issued in November, 2013, and considered that Soil and Groundwater Pollution Remediation Act (SGPR Act) does not violate the principle of prohibition against retroactive law, or the principle of proportionality the retroactive rule; however, the holding did not mention whether the successor of the Polluter entity should be responsible for the treatment projects and remediation plan under SGPR Act was not within the scope of the regulation.
-
d) The Company has filed series of complaint on those issues according to this Constitutional Interpretation.
-
7) Tainan City Government issued the letter No. 09722000130 and No. 09722003360 in January and February 2008 respectively, and requested the Company to propose a remediation plan for the soil and groundwater pollution of the Anshun plant in accordance with the Soil and Groundwater Pollution Remediation Act.
-
a) The Company proposed the “Tainan City, CPDC former Taiwan Alkali Anshun site and 2nd class number nine road on the eastern side of the grass area of the site, soil pollution remediation pollution remediation plan” per the regulation at the end of June 2008 and the plan was submitted to Tainan city government for review and formally approved in May 2009. In 2012, the remediation plan was put forward and approved on July 2, 2012. The 1st instance was completed in September 2014 and entered the second phase of the remediation, which will last 10 years. A second revision of the remediation plan was proposed and submitted to Tainan City Government for review, and the approval letter issued by Tainan City Government informed of the approval of the 2nd remediation plan, which shall be publicly displayed per regulations. Currently, the Tainan City Environmental Protection Bureau reviewed and adopted the plan on April 14, 2015 and the assessment was announced by Tainan City Government on May 4, 2015. According to the remediation technology and the actual implementation of the subsequence adjustment, the 3rd remediation change plan was proposed on March 2, 2017, which remediation plan was focus on the remediation plan of 2nd phase and brought in the unfinished items in the 2nd change plan. Currently, the 3rd plan was reviewed and adopted on January 3, 2018.
(Continued)
46
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- b) The relating remediation expense for the first phase was estimated to be $1,647,200 thousand. The remediation expense about $1,600,000 thousand was engaged as the 1st phase until September 2014. Simultaneously, the following 10-year remediation work needed to be started after the 2nd change plan was adopted at an estimated cost of $1,356,000 thousand in December 2014.
(ii) Extension legislation:
-
1) Remediation prepay
-
a) Tainan city government on February 27, 2008 with the letter No. 09722004430 asked the Company to pay each expense: $88,786 thousand, coming from investigation assessments and strain necessary measures, which was prepaid by Tainan city government and EPA of Executive Yuan on behalf of land polluters, within deadline. The expense would double and transfer to court for enforcement if overdue. This expense was adjusted to list in 2007 per Financial Accounting Standards and the Company prepaid on behalf of land relations based on the laws and regulations in July 2008. The Company objected to the prepaid expense and land polluter, hence, the administrative remedy was proposed in July 2008, with Kaohsiung High Administrative court sentencing the Company to pay the expense $88,430 thousand in January 2008. The Company appealed in March 2008 and Supreme Administrative Court sent the case back to Kaohsiung High Administrative Court for further trial. Kaohsiung High Administrative court sentenced the original punishment and the petition decision beyond $76,066 thousand was withdrawn. In December 2013, both parties proposed the appeal for the unfavorable parts and Supreme Administrative Court sentenced the amount beyond $203 thousand and lawsuit expenses are all abandoned in April 2015 and sent back to Kaohsiung High Administrative court for continued trial. The determined withdrawn amount $356 thousand had all been returned back to the account by Tainan city government. Kaohsiung High Administrative court rejected the appeal of the Company on December 2016. The Company proposed the appeal remedy for the unsatisfied sentenced contents on January 2017. Supreme Administrative Court sentenced on January 2018 that the expenses $1,134,718 thousand did not need to be undertaken by the Company.
-
b) Tainan city government on May 22, 2009 with the letter No. 09822013680 asked the Company pay the expenses $17,962 thousand, which resulted from the relevant working plan of AnShun Land Site soil pollution remediation and was prepaid by Tainan city government on behalf of the Company, and Tainan city government in December 2009 with the letter No. 09822035440 asked the Company to pay the above fees prior to January 31, 2010. The Company estimated such expense at the end of 2009 and proposed the administrative remedy in January 2010 and prepaid the above fees within the deadline inquired by Tainan city government based on the law regulations. The petition was rejected in March 2011, thus, the administrative lawsuit was proposed according to the law. Kaohsiung High Administrative court sentenced that the amount beyond $17,867 thousand was withdrawn. After the appeal, Supreme Administrative Court sentenced to return back to Kaohsiung High
(Continued)
47
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
Administrative court for further trial in September 2013. Kaohsiung High Administrative court sentenced the amount beyond $7,068 thousand was withdrawn on October 7, 2015 and this case had been appealed for the remedy. The determined withdrawn amount $95 thousand had been returned back to the account by Tainan city government. The verdict from Supreme Administrative Court had been received on February 18, 2017, the fact was again returned back to Kaohsiung High Administrative court for the trial. In July 2018, Kaohsiung High Administrative Court considered that the payment amount which is exceeding $8,121 thousand shall be revoked. Both parties are dissatisfied and file an appeal. In January 2020, Supreme Administrative Court annulled the original judgment, remanding the case back to Kaohsiung High Administrative court. On November 24, 2020, The court’ s judgement is announced that the payment amount which exceeds $7,622 thousand shall be revoked. For company’ s best interests and reasonable pollution remediation fee, The Company filed an appeal on December 18, 2020. The case is still under trial now.
-
c) The Tainan City Government, in February 2014, passed that the Company was the polluters per judgment No. 1953 which was pass down in 2007 and asked the Company to pay the 2011 advanced payment of supervision and management on behalf of Anshun factory, in the amount of $27,444 thousand. The Company paid the fee in advance as previous mention within the requested deadline by the Tainan City Government based on the law regulations and filed the petition for remedy in March 2014, which was rejected by the petition authorities. The Company was not satisfied with the result, and filed the administrative legal appeal in September of same year. The Kaohsiung High Administrative Court sentenced the Company to pay $154 thousand. However, Tainan City Government was not satisfied with the verdict and filed the appeal for remedy, the Company also filed an appeal based on the Company’ s claims to Supreme Administrative High Court. The Supreme Administrative High Court suspended the original verdict in February 2018, and currently the case is under hearing by the Kaohsiung High Administrative Court. On December 19, 2019, a fine of $5,301 thousand was imposed by the court; in pursuit of the best interest of the Company, an appeal was filed with Supreme Administrative Court on January 16, 2020. And this case is still under trial.
-
d) Tainan City Government, in May 2016, issued the letter No. 10504498726, requesting the Company pay a fee for the “supervision management and audit work plan of 2013 CPDC (Taiwan Alkali) Anshun plant site remediation” and requesting the Company pay the fee of $63,271 thousand prior to July 20, 2016, per paragraph 4 of article 14, article 15 and paragraph 1 of article 43. The Company paid the fee within the requested deadline by the Tainan City Government based on applicable regulations. After the rejection of the petition for the remedy in June 2016, the Company filed for administrative litigation in December 2016 and received parts of the winning judgment in July 2017. In order to maintain the Company’s right and interest, the Company had proposed the appeal to Supreme Administrative Court for remedy of the unfavorable parts in August 2017. In the meanwhile, Tainan City Government filed for an appeal too. On October 31, 2018, Supreme Administrative Court dismissed the Company’ s appeal, revoked the rest of the verdicts and remanded the case back to Kaohsiung High Administrative. Except for the
(Continued)
48
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
judgement is final and binding, The Court ruled that the amount exceeding $7,622 thousand was revoked(It means that the Company shall pay $39,863 thousand). Both parties appealed to Supreme Administrative Court base on their unprofitable part of verdict in October 2019. And this case is still under trial now.
-
e) The Tainan City Government issued the letter No. 1080412260 in April 2019, requesting the Company to pay before June 30, 2019. The government claimed to have performed "2016 China Petroleum & Chemical Corporation Anshun Plant Remediation Site Supervision, Management and Checking Work Plan" on behalf of the Company, and request the Company to pay $59,624 thousand in accordance with Article 14 (4) and Article 15 of the Soil and Groundwater Pollution Remediation Act. Based on the laws and regulations, the Company paid the aforementioned fees first within the time limit set by the Tainan City Government, and filed an administrative appeals in May of the same year. Tainan City Government dismissed the Company’ s petition on August 28, 2020. The Company initiate an action to Kaohsiung High Administrative court for the administrative remedy on October 28, 2020 and this case is still under trial now.
-
2) Tainan city government claimed that the Company did not implement per the remediation process.
-
a) Tainan city government, in June 2017, with the letter No. 1060630217 attached with sanction letter No. 106060012 determined the 3rd remediation change plan not proposed and took it as reason and imposed a penalty of $1,000 thousand. After the verification, there is no ‘take it as’ term in Soil pollution law and Implementation rules, which violated the principle of administration. The petition remedy had been proposed in July 2017 and the rejection of petition was received in October of the same year. The Company proposed to Kaohsiung High Administrative court for the administrative remedy in December of the same year. Later, an against judgment is rendered against the Company. The Company filed an appeal to the Supreme Court. On July 7, 2020, the Supreme Court reverse the original judgement and remand the case to the Kaohsiung High Administrative Court. On December 28, 2020, Kaohsiung High Administrative court give the judgement against the Company.
-
b) The Tainan City Government issued the punishment notification No. 108040003 in April 2019 as a result of the concentration of the dioxin in the exhaust pipe test results not being lower than the standard set by the third change plan (less than 0.1ng-TEQ/Nm3) and would result in a fine of $200 thousand. An administrative appeals was filed in May 2019 in accordance with the laws, and the Environmental Protection Agency of the Executive Yuan dismissed in July of the same year. The Company filed an administrative lawsuit in September of the same year. The case is currently in administrative court of the Tainan District Court.
3) Others
- a) The Company still has the objection on the adscription of pollution responsibility for AnShun land located in Tainan City Annan District and would continue to strive for the possible administrative and law remedy actively.
(Continued)
49
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
In view of the jurisdiction explanation No.714, which indicated whether the general successors of polluters bear the burden of remediation responsibilities, was not in the scope of the Soil and Groundwater Pollution Remediation Act. Also, considering the previous Taiwan Alkali Co. Ltd. was a state-owned enterprise, and the Anshun plant was controlled, supervised, and assigned operations and gained beneficially by the Ministry of Economic Affairs, Taiwan Provincial Government and CPC, such actions should be part of national behavior, yet, the resulting pollution and remediation was asked to be borne by the private legal person. The Company applied to the Tainan city government to determine the beginning of the actual pollution or potential perpetrators, and who should pay the relevant costs and penalties. The rejection was made by the Tainan City Government in November 2014. The Company filed a legal petition in December 2014 and the original disposal authorities revoked the original punishment in March 2014, hence, the Executive Yuan Environmental Protection Agency made the decision not to proceed with the case. The original disposal authorities revoked the previous punishment but simultaneously imposed a new one, the Company also filed a petition to the new punishment. The Company’ s petition was decided not to proceed in August 2015 and the Company filed an administrative legal appeal instead, due to multiple errors, which was under hearing by the Kaohsiung High Administrative Court. Through the rejection of the Company’ s request by Kaohsiung High Administrative court, the Company proposed the appeal for remedy in November 2017. Supreme Administrative Court dismissed the Company’ s appeal. The company file a petition for constitutional interpretation, but it was dismissed by Grand Justices of the Constitutional Court.
The cumulative fee of invested and estimated control & management cost and remediation fee were $3,686,964 thousand as of December 31, 2020. The preceding remediation fee was estimated according to the current possible situations by the Company. However, unpredictable future events may cause large fluctuations in the total expected remediation fees. This will be closely monitored and evaluated by management
b) Anshun dormitory designated monuments case
Original Kagakude Negai O Ka Corporation’ s dormitories of Tainan plant belonging to the Company was designated by the Tainan City Government, under the letter No. 1031053448A issued on November 17, 2014, as a municipal historic site. However, the administrative sanction has various areas of dispute, thus the Company was not satisfied with the judgment. Hence, the Company filed a legal petition for remedy in December 2014. The petition decision report from the Ministry of Culture revoked the designated land of the Company as a historical site including 4 area in August 2015. The Company appealed for the administrative remedy of the remaining areas, which was under hearing by the Supreme Court. In July, 2020, the Supreme Administration Court reversed the original judgement and remanded the case to the Kaohsiung High Administrative Court. And this case is still being heard in the Court.
(Continued)
50
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
Xincun Land of Taiwan Alkali Co., Ltd.:
1) History
On the premise that the residents obeyed the agreement, the Company signed an agreement with the local communities that land within Feng Shan District, Kaohsiung City shall be granted free of charge for public use.
2) Extension legislation
Business inspector found that the land was occupied by residents that built illegal construction, which violated the agreement. After communicating with the residents’ multiple times, the situation still did not improve. To be responsible for asset management and reach the expectation of the Company’ s shareholders, the Company filed a legal appeal in February 2013 to require to the demolition of the illegal construction and return the land. Kaohsiung District Court rejected the Company’ s petition. Due to the previous judgment, the Company filed a legal appeal for remedy in September 2014, which was rejected by the Kaohsiung High Court in July 2016. The Company filed the appeal for remedy to Supreme Court in August of same year and was under hearing in April 2019. The court remand the case to the Kaohsiung High Administrative Court, and this case is still being heard in the Court.
Shulin Land of Taiwan Alkali Co., Ltd.:
-
1) History:
-
a) No. 540, 541 and 543, Dongshan Section, Shulin District, Xinbei City and No. 489, Weiwang Section, Shulin Dist., New Taipei City 238, Taiwan including land originally belonging to Shulin plant of Taiwan Alkali Co. Ltd. Taiwan Alkali Co. Ltd., which established the plant in 1962 and closed the plant in 1975. The Executive Yuan Department of Economic Affairs in April 1983 ordered the government-owned Company which at the time was also a subsidiary of CPC to merge with Taiwan Alkali Co. Ltd..
-
b) Then the plant was subsequently sold to CPC. The New Taipei City Government Environmental Protection Bureau, on August 16, 2010, announced the land as “soil pollution control site”.
-
c) The New Taipei City Government Environmental Protection Bureau issued the letter No. 1000010000 in March 2011 declaring that the Company merging with Taiwan Alkali Co. Ltd. was regarded as the surviving company and shall take the responsibility for the rights and obligations of Taiwan Alkali Co. Ltd. for soil pollution remediation according to article 75 of Company Act and was deemed as the polluter and required to propose subsequent disposal and remediation.
(Continued)
51
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
Since the change of predetermined place of CPC’s warehouse, the relocation schedule had to be extended to November 15, 2017. The remediation work schedule was postponed so that the soil pollution control plan (change plan) of Shulin Land of former Taiwan Alkali Co., Ltd (part of the sites) was proposed in April 2017. New Taipei City Government sent the letter to agree for future reference on May 18, 2017. Because of the different dynamic factors for the predetermined place of CPC’s warehouse, the relocation process was extend to December 31, 2021, and the remediation work schedule had to be postponed. Therefore, the “soil pollution control plan (the 2nd change plan) of Shulin Land of former Taiwan Alkali Co., Ltd (part of the sites)” was proposed in August 2019, and New Taipei City Government agreed for future reference on August 16, 2019. We are now performing this project subject to the soil pollution control plan.
The relevant remediation expense of $273,750 thousand was estimated and listed in 2011 according to Financial accounting standards related regulations. However, it will be assessed to adjust for changes due to internal and external factors in future, which may result in significant differences on the entire remediation expense.
(k) Intangible assets
The cost, amortization, and impairment of the intangible assets of the Group were as follows:
| Costs: Balance as of January 1, 2020 Acquisition Disposal Effect of movement in exchange rates Balance as of December 31, 2020 Amortization and Impairment Loss: Balance as of January 1, 2020 Amortization for the period Disposal Effect of movement in exchange rates Balance as of December 31, 2020 Carrying value: Balance as of December 31, 2020 |
Goodwill $ 144,862 - - (8,991) $ 135,871 $ - - - - $ - $ 135,871 |
Computer software 8,422 3,182 (69) 11 11,546 2,680 1,282 (69) 20 3,913 7,633 |
Patents and trademark 100,247 83 - 31 100,361 73,387 11,209 - 96 84,692 15,669 |
Total |
|---|---|---|---|---|
| 253,531 3,265 (69) (8,949) 247,778 76,067 12,491 (69) 116 88,605 159,173 |
As of December 31, 2020, the aforesaid intangible assets were not pledged as collateral.
(Continued)
52
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(l) Short-term loans
The short-term loans were summarized as follows:
| Letters of credit - CPDC Unsecured bank loans - CPDC Secured bank loans - CPDC Total Total short-term credit lines Unused short-term credit lines Range of interest rates |
December 31, 2020 |
December 31, 2020 |
|---|---|---|
| $ 1,175,000 1,300,000 1,140,000 $ 3,615,000 $ 7,801,296 $ 2,330,278 1.2799%~1.3857% |
||
| 1.2799%~1.3857% |
Please refer to Note 7 for details of the related assets pledged as collateral.
- (m) Long-term loans
| Secured bank loans - CPDC Secured bank loans - Weihua Secured bank loans -Weiming Secured bank loans - Weicai Sale and leaseback -Weicai Less:current portion Total Total long-term credit lines Unused long-term credit lines Range of interest rates |
December 31, 2020 $ 5,570,000 206,370 3,339,673 158,217 130,223 (1,914,833) $ 7,489,650 $ 17,636,400 $ 5,601,475 1.3%~5.5% |
|---|---|
On February 2, 2016, the Company signed a syndicated loan agreement for 5 years with Mega International Commercial Bank, the lead bank of the syndicated loan, and 7 other banks in order to raise funds to build the plant and accessory equipment and meet funding requirement. The aggregate amount of credit line of the syndicated loan was $4,350,000 thousand.
-
(i) Syndicated loan A: The credit line is $2,900,000 thousand consisting of medium-term secured loans and non-revolving credit facility, which was used to finance the building of plants and purchase of accessory equipment.
-
(ii) Syndicated loan B: The credit line is $1,450,000 thousand consisting of medium-term loans and revolving credit facility, which was used to meet funding requirements.
(Continued)
53
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
-
(iii) The financial covenants under the loan agreement include the requirement to maintain certain financial ratios based on the reviewed semi-annual consolidated financial statements and audited annual consolidated financial statements. If the Company breaches these financial covenants, the syndicated banks may declare the unpaid principal, interest, fees and other sums payable by the Company under the loan agreement to be immediately due and payable. These financial ratios are as follows:
-
1) Current ratio (total current assets divided by total current liabilities): not lower than 100%.
-
2) Leverage ratio (total liabilities plus contingent liabilities to tangible net worth): not higher than 100%.
-
3) Times interest earned (income before tax plus depreciation expense plus amortization expense divided by interest expenses): not lower than 2 times.
-
(iv) In the event that there is a financial ratio violation in any of the fiscal years, the period from the announcement of the consolidated financial statements that does not comply with the financial commitments to the announcement date of the next consolidated financial statements shall be the improvement period. If the borrower resolves the violation during the improvement period, it is not considered a breach of financial commitment. However, the borrower shall, from the date of the announcement of the consolidated financial statements that does not comply with the financial commitment, to the date of interest payable after the expiration of the improvement period, the credit balance of credit cases, in accordance with Article 7 (3) of this contract, the applicable interest rate plus the annual interest rate of 0.05% is charged to interest. If the improvement is not completed within the time limit, from the expiration date of the improvement period, the next interest payable date after the date on which the borrower has filed a consolidated financial statements meeting the financial commitments, for the credit balance of this credit, the interest rate shall be calculated based on the contract interest rate plus the annual interest rate of 0.05%, and may be handled in accordance with the breach of contract.
-
(v) The term of the repayment of the category A credit is stipulated as: The first period will be paid off from the date of the first use of the credit application to the expiration of three years. After that, it will be a period of six months for once. Settlement of the liability divided into five phases. The first period to the fourth period, each period shall be settled separately for 15% of the outstanding principal balance of the expiration date of the credit period, and the fifth period shall be settled for 40% of the outstanding principal balance of the expiration date of the credit period.
-
(vi) The term of payment of the category B credit is stipulated as: The borrower shall fully repay on the due date as set out in each application for use.
On March 9, 2020, the Company signed a syndicated loan agreement for 3 years, plus a 2-year extension option, with Shin Kong Commercial Bank, the lead bank of the syndicated loan, and 7 other banks in order to meet funding requirement. The aggregate amount of credit line of the syndicated loan was $3,900,000 thousand.
(Continued)
54
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
-
(i) Syndicated loan A: The credit line is $2,815,000 thousand consisting of medium-term secured loans and revolving credit facility, which was used to meet funding requirement. The loan period lasts 3 years upon first disbursement. With the premise that the Company does not violate any restrictions, the loan period may be extended upon expiration for 2 years, and limited to once, through written application.
-
(ii) Syndicated loan B: The credit line is $1,085,000 thousand consisting of commercial promissory note agreements and revolving credit facility, which was used to meet funding requirement. The loan period lasts 1 year upon first disbursement. With the premise that the Company does not violate any restrictions, the loan period may be extended 12 months before expiration, and limited to twice, through written application.
-
(iii) 24 months after the first disbursement and every 6 months ever since, the credit line of the syndicated loan is diminished by 10% of the total credit line, applicable to the extension period. In advance of each credit line diminished date, for loan A, the Company shall settle any exceeding principal, interests, and other relating liabilities, free of prepayment terms included in the contract. For loan B, the Company shall make deposit to the designated account to make up for the amount of note principal exceeding the credit line, free of prepayment terms included in the contract. The Company may withdraw the deposit after the aforementioned note is settled.
-
(iv) The financial covenants under the loan agreement include the requirement to maintain certain financial ratios based on the reviewed semi-annual consolidated financial statements and audited annual consolidated financial statements. These financial ratios are as follows:
-
1) Current ratio (total current assets divided by total current liabilities): not lower than 100%.
-
2) Leverage ratio (total liabilities plus contingent liabilities to tangible net worth): not higher than 100%.
-
3) Times interest earned (income before tax plus depreciation expense plus amortization expense divided by interest expenses): not lower than 2 times.
-
4) Tangible net worth (total equity excluding intangible assets): not lower than $60,000,000 thousand.
(Continued)
55
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
-
(v) In the event that there is a financial ratio violation in any of the fiscal years, the period from the announcement of the consolidated financial statements that does not comply with the financial commitments to the announcement date of the next consolidated financial statements shall be the improvement period. If the borrower resolves the violation during the improvement period, it is not considered a breach of financial commitment. However, the borrower shall, from the date of the announcement of the consolidated financial statements that does not comply with the financial commitment, to the date of interest payable after the expiration of the improvement period, the credit balance of credit cases, in accordance with Article 8 of this contract, the applicable interest rate plus the annual interest rate of 0.05% is charged to interest, plus guarantee fee. If the improvement is not completed within the time limit, from the expiration date of the improvement period, the next interest payable date after the date on which the borrower has filed a consolidated financial statements meeting the financial commitments, for the credit balance of this credit, the interest rate shall be calculated based on the contract interest rate plus the annual interest rate of 0.05%, and may be handled in accordance with the breach of contract.
-
(vi) The term of the repayment of the category A credit is stipulated as: the repayment shall be completed on the expiration date stated in the application form for each disbursement.
-
(vii) The term of the repayment of the category B credit is stipulated as: The repayment shall be completed on the due date stated on the note.
On July 13, 2020, the Company signed a medium-term loan agreement for 3 years with CTBC Bank in order to meet funding requirement. The aggregate amount of credit line of the loan was $2,000,000 thousand.
The financial covenants under the loan agreement include the requirement to maintain the following financial ratios based on the reviewed semi-annual consolidated financial statements and audited annual consolidated financial statements. In the event of any violation, the CTBC Bank is entitled to reduce credit line, shorten the loan period, and have all principals and interests repaid immediately.
-
(i) Current ratio (total current assets divided by total current liabilities): not lower than 120%.
-
(ii) Leverage ratio (total liabilities plus contingent liabilities to tangible net worth): not higher than 100%.
-
(iii) Times interest earned (income before tax plus depreciation expense plus amortization expense divided by interest expenses): not lower than 2 times.
-
(iv) Tangible net worth (total equity excluding intangible assets): not lower than $67,000,000 thousand.
Please refer to Note 7 for details of the related assets pledged as collateral.
(Continued)
56
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
-
(n) Bonds payable
-
(i) The details of bonds payable were as follows:
| The details of bonds payable were as follows: | ||
|---|---|---|
| Domestic secured non-convertible bonds Less: current portion Balance of bonds payable Maturity year |
December 31, 2020 |
|
| $ 3,500,000 - $ 3,500,000 114 |
||
| 114 |
- (ii) The Group issued domestic secured non-convertible bonds at the amount of $3,500,000 thousand for the year ended December 31, 2020, the terms were as follows:
| Issue amount Issue date Issue period Coupon rate Interest payment date Repayment and interest payment Collateral |
The first domestic secured non-convertible bond in 2020 Bond A Bond B Bond C $ 1,500,000 1,000,000 1,000,000 109.9.21 109.9.21 109.9.21 5 years 5 years 5 years % 0.64 % 0.64 % 0.64 September 21 September 21 September 21 Repayment on maturity, interest payment annually Repayment on maturity, interest payment annually Repayment on maturity, interest payment annually Bank Guarantee (Mega International Commercial Bank Co., Ltd.) Bank Guarantee (Bank of Taiwan Co., Ltd.) Bank Guarantee (Land Bank of Taiwan Co., Ltd.) |
|---|---|
Please refer to Note 7 for details of the related assets pledged as collateral.
(Continued)
57
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(o) Long-term bills payable
The components of long-term bills payable were as follows:
| Bills payable Bills payable Bills payable Bills payable Bills payable Bills payable Bills payable Bills payable Bills payable Bills payable Bills payable Bills payable Bills payable Bills payable Bills payable Bills payable Bills payable Bills payable Bills payable Less: Discount on long- term bills payable Total |
December 31, 2020 Acceptance institution Period Amount International Bills Finance Corporation 2020.12.07~2021.02.22 $ 200,000 International Bills Finance Corporation 2020.12.31~2021.01.05 150,000 Taching Bills Finance Corporation 2020.11.12~2021.01.07 300,000 Taching Bills Finance Corporation 2020.10.12~2021.01.07 100,000 China Bills Finance Corporation 2020.11.09~2021.01.27 800,000 China Bills Finance Corporation 2020.12.22~2021.03.22 500,000 China Bills Finance Corporation 2020.10.12~2021.01.08 500,000 China Bills Finance Corporation 2020.12.11~2021.03.11 720,000 China Bills Finance Corporation 2020.11.10~2021.01.27 30,000 Mega Bills Finance Corporation 2020.10.30~2021.01.26 550,000 Mega Bills Finance Corporation 2020.12.25~2021.02.25 670,000 Mega Bills Finance Corporation 2020.11.17~2021.01.18 200,000 Mega Bills Finance Corporation 2020.11.06~2021.01.18 80,000 Mega Bills Finance Corporation 2020.11.20~2021.01.18 140,000 Mega Bills Finance Corporation 2020.11.25~2021.01.18 270,000 Mega Bills Finance Corporation 2020.11.30~2021.01.26 85,000 Mega Bills Finance Corporation 2020.11.30~2021.01.26 15,000 Mega Bills Finance Corporation 2020.12.04~2021.01.26 150,000 Mega Bills Finance Corporation 2020.12.07~2021.02.25 200,000 5,660,000 (3,888) $ 5,656,112 |
|---|---|
| Acceptance institution | |
| International Bills Finance Corporation International Bills Finance Corporation Taching Bills Finance Corporation Taching Bills Finance Corporation China Bills Finance Corporation China Bills Finance Corporation China Bills Finance Corporation China Bills Finance Corporation China Bills Finance Corporation Mega Bills Finance Corporation Mega Bills Finance Corporation Mega Bills Finance Corporation Mega Bills Finance Corporation Mega Bills Finance Corporation Mega Bills Finance Corporation Mega Bills Finance Corporation Mega Bills Finance Corporation Mega Bills Finance Corporation Mega Bills Finance Corporation |
The Group had revolving commercial promissory note agreements with bills finance companies in order to finance its operations. The bills payable bear interest rates ranged from 0.28%~1.2620%, for the year ended December 31, 2020.
Please refer to Note 7 for details of the related assets pledged as collateral.
(Continued)
58
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(p) Lease liabilities
The lease liabilities of the Group were as follows:
| The lease liabilities of the Group were as follows: | |
|---|---|
| Current Non-current |
December 31, 2020 |
| $ 43,251 $ 249,741 |
For the maturity analysis, please refer to note 5(z)
The amounts recognized in profit or loss were as follows:
| Interest on lease liabilities Expenses relating to short-term leases |
For the year ended December 31, 2020 |
|---|---|
| $ 4,734 $ 50,246 |
The amounts recognized in the statement of cash flows for the Group were as follows:
| Total cash outflow for leases | For the year ended December 31, 2020 |
|---|---|
| $ 114,527 |
(q) Provisions
| Balance as of January 1, 2020 Provisions made during the year Provisions used during the year Provisions reversed during the year Provisions amortized during the year Effect of movements in exchange rate Balance as of December 31, 2019 Current Non-current |
Decommissioning $ 1,722,411 505 - (22,696) 3,096 57 $ 1,703,373 $ - 1,703,373 $ 1,703,373 |
Remediation project 603,972 249,750 (339,109) - - - 514,613 276,650 237,963 514,613 |
Employee benefits 302,807 67,802 (31,857) (16,326) - - 322,426 12,550 309,876 322,426 |
Total |
|---|---|---|---|---|
| 2,629,190 318,057 (370,966) (39,022) 3,096 57 2,540,412 289,200 2,251,212 2,540,412 |
(Continued)
59
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- (i) To comply with the Order of the Tainan City Government, the Company submitted a remediation plan proposal and accrued relevant remediation plan for approval before June 30, 2008 and evaluated the relating remediation expense of $1,647,200 thousand. In May 2009 and on July 2, 2012, the Company was granted official approval of its remediation proposal and amended remediation proposal, respectively. In September 2014, the Company completed the first phase of the implementation of its plan. It is expected to launch the second phase of the implementation of its remediation plan during the next decade. The Company has submitted the second phase of its amended remediation plan to the Tainan City Government for approval. On December 24, 2014, Tainan City Government notified the Company of its approval and now is under public tender review.
The aforementioned remediation costs of the Company were recognized in the total amount of $1,600,000 thousand for the first stage before September 2014. With the launch of the second remediation stage, the Company estimated the cost based on the situation on December 2014 at $1,356,000 thousand. Currently, the Tainan City Environmental Protection Bureau reviewed and adopted the plan on April 14, 2015 and the assessment was announced by Tainan City Government on May 4, 2015. According to the remediation technology and the actual implementation of the subsequence adjustment, the 3rd remediation change plan was proposed on March 2, 2017, which was reviewed and adopted on January 3, 2018. (Note 5(i) for more details)
-
(ii) 1) The Company’s four parcels of land at Dongshan section, Shulin district, New Taipei City were the original location of TAIC’ s Shulin plants, but then sold to the Taiwan Chinese Petroleum Corporation (CPC). On August 16, 2010, the Environmental Protection Department of New Taipei City Government has declared that such land as “Soil Pollution Control Site”. In March 2011, the Environmental Protection Department of New Taipei City Government issued letter No. 1000010000. In that letter, the Company was deemed to be the surviving entity, which assumed the rights and obligations of TAIC following its merger with TAIC and TAIC ceased to exist. As the surviving entity from this merger, the Company was therefore declared as the polluter and was required to submit a remedial plan.
-
2) Since the change of predetermined place of CPC’s warehouse, the relocation schedule had to be extended to November 15, 2017. The remediation work schedule was postponed so that the soil pollution control plan (change plan) of Shulin Land of former Taiwan Alkali Co., Ltd (part of the sites) was proposed in April 2017. New Taipei City Government sent the letter to agree for future reference on May18, 2017. Because of the different dynamic factors for the predetermined place of CPC’s warehouse, the relocation process was extended to December 31, 2021 and the remediation work schedule had to be postponed. Therefore, the “soil pollution control plan (the 2nd change plan) of Shulin Land of former Taiwan Alkali Co., Ltd (part of the sites)” was proposed in August, 2019, and New Taipei City Government agreed for future reference on August 16, 2019. We are now performing this project subject to the soil pollution control plan. However, it will be assessed to adjust for changes due to internal and external factors in future, which may result in significant differences on the entire remediation expenses.
(Continued)
60
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(r) Operating lease
The Group leases out its property. The Group has classified these leases as operating leases, because it does not transfer substantially all of the risks and rewards incidental to the ownership of the assets. Please refer to note 5(j) sets out information about the operating leases of investment property.
A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date are as follows:
| Less than one year One to two years Two to three years Three to four years Four to five years More than five years Total undiscounted lease payments |
December 31, 2020 $ 31,461 31,461 31,504 23,415 21,600 235,196 $ 374,637 |
|---|---|
For the year ended December 31, 2020, the income from the rental of investment property, property, plant and equipment amounted to $17,461 thousand.
(s) Employee benefits
(i) Defined benefit plans
Reconciliation of defined benefit obligation at present value and plan asset at fair value were as follows:
| Present value of funded defined benefit obligation Fair value of plan assets Net defined benefit liabilities |
December 31, 2020 $ 867,524 (558,798) $ 308,726 |
|---|---|
The provision consists of net defined benefit liabilities and accrued pension liabilities for professional management. The accrued pension liabilities for professional management was $0 thousand as of December 31, 2020.
The Group makes defined benefit plan contributions to the pension fund account with Bank of Taiwan and provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.
(Continued)
61
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
1) Composition of plan assets
The Group allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.
The Group’ s Bank of Taiwan labor pension reserve account balance amounted to $557,443 thousand as of December 31, 2020. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
- 2) Movement in present value of the defined benefit obligations
The movement in present value of the defined benefit obligations for the Group were as follows:
| Defined benefit obligation, January 1 Benefits paid from plan assets Current service costs and interest Re-measurements of the net defined benefit liability (assets) Defined benefit obligation, December 31 |
For the year ended December 31, 2020 $ 905,333 (111,841) 19,606 54,426 $ 867,524 |
|---|---|
- 3) Movement of defined benefit plan assets
The movement in the present value of the defined benefit plan assets for the Group were as follows:
| Fair value of plan assets, January 1 Employer contributions Benefits paid by the plan Expected return on plan assets Re-measurements of the net defined benefit liability Fair value of plan assets, December 31 |
For the year ended December 31, 2020 $ 627,711 16,258 (111,841) 5,434 21,236 $ 558,798 |
|---|---|
(Continued)
62
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- 4) Expenses recognized in profit or loss
The expenses recognized in profit or loss for the Group were as follows:
| Current service cost Others Net interest of net liabilities for defined benefit Operating costs Selling expenses Administrative expenses Research and development expenses Actual return on plan assets |
For the year ended December 31, 2020 $ 11,610 (490) 2,562 $ 13,682 $ 11,784 130 1,564 204 $ 13,682 $ 26,670 |
|---|---|
- 5) Remeasurement of net defined benefit liability (asset) recognized in other comprehensive income
The Group’ s remeasurement of the net defined benefit liability (asset) recognized in other comprehensive income was as follows:
| Accumulated balance, January 1 Recognized during this year Accumulated balance, December 31 |
For the year ended December 31, 2020 $ (185,118) (33,190) $ (218,308) |
|---|---|
- 6) Actuarial assumptions
The principal actuarial assumptions at the reporting date were as follows:
| Discount rate Future salary increases |
For the year ended December 31, 2020 |
|---|---|
| 0.4%~1% 1%~3% |
The expected allocation payment to be made by the Group to the defined benefit plans for the one-year period after the reporting date is $9,244 thousand.
(Continued)
63
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
~ The weighted average lifetime of the defined benefits plans is 5.90 13.64 years.
7) Sensitivity analysis
In determining the present value of the defined benefit obligation, the Group’ s management makes judgments and estimates in determining certain actuarial assumptions on the balance sheet date, which includes employee turnover rate and future salary changes. Changes in actuarial assumptions may have significant impact on the amount of defined benefit obligation.
If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:
| December 31, 2020 Discount rate Increase in future wage |
Impact on the present value of defined benefit obligation Increase by 0.25% Decrease by 0.25% $ (7,515) 24,254 23,872 (7,220) |
|---|---|
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.
There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2020 and 2019.
(ii) Defined contribution plans
The Group allocates 6% of each employee’ s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Group allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.
The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $51,675 thousand for the year ended December 31, 2020.
- (iii) The pension recognized consists of pension expenses and pensions for professional management. The pension expenses for professional management was $13,291 thousand as of December 31, 2020.
(iv) Short-term compensated absences liabilities
As of December 31, 2020, the Group’s short-term compensated absences liabilities amounted to $12,550 thousand.
(Continued)
64
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(t) Income Tax
(i) Income tax expense
The components of income tax expense for the year ended December 31, 2020 were as follows:
| Current income tax expense (benefit) Currently incurred Adjustment to prior year’s income tax charged to current income tax Deferred tax expense (benefit) The origination and reversal of temporary differences Unrecognized changes of deductible temporary differences Income tax expense (benefit) |
For the year ended December 31, 2020 $ 58,341 (76,082) (17,741) (760,345) 239,135 (521,210) $ (538,951) |
|---|---|
For the year ended December 31, 2020, income tax expenses recognized under other comprehensive income were $0 thousand.
Reconciliation of income tax expense and profit before tax for the year ended December 31, 2020 were as follows:
| Profit before income tax Income tax on pre-tax financial income calculated at the domestic rate Effect of tax rates in foreign jurisdiction Tax-free income Adjustment of deferred tax Unrecognized deferred tax assets Prior years income tax adjustment Changes of permanent differences Others Total |
For the year ended December 31, 2020 |
|---|---|
| $ 231,345 $ 46,269 (8,637 (3,257 (1,040 239,135 (76,082 (407,932 (327,407 $ (538,951 |
(Continued)
65
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(ii) Deferred tax assets and liabilities
- 1) Unrecognized deferred tax liabilities
The Group is able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries as of December 31, 2020. Also, management considers it probable that the temporary differences will not reverse in the foreseeable future. Hence, such temporary differences are not recognized under deferred tax liabilities. Details are as follows:
| Aggregate amount of temporary differences related to investments in subsidiaries Unrecognized deferred tax liabilities 2) Unrecognized deferred tax assets Decommissioning liabilities Remediation project Pollution remediation Allowance for doubtful receivables Investment property, property, plant and equipment Pension Tax loss Others |
December 31, 2020 |
December 31, 2020 |
|---|---|---|
| $ 39,698 $ 7,940 December 31, 2020 |
||
| December 31, 2020 |
||
| $ 96,784 238,563 276,050 319,484 2,963,604 210,816 7,310,487 146,512 $ 11,562,300 |
The R.O.C. Income Tax Act allows net losses, as assessed by the tax authorities, to offset taxable income over a period of ten years for local tax reporting purposes. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilize the benefits therefrom.
(Continued)
66
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
As of December 31, 2020, the expiration years of tax loss unrecognized as deferred tax assets were as follows:
a) The Company
| Year incurred | Amount | Expiry date | ||
|---|---|---|---|---|
| 2014 | $ | 353,540 | 2024 | |
| 2015 | 2,132,246 | 2025 | ||
| 2016 | 1,870,634 | 2026 | ||
| 2020 (estimated) | 690,479 | 2030 | ||
| b) | Taivex Therapeutics Inc. | |||
| Year incurred | Amount | Expiry date | ||
| 2011 | $ | 16,878 | 2021 | |
| 2012 | 29,657 | 2022 | ||
| 2013 | 50,227 | 2023 | ||
| 2014 | 27,419 | 2024 | ||
| 2015 | 43,032 | 2025 | ||
| 2016 | 44,291 | 2026 | ||
| 2017 | 54,764 | 2027 | ||
| 2018 | 79,334 | 2028 | ||
| 2019 | 67,345 | 2029 | ||
| 2020 (estimated) | 80,109 | 2030 | ||
| c) | BES Twin Towers Co., Ltd. | |||
| Year incurred | Amount | Expiry date | ||
| 2013 | $ | 7,512 | 2023 | |
| 2014 | 44,139 | 2024 | ||
| 2018 | 427,443 | 2028 | ||
| d) | CPDC Green Technology | Corp. | ||
| Year incurred | Amount | Expiry date | ||
| 2017 | $ | 28,891 | 2027 | |
| 2018 | 38,057 | 2028 | ||
| 2019 | 36,819 | 2029 |
(Continued)
67
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- e) Da Yin Construction Engineering Co., Ltd.
| Year incurred | Amount Expiry date $ 142 2023 159 2024 11 2025 112 2026 136 2027 158 2028 162 2029 2,207 2030 |
|---|---|
| 2013 2014 2015 2016 2017 2018 2019 2020 (estimated) |
- f) Weihua (Rudong) Trade Co., Ltd.
| Year incurred | Amount | Expiry date | ||
|---|---|---|---|---|
| 2015 | $ | 10,302 | 2020 | |
| 2016 | 42,814 | 2021 | ||
| 2017 | 21,051 | 2022 | ||
| g) | Weiqiang International Trade (Shanghai) Co., Ltd. | |||
| Year incurred | Amount | Expiry date | ||
| 2015 | $ | 15,095 | 2020 | |
| 2016 | 19,821 | 2021 | ||
| h) | Jiangsu Weiming Petrochemical Corporation | |||
| Year incurred | Amount | Expiry date | ||
| 2017 | $ | 44,723 | 2022 | |
| 2018 | 19,581 | 2023 | ||
| 2019 | 143,168 | 2024 | ||
| 2020 (estimated) | 114,321 | 2025 | ||
| i) | Changzhou Weicai New Material Science & Technology | Co., Ltd. | ||
| Year incurred | Amount | Expiry date | ||
| 2015 | $ | 387 | 2020 | |
| 2016 | 269,553 | 2021 | ||
| 2017 | 204,552 | 2022 | ||
| 2018 | 176,649 | 2023 | ||
| 2019 | 56,826 | 2024 | ||
| 2020 (estimated) | 28,996 | 2025 |
(Continued)
68
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- j) Weiming (Rudong) Construction Co., Ltd.
| Year incurred | Amount Expiry date $ 22 2025 |
|---|---|
| 2020 (estimated) |
3) Deferred tax liabilities:
As of December 31, 2020, the balance of deferred income tax liabilities for the provision of land value-added tax was $6,497,650 thousand.
- 4) Deferred tax assets:
| Deferred tax assets: | ||||
|---|---|---|---|---|
| January 1, 2020 Recognized in profit or loss Recognized in other comprehensive income December 31, 2020 |
Taxable Loss $ 11,009 - - $ 11,009 |
Defined benefit plans 5,529 (952) 1,672 6,249 |
Other 58,179 13,858 - 72,037 |
Total |
| 74,717 12,906 1,672 |
||||
| 89,295 |
- (iii) Assessment of tax
The Company’ s tax returns for the years through 2018 were assessed by the Tax Administration.
-
(u) Capital and other equity
-
(i) The issuance of common stock
As of December 31, 2020, the authorized, issued and outstanding capital of the Company amounted to $32,848,502 thousand, divided into 3,284,850 thousand shares with par value of $10 per share.
(In thousands of shares)
| Balance, January 1 Capital increased by cash Balance, December 31 |
Common Stock | Common Stock |
|---|---|---|
| For the year ended December 31, 2020 |
||
| 2,834,850 450,000 |
||
| 3,284,850 |
(Continued)
69
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
In order to invest in the overseas subsidiary for the purpose of plant construction, a resolution was made during the Board of Director’ s meeting held on September 23, 2019 for the issuance of common stock in term of Global Depositary Receipts (GDR), with a maximum limit of 500,000 thousand shares, amounting to USD160,317 thousand, which was approved by Rule No. 1080335763 Financial Supervisory Commission on November 20, 2019. The share price was determined and completed on January 6, 2020 and issued on January 10, 2020. The total units of issued GDR was 18,000 thousand units, which represented the right of common stock for 450,000 thousand shares; for every 25 shares of common stock per unit of GDR, the unit price of GDR was USD7.18, which was equivalent to $8.64 per share, resulting to a total issuance price amounting to USD129,240 thousand. The total amount of the issuance, deducting the costs necessary for the issuance, is $3,796,481 thousand. The capital increase base date is January 10, 2020, and the relevant legal registration procedures had been completed.
(ii) Capital Surplus
| Premium of common stock Difference arising from subsidiary’s share price and its carrying value Recognize Changes in ownership interests in subsidiaries Other Total |
December 31, 2020 |
|---|---|
| $ 538,726 26,314 634 18,141 $ 583,815 |
According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.
(iii) Retained earnings
The Company distributes dividends depending on the level of earnings of each year, funding needs, industrial environment, and status of competition, long-term operating plan and interests of shareholders. Under such circumstances, the Company may appropriate for special reserve either in whole or in part to assure financial stability and sustainability. The Company may distribute dividends in cash or stock. If the earnings distribution is made in the form of stock dividends, the ratio for the stock dividend shall not exceed 50% of the total distribution unless the ratio of the Company’ s total liabilities to total assets is equivalent or above 50% or otherwise prescribed in relevant laws and regulations.
(Continued)
70
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
1) Legal reserve
When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.
2) Special reserve
Considering the future earnings development, capital needs, industrial competition and the interests of shareholders, the Company transferred the profit of $4,194,973 thousand from the disposal of investment of Xinchang Chemical Industry Co., Ltd. in the year of 2011 as a special reserve in the year of 2012, providing reserves for sustainable development and long-term financial planning. As of December 31, 2019 and 2020, the balance of this special reserve was both $4,194,973 thousand.
By adopting the exemptions allowed under IFRS 1 First-time Adoption of International Financial Reporting Standards during the Company’ s first-time adoption of the International Financial Reporting Standards approved by the Financial Supervisory Commission (IFRSs), unrealized asset revaluation gains in shareholders’ equity of $5,281,790 thousand was reclassified to retained earnings. The net increase in retained earnings due to the first-time adoption of IFRSs amounted to $4,235,076 thousand. In accordance with Ruling No. 1010012865 issued by the Financial Supervisory Commission on 6 April 2012, a special reserve is appropriated from the distribution of retained earnings as a result of an increase in retained earnings due to the first-time adoption of IFRSs. When the related assets are used, disposed of, or reclassified, this special reserve is reversed as distributable earnings proportionately. The carrying amount of special reserve amounted to $4,235,076 thousand as of December 31, 2020.
In 2014, the Group changed the subsequent measurement of investment properties from cost model to fair value model. In accordance with Ruling No. 1030006415 issued by the Financial Supervisory Commission on March 18, 2014, on the first-time adoption of fair value model for the subsequent measurement of investment properties, the Group set aside an equal amount of special reserve when the fair value increment of investment properties is transferred to retained earnings. The Group appropriated to the special reserve an amount of $21,224,233 thousand as of December 31, 2013. The company held a shareholder meeting on June 8, 2017, in order to use the special reserve amounted to $1,958,584 thousand to cover accumulated deficits. On April 11, 2018, the Company’s shareholders resolved during their meeting, to reimburse $1,958,584 thousand into the special reserve. The carrying amount of such special reserve amounted to $21,224,233 thousand as of December 31, 2020.
(Continued)
71
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
For every year the Company distributes earnings, a special reserve is appropriated in the following order:
-
a) Each year, a special reserve is appropriated from current year’ s net income and prior years’ undistributed earnings for the same amount as the net increase in the fair value of investment property using the fair value model. A special reserve is also appropriated for the same amount as the cumulated net increase in the fair value for the year when the undistributed earnings are not distributed. When the investment property is disposed of, this special reserve is reverted proportionately to distributable earnings. As of December 31, 2020, the Company appropriated to the special reserve an amount of $5,947,347 thousand.
-
b) In accordance with Ruling No. 1010047490 issued by the Financial Supervisory Commission on November 21, 2012, a special reserve is appropriated by the parent company for the difference between market value and book value of parent company shares being held by a subsidiary times the percentage of the parent company’s equity investment in the said subsidiary, if the stock price of the parent company is lower than the its value. If the market value recovers subsequently, this special reserve is reverted proportionately to distributable earnings.
-
c) In accordance with Ruling No. 1010012865 issued by the Financial Supervisory Commission on April 6, 2012, a portion of current-period earnings and undistributed prior-period earnings is appropriated as a special reserve during earnings distribution. Such appropriation of special reserve is based on the difference between the total net amount of contra accounts in the shareholders’ equity and the carrying amount of special reserve. Similarly, a portion of undistributed prior period earnings (which does not qualify for earnings distribution) is likewise appropriated as a special reserve on account of cumulative changes to other shareholders’ equity pertaining to prior periods. The subsequent reversals of the contra accounts in the shareholders’ equity shall qualify for additional earnings distributions.
-
3) Earnings Distribution
On May 28, 2020, the shareholders' meeting decided to appropriate the Company's 2019 earnings in cash at the amount of $985,455 thousand.
On March 23, 2021, Board of Directors proposed to appropriate the Company's 2020 earnings with a cash dividend of $0 thousand.
(iv) Treasury shares
In accordance with Article 28-2 of the Securities and Exchange Act, the Company plans to buy 50,000 treasury shares from March 30 to May 29, 2020, in order to protect the Company’s credit and shareholders’ equity. The price range is between $5.03 and $7.50 per share. On May 29, 2020, the market prices are higher than the upper limit of the execution price range for the repurchase of treasury shares, and the stock of the Company was not oversold compared with the market during the original scheduled repurchase period. The repurchase was not executed in order to protect shareholders’ equity and take into market mechanisms.
(Continued)
72
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(v) Other equity accounts
| Balance, January 1, 2020 Exchange differences on foreign operation Exchange difference on subsidiary accounted for using equity method Exchange difference on affiliated accounted for using equity method Unrealized gains from financial assets measured at fair value through other comprehensive income Disposal of investments in equity instruments designated at fair value through other comprehensive income Unrealized gains from financial assets measured at fair value through other comprehensive income for affiliated companies accounted for using equity method Balance, December 31, 2020 |
Exchange differences on foreign operation $ (804,515) (188,319) 573 26,059 - - - $ (966,202) |
Unrealized gain or loss on financial assets at fair value through other comprehensive income (1,120,657) - - - 360,247 (126,299) 32,450 (854,259) |
|---|---|---|
(v) Earnings per share
The basic earnings per share and diluted earnings per shares for the year ended December 31, 2020 were calculated as follows:
| Basic earnings per share (NT dollars) Profit attributable to ordinary shareholders Weighted-average number of ordinary shares (thousand shares) Basic earnings per share Diluted earnings per share (NT dollars) Profit attributable to ordinary shareholders (diluted) Weighted-average number of ordinary shares (thousand shares) Effect of potentially dilutive ordinary shares of Employee stock bonus (thousand shares) Weighted-average number of ordinary shares (diluted) (thousand shares) Diluted earnings per share |
For the year ended December 31, 2020 |
|---|---|
| $ 680,989 3,273,785 $ 0.21 $ 680,989 3,273,785 3,039 3,276,824 $ 0.21 |
(Continued)
73
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(w) Revenue from contracts with customers
- (i) The Group primarily engages in the production of petroleum, alkali-chlorine, phosphoric acid and other petrochemical products and by-products and the storage, transportation, purchase and sale of these products, related chemicals and their raw materials. For the details of products and sales area, please refer to Notes 13(b) and (c).
(ii) Contract balances
| Notes receivable Accounts receivable Less: allowance for doubtful account Contract liabilities |
December 31, 2020 $ 375,810 2,221,784 (446,393) $ 2,151,201 $ 1,676 |
|---|---|
Please refer to Note 5(d) for disclosure of accounts receivable and allowance for doubtful accounts.
The amount of revenue recognized for the year ended December 31, 2020, that was included in the contract liability balance at the beginning of the period was $88,263 thousand.
(x) Remuneration of employees and directors
In accordance with the Articles of Incorporation, the Company should contribute no less than 3% of the profit as employee compensation and less than 2% as directors’ and supervisors’ remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The remuneration of employees shall be in the form of cash or shares, whose recipients may include the employees of the Company’s affiliated companies who meet certain conditions. The remuneration of directors may solely be cash. The aforesaid profit represents the income before income tax and remuneration for the period.
For the year ended December 31, 2020, the remuneration to employees amounted to $2,670 thousand and the remuneration to directors amounted to $1,780 thousand, respectively. These amounts were calculated using the Company’s profit before tax before remuneration of employees and directors for the year ended December 31, 2020. These benefits were charged to profit or loss under operating costs or operating expenses for the year ended December 31, 2020. When the Board of Directors decided to distribute stock dividends, the number of which shall be calculated based on the closing price of the Company’ s ordinary shares one day before the date of the meeting of Board of Directors. The actual distribution of the employee remuneration was $0 thousand; while the amount for directors identical to those stated on the financial statement. Related information would be available at the Market Observation Post System website.
(Continued)
74
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(y) Non-operating income and expense
(i) Interest income
The details of interest income were as follows:
| Interest income from bank deposits Other interest income Total |
For the year ended December 31, 2020 |
|---|---|
| $ 164,064 2,285 $ 166,349 |
(ii) Other income
The components of other income were as follows:
| Rent income Dividend income Other income, others Total Other gains and losses The components of other gains and losses were as follows: Losses on disposal of property, plant and equipment Losses on disposal of investments Gain on amendement of lease Foreign exchange losses Fee expense Losses on work stoppages Other losses Other gains and losses, net |
For the years ended December 31, 2020 $ 12,747 257,817 278,471 $ 549,035 For the year ended December 31, 2020 $ (1,060) (580) 49 (34,345) (97,677) (267,500) (18,216) $ (419,329) |
|---|---|
- (iii) Other gains and losses
(Continued)
75
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(iv) Finance costs
The components of finance costs were as follows:
For the year ended December 31, 2020 Interest expense $ (224,801) Finance costs, net $ (224,801)
(z) Financial Instruments
| (i) Categories of financial instruments 1) Financial assets Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Financial assets at amortized cost: Cash and cash equivalents Notes receivable, accounts receivable and other receivables Other assets Total 2) Financial liabilities Short-term loans Long-term bank loans-current portion Payables Long-term bank loans Long-term bills payable Bonds payable Lease liabilities Other liabilities Total |
December 31, 2020 |
December 31, 2020 |
|---|---|---|
| $ 11,576,388 2,808,716 8,122,215 2,286,048 2,772,399 $ 27,565,766 December 31, 2020 |
||
| December 31, 2020 |
||
| $ 3,615,000 1,914,833 2,766,382 7,489,650 5,656,112 3,500,000 292,992 123,324 $ 25,358,293 |
(Continued)
76
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(ii) Credit risk
- 1) Exposure to credit risk
The carrying amount of financial assets represents the Group’ s maximum credit exposure. As of December 31, 2020, the maximum exposures to credit risk amounted to $27,565,766 thousand.
2) The concentration of credit risk
The sales of the Group are significantly concentrated in a small number of customers. For the year ended December 31, 2020, 70% of the total amount of accounts receivable was owed by 12 customers. Under the Group’s credit policy, customers are requested to provide the Group certain financial information such as audited financial report, or other related documents for purposes of evaluating their credit worthiness. Credit is granted to these customers according to the result of the Group’s credit evaluation. Those customers who do not satisfy the requirements shall not be offered credit.
- 3) Receivables
For credit risk exposure of notes and accounts receivables, please refer to note 5(d).
Other financial assets at amortized cost includes time deposits and guarantee deposite paid. All of these financial assets are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12 months expected credit losses. The loss allowance provision were determined $0 for the year ended December 31, 2020.
(Continued)
77
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(iii) Liquidity risk
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
| December 31, 2020 Non-derivative financial liabilities Accounts payable Accounts payable-related parties Other payables Other current liabilities- other Other non-current liabilities -other Lease liabilities Floating-rate loans (Note) Fixed-rate loans (Note) Long-term bills payable (Note) Bonds payable |
Carrying amount $ 1,874,342 3,161 880,495 8,384 123,324 292,992 3,078,217 9,941,266 5,656,112 3,500,000 $ 25,358,293 |
Contractual cash flows 1,874,342 3,161 880,495 8,384 123,324 344,560 3,170,316 10,374,902 5,660,000 3,612,000 26,051,484 |
Within 6 months 1,874,342 3,161 880,495 8,384 110,763 24,828 1,495,088 6,631,637 - - 11,028,698 |
6-12 months - - - - 8,668 23,269 29,768 363,886 - 22,400 447,991 |
1-2 years - - - - 2,146 37,065 61,457 1,110,184 5,660,000 22,400 6,893,252 |
2-5 years - - - - 247 48,375 1,584,003 2,174,633 - 3,567,200 7,374,458 |
More than 5 years |
|---|---|---|---|---|---|---|---|
| - - - - 1,500 211,023 - 94,562 - - 307,085 |
The Group does not expect that the cash flow of the due date analysis will occur significantly earlier, or the actual amount will be significantly different.
Note: The amount within 6 months includes recyclable long-term bank loans and long-term bills payable.
-
(iv) Currency risk
-
1) Currency risk exposure
The Group’s exposures to significant currency risk were those from its foreign currency denominated financial assets and liabilities as follows:
| Financial assets Monetary items USD VND MMK CNY Non-Monetary items HKD |
December 31, 2020 | December 31, 2020 |
|---|---|---|
| Foreign Currency $ 31,306 8,823,747 7,464 559,115 548 |
Exchange rate NTD 28.099 879,667 0.0013 10,748 0.0211 158 4.315 2,412,580 3.6277 1,987 |
(Continued)
78
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
| Financial liabilities Monetary items USD GBP |
December 31, 2020 | December 31, 2020 |
|---|---|---|
| Foreign Currency $ 82 25 |
Exchange rate NTD 28.099 2,310 38.350 961 |
|
- 2) Sensitivity analysis
The Group’s exposure to foreign currency risk arises from the foreign currency exchange rate fluctuations on cash and cash equivalents, receivables, payables and loans, which are denominated in foreign currency. A 1% of appreciation of NTD against USD, VND, MMK, CNY, and GBP would have increased net income by $26,399 thousand for the year ended December 31, 2020; other comprehensive income would have increased $20 thousand for the year ended December 31, 2020. The analysis is performed on the same basis for 2019.
- 3) Foreign exchange gain and loss on monetary items
Since the Group has many kinds of functional currency, the information on foreign exchange gains (losses) on monetary items is disclosed by total amount. For the year ended December 31, 2020, foreign exchange gains (losses) (including realized and unrealized portions) amounted to ($34,345) thousand.
(v) Interest rate analysis
Please refer to the notes on liquidity risk management and interest rate exposure of the Group's financial assets and liabilities.
The following sensitivity analysis is based on the risk exposure to interest rates on the derivative and non-derivative financial instruments on the reporting date. For financial instruments bearing floating-rate, the sensitivity analysis assumes the floating-rate liabilities are outstanding for the whole year on the reporting date. The Group’s internal management reported the increases/decreases in the interest rates and the exposure to changes in interest rates of 1% is considered by management to be a reasonable change of interest rate.
If the interest rate increases by 1%, the Group’s net income will decrease by $30,782 thousand for the year ended December 31, 2020, assuming all other variable factors remain constant. This is due mainly to the fact that the Group’s borrowings bear floating interest rate.
(Continued)
79
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- (vi) Other market price risk:
If the equity price changes, and if it is based on the same basis for both years and assumes that all other variables remain the same, the impact to comprehensive income will be as follows:
| Prices of securities at the reporting date | For the year ended December 31, 2020 |
For the year ended December 31, 2020 |
|---|---|---|
| After-tax other comprehensive income $ 28,087 $ (28,087) |
After-taxProfit (loss) |
|
| Increase of 1% Decrease of 1% |
115,764 (115,764) |
-
(vii) Fair value information
-
1) Fair value of financial instruments
The fair value of financial assets and liabilities was as follows (including information on fair value hierarchy, but excluding measurements that have similarities to fair value but are not fair value, those fair value cannot be reliably measured or inputs are unobservable in active markets):
| Financial assets at fair value through profit or loss Designated at fair value through profit or loss Financial assets at fair value through other comprehensive income Stocks listed on domestic markets Stocks unlisted on domestic markets Subtotal Financial assets measured at amortized cost Cash and cash equivalents Notes, accounts and other receivables Other financial assets Subtotal Total Non-financial assets Investment property |
December 31, 2020 | December 31, 2020 | December 31, 2020 | ||
|---|---|---|---|---|---|
| Book value $ 11,576,388 2,068,247 740,469 2,808,716 8,122,215 2,286,048 2,772,399 13,180,662 $ 27,565,766 $ 37,626,827 |
Fair value | ||||
| Level 1 829,533 2,068,247 - 2,068,247 - - - - 2,897,780 - |
Level 2 - - - - - - - - - - |
Level 3 10,746,855 - 740,469 740,469 - - - - 11,487,324 37,626,827 |
Total | ||
| 11,576,388 | |||||
| 2,068,247 740,469 |
|||||
| 2,808,716 | |||||
| - - - |
|||||
| - | |||||
| 14,385,104 | |||||
| 37,626,827 |
(Continued)
80
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
| Financial liabilities measured at amortized cost Short-term loans Accounts and other payable Long-term bank loans-current portion Bonds payable Long-term bank loans Long-term bills payable Other financial liabilities Lease liabilities Total |
December 31, 2020 | December 31, 2020 | December 31, 2020 | |||
|---|---|---|---|---|---|---|
| Fair value | ||||||
| Level 1 - - - - - - - - - |
Level 2 - - - - - - - - - |
Level 3 - - - - - - - - - |
Total | |||
| - - - - - - - - |
||||||
| - |
- 2) Valuation techniques for financial instruments which is not measured at fair value:
The Group’ s valuation techniques and assumptions used for financial instruments not measured at fair value are the discounted cash flows method.
- 3) Valuation techniques for financial instruments measured at fair value:
The Group determines the input value with reference to the analysis of the financial status and operating results, recent transaction price, related equity instruments are quoted in non-active markets, similar tools offer in the active market and comparable company evaluation multiplier of the investee company and periodically updates the input value and information and any other necessary fair value adjustments to ensure that the evaluation results are reasonable.
- a) Non-derivative financial instruments
Financial instruments, if there is a public market offer, then the public market offer for the fair value, Such as listing (cabinet) company stock and open-end fund beneficiary certification.
The fair value of the financial instruments held by the Group in the case of a nonactive market is as follows:
No public offer debt investment tools: The discounted cash flow model is used to estimate fair value, it is mainly assumed that it is measured by discounting the expected future cash flows of the investee by the rate of return of the monetary time value and the investment risk.
No public offer equity instruments: Use the net asset value method, the main assumptions are based on the net per share of the investee.
(Continued)
81
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- b) Derivative financial instruments
Derivative financial instruments is evaluated according to the evaluation model accepted by the market users, such as the discount method and the option pricing model.
-
4) There have been no transfers from each level for the year ended December 31, 2020.
-
5) Statements of changes in fair value measurements of financial assets in Level 3
| January 1, 2020 Acquisition from business combination Acquisition Total gain and losses recognized in profit or loss Total gain and losses recognized in other comprehensive income December 31, 2020 |
Investment Property $ 36,719,706 9,476 - 897,645 - $ 37,626,827 |
Financial assets reported at fair value through profit or loss Designated at initial recognition Derivative financial assets 9,942,994 - - - - - 803,861 - - - 10,746,855 - |
Financial assets reported at fair value through other comprehensive income Non-public quoted equity instruments 442,497 - 300,000 - (2,028) 740,469 |
|---|---|---|---|
| Designated at initial recognition 9,942,994 - - 803,861 - 10,746,855 |
- 6) Quantitative information on the measurement of fair value of significant unobservable input values (level 3)
Level 3 refers to the measurement of the fair value of the input parameters are not based on market availability of information, must be based on the assumption that the appropriate estimates and adjustments. If the evaluation model can not be developed on its own, the fair value of the counterparty is used as the fair value. According to IFRS13, for the fair value of the third level classified at the fair value level, the firm shall provide quantitative information about the significant unobservable input values used for the fair value measure. Businesses do not need to create quantitative information to comply with this disclosure, if quantified unobservable input value is not built when enterprises are measuring fair value (such as when a firm uses an unadjusted previous transaction price or a third-party pricing information), e.g. part of the the Group’s investment in non-active market equity and debt instruments. The fair value of the Group’s investment property is level 3, which is determined in accordance with IFRSs, i.e., outsourcing to external appraisors for assessment based on market evidence (please refer to Note 5(j)). Due to the impracticability to evaluate the relationship between the unobservable input value and fair value, the quantitative information is not disclosed. The fair value of the aforesaid assets at December 31, 2020 is $37,626,827 thousand.
(Continued)
82
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
The Group holds investments in equity shares, which is classified as financial assets at fair value through profit or losses, whose fair value belongs to level 3.
Most of fair value assets belonging to level 3 possesses single significant unobservable input values. Only equity instruments with inactive market may result in multiple unobservable input values which are all independent from each other.
Quantified information of significant unobservable inputs was as follows:
| Item | Valuation technique | Significant unobservable inputs Inter-relationship between significant unobservable inputs and fair value measurement ‧Net Asset Value ‧Lack of market liquidity discount rate 30% ‧Not applicable ‧Lack of market liquidity, the more the discount, the lower the fair value |
|---|---|---|
| Financial assets at fair value through profits or losses and financial assets at fair value through other comprehensive income |
Net Asset Value Method |
- 7) The evaluation process for fair value belonging to level 3
The Group’ s fair value evaluation involves observable input value requiring unobservable parameters for significant adjustments or unobservable input value, both of which belong to level 3. The main source of such input value is external appraisors’ reports. The results of the evaluation are then reviewed to assure the consistency with the source of the evaluation and the reasonability.
The evaluation of investment property complies with FSC’s regulations of the evaluation methods and parameters, and is conducted by external appraisors.
- 8) Fair value measurements in level 3 – sensitivity analysis of reasonably possible alternative assumptions
The fair value of the financial instruments is reasonable, and the self-built evaluation model is not used for the fair value of the level 3. Therefore, it is not necessary to perform the sensitivity analysis of the possible alternative assumptions.
-
(aa) Financial risk management
-
(i) Overview
The Group are exposed to the following risks due to the use of financial instruments:
-
1) Credit Risk
-
2) Liquidity risk
-
3) Market risk
(Continued)
83
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
The following discusses the Group’ s objectives, policies and processes for measuring and managing the risks mentioned above. For more quantitative information about the financial instruments, please refer to other related notes of the financial statements.
(ii) Risk management framework
The Board of Directors has overall responsibility for the oversight of the risk management framework in order to develop and monitor the Group’s risk management policies and to report regularly on its activities.
The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’ s activities. The Group, through their training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Audit Committee of the Group oversees how management monitors compliance with the Group’ s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Audit Committee of the Group is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.
(iii) Credit Risk
Credit risk means the potential loss of the Group if the clients or counterparties involved in transactions default. The primary potential credit risk is from cash and accounts receivable.
1) Accounts receivable and other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk, particularly in the current deteriorating economic circumstances.
The Group has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Group’ s standard payment and delivery terms and conditions are offered. The Group’s review includes external ratings, when available, and in some cases bank references. Purchase limits are established for each customer, which represent the maximum open amount without requiring approval from the Risk Management Committee; these limits are reviewed quarterly. Customers that fail to meet the Group’s benchmark creditworthiness may transact with the Group only on a prepayment basis.
(Continued)
84
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
The Group establishes an impairment allowance that represents its estimate of incurred losses in respect of trade receivables. The two components of this impairment allowance are specific loss component that relates to individually significant exposure and collective loss component which the loss was incurred but not identified. The collective component is based on historical payment experience of similar financial assets.
2) Investments
The credit risk exposure in the bank deposits and other financial instruments are measured and monitored by the Group’s finance department. As the Group deals with the banks and other external parties with good credit standing and financial institutions, corporate organization and government agencies which are graded above investment level, management believes that the Group do not have compliance issues and significant credit risk.
(iv) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as much as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The management believes that the Group does not have significant liquidity risk.
(v) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing returns.
The Group buys and sells derivatives, and also incurs financial liabilities, in order to manage market risks. All such transactions are carried out within the guidelines set by the Risk Management Committee.
1) Currency risk
The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of the Group’s entities, primarily the New Taiwan Dollar (NTD). The currencies used in these transactions are denominated in NTD, USD and CNY.
The Group’s currency risk is not hedged as some of the currencies of the Group’s foreign currency receivables and payables are the same, producing a natural hedge effect.
(Continued)
85
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
2) Interest rate risk
The Group’ s interest rate risk comes from long-term and short-term bank loans. The long-term bonds issued by theCompany is fixed-rate, so there is no risk caused by the fluctuations of interest rates and fair value interest rate. The long-term and short-term bank loans with floating-rate are exposed to interest rate risk, but most of risk is offset by cash and cash equivalents holding in floating-rate deposits.
3) Other market price risk
The Group does not enter into any commodity contracts other than to meet the Group’s expected usage and sales requirements; such contracts are not settled on a net basis.
(ab) Capital management
The Group meets its objectives for managing capital is to safeguard the capacity to continue to operate, to continue to provide a return to shareholders, interest of other related parties 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 dividend payment to shareholders, reduce the capital for redistribution to shareholders, issue new shares or sell assets to settle any liabilities.
The Group and other entities in the similar industry use the debt-to-equity ratio to manage capital. This ratio is determined using the total net debt and divided by the total capital. The net debt from the balance sheet is derived from the total liabilities less cash and cash equivalents. The total capital and equity include share capital, capital surplus, retained earnings, other equity and non-controlling interest plus net debt.
The Group’s debt-to-equity ratio at the end of the reporting period as of December 31, 2020 was follows:
| Total liabilities Less: cash and cash equivalents Net debt Total equity Total liabilities and equity Debt-to-equity ratio |
December 31, 2020 $ 35,154,368 (8,122,215) $ 27,032,153 $ 71,621,034 $ 98,653,187 % 27.40 |
|---|---|
(Continued)
86
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
- (ac) Investing and financing activities not affecting current cash flow
The Group investing and financing activities which did not affect the current cash flow for the year ended December 31, 2020 were as follows:
-
(i) For the acquisition of right-of-use assets based on lease term, please refer to Note 5(i).
-
(ii) Reconciliation of liabilities arising from financing activities was as follows:
| Long-term bank loans Short-term loans Long-term bills payable Lease liabilities Total liabilities from financing activities |
January 1, 2020 $ 8,483,913 3,484,148 4,494,177 253,243 $16,715,481 |
Cash flows 1,087,292 135,040 1,160,000 (64,281) 2,318,051 |
Non-cash | changes Other - - 1,935 104,030 105,965 |
December 31, 2020 |
|---|---|---|---|---|---|
| Foreign exchange movement (166,722) (4,188) - - (170,910) |
|||||
| 9,404,483 3,615,000 5,656,112 292,992 |
|||||
| 18,968,587 | |||||
(6) Related-party transactions:
(a) The ultimate parent company
The Company is the ultimate parent company.
- (b) Names and relationship with related parties
The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements.
Name of related party Relationship with the Group Zhong Gong Baoquan Ltd. Investee as accounted for using equity method Jean Pacific Development Co., Ltd. Investee as accounted for using equity method BES Engineering Corporation The Company is a director of the entity Core Pacific City Co., Ltd. Share a director with the Company
Chung Kung Management and Maintenance of Apartments Co., Ltd.
Coreasia Human Resources management Co., Ltd.
Capital Machinery Co., Ltd.
Sheen Chuen-Chi Cultural and Educational Foundation
All board of directors, general manager and deputy general manager
-
Lucite International Asia Pacific PTE. Ltd. Korea
-
Investee as accounted for using equity method of Zhong Gong Baoquan Ltd.
Subsidiary of BES Engineering
The entity is a director of the Company The entity is a director of the Company
The main management of the Company
Associated company
(Continued)
87
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
Name of related party Relationship with the Group Lucite International U.K. Ltd. Associated company Mitsubishi Chemical Polymer Nantong Co.,Ltd Associated company
-
(c) Significant Transactions with related parties
-
(i) Sales and Receivables
| Associates | Sales For the year ended December 31, 2020 $ 389,696 |
Account receivable |
|---|---|---|
| December 31, 2020 |
||
| - |
- (i) Payables
The payables to related parties were as follows:
| December 31, | |||
|---|---|---|---|
| Accounts | Types of related parties | 2020 | |
| Other payables | Associates | $ | 5,380 |
| Other payables | Other related parties | 5,951 | |
| $ | 11,331 | ||
| Other | |||
| For the year | |||
| ended December | |||
| 31, 2020 | |||
| Associates | |||
| Other revenues | $ | 12,000 | |
| Security service fees | (20,388) | ||
| Other related parties | |||
| Rental income | 3 | ||
| Other expenses | (3,633) | ||
| Please refer to Note 5(r) for lease of land and buildings to related parties. |
-
(ii) Other
-
(iii) The Group had a two-year contract with BES Engineering, for the lease of office building in July, 2020, with the total value of $9,629 thousand. This rental transaction was recognized right-of-use assets and lease liability both amounting to $9,465 thousand. The depreciation expense and interest expense for the year ended December 31, 2020 was $4,743 thousand and $82 thousand, respectively. As of December 31, 2020, the amount of lease liability was $7,130 thousand.
(Continued)
88
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
-
(iv) The Group had contracts with BES Engineering, for mechanical engineering services projects and paid commission on the basis of actual construction. As of December 31, 2020, the construction project in-progress amounted to $1,469,439 thousand. As of December 31, 2020, the unpaid fees amounted to $704,896 thousand and the refundable deposit amounted to $420,660 thousand.
-
(v) KMC had incurred $4,973 thousand of technical services expense to other related parties for the year ended December 31, 2020. The expense above had been included in sales and administration expenses.
-
(d) Key management personnel compensation
| Short-term employee benefit Post-employment benefits |
For the year ended December 31, 2020 |
|---|---|
| $ 118,252 15,059 $ 133,311 |
- (7) Pledged assets:
The Group’s pledged assets are as follows:
| Asset | Purpose of pledge December 31, 2020 Guarantee for priority right of use of harbor and purchases of materials and machinery $ 135,049 Collateral for long-term and short-term financial credit, syndicated loan (Mega & Shin Kong) 7,031,472 Syndicated loan (Mega), collateral for long- term financial credit and long-term bills payable 15,346,334 Long-term bills payable 1,430,230 Long-term bills payable 634,995 Deposit for lawsuit 108,969 Collateral for long-term financial credit 585,925 $ 25,272,974 |
|---|---|
| Time deposits Property, plant and equipment Investment property Financial assets reported at fair value through other comprehensive income Financial assets reported at fair value through profit or loss Refundable deposit Right-of-use of Sea Areas |
As of December 31, 2020, 24,000 thousand shares of a subsidiary of the Group were pledged as collateral for long-term bills payable.
(Continued)
89
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(8) Commitments and contingencies:
- (a) As of December 31, 2020, the Group had the following unused letters of credit:
| USD EUR NTD JPY |
December 31, 2020 |
|---|---|
| $ 20,824 246 1,020,000 - |
-
(b) As of December 31, 2020, the Group had issued guarantee notes for bank loans, sales and purchases, and development plan aggregating to $24,117,400 thousand, USD30,000 thousand, respectively.
-
(c) As of December 31, 2020, the Group had contracts for various construction projects in-progress amounting to $12,225,823 thousand. As of December 31, 2020, the remaining future obligations under these contracts amounted to $2,547,453 thousand.
-
(d) As of December 31, 2020, the agreement on the acquisition of material property and the unpaid portion amounted to $39,045,010 thousand and $28,885,000 thousand respectively. Please refer to Note 5(e) for more information.
-
(e) As of December 31, 2020, the Company signed an agreement to purchase raw materials such as benzene, hydrogen and methylbenzene from Chinese Petroleum Corporation (CPC). Under this contract, the Company may purchase specified monthly volume of these raw materials at current month prices announced by the Chinese Petroleum Corporation with prepayment or domestic letter of credit.
-
(f) As of December 31, 2020, the Group signed an agreement of preclinical drug research amounted to USD3,063 thousand and $92,070 thousand, and the unpaid portion amounted to USD597 thousand and $60,506 thousand.
-
(g) The Group signed a license agreement of new type of tumor identification and drug delivery system with National Health Research Institutes on August 18, 2016. The license fee amounted to $270,000 thousand and the payment will be made by progress. As of December 31, 2020, the paid portion amounted to$10,000 thousand.
-
(h) The Group signed a license agreement of antineoplastic candidate drug with National Health Research Institutes on April 3, 2019. The license fee amounted to $135,000 thousand and the payment will be made by progress. As of December 31, 2020, the paid portion amounted to $5,000 thousand.
(Continued)
90
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(i) Important matters
- (i) Case of Kaohsiung gas explosion forced disconnected pipeline
On July 31, 2014, there was an underground pipeline explosion in Kaohsiung city. Due to the post - disaster reconstruction project, Kaohsiung City Government issued a penalty letter No. 10335137100 on August 18, 2014, to order the Company to stop operations and prohibited the use of all petrochemical pipelines in the disaster area. The Company was not satisfied with the preceding penalty and filed a legal petition to the Administrative court for revoking the original claims for petition remedy in September 2014. The case was rejected by the Kaohsiung High Administrative Court, which the Company was not satisfied with. Hence, the Company submitted an appeal in February 2017. In December, 2019, an against judgment is rendered against the Company. The Company filed an appeal to the Supreme Court in January, 2020, and this case is still being heard in the Court.
(j) Contingent liabilities
-
(i) The Company signed total three land lease contracts with the Kaohsiung branch of Taiwan International Ports Corporation, Ltd. In December 2013 and February 2014. The Kaohsiung Port Intercontinental Container Center 2nd Phase Project Petrochemical Oil Storage and Transportation Center S12-S15 Pier Post line Land was leased and the Company invested to build the construction of petrochemical oil storage and transportation facilities for the purpose of import and export and transport of petrochemical oil handling, storage and transportation. The Kaohsiung branch of Taiwan International Ports Corporation, Ltd. delivered the land to the Company prior to the end of December 2017. The term of the lease was 25 years from the date of delivery and the Company had the right to renew the lease at the end of the period. Per the contract, the Company had to pay rent of $1,650 thousand, $2,565 thousand and $1,493 thousand respectively since the land was delivered. 3 years and 6 months from the land delivery date, the Company paid management fees of $10,654 thousand, $24,605 thousand and $12,329 thousand respectively. The Company also placed Certificate of Deposits of $5,000 thousand and $13,000 thousand as performance bonds in December 2013 and February 2014 respectively. The Company, in August 2015, narrowed the operating scale based on the adjustment of investment plan, which resulted in one of the performance bonds of $8,000 thousand, not being returned. Taiwan International Ports Corporation, Ltd. completed the transaction procedure prior to November 2017. The Company started to implement land drilling and geological improvement project and started paying the land rent of those projects, which was $1,675 thousand and $1,497 thousand respectively each year.
-
(ii) Dispute from the senior manager
1) Labor Dispute
The previous senior manager Mr. Zhang, who left the Company without transferring the duties and authorization, did not perform the duties since July 1, 2013 and the Company issued the letter to request to fulfill the agreement without any response from Mr. Zhang. Hence, the Board of the Company dismissed Mr. Zhang in October 2013. Mr. Zhang asked the Company to pay pension pursuant to Labor Standards Act as a labor worker, which was not reconciled through mediation. Kaohsiung District Court considered that the assigned relationship did not end in January 2014, which means that the Expired
(Continued)
91
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
Employee Retirement Policies of the Company does not apply. Mr. Zhang request for pension is without any basis, but according to the contract of both side, the Company shall pay salaries of $35 thousand, to Mr. Zhang, which was not satisfied by Mr. Zhang and this case was appealed to the 2nd sentence court. In July 2016, the 2nd sentence court rejected the request from Mr. Zhang but he re-appealed to the 3rd sentence in August of the same year. Upon finding the appeal meritorious, the Supreme Court reversed and remanded the judgement. The preparatory proceeding of the first repeated appeal was conducted in Taiwan Court Kaohsiung Branch Court in April 2019. The court’ s judgement is announced that the compony shall pay $3,785 thousand and legal rate to Mr. Zhang in july of same year. The Company is dissatisfied and filed an appeal to Supreme Court, and this case is still being heard in the Court.
2) Disclosure Secret Case
Managers who left the office without authorization were suspected to be involve in business encroachment, theft of business secrets. To protect Company interests, the Company filed criminal appeal. The case was concluded by the Taiwan Miaoli Local Court in January 2017 and the relevant defendants were prosecuted. The civil litigation derived from the case is waiting for hearing by the Taipei District Court and Miaoli District Court. Please refer to Note 7 for details of deposit for lawsuit.
(iii) Accusation of business failures
A Gas explosion happened in Heng Yi chemical plant next to the Toufen plant and caused workers to be burned on January 28, 2013, which evolved into accusations of business failures. Since the incident happened in the public discharged area of the industrial site, it was suspected to contain excessive value of the company’ s emissions with the sampling identification and the Company’ s manager was prosecuted as defendant per the victim’ s request. This case was not prosecuted after the judgment decision from Miaoli District Attorney, hence, the victims filed the reconsideration and Taichung High Prosecutor’s Office remanded the case back to the Miaoli District Attorney for review. The victims of Heng Yi chemical plant prosecuted the Company and managers in February 2015 and asked for the joint damaged compensation $6,920 thousand, which awaited hearing by Miaoli local court. In September of the same year, both sides agreed to withdraw the litigations. Trial procedure was recovered in February 2016 and criminal litigation was determined not to be prosecuted in March 2016. The verdict of civil litigation was won in March 2017, but plaintiff is dissatisfied and filed an appeal to Taiwan High Court Taichung Branch Court. On November 16, 2020, The court sentenced company win with final and binding judgment.
(iv) Contract Fraud of Shanghai industry
On August 6, 2014, the reinvestment company, Weihua and Weiqiang, filed the civil appeal to Yangpu District Court to ask Shanghai Tongye Coal and Chemical Industry Group Co., Ltd. to pay all overdrafts of the contract. However, Shanghai Tongye Coal and Chemical Industry Group Co., Ltd. did not perform the first phase of repayment according to Court’s mediation report, Weihua and Weiqiang, on September 2, 2014, applied to Yangpu District Court for the enforcement and sealed all coal tar of Shanghai Tongye Coal and Chemical Industry Group Co., Ltd., the total coal tar sealed was 5,216 tons and 4,777 tons were sold. Subsequently, Weihua and Weijiang Company and Shanghai Tongye Coal and Chemical Industry Group Co.,
(Continued)
92
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
Ltd. would continue negotiations on unrealized creditors and requested Shanghai Tongye Coal and Chemical Industry Group Co., Ltd. to propose the more specific repayment plan. Weihua and Weiqiang estimated allowance of the accounts receivable to be, CNY19,274 thousand and CNY8,276 thousand respectively. Weihua and Weijiang Company reported to the police the relevant persons of Shanghai Tongye Coal and Chemical Industry Group Co., Ltd. that were suspected to be involve with the contract fraud and other criminal matters. The police rejected the report due to insufficient evidence, therefore Weihua hired a local lawyer in May 2018, to assist with Shanghai police and Shanghai economics investigation group. Weiqiang received a ruling about Shanghai Tongye Coal and Chemical Industry Group Co., Ltd. was filed for bankruptcy to court, there is no property could distributed, so the court made a ruling that bankruptcy proceeding is concluded. This case is ended.
-
(v) Civil compensation for Residents living in Anshun
-
1) The 1st case
In 2008 and 2009, Mr. Wu and others filed civil and national compensation lawsuit against the Ministry of Economic Affairs, Tainan City Government, Tainan City Environmental Protection Bureau and the Company (Hereinafter referred to as 1st case of Tainan Anshun plant civil compensation) and they claimed that during 1942 and 1983, the previous Taiwan Alkali Co. Ltd. Anshun plant, produced mercury and dioxins in its production operations and polluted the environment, which resulted in the population consuming contaminated fish and shellfish over time, which resulted in long term health issues. The Ministry of Economic Affairs had control and management responsibility of the previous Taiwan Alkali Co. Ltd, and whether due to illegal actions, or a lack of attention in performing their duties, the Ministry of Economic Affairs was the ultimate owner of CPDC, should take responsibility. Hence, the prosecutors claim that the Ministry of Economic Affairs shall take the responsibility for the compensation. Mr. Wu and others also claimed that Tainan City Government and Tainan City Environmental Protection Agency were the competent authorities and executive authorities of the waste disposal law but the authorities did not supervise and require the Anshun plant to implement pollution prevention and control acts, thus should be jointly responsible for any compensation. Mr. Wu and others claim that the Company did not perform any removal and remediation of pollutants after being ordered to merge with the previous Taiwan Alkali Anshun plant, so they claimed the Company shall also take joint responsibility for the compensation. Mr. Wu and others asked the Ministry of Economic Affairs, Tainan City Government, Tainan City Environmental Protection Bureau and the Company to jointly bear the cost of medical expenses and mental compensation for $370,800 thousand and the interest was calculated by an annual interest rate 5% from the date when the litigation was initiated by the defendants until the final payment of compensation. Due to unpaid referee fees, due from the plaintiff, the Tainan District Court rejected the litigation claims from these 17 persons in January 2010. Mr. Chen appealed to the Tainan District Court asking the Company for medication, health examination fee and reparations, to the amount of $2,300 thousand, which was incorporated into this case, the total compensation amount was $351,750 thousand. This case was tried by the Tainan District Court in December 2015 and judged that the Company and the Ministry of Economic Affairs to be jointly responsible for $160,000 thousand payable to the plaintiff. The Company was not satisfied with the result and filed
(Continued)
93
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
an appeal. In August of 2017, the High court sentenced the Company to compensate the plaintiff for $190,000 thousand, which the Company was not satisfied with and had proposed the appeal for remedy in September of the same year. The supreme court held oral argument on September 28, 2018, and judgment was sentenced on November 11, 2018, the supreme court sentenced to order the Company to compensate the plaintiff for $190,000 thousand. The Company made a payment of compensation and related interests to 143 plaintiffs before the end of June 2019. The part related to medical remedy of the case was abandoned for secondary trial. Plaintiff filed an appeal to Supreme Court in same year. In March 3, 2020, The court dismissed the plaintiff appeal by a ruling. This case is ended.
2) The 2nd case
Mr. Chen and others filed civil and national compensation lawsuit against the Company and the Ministry of Economic Affairs on March 14th 2017 (Hereinafter referred to as 1st case of the Tainan Anshun plant civil compensation), they claimed the Company and the Ministry of Economic Affairs had to jointly compensate the plaintiff $80,915 thousand. The verdict of the 3rd national compensation in 2008 of the Tainan Anshun plant civil compensation 1st case was cited as the reason to be litigated. However, the Company claimed that there was a misunderstanding of the theoretical and practical nature of epidemiology causality versus the verdict. There were disputable factors on both factual and legal matters. During the 1st and 2nd instance of the Anshun plant Civil Compensation litigation under hearing, the Company once again put forward the relevant academic articles to prove that there was no causality between pollution from Tainan Anshun plant and diabetes. Moreover, the plaintiffs in this case, despite the reasonableness of their claims, did not put forth any litigation before the expiry of the statutes of limitations. Thus, in this 2nd case of the Tainan Anshun plant civil compensation, the Company continued to seek for the jurisdiction remedies to protect the Company and shareholder interests. In November 6, 2020, Tainan District Court considered that 39 Plaintiffs’ s claim is meritorious and dismissed rest of Plaintiffs’ s claim. The company considered that filed an appeal base on our unprofitable part of verdict. Because extinctive prescription is an interest for company.
(9) Losses Due to Major Disasters:None
(10) Subsequent Events:
- (a) On January 25, 2021, the Company’s Board of Directors approved a resolution to increase capital by cash in the purpose of repay bank loans and business operating use.
(Continued)
94
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(11) Other:
- (a) The nature of operating costs and expenses were as follows:
| By function By item |
For the year ended December 31, 2020 | For the year ended December 31, 2020 | For the year ended December 31, 2020 | For the year ended December 31, 2020 |
|---|---|---|---|---|
| Operating cost |
Operating expense |
Non-Operating expense |
Total | |
| Employee benefits | ||||
| Salary | 879,739 | 647,507 | - | 1,527,246 |
| Labor and health insurance | 83,833 | 52,819 | - | 136,652 |
| Pension | 46,593 | 32,056 | - | 78,649 |
| Remuneration of directors | - | - | - | - |
| Others | 39,299 | 24,144 | - | 63,443 |
| Depreciation | 1,034,412 | 144,931 | 3,933 | 1,183,276 |
| Amortization | 611 | 12,561 | - | 13,172 |
(b) On March 22, 2019, Kaohsiung Urban Planning Commission (KUPC) announced that Dashe Industrial Park (DIP), where the Company’s plant is located, will be categorized from Special Zone to Zone B. In light of this matter, all the companies involved in this case are making their best effort to negotiate and compromise with KUPC, requesting KUPC to change DIP’ s status to Zone A instead of Zone B.
(Continued)
95
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(12) Other disclosures:
- (a) Information on significant transactions:
The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group:
(i) Loans to other parties:
| (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number | Name of lender |
Name of borrower |
Account name |
Related party |
Highest balance of financing to other parties during the period |
Ending balance |
Actual usage amount during the period |
Range of interest rates during the period |
Purposes of fund financing for the borrower |
Transaction amount for business between two parties |
Reasons for short-term financing |
Allowance for bad debt |
Collateral | Individual funding loan limits |
Maximum limit of fund financing |
|
| Item | Value | |||||||||||||||
| 1 | Core Pacific Twin Star (Myanmar) Investment Company Ltd. |
Core Pacific Pioneer (Myanmar) Company Ltd. |
Other Receivable |
Yes | 21,236 | - | - | 2% | 2 | - | Operating | - | - | 61,187 | 61,187 | |
| 2 |
Jiangsu Weiming Petrochemi cal Corpor ation(Wei ming) |
Changzhou Weicai New Material Science & Technolog y Co., Ltd.(Weica i) |
Other Receivable |
Yes | 258,900 | 258,900 | 129,450 |
6.5% | 2 | - | Operating | - | - | 666,772 | 1,000,158 | |
| 3 | Weihua (Rudong) Trade Co., Ltd. |
Changzhou Weicai New Material Science & Technolog y Co., Ltd.(Weica i) |
Other Receivable |
Yes | 86,300 | 86,300 | 64,725 |
6.5% | 2 | - | Operating | - | - | 96,484 | 96,484 |
Note 1: Numbering nature of borrowing as follows:
Transaction for business between two parties-1
Short-term financing-2
Note 2: The financing limit was 40% of net value of Core Pacific Twin Star (Myanmar).
Note 3: The financing limit for total and individual were 15% and 10% of net value of Jiangsu Weiming Petrochemical Corporation.
Note 4: The financing limit was 20% of net value of Weihua (Rudong) Trade Co., Ltd..
Note 5: The amounts of the transaction and the ending balance had been offset in the consolidated interim financial statements.
(ii) Guarantees and endorsements for other parties:
| (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Name of guarantor |
Counter-party of guarantee and endorsement |
Limitation on amount of guarantees and endorsements for a specific enterprise |
Highest balance for guarantees and endorsements during the period |
Balance of guarantees and endorsements as of reporting date |
Actual usage amount during the period |
Property pledged for guarantees and endorsements (Amount) |
Ratio of accumulated amounts of guarantees and endorsements to net worth of the latest financial statements |
Maximum amount for guarantees and endorsements |
Parent company endorsements/ guarantees to third parties on behalf of subsidiary |
Subsidiary endorsements/ guarantees to third parties on behalf of parent company |
Endorsements/ guarantees to third parties on behalf of companies in Mainland China |
|
| Name | Relationship with the Company |
||||||||||||
| 0 | CPDC |
Ding-Yue Developme nt Co., Ltd |
2 | 42,487,585 | 4,920,000 | 4,920,000 | - | 4,920,000 | % 6.95 |
70,812,642 | Y | N | Y |
| 0 | CPDC |
Jiangsu Weiming Petrochemi cal Corpora tion(Weimi ng) |
2 | 42,487,585 | 2,093,500 | - | - | - | % - |
70,812,642 | Y | N | Y |
(Continued)
96
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
| No. | Name of guarantor |
Counter-party of guarantee and endorsement |
Counter-party of guarantee and endorsement |
Limitation on amount of guarantees and endorsements for a specific enterprise |
Highest balance for guarantees and endorsements during the period |
Balance of guarantees and endorsements as of reporting date |
Actual usage amount during the period |
Property pledged for guarantees and endorsements (Amount) |
Ratio of accumulated amounts of guarantees and endorsements to net worth of the latest financial statements |
Maximum amount for guarantees and endorsements e t |
Parent company ndorsements/ guarantees to hird parties on behalf of subsidiary |
Subsidiary endorsements/ guarantees to third parties on behalf of parent company |
Endorsements/ guarantees to third parties on behalf of companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship with the Company |
||||||||||||
| 0 | CPDC |
Changzhou Weicai New Material Science & Technology Co., Ltd.(Weica i) |
2 | 42,487,585 | 1,220,590 | 1,220,590 | 155,797 | - | % 1.72 |
70,812,642 | Y | N | Y |
| 0 | CPDC | Shiny Chemical Industrial Co., Ltd |
5 | 42,487,585 | 38,998 | 38,998 | 38,998 | - | % 0.06 |
70,812,642 | N | N | N |
Note 1: The information of guarantees and endorsements for other parties of the Company and its subsidiaries are disclosed separately and numbering as follows:
Parent company-0
Subsidiary starts from 1
Note 2: Seven types of the relationship between Counter-party of guarantee and endorsement as follows:
-
Transactions between the companies.
-
The Company directly or indirectly holds more than 50% voting right.
-
When other companies directly or indirectly hold more than 50% voting rights of the Company.
-
The Company directly or indirectly holds more than 90% voting right.
-
A company that is mutually protected under contractual requirements based on the needs of the contractor.
-
A company that is endorsed by all the contributing shareholders in accordance with their shareholding ratio due to joint investment relationship.
-
Under the Consumer Protection Act, performance guarantees for pre-sale contracts for companies in the same industry
(iii) Securities held as of December 31, 2020 (excluding investment in subsidiaries, associates and joint ventures):
| (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | ||||
|---|---|---|---|---|---|---|---|---|---|
| Name of holder | Category and name of security |
Relationship with company |
Account title |
Ending balance | Highest Percentage of ownership (%) |
Note | |||
| Shares/Units | Carrying value | Percentage of ownership (%) |
Fair value | ||||||
| CPDC | Yuanta Financial Holdings BES Engineering Co. China Development Financial Holding Corp Handy Chemical Corparation Ltd. Overseas Investment & Development Corp. Core Pacific City Co., Ltd. Praxair Chemax Semiconductor Materials ZOWIE Technology Corporation Aetas Technology Inc. Chain Yarn Co., Ltd. |
None The Company is a director of the investee company None 〞 〞 Share a director with the company None 〞 〞 〞 |
Financial assets designated at fair value through profit or loss- current Non-current financial assets at fair value through other comprehensive income 〞 〞 〞 Financial assets designated at fair value through profit or loss- non-current Non-current financial assets at fair value through other comprehensive income 〞 〞 〞 |
32,176,371 164,348,449 44,684,712 407,000 2,600,000 422,250,872 2,701,651 8,815 287,961 30,000,000 |
661,224 1,643,484 415,568 1,461 26,000 7,832,673 113,714 358 - 300,000 |
0.27 10.74 0.30 4.75 2.89 27.52 14.00 0.05 0.58 13.41 |
661,224 1,643,484 415,568 1,461 26,000 7,832,673 113,714 358 - 300,000 |
% 0.27 % 10.74 % 0.30 % 4.75 % 2.89 % 27.52 % 14.00 % 0.05 % 0.58 % 13.41 |
(Continued)
97
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
| Name of holder | Category and name of security |
Relationship with company |
Account title |
Ending balance | Ending balance | Highest Percentage of ownership (%) |
Note |
||
|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying value | Percentage of ownership (%) |
Fair value | ||||||
| BES Twin Towers Co., Ltd. P S Tsou Seen Chemical Industries Corporation Da-ying Construction Ltd. i |
Taiwan Business Bank Core Pacific City Co., Ltd. raxair Chemax emiconductor Materials Taiwan Tea Corporation Good Company TaiRx, Inc. Eastspring nvestments Well Pool Money Market Fund |
〞 Shares a director with the Company None 〞 〞 〞 〞 |
Current financial assets at fair value through other comprehensive income Financial assets designated at fair value through profit or loss- current Financial assets at fair value through other comprehensive income non-current Financial assets designated at fair value through profit or loss- current Financial assets at fair value through other comprehensive incomenon-current 〞 Financial assets designated at fair value through profit or loss- current |
945,000 160,111,000 6,754,127 8,744,000 750,000 722,500 859,845.6 |
321,647 2,914,182 284,284 156,518 - 14,652 11,791 14,697,556 |
0.01 10.43 35.00 1.11 2.08 0.81 - |
321,647 2,914,182 284,284 156,518 - 14,652 11,791 14,697,556 |
% 0.36 % 10.43 % 35.00 % 1.11 % 2.08 % 0.81 % - % - |
- (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of $300 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars)
| Name of company |
Category and name of security |
Account name |
Name of counter-party |
Relationship with the company |
Beginning Balance | Beginning Balance | Purchases | Purchases | Sales | Sales | Sales | Sales | Ending Balance | Ending Balance |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares/units | Amount | Shares/units | Amount | Shares/units | Price | Cost | Gain (loss) on disposal |
Shares/units | Amount | |||||
| The Company | Chain Yarn Co., Ltd. |
Financial assets at fair value through other comprehensive income-non- current |
Chain Yarn Co., Ltd. |
None | - | - | 30,000 | 300,000 | - | - | - | - | 30,000 | 300,000 |
- (v) Acquisition of individual real estate with amount exceeding the lower of $300 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars)
| Name of company |
Name of property |
Transaction date |
Transaction amount |
Status of payment |
Counter-party | Relationship with the Company |
If the counter-party is a related party, disclose the previous transfer information |
If the counter-party is a related party, disclose the previous transfer information |
If the counter-party is a related party, disclose the previous transfer information |
If the counter-party is a related party, disclose the previous transfer information |
References for determining price |
Purpose of acquisition and current condition |
Others |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Owner | Relationship with the Company |
Date of transfer |
Amount | ||||||||||
| The Company |
Property, plant and equipment |
September 25, 2019 |
465,000 | 186,00 | 0 Sunko Ink Co., Ltd. |
None | Note 1 | - | - | - |
Appraisal reports from Real Estate Appraisers Firm |
Business operating use |
None |
| The Company |
Property, plant and equipment |
September 14, 2020 |
1,380,000 | 634,00 | 0 Chain Yarn Co., Ltd. |
None | Note 1 | - | - | - |
Appraisal reports from Real Estate Appraisers Firm |
Business operating use |
None |
| Ding-Yue Development Co., Ltd. |
Sanyu Sec., Shilin Dist., Taipei City |
March 20, 2020 |
415,441 | 415,44 | 1 Kuan-Pin Company and others |
None | Note 1 | - | - | - |
Appraisal reports from Real Estate Appraisers Firm |
Business operating use |
None |
(Continued)
98
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
Note 1: The object of the transaction owned by different related parties within 5 years, wherein a disclosure on the date of acquisition, price, and relationship with the parent company in the current period is required: N/A.
-
(vi) Disposal of individual real estate with amount exceeding the lower of $300 million or 20% of the capital stock:None
-
(vii) Related-party transactions for purchases and sales with amounts exceeding the lower of $100 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars)
| Name of company |
Related party | Nature of relationship |
Transaction details | Transaction details | Transaction details | Transaction details | Transactions wit from |
h terms different others |
Notes/Accounts receivable (payable) | Notes/Accounts receivable (payable) | Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/Sale | Amount | Percentage of total purchases/sales |
Payment terms | Unit price | Payment terms | Ending balance | Percentage of total notes/accounts receivable (payable) |
||||
| The Company CPDC Green Technology Corp.(CPDC GT) Weihua (Rudong) Trade Co., Ltd Weihua (Rudong) Trade Co., Ltd Weiqiang International Trade (Shanghai) Co., Ltd.(Weiqiang) |
Tsou Seen Chemical Industries Corporation Weihua (Rudong) Trade Co., Ltd Kaohsiung Monomer Company Ltd The Company Weiqiang International Trade (Shanghai) Co., Ltd.(Weiqiang) Jiangsu Weiming Petrochemical Corporation(We iming) Jiangsu Weiming Petrochemical Corporation(We iming) |
Subsidiary Subsidiary Affiliated company accounted for using equity method Subsidiary same parent company same parent company same parent company |
Sales Sales Sales Sales Sales Sales Sales |
(510,141) (161,483) (456,452) (222,127) (231,039) (974,374) (136,651) |
% (3.45) % (1.09) % (3.08) % (96.46) % (17.29) % (72.94) % (13.24) |
3 Month 3 Month 1 Month Base on contract Base on contract Base on contract Base on contract |
- - - - - - - |
OA 90 days OA 90 days none Base on contract Base on contract Base on contract Base on contract |
36,665 (1,463) 51,106 15,457 1,631 - 8,587 |
2.27% (0.09)% 3.16% 50.46% 16.04% -% 49.65% |
Note 〞 〞 Note 〞 〞 〞 |
Note: The amounts of the transaction and the ending balance had been offset in the consolidated financial statements.
(viii) Receivables from related parties with amounts exceeding the lower of $100 million or 20% of the capital stock:None
(ix) Trading in derivative instruments:None
- (x) Business relationships and significant intercompany transactions:
(In Thousands of New Taiwan Dollars)
| (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | ||||
|---|---|---|---|---|---|---|---|
| No. | Name of company | Name of counter-party |
Nature of relationship |
Intercompany transactions | |||
| Account name | Amount | Trading terms | Percentage of the consolidated net revenue or total assets |
||||
| 0 0 0 1 1 |
The Company The Company The Company Weihua (Rudong) Trade Co., Ltd (Weihua) Weihua (Rudong) Trade Co., Ltd (Weihua) |
Tsou Seen Chemical Industries Corporation(TSCIC) Weihua (Rudong) Trade Co., Ltd (Weihua) CPDC Green Technology Corp.(CPDC GT) Weiqiang International Trade (Shanghai) Co., Ltd.(Weiqiang) Jiangsu Weiming Petrochemical Corporation(Weiming) |
1 1 1 5 5 |
Sales revenue Sales revenue Repair expense Sales revenue Sales revenue |
510,141 161,483 222,127 231,039 974,374 |
OA 90 days OA 90 days Base on contract Base on contract Base on contract |
2.90% 0.92% 1.26% 1.31% 5.54% |
(Continued)
99
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
| No. | Name of company | Name of counter-party | Nature of relationship |
Intercompany transactions Account name Amount Trading terms Percentage of the consolidated net revenue or total assets |
Intercompany transactions Account name Amount Trading terms Percentage of the consolidated net revenue or total assets |
Intercompany transactions Account name Amount Trading terms Percentage of the consolidated net revenue or total assets |
Intercompany transactions Account name Amount Trading terms Percentage of the consolidated net revenue or total assets |
|---|---|---|---|---|---|---|---|
| Amount | Trading terms | Percentage of the consolidated net revenue or total assets |
|||||
| 2 | Weiqiang International Trade (Shanghai) Co., Ltd.(Weiqiang) |
Jiangsu Weiming Petrochemical Corporation(Weiming) |
5 | Sales revenue | 136,651 | Base on contract | 0.78% |
Note 1: Company numbering as follows: Parent company-0 Subsidiary starts from 1
Note 2: The numbering of the relationship between transaction parties as follows:
Parent company to subsidiary-1 Subsidiary to parent company-2 Subsidiary to subsidiary-3 Subsidiary to sub-subsidiary-4 Sub-subsidiary to sub-subsidiary-5
Note 3: The amounts of the transaction and the ending balance had been offset in the consolidated interim financial statement
(b) Information on investees:
The following is the information on investees for the years ended December 31, 2020 (excluding information on investees in Mainland China):
(In Thousands of New Taiwan Dollars)
| Name of investor | Name of investee | Location | Main businesses and products |
Original investment amount | Original investment amount | Balance as of December 31, 2020 | Balance as of December 31, 2020 | Balance as of December 31, 2020 | Net income (losses) of investee |
Highest Percentage of ownership |
Share of profits/losses of investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2018 | Shares | Percentage of ownership |
Carrying value |
||||||||
| The Company 〞 〞 〞 〞 〞 〞 〞 |
Kaohsiung Monomer Company Ltd Zhong gong baoquan Ltd. Ding-Yue Development Co., Ltd. (original name: Tao Zhu Construction & Development Co., Ltd.) CPDC Investment (BVI) Co Ltd. Tsou Seen Chemical Industries Corporation CPDC Green Technology Corp. Rich Equities Ltd. Unichem Development Limited BES Twin Tower Development Co., Ltd. Thanh Phong Construction Investment Co., Ltd. |
1,Hsing Kung Road,Ta She P O Box 6-25 Nantze,Kaohsiung (815), Taiwan 2F., No.12, Dongxing Rd., Taipei City 105, Taiwan 8F., No.12, Dongxing Rd., Taipei City 105, Taiwan Citco Building, Wickhams Cay, P.O. Box662 No.1, Jingjin Rd., Fangliao Township, Pingtung County 940, Taiwan 14F.-16, No.61, Wufu 3rd Rd., Qianjin Dist., Kaohsiung City 801, Taiwan Level3,Alexander House,35 Cybercity,Ebene, Mauritius Unit 06, G/F, The Lodge, 535 Canton Road , Kowloon, Hong Kong 16F., No.12, Dongxing Rd., Taipei City 105, Taiwan B2-19, Golden King Tower Building, No. 15 Nguyen Luong Bang, Tan Phu Ward, District 7, Ho Chi Minh City |
Methyl Methacrylate Monomer Security consultants Security consultants Holding company Dicalcium phosphate Mechanical engineering Holding company Holding company Real estate investment and development Engaged in construction, real estate, building constructional consulting, lease equipment and wholesale of building materials |
- 14,400 10,040,000 904,946 760,000 100,000 - 9,572,433 4,791,383 609,347 |
- 14,400 7,540,000 904,946 760,000 100,000 5,996 7,865,233 3,353,383 609,347 |
20,000,000 1,440,000 1,004,000,000 26,580,000 96,000,000 15,000,000 - 313,851,199 580,012,053 - |
% 40.00 % 24.00 % 100.00 % 100.00 % 100.00 % 100.00 % - % 100.00 % 100.00 % 100.00 |
502,002 18,311 10,002,328 903,385 1,303,241 119,730 - 8,310,551 6,219,671 578,029 |
159,545 (7,102) (15,858) 5,325 30,167 16,639 (66) (137,624) 352,645 16,052 |
% 40.00 % 24.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 |
63,818 (1,704) (15,858) 5,325 30,167 16,639 (66) (137,624) 352,645 16,052 |
Note 1 Note 1 Note 2&5 Note 2&4&5 Note 2&5 Note 2&5 Note 2&4&7 Note 2&4&5 Note 2&5 Note 2&3&4 &5 |
(Continued)
100
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
| Name of investor | Name of investee | Location | Main businesses and products |
Original investment amount | Original investment amount | Balance as of December 31, 2020 | Balance as of December 31, 2020 | Balance as of December 31, 2020 | Net income (losses) of investee |
Highest Percentage of ownership |
Share of profits/losses of investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2018 | Shares | Percentage of ownership |
Carrying value |
||||||||
| The Company CPDC Investment (BVI) Co Ltd. Ding-Yue Development Co., Ltd. Tsou Seen Chemical Industries Corporation BES Twin Towers Development Co., Ltd. Frontier Fortune vestment Pte. Ltd. Frontier Fortune vestment Pte. Ltd. Frontier Fortune vestment Pte. Ltd. Core Pacific Twin Star (Myanmar) Investment Company Ltd |
Jean Pacific Development Co., Ltd. Core Pacific Overseas Holdings Ltd Da-ying Construction Ltd. Taivex Therapeutics Inc. Frontier Fortune vestment Pte. Ltd. Core Pacific Twin Star (Myanmar) Investment Company Ltd Gemini Star (India) Private Limited Core Pacific Twin Star (Vietnam) Investment Co., Ltd. Core Pacific Pioneer (Myanmar) Company Ltd |
7F.-2, No.300, Yangguang St., Neihu Dist., Taipei City 11491, Taiwan (R.O.C.) Akra Bldg., 24 De Castro Street, Wickhams Cay I, Road Town,Tortola,British Virgin Islands 8F., No.12, Dongxing Rd., Taipei City 105, Taiwan 8F., No.12, Dongxing Rd., Taipei City 105, Taiwan 112 ROBINSON ROAD#05-01 ROBINSON 112SINGAPORE (068902) NO.153/Ka,Kyun ShweMmyaing Lane (2) ,23 ward,Thingangyun Townshin Yangon Level7, The Capital, Plot No.C-70, G Block, Bandra Kurla Complex, Bandra MUMBAI Mumbai City MH 400051 IN B2-19, Golden King Tower Building, No. 15 Nguyen Luong Bang, Tan Phu Ward, District 7, Ho Chi Minh City NO.153/Ka,Kyun ShweMmyaing Lane(2) ,23 ward,Thingangyun Townshin Yangon |
Renting and selling real estate Holding company Engineering, construction contracting business Engaged in biotechnology, pharmaceutical research and development and marketing Holding company Holding company and consultancy Real estate and petrochemical products research and consultancy Engineering, real estate and consultancy of construction Building construction, real estate management, development and sale |
620,000 808,564 22,500 462,246 2,761,596 169,921 9,274 2,566,176 24,804 |
480,000 808,564 22,500 462,246 1,326,796 169,921 9,274 1,131,376 24,804 |
62,000,000 26,580,000 - 46,224,551 93,060,000 5,500,001 2,099,993 - 800,000 |
% 40.00 % 45.19 % 100.00 % 91.10 % 100.00 % 100.00 % 99.99 % 99.01 % 80.00 |
619,551 898,139 22,902 255,070 2,661,302 152,968 4,591 2,495,940 24,415 |
(1,010) 11,975 (1,146) (77,601) 24,302 (2,472) (2,333) 30,119 (1,920) |
% 40.00 % 45.19 % 100.00 % 91.10 % 100.00 % 100.00 % 99.99 % 99.01 % 80.00 |
(404) - - - - - - - - |
Note 1 Note 2&4&6 Note 2&3&5 &6 Note 2&5&6 Note 2&4&5 &6 〞 Note 2&4&5 &6 Note 2&3&4 &5&6 Note 2&4&5 &6 |
Note1: The Company adopts the equity method to evaluate the investment company.
Note2: The Company has direct or indirect control of the invested company. If the invested company has direct or indirect control, it shall expose the relevant information of the following 2 to 10 transactions of the investee company.
Note3: Limited company expressed by the amount of capital, no shares issued.
Note4: The original investment amount is the foreign currency, at the prevailing exchange rate.
Note5: This transaction has been written off when the consolidated statement has been prepared.
Note6: In accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, only profit or loss of the company’s directly associates and joint ventures accounted for using equity method should be revealed.
Note7: The Board of directors approved the resolution to dissolve Rich Equities on December 25, 2019. The investment inflow was completed in April, 2020, and the liquidation process had been completed on July 28, 2020.
(Continued)
101
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(c) Information on investment in mainland China:
(i) The names of investees in Mainland China, the main businesses and products, and other information:
(In Thousands of New Taiwan Dollars)
| Name of investee |
Main businesses and products |
Total amount of paid-in capital |
Method of investment |
Accumulated outflow of investment from Taiwan as of January 1, 2020 |
Investment flows | Investment flows | Accumulated outflow of investment from Taiwan as of December 31, 2020 |
Net income (losses) of the investee |
Percentage of ownership |
Highest percentage of ownership |
Investment income (losses) |
Book value |
Accumu-lated remittance of earnings in current period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | ||||||||||||
| Weihua (Rudong) Trade Co., Ltd (Weihua) |
Engaged in Chemical storage, wholesale, import and export, commission agent, etc. |
763,460 | ( 2 )、 ( 3 ) |
763,460 | - | - | 763,460 | 8,320 | 100.00% | 100.00% | 8,320 | 482,983 | - |
| Weiqiang International Trade (Shanghai) Co., Ltd.(Weiqiang) |
Engaged in trading of petroleum chemical products, electronic chemicals variety of industrial gases, gas mixtures and other manufacturing sub- fitted trading. |
211,560 | ( 1 )、 ( 3 ) |
211,560 | - | - | 211,560 | 6,085 | 100.00% | 100.00% | 6,085 | 128,444 | - |
| Weida (Zhangzhou) Consultant Service Co., Ltd. (Weida) |
Consultancy | - | ( 2 ) | 13,171 | - | (13,171) | - | (250) | -% | -% | (250) | - | - |
| Jiangsu Weiming Petrochemical Corporation(W eiming) |
Petrochemical supporting facility construction |
7,421,663 | ( 1 )、 ( 2 ) |
5,714,463 | 1,707,200 | - | 7,421,663 | (114,280) | 100.00% | 100.00% | (114,280) | 6,675,456 | - |
| Zhangzhou Weida Petrochemical Co., Ltd(Weida PC) |
Engaged in trading of petroleum chemical products, electronic chemicals variety of industrial gases, gas mixtures and other manufacturing sub- fitted trading |
30,648 | ( 2 ) | 30,648 | - | - | 30,648 | (196) | 100.00% | 100.00% | (196) | 14,069 | - |
| Kunshan Weiqin Management consultant Co., Ltd (Weiqin) (Note 5) |
Management consultant |
- | ( 2 ) | 29,664 | - | (29,664) | - | (906) | -% | -% | (906) | - | - |
| Changzhou Weicai New Material Science & Technology Co., Ltd.(Weicai) |
Engaged in engineering plastic and high valued petroleum chemical products |
1,860,113 | ( 2 ) | 1,324,893 | - | - | 1,324,893 | (31,894) | 100.00% | 100.00% | (31,894) | 1,010,920 | - |
| Weiming (Rudong) Construction Co., Ltd |
Engaged in engineering consultant services、engineering construction、 engineering management、trading of petroleum chemical product |
4,319 | ( 3 ) | - | - | - | - | (22) | 100.00% | 100.00% | (22) | 4,293 | - |
(Continued)
102
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(ii) Limitation on investment in Mainland China:
| Accumulated Investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| 14,362,341 | - | Note 4 |
Note1: There are three ways to invest as follows:
-
(a) The Company directly invests in China.
-
(b) The Company through third regional company (UDL) invests in China.
-
(c) Others. (The Company through subsidiaries invest in China.)
Note2: Explanation for the field “net income (losses) of the investee” :
-
(a) If it is in preparation, no investment profit or loss.
-
(b) There are three ways to identify the basis of investment profit or loss.
-
(b.1) financial statements audit by an international accounting firm with a relationship with a Taiwan accounting firm.
-
(b.2) financial statements audit by the Company’s audit CPA.
-
(b.3) others.
Note3: The amount in this table are presented in New Taiwan Dollar.
-
Note4: The cumulative investment amount or investment proportion to China cannot be over the Company’s net value of 60%. The Company obtained certified documents of operating headquarters issued by Industrial Development Bureau, Ministry of Economic Affairs on October 18, 2018, and so is not subject to the above regulations. Valid until October 14, 2021.
-
Note5: Weida and Weiqin were both dissolved and the liquidation process had been completed in July and December 2020, respectively.
(iii) Significant transactions:
The significant inter-company transactions with subsidiaries in Mainland China, which were eliminated in the preparation of consolidated financial statements, are disclosed in “Information on significant transactions”.
(d) Major shareholders:None
(Continued)
103
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(13) Segment information:
- (a) General Information
The Group identifies Arylonitrile & Acetic Acid Department and Caprolactam department as reportable segments based on factors such as product types, manufacturing procedure, customer types, and operating activities.
The reportable segments of the Consolidated Company are independent business units which offer different products and services. Each business unit needs different technologies, resources and marketing strategies, thus should administer separately. The operating segment has a segment manager who is directly accountable to and maintains regular contact with the chief operating decision maker to discuss operating activities, financial results, forecasts, or plans for the segment.
- (b) Information for each segment's revenue / expense, asset, liability, measurement basis, and adjustment
Non-operating income and loss, income tax expense and non-recurring gain or loss is not allocated to reportable segments. In addition, not all of the profit or loss of the reportable segments include significant non-cash items other than depreciation and amortization. Total reportable segments’ profit or loss is reconciled with the continuing operations’ profit or loss before tax.
There was no material inconsistency between the accounting policies adopted for the operating segment and the accounting policies described in Note 3. The Consolidated Company use the operating profit as the measurement for segment profit and the basis of performance assessment. Operating segments’ profit and loss and total assets exclude operating expenses and assets of the corporate management.
| For the year ended December 31, 2020 Revenue Revenues from external customers Revenues from transactions with other operating segments of the same entity Total segment revenue Depreciation and amortization Reported segment profit or loss Capital expenditure of non- current assets Segment assets Segment liabilities |
Acrylonitrile & Acetic Acid $ 7,350,448 - $ 7,350,448 $ 219,245 $ 362,249 $ 603,371 $ 5,799,465 $ 2,664,825 |
Caprolactam 6,770,305 - 6,770,305 573,197 (973,809) 854,502 11,486,818 5,203,961 |
Other 6,481,608 222,127 6,703,735 404,006 842,995 2,637,284 89,489,119 27,285,582 |
Adjustment and eliminations - (222,127) (222,127) - - - - - |
Total 20,602,361 - |
|---|---|---|---|---|---|
| 20,602,361 | |||||
| 1,196,448 | |||||
| 231,435 | |||||
| 4,095,157 | |||||
| 106,775,402 | |||||
| 35,154,368 |
(Continued)
104
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND AFFILIATES Notes to the Consolidated Financial Statements
(c) Geographical Areas
The Group’ s non-current assets located overseas are immaterial. Revenues from domestic and overseas customers for the year ended December 31, 2020 were as follows:
| For the year | ||
|---|---|---|
| ended | ||
| December 31, | ||
| Region | 2020 | |
| Operating revenue from domestic sales | $ | 13,200,645 |
| Asia | 7,353,061 | |
| Other (individual areas under 10%) | 48,655 | |
| Total operating revenue | $ | 20,602,361 |
(d) Major Customers
Customers generating over 10% of total revenue for the year ended December 31, 2020 were as follows:
| follows: | |||
|---|---|---|---|
| For the year | |||
| ended | |||
| December 31, | |||
| Customers | 2020 | ||
| 1001 | $ | 3,977,916 |