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CPDC — Interim / Quarterly Report 2022
Nov 14, 2022
51772_rns_2022-11-14_42b9f019-5fc6-4090-9c1d-b854d6dbd8b4.pdf
Interim / Quarterly Report
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Stock Code:1314
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES
Consolidated Financial Statements
With Independent Auditors’ Review Report For the Nine Months Ended September 30, 2022 and 2021
Address: No.1, Jingjian Rd., Dashe Dist., Kaohsiung City 815, Taiwan (R.O.C.) Telephone: 886-7-351-3521
The independent auditors’ review 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’ review 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. Independent Auditors’ Review Report 4. Consolidated Balance Sheets 5. Consolidated Statements of Comprehensive Income 6. Consolidated Statements of Changes in Equity 7. Consolidated Statements of Cash Flows 8. Notes to the Consolidated Financial Statements (1) Company history (2) Approval date and procedures of the consolidated financial statements (3) New standards, amendments and interpretations adopted (4) Summary of significant accounting policies (5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty (6) Explanation of significant accounts (7) Related-party transactions (8) Pledged assets (9) Commitments and contingencies (10) Losses Due to Major Disasters (11) Subsequent Events (12) Other (13) Other disclosures (a) Information on significant transactions (b) Information on investees (c) Information on investment in mainland China (14) Segment information |
Page |
|---|---|
| 1 2 3 4 5 6 7 8 8 8~10 10~13 13 14~77 78~81 82 83~86 86 86 87 88~91 91~92 92~93 94~96 |
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Independent Auditors’ Review Report
To the Board of Directors China Petrochemical Development Corporation:
Introduction
We have reviewed the accompanying consolidated balance sheets of China Petrochemical Development Corporation and its subsidiaries as of September 30, 2022 and 2021, and the related consolidated statements of comprehensive income for the three months and nine months ended September 30, 2022 and 2021, changes in equity and cash flows for the nine months ended September 30, 2022 and 2021, and notes to the consolidated financial statements, including a summary of significant accounting policies. Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.
Scope of Review
Except as explained in the Basis for Qualified Conclusion paragraph, we conducted our reviews in accordance with Statement of Auditing Standard 65, “ Review of Financial Information Performed by the Independent Auditor of the Entity”. A review of the consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the generally accepted auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Basis for Qualified Conclusion
As stated in note 4(b), the consolidated financial statements included the financial statements of certain nonsignificant subsidiaries, which were not reviewed by independent auditors. These financial statements reflect total assets amounting to $20,532,979 thousand and $39,408,102 thousand, constituting 14.70% and 32.68% of consolidated total assets as of September 30, 2022 and 2021, respectively, total liabilities amounting to $4,786,403 thousand and $5,712,397 thousand, constituting 8.07% and 12.27% of consolidated total liabilities as of September 30, 2022 and 2021, respectively, and total comprehensive income (loss) amounting to $94,515 thousand, $(28,537) thousand, $349,057 thousand and $(127,893) thousand, constituting 5.16%, (2.35)%, 26.56% and (3.89)% of consolidated total comprehensive income (loss) for the three months and nine months ended September 30, 2022 and 2021, respectively.
Furthermore, as stated in note 6(g), the other equity accounted investments of China Petrochemical Development Corporation and its subsidiaries in its investee companies of $5,527,555 thousand and $1,372,123 thousand as of September 30, 2022 and 2021, respectively, and its equity in net earnings on these investee companies of $53,133 thousand, $112,793 thousand, $175,337 thousand and $282,607 thousand for the three months and nine months ended September 30, 2022 and 2021, respectively, were recognized solely on the financial statements prepared by these investee companies, but not reviewed by independent auditors.
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Qualified Conclusion
Except for the adjustments, if any, as might have been determined to be necessary had the financial statements of certain consolidated subsidiaries and equity accounted investee companies described in the Basis for Qualified Conclusion paragraph above been reviewed by independent auditors, based on our reviews, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of China Petrochemical Development Corporation and its subsidiaries as of September 30, 2022 and 2021, and of its consolidated financial performance for the three months and nine months ended September 30, 2022 and 2021, as well as its consolidated cash flows for the nine months ended September 30, 2022 and 2021 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “ Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Emphasis of Matter
As described in notes 6(j) and 6(r) of the notes to the consolidated financial statements, a portion of the land at the Anshun plant, which is located in Annan Dist., Tainan City, was polluted. A remediation project was submitted for approval in accordance with the related regulations, and the relevant remediation project expenses had been accrued. Nevertheless, China Petrochemical Development Corporation has dissent regarding the attribution of responsibilities for remediation, and will continue to seek administrative and judicial remedies. Our opinion is not modified in respect of this matter.
The engagement partners on the reviews resulting in this independent auditors’ review report are Wu Cheng Yen and Chen Mei Fang.
KPMG
Taipei, Taiwan (Republic of China) November 11, 2022
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to review such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ review 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’ review report and consolidated financial statements, the Chinese version shall prevail.
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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 SUBSIDIARIES
Consolidated Balance Sheets
September 30, 2022, December 31, 2021, September 30, 2021 and January 1, 2021
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Current financial assets at fair value through profit or loss (note 6(b)) 1120 Current financial assets at fair value through other comprehensive income (note 6(c)) 1170 Notes and accounts receivable, net (note 6(d)) 1180 Accounts receivable related parties, net (notes 6(d) and 7) 1200 Other receivables (notes 6(d) and 7) 1220 Current tax assets 130X Inventories (note 6(e)) 1410 Prepayments 1470 Other current assets (note 6(f)) Total current assets Non-current assets: 1510 Non-current financial assets at fair value through profit or loss (note 6(b)) 1517 Non-current financial assets at fair value through other comprehensive income (note 6(c)) 1551 Investments accounted for using equity method (note 6(g)) 1600 Property, plant and equipment (note 6(h)) 1755 Right-of-use assets (note 6(i)) 1760 Investment property, net (note 6(j)) 1780 Intangible assets (note 6(k)) 1840 Deferred income tax assets (note 6(u)) 1900 Other non-current assets (note 8) Total non-current assets Total assets |
September 30, 2022 Amount % $ 9,115,545 7 307,514 - 12,767 - 2,168,036 2 271,890 - 148,372 - 20,457 - 48,023,280 34 1,132,356 1 3,162,612 2 64,362,829 46 54,055 - 1,300,290 1 6,537,596 5 26,742,812 19 901,367 1 38,867,067 28 188,128 - 11,023 - 714,647 - 75,316,985 54 $ 139,679,814 100 |
Retrospective restatement December 31, 2021 Amount % 7,650,122 6 357,219 - 9,674 - 3,391,732 3 477,344 - 115,814 - 6,104 - 42,131,583 31 1,738,875 1 1,476,978 1 57,355,445 42 6,973,779 5 3,050,053 2 2,329,486 2 25,119,743 19 864,464 1 38,867,067 29 172,308 - 11,023 - 497,942 - 77,885,865 58 135,241,310 100 |
Retrospective restatement September 30, 2021 Amount % 11,271,906 10 688,374 1 9,034 - 3,890,692 3 392,061 - 210,173 - 6,108 - 20,543,259 17 2,189,299 2 2,611,006 2 41,811,912 35 10,746,855 9 2,828,156 2 2,252,583 2 25,162,433 21 872,279 1 36,344,845 30 168,810 - 11,023 - 388,348 - 78,775,332 65 120,587,244 100 |
Retrospective restatement January 1, 2021 Amount % 7,479,899 7 829,533 1 9,195 - 1,784,564 2 51,106 - 144,294 - - - 12,665,959 12 1,246,404 1 2,878,214 3 27,089,168 26 10,746,855 10 2,799,521 3 2,038,003 2 23,125,654 22 872,937 1 37,626,827 36 159,173 - 11,023 - 339,528 - 77,719,521 74 104,808,689 100 Liabilities and Equity Current liabilities: 2100 Short-term loans (note 6(l)) 2110 Short-term bills payable (note 6(o)) 2130 Current contract liabilities (note 6(x)) 2170 Accounts payable 2180 Accounts payable to related parties (note 7) 2200 Other payables (notes 6(v) and 7) 2230 Current tax liabilities 2250 Provisions-current (notes 6(r) and 6(t)) 2280 Lease liabilities-current (note 6(q)) 2320 Long-term liabilities-current portion (notes 6(m) and 6(n)) 2399 Other current liabilities, others Total current liabilities Non-Current liabilities: 2530 Bonds payable (note 6(n)) 2540 Long-term bank loans (note 6(m)) 2550 Provisions-non-current (notes 6(r) and 6(t)) 2570 Deferred income tax liabilities (note 6(u)) 2580 Lease liabilities-non-current (note 6(q)) 2611 Long-term bills payable (note 6(p)) 2670 Other non-current liabilities, others Total non-current liabilities Total liabilities Equity attributable to owners of parent: 3110 Common stock (note 6(v)) 3200 Capital surplus (note 6(v)) Retained earnings (note 6(v)): 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings Other equity (note 6(v)): 3410 Exchange differences arising on translation of foreign operations 3420 Unrealized 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 |
September 30, 2022 Amount % $ 14,429,029 10 1,430,756 1 55,892 - 1,256,206 1 807 - 1,694,285 1 - - 797,690 1 65,860 - 3,485,990 3 110,843 - 23,327,358 17 4,580,492 3 15,399,432 11 2,387,796 2 6,764,316 5 258,199 - 6,426,161 4 160,781 - 35,977,177 25 59,304,535 42 37,848,502 27 1,579,658 1 2,884,198 2 38,066,198 27 508,819 1 41,459,215 30 (213,058) - (435,813) - (648,871) - 80,238,504 58 136,775 - 80,375,279 58 $ 139,679,814 100 |
Retrospective restatement December 31, 2021 Amount % 12,737,689 10 1,429,955 1 20,612 - 1,759,025 1 11,333 - 2,564,997 2 39,477 - 478,734 1 56,324 - 1,511,515 1 127,720 - 20,737,381 16 4,684,096 4 13,905,589 10 3,200,532 2 6,764,316 5 240,124 - 5,254,518 4 140,232 - 34,189,407 25 54,926,788 41 37,848,502 28 1,454,301 1 2,389,125 2 35,390,076 26 4,738,292 3 42,517,493 31 (950,314) (1) (576,946) - (1,527,260) (1) 80,293,036 59 21,486 - 80,314,522 59 135,241,310 100 |
Retrospective restatement September 30, 2021 Amount % 4,295,889 4 - - 91,722 - 2,214,154 2 10,432 - 1,858,922 2 22,767 - 231,907 - 55,082 - 1,910,815 2 102,409 - 10,794,099 10 3,500,000 3 16,680,382 14 1,730,856 1 6,616,240 5 250,767 - 6,842,215 6 144,091 - 35,764,551 29 46,558,650 39 32,848,502 27 584,993 - 2,389,125 2 36,811,662 30 3,193,643 3 42,394,430 35 (997,748) (1) (825,646) - (1,823,394) (1) 74,004,531 61 24,063 - 74,028,594 61 120,587,244 100 |
Retrospective restatement January 1, 2021 Amount % 3,615,000 4 - - 1,676 - 1,394,928 1 - - 1,429,867 1 5,637 - 282,291 - 43,251 - 1,914,833 2 60,911 - 8,748,394 8 3,500,000 4 7,489,650 7 1,772,811 2 6,497,650 6 249,741 - 5,656,112 5 127,601 - 25,293,565 24 34,041,959 32 32,848,502 32 583,815 1 2,311,174 2 35,601,629 34 1,187,113 1 39,099,916 37 (966,633) (1) (854,259) (1) (1,820,892) (2) 70,711,341 68 55,389 - 70,766,730 68 104,808,689 100 |
|---|---|---|---|---|---|---|---|---|
See accompanying notes to consolidated financial statements.
5
(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 SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the three months and nine months ended September 30, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
| For the three months e 2022 Amount % 4000 Operating revenues (notes 6(x) and 7) $ 5,622,465 100 5000 Operating costs (note 6(e)) 6,328,377 113 Gross profit from operations (705,912) (13) Operating expenses (note 7): 6100 Selling expenses 320,556 5 6200 Administrative expenses 217,540 4 6300 Research and development expenses 111,187 2 6450 Impairment loss determined in accordance with IFRS9 - - Total operating expenses 649,283 11 Net operating (loss) income (1,355,195) (24) Non-operating income and expenses: 7100 Interest income (note 6(z)) 59,325 1 7010 Other income (notes 6(z) and 7) 119,808 2 7020 Other gains and losses (note 6(z)) 138,940 2 7050 Finance costs (notes 6(q) and (z)) (121,776) (2) 7060 Shares of profit (loss) of associates and joint ventures accounted for using equity method, net (note 6(g)) 43,597 1 7140 Gain recognized in bargain purchase transaction (note 6(j)) 2,739,244 49 7255 Gains on fair value adjustment, investment property (notes 4 and 6(h)) - - Total non-operating income and expenses 2,979,138 53 Profit before income tax 1,623,943 29 7950 Less: income tax expense (benefit)(note 6(u)) 5,226 - Profit 1,618,717 29 8300 Other comprehensive income (loss): 8310 Items that may not be reclassified subsequently to profit or loss: 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (note 6(v)) (119,168) (2) 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 (note 6(v)) 21,463 - 8349 Allocation of income tax to the above items - - Components of other comprehensive income that will not be reclassified to profit or loss (97,705) (2) 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences arising on translation of foreign operations (note 6(v)) 303,239 6 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 (note 6(v)) 8,083 - 8399 Allocation of income tax to the above items - - Components of other comprehensive income that will be reclassified to profit or loss 311,322 6 8300 Other comprehensive income (loss), net 213,617 4 8500 Total comprehensive income $ 1,832,334 33 Profit (loss) attributable to: 8610 Shareholders of the parent $ 1,629,896 29 8620 Non-controlling interests (11,179) - $ 1,618,717 29 Comprehensive income (loss) attributable to: 8710 Shareholders of the parent $ 1,843,799 33 8720 Non-controlling interests (11,465) - $ 1,832,334 33 Earnings per common share (expressed in dollars) (note 6(w)) 9750 Basic earnings per share $ 0.43 9850 Diluted earnings per share $ 0.43 |
For the three months e | nded September 30 Retrospective restatement 2021 Amount % 9,393,260 100 8,291,691 88 1,101,569 12 252,116 3 305,686 3 113,776 1 - - 671,578 7 429,991 5 45,024 1 92,498 1 552,620 6 (78,755) (1) 110,831 1 - - - - 722,218 8 1,152,209 13 (20,563) - 1,172,772 13 32,350 - - - - - 32,350 - 19,860 - (9,851) - - - 10,009 - 42,359 - 1,215,131 13 1,174,018 13 (1,246) - 1,172,772 13 1,217,046 13 (1,915) - 1,215,131 13 0.36 0.36 |
For the nine months e | nded September 30 Retrospective restatement 2021 Amount % 26,071,642 100 22,061,016 85 4,010,626 15 656,993 3 865,424 3 329,416 1 - - 1,851,833 7 2,158,793 8 140,520 1 178,086 1 556,667 2 (196,027) (1) 277,041 1 - - 391,553 2 1,347,840 6 3,506,633 14 221,843 1 3,284,790 13 29,912 - 4,414 - - - 34,326 - (29,230) - (3,923) - - - (33,153) - 1,173 - 3,285,963 13 3,288,801 13 (4,011) - 3,284,790 13 3,292,012 13 (6,049) - 3,285,963 13 1.00 1.00 |
|---|---|---|---|---|
| 2022 Amount % 21,143,837 100 21,573,479 102 (429,642) (2) 933,375 5 651,178 3 288,215 1 - - 1,872,768 9 (2,302,410) (11) 155,492 1 216,934 1 177,982 1 (308,486) (2) 153,586 1 2,739,244 13 - - 3,134,752 15 832,342 4 8,868 - 823,474 4 (260,751) (1) 14,209 - - - (246,542) (1) 735,596 3 1,527 - - - 737,123 3 490,581 2 1,314,055 6 843,337 4 (19,863) - 823,474 4 1,334,051 6 (19,996) - 1,314,055 6 0.22 0.22 |
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 SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the nine months ended September 30, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2021 Effects of retrospective application Balance at January 1, 2021 after adjustments Profit for the nine months ended September 30, 2021 after adjustments Other comprehensive income for the nine months ended September 30, 2021 after adjustments Total comprehensive income for the nine months ended September 30, 2021 after adjustments Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Changes in ownership interests in subsidiaries Share-based payments Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at September 30, 2021 after adjustments Balance at January 1, 2022 after adjustments Profit for the nine months ended September 30, 2022 Other comprehensive income for the nine months ended September 30, 2022 Total comprehensive income for the nine months ended September 30, 2022 Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Cash dividends of ordinary share Changes in ownership interests in subsidiaries Changes in non-controlling interests Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at September 30, 2022 |
Equity attributable | Equity attributable | t | o owners of parent | o owners of parent | Non-controlling interests |
Total equity | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares |
Capital surplus | Retained earnings | Total other equity interest | Total equity attributable to owners of parent |
|||||||||||||||
| Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income |
||||||||||||||||||
| Legal reserve | Special reserve | Unappropriated retained earnings |
|||||||||||||||||
| $ 32,848,502 - 32,848,502 - - - - - - - - $ 32,848,502 $ 37,848,502 - - - - - - - - - $ 37,848,502 |
583,815 - |
2,311,174 - |
35,601,629 - |
1,287,983 (100,870) 1,187,113 3,288,801 4,329 3,293,130 (77,951) (1,210,033) - - 1,384 3,193,643 4,738,292 843,337 5,348 848,685 (495,073) (2,676,122) (1,513,940) - - (393,023) 508,819 |
(966,202) (431) (966,633) - (31,115) (31,115) - - - - - (997,748) (950,314) - 737,256 737,256 - - - - - - (213,058) |
(854,259) - (854,259) - 29,997 29,997 - - - - (1,384) (825,646) (576,946) - (251,890) (251,890) - - - - - 393,023 (435,813) |
70,812,642 (101,301) 70,711,341 3,288,801 3,211 3,292,012 - - 1,178 - - 74,004,531 80,293,036 843,337 490,714 1,334,051 - - (1,513,940) 125,357 - - 80,238,504 |
55,389 - 55,389 (4,011) (2,038) (6,049) - - (1,178) (24,099) - 24,063 21,486 (19,863) (133) (19,996) - - - (125,357) 260,642 - 136,775 |
70,868,031 (101,301) |
||||||||||
| 583,815 | 2,311,174 | 35,601,629 | 70,766,730 | ||||||||||||||||
| - - |
- - |
- - |
3,284,790 1,173 |
||||||||||||||||
| - | - | - | 3,285,963 | ||||||||||||||||
| 77,951 - - - - |
- 1,210,033 - - - |
- - - (24,099) - |
|||||||||||||||||
| 2,389,125 | 36,811,662 | 74,028,594 | |||||||||||||||||
| 2,389,125 - - |
35,390,076 - - |
80,314,522 823,474 490,581 |
|||||||||||||||||
| - | - | - | 1,314,055 | ||||||||||||||||
| - - - - - - |
495,073 - - - - - |
- 2,676,122 - - - - |
- - (1,513,940) - 260,642 - |
||||||||||||||||
| $ 37,848,502 |
2,884,198 | 38,066,198 | 80,375,279 |
See accompanying notes to consolidated financial statements.
7
(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 SUBSIDIARIES
Consolidated Statements of Cash Flows
For the nine months ended September 30, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit before income tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Net gain on financial assets at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of associates and joint ventures accounted for using equity method Loss on disposal of property, plant and equipment Gain on disposal of investment properties Impairment loss on non-financial assets Gain on fair value adjustment of investment property Gain on lease modification Gain recognized in bargain purchase transaction Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Increase in accounts receivable Decrease (increase) in accounts receivable due from related parties Increase in other receivables Increase in inventories Decrease (increase) in prepayments Increase in other current assets Total changes in operating assets Increase in contract liabilities (Decrease) increase in accounts payable (Decrease) increase in accounts payable to related parties (Decrease) increase in other payable Decrease in provisions (Decrease) increase in other current liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash outflow generated from operations Interest received Interest paid Income taxes paid Net cash flows used in operating activities |
For the nine months e | nded September 30 Retrospective restatement 2021 3,506,633 821,138 6,521 (165,791) 196,027 (140,520) (66,029) (277,041) 117 (706,465) 4,804 (391,553) (34) - (718,826) (3,561,023) (340,955) (32,154) (7,882,104) (949,344) (215,023) (12,980,603) 90,046 819,226 10,432 434,328 (92,339) 41,498 1,303,191 (11,677,412) (12,396,238) (8,889,605) 82,515 (199,094) (85,641) (9,091,825) |
|---|---|---|
| 2022 $ 832,342 951,548 6,321 (11,532) 308,486 (155,492) (89,833) (153,586) 427 - 127,049 - (16) (2,739,244) (1,755,872) (377,385) 205,454 (8,739) (6,018,756) 606,519 (155,246) (5,748,153) 35,280 (502,819) (10,526) (782,170) (495,339) (16,877) (1,772,451) (7,520,604) (9,276,476) (8,444,134) 146,673 (309,153) (62,698) (8,669,312) |
See accompanying notes to consolidated financial statements.
7-1
(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 SUBSIDIARIES
Consolidated Statements of Cash Flows
For the three months and nine months ended September 30, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Proceeds from disposal of investment properties (Increase) decrease in other financial assets Increase in other non-current assets Dividends received Proceeds from cancellation of property purchasing Net cash flows from investing activities Cash flows from (used in) financing activities: Increase in short-term loans Decrease in short-term loans Proceeds from long-term debt Repayments of long-term debt Increase in long-term bills payable Decrease in long-term bills payable Payment of lease liabilities Increase in other non-current liabilities Cash dividends paid Interest paid Change in non-controlling interests Net cash flows from financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
For the nine months e | nded September 30 Retrospective restatement 2021 1,438 (456,173) 762,988 (3,015,605) 325 (17,192) 2,380,000 482,231 (49,005) 120,790 186,000 395,797 12,086,399 (9,944,396) 26,966,818 (19,734,769) 31,149,500 (27,992,300) (44,927) 16,490 - (4,263) - 12,498,552 (10,517) 3,792,007 7,479,899 11,271,906 |
|---|---|---|
| 2022 - $ (167,091) 181,406 (2,291,781) 27 (2,518) - (1,530,388) (216,804) 7,361,203 - 3,334,054 10,286,273 (7,205,572) 11,893,356 (8,645,096) 35,610,000 (34,440,000) (54,255) 20,549 (1,513,940) (3,779) 260,642 6,208,178 592,503 1,465,423 7,650,122 $ 9,115,545 |
See accompanying notes to consolidated financial statements.
8
(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 SUBSIDIARIES Notes to the Consolidated Financial Statements
September 30, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars, 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 migrated to No.1, Jingjian Rd., Dashe Dist., Kaohsiung City 815, Taiwan (R.O.C.) on July 18, 2016. The Company and its subsidiaries (hereinafter together referred to as the “Group”) 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 and nylon.
(2) Approval date and procedures of the consolidated financial statements:
These consolidated financial statements for the nine months ended September 30, 2022 and 2021 were authorized for issue by the Board of Directors on November 11, 2022.
(3) 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. which have already been adopted.
The details of impact on the Group’s adoption of the new amendments beginning January 1, 2022 are as follows:
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-
-
(i) Amendments to IAS 16 “Property, Plant and Equipment Proceeds before Intended Use”
The amendment prohibits an entity from deducting from the cost of an item of property, plant and equipment any proceeds received from selling items produced while the entity is preparing the asset for its intended use (for example, the proceeds from selling samples produced when testing a machine to ensure if it is functioning properly). The proceeds from selling such samples, together with the costs of producing them, shall be recognized in profit or loss.
The amendments also clarify that testing whether an item of PPE is functioning properly means assessing its technical and physical performance rather than assessing its financial performance – e.g. assessing whether the PPE has achieved a certain level of operating margin.
The amendments apply retrospectively, but only to items of property, plant and equipment made available for use on or after January 1, 2021. The application of the amendments resulting in the property, plant and equipment to decrease by $101,301 thousand, the exchange differences arising on translation of foreign operations to decrease by $431 thousand, and the unappropriated earnings to decrease by $100,870 thousand, respectively, on January 1, 2021; the property, plant and equipment to decrease by $193,276 thousand, the exchange differences arising on translation of foreign operations to increase by $348 thousand, and the unappropriated earnings to decrease by $194,074 thousand, respectively, on September 30, 2021; as well as the property, plant and equipment to decrease by $213,898 thousand, the exchange differences arising on translation of foreign operations to decrease by $1,455
(Continued)
9
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
thousand, and the unappropriated earnings to decrease by $212,442 thousand, respectively, on December 31, 2021; also, an increase of $10,574 thousand in operating costs, while there is no impact on both the basic and diluted earnings per share for the three months ended September 30, 2021; an increase of $93,203 thousand on operating costs, and both the basic and diluted earnings per share to decrease by 0.03 for the nine months ended September 30, 2021. There is no impact on the cash flows in the said period.
In addition, if the Group had applied its previous accounting policy, the property, plant and equipment would be increased by $13,002 thousand, the exchange differences arising on translation of foreign operations to increase by $337 thousand, and the retained earnings would be increased by $12,665 thousand, respectively, on September 30, 2022. The operating costs decreased by $10,474 thousand for the three months ended September 30, 2022, The operating costs decreased by $12,665 thousand for the nine months ended September 30, 2022. There is no material impact on the basic earnings, the diluted earnings and the cash flows in the same period.
- (ii) Other amendments
The following new amendments, effective January 1, 2022, do not have a significant impact on the Group’s consolidated financial statements:
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-
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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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(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, 2023, would not have a significant impact on its consolidated financial statements:
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●Amendments to IAS 1 “Disclosure of Accounting Policies”
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●Amendments to IAS 8 “Definition of Accounting Estimates”
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●Amendments to IAS 12 “ Deferred Tax related to Assets and Liabilities arising from a Single Transaction”
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(c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The Group does not expect the following 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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●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”
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●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”
(Continued)
10
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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●Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”
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●Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9 – Comparative Information “
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●Amendments to IFRS16 “Requirements for Sale and Leaseback Transactions”
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Amendments to IAS 1 “Non-current liabilities with contract terms”
(4) Summary of significant accounting policies:
- (a) Statement of compliance
These consolidated financial statements have been prepared in accordance with the preparation and guidelines of IAS 34 “Interim Financial Reporting” which are endorsed and issued into effect by FSC, and do not include all of the information required by the Regulations and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed and issued into effect by the FSC (hereinafter referred to IFRS endorsed by the FSC) for a complete set of the annual consolidated financial statements.
Except the following accounting policies mentioned below, the significant accounting policies adopted in the consolidated financial statements are the same as those in the consolidated financial statement for the year ended December 31, 2021. For the related information, please refer to note 4 of the consolidated financial statements for the year ended December 31, 2021.
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(b) Basis of consolidation
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(i) 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 variety of industrial gases, gas mixtures and other manufacturing sub-fitted trading |
Shareholding ratio | Shareholding ratio | January 1, 2021 Notes % 100.00 Note 1 % 100.00 Note 1 % 100.00 Note 1 % 100.00 Note 1 % 100.00 Note 1&2 % 0.37 Note 1&2 % 44.52 Note 1 |
|
|---|---|---|---|---|---|---|
| September 30, 2022 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 0.31 % 44.52 |
December 31, 2021 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 0.36 % 44.52 |
September 30, 2021 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 0.36 % 44.52 |
||||
| The Company The Company The Company The Company The Company The Company The Company |
Tsou Seen Chemical Industries Corporation (TSCIC) CPDC Green Technology 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 New Material Co., Ltd. (Weiming) (original name: Jiangsu Weiming Petrochemical Corporation) Weiqiang International Trade (Shanghai) Co., Ltd. (Weiqiang) |
(Continued)
11
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES 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 the 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 variety of industrial gases, gas mixtures and other manufacturing sub-fitted trading Engaged in trading of petroleum chemical products, electronic chemicals 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 Engaged in trading of petroleum chemical products, electronic chemicals 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 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 Engineering, real estate and consultancy of construction Building construction, real estate management, development and sale Engineering, construction contracting business |
Shareholding ratio | Shareholding ratio | January 1, 2021 Notes % 100.00 Note 1 % 100.00 Note 3 % 4.02 Note 1 % 55.48 Note 1 % 91.10 Note 1&4 % 99.63 Note 1&2 % 95.98 Note 1 % 100.00 Note 1 % 100.00 Note 1 % 100.00 Note 1 % 100.00 Note 1 % 100.00 Note 1 % 99.99 Note 1 % 99.01 Note 1&5 % 80.00 Note 1 % 100.00 Note 1 |
|
|---|---|---|---|---|---|---|
| September 30, 2022 % 100.00 % 100.00 % 4.02 % 55.48 % 65.34 % 99.69 % 95.98 % - % 100.00 % 100.00 % 100.00 % 100.00 % 99.99 % 100.00 % 80.00 % 100.00 |
December 31, 2021 % 100.00 % 100.00 % 4.02 % 55.48 % 91.10 % 99.64 % 95.98 % - % 100.00 % 100.00 % 100.00 % 100.00 % 99.99 % 100.00 % 80.00 % 100.00 |
September 30, 2021 % 100.00 % 100.00 % 4.02 % 55.48 % 91.10 % 99.64 % 95.98 % - % 100.00 % 100.00 % 100.00 % 100.00 % 99.99 % 100.00 % 80.00 % 100.00 |
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| The Company The Company TSCIC TSCIC TSCIC UDL UDL UDL UDL Weiming BES Twin Towers Frontier Fortune Frontier Fortune Frontier Fortune Core Pacific Twin Star (Myanmar) Ding-Yue |
Thanh Phong Construction Investment Co., Ltd. (Thanh Phong) Ding-Yue Development Co., Ltd. (Ding-Yue) Weihua (Rudong) Trade Co., Ltd. (Weihua) Weiqiang Taivex Therapeutics Corporation (Taivex) Weiming Weihua Zhangzhou Weida Petrochemical Co., Ltd. (Weida PC) 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)) 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) |
(Continued)
12
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Note1: Insignificant subsidiaries whose financial statements have not been reviewed or audited by independent auditors.
Note2: Weiming increased its capital through UDL amounting to CNY 200,000 thousand, CNY 20,000 thousand, CNY 13,000 thousand, and CNY70,000 thousand on April 26, March 23, January 5, 2022 and June 28, 2021, respectively.
Note3: Ding-Yue increased its capital amounting to $1,000,000 thousand, $2,420,000 thousand, $11,340,000 thousand and $4,200,000 thousand on May 11, March 14, 2022, November 1 and June 16, 2021, respectively. Ding-Yue has a significant impact on the consolidated financial statements, and it has been declared as an important subsidiary of the Company since December 28, 2021.
Note4: On February 16, 2022, the Board of Directors of Taivex decided to increase the capital in cash. The company did not subscribe according to the shareholding ratio, so the shareholding ratio dropped to 65.34%.
Note5: Core Pacific Twin Star (Vietnam) had reached agreement on cancellation of shares with the noncontrolling interests, who owned 0.99% of outstanding shares on August 10, 2021. After the cancellation, Frontier Fortune owned Core Pacific Twin Star (Vietnam) 100.00% of outstanding shares.
(c) Income taxes
The income tax expenses have been prepared and disclosed in accordance with paragraph B12 of International Accounting Standards 34, Interim Reporting.
Income tax expenses for the period are best estimated by multiplying pre-tax income for the interim reporting period using the effective annual tax rate as forecasted by the management. This should be recognized fully as tax expense for the current period.
(d) Employee benefits
The pension cost in the interim period was calculated and disclosed on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior fiscal year, adjusted for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-off events.
(e) Changes in accounting policies
- In accordance with IAS 16 “Property, Plant and Equipment Proceeds before Intended Use”, the changes in accounting policy shall be applied retrospectively. The results are summarized as follows.
| January 1, 2021 Consolidated balance sheets |
As previously reported $ 23,226,955 (966,202) 1,287,983 |
Impact of changes in accounting policies As restated (101,301) 23,125,654 (431) (966,633) (100,870) 1,187,113 |
|---|---|---|
| Property, plant and equipment Exchange differences arising on translation of foreign operations Unappropriated earnings |
(Continued)
13
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| September 30, 2021 Consolidated balance sheets |
As previously reported Impact of changes in accounting policies As restated $ 25,356,159 (193,726) 25,162,433 (998,096) 348 (997,748) 3,387,717 (194,074) 3,193,643 As previously reported Impact of changes in accounting policies As restated $ 25,333,641 (213,898) 25,119,743 (948,859) (1,455) (950,314) 4,950,734 (212,442) 4,738,292 For the nine months ended September 30, 2021 As previously reported Impact of changes in accounting policies As restated $ 21,967,813 93,203 22,061,016 |
|---|---|
| Property, plant and equipment Exchange differences arising on translation of foreign operations Unappropriated earnings December 31, 2021 Consolidated balance sheets |
|
| Property, plant and equipment Exchange differences arising on translation of foreign operations Unappropriated earnings Consolidated statements of comprehensive income |
|
| Operating costs |
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
The preparation of the consolidated financial statements in conformity with the Regulations and IFRSs (in accordance with IAS 34 “Interim Financial Reporting” and 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 preparation of the consolidated interim financial statements, estimates and underlying assumptions are reviewed on an ongoing basis which are in conformity with the consolidated financial statements for the year ended December 31, 2021. For related information, please refer to note 5 of the consolidated financial statements for the year ended December 31, 2021.
(Continued)
14
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(6) Explanation of significant accounts:
(a) Cash and cash equivalents
| Cash on hand Checking and demand deposits Time deposits Cash equivalents Cash and cash equivalents |
September 30, 2022 $ 1,511 1,857,138 7,256,896 - $ 9,115,545 |
December 31, 2021 1,726 2,923,423 4,724,973 - 7,650,122 |
September 30, 2021 1,728 3,488,834 4,581,334 3,200,010 11,271,906 |
January 1, 2021 |
|---|---|---|---|---|
| 1,806 3,668,398 3,659,705 149,990 |
||||
| 7,479,899 |
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 6(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 6(aa) 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 Structured deposits Stocks listed on domestic markets Subtotal Non-current financial assets designated at fair value through profit or loss: Stocks unlisted on domestic markets Total |
September 30, 2022 $ 2,145 - 305,369 307,514 54,055 $ 361,569 |
December 31, 2021 - 22,226 334,993 357,219 6,973,779 7,330,998 |
September 30, 2021 - 21,510 666,864 688,374 10,746,855 11,435,229 |
January 1, 2021 |
|---|---|---|---|---|
| 11,791 - 817,742 |
||||
| 829,533 | ||||
| 10,746,855 | ||||
| 11,576,388 |
Please refer to note 6(z) for the gain or loss on financial assets recognized at fair value through profit or loss.
(Continued)
15
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group held common and preferred stock of Core Pacific City Co., Ltd., wherein the preferred stocks which were converted into common stocks on October 22, 2021 were recognized as noncurrent financial assets at fair value through profit or loss. The asset is held within a business model whose objective is for financial investment. The Group does not have a representative at the board of directors or participate in the financial and operating policy decisions of the investee. Therefore, the Group does not have significant influence over the investee. A resolution was made during the extraordinary shareholders’ meeting of Core Pacific City Co., Ltd. on November 8, 2021 to reduce its capital by buying back and cancelling its shares to eliminate the accumulated losses of $5,245,397 thousand and $9,998,925 thousand, respectively, with the effective date set on the same date. The Group received the payment of $3,794,637 thousand of the shares that were bought back on November 11, 2021. Core Pacific City Co., Ltd. approved the earning distribution during its shareholders’ meeting on February 23, 2022, which was also the base date. On February 25, 2022, the Group received the cash dividends amounting to $6,966,562 thousand, which were recognized as deduction from the asset before reappraising it.
Please refer to note 8 for details of the financial assets at fair value through profit or loss of the Group pledged as collateral as of September 30, 2022, December 31, September 30 and January 1, 2021.
- (c) Financial assets at fair value through other comprehensive income
| Equity investments at fair value through other comprehensive income - current: Stock 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 |
September 30, 2022 $ 12,767 536,216 764,074 1,300,290 $ 1,313,057 |
December 31, 2021 9,674 2,270,979 779,074 3,050,053 3,059,727 |
September 30, 2021 9,034 2,062,711 765,445 2,828,156 2,837,190 |
January 1, 2021 |
|---|---|---|---|---|
| 9,195 | ||||
| 2,059,052 740,469 |
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| 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.
(Continued)
16
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group was elected as the chairman of BES Engineering Corporation on June 13, 2022, wherein the Group obtained significant influence over it, resulting in the investment of the Group amounting to $1,470,919 thousand to be reclassified from financial assets at fair value through other comprehensive income to investments accounted for using equity method. Upon the reclassification, the fair value was $1,470,919 thousand and the cumulative loss $393,023 thousand was transferred to retained earnings. Please refer to note 6(g) about other related information.
Please refer to note 6(v) for the gain or loss on financial assets recognized at fair value through other comprehensive income.
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 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 criminal and 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 9, 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 2018 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 PRAXAIR for the year of 2013. In order to protect the Company’ s right, the Company submitted a lawsuit
(Continued)
17
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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. The Supreme Court dismissed the claim of the Company by the judgement on February 24, 2022. The judgment was final and binding and the case was closed.
The Group continues to negotiate with PRAXAIR. As of September 30, 2022, the Group did not have significant influence over the investee.
Please refer to note 8 for details of the financial assets at fair value through other comprehensive income of the Group pledged as collateral as of September 30, 2022, December 31, September 30 and January 1, 2021.
- (d) Notes, accounts and other receivables
| Notes receivable Accounts receivable (including related parties) Other receivables Less: allowance for doubtful receivables Net amount |
September 30, 2022 $ 290,752 2,483,246 148,372 (334,072) $ 2,588,298 |
December 31, 2021 628,485 3,574,627 115,814 (334,036) 3,984,890 |
September 30, 2021 1,103,201 3,512,409 210,173 (332,857) 4,492,926 |
January 1, 2021 |
|---|---|---|---|---|
| 375,689 1,906,374 149,618 (451,717) 1,979,964 |
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 |
September 30, 2022 | September 30, 2022 | |
|---|---|---|---|
| Carrying amount of account receivables $ 2,395,972 133,495 123,944 14,387 239,572 $ 2,907,370 |
Weighted average expected credit loss 0%~3.51% 0%~1.99% 0%~3.75% 0%~21.05% 100% |
Allowance for expected credit loss |
|
| 84,167 2,652 4,652 3,029 239,572 |
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| 334,072 |
(Continued)
18
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Not past due Over 0~30 days Over 31~120 days Over 121~365 days Past due more than 1 year Not past due Over 0~30 days Over 31~120 days Over 121~365 days Past due more than 1 year Not past due Over 0~30 days Over 31~120 days Over 121~365 days Past due more than 1 year |
December 31, 2021 | December 31, 2021 | |
|---|---|---|---|
| Carrying amount of account receivables Weighted average expected credit loss $ 3,974,874 0%~2.35% 64,232 0%~1.25% 36,233 0%~3.06% 5,997 0%~18.74% 237,590 100% $ 4,318,926 September 30, 2021 |
Allowance for expected credit loss |
||
| 93,413 800 1,109 1,124 237,590 |
|||
| 334,036 | |||
| Allowance for expected credit loss |
|||
| 92,865 594 950 858 237,590 |
|||
| 332,857 | |||
| Weighted average expected credit loss 0%~4.60% 0%~0.94% 0%~3.18% 0%~16.67% 100% |
Allowance for expected credit loss |
||
| 94,485 86 300 396 356,450 |
|||
| 451,717 |
(Continued)
19
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The movement of the allowance for notes, accounts and other receivables were as follows:
| Balance at January 1 Amounts written off Foreign exchange gains Balance at September 30 |
For the nine months ended September 30, |
For the nine months ended September 30, |
|---|---|---|
| 2022 $ 334,036 - 36 $ 334,072 |
2021 451,717 (119,275) 415 332,857 |
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. The ruling had been made due to the lack of assets for liquidation, the bankruptcy procedure was concluded. The unrecoverable allowance of $119,275 thousand had been written off. For relevant information, please refer to note 9(k).
As of September 30, 2022, December 31, September 30 and January 1, 2021, the aforesaid receivables were not pledged as collateral.
For credit risk information, please refer to note 6(aa).
- (e) Inventories
| Inventory-manufacturing Finished goods Work in progress Raw materials Fuel Merchandise inventories Subtotal Inventory-construction 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 |
September 30, 2022 $ 1,430,315 432,719 2,160,170 21,185 550,827 4,595,216 - 37,584,818 9,423 13,535 5,820,288 43,428,064 $ 48,023,280 |
December 31, 2021 1,011,642 464,297 1,956,928 19,907 474,530 3,927,304 - 37,584,818 9,423 13,535 596,503 38,204,279 42,131,583 |
September 30, 2021 1,640,551 344,775 1,902,292 17,870 379,439 4,284,927 15,340,010 419,560 9,423 13,535 475,804 16,258,332 20,543,259 |
January 1, 2021 |
|---|---|---|---|---|
| 604,363 390,589 1,527,523 14,345 277,376 |
||||
| 2,814,196 | ||||
| 9,340,010 415,441 9,423 13,535 73,354 |
||||
| 9,851,763 | ||||
| 12,665,959 |
(Continued)
20
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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 September 30, 2022, December 31, September 30 and January 1, 2021, the accumulated payments were $37,200,010 thousand, $37,200,010 thousand, $15,340,010 thousand and $9,340,010 thousand, and the unpaid amounts were $0 thousand, $0 thousand, $21,860,000 thousand and $27,860,000 thousand, respectively.
On September 8, 2022, in order to apply for the transfer of building bulk, Ding-Yue made a substitute payment to the Taipei City Government for the purchase of floor area right, which was listed as the construction in progress under inventory. On the same date, Ding-Yue signed a supplemental agreement with Core Pacific City Co., Ltd., which stated that bulk reward and corresponding bulk benefit obtained were attributed to Core Pacific Co., Ltd.; therefore, Ding-Yue will pay the incremental bulk benefit to Core Pacific City Co., Ltd. according to the calculation formula stipulated in the agreement.
For the nine months ended September 30, 2022 and 2021, the capitalized interest on construction in progress amounting to $303,700 thousand and $0 thousand, respectively.
The details of the cost of sales were as follows:
| Cost of goods sold (Reversal of) write-down of inventories Net inventory loss (profit) Unallocated fixed production overheads from idle facilities Revenue from sale of scraps Net amount |
For the three months ended September 30, 2022 2021 $ 5,641,513 8,098,694 138,479 1,938 254 (463) 549,371 195,057 (1,240) (3,535) $ 6,328,377 8,291,691 |
For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|---|
| 2022 $ 5,641,513 138,479 254 549,371 (1,240) $ 6,328,377 |
2022 20,199,278 127,049 396 1,252,248 (5,492) 21,573,479 |
2021 | |
| 21,424,110 4,804 (2,114) 643,051 (8,835) 22,061,016 |
Please refer to note 8 for details of the inventories of the Group pledged as collateral as of September 30, 2022, December 31, September 30 and January 1, 2021.
(Continued)
21
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(f) Other current assets
| Other financial assets Others |
September 30, 2022 $ 2,517,290 645,322 $ 3,162,612 |
December 31, 2021 986,902 490,076 1,476,978 |
September 30, 2021 1,992,983 618,023 2,611,006 |
January 1, 2021 |
|---|---|---|---|---|
| 2,475,214 403,000 |
||||
| 2,878,214 |
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:
| classified as follows: | ||||
|---|---|---|---|---|
| Associates | September 30, 2022 $ 6,537,596 |
December 31, 2021 2,329,486 |
September 30, 2021 2,252,583 |
January 1, 2021 |
| 2,038,003 |
(ii) Associates
The Group was elected as the chairman of BES Engineering Corporation on June 13, 2022, wherein the Group obtained significant influence over it, resulting in the investment of the Group amounting to $1,470,919 thousand to be reclassified from financial assets at fair value through other comprehensive income to investments accounted for using equity method.
(Continued)
22
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Gain on a bargain purchase due to reclassification arising from this event is $2,739,244 thousand, which is based on the report issued by the appraisal company. The following table summarizes the fair values of identifiable assets acquired and liabilities assumed at the reclassification date:
| reclassification date: | ||
|---|---|---|
| Cash and cash equivalents | $ | 249,330 |
| Financial assets-current | 666,551 | |
| Notes and accounts receivable, net | 9,886 | |
| Inventories | 21,956 | |
| Buildings and land held for sale, net | 1,481,065 | |
| Construction in progress | 1,689,436 | |
| Other current assets | 1,531,226 | |
| Financial assets-non-current | 200,230 | |
| Investments accounted for using equity method | 154,802 | |
| Property, plant and equipment, net | 582,664 | |
| Investment property, net | 394,424 | |
| Other non-current assets | 96,832 | |
| Intangible assets-unshipped orders | 50,146 | |
| Short-term loans | (330,521) | |
| Short-term bills payable | (269,609) | |
| Notes and accounts payable | (460,790) | |
| Expense payable | (58,147) | |
| Long-term liabilities-current portion | (78,619) | |
| Other current liabilities, others | (745,640) | |
| Long-term bank loans | (542,904) | |
| Deferred income tax liabilities | (292,819) | |
| Net defined benefit liability-non-current | (2,704) | |
| Other non-current liabilities, others | (127,875) | |
| Non-controlling interests | (8,757) | |
| Total identifiable net assets | $ | 4,210,163 |
| Gain on a bargain purchase due to reclassification is as follows: | ||
| Consideration transferred | $ | 1,470,919 |
| Less: Fair value of identifiable net assets | 4,210,163 | |
| Gain on a bargain purchase | $ | (2,739,244) |
(Continued)
23
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Associates which are material to the Group consisted of the followings:
| Name of associate |
Nature of relationship with the Group |
Main operating location/ Registered country of the Company |
Proportion of shareholding and voting rights |
Proportion of shareholding and voting rights |
Proportion of shareholding and voting rights |
|---|---|---|---|---|---|
| September 30, 2022 |
December 31, 2021 % 10.74 |
September 30, 2021 January 1, 2021 % 10.74 % 10.74 |
|||
| BES Engineering Corporation |
Contracting of civil andconstruction projects,investment, construction andsales of real estate, and thedevelopment of industrialzones planned by thegovernment |
Taiwan | % 10.74 |
The fair values of material associates listed on the Stock Exchange (over the counter) in accordance with stock close price are as follows:
| BES Engineering Corporation |
September 30, 2022 |
December 31, 2021 |
September 30, 2021 January 1, 2021 1,428,188 1,643,484 |
|---|---|---|---|
| $ 1,337,796 | 1,488,997 |
The following table summarizes the financial information of material associates as included in their own financial statements. The table does not reconcile the summarized financial information to the carrying amount of the Group’s interest in:
BES Engineering Corporation
| Current assets Non-current assets Current liabilities Non-current liabilities Net assets Net assets attributable to non-controlling interests Net assets attributable to shareholders of the parent |
September 30, 2022 $ 38,173,202 8,679,025 (16,747,310) (7,701,688) $ 22,403,229 $ 78,253 $ 22,324,976 |
December 31, 2021 38,754,641 9,333,522 (17,472,075) (7,687,342) 22,928,746 93,223 22,835,523 |
September 30, 2021 36,520,657 8,203,057 (16,839,043) (7,515,268) 20,369,403 97,494 20,271,909 |
January 1, 2021 |
|---|---|---|---|---|
| 33,789,293 8,319,424 (16,243,125 (5,450,050 |
||||
| 20,415,542 | ||||
| 107,718 | ||||
| 20,307,824 | ||||
(Continued)
24
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Operating revenue Profit from continuing operations Other comprehensive income Total comprehensive income Comprehensive income attributable to non- controlling interests Comprehensive income attributable to shareholders of the parent |
For the three months ended September 30, 2022 2021 $ 4,073,727 4,683,561 $ 97,456 134,281 173,331 (65,643) $ 270,787 68,638 $ (3,319) (3,857) $ 274,106 72,495 |
For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|---|
| 2022 $ 4,073,727 $ 97,456 173,331 $ 270,787 $ (3,319) $ 274,106 |
2022 10,586,347 579,831 (282,321) 297,510 (9,233) 306,743 |
2021 | |
| 12,410,670 | |||
| 284,810 57,060 |
|||
| 341,870 | |||
| (10,157 | |||
| 352,027 | |||
| Shares of net assets of associates at January 1 Transfer due to significant influence Comprehensive income attributable to the Group Shares of net assets of associates at September 30 |
For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|
| 2022 $ - 4,210,163 29,426 $ 4,239,589 |
2021 | |
| - - - |
||
| - |
(iii) The Group’ s investments accounted for using the equity method that are individually immaterial, in aggregate, were as follows:
| Carrying value of interests in immaterial associates Attribution to the Group Profit from continuing operations Other comprehensive income Total comprehensive income |
September 30, 2022 December 31, 2021 $ 2,298,007 2,329,486 For the three months ended September 30, 2022 2021 $ 32,778 110,831 10,939 (9,851) $ 43,717 100,980 |
September 30, 2021 January 1, 2021 2,252,583 2,038,003 For the nine months ended September 30, |
January 1, 2021 |
|---|---|---|---|
| 2022 $ 32,778 10,939 $ 43,717 |
2022 142,767 (2,871) 139,896 |
2021 | |
| 277,041 491 277,532 |
(Continued)
25
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(iv) Please refer to note 8 for details of the investments accounted for using equity method of the Group pledged as collateral as of September 30, 2022, December 31, September 30 and January 1, 2021.
-
(v) As of September 30, 2022, except for BES Engineering Corporation, Jean Pacific Development Co., Ltd., Zhong Gong Baoquan Ltd., Kaohsiung Monomer Company Limited and Core Pacific Overseas Holdings Ltd., investments were accounted for by using the equity method, and the share of profit or loss and other comprehensive income of those investments were calculated based on the financial statements that have not been reviewed by independent auditors.
- As of September 30, 2021, except for Jean Pacific Development Co., Ltd., Zhong Gong Baoquan Ltd., Kaohsiung Monomer Company Limited and Core Pacific Overseas Holdings Ltd., investments were accounted for by using the equity method, and the share of profit or loss and other comprehensive income of those investments were calculated based on the financial statements that have not been reviewed by independent auditors.
-
(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, 2022 after adjustments Additions Disposal Adjustment Reclassification Effect of movements in exchange rate Balance as of September 30, 2022 Balance as of January 1, 2021 after adjustments Additions Disposal Adjustment Return Effect of movements in exchange rate Balance as of September 30, 2021 Depreciation and impairment loss: Balance as of January 1, 2022 Depreciation for the period Disposal Adjustment Reclassification Effect of movements in exchange rate Balance as of September 30, 2022 Balance as of January 1, 2021 Depreciation for the period Disposal Effect of movements in exchange rate Balance as of September 30, 2021 Balance as of January 1, 2022 after adjustments Balance as of September 30, 2022 Balance as of January 1, 2021 after adjustments Balance as of September 30, 2021 after adjustments |
Land $ 5,730,777 - - 510,691 - - $ 6,241,468 $ 5,730,777 - - - - - $ 5,730,777 $ - - - - - - $ - $ - - - - $ - $ 5,730,777 $ 6,241,468 $ 5,730,777 $ 5,730,777 |
Land improvements 293,841 - - - - - 293,841 293,880 - - - - - 293,880 232,839 3,904 - - - - 236,743 227,439 4,104 - - 231,543 61,002 57,098 66,441 62,337 |
Buildings 5,023,945 - (1,093) 678,949 - 73,664 5,775,465 4,560,436 - - 12,132 - (4,748) 4,567,820 1,654,818 110,855 (889) 80 23,483 9,607 1,797,954 1,514,351 105,028 - (895) 1,618,484 3,369,127 3,977,511 3,046,085 2,949,336 |
Machinery and equipment 46,877,568 12,210 (184,899) 1,615,594 (3,108) 87,560 48,404,925 44,020,701 12,338 (78,853) 838,830 - (3,196) 44,789,820 35,349,025 736,637 (184,725) (229) 49,273 19,577 35,969,558 34,641,268 630,973 (78,414) (1,826) 35,192,001 11,528,543 12,435,367 9,379,433 9,597,819 |
Vehicles 97,104 2,487 (1,289) 369 - 1,097 99,768 86,911 5,808 (544) 210 - (76) 92,309 64,282 7,090 (1,289) - - 489 70,572 57,052 5,689 (541) (46) 62,154 32,822 29,196 29,859 30,155 |
Other facilities 329,750 4,623 (2,036) 12,142 - 2,551 347,030 278,762 5,858 (215) 28,373 - (200) 312,578 212,723 27,318 (1,960) 149 - 1,586 239,816 188,315 18,576 (215) (147) 206,529 117,027 107,214 90,447 106,049 |
Construction in progress 10,234,692 2,272,461 - (2,817,745) - 159,797 9,849,205 9,821,190 2,991,601 - (879,545) (186,000) (22,708) 11,724,538 - - - - - - - - - - - - 10,234,692 9,849,205 9,821,190 11,724,538 |
Accumulated impairment - - - - - - - - - - - - - - 5,954,247 - - - - - 5,954,247 5,038,578 - - - 5,038,578 (5,954,247) (5,954,247) (5,038,578) (5,038,578) |
Total |
|---|---|---|---|---|---|---|---|---|---|
| 68,587,677 2,291,781 (189,317) - (3,108) 324,669 |
|||||||||
| 71,011,702 | |||||||||
| 64,792,657 3,015,605 (79,612) - (186,000) (30,928) |
|||||||||
| 67,511,722 | |||||||||
| 43,467,934 885,804 (188,863) - 72,756 31,259 |
|||||||||
| 44,268,890 | |||||||||
| 41,667,003 764,370 (79,170) (2,914) |
|||||||||
| 42,349,289 | |||||||||
| 25,119,743 | |||||||||
| 26,742,812 | |||||||||
| 23,125,654 | |||||||||
| 25,162,433 | |||||||||
(Continued)
26
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(i) Collateral
Please refer to note 8 for details of the property, plant and equipment of the Group pledged as collateral as of September 30, 2022, December 31, September 30 and January 1, 2021.
- (ii) Property, plant and equipment under construction
For the nine months ended 2022 and 2021, the capitalized interests related to the property, plant and equipment under construction were $93,188 thousand and $140,243 thousand, respectively.
- (iii) 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 New Material Co., Ltd (original name: Jiangsu Weiming Petrochemical Corporation) in China in the amount of CNY2,388,000 thousand (equivalent to $11,100,000 thousand) mainly to establish a manufacturing operations for petrochemical products (including hydrorefining crude benzol, cyclohexanone, nylon 6, etc.). As of September 30, 2022, December 31, September 30 and January 1, 2021, accumulated investment remittance from Taiwan to Mainland China was CNY1,921,000 thousand, CNY1,688,000 thousand, CNY1,688,000 thousand and CNY1,618,000 thousand, respectively. The amount invested in manufacturing plant and machinery was CNY1,893,240 thousand, CNY1,688,000 thousand, CNY1,622,961 thousand and CNY1,449,023 thousand, respectively.
(i) Right-of-use assets
The Group leases assets including land, land and sea area using rights, 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, 2022 Additions Disposal Reclassification Effect of movements in exchange rate Balance as of September 30, 2022 Balance as of January 1, 2021 Additions Disposal Effect of movements in exchange rate Balance as of September 30, 2021 |
Land | Land and sea area using rights |
Buildings | Machinery and equipment |
Vehicles | Other facilities |
Total |
|---|---|---|---|---|---|---|---|
| $ 248,414 1,043 - - - $ 249,457 $ 228,407 18,965 (484) - $ 246,888 |
662,772 - - - 20,446 683,218 658,503 - - (1,986) 656,517 |
26,236 76,765 (17,004) - - 85,997 19,751 3,436 (576) - 22,611 |
110,549 3,633 - 3,108 - 117,290 111,057 30,432 (30,940) - 110,549 |
18,094 2,768 (7,880) - - 12,982 16,931 11,715 (8,948) - 19,698 |
490 - - - - 490 1,938 - - - 1,938 |
1,066,555 84,209 (24,884) 3,108 20,446 1,149,434 1,036,587 64,548 (40,948) (1,986) 1,058,201 |
(Continued)
27
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Land Land and sea area using rights Buildings Machinery and equipment Vehicles f Accumulated depreciation and impairment losses: Balance as of January 1, 2022 $ 26,019 86,682 16,467 64,448 8,172 Depreciation for the period 7,477 10,426 17,362 26,161 4,236 Disposal - - (16,827) - (5,730) Effect of movements in exchange rate - 2,789 - - - Balance as of September 30, 2022 $ 33,496 99,897 17,002 90,609 6,678 Balance as of January 1, 2021 $ 16,613 72,578 6,304 60,620 6,348 Depreciation for the period 7,256 10,187 8,077 26,069 4,725 Disposal (327) - (576) (30,940) (2,375) Effect of movements in exchange rate - (278) - - - Balance as of September 30, 2021 $ 23,542 82,487 13,805 55,749 8,698 Carrying amounts: Balance as of January 1, 2022 $ 222,395 576,090 9,769 46,101 9,922 Balance as of September 30, 2022 $ 215,961 583,321 68,995 26,681 6,304 Balance as of January 1, 2021 $ 211,794 585,925 13,447 50,437 10,583 Balance as of September 30, 2021 $ 223,346 574,030 8,806 54,800 11,000 Investment property The movement of investment property was as followed: Land Buildings Cost or deemed cost: Balance as of September 30, 2022 (equal to January 1) $ 38,853,888 13,179 Balance as of January 1, 2021 $ 37,609,032 17,795 Disposal (1,668,271) (5,264) Net gains and losses due to fair value adjustments 391,553 - Balance as of September 30, 2021 $ 36,332,314 12,531 Carrying amounts: Balance as of January 1, 2022 $ 38,853,888 13,179 Balance as of September 30, 2022 $ 38,853,888 13,179 Balance as of January 1, 2021 $ 37,609,032 17,795 Balance as of September 30, 2021 $ 36,332,314 12,531 |
Land | Land and sea area using rights |
Buildings | Machinery and equipment |
Vehicles | f | Other acilities |
Total |
|---|---|---|---|---|---|---|---|---|
(j) Investment property
(Continued)
28
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(i) The Group disposed its investment property with a disposal price of $2,380,000 thousand, resulting in a disposal gain of $706,465 thousand in 2021.
-
(ii) Evaluation by income approach
The Group’s following investment properties were subsequently measured at fair value using the income approach after initial recognition, and has been categorized as a Level 3 fair value based on the inputs to the valuation techniques used. The relevant contract information and key assumptions used in the method were as follows:
September 30, 2022
| Subject | Qianjin Dist., Kaohsiung City |
Qianzhen Dist., Kaohsiung City Others None None $450 $1,000~$1,300 None $1,129~$1,268 Leased Unused house, parking lot $0~ $0 $0~ $0 None 1.130% 4.345% 2.845% External independent appraiser External independent appraiser Colliers International Taiwan China Real Estate Appraisers Firm Shiou-Ying, Jan Dian-Ching, Hsieh September 30, 2022 September 30, 2022 $ 2,903,000 12,900 |
|---|---|---|
| Contract terms Rental at local market rate (per py per month) Current market rent for comparable properties in similar locations and condition (per py per month) Current status Income generated Capitalization rate Discount rate Appraised by external independent appraiser or self-appraisal Appraiser offices Appraiser names Appraisal date Fair value by external independent appraisers |
None $550~$700 $604~$632 Unused $0~ $0 5.335% 4.445% External independent appraiser Colliers International Taiwan Feng-Ru, Ke September 30, 2022 $ 10,890 |
(Continued)
29
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
December 31, 2021
| Subject | Qianjin Dist., Kaohsiung City |
Qianjin Dist., Kaohsiung City Others None None $450 $1,000~$1,300 None $1,129~$1,268 Leased Unused house, parking lot $0~ $0 $0~ $0 None 1.130% 4.345% 2.845% External independent appraiser External independent appraiser Colliers International Taiwan China Real Estate Appraisers Firm Shiou-Ying, Jan Dian-Ching, Hsieh December 31, 2021 December 31, 2021 2,903,000 12,900 |
|---|---|---|
| Contract terms Rental at local market rate (per py per month) Current market rent for comparable properties in similar locations and condition (per py per month) Current status Income generated Capitalization rate Discount rate Appraised by external independent appraiser or self-appraisal Appraiser offices Appraiser names Appraisal date Fair value by external independent appraisers |
None $550~$700 $604~$632 Unused $0~ $0 5.335% 4.445% External independent appraiser Colliers International Taiwan Feng-Ru, Ke December 31, 2021 $ 10,890 |
September 30, 2021
| 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% External independent appraiser External independent appraiser Colliers International Taiwan Taiwan Dawa Real Estate Appraiser & Associates Shiou-Ying, Jan Yu-Hua, Lu September 30, 2021 September 30, 2021 2,737,000 10,478 |
|---|---|---|
| Contract terms Rental at local market rate (per py per month) Current market rent for comparable properties in similar locations and condition (per py per month) Current status Income generated Capitalization rate Discount rate Appraised by external independent appraiser or self-appraisal Appraiser offices Appraiser names Appraisal date Fair value by external independent appraisers |
None $550~$700 $576~$617 Unused $0~ $0 5.555% 4.260% External independent appraiser Colliers International Taiwan Feng-Ru, Ke September 30, 2021 $ 10,780 |
(Continued)
30
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
January 1, 2021
| January 1, 2021 | ||
|---|---|---|
| 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% External independent appraiser External independent appraiser Colliers International Taiwan Taiwan Dawa Real Estate Appraiser & Associates Shiou-Ying, Jan Yu-Hua, Lu January 1, 2021 January 1, 2021 2,737,000 10,478 |
| Contract terms Rental at local market rate (per py per month) Current market rent for comparable properties in similar locations and condition (per py per month) Current status Income generated Capitalization rate Discount rate Appraised by external independent appraiser or self-appraisal Appraiser offices Appraiser names Appraisal date Fair value by external independent appraisers |
None $550~$700 $576~$617 Unused $0~ $0 5.555% 4.260% External independent appraiser Colliers International Taiwan Feng-Ru, Ke January 1, 2021 $ 10,780 |
In accordance with Article 34 of the Regulations on Real Estate Appraisal, the procedures of the income approach 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 data from the last three years from the subject property and comparable properties which have similar characteristics, and these data were assessed and adjusted based on their persistency, stability, 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.
(Continued)
31
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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 and etc. 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 September 30, 2022, December 31, September 30 and January 1, 2021, the discount rate was 2.845%~4.445%, 2.845%~4.445%, 2.030%~4.655% and 2.030%~4.655%, respectively. As of September 30, 2022, December 31, September 30 and January 1, 2021, the weighted average capitalization rate was 1.130%~5.335%, 1.130%~5.335%, 1.730%~5.555% and 1.730%~5.555%, respectively, derived as the ratio of annual net operating income of comparable properties divided by reasonable price.
(iii) 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, and has been categorized as a Level 3 fair value based on the inputs to the valuation techniques used. The relevant information is summarized as follows:
September 30, 2022
| September 30, 2022 | ||
|---|---|---|
| Subject | Annan Dist., Tainan City | Qianzhen Dist., Kaohsiung City Others 122,550,002 (Note) 2,782,072 20%~22% 12%~18% 4.150%~4.9900% 0.92%~3.03% Colliers International Taiwan Hon Bun Real Estate Appraisers Firm, Colliers International Taiwan and Baoyuan Real Estate Appraisers Firm Shiou-Ying, Jan and Jian-Hui, Gu Jian-Hui, Gu, Shiou-Ying, Jan, Ching-Tang, Li and Tzu- Kuang, Yeh September 30, 2022 September 30, 2022 29,516,000 1,381,141 |
| Estimated revenue Gross profit margin Rate of return Appraiser offices Appraiser names Appraisal date Fair value by external independent appraisers |
9,391,820 17% 1.850% CCIS Real Estate Joint Appraisers Firm Chih-Hao, Wu September 30, 2022 $ 5,043,136 |
(Continued)
32
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
December 31, 2021
| Subject | Annan Dist., Tainan City | Qianzhen Dist., Kaohsiung City Others 122,550,002 (Note) 2,782,072 20%~22% 12%~18% 4.150%~4.9900% 0.92%~3.03% Colliers International Taiwan Hon Bun Real Estate Appraisers Firm, Colliers International Taiwan and Baoyuan Real Estate Appraisers Firm Shiou-Ying, Jan and Jian-Hui, Gu Jian-Hui, Gu, Shiou-Ying, Jan, Ching-Tang, Li and Tzu- Kuang, Yeh December 31, 2021 December 31, 2021 29,516,000 1,381,141 Qianzhen Dist., Kaohsiung City Others 108,767,048 (Note) 2,654,150 18%~22% 12%~18% 3.650%~5.8547% 0.92%~3.05% Colliers International Taiwan Hon Bun Real Estate Appraisers Firm, Colliers International Taiwan and China Real Estate Appraisers Firm Shiou-Ying, Jan and Jian-Hui, Gu Jui-Ming Lin, Jian-Hui, Gu, Shiou-Ying, Jan, Dian-Ching, Hsieh and Ching-Tang, Li September 30, 2021 September 30, 2021 27,234,729 1,355,867 |
|---|---|---|
| Estimated revenue Gross profit margin Rate of return Appraiser offices Appraiser names Appraisal date Fair value by external independent appraisers September 30, 2021 Subject |
9,391,820 17% 1.850% CCIS Real Estate Joint Appraisers Firm Chih-Hao, Wu December 31, 2021 $ 5,043,136 Annan Dist., Tainan City |
|
| Estimated revenue Gross profit margin Rate of return Appraiser offices Appraiser names Appraisal date Fair value by external independent appraisers |
7,971,360 17% 1.750% CCIS Real Estate Joint Appraisers Firm Chih-Hao, Wu September 30, 2021 $ 4,995,991 |
September 30, 2021
January 1, 2021
| Subject | Annan Dist., Tainan City | Qianzhen Dist., Kaohsiung City Others 110,949,840 (Note) 2,614,812 19%~22% 12%~20% 3.650%~5.8547% 0.92%~3.05% Colliers International Taiwan Hon Bun Real Estate Appraisers Firm, Colliers International Taiwan and China Real Estate Appraisers Firm Shiou-Ying, Jan and Jian-Hui, Gu Jui-Ming Lin, Jian-Hui, Gu, Shiou-Ying, Jan, Dian-Ching, Hsieh and Ching-Tang, Li January 1, 2021 January 1, 2021 28,519,000 1,353,578 |
|---|---|---|
| Estimated revenue Gross profit margin Rate of return Appraiser offices Appraiser names Appraisal date Fair value by external independent appraisers |
7,968,120 23% 1.770% CCIS Real Estate Joint Appraisers Firm Huo-Ming, Huang January 1, 2021 $ 4,995,991 |
Note: some of the estimated revenue, as a whole, is determined based on the basic unit.
(Continued)
33
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group’ s plan for the development land includes determining the scope of land development, estimating the duration of development, surveying and analyzing costs, obtaining current market prices, conducting on-site surveys, and investigating and analyzing the degree of development in the local environment. There was no significant fluctuation revealed by the assessment of macroeconomic factors, i.e., market indexes, population, employment rate, market prices and rates, market equilibrium, and other relevant market factors; hence, these data were used for estimating the total selling price after development or construction, and this expected selling price was used to derive the price before development and construction.
Investment property included several rentals of real property to others. Each lease contract includes the original non-cancellable lease and the subsequent lease is negotiated with the lessee without collection of contingent rentals. Please refer to note 6(s) for the relevant information including rent revenue and the direct operating expenses incurred.
Please refer to note 8 for details of the investment property of the Group pledged as collateral as of September 30, 2022, December 31, September 30 and January 1, 2021.
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 Group according to the agreements. In the event of the resumption for 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
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1) The land where the TAIC Anshun plants located was originally established by Japanese company Kanegafuchi Soda “in 1938 under Japanese Colonial Rule.
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2) The Government undertake the construction after the Retrocession of Taiwan, and established a state-owned company, 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 on herbicides and wood preservative fungicides.
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3) Due to operational factors, the plant was ordered to be closed by Executive Yuan Department of Economic Affairs (MOEA) in early 1982.
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4) In April 1983, MOEA ordered China Petrochemical Development Corp., the state-owned Company, the subsidiary of Chinese Petroleum Corporation (CPC) at the time, to merge with TAIC. The Company took charge of Anshun land of TAIC.
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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 detected dioxin and mercury contamination in soil. The land was designated by the Tainan City Government (TCG) and the Environmental Protection Administration of the Executive Yuan (EPA) 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 (hereinafter referred to as the “SGPR Act” ).
(Continued)
34
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
6) TCG 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 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:
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a) The Company filed a plea of State Compensation claim to MOEA, but was refused.
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b) In January 2006, the Company filed a complaint against MOEA in the Taiwan Taipei District Court in the amount of $10,077 thousand to reimbursement for compensation.
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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 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 in the scope of the regulation.
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d) The Company has filed series of complaint on those issues according to this Constitutional Interpretation.
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7) TCG 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 SGPR Act.
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a) The Company proposed the “Tainan City, CPDC former TAIC 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 TCG 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 TCG for review, and the approval letter issued by TCG 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 TCG 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)
35
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- b) The Company had estimated the remediation expense according to the remediation plan. Please refer to note 6(r) for relevant remediation expenses and provisions.
(ii) Extension legislation:
-
1) Remediation prepay
-
a) TCG 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 TCG and EPA 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 (KHAC) sentencing the Company to pay the expense $88,430 thousand in January 2010. The Company appealed in March 2010 and Supreme Administrative Court sent the case back to KHAC for further trial. KHAC 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 KHAC for continued trial. The determined withdrawn amount $356 thousand had all been returned back to the account by TCG. KHAC 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 $1,135 thousand did not need to be undertaken by the Company.
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b) TCG 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 TCG on behalf of the Company, and TCG 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 TCG based on the law regulations. The petition was rejected in March 2011, and therefore, the administrative lawsuit was proposed according to the law. KHAC sentenced that the amount beyond $17,867 thousand was withdrawn. After the appeal, Supreme Administrative Court sentenced to return back to KHAC for further trial in September 2013. KHAC 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 TCG. The verdict from Supreme Administrative Court had been received on February 18, 2017, the fact was again returned back to KHAC for the trial. In July 2018, KHAC considered that the payment amount which is exceeding $8,121 thousand shall be revoked. Both parties are dissatisfied and file
(Continued)
36
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
an appeal. In January 2020, Supreme Administrative Court annulled the original judgment, remanding the case back to KHAC. On November 24, 2020, The court’s judgement is announced that the payment amount which exceeds $7,622 thousand shall be revoked. For the 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.
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c) TCG, 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 TCG 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. KHAC sentenced the Company to pay $154 thousand. However, TCG 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 reversed the original verdict in February 2018, and currently the case is under hearing by KHAC. 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. The Supreme Administrative Court made the judgement that the Company should only pay $538 thousand on October 28, 2021, and the judgment was final and binding. The Company received the complaint for a rehearing action from TCG on December 23, 2021, and currently the Company has submitted the answer and the case is pending in the Supreme Administrative Court.
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d) TCG, 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 (TAIC) 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 TCG 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. The court’ s judgement is announced that the payment amount which exceeds $4,845 thousand shall be revoked. 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, TCG 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 judgement is final and binding, The Court ruled that the amount exceeding $35,018 thousand was revoked, and the Company shall pay $39,863 thousand. Both parties appealed to Supreme Administrative Court base on their unprofitable part of verdict in October 2019. The Company received the judgment from the Supreme Administrative Court on January 22, 2022 as follows: except the final and binding portion of the judgment, the portion over $7,276 thousand that TCG ordered the
(Continued)
37
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Company to pay should be reversed (also known as the Company should pay $12,121 thousand in total including the final and binding portion of the judgment). This judgment was final and binding. TCG now has filed a petition for rehearing and the Company would continuously submit the answer. The case for rehearing currently is pending in the Supreme Administrative Court.
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e) TCG issued the letter No. 1080412260 in April 2019, requesting the Company to pay before June 30, 2019. TCG 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 SGPR Act. Based on the laws and regulations, the Company paid the aforementioned fees first within the time limit set by TCG and filed an administrative appeal in May of the same year. TCG dismissed the Company’ s petition on August 28, 2020. The Company initiate an action to KHAC for the administrative remedy on October 28, 2020, and KHAC announced the judgement on June 7, 2022 that the portion over $31,894 thousand should be reversed (also known as the Company should pay $27,278 thousand). The Company has filed an appeal against the defeated part within the peremptory period, and the relative dossier of this case is pending to forward to Supreme Administrative Court.
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f) TCG issued the letter No. 1090092471 on August 31, 2020, requesting the Company to pay before October 20, 2020. TCG claimed to have performed “2018 China Petroleum & Chemical Corporation Anshun Plant Remediation Site Supervision, Management and Checking Work Plan” on behalf of the Company, and requested the Company to pay $32,718 thousand in accordance with Article 14 (4) and Article 15 and Article 43 (1) of the SGPR Act. Based on the laws and regulations, the Company paid the aforementioned fees first within the time limit set by TCG, and filed an administrative appeals in September of the same year. TCG dismissed the Company’ s petition on December 25, 2020. The Company initiates an action to KHAC for the administrative remedy on February 26, 2021, and KHAC made the judgement on December 29, 2021 that the Company shall only pay $493 thousand, and the remainder shall be reversed. The Company decided not to file an appeal against the losing portion as a favor to TCG. TCG now has filed an appeal and the Company will submit the answer to the instance of appeal for the Company's interests.
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2) TCG claimed that the Company did not implement per the remediation process.
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a) TCG, 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 SGPR Act 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 KHAC 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 reversed and remended the original judgement and remand the case to
(Continued)
38
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
KHAC. On December 28, 2020, KHAC give the judgement against the Company. Considering litigation risks and costs, and to lighten the relations between the Company and TCG arising from a number of litigations, the Company had decided not to file an appeal. The final judgement was made on January 19, 2021.
- b) TCG 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 appeal was filed in May 2019 in accordance with the laws, and EPA dismissed in July of the same year. The Company filed an administrative lawsuit in September of the same year. The Tainan District Court ruled against the Company on May 21, 2021. Considering litigation risks, cost effectiveness, and the will of reconciliation, the Company decided not to file an appeal.
(iii) Others
- 1) The Company still has the objection on the adscription of pollution responsibility for Anhun land located in Tainan City Annan District and would continue to strive for the possible administrative and law remedy actively.
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 SGPR Act. Also, considering the previous TAIC was a state-owned enterprise, and the Anshun plant was controlled, supervised, and assigned operations and gained beneficially by MOEA, 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 TCG 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 TCG in November 2014. The Company filed a legal petition in December 2014 and the original disposal authorities revoked the original punishment in March 2015, hence, EPA 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. Through the rejection of the Company’ s request by KHAC, 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 $5,554,401 thousand until September 30, 2022. 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.
(Continued)
39
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Anshun dormitory designated monuments case
Original Kagakude Negai O Ka Corporation’ s dormitories of Tainan plant belonging to the Company was designated by the TCG, 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 KHAC for a new trial. And this case is still being heard in the Court.
Xincun Land of TAIC:
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. In April 2019, the court remand the case to KHAC. On September 22, 2021, KHAC judged the Company partly winning and partly lost. The company filed the appeal for the losing parts to the Supreme Court on October 15, 2021. This case is still being heard in the Court.
Shulin Land of TAIC:
1) History:
- a) No. 540, 541 and 543, Dongshan Section, Shulin District, New Taipei City and No. 489, Weiwang Section, Shulin Dist., New Taipei City, Taiwan including 4 area of lands originally belonged to Shulin plant of TAIC. TAIC established the plant in 1962 and closed the plant in 1975. MOEA in April 1983 ordered the governmentowned Company which at the time was also a subsidiary of CPC to merge with TAIC.
(Continued)
40
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
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”.
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c) The New Taipei City Government Environmental Protection Bureau issued the letter No. 1000010000 in March 2011 declaring that the Company merging with TAIC was regarded as the surviving company and shall take the responsibility for the rights and obligations of TAIC 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.
Since the change of predetermined place of CPC’ s warehouse, the relocation schedule had to be extended to November 15, 2017, resulting in the remediation work schedule to be postponed as well, which led to the postponement of the initial phase of the soil pollution control plan of a partial site of Shulin Land of former the TAIC in April 2017. The New Taipei City Government sent a letter of approval for future reference on May 18, 2017. Thereafter, CPC complied with the government policy regarding the expansion project of Kuo Kuang power Co., Ltd., in which the relocation site had been changed, with the relocation process being extended to December 31, 2021, resulting in the remediation work schedule to also be postponed. Therefore, the 2nd phase of the soil pollution control plan of a partial site of Shulin Land of the former TAIC was proposed in August 2019, and the New Taipei City Government sent a letter of approval for future reference on August 16, 2019. Subsequently, CPC had to remove and relocate its automatic storage equipment, resulting in the relocation process to be extended to December 31, 2023, and the remediation work schedule to be postponed. Due to the above matter, the 3rd phase of the soil pollution control plan of a partial site of Shulin Land of the former TAIC was proposed in November 2021, and the New Taipei City Government sent a letter of approval for future reference on November 9, 2021. The Company is now performing this project according to the soil pollution control plan.
The relevant remediation expense $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, 2022 Acquisition Effect of movement in exchange rates Balance as of September 30, 2022 |
Goodwill $ 133,912 - 18,976 $ 152,888 |
Computer software 17,796 792 846 19,434 |
Patents and trademark 118,314 1,726 846 120,886 |
Total |
|---|---|---|---|---|
| 270,022 2,518 20,668 |
||||
| 293,208 |
(Continued)
41
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Balance as of January 1, 2021 Acquisition Effect of movement in exchange rates Balance as of September 30, 2021 Accumulated amortization and Impairment Loss: Balance as of January 1, 2022 Amortization for the period Effect of movement in exchange rates Balance as of September 30, 2022 Balance as of January 1, 2021 Amortization for the period Effect of movement in exchange rates Balance as of September 30, 2021 Carrying value: Balance as of January 1, 2022 Balance as of September 30, 2022 Balance as of January 1, 2021 Balance as of September 30, 2021 |
Goodwill $ 135,871 - (1,174) $ 134,697 $ - - - $ - $ - - - $ - $ 133,912 $ 152,888 $ 135,871 $ 134,697 |
Computer software 11,546 1,917 (35) 13,428 5,897 1,855 524 8,276 3,913 1,221 (18) 5,116 11,899 11,158 7,633 8,312 |
Patents and trademark 100,361 15,275 (81) 115,555 91,817 4,367 620 96,804 84,692 5,115 (53) 89,754 26,497 24,082 15,669 25,801 |
Total |
|---|---|---|---|---|
| 247,778 17,192 (1,290) 263,680 97,714 6,222 1,144 105,080 88,605 6,336 (71) 94,870 172,308 188,128 159,173 168,810 |
As of September 30, 2022, December 31, September 30 and January 1, 2021, the aforesaid intangible assets were not pledged as collateral.
(l) Short-term loans
The short-term loans were summarized as follows:
| Letters of credit Unsecured bank loans Secured bank loans Export bills loans Total Total short-term credit lines Unused short-term credit lines Range of interest rates |
September 30, 2022 $ 270,218 1,182,006 12,976,805 - $ 14,429,029 $ 21,355,478 $ 8,088,424 1.4507%~4.5% |
December 31, 2021 377,000 1,108,018 10,893,032 359,639 12,737,689 23,581,513 8,174,224 0.669%~4.5% |
September 30, 2021 1,723,749 1,432,280 359,601 780,259 4,295,889 10,065,637 2,806,591 0.631%~4.5% |
January 1, 2021 |
|---|---|---|---|---|
| 1,175,000 1,300,000 1,140,000 - |
||||
| 3,615,000 | ||||
| 6,901,296 | ||||
| 1,430,278 | ||||
| 1.2799%~1.3857% |
(Continued)
42
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Secured bank loans from Shin Kong Commercial Bank
On October 21, 2021, Ding-Yue signed a 4-year syndicated loan agreement with 9 financial institutions, including Shin Kong Commercial Bank (the lead bank), for the development of its land, with the Company as the joint guarantor. According to the contract, $3,020,000 thousand of the total amount of credit line of $14,900,000 thousand can only be used after the construction license has been obtained and the forward sale rate has reached the terms of the loan agreement.
- (i) Syndicated loan A:
The credit line of $13,100,000 thousand consists of secured loans and non-revolving credit facility.
(ii) Syndicated loan B:
The credit line of $1,800,000 thousand consists of commercial promissory note agreements and revolving credit facility.
-
(iii) The commitments made by Ding-Yue and the joint guarantor (the Company), in accordance with the syndicated loan agreement, were as follows:
-
1) Ding-Yue should complete the issuance of ordinary shares for cash and collect the full amount upon issuance, which should be completed within 150 days after obtaining the property right of the land. Thereafter, the ordinary shares shall have a total minimum value of $28,000,000 thousand. Ding-Yue had been completed the transactions in March 2022.
-
2) Ding-Yue should obtain the construction license before August 31, 2022, and Ding-Yue also shall start the construction before February 28, 2023. In addition, the loan interest will be accrued from the next interest payment date after the date of violation to the date of obtaining the construction license or the date of starting construction if any of the above time schedules are violated, unless delay of the schedules attributed to the department of government. Ultimately, Ding-Yue has obtained the construction license on October 18, 2022, and was exempted from the interest accrued from September 1, 2022, to the date of obtaining the construction license, with the consent of Shin Kong Commercial Bank.
-
3) The transaction, wherein the Company should complete the issuance of ordinary shares for cash and collect the full amount before March 31, 2022, with the issuance of ordinary shares at a minimum value of $4,000,000 thousand, had been completed in December 2021.
-
4) If the accumulated amount received from the pre-sale in the trust account is lower than the terms of the loan agreement, the Company should make up the difference by loaning funds. The Company should execute on the abovementioned examination at three particular dates during the term of the loan agreement. As of September 30, 2022, the pre-sale has not yet begun.
Please refer to note 8 for details of the related assets pledged as collateral.
(Continued)
43
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(m) Long-term loans
The long-term loans were summarized as follows:
| Secured bank loans Finance lease loans Less: current portion Total Total long-term credit lines Unused long-term credit lines Range of interest rates |
September 30, 2022 $ 18,676,638 71,284 (3,348,490) $ 15,399,432 $ 25,190,388 $ 3,798,865 1.63%~5.5% |
December 31, 2021 15,302,394 89,710 (1,486,515) 13,905,589 25,905,067 7,935,100 1.3%~5.8725% |
September 30, 2021 18,480,049 111,148 (1,910,815) 16,680,382 19,216,991 3,891,010 1.2999%~5.5% |
January 1, 2021 9,274,260 130,223 (1,914,833) 7,489,650 17,636,400 5,601,475 1.3%~5.5% |
|---|---|---|---|---|
- (i) Conditions of loan agreement
During the period covered in the consolidated financial statements, the material conditions of the loan agreements of the Group are summarized as follows:
Secured bank loans from Mega International Commercial Bank
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 the funding requirements. The agreement had been extended on June 17, 2021, with the aggregate amount of credit line of the syndicated loan increased to $4,470,000 thousand.
-
1) Syndicated loan A: The credit line is $3,000,000 thousand consisting of medium-term secured loans and non-revolving credit facility, which was used to finance the purchase of machinery and accessory equipment.
-
2) Syndicated loan B: The credit line is $1,470,000 thousand consisting of medium-term loans and revolving credit facility, which was used to meet the funding requirements.
-
3) 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:
-
a) Current ratio (total current assets divided by total current liabilities): not lower than 100%.
-
b) Leverage ratio (total liabilities plus contingent liabilities to tangible net worth): not higher than 150%.
(Continued)
44
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
c) Times interest earned (income before tax plus depreciation expense plus amortization expense divided by interest expenses): not lower than 200%.
-
4) In the event that there is a times interest earned violation in any of the fiscal years, the borrower has to set pledge with bank deposits for the managing bank, or provide bank deposits to the reserve account appointed by the bank. 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 improves the completion 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 (1) 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.
-
5) 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 12.5% of the outstanding principal balance of the expiration date of the credit period, and the fifth period shall be settled for 50% of the outstanding principal balance of the expiration date of the credit period.
-
6) The term of payment of the category B credit is stipulated as: Every period of loan must be not over 180 days. The borrower shall fully repay on the due date as set out in each application for use.
According to the above loan agreement, the times interest earned should not be lower than 200%. As of June 30, 2022, the Company failed to reach the times interest earned, hence, improvements will be made during the period according to the agreement.
Secured bank loans from Shin Kong Commercial Bank
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 the funding requirements. The aggregate amount of credit line of the syndicated loan was $3,900,000 thousand. The syndicated loan agreement was terminated in advance on May 30, 2022, the principal, interests and related debts have been fully paid off.
(Continued)
45
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Secured bank loans from CTBC Bank
On July 13, 2020, the Company signed a medium-term loan agreement for 3 years with CTBC Bank in order to meet the funding requirements. The aggregate amount of credit line of the loan was $2,000,000 thousand.
-
1) 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.
-
a) Current ratio (total current assets divided by total current liabilities): not lower than 120%.
-
b) Leverage ratio (total liabilities plus contingent liabilities to tangible net worth): not higher than 100%.
-
c) Times interest earned (income before tax plus depreciation expense plus amortization expense divided by interest expenses): not lower than 200%.
-
d) Tangible net worth (total equity excluding intangible assets): not lower than $67,000,000 thousand.
-
2) According to the loan agreement, 15%, 15% and 70% of the principal will be paid on the 24th, 30th and 36th month, respectively, after the first active date.
According to the above loan agreement, the times interest earned should not be lower than 200%. As of June 30, 2022, the Company failed to reach the times interest earned, hence, improvements will be made during the period according to the agreement.
Secured bank loans from Taiwan Life Insurance Co., Ltd.
On April 29, 2021, the Company signed a medium-term loan agreement for 58 months with Taiwan Life Insurance Co., Ltd. in order to meet the funding requirements. The Company and Ding-Yue share a credit line of $4,100,000 thousand, while Ding-Yue has the upper limit of $1,000,000 thousand.
On October 21, 2021, Ding-Yue signed a 4-year syndicated loan agreement with 9 financial institutions, with Shin Kong Commercial Bank as the lead bank. The syndicated loan agreement included a credit line of $1,200,000 thousand from Taiwan Life Insurance Co., Ltd. On October 7, 2021, Taiwan Life Insurance Co., Ltd. issued a notice of change in its credit limit. The notice stipulated that the total amount of Ding Yue’s syndicated loan agreement and the interim guarantee credit contract mentioned in the preceding paragraph will be a maximum amount of $4,100,000 thousand. Therefore, starting from October 21, 2021, the total credit limit for the medium-term guarantee contract mentioned in the preceding paragraph was reduced to $2,900,000 thousand.
(Continued)
46
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Pledged assets of loan agreement
Please refer to note 8 for details of the related assets pledged as collateral.
(n) Bonds payable
- (i) The details of bonds payable were as follows:
| Secured non-convertible bonds Unamortized balance of discounted bonds payable Less: current portion Balance of bonds payable Maturity year |
September 30, 2022 $ 4,750,000 (32,008) (137,500) $ 4,580,492 114 |
December 31, 2021 4,750,000 (40,904) (25,000) 4,684,096 114 |
September 30, 2021 3,500,000 - - 3,500,000 114 |
January 1, 2021 |
|---|---|---|---|---|
| 3,500,000 - - |
||||
| 3,500,000 | ||||
| 114 |
(ii) The Group issued domestic secured non-convertible bonds at the amount of $3,500,000 thousand in 2020, the terms were as follows:
| Issue amount Issue date Issue period Coupon rate Interest payment date Repayment and interest payment |
The first domestic secured non-convertible bond in 2020 Bond A Bond B Bond C $ 1,500,000 1,000,000 1,000,000 2020.9.21 2020.9.21 2020.9.21 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 |
|---|---|
(Continued)
47
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(iii) The Group issued domestic secured non-convertible bonds at the amount of $1,250,000 thousand in 2021, the terms were as follows:
| Issue amount Issue date Issue period Coupon rate Interest payment date Repayment and interest payment |
Domestic secured non-convertible bond in 2021 Bond A Bond B $ 625,000 625,000 2021.10.21 2021.10.22 4 years 4 years % 2.75 % 2.75 21st of every month 22nd of every month From the 1st to the 12th month, only the interest is paid monthly. From the 13th to the 47th month, the principal and interest are repaid by $6,250 thousand on a monthly basis. The remaining principal is repaid once on maturity. |
|---|---|
Please refer to note 8 for details of the related assets pledged as collateral.
(o) Short-term bills payable
The components of short-term bills payable were as follows:
| September 30, 2022 Acceptance institution Period Amount Bills payable International Bills Finance Corporation 2021.11.03~2022.11.02 $ 797,000 Bills payable Taching Bills Finance Corporation 2021.11.03~2022.11.02 637,000 1,434,000 Less: Discount on short-term bills payable (3,244) Total $ 1,430,756 |
September 30, 2022 | September 30, 2022 |
|---|---|---|
| Acceptance institution | Period Amount 2021.11.03~2022.11.02 $ 797,000 2021.11.03~2022.11.02 637,000 1,434,000 (3,244) $ 1,430,756 |
(Continued)
48
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| December | 31, 2021 | ||||
|---|---|---|---|---|---|
| Acceptance institution | Period | Amount | |||
| Bills payable | International Bills Finance | 2021.11.03~2022.11.02 | $ | 797,000 | |
| Corporation | |||||
| Bills payable | Taching Bills Finance | 2021.11.03~2022.11.02 | 637,000 | ||
| Corporation | |||||
| 1,434,000 | |||||
| Less: Discount | on short-term bills payable | (4,045) | |||
| Total | $ | 1,429,955 |
The Group had revolving commercial promissory note agreements with bills finance companies in order to finance its operating requirement. As of September 30, 2022 and December 31, 2021, the bills payable bear interest rates ranging from 1.13%~2.12% and 0.65%~1.74%, respectively.
Please refer to note 8 for details of the related assets pledged as collateral.
- (p) Long-term bills payable
The components of long-term bills payable were as follows:
| The components of long-term bills payable were as follows: | The components of long-term bills payable were as follows: | ||
|---|---|---|---|
| September 30, 2022 | |||
| Acceptance institution | Period | Amount | |
| Bills payable International Bills Finance |
2022.08.11~2022.11.09 | $ | 350,000 |
| Corporation | |||
| Bills payable Taching Bills Finance |
2022.08.19~2022.10.18 | 400,000 | |
| Corporation | |||
| Bills payable Taching Bills Finance |
2022.09.07~2022.10.24 | 160,000 | |
| Corporation | |||
| Bills payable China Bills Finance Corporation |
2022.08.26~2022.10.05 | 390,000 | |
| Bills payable China Bills Finance Corporation |
2022.09.06~2022.10.04 | 400,000 | |
| Bills payable China Bills Finance Corporation |
2022.09.13~2022.10.03 | 300,000 | |
| Bills payable China Bills Finance Corporation |
2022.09.13~2022.10.03 | 350,000 | |
| Bills payable China Bills Finance Corporation |
2022.09.16~2022.10.05 | 940,000 | |
| Bills payable China Bills Finance Corporation |
2022.09.15~2022.10.04 | 270,000 | |
| Bills payable Mega Bills Finance Corporation |
2022.09.19~2022.11.18 | 600,000 | |
| Bills payable Mega Bills Finance Corporation |
2022.09.20~2022.10.20 | 970,000 | |
| Bills payable Mega Bills Finance Corporation |
2022.09.22~2022.10.17 | 300,000 | |
| Bills payable Mega Bills Finance Corporation |
2022.09.21~2022.10.21 | 1,000,000 | |
| 6,430,000 | |||
| Less: Discount on long-term bills payable | (3,839) | ||
| Total | $ | 6,426,161 |
(Continued)
49
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| December 31, 2021 | December 31, 2021 | ||
|---|---|---|---|
| Acceptance institution | Period | Amount | |
| Bills payable International Bills Finance |
2021.12.16~2022.02.14 | $ | 350,000 |
| Corporation | |||
| Bills payable Taching Bills Finance |
2021.12.13~2022.03.11 | 160,000 | |
| Corporation | |||
| Bills payable China Bills Finance Corporation |
2021.11.09~2022.01.07 | 400,000 | |
| Bills payable China Bills Finance Corporation |
2021.11.22~2022.01.21 | 270,000 | |
| Bills payable China Bills Finance Corporation |
2021.12.21~2022.03.17 | 660,000 | |
| Bills payable China Bills Finance Corporation |
2021.12.01~2022.03.01 | 230,000 | |
| Bills payable China Bills Finance Corporation |
2021.12.01~2022.03.01 | 160,000 | |
| Bills payable Mega Bills Finance Corporation |
2021.12.10~2022.02.17 | 600,000 | |
| Bills payable Mega Bills Finance Corporation |
2021.11.18~2022.02.16 | 870,000 | |
| Bills payable Mega Bills Finance Corporation |
2021.11.25~2022.02.23 | 500,000 | |
| Bills payable Mega Bills Finance Corporation |
2021.12.14~2022.02.24 | 630,000 | |
| Bills payable Mega Bills Finance Corporation |
2021.11.26~2022.02.23 | 230,000 | |
| Bills payable Mega Bills Finance Corporation |
2021.12.16~2022.03.16 | 200,000 | |
| 5,260,000 | |||
| Less: Discount on long-term bills payable | (5,482) | ||
| Total | $ | 5,254,518 |
(Continued)
50
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| September 30, 2021 | September 30, 2021 | |||
|---|---|---|---|---|
| Acceptance institution | Period | Amount | ||
| Bills payable | Taiwan Finance Corporation | 2021.09.28~2021.10.08 | $ | 60,300 |
| Bills payable | Taching Bills Finance | 2021.09.28~2021.10.08 | 69,200 | |
| Corporation | ||||
| Bills payable | Taiwan Cooperative Bills | 2021.09.28~2021.10.08 | 148,700 | |
| Finance Corporation | ||||
| Bills payable | International Bills Finance | 2021.08.18~2021.11.16 | 200,000 | |
| Corporation | ||||
| Bills payable | Taching Bills Finance | 2021.09.22~2021.10.22 | 400,000 | |
| Corporation | ||||
| Bills payable | China Bills Finance Corporation | 2021.08.02~2021.10.29 | 100,000 | |
| Bills payable | China Bills Finance Corporation | 2021.08.06~2021.10.29 | 60,000 | |
| Bills payable | China Bills Finance Corporation | 2021.09.10~2021.11.09 | 400,000 | |
| Bills payable | China Bills Finance Corporation | 2021.09.10~2021.10.14 | 450,000 | |
| Bills payable | China Bills Finance Corporation | 2021.09.17~2021.11.17 | 660,000 | |
| Bills payable | China Bills Finance Corporation | 2021.09.24~2021.11.23 | 830,000 | |
| Bills payable | Mega Bills Finance Corporation | 2021.08.13~2021.11.11 | 370,000 | |
| Bills payable | Mega Bills Finance Corporation | 2021.08.13~2021.11.11 | 450,000 | |
| Bills payable | Mega Bills Finance Corporation | 2021.09.11~2021.12.10 | 200,000 | |
| Bills payable | Mega Bills Finance Corporation | 2021.09.23~2021.11.18 | 870,000 | |
| Bills payable | Mega Bills Finance Corporation | 2021.08.02~2021.10.29 | 130,000 | |
| Bills payable | Mega Bills Finance Corporation | 2021.08.02~2021.10.29 | 100,000 | |
| Bills payable | Mega Bills Finance Corporation | 2021.09.17~2021.12.16 | 200,000 | |
| Bills payable | Mega Bills Finance Corporation | 2021.09.27~2021.11.25 | 1,150,000 | |
| 6,848,200 | ||||
| Less: Discount | on long-term bills payable | (5,985) | ||
| Total | $ | 6,842,215 |
(Continued)
51
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| January 1, 2021 | January 1, 2021 | ||
|---|---|---|---|
| Acceptance institution | Period | Amount | |
| Bills payable International Bills Finance |
2020.12.07~2021.02.22 | $ | 200,000 |
| Corporation | |||
| Bills payable International Bills Finance |
2020.12.31~2021.01.05 | 150,000 | |
| Corporation | |||
| Bills payable Taching Bills Finance |
2020.11.12~2021.01.07 | 300,000 | |
| Corporation | |||
| Bills payable Taching Bills Finance |
2020.10.12~2021.01.07 | 100,000 | |
| Corporation | |||
| Bills payable China Bills Finance Corporation |
2020.11.09~2021.01.27 | 800,000 | |
| Bills payable China Bills Finance Corporation |
2020.12.22~2021.03.22 | 500,000 | |
| Bills payable China Bills Finance Corporation |
2020.10.12~2021.01.08 | 500,000 | |
| Bills payable China Bills Finance Corporation |
2020.12.11~2021.03.11 | 720,000 | |
| Bills payable China Bills Finance Corporation |
2020.11.10~2021.01.27 | 30,000 | |
| Bills payable Mega Bills Finance Corporation |
2020.10.30~2021.01.26 | 550,000 | |
| Bills payable Mega Bills Finance Corporation |
2020.12.25~2021.02.25 | 670,000 | |
| Bills payable Mega Bills Finance Corporation |
2020.11.17~2021.01.18 | 200,000 | |
| Bills payable Mega Bills Finance Corporation |
2020.11.06~2021.01.18 | 80,000 | |
| Bills payable Mega Bills Finance Corporation |
2020.11.20~2021.01.18 | 140,000 | |
| Bills payable Mega Bills Finance Corporation |
2020.11.25~2021.01.18 | 270,000 | |
| Bills payable Mega Bills Finance Corporation |
2020.11.30~2021.01.26 | 85,000 | |
| Bills payable Mega Bills Finance Corporation |
2020.11.30~2021.01.26 | 15,000 | |
| Bills payable Mega Bills Finance Corporation |
2020.12.04~2021.01.26 | 150,000 | |
| Bills payable Mega Bills Finance Corporation |
2020.12.07~2021.02.25 | 200,000 | |
| 5,660,000 | |||
| Less: Discount on long-term bills payable | (3,888) | ||
| Total | $ | 5,656,112 |
The Group had revolving commercial promissory note agreements with bills finance companies in order to finance its operating requirement. As of September 30, 2022, December 31, September 30 and January 1, 2021, the bills payable bear interest rates ranging from 0.66%~1.46%, 0.30%~0.97%, 0.24%~1.6020% and 0.28%~1.2620%, respectively.
Please refer to note 8 for details of the related assets pledged as collateral.
(Continued)
52
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(q) Lease liabilities
The lease liabilities of the Group were as follows:
| Current Non-current |
September 30, 2022 $ 65,860 $ 258,199 |
December 31, 2021 56,324 240,124 |
September 30, 2021 55,082 250,767 |
January 1, 2021 |
|---|---|---|---|---|
| 43,251 | ||||
| 249,741 |
For the maturity analysis, please refer to note 6(aa).
The amounts recognized in profit or loss were as follows:
Interest on lease liabilities $ Expenses relating to short-term leases $ |
For the three months ended September 30, 2022 2021 1,235 1,401 12,044 10,278 |
For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|---|
| 2022 1,235 12,044 |
2022 3,779 36,261 |
2021 | |
| 4,263 | |||
| 37,413 | |||
The amounts recognized in the statement of cash flows for the Group was as follows:
| Total cash outflow for leases (r) Provisions Balance as of January 1, 2022 Provisions made during the year Provisions used during the year Provisions reversed during the year Effect of movements in exchange rate Balance as of September 30, 2022 Current Non-current Balance as of January 1, 2021 Provisions made during the year Provisions used during the year Effect of movements in exchange rate Balance as of September 30, 2021 |
Decommissioning $ 1,265,399 - - - 1,559 $ 1,266,958 $ - 1,266,958 $ 1,266,958 $ 1,264,564 - - (150) $ 1,264,414 |
For the nine months ended September 30, 2022 2021 $ 94,295 86,603 Remediation project Employee benefits Total 2,097,478 316,389 3,679,266 - 12,226 12,226 (487,488) (19,730) (507,218) - (347) (347) - - 1,559 1,609,990 308,538 3,185,486 792,395 5,295 797,690 817,595 303,243 2,387,796 1,609,990 308,538 3,185,486 514,613 275,925 2,055,102 - 12,114 12,114 (50,384) (53,919) (104,303) - - (150) 464,229 234,120 1,962,763 |
|---|---|---|
(Continued)
53
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Current Non-current |
Decommissioning $ - 1,264,414 $ 1,264,414 |
Remediation project 226,266 237,963 464,229 |
Employee benefits 5,641 228,479 234,120 |
Total |
|---|---|---|---|---|
| 231,907 1,730,856 |
||||
| 1,962,763 |
-
(i) To comply with the Order of TCG, 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. The Company has submitted the second phase of its amended remediation plan to TCG for approval. On December 24, 2014, TCG 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 TCG 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. In order to accelerate the remediation work and enhance the processing capacity, the Company set up a budget plan in accordance with the above-mentioned relevant remediation plan.
-
(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 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, resulting in the remediation work schedule to be postponed as well, which led to the postponement of the initial phase of the soil pollution control plan of a partial site of Shulin Land of former the TAIC in April 2017. The New Taipei City Government sent a letter of approval for future reference on May 18, 2017. Thereafter, CPC complied with the government policy regarding the expansion project of Kuo Kuang power Co., Ltd., in which the relocation site had been changed, with the relocation process being extended to December 31, 2021, resulting in the remediation work schedule to also be postponed. Therefore, the 2nd phase of the soil pollution control plan of a partial site of Shulin Land of the former TAIC was proposed in August 2019, and the New Taipei City Government sent a letter of approval for future reference on August 16, 2019. Subsequently, CPC had to remove and relocate its
(Continued)
54
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
automatic storage equipment, resulting in the relocation process to be extended to December 31, 2023, and the remediation work schedule to be postponed. Due to the above matter, the 3rd phase of the soil pollution control plan of a partial site of Shulin Land of the former TAIC was proposed in November 2021, and the New Taipei City Government sent a letter of approval for future reference on November 9, 2021. The Company is now performing this project according 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.
(s) Operating lease
There were no significant changes in operating lease for the nine months ended September 30, 2022 and 2021. Please refer to note 6(s) of the consolidated financial statements for the year ended December 31, 2021 for other related information.
(t) Employee benefits
(i) Defined benefit plans
Management believes that there was no material volatility of the market, no material reimbursement and settlement or other material one-time events since prior fiscal year. As a result, the pension cost in the accompanying interim period was measured and disclosed according to the actuarial report as of December 31, 2021 and 2020.
The expenses recognized in profit or loss for the Group were as follows:
| Operating cost Selling expenses Administration expenses Research and development expenses Total |
For the three months ended September 30, 2022 2021 $ 2,470 2,307 55 46 248 374 48 55 $ 2,821 2,782 |
For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|---|
| 2022 $ 2,470 55 248 48 $ 2,821 |
2022 7,414 161 762 138 8,475 |
2021 | |
| 6,812 137 1,198 155 8,302 |
(Continued)
55
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Defined contribution plans
The Group’s expenses under the pension plan cost to the Bureau of Labor Insurance for the three months ended September 30, 2022 and 2021 and the nine months ended September 30, 2022 and 2021 were as follows:
| Operating cost Selling expenses Administration expenses Research and development expenses Total |
For the three months ended September 30, 2022 2021 $ 8,875 8,001 363 354 2,263 2,116 829 1,046 $ 12,330 11,517 |
For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|---|
| 2022 $ 8,875 363 2,263 829 $ 12,330 |
2022 27,105 1,101 7,101 2,989 38,296 |
2021 | |
| 23,766 1,034 6,365 3,233 34,398 |
(iii) The pension recognized consists of pension expenses and pensions for professional management. The pension expenses for professional management amounted to $1,669 thousand, $1,323 thousand, $4,921 thousand and $4,241 thousand for the three months ended September 30, 2022 and 2021 and the nine months ended September 30, 2022 and 2021.
(iv) Short-term compensated absences liabilities
As of September 30, 2022, December 31, September 30 and January 1, 2021, the Group’ s short-term compensated absences liabilities amounted to $5,295 thousand, $5,641 thousand, $5,641 thousand and $5,641 thousand, respectively.
(u) Income Tax
The components of income tax expense were as follows:
| Current tax expense (benefit) Current period Adjustment for prior periods Deferred tax expense (benefit) Origination and reversal of temporary differences Income tax expense (benefit) |
For the three months ended September 30, 2022 2021 $ 5,085 19,652 141 - 5,226 19,652 - (40,215) - (40,215) $ 5,226 (20,563) |
For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|---|
| 2022 $ 5,085 141 5,226 - - $ 5,226 |
2022 23,375 (14,507) 8,868 - - 8,868 |
2021 | |
| 45,471 (1,814) 43,657 178,186 178,186 221,843 |
The Company’ s income tax return for the years through 2019 were assessed by the National Taxation Bureau of Kaohsiung.
(Continued)
56
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(v) Capital and other equity
(i) The issuance of common stock
As of September 30, 2022, December 31, September 30 and January 1, 2021, the authorized, issued and outstanding capital of the Company amounted to $37,848,502 thousand, $37,848,502 thousand, $32,848,502 thousand and $32,848,502 thousand, respectively, divided into 3,784,850 thousand shares, 3,784,850 thousand shares, 3,284,850 thousand shares and 3,284,850 thousand shares, respectively, with par value of $10 per share.
Reconciliation of shares outstanding for the nine months ended September 30, 2022 and 2021 was as follows:
(In thousands of shares)
| Balance, September 30 (equal to January 1) | Common Stock | Common Stock |
|---|---|---|
| For the nine months ended September 30, |
||
| 2022 3,784,850 |
2021 | |
| 3,284,850 |
A resolution was made during the general meeting of the shareholders held on July 2, 2021 for the issuance of common stock for cash, with a maximum limit of 600,000 thousand shares. Thereafter, the Company issued 500,000 thousand shares, with par value of $10 per share, amounting to $5,000,000 thousand based on a resolution approved during the Board of Director’s meeting held on September 29, 2021. The above capital increase had been approved by the Securities and Futures Bureau of Financial Supervisory Commission on November 5, 2021, with issue price $11.75 per share, with the base date set on December 21, 2021. The relevant legal registration procedures had been completed.
(ii) Capital Surplus
The balances of capital surplus were as follows:
| Premium of common stock Difference arising from subsidiary's share price and its carrying value Recognize changes in ownership interests in subsidiaries Other Total |
September 30, 2022 $ 1,408,088 26,314 127,115 18,141 $ 1,579,658 |
December 31, 2021 1,408,088 26,314 1,758 18,141 1,454,301 |
September 30, 2021 538,726 26,314 1,812 18,141 584,993 |
January 1, 2021 |
|---|---|---|---|---|
| 538,726 26,314 634 18,141 |
||||
| 583,815 |
(Continued)
57
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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
As specified in Company’ s Articles of Incorporation, if the Company has earnings, after payment of taxation, it shall offset the losses in previous years, and set aside a legal reserve and special reserve in accordance with relevant laws and regulations or requested by the authorities in charge. With respect to any balance herein together with the undistributed cumulative profits from previous years and from the current year, the Board of Directors shall prepare an earnings distribution proposal and submit to the shareholders’ meeting for approval according to the following dividend policy. The Company is in a highly capital-intensive industry, subject to volatility and high levels of competition, where the Company is subject to the influence of the global economy and changes in industrial performance. The Company should take into account the Company's business operations, capital needs and status of the competitive environment, interests of shareholders and the Company's own financial planning in the allotment of its profits. Under such circumstances, the Company may set aside profits into a special reserve either in whole or in part to assure financial stability and sustainability. The Company may allot dividends in cash or stock. In the case that the allotment is made by way of stock dividend, 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.
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. The carrying amount of such special reserve both amounted to $4,194,973 thousand as of September 30, 2022, December 31, September 30 and January 1, 2021.
(Continued)
58
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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 Rule issued by the Financial Supervisory Commission, 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 Company disposed of the relevant assets on August 18, 2021, and the amount reversed in proportion to the original special reserve was $90,638 thousand. The carrying amount of such special reserve amounted to $4,144,438 thousand, $4,144,438 thousand, $4,235,076 thousand and $4,235,076 thousand as of September 30, 2022, December 31, September 30 and January 1, 2021, respectively.
The Company changed the subsequent measurement of investment properties from cost model to fair value model. In accordance with Rule issued by the Financial Supervisory Commission, on the first-time adoption of fair value model for the subsequent measurement of investment properties, the Company set aside an equal amount of special reserve when the fair value increment of investment properties is transferred to retained earnings. The Company appropriated to the special reserve an amount of $21,224,233 thousand as of December 31, 2013. The Company disposed of the relevant assets on August 18, 2021, and the amount reversed in proportion to the original special reserve was $964,044 thousand. The carrying amount of such special reserve amounted to $20,260,189 thousand, $20,260,189 thousand, $21,224,233 thousand and $21,224,233 thousand as of September 30, 2022, December 31, September 30 and January 1, 2021, respectively.
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. The Company disposed of the relevant assets on August 18, 2021, and the amount reversed in proportion to the original special reserve was $366,904 thousand. As of September 30, 2022, December 31, September 30 and January 1, 2021, the Company appropriated to the special reserve amounting to $9,466,598 thousand, $6,790,476 thousand, $7,157,380 thousand and $5,947,347 thousand, respectively.
(Continued)
59
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
b) 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) 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
Earnings distribution for 2021 and 2020 was decided by the resolution adopted, at the general meeting of shareholders held on May 27, 2022 and July 2, 2021, respectively. The relevant dividend distributions to shareholders were as follows:
| Dividends distributed to ordinary shareholders: Cash |
2021 Allotment rate (NT dollars) Amount $ 0.40 $ 1,513,940 |
2020 | 2020 |
|---|---|---|---|
| Allotment rate (NT dollars) |
Allotment rate (NT dollars) - |
Amount | |
| $ 0.40 | - |
(Continued)
60
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(iv) Other equity accounts
| Balance, January 1, 2022 Retrospective adjustments Exchange differences on foreign operations Exchange difference on associates accounted for using equity method Unrealized gains (losses) 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 (losses) from financial assets measured at fair value through other comprehensive income, associates accounted for using equity method Balance, September 30, 2022 Balance, January 1, 2021 Retrospective adjustments Exchange differences on foreign operations Exchange difference on associates accounted for using equity method Unrealized gains (losses) 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 (losses) from financial assets measured at fair value through other comprehensive income, associates accounted for using equity method Balance, September 30, 2021 |
Exchange differences on translation of foreign financial statements $ (948,859) (1,455) 735,729 1,527 - - - $ (213,058) $ (966,202) (431) (27,192) (3,923) - - - $ (997,748) |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income (576,946) - - - (260,751) 393,023 8,861 (435,813) (854,259) - - - 29,912 (1,384) 85 (825,646) |
|---|---|---|
(Continued)
61
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(w) Earnings per share
The Group’s earnings per share were calculated as follows:
| Basic earnings per share (NT dollars) Profit attributable to ordinary shareholders of the Company Weighted average number of ordinary shares (thousand shares) Basic earnings per share Diluted earnings per share (NT dollars) Profit attributable to ordinary shareholders of the Company (diluted) Weighted average number of ordinary shares (thousand shares) Effect of dilutive potential ordinary shares of employee stock bonus (thousand shares) Weighted average number of ordinary shares (diluted) (thousand shares) Diluted earnings per share |
For the three months ended September 30, 2022 2021 $ 1,629,896 1,174,018 3,784,850 3,284,850 $ 0.43 0.36 $ 1,629,896 1,174,018 3,784,850 3,284,850 1,608 8,723 3,786,458 3,293,573 $ 0.43 0.36 |
For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|---|
| 2022 $ 1,629,896 3,784,850 $ 0.43 $ 1,629,896 3,784,850 1,608 3,786,458 $ 0.43 |
2022 843,337 3,784,850 0.22 843,337 3,784,850 7,688 3,792,538 0.22 |
2021 | |
| 3,288,801 3,284,850 1.00 3,288,801 3,284,850 8,837 3,293,687 1.00 |
(x) Revenue from contracts with customers
(i) Disaggregation of revenue
The Group primarily engages in the production of 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 note 14(b) and (c) of the consolidated financial statements.
(Continued)
62
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Contract balances
| Notes receivable Accounts receivable (including related parties) Less: allowance for doubtful account Contract liabilities |
September 30, 2022 $ 290,752 2,483,246 (334,072) $ 2,439,926 $ 55,892 |
December 31, 2021 628,485 3,574,627 (334,036) 3,869,076 20,612 |
September 30, 2021 1,103,201 3,512,409 (332,857) 4,282,753 91,722 |
January 1, 2021 375,689 1,906,374 (446,393) 1,835,670 1,676 |
|---|---|---|---|---|
Please refer to note 6(d) for disclosure of accounts receivable and allowance for doubtful accounts.
The amounts of revenue recognized for the nine months ended September 30, 2022 and 2021 that were included in the contract liability balance at the beginning of the periods were $20,612 thousand and $954 thousand, respectively.
(y) Remunerations to employees and directors
In accordance with the Articles of incorporation, the Company should contribute 3% of the profit as employee compensation and less than 2% as directors' 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 three months ended September 30, 2022 and 2021 and the nine months ended September 30, 2022 and 2021, the remuneration to employees amounted to $15,294 thousand, $36,415 thousand, $15,294 thousand and $112,500 thousand, respectively, and the remuneration to directors amounted to $10,196 thousand, $24,276 thousand, $10,196 thousand and $75,000 thousand, respectively. These amounts were calculated using the Company’ s net income before tax without the remunerations to employees and directors for each period, multiplied by the proposed percentage which is stated under the Company's proposed Article of Incorporation. These remunerations were expensed under operating costs or expenses for each period. Shares distributed to employees as employee’ remuneration are calculated based on the closing price of the Company’s shares on the day before the approval by the Board of Directors.
For the years ended December 31, 2021 and 2020, the remunerations to employees amounted to $124,488 thousand and $2,670 thousand, respectively. As of September 30, 2022, the actual distribution of employee remuneration were $78,561 thousand and $0 thousand, respectively.
For the years ended December 31, 2021 and 2020, the remunerations to directors amounted to $82,992 thousand and $1,780 thousand, respectively, which were identical to those of the actual distributions for 2021 and 2020. The information is available on the Market Observation Post System website.
(Continued)
63
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (z) 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 three months ended September 30, 2022 2021 $ 57,378 44,830 1,947 194 $ 59,325 45,024 |
For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|---|
| 2022 $ 57,378 1,947 $ 59,325 |
2022 153,376 2,116 155,492 |
2021 | |
| 140,147 373 |
|||
| 140,520 |
- (ii) Other income
The details of other income were as follows:
| Rent income Dividend income Other income, others Total |
For the three months ended September 30, | For the three months ended September 30, | For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|---|---|
| 2022 $ 9,503 89,805 20,500 $ 119,808 |
2021 4,771 63,948 23,779 92,498 |
2022 20,341 89,833 106,760 216,934 |
2021 | |
| 14,355 66,029 97,702 |
||||
| 178,086 |
- (iii) Other gains and losses
The details of other gains and losses were as follows:
| Losses on disposals of property, plant, and equipment Gains on disposals of investment property Gains on lease modification Foreign exchange gains (losses) Gains (losses) on financial assets at fair value through profit or loss Fee expense Losses on work stoppages Other gains and losses Other gains and losses, net |
For the three months ended September 30, 2022 2021 $ (365) (25) - 711,729 2 7 149,194 9,692 14,055 (72,963) (29,763) (28,601) 11,079 (62,897) (5,262) (4,322) $ 138,940 552,620 |
For the nine months ended September 30, 2022 2021 (427) (117) - 706,465 16 34 323,071 (5,719) 11,532 165,791 (129,463) (132,597) (10,089) (166,673) (16,658) (10,517) 177,982 556,667 |
|---|---|---|
| 2022 $ (365) - 2 149,194 14,055 (29,763) 11,079 (5,262) $ 138,940 |
2022 (427) - 16 323,071 11,532 (129,463) (10,089) (16,658) 177,982 |
(Continued)
64
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(iv) Finance costs
The details of finance costs were as follows:
| Interest expense Finance costs, net |
For the three months ended September 30, 2022 2021 $ (121,776) (78,755) $ (121,776) (78,755) |
For the nine months ended September 30, 2022 2021 (308,486) (196,027) (308,486) (196,027) |
|---|---|---|
| 2022 $ (121,776) $ (121,776) |
2022 (308,486) (308,486) |
- (aa) Financial Instruments
Except for the contention mentioned below, there was no significant change in the fair value of the Group’s financial instruments and degree of exposure to credit risk, liquidity risk and market risk arising from financial instruments. For related information, please refer to note 6(aa) of the consolidated financial statements for the year ended December 31, 2021.
(i) Credit risk
- 1) The concentration of credit risk
Under the Group’s credit policy, customers are requested to provide the Group certain financial information like audited financial report, or other related documents for purposes of evaluating their credit worthiness. Credits are granted to these customers according to the result of the Group’s credit evaluation. Those customers who do not satisfy the requirement shall not be offered credit.
As of September 30, 2022, December 31, September 30, 2021, 83%, 81%, and 80% of the total amount of accounts receivable was composed of 33, 28 and 29 customers, respectively. The sales of the Group were not significantly concentrated in a small number of customers.
As of January 1, 2021, 82% of the total amount of accounts receivable was composed of 12 customers. The sales of the Group were significantly concentrated in a small number of customers.
- 2) Receivables
For credit risk exposure of notes and accounts receivables, please refer to note 6(d).
Other financial assets at amortized cost includes time deposits and guarantee deposit 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. As of September 30, 2022, December 31, September 30, and January 1, 2021, the loss allowance provision both amounted to $0 thousand.
(Continued)
65
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Liquidity risk
The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
| September 30, 2022 Non-derivative financial liabilities Accounts payable Other payables Other current liabilities- other Other non-current liabilities -other Lease liabilities Floating-rate loans (note) Fixed-rate loans (note) Short-term bills payable Long-term bills payable Bonds payable December 31, 2021 Non-derivative financial liabilities Accounts payable Other payables Other current liabilities- other Other non-current liabilities -other Lease liabilities Floating-rate loans (note) Fixed-rate loans (note) Short-term bills payable Long-term bills payable Bonds payable |
Carrying amount $ 1,257,013 988,779 12,092 156,503 324,059 20,505,693 12,671,258 1,430,756 6,426,161 4,717,992 $ 48,490,306 $ 1,770,358 1,409,576 10,910 135,955 296,448 12,947,336 15,182,457 1,429,955 5,254,518 4,709,096 $ 43,146,609 |
Contractual cash flows 1,257,013 988,779 12,092 156,503 370,951 22,002,789 13,083,664 1,434,000 6,430,000 4,904,567 50,640,358 1,770,358 1,409,576 10,910 135,955 344,268 13,966,884 16,299,540 1,434,000 5,260,000 4,953,386 45,584,877 |
Within 6 months 1,213,934 987,118 12,092 126,440 40,114 576,579 7,118,661 1,434,000 - 79,267 11,588,205 1,770,358 1,403,316 10,910 80,506 33,318 29,315 4,728,742 1,434,000 - 17,140 9,507,605 |
6-12 months 13,168 58 - 4,767 30,171 1,662,624 2,464,180 - - 112,814 4,287,782 - 6,260 - 8,905 26,607 332,606 587,215 - - 64,606 1,026,199 |
1-2 years 27,497 1,603 - 1,806 41,290 902,136 1,812,434 - 6,430,000 201,177 9,417,943 - - - 18,752 28,405 1,786,019 1,136,587 - 5,260,000 204,195 8,433,958 |
2-5 years 2,414 - - 21,990 50,862 18,861,450 1,054,022 - - 4,511,309 24,502,047 - - - 26,292 38,140 11,818,944 8,992,808 - - 4,667,445 25,543,629 |
More than 5 years |
|---|---|---|---|---|---|---|---|
| - - - 1,500 208,514 - 634,367 - - - |
|||||||
| 844,381 | |||||||
| - - - 1,500 217,798 - 854,187 - - - |
|||||||
| 1,073,485 |
(Continued)
66
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| September 30, 2021 Non-derivative financial liabilities Accounts payable 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 Bonds payable January 1, 2021 Non-derivative financial liabilities Accounts payable 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 Bonds payable |
Carrying amount $ 2,224,586 860,240 10,575 139,814 305,849 2,514,720 20,372,366 6,842,215 3,500,000 $ 36,770,365 $ 1,394,928 818,647 8,384 123,324 292,992 3,078,217 9,941,266 5,656,112 3,500,000 $ 24,813,870 |
Contractual cash flows 2,224,586 860,240 10,575 139,814 355,948 2,605,498 21,528,389 6,848,200 3,589,600 38,162,850 1,394,928 818,647 8,384 123,324 344,560 3,170,316 10,374,902 5,660,000 3,612,000 25,507,061 |
Within 6 months 2,219,992 859,626 10,575 75,520 31,010 29,043 9,301,851 6,848,200 - 19,375,817 1,394,928 818,647 8,384 110,763 24,828 1,495,088 6,631,637 - - 10,484,275 |
6-12 months - 614 - 6,658 27,884 29,680 815,015 - 22,400 902,251 - - - 8,668 23,269 29,768 363,886 - 22,400 447,991 |
1-2 years 4,594 - - 25,877 38,670 2,111,079 1,133,140 - 22,400 3,335,760 - - - 2,146 37,065 61,457 1,110,184 5,660,000 22,400 6,893,252 |
2-5 years - - - 229 38,862 435,696 9,375,592 - 3,544,800 13,395,179 - - - 247 48,375 1,584,003 2,174,633 - 3,567,200 7,374,458 |
More than 5 years |
|---|---|---|---|---|---|---|---|
| - - - 31,530 219,522 - 902,791 - - |
|||||||
| 1,153,843 | |||||||
| - - - 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.
(Continued)
67
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(iii) Currency risk
1) Currency risk exposure
The Group’s significant exposure to foreign currency risk was as follows:
| Financial assets Monetary items USD EUR VND MMK CNY Non-Monetary items HKD Financial liabilities Monetary items USD MMK |
September 30, 2022 Foreign Currency Exchange rate NTD $ 56,184 31.765 1,784,676 633 31.170 19,721 - - - 6,237 0.0151 94 537,106 4.477 2,404,625 249,411 4.0479 1,010,040 $ 15,792 31.765 501,646 6,766 0.0151 102 |
September 30, 2022 Foreign Currency Exchange rate NTD $ 56,184 31.765 1,784,676 633 31.170 19,721 - - - 6,237 0.0151 94 537,106 4.477 2,404,625 249,411 4.0479 1,010,040 $ 15,792 31.765 501,646 6,766 0.0151 102 |
December 31, 2021 Foreign Currency Exchange rate NTD 66,935 27.677 1,852,567 - - - - - - 6,935 0.0160 108 459,208 4.343 1,994,339 255,216 3.5522 906,578 10,452 27.677 289,287 - - - |
December 31, 2021 Foreign Currency Exchange rate NTD 66,935 27.677 1,852,567 - - - - - - 6,935 0.0160 108 459,208 4.343 1,994,339 255,216 3.5522 906,578 10,452 27.677 289,287 - - - |
September 30, 2021 Foreign Currency Exchange rate NTD 49,570 27.846 1,380,325 - - - - - - 6,953 0.0144 100 454,917 4.302 1,957,052 246,042 3.5785 880,460 39,834 27.846 1,109,214 - - - |
September 30, 2021 Foreign Currency Exchange rate NTD 49,570 27.846 1,380,325 - - - - - - 6,953 0.0144 100 454,917 4.302 1,957,052 246,042 3.5785 880,460 39,834 27.846 1,109,214 - - - |
January 1, 2021 | January 1, 2021 |
|---|---|---|---|---|---|---|---|---|
| Foreign Currency $ 56,184 633 - 6,237 537,106 249,411 $ 15,792 6,766 |
Exchange rate 31.765 31.170 - 0.0151 4.477 4.0479 31.765 0.0151 |
Foreign Currency 66,935 - - 6,935 459,208 255,216 10,452 - |
Exchange rate 27.677 - - 0.0160 4.343 3.5522 27.677 - |
Foreign Currency 49,570 - - 6,953 454,917 246,042 39,834 - |
Exchange rate 27.846 - - 0.0144 4.302 3.5785 27.846 - |
Foreign Currency 31,069 - 8,823,747 7,464 559,115 247,578 - - |
Exchange rate NTD 28.099 873,000 - - 0.0012 10,748 0.0211 158 4.315 2,412,580 3.6277 898,139 - - - - |
|
(Continued)
68
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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 strengthening of 1% of the USD, EUR, VND, MMK, and CNY against the NTD as at September 30, 2022 and 2021 would have increased the net profit after tax by $29,659 thousand and $17,826 thousand for the nine months ended September 30, 2022 and 2021, respectively; other comprehensive income would have increased $10,100 thousand and $8,805 thousand for the nine months ended September 30, 2022 and 2021, respectively. The analysis is performed on the same basis for both periods.
3) Foreign exchange gains (losses) on monetary items
Due to the Group's diversity of functional currency, the information on foreign exchange gains or losses on monetary items is disclosed by total amount. For the three months ended September 30, 2022 and 2021 and the nine months ended September 30, 2022 and 2021, foreign exchange gains (losses) (including realized and unrealized portions) amounted to $149,194 thousand, $9,692 thousand, $323,071 thousand and $(5,719) thousand respectively.
(iv) 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 $205,057 thousand and $25,147 thousand for the nine months ended September 30, 2022 and 2021, respectively, assuming all other variable factors remain constant. This is due mainly to the fact that the Group’s borrowings bear floating interest rate.
(v) 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 nine months ended September 30, | For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|---|
| 2022 After-tax other comprehensive income Net income $ 13,131 3,616 $ (13,131) (3,616) |
2021 | ||
| After-tax other comprehensive income $ 13,131 $ (13,131) |
After-tax other comprehensive income 28,372 (28,372) |
Net income | |
| Increasing 1% Decreasing 1% |
114,352 (114,352) |
(Continued)
69
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(vi) Fair value information
- 1) Fair value hierarchy
The carrying amount and fair value of the Group’ s financial assets and liabilities, including the information on fair value hierarchy, were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:
| 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 Financial liabilities measured at amortized cost Short-term loans Short-term bills payable 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 |
September 30, 2022 | September 30, 2022 | September 30, 2022 | ||
|---|---|---|---|---|---|
| Book value $ 361,569 548,983 764,074 1,313,057 9,115,545 2,573,298 3,078,258 14,767,101 $ 16,441,727 $ 38,867,067 14,429,029 1,430,756 2,245,792 3,485,990 4,580,492 15,399,432 6,426,161 168,595 324,059 $ 48,490,306 |
Fair value | ||||
| Level 1 307,514 548,983 - 548,983 - - - - 856,497 - - - - - - - - - - - |
Level 2 - - - - - - - - - - - - - - - - - - - - |
Level 3 54,055 - 764,074 764,074 - - - - 818,129 38,867,067 - - - - - - - - - - |
Total | ||
| 361,569 | |||||
| 548,983 764,074 |
|||||
| 1,313,057 | |||||
| - - - |
|||||
| - | |||||
| 1,674,626 | |||||
| 38,867,067 | |||||
| - - - - - - - - - |
|||||
| - |
(Continued)
70
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| 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 Financial liabilities measured at amortized cost Short-term loans Short-term bills payable 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, 2021 | December 31, 2021 | December 31, 2021 | ||
|---|---|---|---|---|---|
| Book value $ 7,330,998 2,280,653 779,074 3,059,727 7,650,122 3,984,890 1,238,873 12,873,885 $ 23,264,610 $ 38,867,067 12,737,689 1,429,955 3,179,934 1,511,515 4,684,096 13,905,589 5,254,518 146,865 296,448 $ 43,146,609 |
Fair value | ||||
| Level 1 334,993 2,280,653 - 2,280,653 - - - - 2,615,646 - - - - - - - - - - - |
Level 2 22,226 - - - - - - - 22,226 - - - - - - - - - - - |
Level 3 6,973,779 - 779,074 779,074 - - - - 7,752,853 38,867,067 - - - - - - - - - - |
Total | ||
| 7,330,998 | |||||
| 2,280,653 779,074 |
|||||
| 3,059,727 | |||||
| - - - |
|||||
| - | |||||
| 10,390,725 | |||||
| 38,867,067 | |||||
| - - - - - - - - - |
|||||
| - |
(Continued)
71
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| 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 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 |
September 30, 2021 | September 30, 2021 | September 30, 2021 | ||
|---|---|---|---|---|---|
| Book value $ 11,435,229 2,071,745 765,445 2,837,190 11,271,906 4,492,926 2,267,973 18,032,805 $ 32,305,224 $ 36,344,845 4,295,889 3,095,401 1,910,815 3,500,000 16,680,382 6,842,215 139,814 305,849 $ 36,770,365 |
Fair value | ||||
| Level 1 666,864 2,071,745 - 2,071,745 - - - - 2,738,609 - - - - - - - - - - |
Level 2 21,510 - - - - - - - 21,510 - - - - - - - - - - |
Level 3 10,746,855 - 765,445 765,445 - - - - 11,512,300 36,344,845 - - - - - - - - - |
Total | ||
| 11,435,229 | |||||
| 2,071,745 765,445 |
|||||
| 2,837,190 | |||||
| - - - |
|||||
| - | |||||
| 14,272,419 | |||||
| 36,344,845 | |||||
| - - - - - - - - |
|||||
| - |
(Continued)
72
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| 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 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 |
January 1, 2021 | January 1, 2021 | January 1, 2021 | ||
|---|---|---|---|---|---|
| Book value $ 11,576,388 2,068,247 740,469 2,808,716 7,479,899 1,979,964 2,660,453 12,120,316 $ 26,505,420 $ 37,626,827 3,615,000 2,221,959 1,914,833 3,500,000 7,489,650 5,656,112 123,324 292,992 $ 24,813,870 |
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)
73
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 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.
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 investor.
- b) Derivative financial instruments
Derivative financial instruments are 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 nine months ended September 30, 2022 and 2021.
(Continued)
74
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
5) Statements of changes in fair value measurements of financial assets in Level 3
| January 1, 2022 Disposal Dividends Total gain and losses recognized in profit or loss September 30, 2022 January 1, 2021 Acquisition Disposal Total gain and losses recognized in profit or loss Total gain and losses recognized in other comprehensive income September 30, 2021 |
Investment Property $ 38,867,067 - - - $ 38,867,067 Investment Property $ 37,626,827 - - (1,673,535) 391,553 - $ 36,344,845 |
Financial assets reported at fair value through profit or loss Designated at initial recognition Derivative financial assets 6,973,779 - - - (6,966,562) - 46,838 - 54,055 - Financial assets reported at fair value through profit or loss Designated at initial recognition Derivative financial assets 10,746,855 - 63 - 21,540 - (21,603) - - - - - 10,746,855 - |
Financial assets reported at fair value through other comprehensive income Non-public quoted equity instruments 779,074 (15,000) - - 764,074 Financial assets reported at fair value through other comprehensive income Non-public quoted equity instruments 740,469 - - (1,438) - 26,414 765,445 |
|---|---|---|---|
| Designated at initial recognition 10,746,855 63 21,540 (21,603) - - 10,746,855 |
(Continued)
75
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 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 cannot 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 (for instance, when a firm uses an unadjusted previous transaction price or a third-party pricing information), e.g. part of the Group's investment in nonactive market equity and debt instruments. The fair value of the Group's investment property belongs to the third level, which is determined in accordance with IFRSs, i.e., outsourcing to external appraisers for assessment based on market evidence (please refer to note 6(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 September 30, 2022, December 31, September 30 and January 1, 2021 was $38,867,067 thousand, $38,867,067 thousand, $36,344,845 thousand, and 37,626,827 thousand, respectively.
The Group holds investments in equity shares, which is classified as financial assets at fair value through profit or loss, whose fair value belongs to level 3.
Most of fair value assets belonging to level 3 possesses no more than one significant unobservable input value. Only the equity instruments with inactive market may possess multiple unobservable input values which are all independent from and irrelevant to 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 •P/E ratio 9.66~10.69 as multiply on all reporting dates •Lack of market liquidity, discount rate 20% on all reporting dates •The higher the P/E ratio, the higher the fair value •Lack of market liquidity, the more the discount, the lower the fair value |
|---|---|---|
| Financial assets at fair value through other comprehensive income - equity investments without an active market |
Public company comparable method |
(Continued)
76
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| 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% on all reporting dates •Not applicable •Lack of market liquidity, the more the discount, the lower the fair value • Net asset value • Not applicable |
|---|---|---|
| Financial assets at fair value through other comprehensive income Financial assets at fair value through profit or loss |
Net asset value method 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 appraisers' 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 appraisers.
- 8) Fair value measurements of 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.
(ab) Financial risk management
There were no significant changes in the Company's financial risk management and policies as disclosed in note 6(ab) of the consolidated financial statements for the year ended December 31, 2021.
- (ac) Capital management
Management believes that the objectives, policies and processes of capital management of the Group has been applied consistently with those described in the consolidated financial statements for the year ended December 31, 2021. Also, management believes that there were no significant changes in the Group's capital management information as disclosed for the year ended December 31, 2021. Please refer to note 6(ac) of the consolidated financial statements for the year ended December 31, 2021 for further details.
(Continued)
77
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (ad) Investing and financing activities not affecting the current cash flow
The Group’s investing and financing activities which did not affect the current cash flow in the nine months ended September 30, 2022 and 2021, were as follows:
-
(i) For the acquisition of right-of-use assets based on lease term, please refer to note 6(i).
-
(ii) Reconciliation of liabilities arising from financing activities was as follows:
| Long-term bank loans Short-term loans (note) Short-term bills payable Long-term bills payable Lease liabilities Long-term bank loans Short-term loans (note) Long-term bills payable Lease liabilities |
January 1, 2022 $ 15,392,104 12,737,689 1,429,955 5,254,518 296,448 $ 35,110,714 January 1, 2021 $ 9,404,483 3,615,000 5,656,112 292,992 $ 18,968,587 |
Cash flows 3,248,260 3,080,701 - 1,170,000 (58,034) 7,440,927 Cash flows 7,232,049 2,142,003 3,157,200 (49,190) 12,482,062 |
Non-cash changes Foreign exchange movement Bills payable transferred to long- term bank loans Other 107,558 - - 211,684 - (1,601,045) - - 801 - - 1,643 - - 85,645 319,242 - (1,512,956) Non-cash changes Foreign exchange movement Bills payable transferred to long- term bank loans Other (14,335) - 1,969,000 (6,635) - (1,454,479) - - (1,971,097) - - 62,047 (20,970) - (1,394,529) |
Non-cash changes Foreign exchange movement Bills payable transferred to long- term bank loans Other 107,558 - - 211,684 - (1,601,045) - - 801 - - 1,643 - - 85,645 319,242 - (1,512,956) Non-cash changes Foreign exchange movement Bills payable transferred to long- term bank loans Other (14,335) - 1,969,000 (6,635) - (1,454,479) - - (1,971,097) - - 62,047 (20,970) - (1,394,529) |
September 30, 2022 |
|---|---|---|---|---|---|
| 18,747,922 14,429,029 1,430,756 6,426,161 324,059 |
|||||
| 41,357,927 | |||||
| September 30, 2021 |
|||||
| Foreign exchange movement (14,335) (6,635) - - (20,970) |
Bills payable transferred to long- term bank loans - - - - - |
||||
| 18,591,197 4,295,889 6,842,215 305,849 |
|||||
| 30,035,150 |
Note: The "other" included in non-cash changes are the reimbursement regarding letters of credit.
(Continued)
78
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(7) Related-party transactions:
- (a) The ultimate parent company
The Company is the ultimate parent company.
- (b) Names and relationships with related parties
The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements.
Names of related party Relationships with the Group Kaohsiung Monomer Company Limited Investee as accounted for using equity method Jean Pacific Development Co., Ltd. Investee as accounted for using equity method Chung Kung Safeguarding & Security Corp. Investee as accounted for using equity method (Chung Kung Safeguarding & Security) BES Engineering Corporation (BES Investee as accounted for using equity method Engineering) (Note 2) Chung Kung Management and Maintenance of Investee as accounted for using equity method of Apartments Co., Ltd. Chung Kung Safeguarding & Security Chain Yarn Co., Ltd. (Note 1) The Company is the director of the entity Chung Kung Management Consultant Co., Ltd. Subsidiary of Zhong Gong Baoquan Coreasia Human Resources Management Co., Subsidiary of BES Engineering Ltd. BES Machinery Co., Ltd. The entity is a director of the Company Core Pacific City Co., Ltd. Substantive Related Party Cheng Yao Enterprise Co., Ltd. Substantive Related Party King’s Construction Co., Ltd. Substantive Related Party All board of directors, general manager and The main managements of the Company deputy general manager
Note 1: Chain Yarn Co., Ltd. re-elected directors at the general meeting of shareholders on July 15, 2021, and the Company was elected for the director.
Note2: The Group had significant influence on BES Engineering on June 13, 2022, please refer to Note 6(g).
(Continued)
79
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(c) Significant Transactions with related parties
(i) Sales
The amounts of significant sales by the Group to related parties were as follows:
| Other related parties Associates |
For the three months ended September 30, 2022 2021 $ 299,948 492,560 206,214 234,599 $ 506,162 727,159 |
For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|---|
| 2022 $ 299,948 206,214 $ 506,162 |
2022 961,075 749,640 1,710,715 |
2021 | |
| 492,560 601,442 |
|||
| 1,094,002 |
The terms for related party sale transactions were the same as ordinary sales.
(ii) Purchases
The amounts of significant purchases by the Group from related parties were as follows:
| Other related parties | For the three months ended September 30, 2022 2021 $ 1,783 31,934 |
For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|---|
| 2022 $ 1,783 |
2022 47,854 |
2021 | |
| 31,934 |
The terms for related party purchase transactions were the same as those of other unrelated vendors.
(iii) Receivables from Related Parties
The receivables from related parties were as follows:
| Accounts | Types of related parties |
September 30, 2022 $ 194,968 76,922 17,977 14,010 $ 303,877 |
December 31, 2021 385,366 91,978 731 8,972 487,047 |
September 30, 2021 311,507 80,554 57 12,015 404,133 |
January 1, 2021 |
|---|---|---|---|---|---|
| Accounts receivable Accounts receivable Other receivables Other receivables |
Other related parties Associates Other related parties Associates |
- 51,106 - 9,447 |
|||
| 60,553 |
(iv) Payables to Related Parties
The payables to related parties were as follows:
| Accounts | Types of related parties |
September 30, 2022 $ 807 838 4,800 $ 6,445 |
December 31, 2021 11,333 167,715 4,553 183,601 |
September 30, 2021 10,432 147,238 5,293 162,963 |
January 1, 2021 - 5,951 5,380 |
|---|---|---|---|---|---|
| Accounts payable Other payables Other payables |
Other related parties Other related parties Associates |
||||
| 11,331 |
(Continued)
80
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(v) Other
| Associates Rent income Other revenues Other expenses Security service fees Other related parties Rent income Other revenues Other expenses |
For the three months ended September 30, 2022 2021 $ 3,291 1,345 4,285 3,363 (222) - (4,940) (5,259) 2,679 - 1 250 (1,500) (1,033) |
For the nine months ended September 30, |
|---|---|---|
| 2022 $ 3,291 4,285 (222) (4,940) 2,679 1 (1,500) |
2022 2021 7,169 4,034 11,011 10,563 (222) - (15,560) (15,859) 2,679 - 414 250 (13,352) (5,706) |
Please refer to note 6(s) for lease of land and buildings to related parties.
(vi) Lease
1) Lease liability
| Associates Other related parties |
Lease liability | Lease liability |
|---|---|---|
| September 30, 2022 $ 65,354 1,633 $ 66,987 |
September 30, 2021 |
|
| - 5,467 |
||
| 5,467 |
2) Depreciation expense
| Associates Other related parties |
For the three months ended September 30, 2022 2021 $ 6,978 1,462 326 - $ 7,304 1,462 |
For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|---|
| 2022 $ 6,978 326 $ 7,304 |
2022 13,441 326 13,767 |
2021 | |
| 4,388 - |
|||
| 4,388 |
3) Interest expense
| Associates Other related parties |
For the three months ended September 30, 2022 2021 $ 49 27 8 - $ 57 27 |
For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|---|
| 2022 $ 49 8 $ 57 |
2022 70 8 78 |
2021 | |
| 100 - |
|||
| 100 |
(Continued)
81
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(vii) The Group had contracts with BES Engineering Corporation, for mechanical engineering services projects and paid commission on the basis of actual construction. As of September 30, 2022 and 2021, the construction project in-progress both amounted to $1,451,000 thousand. As of September 30, 2022 and 2021, the unpaid fees amounted to $445,131 thousand and $554,431 thousand, respectively. The refundable deposit at September 30, 2022 and 2021 were $415,536 thousand and $420,660 thousand, respectively.
-
(viii) The Group had contracts with other related parties, for mechanical engineering services projects and paid commission on the basis of actual construction. As of September 30, 2022 and 2021, the construction project in-progress amounted to $1,640 thousand and $1,559 thousand, respectively. As of September 30, 2022 and 2021, the unpaid fee amounted to $410 thousand and $779 thousand, respectively. The security deposit were both $0 thousand as of September 30, 2022 and 2021.
-
(ix) For the nine months ended September 30, 2022, the Group paid other related party, King’s Construction Co., Ltd. $ 297 thousand for the trademark licensing fee, which was recorded as prepayment.
-
(x) The Group acquired land from Core Pacific City Co., Ltd., which the contract and the amendment of property transaction was signed on October 30, 2019.The accumulated payment made by the Group based on the aforementioned amendment as of September 30, 2022 was $476,190 thousand, please refer to note 6(e).
-
(d) Key management personnel compensation
| Short-term employee benefit Post-employment benefits |
For the three months ended September 30, 2022 2021 $ 20,539 119,926 737 750 $ 21,276 120,676 |
For the nine months ended September 30, | For the nine months ended September 30, |
|---|---|---|---|
| 2022 $ 20,539 737 $ 21,276 |
2022 111,768 2,538 114,306 |
2021 | |
| 178,501 3,281 181,782 |
(Continued)
82
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(8) Pledged assets:
The carrying amounts of pledged assets were as follows:
| Pledged assets | Purpose of pledge | September 30, 2022 $ 100,588 42,745,197 7,766,447 31,435,973 3,262,131 516,000 144,670 223,368 108,969 468,764 $ 86,772,107 |
December 31, 2021 116,585 38,007,167 7,871,848 31,435,973 785,917 1,147,498 187,220 - 108,969 576,089 80,237,266 |
September 30, 2021 111,761 - 7,783,843 20,928,634 733,293 1,515,746 182,780 - 108,969 574,030 31,939,056 |
January 1, 2021 24,614 - 7,031,472 15,346,334 502,002 1,430,230 634,995 - 108,969 585,925 |
|---|---|---|---|---|---|
| Time deposits Inventory – Land for construction Property, plant and equipment Investment property Investments accounted for using equity method Financial assets reported at fair value through other comprehensive income Financial assets reported at fair value through profit or loss Restricted assets Refundable deposit Right-of-use of Land and Sea Areas |
Guarantee for priority right-of- use of harbor, purchases and collateral for short-term bank loan Short-term bills payable, short- term syndicated loan (Shin Kong) Collateral for long-term and short-term financial credit, syndicated loan (Mega) Collateral for short-term, medium-term and long-term financial credit, syndicated loan (Mega), bonds payable and long-term bills payable Long-term bills payable Long-term bills payable Long-term bills payable Short-term syndicated loan (Shin Kong) Deposit for lawsuit, issuance of letter of credit Collateral for long-term financial credit |
||||
| 25,664,541 |
As of September 30, 2022, December 31, September 30 and January 1, 2021, 0 thousand shares, 0 thousand shares, 4,000 thousand shares and 4,000 thousand shares of a subsidiary of the Group were pledged as collateral for long-term bills payable.
(Continued)
83
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(9) Commitments and contingencies:
- (a) As of September 30, 2022, December 31, September 30 and January 1, 2021, the Group had the following unused letters of credit:
| USD EUR JPY NTD CNY |
September 30, 2022 $ 18,949 365 - 728,000 - |
December 31, 2021 49,408 457 6,400 1,146,000 32,300 |
September 30, 2021 January 1, 2021 42,778 20,824 2,484 246 8,820 - 930,000 1,020,000 27,700 - |
|---|---|---|---|
-
(b) As of September 30, 2022, December 31, September 30 and January 1, 2021, the Group had issued guarantee notes for bank loans, sales and purchases, and development plan aggregating to $25,947,400 thousand and USD40,000 thousand, $26,197,400 thousand and USD30,000 thousand, $24,637,400 thousand and USD30,000 thousand, $24,117,400 thousand and USD30,000 thousand, respectively.
-
(c) As of September 30, 2022, December 31, September 30 and January 1, 2021, the Group had contracts for various construction projects in-progress amounting to $34,364,016 thousand, $24,019,792 thousand, $24,410,218 thousand, and $12,225,823 thousand, respectively. As of September 30, 2022, December 31, September 30 and January 1, 2021, the remaining future obligations under these contracts amounted to $19,904,592 thousand, $11,349,881 thousand, $20,133,716 thousand, and $2,547,453 thousand, respectively.
-
(d) As of September 30, 2022, December 31, September 30 and January 1, 2021, the agreement on the acquisition of material property amounting to $0 thousand, $1,379,861 thousand, $38,579,871 thousand, and $39,045,010 thousand, respectively, the unpaid portion amounting to $0 thousand, $138,000 thousand, $21,998,000 thousand, and $28,885,000 thousand, respectively. Please refer to note 6(e).
-
(e) As of September 30, 2022, December 31, September 30 and January 1, 2021, the Company signed an agreement to purchase raw materials such as benzene, hydrogen and methylbenzene from CPC. Under this contract, the Company may purchase specified monthly volume of these raw materials at current month prices announced by the CPC with prepayment or domestic letter of credit.
-
(f) As of September 30, 2022, December 31, September 30 and January 1, 2021, the Group signed an agreement of preclinical drug research amounting to USD4,180 thousand and $172,467 thousand, USD4,266 thousand and $164,522 thousand, USD3,296 thousand and $201,185 thousand, USD3,063 thousand and $92,070 thousand, respectively. The paid portion amounted to USD2,950 thousand and $45,491 thousand, USD2,916 thousand and $34,911 thousand, USD2,957 thousand and $55,727 thousand, USD2,466 thousand and $31,565 thousand, respectively. The unpaid portion amounted to USD1,230 thousand and $126,976 thousand, USD1,350 thousand and $129,611 thousand, USD339 thousand and $145,458 thousand, USD597 thousand and $60,506 thousand, respectively.
(Continued)
84
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(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 would be made by progress. As of September 30, 2022, December 31, September 30 and January 1, 2021, the paid portion amounted to $20,000 thousand, $20,000 thousand, $20,000 thousand and $10,000 thousand, respectively.
-
(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 would be made by progress. As of September 30, 2022, December 31, September 30 and January 1, 2021, the paid portion amounted to $10,000 thousand, $10,000 thousand, $10,000 thousand and $5,000 thousand, respectively.
-
(i) The Group signed a license agreement of antineoplastic candidate drug with National Health Research Institutes on September 13, 2021. The license fee amounted to $125,000 thousand and the payment would be made by progress. As of September 30, 2022 and December 31, 2021, the paid portion amounted to $4,000 thousand and $2,500 thousand.
-
(j) Important matters
The case of loss compensation for the Kaohsiung gas explosion
CPC was issued the permits of road excavation of No.950129 on December 15, 1990 and No. 050076 on April 13, 1991 by the Maintenance Office, Public Works Bureau of KCG, who agreed CPC to excavate for the laying of pipelines. The Public Works Bureau of KCG abolished the foregoing permits after the gas-explosion event occurred at the nighttime in Kaohsiung City on July 31, 2014. With regard to the circumstance that administrative agencies shall compensate for the loss in accordance with the laws due to the legitimate abolishment, the Company filed a petition for relief to KHAC in February 2018 in order to protect the legitimate rights and interests of the Company. In December 2019, KHAC made the judgement that the Company lost the case, and the Company filed an appeal in January 2020. Upon finding the appeal meritorious, the Supreme Administrative Court reversed the original judgement and remanded to KHAC for a new trial.
-
(k) Contingent liabilities
-
(i) 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 manager. Hence, the board of the Company dismissed the manager in October 2013. The manager asked the Company to pay pensions 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 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 sides, 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
(Continued)
85
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
appeal was conducted in Taiwan High Court Kaohsiung Branch Court (THCKBC) in April 2019. The court’ s judgement is announced that the compony shall pay $3,785 thousand, with bearing interest, to Mr. Zhang in July 2019. The Company was dissatisfied and filed an appeal to Supreme Court in August 2019, and the part of original judgment that was unfavorable to the Company was remanded to the THCKBC on April 22, 2021. The Company received the judgment in December 2021 from THCKBC who awarded Mr. Zhang $3,764 thousand and the statutory interest by the Company after the case was remanded for the second time by the Supreme Court. The Company was not satisfied with such judgment of second instance and filed an appeal with the court of third instance in December in the same year. The Company received the written ruling in July 2022 that the Supreme Court dismissed the appeal, and this case was closed.
2) Disclosure Secret Case
Managers who left the office without authorization was 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 December 2016 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 8 for details of deposit for lawsuit.
(ii) 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., 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 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. In February 2021, the ruling had been made due to the lack of assets for liquidation, the bankruptcy procedure was concluded and the case was closed. The unrecoverable allowance had been written off separately, please refer to note 6(d).
(Continued)
86
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(iii) Civil compensation for Residents living in An shun
Mr. Chen and others filed civil and national compensation lawsuit to the Company and MOEA on March 14, 2017 (Hereinafter referred to as 1st case of the Tainan Anshun plant civil compensation), they claimed the Company and MOEA 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 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. Due to the controversial issue of extinctive prescription, the Company considered this case worth an appeal based on our unprofitable part of verdict. Therefore, the Company filed an appeal to the High Court on December 15, 2020, and this case is being heard by the Taiwan High Court Tainan Branch Court.
(10) Losses Due to Major Disasters:None
(11) Subsequent Events:
- (a) In order to receive the bulk reward for the CORE PACIFIC PLAZA development project, Ding-Yue made a resolution during the meeting of the Board of Directors on October 5, 2022, and signed a contract with Taipei City Government, to amend the "Detailed Plan of Land Use Zoning Regulations for the Third Commercial District (Special), No. 156, Sec. 3, Xisong Section, Songshan District, Taipei City". The contract stated that the conditions mentioned should be fulfilled to qualify for the reward. Before the building is authorized with the usage license, a security deposit of $8,788,483 thousand should be paid in either of the following forms: cash, equivalent government bonds, certificate of time deposits, checks, or a written joint guarantee from a financial institution.
(Continued)
87
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(12) Other:
- (a) The nature of operating costs and expenses were as follows:
| For the three months ended September 30 | For the three months ended September 30 | For the three months ended September 30 | For the three months ended September 30 | For the three months ended September 30 | ||||
|---|---|---|---|---|---|---|---|---|
| By function By item |
2022 | 2021 | ||||||
| Operating cost |
Operating expense |
Non-Operating expense |
Total | Operating cost |
Operating Expense |
Non-Operating expense |
Total | |
| Employee benefits | ||||||||
| Salary | 223,103 | 121,166 | - | 344,269 | 267,020 | 281,309 | - | 548,329 |
| Labor and health insurance | 23,049 | 13,655 | - | 36,704 | 20,573 | 25,113 | - | 45,686 |
| Pension | 11,346 | 5,474 | - | 16,820 | 10,307 | 5,315 | - | 15,622 |
| Others | 11,841 | 8,037 | - | 19,878 | 11,398 | 6,352 | - | 17,750 |
| Depreciation | 261,576 | 69,905 | 1,103 | 332,584 | 215,465 | 63,151 | 1,102 | 279,718 |
| Amortization | 237 | 1,839 | - | 2,076 | 156 | 2,028 | - | 2,184 |
| For the nine months ended September 30 | ||||||||
| By function By item |
2022 | 2021 | ||||||
| Operating cost |
Operating expense |
Non-Operating expense |
Total | Operating cost |
Operating Expense |
Non-Operating expense |
Total | |
| Employee benefits | ||||||||
| Salary | 655,194 | 423,497 | - | 1,078,691 | 837,460 | 732,720 | - | 1,570,180 |
| Labor and health insurance | 72,652 | 49,647 | - | 122,299 | 60,889 | 55,567 | - | 116,456 |
| Pension | 34,520 | 17,172 | - | 51,692 | 30,577 | 16,364 | - | 46,941 |
| Others | 36,626 | 30,075 | - | 66,701 | 35,062 | 18,670 | - | 53,732 |
| Depreciation | 770,149 | 178,090 | 3,309 | 951,548 | 650,604 | 167,388 | 3,146 | 821,138 |
| Amortization | 707 | 5,614 | - | 6,321 | 469 | 6,052 | - | 6,521 |
- (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 the above 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. On November 10, 2020, the Company had received the minutes of the meeting with regards to the changes on the urban planning case of DIP concerning its execution, which prompted KUPC to suggest to the Bureau of Industry, MOEA to invite the Kaohsiung City Government (KCG) and all relevant parties to clarify the appeals and suggestions made by the companies involved. Thereafter, KCG will explicitly indicate the details in the urban planning documentation to all concerned parties in order to preclude the disputes. Conclusion of the meeting of the Task Force on "The Impact of the Transformation of DIP into Industrial Zone B on the Petrochemical Industry" held by the Industrial Development Bureau, Ministry of Economic Affairs on September 28, 2022: The Ministry of the Interior and the Control Yuan continue to pay attention to this case, and the Industrial Development Bureau of the Ministry of Economic Affairs will continue to assist in the discussion and exchange of opinions between the manufacturers and the KCG, and to summarize the opinions of the participating parties in this meeting and submit them to the Control Yuan for the members' investigation and reference; and KCG had yet to proceed on the procedures of the recategorization of the zone mentioned above as of September 30, 2022.
(Continued)
88
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(13) 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 f t |
Purposes of fund inancing for he 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 | |||||||||||||||
| 0 | The Company |
Ding-Yue | Other receivables- related parties |
Yes | 1,500,000 | 1,500,000 | 900,000 | 3.115% | 2 | - | Operating | - | - | 16,047,700 | 32,095,401 | |
| 1 | Weiming | Weiming Construction |
Other Receivable |
Yes | 9,012 | 8,954 | 8,954 | 5.5% | 2 | - | Operating | - | - | 678,915 | 1,018,373 | |
| 1 | Weiming | Weicai | Other Receivable |
Yes | 270,360 | 268,620 | 44,770 | 5.5% | 2 | - | Operating | - | - | 678,915 | 1,018,373 | |
| 2 | Weihua | Weicai | Other Receivable |
Yes | 90,120 | 89,540 | 89,540 | 5.5% | 2 | - | Operating | - | - | 99,930 | 99,930 |
Note 1: Numbering nature of borrowing as follows:
Transaction for business between two parties-1
Short-term financing-2
Note 2: The financing limit for total and individual were 40% and 20% of net assets based on the latest audited or reviewed financial statements of the Company.
Note 3: The financing limit for total and individual were 15% and 10% of net value of Weiming.
Note 4: The financing limit was 20% of net value of Weihua.
Note 5: The amounts of the transaction and the ending balance had been offset in the consolidated financial statements.
(ii) Guarantees and endorsements for other parties:
(In Thousands of New Taiwan Dollars)
| 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 |
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 | The Company |
Ding-Yue | 2 | 48,143,102 | 17,815,000 | 17,815,000 | 14,130,000 | 2,880,000 | % 22.20 |
80,238,504 | Y | N | N |
| 0 | The Company |
Weihua | 2 | 48,143,102 | 225,300 | 223,850 | 223,850 | - | % 0.28 |
80,238,504 | Y | N | Y |
| 0 | The Company |
Weicai | 2 | 48,143,102 | 1,436,080 | 1,436,080 | 769,707 | 174,000 | % 1.79 |
80,238,504 | Y | N | Y |
| 0 | The Company |
Weiming | 2 | 48,143,102 | 1,667,220 | 537,240 | - | - | % 0.67 |
80,238,504 | Y | N | Y |
| 0 | The Company |
Shiny Chemical Industrial Co., Ltd. |
5 | 48,143,102 | 78,086 | 78,086 | 78,086 | - | % 0.10 |
80,238,504 | N | N | N |
| 0 | The Company |
Lushun Warehouse Co., Ltd. |
5 | 48,143,102 | 55,366 | 55,366 | 55,366 | - | % 0.07 |
80,238,504 | N | N | N |
| 0 | The Company |
China General Terminal & Distributio n Corporati on |
5 | 48,143,102 | 14,903 | 14,903 | 14,903 | - | % 0.02 |
80,238,504 | N | N | N |
| 1 | Ding-Yue | The Company |
3 | 14,399,584 | 4,920,000 | 4,920,000 | 1,900,000 | - | % 6.13 |
28,799,168 | N | Y | 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
(Continued)
89
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Note 2: The relationship between the guarantee and the guarantor are as follows:
- 1.Transactions between the companies.
- 2.The Company directly or indirectly holds more than 50% voting right.
- 3.When other companies directly or indirectly hold more than 50% voting rights of the Company.
- 4.The Company directly or indirectly holds more than 90% voting right.
- 5.A company that is mutually protected under contractual requirements based on the needs of the contractor.
- 6.A company that is endorsed by all the contributing shareholders in accordance with their shareholding ratio due to joint investment relationship.
- 7.Under the Consumer Protection Act, performance guarantees for pre-sale contracts for companies in the same industry.
-
Note 3: The Company endorsed the operation method for the total amount of guarantees and the limit for endorsement of a single enterprise:
-
1.The total amount of guarantee for endorsement shall not exceed 100% of the Company’s net assets. The net assets referred to above are based on the latest audited or reviewed financial statements.
-
2.The guarantee amount for a single enterprise endorsement shall not exceed 60% of the Company’s net assets. The net assets referred to above are based on the latest audited or reviewed financial statements.
-
-
Note 4: Ding-Yue endorsed the operation method for the total amount of guarantees and the limit for endorsement of a single enterprise:
-
1.The total amount of guarantee for endorsement shall not exceed 100% of its net assets. The net assets referred to above are based on the latest audited or reviewed financial statements.
-
2.The guarantee amount for a single enterprise endorsement shall not exceed 50% of its net assets. The net assets referred to above are based on the latest audited or reviewed financial statements.
-
-
(iii) Securities held as of September 30, 2022 (excluding investment in subsidiaries, associates and joint ventures):
(In Thousands of New Taiwan Dollars)
| Name of holder | Category and name of security |
Relationship with company |
Account title |
Ending balance | Ending balance | Ending balance | Ending balance | Note |
|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying value | Percentage of ownership (%) |
Fair value | |||||
| The Company BES Twin Towers |
Yuanta Financial Holding Co., Ltd. Taiwan Semiconductor Manufacturing Co., Ltd. Cathay FTSE China A50 ETF China Development Financial Holding Corp. Handy Chemical Corporation Ltd. Overseas Investment & Development Corp. Core Pacific City Co., Ltd. Praxair Chemax Semiconductor Materials ZOWIE Technology Corporation Aetas Technology Inc. Chain Yarn Co., Ltd. Taiwan Business Bank Core Pacific City Co., Ltd. |
None 〞 〞 〞 The Company is a supervisor of the investee company None Substantive related party None 〞 〞 The Company is a director of the investee company None Substantive related party |
Current financial assets designated at fair value through profit or loss 〞 〞 Non-current financial assets at fair value through other comprehensive income 〞 〞 Non-current financial assets designated at fair value through profit or loss Non-current financial assets at fair value through other comprehensive income 〞 〞 〞 Current financial assets at fair value through other comprehensive income Non-current financial assets designated at fair value through profit or loss |
7,622,382 10,000 100,000 44,684,712 386,000 2,600,000 2,779,154 2,701,651 8,815 287,961 28,500,000 1,013,283 1,053,812 |
149,018 4,220 2,145 536,216 26,437 26,000 39,193 117,608 358 - 285,000 12,767 14,862 |
0.06 0.00 0.00 0.24 4.51 2.89 27.71 14.00 0.03 0.58 13.41 0.01 10.51 |
149,018 4,220 2,145 536,216 26,437 26,000 39,193 117,608 358 - 285,000 12,767 14,862 |
(Continued)
90
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of holder | Category and name of security |
Relationship with company |
Account title |
Ending balance | Ending balance | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying value | Percentage of ownership (%) |
Fair value | |||||
| TSCIC | Praxair Chemax Semiconductor Materials Taiwan Tea Corporation Good Company TaiRx, Inc. |
None 〞 〞 〞 |
Non-current financial assets at fair value through other comprehensive income Current financial assets designated at fair value through profit or loss Non-current financial assets at fair value through other comprehensive income 〞 |
6,754,127 7,279,000 750,000 722,500 |
294,019 152,131 - 14,652 1,674,626 |
35.00 0.92 2.08 0.80 |
294,019 152,131 - 14,652 1,674,626 |
-
(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of $300 million or 20% of the capital stock:None
-
(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 | ||||||||||
| Weiming | Property, plant and equipment |
June 28, 2022 | 6,309,240 | 336,108 | Henan Pingmei Shenma Nylon Engineering Technology Co., Ltd.、 Suhua Construction Group Co, Ltd. and Nanjing Piya Chemical Co, Ltd. |
None |
Note 1 | - | - | - | Open tendering |
Production and operating use |
None |
-
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 with terms different from others |
Transactions with terms different from 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 receivables (payables) |
||||
| The Company CPDC GT Weiqiang |
TSCIC Kaohsiung Monomer Company Limited Chain Yarn Co., Ltd. The Company Weicai The Company |
Subsidiary Affiliated company accounted for using equity method Other related parties Subsidiary Same parent company Subsidiary |
Sales Sales Sales Sales Sales Sales |
(1,138,578) (749,640) (961,075) (133,252) (103,740) (274,602) |
% (6.33) % (4.17) % (5.34) % (96.58) % (13.10) % (34.68) |
3 Month 1 Month 1 Month Base on contract Base on contract Base on contract |
- - - - - - |
OA 90 days - - Base on contract Base on contract Base on contract |
96,078 76,922 194,968 97,188 - - |
4.43% 3.55% 9.00% 99.47% -% -% |
Note Note Note 〞 |
Note: The amounts of the transaction and the ending balance had been offset in the consolidated financial statements.
(Continued)
91
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(viii) Receivables from related parties with amounts exceeding the lower of $100 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars)
| Name of company |
Counter-party | Nature of relationship |
Ending balance |
Turnover rate |
Overdue |
Overdue |
Amounts received in subsequent period |
Allowance for bad debts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| The Company | Chain Yarn Co., Ltd. | Other related parties | 194,968 | 4.42 | - | - | 123,722 | - |
Note: The amounts of the transaction and the ending balance had been offset in the consolidated financial statements.
(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 1 1 |
The Company The Company Weiqiang Weiqiang |
TSCIC CPDC GT Weicai The Company |
1 1 5 2 |
Sales revenue Repair expense Sales revenue Sales revenue |
1,138,578 133,252 103,740 274,602 |
OA 90 days Base on contract Base on contract Base on contract |
5.38% 0.63% 0.49% 1.30% |
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 nine months ended September 30, 2022 (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 September 30, 2022 | Balance as of September 30, 2022 | Balance as of September 30, 2022 | Net income (losses) of investee |
Share of profits/losses of investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2022 |
December 31, 2021 | Shares | Percentage of wnership |
Carrying value |
|||||||
| The Company | Kaohsiung Monomer Company Limited Chung Kung Safeguarding & Security Corp. Jean Pacific Development Co., Ltd. BES Engineering Ding-Yue CPDC BVI TSCIC |
Taiwan Taiwan Taiwan Taiwan Taiwan British Virgin Islands Taiwan |
Production and sales of Methyl Methacrylate Monomer Security and related services Real estate construction and development and urban renewal, etc. Contracting of civil and construction projects, investment, construction and sales of real estate, and the development of industrial zones planned by the government Entrusting construction companies to build state houses, commercial buildings, land development and other related operations and investment Holding company Fertilizer storage, transportation, purchase and sales |
- 14,400 620,000 1,470,919 29,000,000 904,946 560,000 |
- 14,400 620,000 - 25,580,000 904,946 560,000 |
20,000,000 1,440,000 62,000,000 164,348,449 2,900,000,000 26,580,000 76,000,000 |
% 40.00 % 24.00 % 40.00 % 10.74 % 100.00 % 100.00 % 100.00 |
649,901 19,593 618,472 4,239,589 28,771,435 1,015,841 1,259,487 |
408,611 3,653 491 588,940 (69,006) (21,777) 50,239 |
163,444 877 197 10,819 (69,006) (21,777) 50,239 |
Note 1 Note 1 Note 1 Note 1&7 Note 2&5 Note 2&4&5 Note 2&5 |
(Continued)
92
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES 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 September 30, 2022 | Balance as of September 30, 2022 | Balance as of September 30, 2022 | Net income (losses) of investee |
Share of profits/losses of investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2022 |
December 31, 2021 | Shares | Percentage of wnership |
Carrying value |
|||||||
| The Company CPDC BVI Ding-Yue TSCIC BES Twin Towers Frontier Fortune Core Pacific Twin Star (Myanmar) |
CPDC GT UDL BES Twin Towers Thanh Phong Core Pacific Overseas Holdings Ltd. Da Ying Taivex Frontier Fortune Core Pacific Twin Star (Myanmar) Gemini Star (India) Core Pacific Twin Star (Vietnam) Core Pacific Pioneer (Myanmar) |
Taiwan Hong Kong Taiwan Vietnam British Virgin Islands Taiwan Taiwan Singapore Myanmar India Vietnam Myanmar |
Mechanical engineering Holding company Real estate investment consultancy, land development and general investment Construction engineering, real estate management, construction-related technical consultants, leasing machinery and equipment, wholesale of building materials, etc. 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 |
100,000 10,921,147 1,941,383 609,347 808,564 60,000 696,720 2,761,596 169,921 9,274 2,566,176 24,804 |
100,000 9,876,023 3,791,383 609,347 808,564 60,000 696,720 2,761,596 169,921 9,274 2,566,176 24,804 |
15,000,000 360,240,612 306,216,357 - 26,580,000 - 46,224,551 93,060,000 5,500,001 2,099,993 - 800,000 |
% 100.00 % 100.00 % 100.00 % 100.00 % 45.19 % 100.00 % 65.34 % 100.00 % 100.00 % 99.99 % 100.00 80.00 |
171,545 8,894,775 3,385,376 657,971 1,010,040 59,074 249,234 3,021,677 165,110 4,329 2,844,339 18,272 |
19,901 (494,135) 50,041 13,121 (48,131) (1,133) (65,893) 37,880 (1,971) (123) 40,248 (850) |
19,901 (494,135) 50,041 13,121 - - - - - - - - |
Note 2&5 Note 2&4&5 Note 2&5 Note 2&3&4 &5 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&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: On June 13, 2022, the Group had a significant influence on BES Engineering, please refer to Note 6(g) for details.
(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) | (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) | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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, 2022 |
Investment flows | Accumulated outflow of investment from Taiwan as of September 30, 2022 |
Net income (losses) of the investee |
Percentage of ownership |
Investment income (losses) |
Book value |
Accumulated remittance of earnings in current period |
|
| Outflow | Inflow | |||||||||||
| Weihua | Engaged in trading of petroleum chemical products, electronic chemicals variety of industrial gases, gas mixtures and other manufacturing sub- fitted trading |
763,460 | ( 2 )、 ( 3 ) |
763,460 | - | - | 763,460 | 15,407 | 100.00% | 15,407 | 530,640 | - |
(Continued)
93
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| 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, 2022 |
Investment flows | Investment flows | Accumulated outflow of investment from Taiwan as of September 30, 2022 |
Net income (losses) of the investee |
Percentage of ownership |
Investment income (losses) |
Book value |
Accumulated remittance of earnings in current period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Weiqiang | Wholesale of chemical raw materials, plastic raw materials, rubber raw materials and their products (except dangerous goods), commission agency (except auction), import and export and related supporting business |
211,560 | ( 1 )、 ( 3 ) |
211,560 | - | - | 211,560 | 7,305 | 100.00% | 7,305 | 184,116 | - |
| Weiming | Production and sales of nylon6, cyclohexanone, electricity, steam and its by-products; construction of supporting facilities for petrochemical projects |
8,770,377 | ( 1 )、 ( 2 ) |
7,725,253 | 1,045,124 | - | 8,770,377 | (325,999) | 100.00% | (325,999) | 7,491,641 | - |
| Weicai | Engaged in engineering plastic and high valued petroleum chemical products |
1,411,845 | ( 2 ) | 1,324,893 | - | - | 1,324,893 | (178,601) | 100.00% | (178,601) | 711,889 | - |
| Weiming Construction (Invested through Weiming) |
Engaged in engineering consultant services、engineering construction、 engineering management、trading of petroleum chemical product |
129,665 | ( 3 ) | - | - | - | - | (703) | 100.00% | (703) | 133,045 | - |
(ii) Limitation on investment in Mainland China:
| Accumulated Investment in Mainland China as of September 30, 2022 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| 11,964,231 | 14,362,341 | Note 4 |
Note1: There are three ways to invest as follows:
- (a) The Company direct investment to China.
(b) The Company through third regional company (UDL) investment to China.
(c) Others. (The Company through subsidiary investment to China.)
Note2: The amount of net income (losses) was recognized based on the unaudited financial statements of the investee companies.
Note3: The amount in this table should be presented in New Taiwan Dollar.
- Note4: The cumulative investment amount or investment proportion to China cannot over the Company’ s net value of 60%. The Company got certified documents of operating headquarters issued by Industrial Development Bureau, MOEA on October 18, 2018, so not subject to the above regulations. Valid period to October 14, 2021. On October 19, 2021, the Company acquired the above documents and extend the valid period to October 12, 2024.
(iii) Significant transactions:
The significant inter-company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated financial statements, are disclosed in “Information on significant transactions” and “Business relationships and significant intercompany transactions”.
(d) Major shareholders: None.
(Continued)
94
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(14) 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 Group 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 (revenue) 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 4. The Group 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 three months ended September 30, 2022 Revenue Revenues from external customers Revenues from transactions with other operating segments of the same entity Total segment revenue Reported segment profit or loss |
Acrylonitrile & Acetic Acid $ 1,915,126 - $ 1,915,126 $ (252,215) |
Caprolactam 2,365,087 - 2,365,087 (542,500) |
Other 1,342,252 34,664 1,376,916 2,418,658 |
Adjustment and eliminations - (34,664) (34,664) - |
Total 5,622,465 - |
|---|---|---|---|---|---|
| 5,622,465 | |||||
| 1,623,943 |
(Continued)
95
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| For the three months ended September 30, 2021 Revenue Revenues from external customers Revenues from transactions with other operating segments of the same entity Total segment revenue Reported segment profit or loss For the nine months ended September 30, 2022 Revenue Revenues from external customers Revenues from transactions with other operating segments of the same entity Total segment revenue Reported segment profit or loss Segment assets For the nine months ended September 30, 2021 Revenue Revenues from external customers Revenues from transactions with other operating segments of the same entity Total segment revenue Reported segment profit or loss Segment assets |
Acrylonitrile & Acetic Acid $ 3,468,357 - $ 3,468,357 $ 938,427 $ 7,668,444 - $ 7,668,444 $ (209,922) $ 6,076,921 $ 10,865,972 - $ 10,865,972 $ 2,827,952 $ 4,580,651 |
Caprolactam 3,838,403 - 3,838,403 343,095 8,874,684 - 8,874,684 (735,793) 14,714,781 10,441,133 - 10,441,133 969,029 18,399,027 |
Other 2,086,500 68,835 2,155,335 (129,313) 4,600,709 137,452 4,738,161 1,778,057 118,888,112 4,764,537 228,066 4,992,603 (290,348) 97,607,566 |
Adjustment and eliminations - (68,835) (68,835) - - (137,452) (137,452) - - - (228,066) (228,066) - - |
Total 9,393,260 - |
|---|---|---|---|---|---|
| 9,393,260 | |||||
| 1,152,209 | |||||
| 21,143,837 - |
|||||
| 21,143,837 | |||||
| 832,342 | |||||
| 139,679,814 | |||||
| 26,071,642 - |
|||||
| 26,071,642 | |||||
| 3,506,633 | |||||
| 120,587,244 |
(Continued)
96
CHINA PETROCHEMICAL DEVELOPMENT CORPORATION AND SUBSIDIARIES 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 three months ended September 30, 2022 and 2021 and the nine months ended September 30, 2022 and 2021 were as follows:
| Region | For the three months ended September 30, | For the three months ended September 30, |
|---|---|---|
| 2022 2021 $ 3,010,923 5,820,739 2,309,581 3,530,541 301,961 41,980 $ 5,622,465 9,393,260 For the nine months ended September 30, |
||
| Operating revenue from domestic sales Asia Other (individual area under 10%) Total operating revenue Region |
||
| 2022 $ 12,439,919 8,133,067 570,851 $ 21,143,837 |
2021 16,146,940 9,837,855 86,847 26,071,642 |
|
| Operating revenue from domestic sales Asia Other (individual area under 10%) Total operating revenue |
(d) Major Customers
Customers generating over 10% of total revenue for the three months ended September 30, 2022 and 2021 were as follows:
| Customers | For the three months ended September 30, |
|---|---|
| 2022 2021 $ 558,441 1,054,841 |
|
| 1001 |
Customers generating over 10% of total revenue for the nine months ended September 30, 2022 and 2021 were as follows:
| Customers | For the nine months ended September 30, |
|---|---|
| 2022 2021 $ 2,439,853 3,026,922 |
|
| 1001 |