AI assistant
CSSSC — Annual Report 2022
Jul 3, 2023
51952_rns_2023-07-03_8a3a0503-2ddd-4178-b6e6-3ea8f43409c8.pdf
Annual Report
Open in viewerOpens in your device viewer
Stock Code: 2025
This Annual Report is Available at: 1.http://mops.twse.com.tw 2.http://www.csssc.com.tw
==> picture [84 x 67] intentionally omitted <==
Chien Shing Stainless Steel Co., Ltd.
2022
Annual Report
Printed on May 5, 2023
- I. Name, title, contact number and e-mail of the spokesperson: Name: Shuo-Tang Yeh Title: Chairman
Contact Number: (06) 570-3271
II. Name, title, contact number and e-mail of the acting spokesperson: Name: Ching-Wen Huang Title: Head of Finance Department Contact Number: (06) 570-3271 E-Mail: [email protected]
III. Address and telephone number of the head office and plant: Head office address: No. 222, Industry Road, Madou District, Tainan Tel. No.: (06) 570-3271 Plant address: No. 222, Industry Road, Madou District, Tainan Tel. No.: (06) 570-3271
-
IV. Name, address, website URL, and telephone number of share or corporate bonds certification institution: Name: Stock Agency Department of Horizon Securities Address: 3F, No. 236, Section 4, Xinyi Road, Da'an District, Taipei City Website URL: srd.honsec.com.tw Tel. No.: (02) 2326-8818
-
V. Firm name, address, website URL, telephone number, and the name of the CPA who attested the most recent year's financial report:
Name of CPAs: Jui-Wen Lu, Jui-Yen Tseng
Name of the firm: Diwan & Company
Address: 8F, No. 253, Sec. 3, Dongmen Road, Tainan Website URL: www.diwan.com.tw Tel. No.: (06) 336-6139
-
VI. The name of any exchanges where the company's securities are traded offshore, and the method by which to access information on said offshore securities: None.
-
VII. Company website: http://www.csssc.com.tw
Table of Contents
One. Report to Shareholders
| I. | Business Report 2022------------------------------------------------------------------------------------------------ 1 |
|---|---|
| II. | Summary of the 2023 Business Plan ------------------------------------------------------------------------------ 2 |
| III. | Future development strategy of the company -------------------------------------------------------------------- 2 |
| IV. | Impact from external competitive environment, regulatory environment and general business |
| environment ----------------------------------------------------------------------------------------------------------- 3 | |
| Two. Company Profile ----------------------------------------------------------------------------------------------- 4 | |
| Three. Corporate Governance Report |
| I. | Organizational structure --------------------------------------------------------------------------------------------- 6 |
|---|---|
| II. | Background information of directors, supervisors, the President, vice presidents, assistant vice |
| presidents, and heads of various departments and branches ---------------------------------------------------- 9 | |
| III. | The State of Corporate Governance ------------------------------------------------------------------------------ 16 |
| IV. | Information on attesting CPA professional fees ----------------------------------------------------------------- 41 |
| V. | Information on replacement of certified public accountant ---------------------------------------------------- 41 |
| VI. | Where the company's chairperson, president, or any managerial officer in charge of finance or |
| accounting matters has in the most recent year held a position at the accounting firm of its certified | |
| public accountant or at an affiliated enterprise of such accounting firm: 41 | |
| VII. | Any transfer of equity interests and/or pledge of or change in equity interests by a director, supervisor, |
| managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal | |
| year or during the current fiscal year up to the date of publication of the annual report ------------------- 42 | |
| VIII. | Relationship information, if among the Company's 10 largest shareholders any one is a related party or a |
| relative within the second degree of kinship of another -------------------------------------------------------- 43 | |
| IX. | The total number of shares and total equity stake held in any single enterprise by the company, its |
| directors and supervisors, managerial officers, and any companies controlled either directly or indirectly | |
| by the company ------------------------------------------------------------------------------------------------------ 43 | |
| Four. Information on capital raising activities: | |
| I. | Capital and shares --------------------------------------------------------------------------------------------------- 44 |
| II. | The Company's handling of corporate bonds -------------------------------------------------------------------- 48 |
| III. | The Company's preferred stocks ---------------------------------------------------------------------------------- 48 |
| IV. | Global Depository Receipts ---------------------------------------------------------------------------------------- 48 |
| V. | The status of issue and private placement of employee stock warrants -------------------------------------- 48 |
| VI. | The status of new restricted employee shares ------------------------------------------------------------------- 48 |
| VII. | Basic Information on acquiree and transferee Companies ----------------------------------------------------- 48 |
| VIII. | Matters to be recorded regarding the capital allocation plan -------------------------------------------------- 48 |
Five. Operational Overview
| I. | Business activities --------------------------------------------------------------------------------------------------- 49 | |
|---|---|---|
| II. | Market, production and sales overview -------------------------------------------------------------------------- 51 | |
| III. | Information on employees during the most recent 2 fiscal years or during the current fiscal year up to | |
| the date of publication of the annual report ---------------------------------------------------------------------- 54 | ||
| IV. | Contribution to environmental protection ------------------------------------------------------------------------ 55 | |
| V. | Labor-management relations -------------------------------------------------------------------------------------- 56 | |
| VI. | Major contracts ------------------------------------------------------------------------------------------------------ 58 | |
| Six. | An Overview of the Company's Financial Status |
- I. Condensed balance sheets and statements of comprehensive income for the most recent 5 fiscal years 59 II. Financial analysis for the past five fiscal years------------------------------------------------------------------ 61 III. Audit Committee's Review Report on the Most Recent Annual Financial Report ------------------------- 64 IV. Financial Statement for the Most Recent Year ------------------------------------------------------------------ 65 V. The company or its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report and their impact on the company’s financial situation ----------------------------------------------------------------------------------- 123
Seven. A review and analysis of the Company's financial position and financial performance, and a listing of risks
| I. | Financial situation ------------------------------------------------------------------------------------------------- 124 |
|---|---|
| II. | Financial performance -------------------------------------------------------------------------------------------- 125 |
| III. | Cash flow----------------------------------------------------------------------------------------------------------- 125 |
| IV. | Major capital expenditures in the most recent year and their impact on financial operations ----------- 126 |
| V. | The company's reinvestment policy for the most recent fiscal year, the main reasons for the |
| profits/losses generated thereby, the plan for improving re-investment profitability, and investment | |
| plans for the coming year ---------------------------------------------------------------------------------------- 126 | |
| VI. | Risk evaluation during the most recent fiscal year or during the current fiscal year up to the date of |
| publication of the annual report --------------------------------------------------------------------------------- 126 | |
| VII. | Other important matters ------------------------------------------------------------------------------------------ 129 |
Eight. If any of the situations listed in Article 36, paragraph 2 subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report 129
One. Report to Shareholders
I. Business Report 2022
- (I) Implementation result of the business plan:
In the first half of 2022, the stainless steel market rose first and then fell. Driven by the nickel prices, the prices of stainless steel surged, but not many transactions were made due to downstream cost pressures, and the gap between the market prices and the fundamentals was large, so the prices plummeted, and the stainless steel prices fluctuated and dropped. The demand slowed down in the second half of the year. Although raw material prices recovered and the stainless steel prices gradually stabilized, the market and downstream demand fell short of expectations. Due to low quoted prices of raw materials, not many clients made purchases. Thus, the market remained sluggish.
The Company’s 2022 operating revenue totaled NT$1,231,007 thousand, a decrease of 50.18% from NT$2,470,941 thousand for 2021; the operating loss totaled NT$109,471 thousand, a decrease of NT$413,870 thousand from the gross profit of NT$304,399 thousand for 2021; thus, the net income after tax for 2022 totaled NT$780,657 thousand , representing a 182.52% increase compared to 2021.
(II) Budget implementation status: Not applicable as the Company did not disclose financial forecast information to the public in 2022.
- (III) Financial income and expenses, financial structure and profitability analysis
| Analysis Item | 2022 | 2021 | |
|---|---|---|---|
| Financial income and expenditure |
Net operating income (NT$ thousand) | 1,231,007 | 2,470,941 |
| Operating profit (loss) (NT$ thousand) | (109,471) | 304,399 | |
| Net profit (loss) after tax (NT$ thousand) | 780,657 | 276,324 | |
| Financial structure |
Debt to assets ratio (%) | 3.26 | 64.22 |
| Long-term capital to property, plant and equipment ratio (%) |
375.58 | 203.79 | |
| Profitability | Return on assets (%) |
45.34 | 15.49 |
| Return on equity (%) | 72.09 | 48.77 | |
| Ratio of net income before tax to paid-in capital (%) | 28.81 | 9.83 | |
| Net profit margin (%) | 63.42 | 11.18 | |
| Earnings per share (NT$) | 2.78 | 0.98 |
- 1 -
(IV) Research and Development:
Through research in the cold rolling mill process , the Company is constantly searching for feasible solutions and proprietary technologies to improve the quality and consistency of stainless steel, reduce defect rates, promote real-time production quality feedback and online monitoring, streamline production and maintenance processes, and increase levels of automation. The team has made many breakthroughs over the years and proven itself competent at improving existing production procedures.
II. Summary of the 2023 Business Plan
(I) Business Policy:
The factors of the pandemic, war, inflation, and economic concerns have cause the uncertainties over the global commodity market to rise. According to the International Stainless Steel Federation (ISSF), the stainless steel sector will experience negative growth in 2022 but is estimated to recover in 2023, while the consumption of nickel in the electric vehicle battery sector is estimated to continue to grow. In the long term, supported by the growth of the electric vehicle and its battery market, the demand and prices of nickel will sustain.
As the pandemic gradually slows down, domestic demand for steel from public works and factories and buildings will continue to grow steadily in 2023, and major steel-producing countries will proceed to reduce production, so it is expected to support the supply and demand of steel and prevent the situation from deteriorating. With the continuous launch of infrastructure construction projects, future nickel prices are likely to stabilize, so that stainless steel prices will remain steadfast. With the expectation of product spreads continuing to improve, steel mills and distributors will at the same time receive consistent orders, helping reduce inventory in the domestic market while facilitating the market to support the high price market after the price increase in order to gain profitability. Furthermore, the Company’s operating direction will also be adjusted according to the changes in the market. To seek growth, favorable preparation and plans will be drawn up based on the market evaluation in a bid to respond to the actual situation in the future steel industry.
-
(II) Important production and marketing policies:
-
Apply the price difference of each regional market with flexibility to make the most favorable entry and conversion. The Company is currently expanding its business in Southeast Asia and other markets. By having multiple export sales regions, we hope that old markets can be replaced when there is a change in a single market, increasing flexibility of substitutability.
-
Carry out operational plans thoroughly and strengthen communication with customers while improving after-sales service. New customers will be developed by working closely with traders from all over the world so as to facilitate the deployment of new channels when production increases.
-
With quality being the priority of the Company, we will uphold the spirit of continuous improvement to enhance management.
-
Feedback from our customers will be gathered to improve the defects in the manufacturing
-
process to further increase the quality of our stainless steel. At Chien Shing, we ensure our reputation by insisting on quality before price.
III. Future development strategy of the company
Our customers in the “domestic market” are large-scale processing plants with processing facilities which provide services to downstream and end users or to process for export on their own. Considering the demand for stainless steel coils is relatively stable, the prices and delivery times are crucial as manufactures can easily obtain materials from outside sources due to trade liberalization.
The export markets have been impacted by the pandemic and maritime transport in recent years, and the order volume has gradually declined. Therefore, we aim to proactively develop new clients to maximize the order volume. However, the acquisition of raw materials and the stability of delivery time have a significant impact on export orders, so we are striving for customization to meet clients’ needs and increase sales in various regions.
- 2 -
IV. Impact from external competitive environment, regulatory environment and general business environment
-
Tsingshan, the global stainless steel giant, has established a plant in Indonesia’s nickel mining region. With its proximity to the raw material source Indonesia Tsingshan has gained an obvious price advantage and has captured the global stainless steel market with its low cost advantage to become the main supplier of stainless steel materials in Taiwan, China, and Japan. Each year, Taiwan imports up to 500,000 metric tons of stainless steel from Indonesia Tsingshan, with main importers being Yieh United, Walsin Lihwa, Tang Eng Iron Works and Dong Meng. This has caused a sudden reduction in the steelmaking volume of Taiwan’s upstream steel mills, coupled with the acquisition point of stainless steel scrap established by Tsingshan that aims to purchase stainless steel scrap at a high price. Given the costs of upstream steelmakers continuing to increase, the overall efficiency of steelmaking is not correlative. As a result, purchasing hot rolling semi-finished products from Tsingshan is heavily relied on, which has led Taiwan’s steel industry to become more dependent on imported materials. In the long run, this poses a significant concern.
-
Our Company’s sales are mainly focused on the domestic market, supported by export. In a fiercely competitive environment, we make every effort to stabilize downstream sectors, while being dedicated to promoting cost advantages, production automation, reducing manpower costs, shortening delivery times, reducing inventory costs, enhancing quality, reducing raw material consumption costs, saving energy and reducing fuel costs. We aim to expand business growth with the advantage of multi implemented cost reduction.
-
Due to the rising awareness of environmental protection, high-polluting industries are bound to adopt higher standards. The iron and steel industry is in a dilemma. The iron and steel are indispensable materials for the global low-carbon transition, and because of the large output, the total energy consumption and greenhouse gas emission are large. The pressure for energy conservation and emission reduction is even greater. We understand that there is only one Earth, and proactively commit ourselves to waste and resource reduction, energy efficiency improvement and water source recycling and reuse, so as to fully manage the environment while reducing the impact that production poses on the environment. By positively linking environmental improvement and economic benefits, we are a step closer to sustainable development.
- 3 -
Two. Company Profile
- I. Date of establishment: May 8, 1972
| II. | Company history: | |
|---|---|---|
| October 1978 | Former chairman Mr. Yung-Lin Yeh purchased Chien Shing Stainless Steel Enterprise Co., | |
| Ltd. from Madam Shu-Ying Lin Hsieh et. al., and acquired rolling and annealing equipment to | ||
| support new business activities including processing and manufacturing. | ||
| December 1981 | Increased share capital to NT$10 million. | |
| December 1982 | Re-organized to Chien Shing Stainless Steel Co., Ltd. | |
| December 1984 | Completed a NT$20-million cash issue, increasing share capital to NT$30 million. | |
| May 1985 | Shuo-Tang Yeh succeeded as Chairman. | |
| November 1987 | Completed a NT$90-million cash issue, increasing share capital to NT$120 million. | |
| August 1988 | Completed a NT$78-million cash issue, NT$36 million of which was subscribed by Chiao | |
| Tung Bank, increasing share capital to NT$198 million. | ||
| October 1988 | Set authorized capital at NT$1.1 billion for improved financial structure and to support future | |
| business growth and plant expansions. | ||
| April 1989 | Completed a NT$242 million cash issue, increasing share capital to NT$440 million, and | |
| made public offering. | ||
| March 1990 | Completed a NT$660-million cash issue to finance plant expansion, increasing paid-up capital | |
| to NT$1.1 billion. | ||
| August 1991 | 69KV power delivery began, and the cold rolling mill began trial run. | |
| September 1991 | Commenced trial production. | |
| March 1992 | Completed a NT$550 million cash issue, increasing share capital to NT$1.65 billion. | |
| May 1992 | Cold rolling mill began production. The Company's steel mill investment project received | |
| approval from the Industrial Development Bureau, Ministry of Economic Affairs, to be | ||
| recognized as key investment under Statute for Upgrading Industries. | ||
| September 1992 | The Company's investment project for 400 series BA grade materials was approved as a key | |
| technology project. | ||
| March 1993 | SAN bell type annealing furnace began trial run. | |
| June 1993 | SLL slitting machine began trial run. | |
| SHL leveling and shearing machine began trial run. | ||
| July 1993 | Trial run of SAN bell type annealing furnace completed. | |
| November 1993 | Chairman Shuo-Tang Yeh received recommendation from General Chamber of Commerce | |
| and was approved by the Ministry of Economic Affairs as "Excellent Businessman." | ||
| May 1994 | The Company and person-in-charge Shuo-Tang Yeh were recognized by the Ministry of | |
| Finance as "1994 Trusted Uniform Invoice Issuing Business." | ||
| November 1994 | Trial run of SLL slitting machine completed. | |
| Trial run of SHL leveling and shearing machine completed. | ||
| April 1995 | The Company applied for listing with Taiwan Stock Exchange Corporation. | |
| September 1995 | Board of directors of Taiwan Stock Exchange Corporation (TWSE) approved the Company's | |
| listing application. | ||
| November 1995 | Securities and Futures Commission, Ministry of Finance, approved the Company's TWSE | |
| listing application. | ||
| January 1996 | Capitalization of earnings to increase the capital by NT$165 million and cash capital increase | |
| by NT$385 million, | ||
| with new shares issued, totaling NT$550 million, bringing the paid-in capital to NT$2.2 | ||
| billion. | ||
| February 1996 | Shares of the Company were listed for trading on TWSE. | |
| March 1996 | The Company passed DNV-approved ISO9002 certification. | |
| March 1996 | Founded subsidiary - Chien Ying Investment Co., Ltd. | |
| September 1996 | Capitalized NT$220 million of earnings, increasing share capital to NT$2.42 billion. | |
| June 1997 | Capitalized NT$242 million of earnings, increasing share capital to NT$2.662 billion. | |
| May 1998 | Founded subsidiary - Chien Yi Investment Co., Ltd. | |
| June 1998 | Capitalized NT$266.2 million of capital reserve and earnings, increasing share capital to | |
| NT$2,928.2 million. | ||
| March 1999 | Founded subsidiary - Chien Ting Investment Co., Ltd. | |
| August 1999 | Capitalized NT$146.41 million of capital reserve, increasing share capital to NT$3,074.61 | |
| million. | ||
| June 2000 | The second annealing and acid wash production line commenced trial run. | |
| August 2000 | Capitalized NT$153.7305 million of capital reserve and earnings, increasing share capital to | |
| NT$3,228,340,500. | ||
| December 2001 | The second cold rolling machine began trial run. | |
| July 2003 | Founded subsidiary - Qianding International Limited (SAMOA). | |
| June 2004 | The Ministry of Economic Affairs approved conversion of 55,965,950 shares from convertible | |
| corporate bonds, increasing share capital to NT$3,788 million. | ||
| November 2005 | Subsidiary Qianding International Limited (SAMOA) invested into Qianding Stainless Steel | |
| (Vietnam) Limited. | ||
| September 2008 | Subsidiary Qianding International Limited (SAMOA) ceased investment in Qianding Stainless | |
| Steel (Vietnam) Limited. |
- 4 -
| June 2009 | Received correspondence from the government of Vietnam to remove registration of Qianding |
|---|---|
| Stainless Steel (Vietnam) Limited. | |
| August 2009 | Typhoon Morakot caused damage to some of the Company's equipment, but was repaired |
| within one year's time. | |
| December 2011 | Subsidiary Chien Ting Investment Co., Ltd. was renamed Motory Mate Technology Co., Ltd. |
| and had business activities changed. | |
| April 2012 | Founded subsidiary - Qianding International Limited (BVI) |
| December 2012 | Completed research and development of the Company's first electric motorcycle, and obtained |
| safety certification as general moped from Ministry of Transportation and Communication as | |
| well as the approval to be driven on road. | |
| June 2014 | Completed dissolution of subsidiary - Qianding International Limited (BVI). |
| December 2014 | Completed dissolution of subsidiary - Qianding International Limited (SAMOA). |
| February 2016 | Following a resolution made in board of directors meeting dated February 3, 2016, the |
| Company filed a request for restructuring and injunction with Taiwan Tainan District Court. | |
| The court approved the injunction on February 15, at which time the Company's shares were | |
| suspended from trading. | |
| March 2016 | Following appeals raised by creditor banks, the Company received the court's decision to |
| withdraw the injunction and remand the case. Trading of the Company's shares resumed on | |
| March 16, 2016. | |
| September 2016 November 2017 |
The court's decision to withdraw injunction during and before the Company's restructuring was effected. The Company and its 100%-owned subsidiaries, namely Chien Ying Investment Co., Ltd., Chien Yi Investment Co., Ltd., and Motory Mate Technology Co., Ltd., completed a simple merger on November 27, 2017 pursuant to board of directors' |
| resolution and Article 19 of Business Mergers And Acquisitions Act. Change of company registration was approved by the | |
| Ministry of Economic Affairs on January 4, 2018. |
- 5 -
Three. Corporate Governance Report
-
I. Organizational structure
-
(I) Organizational structure
Chien Shing Stainless Steel Co., Ltd. - Organizational Chart
==> picture [496 x 442] intentionally omitted <==
----- Start of picture text -----
Shareholders' Meeting
Remuneration
Committee
Audit Office Board of
Directors
Audit Committee
Chairman Chairman's Corporate Governance
Office Officer
President’s Office
Work Safety Electric Vehicle Cold Rolling Administrative Treasury
Office Plant Mill Division Division
Packaging & Production Procedures Business Section Accounting
Testing Section Section General Affairs Section
Quality Assurance Rolling Section Section Finance Section
Section Instruments & Electrical IT Section
Production Section Quality Assurance
Management Environmental Section
Section Protection & Industrial
After-sale Service Safety Team
Section Utilities Section
Product Production Management
Development Section
Section Maintenance Section
----- End of picture text -----
- 6 -
(II) Responsibilities of main departments:
| Department | Main responsibilities |
|---|---|
| Audit Office | Conducts review and assessment on whether internal management system and internal accounting system have been effectively implemented, and performs appropriate evaluation on whether each department performs its duties in an efficient manner. |
| Corporate Governance Officer |
1. Providing directors with the company information they need and maintaining smooth communication between directors and managers in each department. 2. Arranging communication meetings between independent directors and the chief internal auditor or certified public accountants (CPAs). 3. Arranging courses for independent directors and general directors according to the Company's industry characteristics and their education backgrounds and experience. 4. Reporting the Company's corporate governance business to the Board of Directors, independent directors, and the Audit Committee and confirming if the shareholders' meetings or board meetings are in compliance with applicable laws and corporate governance principles. 5. Assisting and reminding directors of the laws and regulations that should be observed when performing duties or adopting resolutions at board meetings. 6. Reviewing the release of material information on important resolutions adopted by the Board of Directors after each board meeting, to ensure the legality and correctness of the content of the material information. 7. Notifying directors no later than seven days before drafting the agenda of a board meeting and providing them with meeting materials; reminding them of recusing themselves due to a conflict of interest, if any, in advance and completing board meeting minutes within 20 days after a board meeting. 8. Completing the registration of the date of a shareholders’ meeting according to the law beforehand, preparing a meeting notice, the meeting handbook, and meeting minutes prior to a deadline required by law, and completing the change registration in the case of amendment to the Articles of Incorporation or an election of all directors. |
| Treasury Division | Consolidates and coordinates functions of the Finance Section and Accounting Section to achieve financial stability, and to ensure reliability and completeness of accounting information. |
| Finance Section | Responsible for sourcingand use of capital,and management of bankingrelationship. |
| Accounting Section |
Responsible for accounting, asset management, and operational analysis. |
| Administrative Division |
Management, coordination, and supervision of tasks between General Affairs Section, Business Section, Quality Assurance Section,and IT Section. |
| Business Section | Responsible for matters concerningdomestic and export sales. |
| General Affairs Section |
Establishment, amendment, and interpretation of personnel management policies, and handling of sundry affairs. Devises procurement plan based on production plan, equipment plan, and procurement order of the Cold Rolling Mill, and inquires, compares, negotiates, and estimates prices with domestic and foreign material suppliers. |
| IT Section | Responsible for the planning and execution of IT development; planning, maintenance, and management of computer equipment; and handlingof inter-departmentpurchase of computer equipment within the Company. |
| Quality Assurance Section |
Quality inspection and control of finished and semi-finished goods in the steel rolling process; retention of customers' complaint/claim records for future improvement;andpreparingstatistical analyses on customers' orders(and complaints/claims). |
| Cold Rolling Mill | Devises production plan in line with sales plan and the Company's policies; ensures effective control over production elements, optimal coordination of manpower and supplies for production activities, and proper inventory management in an economical yet effective way; and produces raw materials, supplies, and finished goods at the right quality, quantity, and value in a timely manner to achieve the Company'sproduction and salesgoals. |
| Production Procedures Section |
1. Soft annealing for SUS 300 series hot-rolled coil steel, and sand blast and acid wash for SUS 300 and 400 series. 2. Performs intermediate annealing. (Stress relieving, recrystallization) 3. Performs the final annealing and acid wash on cold-rolled coil steel to eliminate hardening of the rolled material and to ensure evenness of steel sheet structure. |
| Rolling Section | Rolling of hot-rolled and cold-rolled coil steel after acid wash, including first and second rolling, in order to produce cold-rolled coil steel of the right size, and of the right thickness as specified by customer; and ensures surface quality and shape of the finished coil steel. |
| Instruments & Electrical Section |
Ensures that instruments and electrical equipment of the Cold Rolling Mill operate at the optimal state, using the least time-consuming, most cost-efficient, safest, and most productive methods. |
- 7 -
| Environmental Protection & Industrial Safety Team |
Plans environmental protection-related activities to comply with environmental standards and improve quality of the environment; promotes certification for ISO 14000 - Environmental Protection; oversees worker safety and health to prevent occupational hazard; protects workers' health and safety; creates a safe operating environment; and ensures reasonable terms of employment for workers. |
|---|---|
| Utilities Section | Ensures consistent and timely supply of energy and indirect materials needed to support production activities and accomplish the Company's operationalgoals,usingthe most economical and effective methods. |
| Production Management Section |
Devises production plan in line with sales plan and the Company's policies; ensures effective control over production elements, optimal coordination of manpower and supplies for production activities, and proper inventory management in an economical yet effective way; and produces raw materials, supplies, and finished goods at the right quality, quantity, and value in a timely manner to achieve the Company'sproduction and salesgoals. |
| Maintenance Section |
Repair, causal analysis, and prevention of machinery malfunction. |
| Electric Vehicle Plant |
Packaging & Testing Section: 1. Testing of cells and BMS circuit protection. 2. Testing of finished battery and charge-discharge learning. 3. Battery classification management; maintenance and operation of test equipment. 4. Maintenance/repair of malfunctioned goods and protection circuitry, and communication and coordination during the authority's inspection. 5. Mass packaging, connection, wiring, and enclosure processing for the main battery production line. 6. Assembly of accessories and secondary parts. (1) After-sale Service Section: A. Devises sales plan and handles sale of finished goods. B. Handling of sales proceeds. C. Communication and arrangement of shipment loading and delivery. D. Review of distributor contract details and consolidation of distribution requirements. E. Handling and response of customer complaint. F. Establishment of sales targets and profit plans. (2) Product Development Section: A. Project planning and gathering of market information. B. Design drawing and research, development, and modification of electrical control system. C. Research, development, and modification of mechanical structures and related projects. D. Management of molds and mold schematics. E. Modification of mass production and test molds; contact with mold-related suppliers. F. Elimination of mold-related technical issues. G. Design of battery structure and wiring. H. Design of BMS circuit protection. I. Development of applications, parts, and accessories. J. Development of enclosure jigs and molds, and design of schematics and technical information. K. Elimination of technical issues. |
| Work Safety Office |
Oversees worker safety and health issues within the Company, and reduces risk and cost of occupational hazard. |
- 8 -
-
II. Background information of directors, supervisors, the President, vice presidents, assistant vice presidents, and heads of various departments and branches
-
(I) Background information of directors and supervisors
-
Directors:
1. Directors: |
1. Directors: |
1. Directors: |
1. Directors: |
1. Directors: |
1. Directors: |
1. Directors: |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| April 17,2023 | ||||||||||||||||||||
| Title | Name (Note 1) | Gender/Age | Nationality or place of registration |
Date first elected |
Date elected (appointed) |
Service term |
Shareholding when elected |
Current shareholding | Shareholding of spouse and underage children |
Shares held by proxy | Main career (academic) achievements |
Concurrent duties in the Company and in other companies |
Spouse or relatives of second degree or closer acting as manager, director or supervisor |
Remarks | ||||||
| No. of shares |
Shareholding Ratio |
No. of shares |
Shareholding Ratio |
No. of shares |
Shareholding Ratio |
No. of shares |
Shareholding Ratio |
Title | Name | Relations | ||||||||||
| Chairman | Shuo-Tang Yeh | Male 71 - 75 years old |
The Republic of China |
1994.06.07 | 2021. 08.12 | 3 years | 20,046,540 | 7.13% | 20,046,540 | 7.13% | 4,777,439 | 1.70% | 0 | 0 | Tainan Commercial Vocational Senior High School |
Chien Shing Construction Co., Ltd. - Chairman Chien Shing Investment Co., Ltd. - Chairman Shin Shin Development Co., Ltd.-Chairman |
Director | Hung-Ting Yeh |
Father/Son | The Chairman and the President served by the same person (Note 2) |
| Director | Chien Shing Investment Co., Ltd. |
The Republic of China |
2015.04.21 | 2021. 08.12 | 3 years | 4,944,000 | 1.76% | 9,529,000 | 3.39% | 0 | 0 | 0 | 0 | Not applicable | Not applicable. | Not applicable. | ||||
| Representative: Su-Chu Wang |
Female 61 - 65 years old |
The Republic of China |
2020.06.23 | 2021. 08.12 | 3 years | Not applicable. |
0 | 0 | 0 | 0 | 0 | 0 | 0 | Department of International Trade, Providence College of Arts and Sciences for Women |
King Wan Chemical - Accounting Supervisor Chien Shing Investment Co., Ltd. - Director Shin Shin Development Co., Ltd.- Director |
None | None | None | ||
| Director | Chien Shing Construction Co., Ltd. |
The Republic of China |
2015.04.21 | 2021. 08.12 | 3 years | 9,241,347 | 3.29% | 9,241,347 | 3.29% | 0 | 0 | 0 | 0 | Not applicable | Not applicable. | Not applicable. | ||||
| Representative: Tsai-Yun Yeh |
Female 66 - 70 years old |
The Republic of China |
December 29, 2022 |
December 29, 2022 |
1 year and 8 months |
Not applicable. |
0% | 1,764 | 0% | 0 | 0 | 0 | 0 | Shihjia Junior High School |
Chien Shing Construction Co., Ltd. - Director Shin Shin Development Co., Ltd. - Director |
None | None | None | ||
| Director | Wei-Zheng Yang | Male 36 - 40 years old |
The Republic of China |
2021. 08.12 | 2021. 08.12 | 3 years | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Major in Accounting and E-Commerce, Auckland University |
Cheng Ying Stainless Steel Trading Ltd. Responsible Person and CEO |
None | None | None | |
| Independent Director |
Ying-Ying Yang | Female 61 - 65 years old |
The Republic of China |
2016.02.03 | 2021. 08.12 | 3 years | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Department of Mathematics, Soochow University |
Chun Li Technical Co., Ltd. Chairman |
None | None | None | |
| Independent Director |
Yi-Hung Chen | Male 46 - 50 years old |
The Republic of China |
2020.06.11 | 2021. 08.12 | 3 years | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Department of Civil Engineering, Chung Hua University |
Hong Yun Fa Real Estate Development Co., Ltd. - Deputy Manager of Sales Department |
None | None | None |
Note 1: Hsiao, Jin-Chuan, one of the independent directors, took office on June 14, 2022 and resigned on November 7, 2022.
Note 2: On December 29, 2022, Hung-Ting Yeh, the representative of Chien Shing Construction Co., Ltd., was replaced with Tsai-Yun Yeh.
- 9 -
-
Note 3: In situations where the Company's President or manager of the highest equivalent grade is the same person as or a spouse or first-degree relative of the Chairman, additional explanation will be provided on the reasons, rationality, and necessity of such an arrangement and any response measures taken (such as introduction of independent directors); furthermore, additional disclosures will also be made on whether more than half of directors are involved in concurrent duty as employees or managers.
-
(1) The Chairman concurrently assumes the position of President for enhanced operational efficiency and better execution of decisions; meanwhile, the Company is training for suitable personnel to succeed the President role to ensure independence of the board of directors. The Chairman also communicates regularly with directors about the Company's operations, plans, and strategies as a sound corporate governance practice. In the future, the Company plans to increase the number of independent director seats to better support the board of directors in various duties and supervisory functions.
-
(2) Existing independent directors possess expert knowledge on finance and accounting, and are able to perform supervisory duties effectively.
-
(3) No more than half of board members are involved in concurrent duty as employees or managers.
-
(4) Independent directors are able to discuss important issues and present recommendations to the board of directors through involvement in various functional committees, and therefore contribute to corporate governance.
2. Major shareholders of corporate shareholders:
| ajor shareholders of corporate shareholders: | ajor shareholders of corporate shareholders: |
|---|---|
| December 31,2022 | |
| Name of corporate shareholder | Major shareholders of corporate shareholders |
| Chien Shing Construction Co., Ltd. |
Shuo-Tang Yeh (46.89%), Chien Shing Investment Co., Ltd.(33.91%), Pin Yeh Chen (19.11%), Hung-Ting Yeh (0.05%), Ya-ChingYeh(0.04%) |
| Chien Shing Investment Co., Ltd. |
Shin Shin Development Co., Ltd. (58.19%), Ya-Ching Yeh (27.32%), Shuo-Tang Yeh (5%), Pin-Yeh Chen (4%), Hung-Ting Yeh(3.06%),Tien-En Yeh(2.43%) |
3. Key shareholders of major corporate shareholders
December 31, 2022
December 31,2022 |
|
|---|---|
| Name of corporate entity | Corporate entity's major shareholders |
| Chien Shing Investment Co., Ltd. | Shin Shin Development Co., Ltd. (58.19%), Ya-Ching Yeh (27.32%), Shuo-Tang Yeh (5%), Pin-Yeh Chen (4%), Hung-Ting Yeh (3.06%), Tien-En Yeh (2.43%) |
| Shin Shin Development Co., Ltd. | Chien Shing Investment Co., Ltd. (74.92%), Hung-Ting Yeh (24.28%), Ya-Ching Yeh(0.4%), Shuo-Tang Yeh (0.4%) |
- 10 -
4. Director's profile:
| 4. Director's profile: | |||
|---|---|---|---|
| Criteria Name (Note 1) |
Professional qualification and experience |
Independence | Number of concurrent roles as independent director in other public companies |
| Director - Shuo-Tang Yeh |
Founder of Chien Shing, and engaging in steel industry for more than half of a century. Since the foundation of Chien Shing, he has served as the chairman, and very capable in terms of business judgement, knowledge to the steel industry, and management. |
1. Chairman and President of the Company 2. Chairman of affiliates (Chien Shing Construction, Chien Shing Investment, Shin Shin Development) 3. Holding more than 5% of stake, and the spouse is also on of the top ten major shareholders. 4. Father of another director, Hung-Ting Yeh. 5. Not in any of the circumstance stated in Article 30 of The Company Act |
0 |
| Director, Su-Chu Wang | One of the female directors. Graduated from Department of International Trade, Providence University. Served as a secretary in Chian-Shuo Metal, and currently serving as the Accounting Manager of Jin-Won Chemical Engineering Corp. Her education and background bring her good international perspectives. |
1. Director of affiliates (Chien Shing Investment and Shin Shin Development). 2. One of the top ten corporate shareholders, Chien Shing Investment Co., Ltd., appoints her as the representative. 3. Not in any of the circumstance stated in Article 30 of The Company Act 4. Elected to be the director as the representative of a corporate shareholder. |
0 |
| Director - Tsai-Yun Yeh |
Director of Chien Shing Construction and Shin Shin Development. |
1. Director of affiliates (Chien Shing Construction and Shin Shin Development). 2. One of the top ten corporate shareholders, Chien Shing Construction Co., Ltd., appoints him as the representative. 3. Not in any of the circumstance stated in Article 30 of The Company Act 4. Elected to be the director as the representative of a corporate shareholder. |
0 |
| Director - Wei-Zheng Yang |
Double major in Accounting and E-Commerce in Auckland University; served as Product Sales Representative in Asia for PRODAC N.V, and Product Manager in Nik Kang Metals Enterprise. Owning marketing experience in the steel industry, with educational background in accounting. Currently serving as the Chairman and CEO of Cheng Ying Stainless Trading Ltd. |
1. I am Person in Charge and CEO of Cheng Ying Stainless Trading Ltd., which is not an affiliate of the Company, nor having any financial or business relationship with the Company 2. Not in any of the circumstance stated in Article 30 of The Company Act. |
0 |
- 11 -
| Independent Director - Ying-Ying Yang |
One of the female directors. Graudated from Department of Mathematics, Soochow University, and worked in the securities sector for more than two decades. Very sensitive to figures, with experience in accounting, financial analysis and management. Currently serving as the Chairman of Chun Li Technical Co., Ltd. |
1. I am the Chairman of Chun Li Technical Co., Ltd., which is not an affiliate of the Company, nor having any financial or business relationship with the Company 2. Not in any of the circumstance stated in Article 30 of The Company Act. |
0 |
| Independent Director - Yi-Hung Chen |
Graduated from Department of Civil Engineering, Chung Hua University; currently serving as the Vice Manager of a real-estate development company; used to serve as a deputy chief of a steel plant, with the industrial knowledge to the steel and real estate industries. |
1. I am Deputy Manager of Sales Department of Hong Yun Fa Real Estate Development Co., Ltd., which is not an affiliate of the Company, nor having any financial or business relationship with the Company 2. Not in any of the circumstance stated in Article 30 of The Company Act. |
0 |
Note 1: Hsiao, Jin-Chuan, one of the independent directors, resigned on November 7, 2022; in addition, Hung-Ting Yeh, the representative of Chien Shing Construction Co., Ltd., was replaced with Tsai-Yun Yeh on November 29, 2022.
- 12 -
(II) Background information of the President, vice presidents, assistant vice presidents, and heads of various departments and branches
departments and branches |
departments and branches |
departments and branches |
departments and branches |
departments and branches |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| April 17,2023 | ||||||||||||||||
| Title | Nationality | Name | Gender | Date elected (appointed) |
Current shareholding | Shareholding by spouse or dependents |
Shares held by proxy |
Main career (academic) backgrounds |
Concurrent positions in other companies |
Spouse or relatives of second degree or closer actingas managers |
Remarks | |||||
| No. of shares |
Shareholding Ratio |
No. of shares |
Shareholding Ratio |
No. of shares |
Shareholding percentage |
Title | Name | Relationship | ||||||||
| President | The Republic of China |
Shuo-Tang Yeh |
Male | 2014.10.01 | 20,046,540 | 7.13% | 4,777,439 | 1.70% | 0 | 0 | Tainan Commercial Vocational Senior High School |
Chien Shing Construction Co., Ltd. Company’s chairman Chien Shing Investment Co., Ltd. Company’s chairman Shin Shin Development Co., Ltd. Company’s chairman |
None | None | None | The President and the Chairman served by the same person (Note 1) |
| Treasury Division Department Head |
The Republic of China |
Ching-Wen Huang |
Female |
November 7, 2022 |
0 | 0 | 0 | 0 | 0 | 0 | Southern Taiwan University of Science and Technology EMBA Southern Taiwan University of Science and Technology |
None | None | None | None | |
| Acting Deputy Plant Manager of Cold Rolling Mill |
The Republic of China |
Chih-Ling Ho |
Male | 2021.09.01 | 0 | 0 | 0 | 0 | 0 | 0 | National Tseng-Wen Agricultural and Industrial High School Department of Micro-computer Maintenance |
None | None | None | None | |
| Senior Supervisor of Cold Rolling Mill |
The Republic of China |
Ming-Da Li | Male | 2021.09.01 | 0 | 0 | 0 | 0 | 0 | 0 | Department of Electrical Engineering, Southern Taiwan University of Science and Technology Optoelectronic Semiconductor Section |
None | None | None | None |
Note 1: In situations where the company's President or manager of the highest equivalent grade is the same person as or a spouse or first-degree relative of the Chairman, please explain the reasons, rationality and necessity of such an arrangement and any response measures taken, such as introduction of independent directors. Furthermore, disclose whether more than half of directors are involved in concurrent duty as employees or managers. (1) The Chairman concurrently assumes the position of President for enhanced operational efficiency and better execution of decisions; meanwhile, the Company is training for suitable personnel to succeed the President role to ensure independence of the board of directors. The Chairman also communicates regularly with directors about the Company's operations, plans, and strategies as a sound corporate governance practice. In the future, the Company plans to increase the number of independent director seats to better support the board of directors in various duties and supervisory functions. (2) Existing independent directors possess expert knowledge on finance and accounting, and are able to perform supervisory duties effectively. (3) No more than half of board members are involved in concurrent duty as employees or managers.
(4) Independent directors are able to discuss important issues and present recommendations to the board of directors through involvement in various functional committees, and therefore contribute to corporate governance. Note 2: Chih-Kuan Yeh, one of the Vice Presidents, took office on June 1, 2022 and discharged from the position on September 1, 2022. Note 3: Li-Yun Chiu, Head of the Finance Department, discharged from the position on August 12, 2022, and Ching-Wen Huang took over on November 7, 2022.
Note 4: Wen-Ji Su, Corporate Governance Officer, was discharged from the position on February 10, 2023.
- 13 -
(III) Remuneration to Directors, the President, and Vice Presidents
- Remuneration to Directors (including Independent Directors):
Unit: NT$ thousand; %
| Title | Name | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Sum of A, B, C, and D as a % of the net income after tax |
Sum of A, B, C, and D as a % of the net income after tax |
Remuneration received for s | Remuneration received for s | Remuneration received for s | Remuneration received for s | erving as an employee concurrently | erving as an employee concurrently | erving as an employee concurrently | erving as an employee concurrently | The sum of A, B, C, D, E, F, and G as a percentage of net income after tax (%) |
The sum of A, B, C, D, E, F, and G as a percentage of net income after tax (%) |
Remuneration from investees other than subsidiaries or from the parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) |
Severance and pension (B) |
Remuneration to directors (C) |
Fees for services rendered (D) |
Remuneration, bonus, and allowance (E) |
Severance and pension (F) |
Employee remuneration (G) | ||||||||||||||||
| The Company | All companies included in the financial reports |
The Company | All companies included in the financial reports |
The Company | All companies included in the financial reports |
The Company | All companies included in the financial reports |
The Company | All companies included in the financial reports |
The Company | All companies included in the financial reports |
The Company | All companies included in the financial reports |
The Company | All companies included in the financial reports |
The Company |
All companies included in the financial reports |
|||||
| Cash Amount |
Stock Amount |
Cash Amount |
Stock Amount |
|||||||||||||||||||
| Director | Shuo- Tang Yeh |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | None |
| Director | Hung- Ting Yeh |
2019 | 2019 | 0 | 0 | 0 | 0 | 120 | 120 | 0.03 | 0.03 | 475 | 475 | 22 | 22 | 0 | 0 | 0 | 0 | 0.10 | 0.10 | None |
| Director | Wei- Zheng Yang |
2019 | 2019 | 0 | 0 | 0 | 0 | 120 | 120 | 0.03 | 0.03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.03 | 0.03 | None |
| Director | Su-Chu Wang |
2019 | 2019 | 0 | 0 | 0 | 0 | 120 | 120 | 0.03 | 0.03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.03 | 0.03 | None |
| Independent Director |
Hsiao, Jin-Chuan |
43 | 43 | 0 | 0 | 0 | 0 | 50 | 50 | 0.01 | 0.01 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.01 | 0.01 | None |
| Independent Director |
Ying- Ying Yang |
2018 | 2018 | 0 | 0 | 0 | 0 | 120 | 120 | 0.03 | 0.03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.03 | 0.03 | None |
| Independent Director |
Yi-Hung Chen |
2018 | 2018 | 0 | 0 | 0 | 0 | 120 | 120 | 0.03 | 0.03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.03 | 0.03 | None |
| 1. Please specify the policy, system, criteria and structure for the payment of remuneration to independent Directors, and the relevance of the amount of remuneration to the responsibilities, risks and time commitment of the independent directors: The independent Directors of the Company do not receive performance bonuses or remuneration for directors and supervisors, except for a fixed monthly transport allowance. 2. Remuneration received by directors for providing service to any company included in the financial statements (e.g. consultancy service without the title of an employee) in the last year, except those disclosed in the above table: None. |
-
Note 1. Hung-Ting Yeh, the representative of Chien Shing Construction Co., Ltd., was replaced with Tsai-Yun Yeh on December 29, 2022;
-
Hsiao, Jin-Chuan was elected as an independent director at the general shareholders' meeting on June 14, 2022 and resigned on November 7, 2022.
-
Pension (F) is the amount of pension contribution in accordance with the “Labor Pension Act” and the “Labor Standards Act” for 2022.
- 14 -
2. Remuneration to presidents and vice presidents
Unit: NT$ thousand
| Title | Name | Salary (A) | Salary (A) | Pension (B) | Pension (B) | Bonuses, special allowances, etc. (C) |
Bonuses, special allowances, etc. (C) |
Remuneration to employees (D) | Remuneration to employees (D) | Remuneration to employees (D) | Remuneration to employees (D) | The sum of A, B, C and D as a percentage of net income after tax (%) |
The sum of A, B, C and D as a percentage of net income after tax (%) |
Remuneration from investees other than subsidiaries or from the parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company |
All companies included in the financial reports |
The ~~C~~ompan |
y All companies included in the financial reports |
The Company |
All companies included in the financial reports |
The Company |
All companies included in the financial reports |
The ~~C~~ompany |
All companies included in the financial reports |
|||||
| Cash Amount |
Stock Amount |
Cash Amount |
Stock Amount |
|||||||||||
| President | Shuo-Tang Yeh |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | None |
| Vice President | Chih-Kuan Yeh |
300 | 300 | 18 | 18 | 0 | 0 | 0 | 0 | 0 | 0 | 0.04 | 0.04 | None |
Note: Vice President Chih-Kuan Yeh resigned on September 1, 2022.
- Top 5 executives with the highest remuneration
Unit: NT$ thousand
| Unit: NT$ | Unit: NT$ | thousand | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Salary (A) | Pension (B) | Bonuses, special allowances, etc. (C) |
Remuneration to employees (D) | The sum of A, B, C and D as a percentage of net income after tax (%) |
Remuneration from investees other than subsidiaries or from the parent company |
|||||||
| The Company |
All companies included in the financial reports |
The Company |
All companies included in the financial reports |
The Company |
All companies included in the financial reports |
The Company | All companies included in the financial reports |
The Company |
All companies included in the financial reports |
|||||
Cash Amount |
Stock Amount |
Cash Amount |
Stock Amount |
|||||||||||
| Senior Supervisor of Cold Rolling Mill |
Ming-Da Li | 840 | 840 | 59 | 59 | 96 | 96 | 0 | 0 | 0 | 0 | 0.13 | 0.13 | None |
| Corporate Governance Officer |
Wen-Ji Su | 775 | 775 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.10 | 0.10 | None |
| Acting Deputy Plant Manager of Cold Rolling Mill |
Chih-Ling Ho |
663 | 663 | 44 | 44 | 83 | 83 | 0 | 0 | 0 | 0 | 0.10 | 0.10 | None |
| Head of Finance Department |
Li-Yun Chiu | 582 | 582 | 32 | 32 | 0 | 0 | 0 | 0 | 0 | 0 | 0.08 | 0.08 | None |
| Head of Finance Department |
Ching-Wen Huang |
204 | 204 | 27 | 27 | 13 | 13 | 0 | 0 | 0 | 0 | 0.03 | 0.03 | None |
| Chairman | Shuo-Tang Yeh |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | None |
Note: Li-Yun Chiu, Head of Finance Department, resigned on August 12, 2022.
-
(IV) Separately compare and describe total remuneration, as a percentage of net income stated in the individual financial reports, during the past 2 fiscal years to directors, presidents, and vice presidents, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure:
-
1.Analysis of total remuneration paid to Directors, the President, and Vice Presidents of the Company as a percentage of net income after tax as stated in the individual financial reports
| 2022 | 2021 | |
|---|---|---|
| Net income (loss) after income tax (NT$thousand) | 780,657 | 276,324 |
| Percentage of remuneration to directors | 0.22% | 0.57% |
| Percentage of remuneration to presidents and vice presidents | 0.04% | 0 |
- 15 -
-
Analysis and description of remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure:
-
The Company's policy for remuneration to directors and managerial officers is based on the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange”, and is determined by the Company’s Remuneration Committee with reference to the standard payment of peer industries with consideration of personal performances, the Company's operational performance and future risks.
III. The State of Corporate Governance:
(I) The state of operations of the Board of Directors’ meeting
During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a total of 6 Board of Directors’ meetings were held (A); below is the attendance of directors/supervisors:
| Title | Name | Actual Attendance (B) |
Proxy Attendance | Percentage of actual attendance (%) (B/A) |
Remarks |
|---|---|---|---|---|---|
| Chairman | Shuo-Tang Yeh | 6 | 0 | 100 | |
| Director | Chien Shing Construction Co., Ltd. Representative: Hong-Ting Yeh |
6 | 0 | 100 | |
| Director | Wei-ZhengYang | 6 | 0 | 100 | |
| Director | Chien Shing Investment Co., Ltd. Representative: Su-Chu Wang |
6 | 0 | 100 | |
| Independent Director |
Yi-Hung Chen | 6 | 0 | 100 | |
| Independent Director |
Hsiao, Jin-Chuan | 1 | 1 | 50 | Resigned on November 7, 2022 |
| Independent Director |
Ying-Ying Yang | 6 | 0 | 100 | |
| Other information required: I. For Board of Directors meetings that meet any of the following descriptions, state the date, session, the discussed agenda, independent directors' opinions and how the company has responded to such opinions: (一) Matters listed in Article 14-3 of the Securities and Exchange Act:Date of Board Meeting Session Motion Content Opinions of independent directors The Company’s response to such opinions March 25, 2022 2nd board meeting in 2022 1. Proposed amendments to certain provisions in the Company's “Articles of Incorporation”. 2. Release of the Company’s Directors from non-compete clauses. 3. Proposed amendments to certain provisions of the Company's "Procedures for the Acquisition or Disposal of Assets". 4. Proposed formulation of the Company's "Code of Conduct for Integrity Management" and "Procedures and Code of Conduct Guidelines for Integrity Management". 5. Motion for the Company's 2021 internal control system declaration. 6. Motion for the appointment and independence evaluation of the Company's attesting CPAs. 1. No comment 2. In accordance with the principle on the avoidance of conflicts of interest, the independent Director Ying-Ying Yang and Director Wei-Zheng Yang recused themselves from the meeting. The motion is passed |
- 16 -
| May 11, 2022 | 3rd board meeting in 2022 |
1. Motion to sell the land at land lot 5, Magong Section, Madou District, Tainan City. 2. Motion to sell three parcels of land at land lots 601, 601-1, and 601-2 of the Caohu Section, Annan District, Tainan City. 3. Motion for the appointment of a vice president. |
1. Chairman Shuo-Tang Yeh recused himself from the motion due to a conflict of interest, and he designated Hung-Ting Yeh, the representative of a corporate director, to act as the acting chair . 2. No comment |
The motion is passed |
|---|---|---|---|---|
| August 5, 2022 |
4th board meeting in 2022 |
1. Replacement of the Company’s head of audit and head of the Finance Department. |
Without an opinion |
The motion is passed |
| November 7, 2022 |
5th board meeting in 2022 |
1. Replacement of the Company’s head of the Finance Department, chief accounting officer, and acting spokesperson. 2. Replacement of the Company’s head of audit. |
Without an opinion |
The motion is passed |
| December 21, 2023 |
6th board meeting in 2022 |
1. Motion to invest in the stocks of TWSE/TPEX listed companies to flexibly use financial funds and increase earnings. 2. Motion to sell the stocks of the TWSE/TPEX listed company currently held. |
Without an opinion |
The motion is passed |
| February 6, 2023 |
1st board meeting in 2023 |
1. Motion to sell the land at land lot 5-1, Magong Section, Madou District, Tainan City. 2. Motion to sell the land at land lot 491, Pitou Section, Madou District, Tainan City (including a two-story building on the ground that is not registered for preservation and the substation facility), pending the completion of an application for the 22.8KV feeder before sale. 3. Motion for investment income/loss between December 28, 2022 and January 31, 2023 as the Board of Directors resolved a decision, on December 21, 2022, to delegate the Chairman to trade the TWSE/TPEx listed stocks held at his own discretion. 4. Motion for reallocation for investment in TWSE/TPEx listed stocks. |
Without an opinion |
The motion is passed |
| March 14, 2023 |
2nd board meeting in 2023 |
1. Motion for reallocation for investment in TWSE/TPEx listed stocks. 2. Motion for the Company's 2022 internal control system declaration. 2. Motion for the appointment and independence evaluation of the Company's CPAs. |
Without an opinion |
The motion is passed |
- 17 -
| discussed, reason | s for the required recusal, and participation in the voting process. Name of director Motion Content Reason for recusal due to conflict of interest and participation in the voting process Wei-Zheng Yang Ying-Ying Yang Release of the Company’s Directors from non-compete clauses. Director Wei-Zheng Yang and independent Director Ying-Ying Yang recused themselves from the case and did not participate in the voting to avoid conflicts of interest. Shuo-Tang Yeh Motion for the appointment of a vice president. The Chairman Shuo-Tang Yeh recused himself from the case and did not participate in the voting to avoid conflicts of interest. |
s for the required recusal, and participation in the voting process. Name of director Motion Content Reason for recusal due to conflict of interest and participation in the voting process Wei-Zheng Yang Ying-Ying Yang Release of the Company’s Directors from non-compete clauses. Director Wei-Zheng Yang and independent Director Ying-Ying Yang recused themselves from the case and did not participate in the voting to avoid conflicts of interest. Shuo-Tang Yeh Motion for the appointment of a vice president. The Chairman Shuo-Tang Yeh recused himself from the case and did not participate in the voting to avoid conflicts of interest. |
s for the required recusal, and participation in the voting process. Name of director Motion Content Reason for recusal due to conflict of interest and participation in the voting process Wei-Zheng Yang Ying-Ying Yang Release of the Company’s Directors from non-compete clauses. Director Wei-Zheng Yang and independent Director Ying-Ying Yang recused themselves from the case and did not participate in the voting to avoid conflicts of interest. Shuo-Tang Yeh Motion for the appointment of a vice president. The Chairman Shuo-Tang Yeh recused himself from the case and did not participate in the voting to avoid conflicts of interest. |
|
|---|---|---|---|---|
| Board of Directors |
Name of director |
Motion Content | Reason for recusal due to conflict of interest and participation in the voting process |
|
| 2nd board meeting in 2022 |
Wei-Zheng Yang Ying-Ying Yang |
Release of the Company’s Directors from non-compete clauses. |
Director Wei-Zheng Yang and independent Director Ying-Ying Yang recused themselves from the case and did not participate in the voting to avoid conflicts of interest. |
|
| 3rd board meeting in 2022 |
Shuo-Tang Yeh | Motion for the appointment of a vice president. |
The Chairman Shuo-Tang Yeh recused himself from the case and did not participate in the voting to avoid conflicts of interest. |
- 18 -
III. The company should disclose information including the evaluation cycle and period, evaluation scope, method and evaluation content of the board’s self (or peer) evaluation:
The Board of Directors Performance Evaluation Policy (hereinafter referred to as the “Policy”) was approved at the 4th board meeting held on November 6, 2019; the most recent amendment was approved by resolution of the Board of Directors at the board meeting held on August 11, 2020. The performance self-evaluation of the entire board, individual directors and all functional committees is conducted through questionnaires each year in December. The results of the evaluation are collected by the Company's Treasury Division and submitted to the next board meeting for report. These results are used as a basis for review and improvement which will also be disclosed on the Company's website.
website. |
||||
|---|---|---|---|---|
| Evaluation cycle |
Evaluation period |
Evaluation scope | Evaluation method | Evaluation content |
| Once a year |
2022.01.01– 2022.12.31 |
Board of Directors |
1. Internal self-evaluation of the Board of Directors 2. Self-evaluation of the directors |
The five aspects and 25 indicators cover: Participation in the operation of the company; Improvement of the quality of the board of directors' decision making; Composition and structure of the board of directors; Election and continuing education of the directors; and Internal control. |
| Once a year |
2022.01.01– 2022.12.31 |
Performance evaluation of the board members |
1. Internal self-evaluation of the Board of Directors 2. Self-evaluation of the directors |
The six aspects and 20 indicators cover: Alignment of the goals and missions of the company; Awareness of the duties of a director; Participation in the operation of the company; Management of internal relationship and communication; The director's professionalism and continuing education; and Internal control. |
| Once a year |
2022.01.01– 2022.12.31 |
Performance evaluation of the Audit Committee |
1. Self-evaluation of the directors |
The 20 indicators in the five aspects include: Participation in the operation of the company; Awareness of the duties of the functional committee; Improvement of quality of decisions made by the functional committee; Makeup of the functional committee and election of its members; and Internal control. |
| Once a year |
2022.01.01– 2022.12.31 |
Performance evaluation of the Remuneration Committee |
1. Self-evaluation of the directors |
The 15 indicators in the five aspects include: Participation in the operation of the company; Awareness of the duties of the functional committee; Improvement of quality of decisions made by the functional committee; Makeup of the functional committee and election of its members; and Internal control. |
- 19 -
Future improvement plans have been proposed targeting the repeated and relatively low scoring indicators based on the evaluation results:
-
Directors’ professionalism and continuing education : The entire board is re-elected in August 2021. After the new directors take office, the Company is advised to provide different types of continuing education courses outside of their professionalism (industry, law, finance, etc.) to directors.
-
Improvement to the quality of board decision-making : Board members are motivated to study the root cause of issues in-depth, fully express their opinions, accept advice from all parties, and actively engage in communication, while listing feasible solutions, setting clear goals, taking actions, and checking the efforts at any time for the Company's best interest.
-
IV. Measures the objectives to strengthen the functionality of the Board (e.g. establish an audit committee, enhance information transparency) and execution status in the current year and the recent years: The Company has established the Audit Committee to strengthen corporate governance and management.
(II) Information on the operation of the Audit Committee:
During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a total of 5 Audit Committee meetings were held (A); below is the attendance of independent directors:
Title |
Name |
Actual Attendance (B) |
Proxy Attendance |
Actual Attendance Rate (%) (B/A) |
Remarks |
|---|---|---|---|---|---|
| Independent Director |
Yi-Hung Chen |
5 | 0 | 100 | |
| Independent Director |
Hsiao, Jin-Ch uan |
2 | 1 | 50 | Resigned on November 7, 2022 |
| Independent Director |
Ying-Ying Yang |
5 | 0 | 100 | |
| Other information required: I. For Audit Committee meetings that meet any of the following descriptions, state the date and meeting of board of directors meeting held, the discussed topics, reservations or significant recommendations of the independent Directors, the Audit Committee's resolutions, and how the company has responded to the Audit Committee's opinions: (I) Matters listed in Article 14-5 of the Securities and Exchange Act: Audit Committee Meeting Date Session Motion Content Opinions of all Audit Committee members The Company’s response to such opinions March 25, 2022 1st board meeting in 2022 1. Motion for the Company's 2021 annual financial report. 2. Proposed amendments to certain provisions in the Company's “Articles of Incorporation”. 3. Proposed amendments to certain provisions of the Company's "Procedures for the Acquisition or Disposal of Assets". 4. Motion for the Company's 2020 internal control system declaration. 5. Motion for the appointment and independence evaluation of the Company's attesting CPAs. Without an opinion The motion is passed May 11, 2022 2nd board meeting in 2022 1. Motion for the Company's financial report for 2022 Q1. 2. Motion to sell the land at land lot 5, Magong Section, Madou District, Tainan City. 3. Motion to sell three parcels of land at land lots 601, 601-1, and 601-2 of the Caohu Section, Annan District, Tainan City. Without an opinion The motion is passed August 5, 2022 3rd board meeting 1. Motion for the Company's financial report for 2022 Q2. Without an opinion The motion is passed |
- 20 -
| in 2022 | 2. Replacement of the Company’s head of audit and head of the Finance Department. |
|||
|---|---|---|---|---|
| November 7, 2022 |
4th board meeting in 2022 |
1. Replacement of the Company’s head of the Finance Department, chief accounting officer, and acting spokesperson. 2. Motion for the Company's financial report for 2022 Q3. 3. Replacement of the Company’s head of audit. |
Without an opinion |
The motion is passed |
| December 21, 2023 |
5th board meeting in 2022 |
1. Motion to invest in the stocks of TWSE/TPEX listed companies to flexibly use financial funds and increase earnings. 2. Motion to sell the stocks of the TWSE/TPEX listed company currently held. |
Without an opinion |
The motion is passed |
| February 6, 2023 |
1st board meeting in 2023 |
1. Motion to sell the land at land lot 5-1, Magong Section, Madou District, Tainan City. 2. Motion to sell the land at land lot 491, Pitou Section, Madou District, Tainan City (including a two-story building on the ground that is not registered for preservation and the substation facility), pending the completion of an application for the 22.8KV feeder before sale. 3. Motion for investment income/loss between December 28, 2022 and January 31, 2023 as the Board of Directors resolved a decision, on December 21, 2022, to delegate the Chairman to trade the TWSE/TPEx listed stocks held at his own discretion. 4. Motion for reallocation for investment in TWSE/TPEx listed stocks. |
Without an opinion |
The motion is passed |
| March 14, 2023 |
2nd board meeting in 2023 |
1. Motion for the Company's 2022 annual financial report. 2. Motion for reallocation for investment in TWSE/TPEx listed stocks. 3. Motion for the Company's 2022 internal control system declaration. 4. Motion for the appointment and independence evaluation of the Company's CPAs. |
Without an opinion |
The motion is passed |
- 21 -
(III) Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies
| Assessment | Actualgovernance | Actualgovernance | Actualgovernance | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| I. Has the company established and disclosed its corporate governance principles based on "Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies?" |
V | The Company has yet to establish such as policy. | One may be created in the future as needed to support the Company's growth and comply with regulations. |
|
| II. Shareholding structure and shareholders' interests (I) Has the Company implemented a set of internal procedures to handle shareholders' suggestions, queries, disputes and litigations? (II) Is the Company constantly informed of the identities of its major shareholders and the ultimate controller? (III) Has the Company established and implemented risk management practices and firewalls for companies it is affiliated with? (IV) Has the Company established internal policies that prevent insiders from trading securities against non-public information? |
V V V |
V | (I) The Company has dedicated personnel available to answer shareholders' queries and resolve issues. (II) The Company maintains good relationship with major shareholders, and is constantly updated on changes in shareholding of directors, managers, and major shareholders with more than 10% ownership interest. (III) The Company currently does not have any affiliate, hence not applicable. (IV) The Company has a set of "Insider Trading Prevention Procedures" in place that prohibits insiders from trading securities against non-public information. |
(I) No material deviation is found. (II) No material deviation is found. (III) No material deviation is found. (IV) No material deviation is found. |
| III. Composition and responsibilities of the board of directors (I) Has the board of directors formulated diversity policies and their concreate management goals, and have them actually be implemented? (II) Apart from the Remuneration Committee and Audit Committee, has the Company assembled other functional committees at its own discretion? (III) Has the company established a set of policies and assessment tools for evaluating board performance, and conducted performance evaluation on a yearly basis? Are performance evaluation results reported to the board of directors and used as reference for compensation and nomination decisions? (IV) Are external auditors' independence assessed on a regular basis? |
V V V |
V | (I) The Company's board of directors currently consists of four directors andtwo independent directors; the board as a whole possesses extensive experience in business management. (II) Aside from the Remuneration Committee and Audit Committee, the Company has not assembled other functional committees. (III) The Company established "Board Performance Self-evaluation or Peer Evaluation Policy" with board of directors' approval on November 6, 2019; details of which have been disclosed on the Company's website. The Company also amended its Board of Directors Performance Evaluation Policy based on the latest regulations during the board of directors meeting held on August 11, 2020. Board members, Audit Committee members, and Remuneration Committee members conducted a self-evaluation in December 2022; outcomes of which have been reported to the board of directors and disclosed on the Company's website to provide reference for future improvements. (IV) The Company not only follows Article 29 of Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies and evaluates independence of its financial statement auditors at least once a year, but also prepares "CPA Independence Assessment Reports" (Note) and requires financial statement auditors to issue "Statements of Independence" according to Article 47 of Certified Public Accountant Act and the "Integrity, Fairness, Objectivity and Independence" principles of Statement of CPA Professional Ethics No. 10. All CPA independence assessments are reviewed by the Audit Committee and approved by the board of directors. |
(I) No material deviation is found. (II) The Company will adopt practices as deemed appropriate to support future growth and comply with regulations. (III) No material deviation is found. (IV) No material deviation is found. |
- 23 -
| Assessment | Actualgovernance | Actualgovernance | Actualgovernance | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| IV. Has the TWSE/TPEX listed company allocated adequate number of competent corporate governance staff and appointed a corporate governance officer to oversee corporate governance affairs (including but not limited to providing directors/supervisors with the information needed to perform their duties, assisting directors/supervisors with compliance issues, convention of board meetings and shareholder meetings, and preparation of board/shareholder meetingminutes)? |
V | The Company has a employed a corporate governance officer, who is specially responsible for providing the board of directors and Audit Committee with the information needed to perform duties, making arrangements for board of directors and shareholder meetings, updating and changing company registration, preparing board/shareholder meeting minutes, assisting directors with duties and ongoing education, assisting directors with compliance issues, and other corporate governance-related affairs outlined in the Articles of Incorporation or contracts. |
No material deviation is found. | |
| V. Has the Company provided proper communication channels and created dedicated sections on its website to address corporate social responsibility issues that are of significant concern to stakeholders (including but not limited to shareholders, employees, customers and suppliers)? |
V | The Company has a spokesperson and acting spokesperson system in place to handle related issues. The Company has a stakeholders section created on its website to respond to issues that are of concern to stakeholders. |
No material deviation is found. | |
| VI. Does the Company engage a share transfer agency to handle shareholder meeting affairs? |
V | The Company currently engages the Share Transfer Agency Department of Horizon Securities Corp. to handle matters relating to shareholder meetings. |
No material deviation is found. | |
| VII. Information disclosure (I) Has the Company established a website that discloses financial, business, and corporate governance-related information? (II) Has the Company adopted other means to disclose information (e.g. English website, assignment of dedicated personnel to collect and disclose corporate information, implementation of a spokesperson system, broadcasting of investor conferences via the company website)? (III) Does the Company publish and make official filing of annual financial report within two months after the end of an accounting period, and publish/file Q1, Q2 and Q3 financial reports along with monthly business performance before the required due dates? |
V V |
V | (I) The Company discloses financial, business, and corporate governance information on its website(http://www.csssc.com.tw). (II) 1. The Company has assigned dedicated personnel to gather and disclose information, and implements a spokesperson system. 2. Video recordings and briefing materials of investor seminars are placed on the investors section of the Company's website. (III) 1. The Company follows Article 36 of the Securities and Exchange Act by publishing and filing its annual financial reports within 3 months after the end of an accounting period. Q1, Q2, and Q3 financial reports are submitted to the Audit Committee and the board of directors for approval before the statutory due dates, and are published on Market Observation Post System on days they are presented to the board of directors. 2. Monthly business performance data is fully disclosed on the Company's website and on Market Observation Post Systembefore the statutory due dates. |
(I) No material deviation is found. (II) No material deviation is found. (III) No material deviation is found. |
| VIII. Does the Company have other information that enables a better understanding of the Company's corporate governance practices (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholders' interests, continuing education of directors/supervisors, implementation of risk management policies and risk measurements, implementation of customer policy, and purchase of liability insurance for directors and supervisors)? |
V | 1. With respect to employees’ rights and employee care, the Company hires local workers where possible, encourages re-employment of women, provides local employees with employment benefits, and extends care to the underprivileged. An employee welfare committee has long been assembled to cater for employees’ welfare, and the committee allocates benefits regularly according to the Articles of Incorporation. 2. The Company has purchased director liability insurance according to rules from Taian Insurance. |
No material deviation is found. | |
| IX. Please explain the improvements made, based on the latest Corporate Governance Evaluation results published by Stock Exchange Corporate Governance Center, and propose enhancement measures for any issues that are yet to be rectified. (Not required if the Company is not one of the evaluated subjects): The Company is not subject to evaluation. |
- 24 -
-
Note: CPA independence assessment report (listed as key issue)
-
(1) The Company and the CPAs it engages hold no material financial stake in each other.
-
(2) None of the CPAs serve as the Company's director, supervisor, manager, or any position that has material influence on audit activities, whether currently or at any time in the last two years. The Company is certain that they will not hold the abovementioned positions during future audits.
-
(3) The CPAs, their spouses, and dependents did not serve as the Company's director, supervisor, manager, or hold any position that had direct and material influence on audit activities during the audit period.
- 25 -
(IV) The state of the composition, duties and the state of the Remuneration Committee:
1. Information on the members of the Remuneration Committee
| December 31, 2022 | ||||
|---|---|---|---|---|
| Criteria Name Position |
Professional qualification and experience |
Independence | No. of concurrent roles as remuneration committee member in other public companies |
|
| Independent Director Convener |
Ying-Ying Yang |
Ms. YAng Graduated from Department of Mathematics, Soochow University and worked in the securities sector for more than two decades. She is very sensitive to figures and has experience in accounting, financial analysis and management. She is currently serving as the Chairman of Chun Li Technical Co., Ltd. |
She has been a director of Chien Shing Co. Ltd. since two years before Being elected. She is serving for Chun Li Technical Co., which is not an affiliate of the Company, nor having any financial or business relationship with the Company. |
0 |
| Independent Director |
Yi-Hung Chen |
Mr. Chen graduated from Department of Civil Engineering, Chung Hua University; he is currently serving as the Vice Manager of a real-estate development company and used to serve as a deputy chief of a steel plant. He has the industrial knowledge to the steel and real estate industries. |
He has been a director of Chien Shing Co. Ltd. since two years before Being elected He is serving for Hong Yun Fa Real Estate Development Co., Ltd., which is not an affiliate of the Company, nor having any financial or business relationship with the Company. |
0 |
| Others | Tsung-Ming Chang |
Mr. Chang graduated from Agronomy Department of Yuanlin Agricultural and Industrial Vocational High School and retired as a Plant Manager of Gang Jou Stainless Steel ENT Co., Ltd. He has rich experience in the steel industry. |
He has been a retiree since two years before being elected. |
0 |
- 26 -
2. Information on the operation of the Remuneration Committee
-
(1) The Company's Remuneration Committee has 3 members.
-
(2) The term of office of the current members: The term is from August 12, 2021 to August 11, 2024. During the most recent year, a total of 2 Remuneration Committee meetings were held (A); The qualifications and attendance of members are as follows:
| Title | Name | Actual Attendance (B) |
Proxy Attendance |
Actual Attendance Rate (%) (B/A) |
Remarks |
|---|---|---|---|---|---|
| Convener | Ying-Ying Yang |
2 | 0 | 100 | |
| Member | Yi-Hung Chen |
2 | 0 | 100 | |
| Member | Tsung-Ming Chang |
2 | 0 | 100 | |
| Other information required: I. If the board of directors declines to adopt or modify a recommendation of the remuneration committee, the date, session, topic discussed and the resolution of the board meeting and handling of the resolution of the remuneration committee shall be specified (if the compensation package approved by the Board is better than the recommendation made by the committee, please specify the discrepancy and its reason): None. II. As to the resolution of the Remuneration Committee, if a member expresses any objection or reservation, either by recorded statement or in writing, the date, session and topic discussed of the committee meeting, all members’ opinions and handling of members’opinions shall be specified: None. |
3. Information on nomination committee members and their operation
-
I. Specification of the appointment qualifications and duties of the Company’s nomination committee members
-
II. Professional qualifications and experience of the nomination committee members and their operation
-
(I) The Company's Nomination Committee has 3 members.
-
(II) The term of office of the current members: The term is from August 12, 2021 to August 11, 2024. During the most recent year, a total of 2 Nomination Committee meetings were held (A); The qualifications, experience and attendance of members are as follows:
| Title | Name | Professional qualification and experience |
Actual Attendance (B) |
Proxy Attendance |
Actual Attendance Rate (%) (B/A) (Note) |
Remarks |
|---|---|---|---|---|---|---|
| Convener | Ying-Ying Yang |
Treasury Manager |
2 | 0 | 100 | |
| Member | Yi-Hung Chen |
Assistant Sales Manager |
2 | 0 | 100 | |
| Member | Tsung-Ming Chang |
Plant Manager |
2 | 0 | 100 | |
| Other information required: Specifications of the date, session, topic discussed in the nomination committee meeting, suggestion or objection made by the members and response for the members’ opinions: None. |
- 27 -
(V) The promotion of sustainable development and the deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor:
| Item | Operations (Note) | Operations (Note) | Operations (Note) | Operations (Note) | Operations (Note) | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and thereasons therefor |
|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | |||||
| I. Has the Company established a governance structure to promote sustainable development and set up a dedicated (concurrent) unit to promote sustainable development, which is authorized by the Board of Directors to be handled by senior managerial officers, and is supervised by the Board of Directors? |
V | The Company has established the "Sustainable Development Task Force" in 2022, which was authorized and approved by the Board of Directors in March 2022. The Head of Corporate Governance is the team leader of the task force and will work with senior and mid-level executives from different functions of the Company to develop a sustainable development plan for the Company. The head of the "Sustainable Development Task Force" reports annually to the Board of Directors on the results of sustainable development implementation and future work plans. In the coming year, the Sustainable Development Task Force will publicly declare their determination to promote sustainable development and convey this to all employees as appropriate throughsenior managers. |
No material deviation is found. |
||||
| II. Has the Company conducted risk assessment on environmental, social, and corporate governance issues that are relevant to its operations, and implemented risk management policies or strategies based on principles of materiality? |
V | To ensure the Company’s sustainable and stable development, we are actively formulating relevant strategies to respond to the environmental, social, and governance issues and incorporating the spirit of social responsibility in our business administration philosophy, to place ethics before profits and provide more sincere services to clients, thereby fulfilling our corporate social responsibilities. Key Topics Risk Assessment Projects Risk management policies or strategies Environmental Environmental Impact and Management We have eliminated old energy-consuming equipment, effectively reduced energy consumption in the process, and upgraded the wastewater treatment system to significantly reduce the emission of pollution and its impact on the environment. Social Occupational Safety Fire drills and industrial safety education training are |
No material deviation is found. |
||||
| Key Topics | Risk Assessment Projects |
Risk management policies or strategies |
|||||
| Environmental | Environmental Impact and Management |
We have eliminated old energy-consuming equipment, effectively reduced energy consumption in the process, and upgraded the wastewater treatment system to significantly reduce the emission of pollution and its impact on the environment. |
|||||
| Social | Occupational Safety |
Fire drills and industrial safety education training are |
- 28 -
| Item | Operations (Note) | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and thereasons therefor |
||||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | |||||
| heldregularly every year. | |||||||
| Corporate Governance |
Legal Compliance |
The Company is managed on the principle of integrity, implements internal control mechanisms and strengthens employees' awareness of compliance with laws and regulations. |
|||||
| Strengthening of Directors' Functions |
We plan for Directors to participate in external corporate governance-related courses and provide protection for Directors by taking out Directors' liability insurance. |
||||||
| Stakeholder Communication |
The Company has set up various communication channels such as spokespersons and investor mailboxes in the hope of establishing good communications with stakeholders. |
||||||
| III. Environmental issues (I) Has the Company set up an appropriate environmental management system as per its industrial characteristics? (II) Is the Company committed to improving energy efficiency and adopting recycled materials with low environmental impact? |
V | V | (I) As part of the manufacturing industry, the Company is still striving to establish appropriate operational activities and internal office environment management to achieve the goal of energy saving and sustainable development. (II) The Company is in the traditional manufacturing industry and mainly produces stainless steel coils. The stainless steel waste generated during the process is collected and processed by qualified downstream businesses. We are also actively promoting energy saving measures, eliminating old energy-consuming equipment and replacing it with energy-efficient equipment, reusing materials that can be recycled in manufacturing as much as possible, and actively formulating manufacturing processes toreduce pollutionand optimize waste |
(I) The Sustainable Development Task Force will study the establishment of an environmental management system in the future and follow all legal requirements. (II) No material deviation is found. |
- 29 -
| Item | Operations (Note) | Operations (Note) | Operations (Note) | Operations (Note) | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and thereasons therefor |
||
|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | ||||||
| (III) Has the Company assessed its current and future potential risks and opportunities of climate change and taken countermeasures against climate-related issues? (IV) Has the Company counted the greenhouse gas emissions, water consumption, and total weight of waste over the past two years and formulated policies on greenhouse gas reduction, water consumption reduction, or other waste management? |
V V |
reduction, as well as renewing the wastewater treatment system to reduce environmental pollution. (III) In light of the enormous impact of climate change, the Company continues to promote energy-saving and carbon-reduction policies by replacing energy-saving light bulbs, encouraging employees to use environmentally friendly tableware and printing on double-sided or recycled paper, and planting trees in the Company's vacant land to expand the green area coverage. In addition, we are committed to promoting energy conservation and carbon reduction through daily education and training to raise employees’ awareness of environmental protection, energy conservation, and waste recycling. We ask employees to turn off lights when necessary, put waste paper to good use, and adopt electronic devices to save energy. (IV) We are committed to promoting energy conservation and carbon reduction to fulfill our responsibilities as a global citizen and corporate social responsibilities. We have not yet established an organizational inventory greenhouse gas management system and will continue to implement energy conservation and carbon reduction and greenhouse gas reduction policies in the future. Water consumption, total weight of waste, and electricity consumption for the most recent two years: 1. Water consumption for the most recent two years: Year Total water consumption (m3) Unit product water consumption (m3/ton) 2021 45,948 1.1868 2022 30.858 2.2765 2. Total waste for the most recent 2 years: Year Non-hazardous waste (tons) Unit Product Output (t/t) |
(III) No material deviation is found. (IV) No material deviation is found. |
|||||
2 |
||||||||
| Year | Total water consumption (m3) |
Unit product water consumption (m3/ton) |
||||||
| 2021 | 45,948 | 1.1868 | ||||||
| 2022 | 30.858 | 2.2765 | ||||||
| . Total waste for the most recent 2 | years: Unit Product Output (t/t) |
|||||||
Year |
||||||||
| Non-hazardous waste (tons) |
Unit Product Output (t/t) |
- 30 -
| Item | Operations (Note) | Operations (Note) | Operations (Note) | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and thereasons therefor |
|||||
|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | ||||||||
| 3. | 2021 900.51 0.0233 2022 1213.49 0.0895 (No hazardous waste is produced by the Company) In 2021, the Company has updated its recycling system to recover and recycle hydrofluoric acid from our manufacturing processes, resulting in a significant reduction of over 58% in the amount of waste generated. Carbon emissions from electricity consumption for the most recent two years: Year Emissions (tons CO2e/year) Emissions per unit of product (kgCO2e/kg) 2021 6,903 0.248 2022 5,103 0.376 |
900.51 | 0.0233 | |||||||
| 1213.49 | 0.0895 | |||||||||
recent two years: |
||||||||||
| Year | Emissions (tons CO2e/year) |
Emissions per unit of product (kgCO2e/kg) |
||||||||
| 2021 | 6,903 | 0.248 | ||||||||
| 2022 | 5,103 | 0.376 | ||||||||
| IV. Social issues (I) Does the Company formulate relevant management policies and procedures in accordance with applicable laws and the International Bill of Human Rights? |
V | (I) The Company shall comply with the Labor Standards Act and other relevant laws and regulations, and shall establish relevant complaint channels to protect the rights and interests of employees. The Company's human rights management policy and implementation plan are as follows: Human rights management policy Implementation plan 1. Helping employees maintain physical and psychological health and work-life balance 2. Providing a safe and healthy work environment 3. Prohibiting forced overtime work and complying with Employees are given a one-hour lunch break with sufficient time to rest. Onsite nurses regularly track employees’ physical conditions. The onsite environment is cleaned regularly, and relevant machinery, equipment, and firefighting equipment are regularly maintained and inspected; hazardous areas are marked. A leave policy is |
(I) No material deviation is found. |
|||||||
| Human rights management policy |
Implementation plan | |||||||||
| 1. Helping employees maintain physical and psychological health and work-life balance 2. Providing a safe and healthy work environment 3. Prohibiting forced overtime work and complying with |
* Employees are given a one-hour lunch break with sufficient time to rest. Onsite nurses regularly track employees’ physical conditions. The onsite environment is cleaned regularly, and relevant machinery, equipment, and firefighting equipment are regularly maintained and inspected; hazardous areas are marked. *A leave policy is |
- 31 -
| Item | Operations (Note) | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and thereasons therefor |
||
|---|---|---|---|---|---|
| Yes | No | Summary description | |||
| (II) Has the Company developed and implemented reasonable employee welfare measures (including compensation, leave of absence and other benefits), and appropriately reflected business performance or outcome in employees' compensations? (III) Does the Company provide employees with a safe and healthywork environment and offer safetyand health |
V V |
government labor laws and regulations |
implemented to motivate employees to focus on work-life balance. |
(II) No material deviation is found. (III) No material deviation is found. |
- 32 -
| Item | Operations (Note) | Operations (Note) | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and thereasons therefor |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| education to employees regularly? (IV) Has the Company established an effective career development training program for employees? (V) Does the Company comply with applicable laws and international standards regarding issues, such as customer health and safety, customer privacy, as well as marketing and labelling of products and services? Hasitformulatedrelevant policies and complaint |
V | V | Management Procedures" and worker safety and health rules to outline requirements such as cleanliness and safety of the operating environment, safety of production machinery operations, and regular safety and health training. Employee safety and health training is held on a regular basis. The Company maintains and supervises the environment of plants and offices in accordance with applicable labor safety and health laws and regulations and organizes employee health checks on a regular basis. We provide employees with a safe and healthy workplace. Our offices are equipped with a central air-conditioning system. We also have industrial fans in place for the places where the temperature is higher. We have sufficient lighting equipment, emergency escape routes and exits, and firefighting equipment in place. We regularly hold fire exercises, clean work environment, and test water quality. We remind employees to perform daily inspections of larger machines and equipment to ensure their safety. (IV) In addition to the training for new employees, the Company organizes internal training courses and assigns employees to undergo external training from time to time every year to help employees develop professional character and competitive advantage. We are also committed to establishing a comprehensive benefit policy and planning diversified education and training courses to improve employees’ skill sets. (V) The Company has established the "Personal Information Management Protection Policy" and the "Customer Complaint Policy" to protect the rights of customers. 1. When providing sales services, we keep customers’ personal informationconfidentialaccording tolaws. |
(IV) No material deviation is found. (V) No material deviation is found. |
- 33 -
| Item | Operations (Note) | Operations (Note) | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and thereasons therefor |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| procedures to protect consumers’ or customers’ rights and interest? (VI) Has the Company formulated a supplier management policy, required suppliers to follow applicable regulations on issues, such as environmental protection, occupational safety and health, or labor rights? The implementation thereof? |
V |
2. There is a customer complaint period for all products sold according to the contracts signed. Customers can report their problems by phone or email or through the Company's website, and relevant personnel will respond to their questions or complaints and handle various applications. (VI) The Company has not established a supplier management policy. |
(VI) One may be created in the future as needed to support the Company's growth and comply with regulations. |
|
| V. Has the Company referred to the internationally accepted reporting standards or guidelines to prepare reports, such as ESG reports that discloses the Company’s non-financial information? Are the abovementioned reports supported by assurance or opinion of a third-party certifier? |
V | The Company has not yet established the” Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”and therefore has not prepared a Business Sustainability Report. |
One may be created in the future as needed to support the Company's growth and comply with regulations. |
|
| VI. Where the Company has formulated its own sustainable development code in accordance with the Sustainable Development Best Practice Principles, please specified the differences between the implementation and the principles: Theregulations ofthe Company's SustainableDevelopmentBestPracticePrinciples are underconsideration. |
||||
| VII. Other material informationtohelp understand the efforts to promote sustainable development: None. |
- 34 -
(VI)
Enforcement of business integrity, and deviation and causes of
deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEX-Listed Companies
| Item | Operations (Note) | Operations (Note) | Operations (Note) | Deviation from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor |
|---|---|---|---|---|
| Yes | No | Brief description | ||
| I. Formulation of ethical management policies and plans (I) Has the Company formulated an ethical management policy approved by the board of directors and disclosed the policy and practice of ethical management in its regulations and public documents? Are the board of directors and the senior management committed to actively implementing the policy? (II) Has the Company established an assessment mechanism for the risk of unethical conduct to regularly analyze and evaluate the business activities with a higher risk of unethical conduct within the business scope and formulated a prevention plan accordingly, at least covering the prevention measures for the acts under each subparagraph under Article 7, paragraph 2 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies? (III) Has the Company clearly specified operating procedures, guidelines for conduct, and a violation punishment and complaint system in the unethical conduct prevention plan and duly implemented them? Does the Company regularlyreview andrevise said plan? |
V V V |
(I) The Company formulated the Ethical Corporate Management Best Practice Principles and the Procedures for Ethical Management with reference to the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies in 2021 and implemented them after they were approved by the Board of Directors. The above regulations clearly define the Company's ethical corporate management policies and approaches, which are adopted in both internal management and external business activities. (II) The Company has established the "Procedures for Ethical Management and Guidelines for Conduct" to clearly regulate and prohibit unethical conducts. The personnel department regularly analyzes and assesses the risks of unethical conducts within the business scope, and assists the Board of Directors and the management in reviewing and assessing the implementation of ethical corporate management Whether the established preventive measures are operating effectively. (III) The Company has established the "Procedures for Ethical Management and Guidelines for Conduct," with a clear disciplinary and grievance system in place to specify the matters that the Company's personnel should be aware of when conducting business, and areregularlyreviewedfor revision. |
(I) No material deviation is found. (II) No material deviation is found. (III) No material deviation is found. |
|
| II. Enforcement of business integrity (I) Does the Company evaluate each counterparty’s records for ethics? Has the Company specified the terms of ethical conduct in each contract signed with each counterparty? |
V | (I) Before establishing a business relationship with another party, the Company shall evaluate the legality of the counterparty, the ethical corporate management policy, and whether there is any record of unethical practices.Any personnel of this Corporation, whenengagingincommercialactivities, shall make a statement |
(I) No material deviation is found. |
- 35 -
| Item | Operations (Note) | Operations (Note) | Operations (Note) | Deviation from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor |
|---|---|---|---|---|
| Yes | No | Brief description | ||
| (II) Has the Company established a dedicated (concurrent) unit under the board of directors to conduct ethical corporate management, regularly (at least once a year) report to the board of directors on its ethical management policies and prevention plans for unethical conduct, and supervise the implementation? (III) Has the Company formulated policies to prevent conflicts of interest, provided appropriate methods for stating one’s conflicts of interest, and implemented them appropriately? (IV) Has the Company has established an effective accounting system and an internal control system for the implementation of ethical management and assigned the internal audit unit to formulate relevant audit plans based on the assessment results of the risk of unethical conduct and audit the compliance with the unethical conduct prevention plan accordingly or commissioned a CPA to perform such audits? (V) Does the Companyregularlyholdinternaland external |
V V V V |
to the trading counterparty about this Corporation's ethical management policy and related rules, and shall clearly refuse to provide, promise, request, or accept, directly or indirectly, any improper benefit in whatever form or name. The personnel of the Company shall refrain from engaging in business transactions with counterparties involved in unethical practices. (II) The Company shall designate the personnel unit as the dedicated unit, and shall regularly report (at least once a year) to the Board of Directors on the implementation of the ethical corporate management policy and the plans to prevent unethical conducts, and the supervision and implementation. (III) When a director, managerial officer or other stakeholder of this Corporation attending or present at a board meeting, or the juristic person represented thereby, has a stake in a matter under discussion in the meeting , that director, supervisor, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of this Corporation would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall practice self-discipline and must not support one another in improper dealings. (IV) The Company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit unit of the Company shall, based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans? including auditees, audit scope, audit items, audit frequency, etc., and examine accordingly the compliance with the prevention programs. The internal audit unit may engage professionals to assist if necessary. (V) Theresponsible unit ofthis Corporationshallorganizeinternal |
(II) No material deviation is found. (III) No material deviation is found. (IV) No material deviation is found. (V) Nomaterialdeviation is |
- 36 -
| Item | Operations (Note) | Operations (Note) | Operations (Note) | Deviation from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor |
|---|---|---|---|---|
| Yes | No | Brief description | ||
| education and training on ethical management? | awareness sessions periodically and arrange for the chairperson, general manager, or senior management to communicate the importance of ethics to its directors, employees, and mandataries. |
found. |
||
| III. Whistleblowing system (I) Has the Company formulated a specific whistleblowing and reward system, established a convenient whistleblowing method, and assigned appropriate personnel to handle the party accused? (II) Has the Company formulated standard operating procedures for investigation of reported cases, the follow-up measures to be taken after the investigation is completed, and a confidentiality mechanism? (III) Does the Company take measures to protect whistleblowers from being mistreated due to their whistleblowing behavior? |
V V V |
(I) Establish and publicly announce the independent whistleblowing e-mail: [email protected] for insiders and outsiders to use, and has designated dedicated personnel to handle reports on reports. (II) The responsible unit of this Corporation shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related department. Personnel of this Corporation shall represent in writing they will keep the whistleblowers' identity and contents of information confidential. This Corporation also undertakes to protect the whistleblowers from improper treatment due to their whistleblowing. (III) Personnel of this Corporation handling whistle-blowing matters shall represent in writing they will keep the whistleblowers' identity and contents of information confidential. This Corporation also undertakes to protect the whistleblowers from impropertreatment due to theirwhistleblowing. |
(I) No material deviation is found. (II) No material deviation is found. (III) No material deviation is found. |
|
| IV. Enhanced information disclosure Has the Company disclosed its integrity principles and progress ontoits website andMOPS? |
V | The Company discloses the Ethical Corporate Management Best Practice Principles on the Company's website and MOPS. |
No material deviation is found. | |
| V. If the Company has formulated its own Corporate Governance Best Practice Principles as per the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, please specify the difference between its operationand the principles: None. |
||||
| VI. Other information relevant to understanding the Company's businessintegrity (e.g.reviews ofbusinessintegrity principles): None. |
(VII) Methods of inquiry for the Company's corporate governance principles and policies, if any: Disclosures have been made on the Company’s website and corporate governance section of MOPS.
(VIII) Other important information material to the understanding of corporate governance within the Company: None.
- 37 -
(IX) Implementation of the Internal Control System
- Internal Control Statement
| Chien Shing Stainless Steel Co., Ltd. | |
|---|---|
| Internal Control System Statement | |
| Date: March 14, 2023 | |
| Based | on the findings of a self-assessment, the Company states the following with regard to its internal |
| control system during the year 2022: | |
| I. | We understand it is the responsibility of the Company’s management to have internal control system |
| established, enforced, and maintained. The purpose is to provide reasonable assurance on the | |
| achievement of operating effectiveness and efficiency (including profits, performance, and assets | |
| safeguarding), reporting matters with reliability, timeliness, and transparency, and compliance with | |
| the relevant law and regulations. | |
| II. | Internal control policies are prone to limitations. No matter how robustly designed, effective internal |
| control policies merely provide reasonable assurance to the achievements of the three goals above. | |
| Furthermore, environmental, and situational changes may affect the effectiveness of internal control | |
| policies. Nevertheless, the internal control system of the Company contains self-monitoring | |
| mechanisms, and corrective action is taken whenever a deficiency is identified. | |
| III. | The Company has based on the criteria of the internal control system effectiveness in the |
| “Regulations Governing Establishment of Internal Control Systems by Public Companies” | |
| (hereinafter referred to as the “Regulations”) to determine the effectiveness of the internal control | |
| system design and implementation. The criteria introduced by “The Governing Principles” consisted | |
| of five major elements, each representing a different stage of internal control: 1. Control | |
| environment; 2. Risk evaluation and response; 3. Procedural control; 4. Information and | |
| communication; and 5. Supervision. Each element further contains several items. Please refer to the | |
| “Governing Rules” for the details of the said items. | |
| IV. | The Company has adopted the above judgment items of internal control system to assess the design |
| and operating effectiveness of the internal control system. | |
| V. | Based on the findings of the evaluation, the Company believes that, as of December 31, 2022, its |
| internal control system (including supervision and management of subsidiaries) as well as | |
| monitoring the achievement of its objectives concerning operational effectiveness and efficiency; | |
| reliability, timeliness and transparency of the reporting and compliance with applicable laws and | |
| regulations etc. were effective in design and operation, and reasonably assured the achievement of | |
| the above-mentioned objectives. | |
| VI. | The Declaration of Internal Control is the content of our annual report and prospectus for the |
| information of the public. For any forgery and concealment of the aforementioned information to | |
| the public, we will be held responsible by law in accordance with Article 20, Article 32, Article 171 | |
| and Article 174 of the Securities and Exchange Act. | |
| VII. | The declaration has been passed by board in the meeting held on March 14, 2023, with all six |
| attending directors affirming the content of the declaration. | |
| Chien Shing Stainless Steel Co., Ltd. | |
| Chairman: Shuo-Tang Yeh Signature | |
| President: Shuo-Tang Yeh Signature |
- If an accountant was entrusted to carry out the review of the internal control system, the accountant’s audit report shall be disclosed: None.
- 38 -
- (X) If there has been any legal penalty against the company or its internal personnel, or any disciplinary penalty by the company against its internal personnel for violation of the internal control system, during the most recent fiscal year or during the current fiscal year up to the publication date of the annual report: None.
(XI) Material resolutions of a shareholders meeting or a Board of Directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:
1. Material resolutions and their implementation of a shareholders meeting:
| Date | Session | Material resolution | Implementa tion |
|---|---|---|---|
| June 14, 2022 | Sharehold ers' Meeting |
1. Passed the motion for the Company's 2021 business report and financial report. 2. Passed the motion for the Company’s 2021 loss allocation. 3. Passed the amendments to certain provisions in the Company's “Articles of Incorporation”. 4. Passed the amendments to certain provisions of the Company's "Operational Procedures for Acquisition or Disposal of Assets". 5. Passed the release of the Company’s Directors from non-compete clauses. 6. Passed the motion for the by-election of one independence director seat. |
Completed Completed Completed Completed Completed Completed |
2. Material resolutions of the Board of Directors:
| Date | Session | Material resolution |
|---|---|---|
| January 20, 2022 |
1st meeting of the Board of Directors |
1. Passed the motion for the Company's Remuneration Committee meeting. |
| March 25, 2022 |
2nd meeting of the Board of Directors |
1. Passed the motion for the Company's 2021 business report and financial report. 2. Passed the motion for the Company’s 2021 loss allocation. 3. Passed the report of the Company’s accumulated losses reaching one-half of the paid-in capital. 4. Passed the amendments to certain provisions in the Company's “Articles of Incorporation”. 5. Passed the motion for the nomination for the by-election of one independence director seat and the acceptance-related matters. 6. Passed the motion for the list of independent director candidates nominated by the Company’s board of directors. 7. Passed the release of the Company’s Directors from non-compete clauses. 8. Passed the amendments to certain provisions of the Company's "Operational Procedures for Acquisition or Disposal of Assets". 9. Passed the formulation of the Company's "Code of Conduct for Integrity Management" and "Procedures and Code of Conduct Guidelines for Integrity Management". 10. Passed the motion to set the date, location, method, and relevant affairs for the Company's 2022 annual general meeting. 11. Passed the motion for the proposal period and location for the Company's 2022 annual general meeting to accept proposals from shareholders holding 1% or more of the shares. 12. Passed the motion for the Company's 2021 internal control system statement. 13. Passed the motion for the appointment and independence evaluation of the Company's CPAs. |
| May 11, 2022 | 3rd meeting of the Board of Directors |
1. Passed the competition of the Company's financial report for 2022 Q1 and its approval given by the Audit Committee pursuant to regulations. 2. Passed the motion for review of salary and remuneration to the Company’s directors, Audit Committee members and managerial officers. 3. Passed the motion to sell the land at land lot 5, Magong Section, Madou District, Tainan City. 4. Passed the motion to sell threeparcels of land at land lots 601,601-1,and 601-2 of the |
- 39 -
| Caohu Section, Annan District, Tainan City. 5. Passed the motion for the appointment of a vice president. |
||
|---|---|---|
| August 5, 2022 | 4th meeting of the Board of Directors |
1. Passed the competition of the Company's financial report for 2022 Q2 and its approval given by the Audit Committee pursuant to regulations. 2. Passed the motion to apply for a comprehensive revolving fund loan from Taiwan Business Bank, Tainan Branch. 3. Passed the replacement of the Company’s head of audit and head of the Finance Department. |
| November 7, 2022 |
5th meeting of the Board of Directors |
1. Passed the replacement of the Company’s head of the Finance Department, chief accounting officer, and acting spokesperson. 2. Passed the competition of the Company's financial report for 2022 Q3 and its approval given by the Audit Committee pursuant to regulations. 3. Passed the replacement of the Company’s head of audit. 4. Passed the motion for the Company's 2023 audit plan. 5. Passed the motion for the Company's application to any financial institution in line with the Company's credit needs for usance letters of credit for the purchase of raw materials and the working capital requiredforbusiness operations. |
| December 21, 2022 |
6th meeting of the Board of Directors |
1. Passed the motion for various compensation and remuneration to be implemented by the Company in 2023. 2. Passed the motion to invest in the stocks of TWSE/TPEX listed companies to flexibly use financial funds and increase earnings. 3. Passed the motion to sell the stocks of the TWSE/TPEX listed company currently held. 4. Passed the motion for the Company's 2023 operating plans and financial forecast. |
| February 6, 2023 |
1st meeting of the Board of Directors |
1. Passed the motion to sell the land at land lot 5-1, Magong Section, Madou District, Tainan City. 2. Passed the motion to sell the land at land lot 491, Pitou Section, Madou District, Tainan City (including a two-story building on the ground that is not registered for preservation and the substation facility), pending the completion of an application for the 22.8KV feeder before sale. 3. Passed the motion for investment income/loss between December 28, 2022 and January 31, 2023 as the Board of Directors resolved a decision, on December 21, 2022, to delegate the Chairman to trade the TWSE/TPEx listed stocks held at his own discretion. 4. Passed themotion for reallocation for investmentin TWSE/TPEx listed stocks. |
| March 14, 2023 |
2nd meeting of the Board of Directors |
1. Passed the motion for the Company's 2022 business report and financial report. 2. Passed the motion for the Company’s 2022 loss allocation. 3. Passed the motion for the Company’s application for a short-term secured loan of NT$200 million to the Tainan Branch of the Union Bank of Taiwan, which has been approved by the bank; delegated the Board of Directors to handle all transactions with the bank at his own discretion. 4. Passed the motion for the Company’s application for issuance of usance letters of credit of NT$500 million for the purchase of raw materials to the Tainan Branch of the Union Bank of Taiwan, which has been approved by the bank; delegated the Board of Directors to handle all transactions with the bank at his own discretion. 5. Passed the motion for reallocation for investment in TWSE/TPEx listed stocks. 6. Passed the motion for a by-election of one independent director and the nomination acceptance matters. 7. Passed the motion to set the date, location, method, and relevant affairs for the Company's 2023 annual general meeting. 8. Passed the motion for the proposal period and location for the Company's 2023 annual general meeting to accept proposals from shareholders holding 1% or more of the shares. 9. Passed the motion for the Company's 2022 internal control system statement. 10. Passed the motion for the appointment and independence evaluation of the Company's CPAs. |
- 40 -
-
(XII) A director or independent director has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration during the most recent fiscal year: None.
-
(XIII) A summary of resignations and dismissals, during the most recent fiscal year, of the Company's chairperson, president, chief accounting officer, chief financial officer, chief internal auditor, chief corporate governance officer, and chief research and development officer:
Summary of the resignation or dismissal of the Company’s related personnel
| December 31, 2022 | ||||
|---|---|---|---|---|
| Title | Name | Date of post | Date of the resignation |
Reason for resignation or dismissal |
| Head of Audit | Fang-Yin Liu | 2021.08.06 | 2022.07.31 | Resignation |
| Head of Finance Department |
Li-Yun Chiu | 2019.11.06 | 2022.08.12 | Resignation |
| Vice President | Chih-Kuan Yeh | 2022.06.01 | 2022.09.01 | Resignation |
IV. Information on attesting CPA professional fees
| Name of the accounting firm Diwan & Company |
Amount unit: NT$ thousand | Amount unit: NT$ thousand | ||||
|---|---|---|---|---|---|---|
| Name of the CPA |
Audit period | Audit fee | Non-audit fee |
Total | Remark | |
| Jui-Wen Lu Arnico Tseng |
2022.01.01–2022.12.31 | 1,740 | 20 | 1,760 |
-
(I) When non-audit fees paid to the certified public accountant, to the accounting firm of the certified public accountant, and/or to any associate of such accounting firm are one quarter or more of the audit fees paid thereto, the amounts of both audit and non-audit fees as well as details of non-audit services: None.
-
(II) When the company changes its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year, the amounts of the audit fees before and after the change and the reasons: Not applicable.
-
(III) When the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by ten percent or more, the amount, percentage and reason shall be disclosed: Not applicable.
-
V. Information on replacement of certified public accountant: None.
-
VI. Where the company's chairperson, president, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm: None.
- 41 -
VII. Any transfer of equity interests and/or pledge of or change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report
| Job Title | Name (Note 1) | 2022 | 2022 | As of March 31 | As of March 31 |
|---|---|---|---|---|---|
| Increase (decrease) in the number of shares held |
Increase (decrease) in the number of shares pledged |
Increase (decrease) in the number of shares held |
Increase (decrease) in the number of shares pledged |
||
| Chairman | Shuo-Tang Yeh | 0 | 0 | 0 | 0 |
| Director | Chien Shing Investment Co., Ltd. Representative: Su-Chu Wang |
2,760,000 | 0 | 0 | 0 |
| Director | Chien Shing Construction Co., Ltd. Representative: Tsai-Yun Yeh |
0 | 0 | 0 | 0 |
| Director | Wei-ZhengYang | 0 | 0 | 0 | 0 |
| Independent Director | Ying-Ying Yang | 0 | 0 | 0 | 0 |
| Independent Director | Hsiao, Jin-Chuan (Note 1) | 0 | 0 | 0 | 0 |
| Independent Director | Yi-Hung Chen | 0 | 0 | 0 | 0 |
Note 1: Independent director Hsiao, Jin-Chuan resigned on November 7, 2022.
Information on transfer of equity interests
| Name (Note 1) |
Reason for the transfer of equity interests (Note 2) |
Transaction date |
Transaction counterparty |
Relationship between the counterparty and the company, directors, supervisors, managerial officers and shareholders holding 10 percent or more of the shares |
Number of shares |
Transaction price |
|---|---|---|---|---|---|---|
| None | None | None | None | None | None | None |
Note 1: Names of directors, supervisors, managerial officers and shareholders holding 10 percent or more of the shares are listed. Note 2: Acquisition or disposal.
Information on equity pledges
| Information on equity pledges | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name (Note 1) |
Reason for change in pledge (Note 2) |
Date of change |
Transaction counterparty |
Relationship between the counterparty and the company, directors, supervisors, managerial officers and shareholders holding 10 percent or more of the shares |
No. of shares |
Shareholding Ratio |
Pledge Ratio |
Pledge (redemption) amount |
| None | None | None | None | None | None | None | None | None |
Note 1: Names of directors, supervisors, managerial officers and shareholders holding 10 percent or more of the shares are listed. Note 2: Pledge or redemption.
- 42 -
VIII. Relationship information, if among the Company's 10 largest shareholders any one is a related party or a relative within the second degree of kinship of another
| Name (Note 1) | Shareholding | Shareholding | Shareholding by spouse or minor children |
Shareholding by spouse or minor children |
Total shareholding in the name of others |
Total shareholding in the name of others |
Disclosure of names and relationships between the top ten shareholders including spouses, second degree of kinshipof another.(Note 3) |
Disclosure of names and relationships between the top ten shareholders including spouses, second degree of kinshipof another.(Note 3) |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| No. of shares | Shareholding ratio (Note 2) |
No. of shares |
Shareholding ratio (Note 2) |
No. of shares |
Shareholding ratio (Note 2) |
Name |
Relationship | ||
| Shuo-Tang Yeh | 20,046,540 | 7.13% | 4,777,439 | 1.70% | 0 | 0 | Chien Shing Construction Co., Ltd. Chien Shing Investment Co., Ltd. Chen-Pin Yeh |
Same chairman Same chairman Spouse |
|
| Tsu-Rong Dai | 19,466,000 | 6.92% | 0 | 0 | 0 | 0 | None | None | |
| Chien Shing Investment Co., Ltd. Representative: Shuo-Tang Yeh |
9,529,000 | 3.39% | 0 | 0 | 0 | 0 | Chien Shing Construction Co., Ltd. Shuo-Tang Yeh |
Same chairman The Company’s chairman |
|
| Chien Shing Construction Co., Ltd. Representative: Shuo-Tang Yeh |
9,241,347 | 3.29% | 0 | 0 | 0 | 0 | Chien Shing Investment Co., Ltd. Shuo-Tang Yeh |
Same chairman The Company’s chairman |
|
| Ai-Chu Hsu-Wu | 4,830,000 | 1.72% | 0 | 0 | 0 | 0 | None | None | |
| Chen-Pin Yeh | 4,777,439 | 1.70% | 20,046,540 | 7.13% | 0 | 0 | Shuo-Tang Yeh | Spouse | |
| Jui-Yuan Wu | 4,081,000 | 1.45% | 0 | 0 | 0 | 0 | None | None | |
| Yi-Chang Lin | 3,320,000 | 1.18% | 0 | 0 | 0 | 0 | None | None | |
| A-Cheng Hsu | 2,801,000 | 1.00% | 0 | 0 | 0 | 0 | None | None | |
| Chin-Hsi Chiang | 2,769,000 | 0.98% | 0 | 0 | 0 | 0 | None | None |
Note 1: List the top 10 shareholders. If they are corporate shareholders, list both the titles of the corporate shareholders and their representatives separately. Note 2: The calculation of the percentage of shareholding refers to the calculation of the percentage of shareholding in the name of themselves, spouse, minor children or others separately. Note 3: The aforementioned shareholders for disclosure shall include corporate shareholders and natural persons, with the relations between the shareholders as required by the Criteria for the Compilation of Financial Statements by Securities Issuers.
IX. The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the company
- 43 -
Four. Information on capital raising activities:
I. Capital and shares (I) Source of capital stock:
- Formation of capital stock:
| Year/ Month |
Issue price |
Authorized capital stock | Authorized capital stock | Paid-in capital | Paid-in capital | Remark | Remark | Remark |
|---|---|---|---|---|---|---|---|---|
| Number of shares |
Amount | Number of shares |
Amount | Source of capital stock |
Paid in properties other than cash |
Others | ||
| 1972.05 | 1,000 | - | - | 3,000 | 3,000,000 | Established by cash 3,000,000 |
None | - |
| 1981.12 | 1,000 | - | - | 10,000 | 10,000,000 | Capital increase by cash 7,000,000 |
None | - |
| 1984.12 | 1,000 | - | - | 30,000 | 30,000,000 | Capital increase by cash 20,000,000 |
None | - |
| 1987.11 | 1,000 | - | - | 120,000 | 120,000,000 | Capital increase by cash 90,000,000 |
None | - |
| 1988.08 | 10 | - | - | 19,800,000 | 198,000,000 | Capital increase by cash 78,000,000 |
None | - |
| 1989.04 | 10 | 110,000,000 | 1,100,000,000 | 44,000,000 | 440,000,000 | Capital increase by cash 242,000,000 |
None | Order Letter Tai-Cai-Zheng(78)(1) 00453 dated March 14,1989 |
| 1990.03 | 10 | 110,000,000 | 1,100,000,000 | 110,000,000 | 1,100,000,000 | Capital increase by cash 660,000,000 |
None | Order Letter Tai-Cai-Zheng(78)(1) 29798 dated December 8,1989 |
| 1992.03 | 10 | 220,000,000 | 2,200,000,000 | 165,000,000 | 1,650,000,000 | Capital increase by cash 550,000,000 |
None | Order Letter Tai-Cai-Zheng(80)(1) 03322 dated December 2,1991 |
| 1996.01 | 10 | 220,000,000 | 2,200,000,000 | 220,000,000 | 2,200,000,000 | Surplus transferred to capital increase 165,000,000 Capital increase by cash 385,000,000 |
None | Order Letter Tai-Cai-Zheng(84)(1) 61115 dated December 2, 1995 |
| 1996.09 | 10 | 300,000,000 | 3,000,000,000 | 242,000,000 | 2,420,000,000 | Surplus transferred to capital increase 220,000,000 |
None | Order Letter Tai-Cai-Zheng(85)(1) 52109 dated August 23, 1996 |
| 1997.06 | 10 | 300,000,000 | 3,000,000,000 | 266,200,000 | 2,662,000,000 | Surplus transferred to capital increase 242,000,000 |
None | Order Letter Tai-Cai-Zheng(86)(1) 40863 dated May21, 1997 |
| 1998.06 | 10 | 300,000,000 | 3,000,000,000 | 292,820,000 | 2,928,200,000 | Surplus transferred to capital increase 133,100,000 Capital reserve transferred to capital increase 133,100,000 |
None | Order Letter Tai-Cai-Zheng(87)(1) 42752 dated May 15, 1998 |
| 1999.08 | 10 | 307,461,000 | 3,074,610,000 | 307,461,000 | 3,074,610,000 | Capital reserve transferred to capital increase 146,410,000 |
None | Order Letter Tai-Cai-Zheng(88)(1) 56190 dated June 17, 1999 |
| 2000.08 | 10 | 322,834,050 | 3,228,340,500 | 322,834,050 | 3,228,340,500 | Surplus transferred to capital increase 92,239,000 Capital reserve transferred to capital increase ~~61 492 000~~ |
None | Order Letter Tai-Cai-Zheng(89)(1) 58939 dated July 7, 2000 |
| 2004.06 | 10 | 378,800,000 | 3,788,000,000 | 322,834,050 | 3,228,340,500 | - |
- | 2004.06.30 Jing-Shou-Shang-Zi No. 09301110010 |
| 2008.01 | 10 | 378,800,000 | 3,788,000,000 | 281,167,262 | 2,811,672,620 | Consolidation of capital reduction and cancellation of treasury stock |
None | 2018.01.04 Jing-Shou-Shang-Zi No. 10601170400 |
| 2022.06 | 10 | 500,000,000 | 5,000,000,000 | 281,167,262 | 2,811,672,620 | - | - | June 28, 2022 Jing-Shou-Shang-Zi No. 11101114880 |
- 44 -
2. Type of shares:
April 17, 2023 Units: Shares
| 2. Type of shares: |
April 17,2023 Units: Shares |
April 17,2023 Units: Shares |
April 17,2023 Units: Shares |
|
|---|---|---|---|---|
| Type of shares | AuthorizedCapital | Remark | ||
| Outstandingshares | Unissued shares | Total | ||
| Ordinaryshares | 281,167,262 | 218,832,738 | 500,000,000 | Listed stock |
- Approval granted to offer and issue securities by shelf registration: None.
(II) Shareholder Structure
| roval granted to offer and issue securities by shelf registration: None. Shareholder Structure |
roval granted to offer and issue securities by shelf registration: None. Shareholder Structure |
roval granted to offer and issue securities by shelf registration: None. Shareholder Structure |
roval granted to offer and issue securities by shelf registration: None. Shareholder Structure |
roval granted to offer and issue securities by shelf registration: None. Shareholder Structure |
roval granted to offer and issue securities by shelf registration: None. Shareholder Structure |
roval granted to offer and issue securities by shelf registration: None. Shareholder Structure |
|---|---|---|---|---|---|---|
| April 17,2023 | ||||||
| Shareholder Structure Number |
Government agency |
Financial institution |
Other legal entities | Individual | Foreign institutions and foreigners |
Total |
| Number of persons | - | - | 53 | 31,711 | 20 | 31,784 |
| Number of shares held | - | - | 19,337,177 | 261,719,021 | 111,064 | 281,167,262 |
| Shareholding ratio | - | - | 6.88% | 93,08% | 0.04% | 100% |
(III) Diffusion of ownership:
| Diffusion of ownership: | Diffusion of ownership: | Diffusion of ownership: | Diffusion of ownership: |
|---|---|---|---|
| Face value of NT$10 per share April 17,2023 |
|||
| Shareholding range | Number of shareholders | Number of shares held | Shareholding ratio (%) |
| 1 to 999 | 18,470 | 762,290 | 0.27 |
| 1,000 to 5,000 | 8,281 | 20,228,642 | 7.19 |
| 5,001 to 10,000 | 2,369 | 20,685,604 | 7.36 |
| 10,001 to 15,000 | 570 | 7,542,819 | 2.68 |
| 15,001 to 20,000 | 666 | 12,901,553 | 4.59 |
| 20,001 to 30,000 | 448 | 12,118,097 | 4.31 |
| 30,001 to 40,000 | 205 | 7,525,310 | 2.68 |
| 40,001 to 50,000 | 176 | 8,472,771 | 3.01 |
| 50,001 to 100,000 | 306 | 23,378,199 | 8.31 |
| 100,001 to 200,000 | 164 | 24,666,567 | 8.77 |
| 200,001 to 400,000 | 72 | 19,970,261 | 7.1 |
| 400,001 to 600,000 | 17 | 8,334,306 | 2.96 |
| 600,001 to 800,000 | 7 | 5,107,000 | 1.82 |
| 800,001 to 1,000,000 | 11 | 9,975,517 | 3.55 |
| 1,000,001 or more, graded depending on actual situation | 22 | 99,498,326 | 35.39 |
| Total | 31,784 | 281,167,262 | 100.00 |
Note: No preferred shares issued
- 45 -
(IV) List of major shareholders Unit: Shares
| V) List of major shareholders |
Unit: Shares | |
|---|---|---|
| Share Name of major shareholder |
Number of shares held |
Shareholding ratio (%) |
| Shuo-Tang Yeh | 20,046,540 | 7.13 |
| Tsu-Rong Dai | 19,466,000 | 6.92 |
| Chien Shing Investment Co., Ltd. Representative: Shuo-Tang Yeh |
9,529,000 | 3.39 |
| Chien Shing Construction Co., Ltd. Representative: Shuo-Tang Yeh |
9,241,347 | 3.29 |
| Ai-Chu Hsu-Wu | 4,830,000 | 1.72 |
| Chen-Pin Yeh | 4,777,439 | 1.70 |
| Jui-Yuan Wu | 4,081,000 | 1.45 |
| Yi-Chang Lin | 3,320,000 | 1.18 |
| A-Cheng Hsu | 2,801,000 | 1.00 |
| Chin-Hsi Chiang | 2,769,000 | 0.98 |
Note: As there are less than 10 shareholders holding more than 5% of the shares, the list of top 10 shareholders is disclosed.
(V) Provide share prices for the past 2 fiscal years, together with the company's net worth per share, earnings per share, dividends per share, and related information:
| Item | Year | Year | 2021 |
2022 | As of March 31, 2023 (Note 8) |
|---|---|---|---|---|---|
| Share price (Note 1) |
Highest | 8.3 | 6.3 | 5.93 | |
| Lowest | 2.2 | 3.71 | 4.91 | ||
| Average | 4.55 | 5.29 | 5.52 | ||
| Net worth per share (Note 2) |
Before distribution | 2.49 | 5.22 | Note 9 | |
| After distribution | Undistributed | Undistributed | Unresolved | ||
| Earnings per share |
Weighted-average shares | 281,167,262 | 281,167,262 | 281,167,262 | |
| Earnings per share (Note 3) | 0.98 | 2.78 | Note 9 | ||
| Dividends per share |
Cash dividends | - | - | Unresolved | |
| Dividend distributi on |
Dividend distribution from earnings |
- | - | Unresolved | |
| Dividend distribution from capital reserve |
- | - | Unresolved | ||
| Accumulated unpaid dividends (Note 4) |
- |
- | Unresolved | ||
| Analysis of investment returns |
P/E ratio (price-to-earnings ratio) (Note 5) |
4.64 | 1.90 | Unresolved | |
| Price/Dividend ratio (Note 6) | - | - | Unresolved | ||
| Cash dividend yield (Note 7) | - | - | Unresolved |
Note 1: The highest and lowest market prices of common stocks for each year are listed, and are calculated on the basis of the annual transaction value and volume.
- 46 -
Note 2: Please fill in the number of shares issued at the end of the year and the distribution according to the resolution of the board of directors or general meeting of shareholders of next year.
Note 3: If there is a retroactive adjustment from distribution of bonus shares, the pre-adjustment and adjusted surplus per share shall be listed.
Note 4: Dividends that have not been issued in the current year are accrued to the issuer of the annual surplus; the accumulated undistributed dividends of the current year should be disclosed separately.
Note 5: Price/Earnings Ratio = Average Closing Price for the Year / Earnings per Share
Note 6: Price/Dividend Ratio = Average Closing Price for the Year / Cash Dividends per Share
Note 7: Cash Dividend Yield = Cash Dividends per Share / Average Closing Price for the Year
Note 8: The share price and related information are shown up until March 31, 2023.
Note 9: Up to the date of publication of the annual report, it has not been reviewed by the CPAs.
-
(VI) The company's dividend policy and implementation thereof:
-
The company’s dividend policy:
Annual surpluses concluded by the Company are first subject to taxation and reimbursement of previous losses, followed by a 10% provision for legal reserve and provision or reversal of special reserve as the laws may require. Any surpluses remaining will be added to unappropriated earnings accumulated from previous years, for which the board of directors will propose an earnings appropriation plan and seek resolution in a shareholder meeting before distribution. The Company shall devise earnings appropriation plans for the amount of distributable earnings calculated above after taking into consideration prospects of the economic environment, future capital requirements, long-term financial plans, and shareholders' needs for cash inflow, and present the proposal for resolution at shareholder meeting. At least 10% of total shareholders' dividends shall be paid in cash, but the Company may choose to pay dividends in shares instead if cash dividends amount to less than NT$0.5 per share.
-
Dividend distribution proposed on the most recent shareholders’ meeting: The shareholders’ meeting proposed not to distribute dividends.
-
(VII) Effect upon business performance and earnings per share of any distribution of bonus shares proposed or adopted at the most recent shareholders' meeting:
-
Not applicable as the shareholders’ meeting did not resolve any distribution of bonus shares.
-
(VIII) Remuneration to employees and directors and supervisors:
-
Information Relating to Remuneration of Employees, Directors and Supervisors in the Company's Articles of Incorporation:
-
Annual profits concluded by the Company are subject to employee remuneration of 2%-3%, which the board of directors may decide to distribute in cash or in shares. Employees of subsidiaries who meet certain criteria are also entitled to receive this remuneration. Up to 1% of the aforementioned profit may be distributed as directors' remuneration at the discretion of the board of directors. Employee and director remuneration proposals are to be raised for resolution during shareholder meetings.
Profits must first be reserved to offset against cumulative losses, if any, before the remainder can be distributed as employee/director remuneration in the above percentages. The annual profit mentioned in Paragraph 1 shall refer to pre-tax profit before employees’ and directors’ remuneration in the current year.
-
The basis for estimating the amount of employee, director, and supervisor remuneration, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period: No distribution of remuneration to employees, directors, or supervisors.
-
Information on the proposed distribution of remuneration passed by the Board of Directors:
-
(1) Remuneration to employees, directors and supervisors is distributed in cash or shares. If there is a difference between the estimates in the year in which the expense is recognized, the amount, the reason and the treatment for the difference shall be disclosed: No distribution of remuneration to employees, directors, or supervisors.
-
(2) The amount of any employee remuneration distributed in stock, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee remuneration: No distribution of remuneration to employees, directors, or supervisors.
-
-
The actual distribution of employee, director, and supervisor compensation for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor compensation, additionally the discrepancy, cause, and how it is treated: No distribution of remuneration to employees, directors, or supervisors.
-
(IX) Status of the Company repurchasing its own shares: None.
-
II. The Company's handling of corporate bonds: None.
-
III. The Company's preferred stocks: None.
-
IV. Global Depository Receipts: None.
-
V. The status of issue and private placement of employee stock warrants: None.
-
VI. The status of new restricted employee shares: None.
-
VII. Basic Information on acquiree and transferee Companies: None.
-
VIII. Matters to be recorded regarding the capital allocation plan
-
Up to the date of publication of the annual report, the Company did not have a capital allocation plan that was not completed, or planned to be completed but the benefits had not yet been shown.
- 47 -
Five. Operational Overview
I. Business activities
(I) Business activities:
| Business activities: | Business activities: |
|---|---|
| 1.Principal business activities: | |
| (1) CA01010 | Iron and Steel Smelt |
| (2) CA01020 | Iron and Steel Rolling and Extruding |
| (3) CA01050 | Steel Secondary Processing |
| (4) CA02990 | Other Metal Products Manufacturing |
| (5) CB01010 | Mechanical Equipment Manufacturing |
| (6) CC01080 | Electronics Components Manufacturing |
| (7) CO01010 | Tableware Manufacturing |
| (8) F113010 | Wholesale of Machinery |
| (9) F199990 | Other Wholesale Trade |
| (10) F401010 | International Trade |
| (11) H701010 | Housing and Building Development and Rental |
| (12) H701030 | Funeral Places Lease Construction and Development |
| (13) H701040 | Specific Area Development |
| (14) B201010 | Mining of Metal Ores |
| (15) F115020 | Wholesale of Ores |
| (16) CA01090 | Aluminum Casting |
| (17) CC01010 | Manufacture of Power Generation, Transmission and Distribution Machinery |
| (18) CC01090 | Manufacture of Batteries and Accumulators |
| (19) CD01030 | Motor Vehicles and Parts Manufacturing |
| (20) CD01040 | Motorcycles and Parts Manufacturing |
| (21) CD01050 | Bicycles and Parts Manufacturing |
| (22) CD01990 | Other Transport Equipment and Parts Manufacturing |
| (23) CQ01010 | Mold and Die Manufacturing |
| (24) E603050 | Automatic Control Equipment Engineering |
| (25) E603100 | Electric Welding Engineering |
| (26) E604010 | Machinery Installation |
| (27) E605010 | Computer Equipment Installation |
| (28) JA02020 | Motorcycle Repair |
| (29) JA02030 | Bicycle Repair |
| (30) C901040 | Manufacture of Ready-mix Concrete |
| (31) C901050 | Cement and Concrete Products Manufacturing |
| (32) C901990 | Other Non-Metallic Mineral Products Manufacturing |
| (33) J101080 | Resource Recycling |
| (34) ZZ99999 | All business items that are not prohibited or restricted by law, except those that are subject to special approval. |
- Main products and weight:
in products and weight: |
||
|---|---|---|
| Product/year | 2022 | 2021 |
| 300 series | 100.00% | 100.00% |
| Others | 0% | 0% |
| Total | 100.00% | 100.00% |
(II) Industry overview
1. Current and future industry prospects:
Steel is the foundation of a nation's industries; the material is critical for industrial development, and serves as a main driver for downstream industries, structural improvements, and growth of the overall economy. Specialized steel is especially useful for the development of high value-adding and technology-intensive industries in advanced nations; it is used extensively and has profound effect in industries such as machinery, electromechanical parts, auto industry, and electrical hand tools, making it an essential material for industry upgrade. The more advanced a nation's industries are, the higher volume of specialized steel is used. Taiwan's demand for stainless steel will increase given the ongoing upgrade of its industries, and there is still tremendous room for growth compared to other industrialized nations; meanwhile, demand for stainless steel among consumers is also rising due to improved living standards.
Stainless steel offers a number of advantages including appearance and high resistance against corrosion and heat that make it widely useful in chemical industries such as acid-making, paper-making, dyeing etc., as well as mechanical engineering, construction, electrical engineering, aerospace, arms, railroad, automobile, ship-making, household appliance, dining/kitchen utensil, construction, and renovation.
- 49 -
The main distinction between stainless steel and ordinary carbon steel is that the former has chromium and nickel added to it, making it resistant against rust and acid/alkaline corrosion when exposed to air. Stainless steel materials can be broadly classified between 300 series and 400 series, whereas product characteristics and uses are mainly distinguished between sheet and tube. Sheet materials emphasize more on surface treatment, and are used in applications that require flawless, steel-based exterior such as building decoration, chemical container, and household appliance; tube materials, on the other hand, demand less on surface treatment and emphasize more on material quality and chemical composition as they directly affect weld quality.
Tang Eng Iron Works was the nation's first company to produce stainless steel in July 1983. Out of support for the government's initiative to promote strategic industries, develop self-production capacity, and secure supply of stainless steel as a fundamental material for downstream industries, the Company invested substantial manpower and resources into the construction of a stainless steel cold rolling mill, which completed trial run in 1991 and began production in May 1992 at a capacity of 75,000 tons a year. An annealing acid wash line and a cold rolling machine were added in 2000 and 2001, and the plant is expected to produce 120,000 tonnes/year at full capacity. 2. Association between upstream, midstream, and downstream industry participants:
The Company operates in the midstream and upstream. It processes hot-rolled stainless steel coils through main production lines to produce 300 series cold-rolled stainless steel coils. China Steel, Yieh United, Tang Eng, and Walsin Lihwa are currently the main suppliers of hot-rolled stainless steel in Taiwan. High versatility makes stainless steel an essential material for light and heavy industries from metal hardware, construction, chemical engineering, food, mechanical engineering, to home appliance.
Association of Taiwan's stainless steel industry is depicted in the following figure:
Construction materials, chemical tanks, paper factories, automobile Stainless steel Semi-finished parts, industrial Stainless Steel rolling and coils and wire sheets, tubes, machinery, home steel-making thermal treatment rods and bars appliances, medical instruments etc.
3. Product trends:
Sophistication and application of stainless steel technology have evolved consistently over time, and the material is being used extensively for construction, transportation, kitchenware, appliances, and industrial machinery all over the world. Recent movements toward energy-saving, environment-friendly, and long-lasting materials also increase demand for stainless steel, and there is substantial gain to be generated from the growth of the stainless steel industry in the future.
- Competition:
Currently, main producers of cold-rolled stainless steel coils in Taiwan include: Tang Eng, Yieh United, Chien Shing, Tung Mung, and Walsin, with Yieh United being able to produce more than one million tonsa year. In terms of foreign competition, Tsinghan Holding has constructed plant facilities right at Indonesia's nickel mine zone, and proximity to raw materials provides it with great pricing advantage when competing with the rest of the world. Faced with such an intense competition, the Company will be diversifying raw material purchases to reduce production cost, while at the same time making improvements to production procedures and quality to improve competitiveness. The Company also has plans to explore new customer sources, build customer relations, and work with customers on expanding distribution channels for improved sales.
-
(III) Technological research and development:
-
R&D expenses made in the current year up until the publication date of annual report: None.
-
Future R&D plans:
The Company has an internal R&D team that is constantly researching for feasible solutions and proprietary technologies to improve quality consistency, reduce defect rate, promote real-time production quality feedback and online monitoring, streamline production and maintenance processes, and increase level of automation. The team has made many accomplishments over the years and proven itself competent at improving existing production procedures.
- 50 -
(IV) Long and short-term business plans:
| Business development | Short-termplan | Medium and long-termplans |
|---|---|---|
| Product aspect | Make ongoing improvements to product quality and production efficiency; reduce costs and enhance competitiveness. |
Keep track of demand changes in the market at all times, and develop new customer sources to facilitate market demand. |
| Customer, market, and sales aspects |
1. Develop adequate understanding of customers' needs, build productive interaction with customers, gain control over distribution network, and explore business opportunities. 2. Secure market share in domestic sales and continuegrowingexport sales. |
1. Strive to expand the market share of export market. 2. Aim to decrease production cost, and thereby raising competitiveness and sharing profits with midstream and downstream customers. |
II. Market, production and sales overview
- (I) Market analysis:
1. Locations where products are mainly sold:
The Company mainly purchases hot-rolled stainless steel coils and have them processed through main production lines to produce 300 series cold-rolled stainless steel coils. Products are then sold to the downstream for cutting or tubing. The Company currently sells 100% of products domestically and exports 0%.
Locations where products are mainly sold in the last two years
| Unit: NT$thousand | Unit: NT$thousand | |||
|---|---|---|---|---|
| Year Location |
2022 | 2021 | ||
| Amount | % | Amount | % | |
| Domestic sales | 1,231,007 | 100.00 | 2,470,941 | 100.00 |
| Export sales | 0 | 0 | 0 | 0 |
| Total | 1,231,007 | 100.00 | 2,470,941 | 100.00 |
2. Market share:
Currently, main suppliers of cold-rolled stainless steel in Taiwan include: Tang Eng, Chien Shing, Tung Mung, Yieh United, and Walsin. Based on monthly volumes supplied by major stainless steel manufacturers in Taiwan, the Company is estimated to have a 4% market share selling an average of 3,000-4,000 tonnes per month.
- Future market supply, demand and growth:
Stainless steel is a capital-intensive, technology-intensive, and high value-adding industry that not every developing nation has the market, capital, and technology to support. As a result, this material is commonly produced at developed nations and purchased by developing or underdeveloped nations. Given the uprise of emerging countries and regions such as China, India, Russia, Brazil, Africa, and Vietnam, use of stainless steel will increase progressively to drive growth of the stainless steel industry. Due to recent changes in market demand, stainless steel manufacturers are shifting towards the development of high value-adding and environment-friendly products, a trend that is likely to continue in the future. Judging by the consistent growth of demand for cold-rolled stainless steel sheets, the stainless steel industry is still presented with great potentials, both in terms of domestic and export sales.
- Competitive advantage:
The Company has placed great emphasis on raising technological competence and productivity, developing R&D capacity, and training local technological talents since it first constructed plant facilities. It is the only company in Taiwan capable of constructing an upgraded cold rolling mill all on its own without acquiring technology from a foreign counterpart, which greatly reduces operational and production costs. Furthermore, the Company has made pro-active efforts to expand production capacity, adding an annealing acid wash line in year 2000 followed by a 20-hi cold rolling mill in 2001 that increased annual production capacity from 75,000 tones to 120,000 tonnes. These expansions allowed the Company to achieve economy of scale, expand market share, increase utilization rate of existing facilities, support activation of other production lines, and ultimately reduce unit production cost.
-
Future opportunities, threats, and response strategies:
-
(1) Opportunities:
-
a. Automated production, refined employee base, and strong productivity.
-
b. Advanced production technology, top product quality, and track record of customer satisfaction.
-
-
(2) Threats:
Oversupply and intensifying competition of stainless steel.
- 51 -
-
(3) Response strategies:
-
a. Explore export markets outside China to diversify sales, and reduce impact of capacity expansion on the Company.
-
b. Promote systematic management, digitalization, and modernization for enhanced management efficiency.
-
c. Escalate research and development efforts for reduced production cost, enhanced production efficiency, and improved production process, quality, technological standards, and corporate competitiveness.
(II) Main product applications and production processes:
- Main product applications: 304 series
Building facade, beer keg, grain processing equipment, cryo tube, acid-making equipment, nuclear reactor dome, sprinkler, awning, liquid nitrogen/fluorine/nitrogen container, carbonated drink mixer, distilling tube etc.
- Production process of main products:
==> picture [398 x 73] intentionally omitted <==
----- Start of picture text -----
Raw
Hot-rolled Coil steel Annealing 20-hi cold Annealing Finishing Finished Customers
----- End of picture text -----
-
(III) Supply of main materials:
-
Hot-rolled stainless steel coils are the main raw materials used by the Company. These materials were sourced from foreign suppliers in Indonesia in 2022. The Company has developed productive and stable relationship with raw material suppliers; overall, the Company foresees no shortage of raw material in the future.
-
(IV) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each
-
List of major procurement customers:
Information on major suppliers in the most recent 2 fiscal years
| (IV) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each 1. List of major procurement customers: Information on major suppliers in the most recent 2 fiscal years |
(IV) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each 1. List of major procurement customers: Information on major suppliers in the most recent 2 fiscal years |
(IV) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each 1. List of major procurement customers: Information on major suppliers in the most recent 2 fiscal years |
(IV) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each 1. List of major procurement customers: Information on major suppliers in the most recent 2 fiscal years |
(IV) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each 1. List of major procurement customers: Information on major suppliers in the most recent 2 fiscal years |
(IV) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each 1. List of major procurement customers: Information on major suppliers in the most recent 2 fiscal years |
(IV) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each 1. List of major procurement customers: Information on major suppliers in the most recent 2 fiscal years |
(IV) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each 1. List of major procurement customers: Information on major suppliers in the most recent 2 fiscal years |
(IV) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each 1. List of major procurement customers: Information on major suppliers in the most recent 2 fiscal years |
(IV) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each 1. List of major procurement customers: Information on major suppliers in the most recent 2 fiscal years |
(IV) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each 1. List of major procurement customers: Information on major suppliers in the most recent 2 fiscal years |
(IV) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each 1. List of major procurement customers: Information on major suppliers in the most recent 2 fiscal years |
(IV) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each 1. List of major procurement customers: Information on major suppliers in the most recent 2 fiscal years |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unit: NT$ Thousand 2022 2021 As of the previous quarter of 2023 Item Name Amount Ratio to net annual purchase (%) Relation to the issuer Name Amount Ratio to net annual purchase (%) Relation to the issuer Name Amount Ratio to net procurement in current year to the end of the previous quarter (%) Relation to the issuer 1 b 654,690 61.18 None b 1,778,378 100.00 None None 2 c 415,467 38.82 None 3 4 Net procurement 1,070,157 100.00 Net procurement 1,778,378 100.00 Net procurement |
||||||||||||
| 2022 | 2021 | As of the previous quarter of 2023 | ||||||||||
| Item | Name | Amount | Ratio to net annual purchase (%) |
Relation to the issuer |
Name |
Amount | Ratio to net annual purchase (%) |
Relation to the issuer |
Name |
Ratio to net | ||
| procurement in |
Relation | |||||||||||
| Amount | current year to the |
to the |
||||||||||
| end of the | issuer |
|||||||||||
| previous quarter | ||||||||||||
| (%) | ||||||||||||
| 1 | b | 654,690 | 61.18 | None | b | 1,778,378 | 100.00 | None | None | |||
| 2 | c | 415,467 | 38.82 | None | ||||||||
| 3 | ||||||||||||
| 4 | ||||||||||||
| Net procurement |
1,070,157 | 100.00 | Net procurement |
1,778,378 | 100.00 | Net procurement |
||||||
Reason for the change: Mainly due to the Company's operational needs.
- 52 -
2. List of major sales customers:
Major sales customers in the most recent 2 fiscal years
Unit: NT$ Thousand
| 2022 | 2022 | 2022 | 2022 | 2021 | 2021 | 2021 | 2021 | As of the previous quarter of 2023 | As of the previous quarter of 2023 | As of the previous quarter of 2023 | As of the previous quarter of 2023 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | Ratio to net annual sales (%) |
Relation to the issuer |
Name | Amount | Ratio to net annual sales (%) |
Relation to the issuer |
Name | Amount | Ratio to net sales in current year to the end of the previous quarter (%) |
Relation to the issuer |
| 1 | A | 371,840 | 30.21 | None | A | 744,229 | 30.12 | None | A | 79,400 | 56.74 | None |
| 2 | B | 275,987 | 22.42 | None | B | 493,187 | 19.96 | None | B | 60,544 | 43.26 | None |
| 3 | C | 202,499 | 16.45 | None | D | 299,982 | 12.14 | None | None | |||
| 4 | E | 136,874 | 11.12 | None | E | 283,851 | 11.49 | None | None | |||
| Others | 243,807 | 19.80 | None | C | 237,057 | 9.59 | None | None | ||||
| None | Others | 412,635 | 16.70 | None | ||||||||
| Net sales | 1,231,007 | 100.00 | Net sales | 2,470,941 | 100.00 | Net sales | 139,944 | 100.00 |
Reason for the change: Mainly due to a decrease in customer demand.
(V) Production value table for the most recent 2 fiscal years:
Unit: NT$ Thousand
| Unit: NT$ Thousand | Unit: NT$ Thousand | Unit: NT$ Thousand | ||||
|---|---|---|---|---|---|---|
| Year Production Value Majorproduct |
2022 |
2021 | ||||
| Production capacity |
Production volume |
Production value | Production capacity |
Production volume |
Production value | |
| 300 Series (ton) | 120,000 | 13,344 | 1,231,476 | 120,000 | 31,406 | 2,228,887 |
| Total | 120,000 | 13,344 | 1,231,476 | 120,000 | 31,406 | 2,228,887 |
- 53 -
Unit: NT$ thousand
(VI) Sales volume for the most recent 2 fiscal years:
| Year Volume/ Value Major product |
2022 | 2022 | 2022 | 2022 | 2021 | 2021 | 2021 | 2021 |
|---|---|---|---|---|---|---|---|---|
| Domestic sales | Export sales | Domestic sales | Export sales | |||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | |
| 300 Series (ton) | 14,426 | 1,202,062 | 0 | 0 | 31,338 | 2,443,570 | 0 | 0 |
| Other | 28,945 | 27,371 | ||||||
| Total | 14,426 | 1,231,007 | 0 | 0 | 31,338 | 2,470,941 | 0 | 0 |
III. Information on employees during the most recent 2 fiscal years or during the current fiscal year up to the date of publication of the annual report
March 31, 2023
| March 31,20 | ||||
|---|---|---|---|---|
| Year | 2022 | 2021 | As of March 31 | |
| Number of employees | Directpersonnel | 21 | 16 | 23 |
| Indirectpersonnel | 11 | 28 | 12 | |
| Managementpersonnel | 22 | 19 | 22 | |
| Total | 54 | 63 | 57 | |
| Average age | 47.18 | 47.03 | 46.89 | |
| Averagey | ears of service | 12.47 | 12.69 | 12.35 |
| Education level distribution ratio (%) |
Doctor | - | - | - |
| Master | 1.89% | 1.59% | 1.75% | |
| College | 54.72% | 52.38% | 54.39% | |
| Senior high school | 39.62% | 41.27% | 38.60% | |
| Below senior high school | 3.77% | 4.76% | 5.26% |
IV. Contribution to environmental protection
(I) Losses (compensations) and fines incurred due to pollution of environment in the last year up until the publication date of annual report:
| 2022 | As of March 31, 2023 | |
|---|---|---|
| Pollution (category and severity) | 1. Violation of Air Pollution Control Act |
1. Violation of Waste Disposal Act |
2. Violate the Water Pollution Control Act |
||
| Claimant or penalty issuer | Tainan City Government Environmental Protection Bureau |
Tainan City Government Environmental Protection Bureau |
| Amount of compensation or penalty |
1. $150,000 | 1. $6,000 |
| 2. $96,000 | ||
| Other losses | None | None |
- 54 -
-
(II) Future response strategies (including improvement measures) and possible expenses (including possible losses due to absence of response strategy, estimated amount of penalties and compensations etc.):
-
Proposed improvement plans:
-
(1) Air pollution:
-
a. Prohibition against waste combustion within plant, and promotion of waste sorting.
-
b. Regular replacement of production scrubber and accurate recording of replacement time, making sure that PH value and statutory requirements are met.
-
c. Replacement and accurate recording of replacement date for bag-type dust filter A103 and differential pressure gauge.
-
-
(2) Waste:
-
a. Change of Waste Disposal Plan depending on the state of waste produced in plant.
-
b. Monthly reporting of waste produced, stored, cleared, and treated in plant.
-
c. Storage of waste in accordance with rules, and thereby preventing pollution to the environment.
-
(3) Water pollution:
-
a. Accurate recording of sludge produced, stored, and cleared.
-
b. Change of water pollution prevention permit depending on the state of in-plant water treatment facilities.
-
c. Quarterly inspection and reporting, and prevention of reporting errors.
-
d. Installation of nitrous nitrate and ammonia nitrogen improvement works.
-
Possible expenses: 2 million
-
Possible losses due to absence of response strategy, and estimated amount of penalties and compensations: None
V.
Labor-management relations
-
(I) Availability and execution of employee welfare, education, training, and retirement policies; elaborate on the agreements between employers and employees, and protection of employees' rights:
-
(I)All employees of the Company are covered by Labor Insurance, National Health Insurance, and group insurance. Benefits on childbirth, injury, healthcare, retirement, and death are paid according to Labor Insurance Act, National Health Insurance Act, and Labor Standards Act.
-
(II) The Company has an Employee Welfare Committee in place to oversee matters concerning employee welfare. In addition to organizing unscheduled activities, the Company also offers regular benefits such as: domestic trip, festive cash/gift, birthday cash, and wedding/funeral/celebration/condolence cash.
-
(III) The Company organizes internal training courses on a department-by-department basis and assigns employees to undergo external training from time to time to help employees develop professional character and competitive advantage.
-
(IV) Implementation of the retirement system:
-
The Company has established employee retirement policy as part of its work rules. All permanent employees are entitled to pension benefits upon retirement that are calculated based on years of service and 6-month average salary at the time of retirement. The Company makes contributions totaling 2% of employees' monthly salary into a pension fund account maintained with Bank of Taiwan according to "Regulations for the Allocation and Management of the Workers' Retirement Reserve Funds." Starting from July 1, 2005, a defined contribution plan was introduced under the "Labor Pension Act" and applied to all local employees. For the new scheme, the Company contributes an amount no less than 6% of employees' monthly salary to their individual accounts held with the Bureau of Labor Insurance.
-
(V) Enforcement of labor agreements and employee rights: The Company has always valued employees' benefits, and strives to provide a satisfying work environment and engage employees in two-way communication to promote harmonic employment relations.
-
(VI) Employee behavior or ethics guidelines: The Company has implemented the following rules to provide employees with a better understanding about work duties and ethics:
-
(1) Organization and responsibilities: Outline the function and responsibilities of each department.
-
(2) Work rules: Outline work hours, attendance requirements, reward and disciplinary actions, Leave of Absence Policy, and Employee Performance Evaluation Policy.
-
(3) Employee Work Ethics Guidelines.
-
(II) Losses as a result of employment dispute in the last year up until the publication date of annual report: None
-
(III) Existing and possible losses arising as a result of employment dispute, and response measures:
- 55 -
The Company currently does not have a union, but it values employees' welfare, provides them with a satisfying work environment, and engages them in two-way communication to maintain harmonic relations. The Company also has work rules implemented according to regulations to introduce reasonable standards on salary, work hours, leave of absence, and retirement. Due to proper training and robust measures on safety and health, the Company encountered no major employment dispute to date, and considers it extremely unlikely to incur losses on employment dispute in the future.
- (IV) Work environment and protection of employees’ safety:
Chien Shing makes annual safety and health plans and duly enforces them to continually improve workplace health and safety. Chien Shing has assembled a Worker Safety and Health Committee to improve on work safety issues. The committee convenes meetings once per quarter or on an ad-hoc basis. Work safety issues are discussed during management meetings held every Monday, and the Company has a work safety unit that publishes newsletters regularly or on an ad-hoc basis to convey work safety message.
-
Key safety and health management tasks
-
(1) Labeling and communication of dangerous and harmful materials
-
a. Certain chemical equipment (tanks) are inspected once every two years and duly recorded in logs.
-
b. The Company is involved in chemical operations; operators in each shift are certified to handle special chemical substances, and are re-trained once every 3 years according to policy.
-
c. Substance safety data sheets are placed at locations that accessible to operators, and updated regularly or on an ad-hoc basis.
-
d. Each unit conducts its own checks on chemical pipe flow and valve switch labeling.
-
e. Protective gears are assigned to the units in need and placed under the custody of individual users.
-
f. A 3-hour hazard training is held in December each year; below is the course program:
-
(a) Code of conduct for handling special chemical substances. (b) Operating procedures for handling special chemical substances. (c) Special chemical training.
-
g. Leakage alarms are placed near workplaces that involve chemicals.
-
h. First-aid kits are placed near workplaces that involve chemicals.
-
I. Emergency sprinklers are inspected on a monthly basis.
-
j. Rules on tank car unloading, tank labeling, tank car parking zone, and tyre stoppers have been implemented.
-
k. A hazardous substances list has been created.
-
(2) The Company takes samples and conducts tests on the following hazardous workplaces once every six months:
-
a. Workplaces that involve special chemicals. b. Workplaces of strong dust. c. Workplaces of high noise. d. Workplaces of high heat.
-
(3) Subcontractor management:
-
a. The Company has implemented Subcontractor Safety and Health Work Rules. b. Hazard advices and safety advices are produced.
-
(4) The Company has implemented Employee Safety and Health Code of Conduct.
-
(5) Safety and health training.
-
a. New recruits are subjected to worker safety and health training.
-
b. Existing employees are subjected to the following on-job training:
-
(a) On-job training on boilers. (b) On-job training for special chemical substances managers.
-
(c) On-job training on cranes. (d) On-job training for first-aid personnel, re-trained once every 3 years。
-
(e) On-job training for hypoxia operations supervisor, re-trained once every 3 years.
-
(f) On-job training for forklift operator, re-trained once every 3 years.
-
(g) On-job training for safety and health officer, re-trained once every 3 years.
-
(h) On-job training for Class A safety and health officer, re-trained once every 3 years.
-
(6) Management of personal protection gear.
-
a. A registry of protective gears has been created. b. Notes on use of protective gear have been established.
-
(7) Health checkup, health management, and health promotion activities are carried out in August each year.
-
(8) Emergency response measures are implemented in June and December each year. Training of the internal fire safety team is held at the end of June and December each year.
-
(9) Data on occupational hazards, close calls, and events that affect physical or mental health is analyzed.
-
a. Accidental injury report forms are filed for every injury occurred. b. Occupational hazard statistics is analyzed on a yearly basis.
-
(10) Other safety and health measures.
-
a. Notes on coil steel and retaining walls have been established. b. Notes on forklift operations have been established as part of the safety and health code of conduct.
-
c. Notes on crane operations have been established as part of the safety and health code of conduct. d. Notes on earthquake have been established.
-
e. Notes on prevention of pneumoconiosis have been established. f. Prevention of noise hazard has been established as part of the safety and health code of conduct.
-
g. Test reports on high pressure equipment is prepared on a yearly basis.
-
Worker and mechanical equipment audit
- 56 -
-
(1) Mechanical equipment management.
-
a. Dangerous machinery: All cranes are certified and inspected on a monthly basis, whereas operators are certified and re-trained once every 3 years.
-
b. Dangerous equipment: All boilers are certified and inspected on a monthly basis, whereas operators are certified and re-trained once every 3 years.
-
(2) Regular inspection, special inspection, operational inspection, and on-site inspection: a. Monthly inspections:
-
(a) Crane inspection sheet. (b) Cable inspection sheet. (c) Boiler inspection sheet. (d) Generator inspection sheet.
-
(e) Gas pipe inspection sheet. (f) Air compressor inspection sheet.
-
b. Daily inspections: (a) Special chemical pre-operation inspection sheet. (b) Forklift inspection sheet. (c) Crane inspection sheet.
-
c. The work safety unit inspects for defect on a regular and ad-hoc basis, and raises defect on-site or during manager meetings.
-
d. The work safety unit communicates with employees on work safety issues on a regular or ad-hoc basis through the use of work safety newsletters.
-
The Company adopts Management by Walking Around as a way to manage safety and health, and to raise employees' work safety awareness for the prevention of future accidents.
- 57 -
VI. Major contracts
| Nature of contract | Nature of contract | Parties involved | Contract start/end date | Main details | Restrictive clauses |
|---|---|---|---|---|---|
| 1. | Supply contract | Shin Nan Natural Gas |
2019.05.17-2029.05.17 | Supply of natural gas as industrial fuel | None |
| 2. | Environmental protection contract |
KATEC Creative |
2019.09.01-2022.12.31 | Treatment of plant waste (C-0104) | None |
| 3. | Environmental protection contract |
We Cheer Recycling |
2019.09.01-2022.12.31 | Clearance of plant waste (C-0104) | None |
| 4. | Environmental protection contract |
Taiwan Environment Scientific |
2019.09.03-2022.12.31 | Clearance of plant waste (C-0104) | None |
| 5 | Environmental protection contract |
Tempo Cleaning Co., Ltd. |
2021.06.01-2026.05.31 |
Clearance of plant waste (D-1801;D0899) | None |
| 6 | Environmental protection contract |
San Yu Transport |
2022.01.01-2022.12.31 | Clearance and treatment of plant waste oil mixture (D-1799) | None |
| 7 | Environmental protection contract |
She Ching Enterprise Co. |
2022.01.01-2022.12.31 | Treatment of plant waste oil mixture (D-1799) | None |
| 8 | Environmental protection contract |
San Yu Transport |
2022.04.11-2022.12.31 | Clearance of plant coordination complex (C-0104) | None |
| 9 | Environmental protection contract |
Cleanaway | 2022.04.11-2022.12.31 | Treatment of plant coordination complex (C-0104) | None |
| 10 | Environmental protection contract |
Xu Ri Environmental Protection Technology Co., Ltd. |
2022.11.23-2023.12.31 | Clearance of plant waste (D-0902) | None |
| 11 | Environmental protection contract |
Chan Sing Ready Mixed Concrete Co., Ltd. |
2022.11.23-2023.12.31 | Treatment of plant waste (D-0902) | None |
| 12 | Environmental protection contract |
San Yu Transport |
2022.08.15-2023.06.30 | Treatment of plant waste (D-0903) | None |
| 13 | Environmental protection contract |
She Ching Enterprise Co. |
2022.08.15-2023.06.30 | Treatment of plant waste (D-0903) | None |
| 14 | Environmental protection contract |
San Yu Transport |
2022.01.01-2022.12.31 | Treatment of plant waste (R-1201) | None |
| 15 | Environmental protection contract |
Yi Bang Enterprise |
2022.01.01-2022.12.31 | Treatment of plant waste (R-1201) | None |
| 16 | Environmental protection contract |
San Yu Transport |
2023.01.03-2023.12.31 | Treatment of plant waste (R-1201) | None |
| 17 | Environmental protection contract |
Yi Bang Enterprise |
2023.01.03-2023.12.31 | Treatment of plant waste (R-1201) | None |
| 18 | Information contract |
InfoChamp Systems Corp. |
2021.07.15-2022.07.14 | Contract on entire information system maintenance |
None |
| 19 | Information contract |
InfoChamp Systems Corp. |
2022.07.15-2023.07.14 | Contract on entire information system maintenance |
None |
- 58 -
Six. Overview of the Company's Financial Status
-
I. Condensed balance sheets and statements of comprehensive income for the most recent 5 fiscal years
-
(I) Condensed balance sheets and comprehensive income statements - International Financial Reporting Standards
1. Condensed Balance Sheet - Individual
| Unit: NT$thousand | Unit: NT$thousand | Unit: NT$thousand | Unit: NT$thousand | Unit: NT$thousand | Unit: NT$thousand | ||
|---|---|---|---|---|---|---|---|
| Year Item |
Financial information forthemostrecent 5fiscalyears (Note1) | Financial information for the current year up until March 31, 2023 (Note 3) |
|||||
2022 |
2021 | 2020 | 2019 | 2018 | |||
| Current assets | 956,263 | 1,145,474 | 825,076 | 888,845 | 988,769 | Not applicable. |
|
| Property, plant and equipment |
392,032 | 487,264 | 729,083 | 842,873 | 934,992 | ||
| Intangible assets | 93 | 145 | - | - | - | ||
| Otherassets | 7,827 | 8,722 | 4,635 | 7,677 | 12,680 | ||
| Totalassets | 1,516,431 | 1,953,507 | 1,754,625 | 1,920,233 | 2,139,164 | ||
| Current liabilities |
Before distribution |
44,023 | 960,500 | 872,527 | 727,909 | 1,009,124 | |
| After distribution |
Note 2 | Undistributed | Undistributed | Undistributed | Undistributed | ||
| Non-currentliabilities | 5,486 | 294,007 | 447,990 | 565,863 | 306,041 | ||
| Total liabilities |
Before distribution |
49,509 | 1,254,507 | 1,320,517 | 1,293,772 | 1,315,165 | |
| After distribution |
Note 2 | Undistributed | Undistributed | Undistributed | Undistributed | ||
| Equity attributable to owners of the parent company |
1,466,922 | 699,000 | 434,108 | 626,461 | 823,999 | ||
| Share capital | 2,811,673 | 2,811,673 | 2,811,673 | 2,811,673 | 2,811,673 | ||
| Capital r | eserve | - | - | - | - | - | |
| Retained earnings |
Before distribution |
(1,312,771) | (2,094,552) | (2,372,061) | (2,162,971) | (1,985,574) | |
| After distribution |
Note 2 | Undistributed | Undistributed | Undistributed | Undistributed | ||
| Otherequities | (31,980) | (18,121) | (5,504) | (22,241) | (2,100) | ||
| Treasury stocks | - | - | - | - | - | ||
| Non-controllinginterests | - | - | - | - | - | ||
| Total Equity | Before distribution |
1,466,922 | 699,000 | 434,108 | 626,461 | 823,999 | |
| After distribution |
Note 2 | Undistributed | Undistributed | Undistributed | Undistributed |
Note 1: Information for the most recent 5 fiscal years has been audited by CPAs.
-
2: Not yet resolved by the shareholders' meeting for distribution or appropriation.
-
3: Until publication date of the annual report, it has not been reviewed by the CPAs.
-
4: The data for 2018 is parent company only financial information; the data for 2019-2022 is individual financial information.
- 59 -
Unit: NT$ Thousand
2. Condensed statement of comprehensive income - individual
| 2. Condensed statement of comprehensive | income - individual Unit: NT$ |
income - individual Unit: NT$ |
income - individual Unit: NT$ |
income - individual Unit: NT$ |
income - individual Unit: NT$ |
Thousand |
|---|---|---|---|---|---|---|
| Year Item |
Financial information for the most recent 5 fiscal years (Note 1) | Financial information for the current year up until March 31, 2023(Note 3) |
||||
| 2022 | 2021 | 2020 | 2019 | 2018 | ||
| Operating income | 1,231,007 | 2,470,941 | 803,775 | 1,155,098 | 2,838,205 | Not applicable. |
| Operating profit (loss) | (109,471) | 304,399 | (188,829) | (159,593) | (38,469) | |
| Operating (loss) income | (145,835) | 265,521 | (221,988) | (197,101) | (85,153) | |
| Non-operating income and expense | 955,832 | 10,941 | 12,310 | 19,272 | (429,278) | |
| Net income (loss) before tax | 809,997 | 276,462 | (209,678) | (177,829) | (514,431) | |
| Net profit (loss) for continuing operations forthe period |
780,657 | 276,324 | (209,678) | (177,829) | (514,137) | |
| Loss of discontinued operations | - | - | - | - | - | |
| Net income (loss) for the period | 780,657 | 276,324 | (209,678) | (177,829) | (514,137) | |
| Other comprehensive income for the period (Net aftertax) |
(12,735) | (11,432) | 17,325 | (19,709) | (34,175) | |
| Total comprehensive income for the period | 767,922 | 264,892 | (192,353) | (197,538) | (548,312) | |
| Net income attributable to owners of the parent company |
780,657 | 276,324 | (209,678) | (177,829) | (514,137) | |
| Net income attributable to non-controlling interests |
- | - | - | - | - | |
| Comprehensive income attributable to owners ofthe parent company |
767,922 | 264,892 | (192,353) | (197,538) | (548,312) | |
| Comprehensive income attributable to non-controllinginterests |
- | - | - | - | - | |
| Earnings per Share | 2.78 | 0.98 | (0.75) | (0.63) | (1.83) |
Note 1: Information for the most recent 5 fiscal years has been audited by CPAs.
-
2: For those who have been notified by the competent authorities to revise their financial information: None.
-
3: Until publication date of the annual report, it has not been reviewed by the CPAs.
-
4: The data for 2018 is parent company only financial information; the data for 2019-2022 is individual financial information.
(II) Name and audit opinion of the CPAs for the most recent 5 fiscal years:
| Year | CPA | Audit Opinion |
|---|---|---|
| 2018 | Wei-Chin Hou, Jui-Wen Lu | Unqualified opinion |
| 2019 | Wei-Chin Hou, Jui-Yen Tseng | Unqualified opinion plus material uncertainties relating to continuing operations |
| 2020 | Wei-Chin Hou, Jui-Yen Tseng | Unqualified opinion plus material uncertainties relating to continuing operations |
| 2021 | Jui-Wen Lu, Jui-Yen Tseng | Unqualified opinion |
| 2021 | Jui-Wen Lu, Jui-Yen Tseng | Unqualified opinion |
- 60 -
II. Financial analysis for the past five fiscal years
-
(I) Financial analysis - International Financial Reporting Standards
-
Financial analysis - Individual
| 1. Financial analysis - Individual | 1. Financial analysis - Individual | ||||||
|---|---|---|---|---|---|---|---|
| Year Analysis Item |
Financialanalysisforthemostrecent 5fiscalyears (Note1) | Financial information for the current year up until March 31, 2023 (Note 5) |
|||||
| 2022 | 2021 | 2020 | 2019 | 2018 | |||
| Financial structure % |
Debt to assetsratio | 3.26 | 64.22 |
75.26 |
67.38 | 61.48 | Not applicable. |
Long-term capital to property, plant and equipmentratio |
375.58 | 203.79 |
120.99 |
141.46 |
118.82 |
||
| Solvency (%) |
Liquidityratio | 2,172.19 | 119.26 | 94.56 | 122.11 | 97.98 |
|
| Quick ratio | 1,328.78 | 46.32 | 10.54 |
30.19 |
39.72 | ||
| Timesinterest earned | 110.96 | 21.25 | Note 3 | Note 3 | Note 3 | ||
| Operating capacity |
Turnover of receivables (per time) |
- | 272.45 |
88.62 |
- |
- |
|
| Average collection days for receivables |
- | 1.34 |
4.12 |
- |
- |
||
| Inventory turnover(pertime) | 4.68 | 5.78 | 2.01 | 2.3 |
4.89 | ||
| Payables turnover(pertime) | 88.05 | 116.99 | 55.41 | 89.56 |
8.02 | ||
| Average daysforsale | 77.99 | 63.15 | 181.59 | 158.70 | 74.64 | ||
| Turnover of property, plant, and equipment (pertime) |
2.80 | 4.06 |
1.02 |
1.3 |
2.94 |
||
| Total assets turnover (per time) |
0.71 | 1.33 |
0.44 |
0.57 |
1.31 |
||
| Profitability | Returnonassets (%) | 45.34 | 15.49 |
(10.80) | (8.15) | (23.2) | |
| Returnonequity (%) | 72.09 | 48.77 | (39.54) | (24.52) | (46.82) | ||
Ratio of profit before tax to paid-in capital(%) (Note 10) |
28.81 | 9.83 |
(7.46) |
(6.32) |
(18.3) |
||
| Net profitmargin(%) | 63.42 | 11.18 |
(26.09) | (15.4) | (18.11) | ||
| Earningsper share(NT$) | 2.78 | 0.98 |
(0.75) |
(0.63) | (1.83) | ||
| Cash flows | Cash flowratio (%) | 384.37 | 46.58 | Note2 | Note2 | (23.74) | |
| Cash flow adequacyratio(%) | Note 2 | Note 2 | Note 2 | 142.25 | 147.24 |
||
| Cash re-investmentratio (%) | 3.00 | 8.88 | Note2 | Note2 | Note2 | ||
| Leverage | Operatingleverage | Note 4 | 1.46 | Note 4 |
Note 4 | Note 4 | |
Financial leverage |
Note 4 | 1.05 | Note 4 |
Note 4 | 0.86 | ||
| Please explain the reason for ratio changes for financial information in the most recent 2 fiscal years. I. In terms of the financial structure: 1. Ratio of liabilities to assets decreased from last year, because the total liabilities decreased in 2022. 2. Long-term capital to property, plant and equipment ratio increased due to the increase in shareholders' equity in 2022. II. In terms of solvency: 1. Current ratio and quick ratio increased from last year, because the current liabilities decreased in 2022. 2. Times interest earned increased from last year, because the net income before tax for 2022 increased. III. In terms of operating capacity: 1. Inventory turnover rate decreased, because the sales costs of 2022 decreased due to the declining sales revenue, and the inventories of the period decreased, and thus the inventory turnover rate decreased from last year. 2. Average days for sale increased from last year, because the inventory turnover rate decreased in 2022, resulting in an increase in average days for sales. 3. Property, plant and equipment turnover rate and total asset turnover rate decreased from last year, because the net sales in 2022 decreased from last year. 4. Payables turnover decreased from last year, because the purchases in 2022 decreased from last year. IV. In terms of profitability: 1. Returns on assets and equity grew from last year, because the net income after tax for 2022 increased. 2. Net income before tax to paid-in capital increased from last year, because the net income after tax for 2022 increased. 3. Net profit margin and earnings per share increased from last year, because the net income after tax for 2022 increased from last year. V. In terms of cash flows: 1. Cash flows increased from last year, because the current liabilities for 2022 decreased from last year. 2. The cash reinvestment ratio decreased from last year because the cash inflow from operating activities in 2022 decreased from last year. VI. In terms of leverage: As it is a net operatingloss for 2022,leverage was not calculated. |
- 61 -
Note 1: Above financial information has been audited by CPAs. Note 2: Not applicable as the net cash flows from operating activities are outflows.
Note 3: Not calculated as this year was a net loss before income tax expense.
Note 4: Not calculated as this year was a net operating loss. Note 5: Until publication date of the annual report, it has not been reviewed by the CPAs.
Note 6: Formulas for calculating each of the above ratios are as follows:
-
Financial structure
-
(1) Debt-to-asset Ratio = total liabilities/total assets.
-
(2) Long-term Capital to Property, Plant and Equipment Ratio=(total equity + non-current liabilities)/net of property, plant, and equipment.
-
- Solvency
-
(1) Liquidity Ratio = current assets/current liabilities.
-
(2) Quick Ratio = (current assets – inventory – prepaid expenses)/current liabilities.
-
(3) Times Interest Earned = income before income tax and interest expenses/current interest expenses.
-
Operating Capacity
-
(1) Receivables (including accounts receivable and notes receivable arising from business operations) Turnover Rate =
-
net sales amount/average receivables (including accounts receivable and notes receivable arising from business operations) for each period.
-
(2) Average Collection Days for Receivables = 365/turnover of receivables.
-
(3) Inventory Turnover = cost of goods sold/average inventory.
-
(4) Payables (including accounts payable and notes payable arising from business operations) Turnover Rate =
-
cost of goods sold/average payables (including accounts payable and notes payable arising from business operations) for each period.
-
(5) Average Days of Sale = 365/inventory turnover.
-
(6) Turnover of Property, Plant, and Equipment = net sales amount/average net worth of property, plant, and equipment.
-
(7) Total Assets Turnover = net sales amount/average total assets.
-
Profitability
-
(1) Return on Assets = [net income + interest expenses (1- tax rate)]/average total assets.
-
(2) Return on Equity = net income/average total equity.
-
(3) Net profit margin = net income/net sales amount.
-
(4) Earnings per Share (EPS) = (profit and loss attributable to owners of the parent – dividends on preferred shares)/weighted average number of issued shares. (Note 7)
-
- Cash Flow
-
(1) Cash Flow Ratio = net cash flow from operating activities/current liabilities.
(2) Net Cash Flow Adequacy Ratio = net cash flow from operating activities for the most recent five years/(capital expenditures + inventory increase + cash dividends for the most recent five years). (3) Cash Re-investment Ratio = (net cash flow from operating activities – cash dividends)/gross property, plant, and equipment value + long-term investment + other non-current assets + working capital). (Note 8) 6. Leverage:
-
(1) Operating Leverage = (net operating revenue – variable operating costs and expenses)/operating income (Note9). (2) Financial Leverage = operating income/(operating income - interest expenses).
-
Note 7: The above formula for calculating earnings per shares should pay special attention to the following when measuring:
-
Based on the weighted average number of ordinary shares, rather than the number of shares issued at the end of the year.
-
Where there is a cash replenishment or treasury stock trading, the weighted average number of shares shall be calculated during the period of circulation.
-
Where there is a surplus to capital increase or capital surplus to capital increase, the calculation of the earnings per share for the previous year and half year should be adjusted by the proportion of capital increase, rather than the period the capital increase is issued.
-
If the preferred shares are non-convertible accumulative shares, its annual dividend (whether or not it is issued) shall be deductible from the net income or increased to net loss after taX. If the preferred shares are non-cumulative, then in the case of having a net profit after tax, the preferred dividend should be deducted from the net profit after tax; in the case of net loss after tax, no adjustments are required.
Note 8: Special attention should be paid to the following when analyzing cash flows: 1. Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement. 2. Capital expenditure refers to the annual cash outflow of capital flows.
-
The increase in inventories shall only be credited when the balance at the end of the period is greater than them balance at the beginning of the period. If the inventory is reduced at the end of the year, then the inventory amount should be accounted at zero.
-
Cash dividends include cash dividends for common stock and special shares.
-
Fixed assets means the total amount of Property , plant and equipment before deducting accumulated depreciation.
-
Note 9: The issuer shall distinguish between the operating costs and operating expenses being fixed or variables. When involved in the estimation or subjective judgments, one should pay attention to its rationality and consistency.
-
Note 10: If the Company's shares are no par or not in the denomination of NT$10, the calculation of the ratio of the paid in capital shall be calculated based on the equity ratio of the balance sheet attributable to the owners of the parent company.
-
Note 11: The data analysis for 2018 is based on the parent company only financial information; the data analysis for 2019-2022 is based on individual financial information.
- 62 -
III. Audit Committee's Review Report on the Most Recent Annual Financial Report
Chien Shing Stainless Steel Co., Ltd. Audit Committee’s Review Report
The Board of Directors has submitted the Company's 2022 financial report, which has been jointly audited by CPA Jui-Wen Lu and CPA Arnico Tseng of Diwan & Company, and the business report and loss allocation table, which have been reviewed by the Audit Committee, with no discrepancy found. We have presented you the reports based on the provisions stipulated in Article 14-4 and Article 36 in the Securities and Exchange Act and Article 219 in the Company Act.
Regards,
Annual General Meeting 2023 of Chien Shing Stainless Steel Co., Ltd.
Convener of the Audit Committee: Ying-Ying Yang
March 14, 2023
- 63 -
IV. Financial Statement for the Most Recent Year
CPAs’ Audit Report
To Chien Shing Stainless Steel Co., Ltd.:
Audit opinion
We have audited the accompanying individual balance sheet of Chien Shing Stainless Steel Co., Ltd. (the “Company”) as of December 31, 2022 and 2021, and the individual statements of comprehensive income, individual changes in equity and individual cash flows from January 1 to December 31, 2022 and 2021, and the notes to the individual financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying individual financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022 and 2021, and its individual financial performance and its individual cash flows from January 1 to December 31, 2022 and 2021 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (“FSC”).
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Individual Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the individual financial statements of the Company for the year 2022. These matters were addressed in the context of our audit of the individual financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We decided the key audit matters are the followings:
I. Impairment of Property, Plant and Equipment
Please refer to Note IV.8(2) of the individual financial statements for the accounting policy for
- 64 -
property, plant and equipment; for the material estimations and the major sources of assumed uncertainties, please refer to Note V.2(5) to the individual financial statements
Property, plant and equipment are the major assets of the Company, as of December 31, 2022, their carrying amount was NTD 392,032 thousand, accounted fro 26% of the total assets. When evaluating any impairment sign by the management, they have to estimate the recoverable amount of such asset. When evaluating the impairment of assets, the value in use is the present value of the future cash flows expected to be derived from an asset or cash-generating unit. The application of value in use must estimate the future cash inflow and outflow derived from continuous use and final disposal of such asset, and the proper discount rate shall be applied to such future cash flow. Since the judgement and assumption involved in evaluating impairment of assets, including identification of cash-generating unit, future sales forecast, estimated profit of products, remaining economic life of the asset, and the current time value of money; the management shall make the best estimation. Therefore we consider the impairment of property, plant and equipment is one of the most material matters when auditing the Company’s individual forecast statements.
The related audit procedure undertaken by us including assessing if the management has clear identified the information from internal and external sources for signs of impaired asset; reviewing the reasonableness of the estimation basis of future cash flow applied by the management; reviewing the discount rate applied by the management reflecting the ratio of the current market assessment to the time value of money and certain risks of the asset; assessing the reasonableness of the cash generating unit to which the asset attributed to identified by the management; and calculating the estimation of the recoverable amount of the asset.
II. Valuation of Inventories
Please refer to Note IV.9 of the individual financial statements for the accounting policy for valuation of inventories; for the material estimations and the major sources of assumed uncertainties, please refer to Note V.2(4) of the individual financial statements
As of December 31, 2022, the Company’s carrying amount of inventories was NTD 259,871 thousand, accounted fro 17% of the total assets. The Company mainly produces and sells cold-rolled stainless coil products; its production and marketing policy is affected by the changes of market demands. When an inventory is damaged, all or part obsolete or selling price depreciated, the cost of such inventory may not be recovered. When the estimated costs to be input until completion and the estimated costs required for sales increased, the cost of such inventory may not be recovered, either. The use and value of inventories mainly depend on the inventory management policy of the management, and the future sales forecast of the products. However, forecast is uncertain, and thus we consider valuation of inventories is one of the most material matters when auditing the Company’s individual forecast statements.
- 65 -
Key determining factors for valuation of inventories, mainly is the estimates of net realizable value, which is based on the most reliable evidence of the expected realizable value of inventories at the time of estimation. In this regard, the related audit procedure undertaken by us including reviewing if the policy of the Company to determine the net realizable value of inventories reasonably reflects the future sales forecast of the inventories; the historical experience and other certain conditions; analyzing and testing the ages of inventories to identify if certain obsolete inventories have been appropriated for inventory depreciation loss reasonably based on the historical experience; and assessing the matters after the period within the proved extent of the conditions at the end of period, and how the fluctuation of prices or costs directly related to the matters after the period impact the net realizable value of inventories.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
While preparing the individual financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Individual Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these individual financial statements.
As part of an audit in accordance with the auditing standards of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- 66 -
-
I. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
II. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
III. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
IV. Conclude on the appropriateness of management’s use of the going concern basis of accounting and. based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or. if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
V. Evaluate the overall presentation, structure and content of the individual financial statements, including the disclosures, and whether the individual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the individual financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our
- 67 -
auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Diwan & Company The Financial Supervisory Commission R.O.C. Approval No. for the Certification: Jing Guang Zheng Shen Zhi No. 1000047855 Jing Guang Zheng Shen Zhi No. 0990071790
Jui-Wen Lu CPA:
Rui-Yan Tseng
March 14, 2023
- 68 -
| Chien Shing Stainless Steel Co., Ltd. Individual Balance Sheet December 31, 2022 and 2021 (All amounts in NTD thousand) |
Chien Shing Stainless Steel Co., Ltd. Individual Balance Sheet December 31, 2022 and 2021 (All amounts in NTD thousand) |
Chien Shing Stainless Steel Co., Ltd. Individual Balance Sheet December 31, 2022 and 2021 (All amounts in NTD thousand) |
Chien Shing Stainless Steel Co., Ltd. Individual Balance Sheet December 31, 2022 and 2021 (All amounts in NTD thousand) |
Chien Shing Stainless Steel Co., Ltd. Individual Balance Sheet December 31, 2022 and 2021 (All amounts in NTD thousand) |
Chien Shing Stainless Steel Co., Ltd. Individual Balance Sheet December 31, 2022 and 2021 (All amounts in NTD thousand) |
Chien Shing Stainless Steel Co., Ltd. Individual Balance Sheet December 31, 2022 and 2021 (All amounts in NTD thousand) |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets | December 31, 2022 | December 31, 2021 | Liabilities and equity | December 31, 2022 | December 31, 2021 | ||||||||
| Code | Accounting items | Note | Amount | % | Amount | % | Code | Accounting items | Note | Amount | % | Amount | % |
| 11xx 1100 1110 1200 130x 1410 1470 15xx 1517 1600 1760 1780 1840 1915 1920 1xxx |
Current asset Cash and cash equivalents Financial assets measured at FVTPL - current Other receivables Inventories Prepayments Other current assets Total current assets non-current assets Financial assets measured at FVTOCI - non-current Property, plant and equipment Net investment property Intangible assets Deferred tax assets Prepayments for equipment Refundable deposits Total non-current assets Total assets |
IV and VI.1 IV and VI.2 IV IV, V and VI.3 IV and VI.4 IV, V, VI.5, VIII, IX and XI IV, V, VI.5, VI.6 and VI.20 VII, VIII and XI IV and VI.7 IV, V and VI.19 IV |
$ 479,294 105,090 587 259,871 111,250 171 |
32 7 - 17 7 - |
$ 373,575 70,517 773 313,541 386,969 99 |
19 4 - 16 20 - |
21xx 2150 2170 2200 2230 2250 2300 2322 2365 25xx 2540 2570 2640 2xxx 31xx 3100 3110 3300 3350 3400 3420 3xxx |
Current liabilities Note payable Accounts payable Other payables Income tax liabilities for the period Provision for liabilities - current Advance receipts and other current liabilities Long-term borrowings due within a year Refund liabilities - current Total current liabilities non-current liabilities Long-term borrowings Deferred tax liabilities Net defined benefit liabilities - non-current Total non-current liabilities Total liabilities Equity Share capital Ordinary share capital Retained earnings Deficit to be compensated Other equity Unrealized valuation loss on financial assets measured at FVTOCI Total equity Total liabilities and equities |
IV IV IV IV and VI.19 IV, V and VI.8 IV, VI.9 and VIII IV IV, VI.9 and VIII IV and VI.19 IV, V and VI.10 IV and VI.11 VI.12 IV, VI.4, VI.13 and VI.18 |
$ 6,031 204 37,467 - - 217 - 104 |
- - 3 - - - - - |
$ 13,362 4,712 37,175 135 370,420 266 512,174 22,256 |
1 - 2 - 19 - 26 1 |
| 956,263 | 63 | 1,145,474 | 59 | ||||||||||
| 41,715 392,032 118,501 93 2,270 5,555 2 |
3 26 8 - - - - |
55,574 487,264 256,328 145 2,551 6,169 2 |
3 25 13 - - - - |
||||||||||
| 44,023 | 3 | 960,500 | 49 | ||||||||||
| - 16 5,470 |
- - - |
286,949 - 7,058 |
15 - - |
||||||||||
| 5,486 | - | 294,007 | 15 | ||||||||||
| 49,509 | 3 | 1,254,507 | 64 | ||||||||||
| 2,811,673 (1,312,771) (31,980) |
185 (86) (2) |
2,811,673 (2,094,552) (18,121) |
144 (107) (1) |
||||||||||
| 560,168 | 37 | 808,033 | 41 | ||||||||||
| $ 1,516,431 | 100 | $ 1,953,507 | 100 | ||||||||||
| 1,466,922 | 97 | 699,000 | 36 | ||||||||||
| $ 1,516,431 | 100 | $ 1,953,507 | 100 | ||||||||||
| Chairman: Shuo-Tang Yeh | Managerial Officer: Shuo-Tang Yeh (Please refer to the notes to individual financial statements) |
Head of Accounting: Ching-Wen Huang |
- 69 -
| Chien Shing Stainless Steel Co., Ltd. Individual Statement of Comprehensive Income For the Years Ended December 31, 2022 and 2021 (Unit: NTD thousand; but EPS in NTD) |
Chien Shing Stainless Steel Co., Ltd. Individual Statement of Comprehensive Income For the Years Ended December 31, 2022 and 2021 (Unit: NTD thousand; but EPS in NTD) |
Chien Shing Stainless Steel Co., Ltd. Individual Statement of Comprehensive Income For the Years Ended December 31, 2022 and 2021 (Unit: NTD thousand; but EPS in NTD) |
||||
|---|---|---|---|---|---|---|
| Code | Accounting items | Note | 2022 | 2021 | ||
| Amount | % | Amount | % | |||
| 4000 5000 5900 6000 6100 6200 6500 6900 7000 7100 7010 7020 7050 7900 7950 8200 8300 8310 8311 8316 8349 8500 9750 |
Net operating revenue Operating cost Gross profit (loss) Operating expenses Selling and marketing expenses Administrative expenses Total operating expenses Net other income and expenses Operating profit (loss) Non-operating income and expenses Interest income Other income Other gains or losses Financial costs Total non-operating income and expenses Net income before tax of continuing operations income tax expense Net income for this period Other comprehensive income Items that will not be reclassified subsequently to profit or loss: Re-measurement of the defined benefit plan Unrealized valuation losses on investments in equity instruments as at fair value through other comprehensive income Income tax relating to items that will not be reclassified subsequently to profit or loss Total items that will not be reclassified subsequently to profit or loss Other comprehensive income (net after tax) Total comprehensive income for this period Earnings per share (NTD) Basic earnings per share (after tax) |
IV and VI.14 IV, VI.3, VI.10 and VI.15 IV, VI.10 and VI.15 IV, VI.6, VI.16 and VII VI.17 VI.2, VI.5 and VI.17 IV, V, VI.2, VI.6, VI.8 and VI.17 IV, VI.17 and VII IV, VI.6 and VI.19 IV, VI.4, VI.10, VI.13, VI.18 and VI.19 IV and VI.21 |
$ 1,231,007 (1,340,478) |
100 (109) |
$ 2,470,941 (2,166,542) |
100 (88) |
| (109,471) | (9) | 304,399 | 12 | |||
| (6,285) (28,364) |
(1) (2) |
(8,946) (28,245) |
- (1) |
|||
| (34,649) | (3) | (37,191) | (1) | |||
| (1,715) | - | (1,687) | - | |||
| (145,835) | (12) | 265,521 | 11 | |||
| 1,012 8,565 953,621 (7,366) |
- 1 78 (1) |
81 8,001 16,512 (13,653) |
- - 1 (1) |
|||
| 955,832 | 78 | 10,941 | - | |||
| 809,997 (29,340) |
66 (3) |
276,462 (138) |
11 - |
|||
| 780,657 | 63 | 276,324 | 11 | |||
| 1,405 (13,859) (281) |
- (1) - |
1,481 (12,617) (296) |
- - - |
|||
| (12,735) | (1) | (11,432) | - | |||
| (12,735) | (1) | (11,432) | - | |||
| $ 767,922 | 62 | $ 264,892 | 11 | |||
| $ 2.78 | $ 0.98 | |||||
| Chairman:Shuo-TangYeh Managerial Officer: Shuo-TangYeh Head of Accounting: Ching-Wen Huang (Please refer to the notes to individual financial statements) |
- 70 -
| For the Years Ended December 31, 2022 Chien Shing Stainless Steel Co., Ltd. (All amounts in NTD thousand) Individual Statement of Changes in Equity and 2021 |
For the Years Ended December 31, 2022 Chien Shing Stainless Steel Co., Ltd. (All amounts in NTD thousand) Individual Statement of Changes in Equity and 2021 |
||||
|---|---|---|---|---|---|
| Item | Ordinaryshare capital | Retained earnings | Other items of equity | Total equity | |
| Deficit to be compensated | Unrealized valuation loss on financial assets measured at FVTOCI |
||||
| Balance on January 1, 2021 Net loss of 2021 Other comprehensive income of 2021 Total comprehensive income of 2021 Balance on December 31, 2021 Net income of 2022 Other comprehensive income of 2022 Total comprehensive income of 2022 Balance on December 31, 2022 |
$ | 2,811,673 - - |
$ (2,372,061) 276,324 1,185 |
$ (5,504) - (12,617) |
$ 434,108 276,324 (11,432) |
| - | 277,509 | (12,617) |
264,892 | ||
| 2,811,673 - - |
-2,094,552 780,657 1,124 |
(18,121) - (13,859) |
699,000 780,657 (12,735) |
||
| - | 781,781 | (13,859) |
767,922 | ||
| $ | 2,811,673 | $ (1,312,771) | $ (31,980) | $ 1,466,922 | |
| (Please refer to the notes to individual financial statements) Chairman:Shuo-Tang Yeh Managerial Officer: Shuo-Tang Yeh Head of Accounting: Ching-Wen Huang |
- 71 -
| (All amounts in NTD thousand) Chien Shing Stainless Steel Co., Ltd. Individual Cash Flow Statements For the Years Ended December 31, 2022 and 2021 |
(All amounts in NTD thousand) Chien Shing Stainless Steel Co., Ltd. Individual Cash Flow Statements For the Years Ended December 31, 2022 and 2021 |
(All amounts in NTD thousand) Chien Shing Stainless Steel Co., Ltd. Individual Cash Flow Statements For the Years Ended December 31, 2022 and 2021 |
|---|---|---|
| Item | 2022 | 2021 |
| Cash flow from operating activities Net income before tax of continuing operations Adjusted item: Adjustments for: depreciation expense Amortization expenses Net loss on financial assets measured at FVTPL Interest expense Interest income Dividend revenue Gain on disposal of investment property Unrealized net foreign currency exchange gain Gain on reversal of provisions for disposal of business waste buried in the plants Gain on reversal provisions for penalty for violating the Waste Disposal Act Assets related to operating activities/Changes in liabilities Financial assets measured at FVTPL Trade receivable Other receivables Inventories Prepayments Other current assets Note payable Accounts payable Other payables Provision Advance receipts and other current liabilities Refund liabilities - current Defined benefit liability Cash inflow from operations Interest paid Income tax paid Interest received Net cash inflow from operating activities Cash flow from investing activities Acquisition of financial assets measured at FVTOCI Acquisition of property, plant and equipment Disposal of property, plant and equipment Acquisition of intangible assets Disposal of investment property Increase in prepayments for equipment Dividends received Net cash inflows (outflows) from investing activities Cash flows from financing activities Decrease other payables - related parties -financing Repayment of long-term borrowings Net cash outflow from financing activities Effect of exchange rate changes on cash and cash equivalents Increase in cash and cash equivalents during this period Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year |
$ 809,997 106,623 52 11,948 7,366 (1,012) (1,311) (607,524) (81) (355,025) (3,000) (46,521) - 186 53,670 275,719 (72) (7,331) (4,508) 1,544 (12,395) (49) (22,152) (183) |
$ 276,462 120,732 162 (23,621) 13,653 (81) (415) - (37) - - 5,514 18,139 73 122,200 (92,220) 2,504 5,954 (207) 9,946 (13,350) (1,435) 22,039 (4,994) |
| 205,941 (8,284) (29,459) 1,012 |
461,018 (13,653) (3) 81 |
|
| 169,210 | 447,443 | |
| - (5,262) - - 743,607 (4,105) 1,311 |
(223) (7,181) 186 (181) - (4,509) 415 |
|
| 735,551 | (11,493) | |
| - (799,123) |
(83,000) - |
|
| (799,123) | (83,000) | |
| 81 | 37 | |
| 105,719 373,575 |
352,987 20,588 |
|
| $ 479,294 | $ 373,575 | |
| (Please refer to the notes to individual financial statements) Chairman:Shuo-TangYeh Managerial Officer: Shuo-TangYeh Head of Accounting: Ching-Wen Huang |
- 72 -
Chien Shing Stainless Steel Co., Ltd. Notes to Individual Financial Statements For the Years Ended December 31, 2022 and 2021
(In NT$ thousand, unless stated otherwise)
I. Company history:
Chien Shing Stainless Steel Co., Ltd. (the “Company hereafter) was approved to be incorporated on May 8, 1972. The registered address and major business location is No.222 Industry Road, Hsiao Pyi Li, Madou Dist., Tainan City. The major business is processing, production, and trading various stainless products. The shares of the Company have be listed for trading in Taiwan Stock Exchange Company limited by shares from February 1996.
Due to operational needs, on October 12, 2017, the Board of Directors resolved to approve the proposal of simple merger among the Company, wholly-owned subsidiary, Molimei Technology Co., Ltd, Chien Yi Investment Co., Ltd, and Chien Ying Investment Co., Ltd. The Company was the survival company and such subsidiaries were dissolved. After the merger, the name was remained as “Chien Shing Stainless Steel Co., Ltd.,” and the merger base date was November 27, 2017.
The merged subsidiaries, Molimei Technology Co., Ltd, Chien Yi Investment Co., Ltd, and Chien Ying Investment Co., Ltd were approved to be incorporated on March 1, 1999; May 29, 1998, and June 12, 1996, respectively. The major business included the wholesale, retail of electric scooters and batteries thereof, and transaction of negotiable securities.
II. The Authorization of Financial Statements
The 2022 and 2021 individual finance statements were approved by the Board of Directors on March 14, 2023 to be disclosed.
III. Application of New and Revised International Financial Reporting Standards 1. The standards and interpretations recognized and issued as effective by the Financial Supervisory Commission (FSC) From January 1, 2022, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), interpretations and interpretation announcement thereof to be applied from 2022 announced on the website of Securities and Futures Bureau, FSC, started to be applied. As the Company started to apply the abovementioned standards and interpretations recognized and issued as effective by FSC from January 1, 2022, there is no material impact on the Company’s individual finance statements.
- The new/revised/amended standards and interpretations issued by International Accounting Standards Board (IASB), that are recognized and issued by FSC, to be applied from 2023
- 73 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
New, Revised or Amended Standards and
| New, Revised or Amended Standards and | ||
|---|---|---|
| Interpretations | Maincontents | EffectiveDateIssued byIASB |
| IAS 1 (amendment) IAS 8 (amendment) IAS 12 (amendment) |
Disclosure of Accounting Policies Definition of Accounting Estimates Deferred Income Taxes Related to Assets and Liabilities Arising from a Single Transaction |
January 1, 2023 January 1, 2023 January 1, 2023 |
After assessment, the management believes that applying the abovementioned standards revision recognized and issued as effective by FSC in 2023 will not materially impact the Company’s individual finance statements.
- New/revised/amended standards and interpretations that issued by IASB but not recognized by FSC
New, Revised or Amended Standards and
| New, Revised or Amended Standards and | ||
|---|---|---|
| Interpretations | Maincontents | EffectiveDateIssued byIASB |
| Amendments to IFRS 10 and IAS 28 IFRS 17 IFRS 17 (amendment) IFRS 17 (amendment) IAS 1 (amendment) IAS 1 (amendment) IFRS 16 (amendment) |
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Insurance Contracts Amendment to IFRS 17 Initial application of IFRS 17 and IFRS 9 - Comparative information “Classification of Liabilities as Current or Non-current” “Non-current Liabilities with Covenants” “Lease Liability in a Sale and Leaseback” |
To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2024 January 1, 2024 January 1, 2024 |
The management currently is assessing the potential impacts of abovementioned standards or amendments; therefore their impacts on the Company’s individual financial statements cannot be reasonably estimated temporarily.
IV. Summary of Significant Accounting Policies
The significant accounting policies applied for preparing the individual financial statements are described as the following. Unless otherwise specified, such accounting policies are consistently applied to all the presentation period.
- 74 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
1. Basis of Preparation and Measurement of Financial Statements
(1) Statement of compliance
The accompanying individual financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, interpretations and interpretation announcement thereof recognized and issued as effective by FSC.
(2) Measurement bases
The accompanying individual financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values. For assets, a historical cost is generally based on the fair value of the consideration given in exchange for the assets. For liabilities, it refers to the amount received when assuming obligations, or the amount expected to pay for repaying a liability
-
(3) Functional and presentation currency
-
Functional currency is the currency of the primary economic environment in which the entity operates. The individual financial statements of the Company are presented in the Company’s functional currency, the New Taiwan dollar (NT$). Unless specified otherwise, all financial data presented in NT$ shall use NT$ thousand as the unit
2. Criteria for Classification of Assets and Liabilities as Current or Non-current
-
(1) Current assets include cash and cash equivalents (not including these under restriction for exchange of assets or liability repayment within 12 months after the reporting period); assets held primarily for the purpose of trading; assets expected to be realised within 12 months after the reporting period; assets expected to be realised, sold, or consumed in the entity's normal operating cycle. All other assets are non-current.
-
(2) Current liabilities include liabilities held for purpose of trading; liabilities expected to be settled within 12 months after the reporting period or within the entity's normal operating cycle, and liabilities for which the entity does not have the right at the end of the reporting period to defer settlement beyond 12 months. Other liabilities are non-current.
3. Foreign currency transaction
The New Taiwan dollar (NT$) is the Company’s functional currency, and the presentation currency for the individual financial statements. The Company’s foreign currency transaction shall be recorded, on initial recognition in the functional currency, by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. At the reporting date, foreign currency monetary items shall be translated using the closing rate; non‑monetary items that are measured in terms of historical cost in a foreign currency shall be translated using the exchange rate at the date of the transaction; and non‑monetary items that are measured at fair value in a foreign currency shall be translated using the exchange rates at the date when the fair value was measured. Exchange differences of monetary shall be recognised in profit or loss in the period in which they arise; When a gain or loss on a non‑monetary item is recognised in other comprehensive income, any exchange component of that gain or loss shall be recognised in other comprehensive income. Conversely, when a gain or loss on a non‑monetary item is recognised in profit or loss, any exchange component of that gain or loss shall be recognised in profit or loss.
- 75 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
-
Cash and cash equivalents
-
comprises cash on hand and demand deposits, and short‑term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, held for the purpose of meeting short‑term cash commitments rather than for investment or other purposes.
-
Financial instruments
-
(1) When becoming a party in financial instrument contract, recognize financial asset or financial liability in the balance sheet. In s regular way purchase or sale of financial assets, an equity instrument applies trade date accounting; liability instrument, beneficiary instrument, and derivative instrument applies settlement date accounting.
-
(2) When initially recognizing a financial asset or financial liability, it is measured at fair value; but these are not measured at FVTPL, shall plus or less the transaction cost for acquisition or issuance.
-
(3) When initially recognizing a financial instrument, the Company classify the components as financial liability, financial asset or equity instrument based on the nature of contractual arrangement, and the definitions of financial liability, financial asset and equity instrument
-
(4) A financial asset and a financial liability shall be offset when, and only when the Company currently has a legally enforceable right to set off the recognised amounts; and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. In the balance sheet, it is presented in net amount.
-
(5) The Company’s financial instruments include the following:
-
A. Financial assets measured at amortized cost
-
A financial asset shall be measured at amortized cost if both of the following conditions are met, and not assigned as the financial asset measured at FVTPL, including cash and cash equivalents and other receivables listed in the balance sheet:
-
(A) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
-
(B) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
After the financial assets measured at amortised cost initially recognized, it is measured at amortised cost by deducting impairment losses from the total carrying amount determined with effective interest method; when derecognition, through amortisation procedure, or recognizing the impairment gain or loss, such gain or loss is recognized in profit or loss.
- 76 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
B. Financial assets measured at FVTOCI
A financial asset shall be measured at fair value through other comprehensive income if both of the following conditions are met, and not assigned as the financial assets measured FVTPL; or at initial recognition, an entity may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value of an investment in an equity instrument that is neither held for trading:
-
(A) the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and
-
(B) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Afterward it is measured at fair value; other than impairment loss of debt instrument investment, foreign exchange gains and losses on monetary financial assets, and interest calculated with effective interest method, the dividend not clearly represents a recovery of part of the cost of the investment of equity investment, the value changes are recognized in other comprehensive income before derecognition or reclassification. When derecognizing, for the accumulated profit or loss recognized in other comprehensive income previously, the debt instrument investment is reclassified from equity to profit or loss; the equity instrument investment is transferred to retained earnings. The dividends of equity instrument investment are recognized when acquiring the right to receive dividends.
C. Financial assets measured at FVTPL
A financial asset not measured at amortised cost or at fair value through other comprehensive income; or financial asset irrevocable elected at initial recognition to be measured at fair value through profit or loss to eliminate or materially reduce accounting mismatch . Subsequent measurement is at fair value, and the changes o fair value are recognized in profit or loss.
D. Financial liability measured at amortised cost
A financial liability not measured at FVTPL is the financial liability measured at amortized cost, including notes payable, payables, other payables, and long-term borrowings; these are measured at the amortized cost by the effective interest method. But the short term payables with no interest attached, is measured at the original transaction amount if the discounting impacts negligible.
E. Derivatives
The initial recognition and subsequent measurement of the Company’s derivatives are based on the fair value. If not meeting the conditions of hedge accounting, the changes of fair value of derivatives are recognized as profit or loss; the derivatives assigned as the effective hedging instrument, the timing to recognize its profit or loss depends on the nature of the hedging relationship. If the fair value is positive, it is recognized as the financial asset; if negative, it is ecognized as the financial liability.
- 77 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
6. Fair value measurement
- (1) The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The framework of fair value measurement takes into account the characteristics of a specific asset or liability, including the condition and location of the asset, and restrictions on the sale or use of the asset, while assuming that the transaction of the sale of assets or transfer of liabilities occurs in the major market for such asset or liability, or if there is no major market, the most favorable market for the asset or liability. The major or most favorable market must be the one accessible to the Company; and it is assumed that these market participants are pricing in their best interest of the economy.
The fair value measurement of non-financial assets takes into account that market participants use the asset at its highest and best use or sell the asset to another market participant who will use the asset for its highest and best use, In order to generate economic benefits
-
(2) The fair value measured at value technique is to apply the value technique that is suitable under these circumstances with sufficient information available, and uses the maximum observable input value that is relevant and maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
-
Derecognition of financial assets and liabilities
-
(1) Financial asset
- For the termination of contractual rights from the cash flow of financial assets, or the financial asset has been transferred and almost all the risks and rewards of the ownership of the asset have been transferred, or almost all the risks and rewards of the ownership of the financial asset have not been transferred nor retained and the control over the said financial asset has not been retained, the financial asset is derecognized, and any rights and obligations arising from or retained by the transfer are individually recognized as assets or liabilities. On the derecognition day, the difference between the carrying amount of the financial assets measured at the amortised cost and the consideration received is recognized as profit or loss; The difference between the derecognized carrying amount of equity instrument investment measured at fair value through other comprehensive income, and the consideration received plus the cumulative sum of profit or loss recognized as other comprehensive profit or loss is recognized as retained earnings, and the debt instrument investment is recognized as profit and loss. Financial assets that are not derecognized as a whole are allocated on the basis of the relative fair value of the continuously recognized part of their respective carrying amounts. If the transfer of financial asset does not qualify as derecognition, the entire transferred asset shall be continuously recognized and the consideration received shall be recognized as a financial liability.
(2) Financial liability
Financial liabilities are only derecognized all or in part only when the obligation specified in the contract is discharged or cancelled or expires. An exchange between an existing borrower and lender of debt instruments with substantially different terms shall be accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability or a part of it shall be accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of a financial liability (or part of a financial liability) extinguished or transferred to another party and the consideration paid, including any non‑cash assets transferred or liabilities assumed, shall be recognised in profit or loss.
- 78 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
8. Impairment of Assets
(1) Impairment of financial assets
-
A. The Company recognizes loss allowance for expected credit losses on a financial asset measured at amortized cost (including cash and cash equivalents and other receivables).
-
B. The Company measures expected credit losses of a financial instrument in a way that reflects an unbiased and probability‑weighted amount that is determined by evaluating a range of possible outcomes; the time value of money; and reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions. For other receivables, the simplified method is applied to measure the loss allowance based on the expected credit loss amount of the duration on the reporting date; other than that, if the credit risk of cash and cash equivalents is low on the reporting date or no significant increase after initial recognition, the loss allowance is measured based on the 12-month expected credit loss amount; if the aforementioned financial asset’s credit risk has increased significantly since the initial recognition on the reporting date, the loss allowance is measured based on the duration.
-
C. The carrying amount of the above-mentioned financial assets are reduced by means of loss allowance, and the listed and reversed amount of loss allowance is recognized in profit and loss.
(2) Impairment of non-financial assets
For the assets applicable to IAS 36 "Impairment of Assets," except for goodwill, intangible assets with non-determined useful life, intangible assets with indefinite useful lives, and intangible asset not yet available for use, the impairment test is conducted annually or if any indication of impairment, the Company assess whether there are any indication that the asset may have been impaired on each reporting day. If there are indications of impairment, the recoverable amount of the asset is estimated. The recoverable amount refers to the higher of the fair value of the asset or cash-generating unit minus the cost of sale and its value in use. If the recoverable amount of the asset is lower than its carrying amount, the carrying amount is reduced to the recoverable amount. This reduction is the impairment loss and is recognized as profit or loss; afterwards, on the reporting date, if there is any indication showing that the impairment loss of assets other than goodwill has been recognized in the previous periods may no longer exist or has decreased, the recoverable amount of the asset shall be re-estimated. If the estimate of the recoverable amount of the asset changes and increases, the impairment loss shall be reversed; provided that, the carrying amount of the asset increased by the reversal of the impairment loss shall not exceed the carrying amount of the asset after deducting the amortisation or depreciation if the impairment loss was not recognized in the previous year.
For the cash-generating unit of amortised goodwill, the impairment test of the unit is performed by comparing the carrying amount of the unit containing goodwill with its recoverable amount. If the carrying amount of the unit exceeds its recoverable amount, the impairment loss must be recognized. When the impairment loss is recognized, the carrying amount of the unit’s amortised goodwill is deducted first, and the deducted amount is then reduced in proportion to the carrying amount of the other assets in the unit. The recognized impairment loss of goodwill shall not be reversed in the subsequent period.
- 79 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
-
Inventories
-
Inventory cost includes all purchase costs, processing costs and other costs incurred to bring the inventory to the current location and state. The calculation of the cost uses the weighted average cost formula to allocate the inventory cost. The inventories at the end of period is measured at the lower of cost and net realisable value. When comparing the cost and net realisable value, not only the inventories under the same category, individual items shall be compared one by one Net realisable value refers to the estimated selling price in the normal course of business after deducting the estimated cost required to be completed, and the estimated cost required to complete the sale.
-
Property, Plant and Equipment
-
(1) They are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes. Its recognition and subsequent measurement adopt the cost model, and the amount after the cost deducting accumulated depreciation and accumulated impairment losses is shown. Cost amount of cash or cash equivalents paid or the fair value of the other consideration given to acquire an asset at the time of its acquisition or construction, as well as the costs of dismantling and removing the item and restoring the site on which it is located When the useful life of the major components of property, plant and equipment are different, it is treated as a separate item of property, plant and equipment.
-
(2) The property, plant and equipment is depreciated by the straight-line method except that the land is not depreciated. It is apportioned based on the following useful life. At the end day of each year, the residual value of the asset, the useful life, and the depreciation method used are reviewed. When the expected value is different from the previous estimate, or the expected consumption pattern of the future economic benefits contained in the asset has changed significantly, and thus the depreciation method needs to be changed to reflect the changed pattern, the change is treated as a change in accounting estimates. If property, plant and equipment have recognized asset impairment losses, the depreciation expense of the asset in the future period will be adjusted based on the revised carrying amount of the asset lessing its residual value, and will be adjusted with the straight-line method within the remaining useful life:
Buildings 20-35 Years Attachment to buildings 2-35 Years Machinery Equipment 2-20 Years Transport equipment 2-6 Years Office equipment 5-8 Years Other equipment 2-15 Years
-
(3) Replacement and major inspection costs are recognized in the carrying amount of real estate, plant and equipment items; routine maintenance costs are recognized as profit or loss when incurred. The borrowing cost of acquiring, constructing, or producing qualified assets is capitalized and listed as part of the cost of the asset.
-
(4) When disposing or the expected future economic benefits cannot be generated from the use or disposal, the carrying amount of the real estate, plant and equipment items shall be derecognized, the profits or losses arising from derecognition shall be recognized as profit and loss, and the benefits shall not be classified as income.
- 80 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
11. Lease
(1) The Company is the lessor
When the lease clause transfers almost all the risks and rewards attached to the ownership of the asset to the lessee, it is classified as a financial lease; leases other than financing leases are classified as operating leases.
When the company subleases the right-of-use asset, it uses the right-of-use asset (not the underlying asset) to determine the classification of sublease. However, if the main lease is a short-term lease for which the recognition exemption applies, the sublease is classified as an operating lease.
-
A. Under a financing lease, the net lease investment is measured by the sum of the current value of amount to be collected from the lessee and the unguaranteed residual value plus the original direct cost, and is expressed as the financing lease receivable. The recognition of financing lease income is based on the fixed rate of return that reflects the Company's unexpired net lease investment during each lease period.
-
B. The rental income of operating leases is recognized as revenue during the lease period on a straight-line basis. If the lease contract provides incentives to the lessee to facilitate the signing of the lease contract, the total cost of the incentives is recognized during the lease period using the straight-line method, as a deduction of rental income. The original direct costs incurred by negotiating and arranging operating leases are added to the carrying amount of the underlying assets and recognized as expenses during the lease period on a straight-line basis.
If there is a variable rent in the lease agreement that does not depend on the index or rate, it is recognized as income in the current period when incurring.
(2) The Company is the lessee
Except for short-term leases and lease payments for low-value underlying assets that are recognized as expenses during the lease period on a straight-line basis, other leases are recognized as right-of-use assets and lease liabilities on the lease start date.
-
A. The initial recognition and subsequent measurement of the right-of-use asset is based on a cost model, where the cost minus the accumulated depreciation and accumulated impairment loss, and the amount after adjusting the remeasurement of the lease liability is presented. The depreciation of the right-of-use asset is based on the straight-line method. The depreciation is calculated based on the earlier of the lease start date to the end of the useful life of the right-of-use asset or the expiration of the lease term.
-
B. The initial recognition of lease liabilities is measured by the current value of the lease payments not yet paid on the lease start date. If the implicit interest rate of the lease is easy to determine, the lease payment is discounted at that interest rate. If the interest rate is not easy to determine, the lessee’s incremental borrowing interest rate is used to discount. The subsequent measurement is measured at the amortised cost with the effective interest method. The remeasurement of the lease liability is used as an adjustment of the right-of-use asset, but if the carrying amount of the right-of-use asset has been reduced to zero, the remaining remeasured amount is recognized in the profit and loss.
If there is a variable rent in the lease agreement that does not depend on the index or rate, it is recognized as an expense in the current period.
- 81 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d)
12. Investment Property
-
(1) Refers to real estate held for earning rentals or for capital appreciation or both, and not used in the production or supply of goods or services or for administrative purposes, or for sale in the ordinary course of business. Investment property is initially measured at its cost (including transaction cost). After initial recognition, investment property is also measured by the cost model. The depreciation method, useful life and residual value adopted are treated based on the cost model of property, plant and equipment. Investment property is derecognized when it is disposed of, or is no longer in use forever and is not expected to produce future economic benefits from the disposal, and the benefits or losses arising from derecognition are recognized as profit and loss.
-
(2) Investment property can only be converted into reclassification of the carrying amount of real estate only when the purpose is changed and there is evidence to prove it.
-
Intangible assets
-
(1) Such as computer software, which are individually acquired and have finite useful lives, are initially measured at cost and amortized on a straight-line basis over three years over their useful lives, and the amortization period and method of amortization for intangible assets with finite useful lives are reviewed at each reporting date. If the expected useful life of the asset differs from the previous estimate, the amortization period is changed accordingly. If the expected consumption pattern of future economic benefits contained in the asset has changed, the amortization method is changed to reflect the changed pattern, and the change is accounted for as a change in accounting estimate. If intangible assets with finite useful life have recognized asset impairment losses, the amortization expense of the asset in the future period will be adjusted based on the revised carrying amount of the asset, and will be adjusted with the straight-line method within the remaining useful life:
-
(2) When disposing or the expected future economic benefits of an intangible asset cannot be generated from the use or disposal, the carrying amount of the intangible asset item shall be derecognized, the profits or losses arising from derecognition shall be recognized as profit and loss, and the benefits shall not be classified as income.
14. Provision for liabilities
-
(1) The Company has current obligations due to past events and is likely to need to outflow economically effective resources to pay off the obligations, and when the amount of the obligations can be reliably estimated, the provision shall be recognized. The provision is the best estimate of the expenditure required to repay current obligations on the balance sheet date and is measured on a pre-tax basis. When obtaining the best estimate of the provision, it is inevitable to take the risks and uncertainties related to many events and circumstances into consideration. When the time value of money has a significant impact, the amount of provisions is the present value of the expected expenditure required to repay the obligation. For future events that may affect the amount of payment required to repay the obligation, if there is sufficient objective evidence to show that it will happen, it will be reflected in the amount of provisions. In addition, the expected benefits of disposing of assets are not taken into consideration when measuring the provision.
-
(2) The Company reviews the provision on each balance sheet date and adjusts it to reflect the current best estimate. If it is no longer probable that the outflow of economically effective resources will be required to pay off the obligation, the provision shall be reversed.
- 82 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
(3) The Company's current provision recognition items are as follows:
A. Estimated provision for expenses to clean the landfilled industrial waste in the plant area and the fine due to violating the Waste Disposal Act
The Company was suspected of landfilling industrial wastes in the plant area, and thus violating the Waste Disposal Act. The Company estimates the removal and treatment costs of the landfilled industrial wastes based on the expert’s appraisal outcomes and supplemented by the quotations of relevant vendor. With the estimate of the possible fines based on expert opinions, the sum is the Company’s management’s best estimate for the expenditure required to settle this obligation.
B. Provisions for onerous purchase contracts
The decline in raw material prices has resulted in onerous purchase contracts for the Company. The Company adopts the fines incurred for the failure to perform such contracts as management’s best estimate to settle such obligations.
15. Equity instrument:
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.
16. Revenue recognization
Revenue is measured at the consideration that is expected to be entitled when transferring goods or services. The Company recognizes revenue when the control of goods or services is transferred to the customer and the performance obligations are satisfied. The main revenue items of the Company are explained as follows:
Sales of goods
The Company mainly manufactures and sells cold-rolled stainless steel coil products, and recognizes revenue when transferring control of the products to customers, and at the same time an enforceable right to obtain consideration is generated. Therefore, the Company usually recognizes revenue when the goods have been delivered and the legal ownership has been transferred. If the discount or future returns can be reliably estimated and the refund liability can be recognized based on past experience and other relevant factors, it will be listed as a deduction of sales revenue when recognizing the sales.
The Company recognizes the accounts receivable when the control of goods is transferred with the right to unconditionally receive the consideration; if the goods have been transferred to the customer but still do not have the right to unconditionally receive the consideration, the sales are recognized as contract assets; if, before transferring the goods to the customer, because the consideration has been received from the customer or the consideration is available to be received from the customer, and thus the obligation of the goods is required to be transferred to the customer, it shall be recognized as the contract liability
If the payment timing of the contract agreement clearly or implicitly provides the customer or the Company with significant financial benefits for the transaction of the transferred goods, the Company adjusts the promised consideration amount to reflect the time value of money; for sales contract where the time between when transfer of goods is expected at the beginning of the contract, and when the customer's payment for the product is made less than one year, the Company does not adjust the promised amount of consideration.
- 83 -
- Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
17. Borrowing costs
- Borrowing costs are interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset (an asset that necessarily takes a substantial period of time to get ready for its intended use or sale) form part of the cost of that asset shall be capitalized. Other borrowing costs are recognized as an expense in the period in which it incurs them. For particular borrowings, before the expenditure of a qualified asset is incurred, the investment income on the temporary investment of those borrowings is deducted from the actual borrowing cost. When substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are completed, the borrowing costs shall be ceased capitalizing. If the qualifying asset is suspended from active development for longer period of time, the capitalization is suspended during this period.
18. Employee benefits
-
(1) Short-term employee benefits
-
are employee benefits (other than termination benefits) that are expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related service. The undiscounted amount of short‑term employee benefits expected to be paid in exchange for that service shall be recognized as expense and liability. For the expected cost of profit‑sharing and bonus payments, the entity has a present legal or constructive obligation to make such payments as a result of past events; and a reliable estimate of the obligation can be made. Such cost is recognized as expense and liability as required in the preceding paragraph.
(2) Post-employment benefits
-
A. The Company’s employee retirement procedures are applicable to all employees who are officially hired. The employee pension fund is fully contributed for the management of the Labor Pension Reserve Supervision Committee, and deposited into a special pension fund account. Because the above-mentioned pension funds are deposited in the name of the Labor Pension Reserve Supervision Committee, It is completely separated from the Company, so it is not included in the aforesaid individual financial statements.
-
B. For post-employment benefits plans that are definite allocation plans, the company’s monthly employee pension allocation rate shall not be less than 6% of the employee’s monthly salary, and the amount allocated shall be recognized as the current expense
-
C. For post-employment benefits plans that are defined benefit plans, they are listed under the other comprehensive income, based on actuarial report on the annual reporting date by the projected unit credit method; the re-measured is included in other comprehensive income when it occurs, and immediately recognized in the retained earnings.
19. Income tax
-
(1) Income tax expense included the current deferred income taX. Except for those related to mergers, directly recognized in equity or other comprehensive income items, current income tax and deferred income tax expenses are recognized in profit and loss.
-
(2) Current income tax expenses are the estimated income tax payable or tax refund receivable calculated on the taxable income or loss of the current year based on the tax rate that has been legislated or substantively legislated on the reporting date, and any adjustments to the income tax payable or refundable in previous years.
-
(3) Deferred income tax expenses are calculated and recognized for the temporary difference between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.
- 84 -
-
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
-
(4) Deferred income tax assets and liabilities are measured at the tax rate applicable when the temporary difference is expected to reverse, and are based on the tax rate that has been legislated or substantively legislated on the reporting date. Deferred income tax assets and liabilities are offset only if the entity has a legally enforceable right to set off the recognized amounts, with only these assets and liabilities under the same tax entity and levied by the same tax authority; or although under different tax authority, but the entity intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
-
(5) For unused taxable losses, income tax deductions, and deductible temporary differences, they are recognized as deferred tax assets to the extent that future taxable income is likely to be available for use, and on each reporting day Assess and reduce the relevant income tax benefits to the extent that they are not likely to be realized
-
(6) For the Company's undistributed earnings for the current year plus the income tax portion of profit-seeking enterprise income tax, after the earnings distribution proposal is approved by the shareholders meeting in the following year, the actual earning distribution situation will be recognized and the income tax expense of the undistributed earnings will be recognized.
-
Government grants
-
(1) Government grants are recognized until there is reasonable assurance that the Company will comply with the conditions attaching to them; and the grants will be received.
-
(2) Asset-related government grants are recognized in profit and loss on a systematic basis during the period when the cost of related assets that it intends to subsidize is recognized as an expense by the Company. If it is used as compensation for the expense or loss that has already occurred, it shall be recognized in the profit and loss during the period when it can be collected.
-
(3) The expression of government grants in individual financial reports is as follows: unrealized ones (that is, the benefits of deferred government grants) are listed as liabilities in individual balance sheets; those realized are listed as other income in individual comprehensive income statements.
21. Earnings per Share
The Company lists the basic and diluted earnings per share of holders of the Company’s common equity for the current period. Basic earnings per share is calculated by dividing the profit and loss of the company’s common share equity holders by the weighted average number of ordinary shares outstanding in the current period; for diluted earnings per share, the effect of all dilutive potential ordinary shares is adjusted with the profit or loss of the Company's common share equity holders, and divided by the effect of all dilutive potential common shares to adjust the weighted average number of outstanding shares in the current period.
22. Operating Segment Report
An operating segment is a component of the Company, that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Company), whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
- 85 -
-
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
-
V. Critical Accounting Judgements and Key Sources of Estimation and Uncertainty
When the Company prepares individual financial statements, the management must make judgments, estimates and assumptions, which will affect the reported amount of income, expenses, assets and liabilities. The uncertainties of these critical assumptions and estimates have the risk of resulting in significant adjustments to the carrying amounts of assets and liabilities in the future, ie. actual results may differ from estimates.
- In the process of adopting accounting policies, the management has made judgments that have a significant impact on the amount recognized in individual financial statements:
Please also refer to Note 6.6 of the individual financial statements for the classification of investment properties.
- The assumptions made about the future and other major sources of estimated uncertainties on the reporting date will cause significant adjustments to the carrying amounts of assets and liabilities in the next financial year, as explained below:
(1) Employee benefit: measurement to determine benefit obligations
As stated in Note 6.10 of individual financial statements, the measurement of defined benefits obligations and expenses are based on actuarial assumptions, including demographic assumptions and financial assumptions about the future characteristics of employees who are eligible for benefits. Any change in actuarial assumptions may result in actuarial gains and losses, and affect the amount of net determined welfare liabilities.
The carrying amount of the net defined benefit liability was NT$ 5,470 thousand as of December 31, 2022. If the discount rate used by the Company’s actuarial assumptions and the expected salary increase rate increase or decrease by 0.25%, the carrying amount of the net definite benefit liability will decrease by NT$ 284 thousand or increase by NT$ 295 thousand, and increase by NT$ 265 thousand or decrease by NT$ 257 thousand.
The above only analyzes the impact of a single assumption change under the condition that other assumptions remain unchanged; however, the impact of the actual actuarial assumption changes are interrelated. The method used in the sensitivity analysis is the same as that used to measure the net definite benefit liability, and the method and assumptions used are the same as in the previous period.
(2) Estimated provision for expenses to clean the landfilled industrial waste in the plant area and the fine due to violating the Waste Disposal Act
As stated in Note 4.14, 6.8, and 6.17 to the individual financial statements, the Company estimates the removal and disposal costs of landfilled industrial waste based on expert appraisal outcomes while supplemented by relevant vendor’s quotations, and estimates the possible fines based on expert opinions as the best estimate of the Company’s management for the expenditure required to settle this obligation. The management of the Company will regularly review the reasonableness of the estimates.
The Company recognized the estimated provision for expenses to clean the landfilled industrial waste in the plant area and the fine due to violating the Waste Disposal Act on December 31, 2021, was NT$ 355,420 thousand and NT$ 15,000 thousand respectively, and total NT$ 370,420 thousand. In March 2022, the Company’s management assessed the waste cleanup progress and estimated that there would be no major expense required to settle such an obligation in the future, so the provision of NT$ 355,025 thousand was reversed. Later, in November 2022, the Taiwan Tainan District Prosecutor's Office transferred the security deposit of NT$ 12,000 thousand paid by the Company in July 2022 in accordance with the criminal ruling by the Tainan Branch Court, Taiwan High Court, to the penalty imposed on the Company for violating the Waste Disposal Act, so the provision of NT$ 12,000 thousand was written off, and the overestimate of NT$ 3,000 thousand was reversed. Please also refer to Notes 6.5(5) and 6. 6(9) to the individual financial statements for more details.
- 86 -
- Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
(3) Estimation of provisions for onerous purchase contracts
As stated in Notes 4.14 and 6.8 to the individual financial statements, the decline in raw material prices has resulted in onerous purchase contracts for the Company. The Company adopts the fines incurred for the failure to perform such contracts as management’s best estimate to settle such obligations. The management of the Company will regularly review the reasonableness of the estimates.
The Company initially recognized the provisions for onerous purchase contracts of NT$ 45,548 thousand for 2022 Q2. Then, on September 6, 2022, the Company and the suppliers agreed to adjust the purchase prices, and the Company already perform the revised purchase contracts in September 2022. After evaluation by the Company’s management, the provisions for onerous purchase contracts initially recognized were all reversed in Q3 2022.
(4) Valuation of inventories
As mentioned in Note 4.9 of the individual financial statements, the inventories at the end of period is valued at the lower of cost and net realisable value. When comparing the cost and net realisable value, not only the inventories under the sam category, individual items shall be compared one by one. Net realisable value refers to the estimated selling price in the normal course of business after deducting the estimated cost required to be completed, and the estimated cost required to complete the sale. These estimates are based on the current market conditions and historical sales experience of similar products. Changes in market conditions may significantly affect the results of these estimates.
The carrying amount of the inventories was NT$ 259,871 thousand as of December 31, 2022; the allowance of inventory depreciation losses of NT$ 66,458 thousand was deducted.
(5) Evaluation of non-financial assets (other than goodwill) impairment
As mentioned in Note 4.8 of individual financial statements, in the process of asset impairment assessment, the Company has to rely on subjective judgments, and determine the independent cash flow, asset useful life, and possible income and expenses generated in the future of certain group of assets based on use model of the asset and industrial characteristics. Any estimated changes brought about by changes in economic conditions or the Company strategies may cause significant impairment in the future or reverse the recognized impairment losses.
For the impairment of non-financial assets on December 31, 2022, please refer to Note 6.20 of the individual financial statements.
(6) Realizability of deferred income tax assets
As mentioned in Note 4.19 of the individual financial statements, deferred income tax assets only recognized when it is likely that enough taxable income is available to deduct the temporary difference. Assessing the realizability of deferred income tax assets must involve significant accounting judgments and estimates of the management, including assumptions such as expected future growth in operating income and profitability, available loss deductions, and tax planning. Any changes in the global economic environment, industrial environment and laws and regulations may cause major adjustments to deferred income tax assets.
The deferred income tax assets recognized on December 31, 2022 was NT$ 2,270 thousand. For the amounts not recognized as deferred income tax assets, please refer to Note 6.19(7) to the individual financial statements.
- 87 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
VI. Summary of Significant Accounting Items 1. Cash and cash equivalents
| mmary of Significant Accounting Items Cash and cash equivalents |
||
|---|---|---|
| Cash and petty cash Check and demand (current) deposit Time deposit Total |
2022.12.31 $1,356 27,938 450,000 $479,294 |
2021.12.31 |
| $1,418 372,157 - |
||
| $373,575 |
-
(1) The above time deposit is a one-month registered negotiable certificate of deposit that can be converted into a fixed amount of cash at any time with an insignificant risk of change in value.
-
(2) The said cash in banks are not provided as collateral or pledge.
2. Financial assets measured at FVTPL - current
| Financial assets measured at FVTPL-current | ||
|---|---|---|
| Financial assets measured at FVTOCITWSE/TPEx listed shares: Valuation adjustment for financial assets mandatorily measured at FVTOCI TWSE/TPEx listed shares: Total |
2022.12.31 $121,793 (16,703) $105,090 |
2021.12.31 |
| $75,272 (4,755) |
||
| $70,517 |
The said financial assets measured at FVTPL are not provided as collateral or pledge.
3. Inventories
| Inventories | |||
|---|---|---|---|
| Raw materials Supplies Work in process Finished goods Total |
2022.12.31 | ||
| Cost $1,081 13,257 7,112 304,879 $326,329 |
Allowance of inventory depreciation losses $(1,081) (7) (998) (64,372) $(66,458) |
Carrying amount | |
| $- 13,250 6,114 240,507 |
|||
| $259,871 |
- 88 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
| Raw materials Supplies Work in process Finished goods Total |
2021.12.31 | ||
|---|---|---|---|
| Cost $1,081 12,905 8,062 295,678 $317,726 |
Allowance of inventory depreciation losses $(1,081) (9) (287) (2,808) $(4,185) |
Carrying amount | |
| $- 12,896 7,775 292,870 |
|||
| $313,541 |
(1) Cost of sales related to inventories:
| ost of sales related to inventories: | ||
|---|---|---|
| Inventories transferred to cost of sales Cycle count loss on inventories Inventories cost offset up to the net realisable value Appreciating net realisable value of inventories Total operating cost |
2022 $1,278,205 - 62,273 - $1,340,478 |
2021 |
| $2,190,848 561 - (24,867) |
||
| $2,166,542 |
(2) In 2021, the net realizable value of some inventories was lower than the cost and disappeared due to the sale, resulting in a rebound in the net realizable value of the inventories, thus the cost of goods sold reduced by NT$ 24,867 thousand.
-
(3) The said inventories are not provided as collateral or pledge.
-
Financial assets measured at FVTOCI - non-current
| Financial assets measured at FVTOCI-non-current | ||
|---|---|---|
| Equity instrument Acquisition cost TWSE/TPEx listed shares: TWSE/TPEx unlisted shares Subtotal Adjustment of valuation: TWSE/TPEx listed shares: TWSE/TPEx unlisted shares Subtotal Total |
2022.12.31 $65,438 8,257 73,695 (23,723) (8,257) (31,980) $41,715 |
2021.12.31 |
| $65,438 8,257 |
||
| 73,695 | ||
| (9,864) (8,257) |
||
| (18,121) | ||
| $55,574 |
(1) The equity instrument investment measured at fair value through other comprehensive income is not an investment held for trading, so the Company elected to designate it as measured at fair value through other comprehensive income.
- 89 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
-
(2) The dividend income recognized by the Company in 2022 and 2021 as a result of investment in equity instruments measured at fair value through other comprehensive income was NT$ 0 for both years.
-
(3) The Company did not have accumulated profits or losses transferred within the equity in both 2022 and 2021.
-
(4) The said financial assets measured at FVTOCI are not provided as collateral or pledge.
-
(5) For the disclosure of market risk and credit risk information of financial assets measured at fair value through other comprehensive income by the Company, please refer to Note 12.2(3) A and B of individual financial statements.
5. Property, Plant and Equipment
- (1) The changes of property, plant and equipment are as following:
| 2022 Original cost Beginning retained earnings Increase in the period Disposal in the period Others- reclassification Balance at the end of the period Accumulated depreciation: Beginning retained earnings Depreciation in the period Disposal in the period Balance at the end of the period Carrying amount at the end of period |
Land | Buildings | Machinery Equipment |
Transport equipment |
Office equipment |
Other equipment |
Unfinished construction and equipment to be inspected |
Total |
|---|---|---|---|---|---|---|---|---|
| $182,341 - - - |
$367,901 - - 1,412 |
$3,930,358 - - 11,289 |
$11,891 - - 228 |
$9,428 - - - |
$33,801 - (480) - |
$50,320 4,928 - (8,210) |
$4,586,040 4,928 (480) 4,719 |
|
| 182,341 | 369,313 | 3,941,647 | 12,119 | 9,428 | 33,321 | 47,038 | 4,595,207 | |
| - - - |
361,221 1,315 - |
3,686,539 101,822 - |
9,167 1,379 - |
9,390 16 - |
32,459 347 (480) |
- - - |
4,098,776 104,879 (480) |
|
| - | 362,536 | 3,788,361 | 10,546 | 9,406 | 32,326 | - | 4,203,175 | |
| $182,341 | $6,777 | $153,286 | $1,573 | $22 | $995 | $47,038 | $392,032 |
- 90 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
| 2021 Original cost Beginning retained earnings Increase in the period Decrease in the period Disposal in the period Others- reclassification Balance at the end of the period Accumulated depreciation: Beginning retained earnings Depreciation in the period Disposal in the period Balance at the end of the period Carrying amount at the end of period |
Land | Buildings | Machinery Equipment |
Transport equipment |
Office equipment |
Other equipment |
Unfinished construction and equipment to be inspected |
Total |
|---|---|---|---|---|---|---|---|---|
| $312,736 - (186) - (130,209) |
$367,411 - - - 490 |
$3,927,665 - - - 2,693 |
$11,891 - - - - |
$9,428 - - - - |
$33,401 - - - 400 |
$46,339 7,564 - - (3,583) |
$4,708,871 7,564 (186) - (130,209) |
|
| 182,341 | 367,901 | 3,930,358 | 11,891 | 9,428 | 33,801 | 50,320 | 4,586,040 | |
| - - - |
359,895 1,326 - |
3,570,590 115,949 - |
7,813 1,354 - |
9,356 34 - |
32,134 325 - |
- - - |
3,979,788 118,988 - |
|
| - | 361,221 | 3,686,539 | 9,167 | 9,390 | 32,459 | - | 4,098,776 | |
| $182,341 | $6,680 | $243,819 | $2,724 | $38 | $1,342 | $50,320 | $487,264 |
-
(2) The Company has conducted asset revaluation pursuant the Land Act, the Equalization of Land Rights Act, and other relevant laws and regulations over the years. The total revaluation increase amounted to NT$ 1,187 thousand, which was originally listed as unrealized revaluation increase under shareholders’ equity, but on January 1, 2012 (the date when the company switched to IFRS), the Company elected to apply the revaluation value as the cost of the revaluation date. The Company wrote off the above land revaluation increment in October 2022 due to the disposal of the land (asset) with the value revaluated. Please refer to Notes 6.5(7), 6(2), and 6(11) to the individual financial statements for more details.
-
(3) The Company did not capitalize borrowing costs due to acquisition of property, plant and equipment in both 2022 and 2021.
-
(4) There was no impairment of property, plant and equipment of the Company in both 2022 and 2021.
-
(5) Pleaser refer to Note 8 of the individual financial statements for the property, plant and equipment provided as collateral or pledge. For property, plant and equipment, as Tainan District Prosecutors Office issued a letter request to the registration agency to prohibit the Company’s properties to apply for the disposal registration on August 16, 2018, due to violation of Waste Disposal Act, the carrying amounts on December 31, 2022 and 2021 were NT$ 0 and NT$ 312,826 thousand, respectively (including the transfer from property, plant and equipment - land to investment property - land of $130,209 thousand in December 2021). However, the Company paid the security deposit of NT$ 12,000 thousand in July 2022 in accordance with the criminal ruling by the Tainan Branch Court, Taiwan High Court. On July 26, 2022, the Company received a letter from the court to revoke the aforementioned prohibition of disposal of property, plant and equipment. On September 21, 2018, the Company received an order from the prosecutor of the Tainan District Prosecutors Office to seize the relevant property, plant and equipment-transportation equipment due to the crime in the aforementioned case, and an appraisal auction, and the price in custody were conducted. It was sold on October 22, 2017. The auctioned price and disposal loss were NT$ 590 thousand and NT$ 501 thousand, respectively. Please also refer to Note 4.14, 5, and 6.8 to the individual financial statements for the description.
- 91 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
- (6) Acquired property, plant and equipment listed in the individual cash flow statement:
| Please refer to Note 6.5(1) to the individual financial statements for related information Additions to Property, Plant and Equipment in the period Plus: Other payables at the beginning of the period Less Other payables at the end of the period Add: Unrealized foreign currency exchange gain (loss) Cash outflow from acquisition of property, plant and equipment |
2022 $4,928 6,336 (5,953) (49) $5,262 |
2021 |
|---|---|---|
| $7,564 5,953 (6,521) 185 |
||
| $7,181 |
-
(7) On December 29, 2021, the Board of Directors resolved to dispose of six parcels of land held by the Company, including the Magong Section, Madou District, Tainan City, in order to revitalize the land assets and improve the financial structure of the Company. Therefore, the carrying amount of property, plant and equipment - land was transferred to investment property - land in the amount of $130,209 thousand.
-
(8) The Company signed a rooftop lease contract with another company in July, 2017. The lease period is from the date of commercial operation of the solar power system up to the expiration after 20 years. The rent calculation method is based on a floating system, and for the percentage of power actually generated by the solar power system, and collected on a monthly basis. The Company’s rent income incurred in the 2022 and 2021 as a result of the aforementioned leases was NT$ 1,474 thousand and NT$ 1,566 thousand, respectively.
-
(9) The Board of Directors, on February 6, 2023, approved by resolution to revitalize the land and improve the Company's financial structure. It is planned to dispose of the land and buildings held by the Company at land lot 491, Pitou Section, Madou District, Tainan City, and delegate the Chairman to adopt the property appraisal reports as the basis for the sale price and sign the sales contract and other relevant documents on behalf of the Company and handle subsequent business. Moreover, the Company has transferred the carrying amount of the above property of NT$ 4,104 thousand to investment property.
- 92 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
6. Investment Property
(1) The changes of Investment property are as following:
| Original cost Beginning retained earnings Increase in the period Disposal in the period Balance at the end of the period Accumulated depreciation: Beginning retained earnings Depreciation in the period Disposal in the period Balance at the end of the period Accumulated impairment: Beginning retained earnings Impairment of the period Reversal in the period Balance at the end of the period Carrying amount at the end of period Original cost Beginning retained earnings Increase in the period Reclassification in the period Disposal in the period Balance at the end of the period Accumulated depreciation: Beginning retained earnings Depreciation in the period Disposal in the period Balance at the end of the period Accumulated impairment: Beginning retained earnings Impairment of the period |
2022 | ||
|---|---|---|---|
| Land $279,566 - (136,083) 143,483 - - - - 38,047 - - 38,047 $105,436 |
Buildings $87,203 - - 87,203 38,026 1,744 - 39,770 34,368 - - 34,368 $13,065 2021 |
Total | |
| $366,769 - (136,083) |
|||
| 230,686 | |||
| 38,026 1,744 - |
|||
| 39,770 | |||
| 72,415 - - |
|||
| 72,415 | |||
| $118,501 | |||
| Land $149,357 - 130,209 - 279,566 - - - - 38,047 - |
Buildings $87,203 - - 87,203 36,282 1,744 - 38,026 34,368 - |
Total | |
| $236,560 - 130,209 - |
|||
| 366,769 | |||
| 36,282 1,744 - |
|||
| 38,026 | |||
| 72,415 - |
- 93 -
| Reversal in the period Balance at the end of the period Carrying amount at the end of period |
- 38,047 $241,519 |
- 34,368 $14,809 |
- |
|---|---|---|---|
| 72,415 | |||
| $256,328 |
-
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
-
(2) Please refer to Note VI.5(7) to the individual financial statements for a description of the Company's reclassification from property, plant and equipment-land to investment property-land.
-
(3) The Company leased part of the investment property to other related parties as offices in the form of operating lease for a lease term from March 1, 2017 through February 28, 2022. The lease term was renewed at the end of the term. The renewed one is from March 1, 2022 through February 28, 2027. Due to a change of business on August 31, 2022, both parties agreed to terminate the lease contract early on September 1, 2022. Please also refer to Note VII.2(1) to the individual financial statements for the description.
-
(4) The maturity analysis for the receivable undiscounted lease payment (tax included) under operating lease on December 31, 2022 and 2021:
December 31, 2022 and 2021: |
||
|---|---|---|
| Period | 2022.12.31 | 2021.12.31 |
| Year 1 | $- | $10 |
| he fair values of the investment properties held by the Company are as following: | ||
| 2022.12.31 | 2021.12.31 | |
| Fair value of investment property | $467,974 | $1,978,460 |
- (5) The fair values of the investment properties held by the Company are as following:
The fair value of the aforesaid investment properties is the result of the evaluation based on the announced market price by inquiring the actual price registration information.
- (6) The income and expenses generated by the Company's investment properties are as follows:
| Rent income from investment properties Direct operating expenses (including repair or maintenance) incurred from investment property that generate rental income Direct operating expenses (including repair or maintenance) incurred from investment property that generate rental income |
2022 $29 $333 $1,411 |
2021 |
|---|---|---|
| $57 | ||
| $501 | ||
| $1,243 |
-
(7) On November 11, 2021, the Board of Directors resolved to sell the investment property - land and buildings in Beiyuan Section, North District, Tainan City, with the carrying amounts of $51,122 thousand and $49,378 thousand recognized as of December 31, 2022 and 2021, and authorized the Chairman of the Board of Directors to dispose of them at his sole discretion, as described in Note 7.2(3) to the individual financial statements.
-
(8) Pleaser refer to Note 6.20 to the individual financial statements for the investment properties impairment.
- 94 -
-
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
-
(9) Pleaser refer to Note 8 of the individual financial statements for the investment properties provided as collateral or pledge. For investment property, as Tainan District Prosecutors Office issued a letter requesting the registration agency to register the prohibition of the Company’s investment property disposal on July 9, 2018 due to violation of Waste Disposal Act or applying to the Taiwan Tainan District Court for a ruling on seizure. The carrying amounts of investment property on December 31, 2022 and 2021 were NT$ 0 and NT$ 126,119 thousand, respectively. However, the Company paid the security deposit of NT$ 12,000 thousand in July 2022 in accordance with the criminal ruling by the Tainan Branch Court, Taiwan High Court. On July 26, 2022, the Company received a letter from the court to revoke the aforementioned prohibition of investment property disposal. Please also refer to Note IV.14, V, VI.5(5) and VI.8 to the individual financial statements for the description. On August 27, 2018, the Company received the judgement from Taiwan Tainan District Court that favored the application from the Company’s bank creditor for provisional seizure some of the Company’s investment properties. The reason of this application was that to secure the credit, the creditor took the Company’s Chairman, Shuo-Tang Yeh as the joint guarantor of the Company’s borrowing; and as Mr. Yeh was detained by the court, the bank creditor, pursuant to the contract, claimed that all the borrowings to the Company shall be deemed due. The carrying amounts on December 31, 2022 and 2021 were NT$ 0 and NT$ 51,122 thousand, respectively. However, after the Company repaid all the loans from the bank creditor in July 2022, it received a letter from the Civil Execution Department, Taiwan Tainan District Court on July 20, 2022, stating that the bank creditor had withdrawn the execution of the above provisional seizure. Please also refer to Note VI.9(1) to the individual financial statements for the description.
-
(10) The Company did not capitalize borrowing costs due to the acquisition of investment properties in both 2022 and 2021.
-
(11) On March 3, 2022, the Company entered into a land sale and purchase agreement with the buyer to sell two parcels of land, No. 26 and No. 27, Magong Section, Madou District, Tainan City, for a total consideration of $251,234 thousand. However, the land has been secured for bank borrowings and is subject to a registration ban. According to the provisions of the sale and purchase agreement, the Company must complete the release of the land subject to the sale and purchase from the Environmental Protection Administration of the Executive Yuan, apply for the cancellation of the mortgage, the release of the registration ban and the registration of the transfer of property rights before the sale price can be transferred to the Company from the property trust account. If the Company fails to complete the aforementioned release of possession and prohibition of disposition within 180 days of signing the contract, the purchaser may cancel the land sale and purchase agreement or extend it for another 180 days. In October 2022, the Company completed the transfer of land ownership and received the above proceed from the transaction, while recognizing a gain on the disposal of investment property of NT$ 187,676 thousand and income tax expenses - land value increment tax of NT$ 1,691 thousand.
-
(12) On March 3, 2022, the Company entered into a land lease agreement with a lessee to lease land at a monthly rent of $500 thousand for the period from March 3 to July 2, 2022, in Magong Section, Madou District, Tainan City, Cadastral Number 5. After the lessee confirms that it has passed the procedures for applying for the land for the installation of grid-connected energy storage equipment within the lease term and the Company has followed the procedures for acquiring or disposing of the assets, the lessee may sign a land sale and purchase contract with the lessee. However, if the lessee does not complete the application procedures within the aforementioned period, the aforementioned lease shall be terminated after the expiration date. For this, the Company, on May 11, 2022, delegated the Chairman to adopt the property appraisal reports as the basis for the sale price and sign the sales contract and other relevant documents on behalf of the Company and handle subsequent business. Only after the lessee completed the relevant application procedures before the above deadline could the Company sign a land sale contract with the lessee. However, the Company still needs to wait for the Environmental Protection Administration, Executive Yuan, to lift its control over the land to be traded and needs to complete the lien cancellation and the removal of disposal prohibition to transfer property rights and have it registered. On July 3, 2022, August 31, 2022, and November 3, 2022, the Company agreed to the lessee to extend the land lease term to September 2, 2022, November 2, 2022, and November 11, 2022, respectively, and terminated the lease on January 2, 2023 after the end of the term.
- 95 -
-
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
-
(13) On May 11, 2022, the Board of Directors adopted a resolution to revitalize the land (asset) and improve the Company's financial structure. It is planned to dispose of the investment property (land) in Land in Caohu Section, Annan District, Tainan City and delegate the Chairman to adopt the property appraisal reports as the basis for the sale price and sign the sales contract and other relevant documents on behalf of the Company and handle subsequent business. However, the Company still needs to complete the lien cancellation and the removal of disposal prohibition to transfer property rights and have it registered. On June 1, 2022, the Company signed a property sale contract with the buyer to sell the above land at a total price of NT$ 500,000 thousand and received a signing bonus of NT$ 50,000 thousand in accordance with the contract. However, the Company should revoke the above disposal prohibition within 60 days after signing the contract. If the prohibition is not revoked in time, the Company should notify the buyer 15 days before the deadline, and the buyer may notify the Company in writing of terminating the sales contract or postponing 60 days before the deadline. The Company should cooperate with the buyer to sign all necessary documents. Later, in August 2022, the Company completed the transfer of land ownership and received the above proceed from the transaction of NT$ 450,000 thousand, while recognizing a gain on the disposal of investment property of NT$ 419,848 thousand (under non-operating income and expenses - other gains and losses) and income tax expenses - land value increment tax of NT$ 27,633 thousand.
-
(14) On January 18, 2023, the Company entered into a land lease agreement with a lessee to lease land lot 5-1 divided from the land at land lot 5, Magong Section, Madou District, Tainan City, at a monthly rent of $500 thousand over a lease term from January 18 through March 17, 2023. If the lessee fails to complete the optoelectronics industry application procedures within the above lease term, the lessee must not claim any compensation from the Company for the damage caused by the termination of the above land lease. If the lessee intends to purchase the leased land within the lease term, it may sign a land sale contract with the Company. After the Board of Directors, on February 6, 2023, approved by resolution to sell the above land for NT$ 419,176 thousand (with a carrying amount of NT$ 24,068 thousand), the Company signed a property sale contract on February 10, 2023 for a total price of NT$ 419,176 thousand, and entrusted a bank to be the trustee for the payment. Up to the date of publication of the individual financial statements, the aforementioned transaction is still in progress.
7. Intangible assets
(1) The changes in the Company's intangible assets - computer software are as follows:
| Original cost Beginning retained earnings Increase in the period Decrease in the period - derecognized when due Balance at the end of the period Accumulated amortization: Beginning retained earnings Amortization in the period Decrease in the period - derecognized when due Balance at the end of the period Carrying amount at the end of period |
2022 $181 - - 181 (36) (52) - (88) $93 |
2021 |
|---|---|---|
| $- 181 - |
||
| 181 | ||
| - (36) - |
||
| (36) | ||
| $145 |
(2) There was no impairment of intangible assets of the Company in both 2022 and 2021.
- 96 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
8. Provisions - current
Provisions-current |
||
|---|---|---|
| Estimated provision for expenses to clean the landfilled industrial waste in the plant area and the fine due to violating the Waste Disposal Act |
2022.12.31 $- |
2021.12.31 |
| $370,420 |
(1) Changes of the Company’s provision is as the following:
| 2022 Carrying amount at the beginning of period Newly added provision in the period Used in the period Reversal in the period Carrying amount at the end of period 2021 Carrying amount at the beginning of period Used in the period Carrying amount at the end of period |
Estimated provision for expenses to clean the landfilled industrial waste in the plant area and the fine due to violating the WasteDisposal Act $370,420 - (12,395) (358,025) $- $383,770 (13,350) $370,420 |
Provisions for onerous purchase contracts $- 45,548 - (45,548) $- $- - $- |
Total |
|---|---|---|---|
| $370,420 45,548 (12,395) (403,573) |
|||
| $- | |||
| $383,770 (13,350) $370,420 |
(2) On July 9, 2018, the Company was suspected of landfilling industrial wastes in the plant area, and thus violating the Waste Disposal Act, and was searched by the Tainan District Prosecutors Office (Prosecutors Office hereafter) in conjunction with relevant authorities. In addition, some of the property, plant and equipment and investment properties held by the Company will be seized for recovery. On July 26, the Company received a letter from the Tainan Branch Court, Taiwan High Court, to revoke the aforementioned prohibition of property disposal. Please refer to the explanations under Notes VI.5(5) and VI.6(9) to individual financial statements. On April 8, 2019, the Company received an indictment of a violating the Waste Disposal Act by the Prosecutor’s Office. Twelve people including the company and the Chairman, Mr. Yeh Shuotang, were listed as defendants. The cleaning costs were estimated to be NT$ 1,224,404 thousand (tax included), and the fines was set a maximum amount of NT$ 15,000 thousand. As of the release date of individual financial statements, the case is under trial at Tainan District Court. Based on the results of experts and the price quoted by the relevant vendor, the Company estimated a disposal and handling expense of NT$436,395 for the buried business waste and NT$15,000 thousand for the possible fines with reference to the expert opinion. The disposal and disposal expense difference between the Company's estimate and the estimated amount in the indictment is primarily due to the difference in the weight of the waste converted and the difference in the quotation from the relevant vendors. However, the Company has provided its best estimate of the expenses required to settle this obligation and will review its reasonableness on a regular basis. The said provision for liabilities is expected to be paid in accordance with the waste disposal progress of the vendor after the competent authorities approves the Company's waste disposal plan and claim for release of evidence of preservation from the court.
- 97 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise) The fines are expected to be paid after the competent authorities determines the fines. The difference between the estimated amount of fines and the Company's fines will be treated as a change in accounting estimate. On September 17, 2019, the Company received a letter of consent principle from the competent authorities for the said waste disposal plan. Aside from the removal of the buried waste area in the rezoning project of Tainan City Government, which is due to be completed within one month, the remaining removal shall be completed within 36 months from September 12, 2019. After completion, the competent authorities shall be notified to conduct on-site verification. The Company uses the waste removal deadline determined by the competent authorities and the estimated progress of waste removal by the vendor as the basis for distinguishing between current and non-current liabilities. On July 6, 2021, the Company received a letter from the competent authority in which the authorities generally gave their consent to the Company's waste cleanup report. On July 7, 2021, the competent authority sent its staff to conduct a soil and groundwater inspection at the Company's factory. On October 1, 2021, December 28, and February 11, 2022, the Environmental Protection Administration (“EPA”), Executive Yuan, conducted inspections and reviews for the aforesaid inspections respectively. The Company’s management assessed the waste cleanup progress and estimated that there would be no major expense required to settle such an obligation in the future, so the provision of NT$ 355,025 thousand was reversed in March 2022. Please also refer to Notes 4.14, 5, and 5.17 to the individual financial statements. Furthermore, the Company received a reply from the competent authority on May 10, 2022 that the supporting documents submitted by the Company regarding the digging have been checked and it is confirmed that the waste in this case has been cleaned up and that the data of the tested imported soil was lower than the standards for soil pollution. It was approved based on the review principles and reported to the EPA for review on May 2, 2022. After the case was approved by the EPA, it was removed from the control of the Waste Disposal Case Management System on May 3, 2022.
-
(3) On July 9, 2021, the Company received a judgment from the Taiwan Tainan District Court, which imposed a fine of NT$12,000 thousand on the Company for violating the Waste Disposal Act, and Mr. Shuo-Tang Yeh, the Chairman of the Company, was sentenced to five years and four months in prison. The Company refused to accept the criminal judgment of the first instance by the Taiwan Tainan District Court and filed an appeal according to the law. On September 5, 2022, the Company received the criminal judgment by the Tainan Branch Court, Taiwan High Court, that the Company’s penalty of NT$12,000 thousand for violating the Waste Disposal Act remained the same and that Chairman Shuo-Tang Yeh was sentenced to five years and four months in jail and should be in jail for five years. Chairman Shuo-Tang Yeh refused to accept the criminal judgment of the second instance by the Tainan Branch Court, Taiwan High Court, and filed an appeal in accordance with the law. On December 19, 2022, the criminal judgment by the Supreme Court rejected the appeal. In response, Chairman Shuo-Tang Yeh has filed an extraordinary appeal in accordance with the law. Up to the date of publication of the individual financial statements, it is still in court. Later, in November 2022, the Taiwan Tainan District Prosecutor's Office transferred the security deposit of NT$ 12,000 thousand paid by the Company in July 2022 in accordance with the criminal ruling by the Tainan Branch Court, Taiwan High Court, to the penalty imposed on the Company for violating the Waste Disposal Act, so the provision of NT$ 12,000 thousand was written off, and the overestimate of NT$ 3,000 thousand was reversed. Please also refer to Note IV.14, V, VI.5(5), VI.6(9), and VI.17 to the individual financial statements for the description.
-
(4) The provisions for onerous purchase contracts were made as the decline in raw material prices has resulted in onerous purchase contracts for the Company in 2022 Q2. The Company adopts the fines incurred for the failure to perform such contracts as management’s best estimate to settle such obligations. On September 6, 2022, the Company and the suppliers agreed to adjust the purchase prices, and the Company already perform the revised purchase contracts in September 2022. After evaluation by the Company’s management, the provisions for onerous purchase contracts initially recognized were all reversed in Q3 2022. Please also refer to Notes IV.14 and V to the individual financial statements
- 98 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
9. Long-term borrowings
(In NT$ thousand, unless Long-term borrowings |
stated otherwise) |
|||
|---|---|---|---|---|
| Creditors Nature of borrowing 2022.12.31:None 2021.12.31 Taiwan Business Bank Guaranteed borrowing Less: long-term borrowings due within a year Long-term borrowings due after a year |
Contractual period 2018.05.04–2023.02.02 |
Interest rate 1.70% |
amount |
Repayment method |
$799,123 (512,174) |
(Note) | |||
| $286,949 |
Note: Repay interest monthly, and repay the principal when it is due.
-
(1) As stated in Note 6.6(9) of individual financial statements, the Company’s original short-term borrowings of NT$ 799,123 thousand was deemed overdue and default, but the Company had signed an agreement with the creditor bank on October 25, 2018 to alter the credit conditions as stopping the use of the original credit facility, and extending the original maturity date of each of the aforementioned borrowing for another year. Interests are paid monthly, and the principal is paid at the maturity. Therefore, the company reclassified the aforementioned short-term borrowings as long-term loans. On September 9, 2019, the Company and the creditor bank entered into a modification agreement to extend the original maturity date of each of the aforementioned loans for another year, with interest payable monthly and principal repaid on maturity. On September 22, 2020, the Company and the creditor bank entered into a further modification agreement to extend the original maturity date of each of the aforementioned loans for another year, with interest payable monthly and principal repaid on maturity. On November 10, 2021, the Company and the creditor bank entered into a modification agreement to extend the original maturity date of each of the aforementioned loans for another year, with interest payable monthly and principal repaid on maturity. The Company repaid the loans in full early on July 1, 2022 and July 4, 2022.
-
(2) For the collateral provided by the Company for long-term loans, please refer to Note 8 of individual financial statements.
10. Post-employment benefits
(1) Defined benefit plan
-
A. The Company has established employee retirement procedures on the basis of employees’ years of service and expected wages before retirement. Pursuant to the "Labor Standards Act,"a certain percentage of the total monthly wage is contributed for pension reserves, which are allocated to the Labor Pension Reserve Supervision Committee for depositing in the special account and disbursement. Since this pension reserve is completely separated from the Company, it is not included in the individual financial statements.
-
B.The remeasurement of net defined benefit liabilities is recognized in other comprehensive income and the cumulative amount is as follows:
cumulative amount is as follows: |
||
|---|---|---|
| Amount at the beginning of the period Net re-measurement of the defined benefit plan Amount at the end of period |
2022 $4,680 1,405 $6,085 |
2021 |
| $3,199 1,481 |
||
| $4,680 |
- 99 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
C. Adjustment of the current value of defined benefit obligation and fair value of planned assets
(In NT$ thousand, unless stated otherwise) Adjustment of the current value of defined benefit obligation and fair value of |
planned assets |
|---|---|
| 2022.12.31 Current value of a defined benefit obligation $9,842 Fair value of planned assets (4,372) Defined benefit liability $5,470 ~~$88 528~~ Changes of the current value of a defined benefit obligation 2022 Carrying amount at the beginning of period $13,305 Interest expense 93 Net re-measurement of the defined benefit liability Actuarial loss generated from the changes of financial assumption - Actuarial loss (gain) generated from the changes of financial assumption 232 Actuarial gains generated from the experience adjustment (1,478) Benefit paid (2,310) Carrying amount at the end of period $9,842 Changes of fair value of planned assets are as following 2022 Carrying amount at the beginning of period $6,247 Interest income 44 Remeasurement of defined benefit assets, net Return on plan assets (excluding current interest) 159 Contribution from employer 232 Benefit paid (2,310) Carrying amount at the end of period $4,372 |
2021.12.31 |
| $13,305 (6,247) |
|
| $7,058 |
|
| ~~$88 528~~ 2021 |
|
| $15,072 60 18 (533) (752) (560) |
|
| $13,305 | |
| 2021 | |
| $1,539 6 214 5,048 (560) |
|
| $6,247 |
-
D. Changes of the current value of a defined benefit obligation
-
E. Changes of fair value of planned assets are as following
(A) Pursuant to the “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund,” the competent authority, in conjunction with the Ministry of Finance, shall commission the Bank of Taiwan to manage the revenues, expenditures, safeguard, and utilization of the Fund, where the safeguard and utilization of the Fund may be commissioned to another financial institution. The scope of Fund utilization shall be as follows: deposit in domestic or foreign financial institutions; borrowing to government agencies in various levels or state-owned enterprises for undertaking economic construction or capital expenditure with compensation or repayable by budgeting on a year-by-year basis; investment in domestic or foreign listed, over-the-counter, or private placement equity securities; investment in domestic or foreign debt securities; investment in publicly or privately placing beneficiary certificates issued by domestic securities investment trust funds, futures trust fund, mutual trust funds or collective trust products; investment in beneficiary certificates, fund shares or investment unit securities issued or managed by foreign fund management institutions; investment in domestic or foreign real estate and its securitization products; investment in domestic or foreign spot commodities; engaging in domestic or foreign financial derivatives transactions; engaging in securities lending. With regard to utilization of the Fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Information on the asset utilization of the Labor Retirement Fund, includes the fund contributions and the rate of return provided by Bank of Taiwan, and the fund asset allocation announced on the website of the Bureau of Labor Funds (BLF), Ministry of Labor, Executive Yuan. Please refer to the website of BLF.
- 100 -
-
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
-
(B) As of December 31, 2022 and 2021, the balances of Company’s dedicated account in Bank of Taiwan for depositing pension reserve, was NT$ 4,372 thousand and NT$ 6,247 thousand, respectively.
-
(C) As of December 31, 2022, the defined benefit plan expected to contribute NT$ 201 thousand for 2023.
-
-
F. The amount of pension expenses recognized as profit and loss and the accounting status are as follows:
2022 2021
2022 |
2021 |
|
|---|---|---|
| Interest expense Interest income Total Operating cost Selling and marketing expenses Administrative expenses Total |
$93 (44) $49 2022 $42 2 5 $49 |
$60 (6) |
| $54 | ||
| 2021 | ||
| $47 4 3 |
||
| $54 |
- G. The main actuarial assumptions used in determining the current value of defined benefit obligation are as follows:
follows: |
||
|---|---|---|
| Discount rate Expected wage increase rate |
2022.12.31 1.40% 3.00% |
2021.12.31 |
| 0.70% 2.00% |
Please refer to Note 5.2(1) of individual financial statements for the sensitivity analysis of the Company's actuarial assumptions if there is a reasonably possible change that affects the amount of net defined benefit liabilities.
- H. The overview of the maturity of the defined benefit obligation is as following:
Weighted average duration Maturity analysis of future benefit payment Within a year 2-5 years 6 years or more Total undiscounted cash amount |
2022.12.31 12 years $112 1,112 10,421 $11,645 |
2021.12.31 |
|---|---|---|
| 13 years | ||
$139 818 13,588 |
||
| $14,545 |
- 101 -
-
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
-
(2) Defined contribution plans
-
A. After the implementation of the "Labor Pension Act" in July 2005, the Company adopted a definite contribution plan. After the implementation, employees may choose to apply the relevant pension provisions of the "Labor Standards Act", or apply the pension system of the Labor Pension Act, while retaining the service years before the Act are applied. For employees subject to this Act, the Company’s monthly contribution rate for the employee pension shall not be less than 6% of the employee’s monthly wage, and the monthly pension contributions will be deposited in the individual dedicated labor pension account of the employee, set up by the Bureau of Labor Insurance. The Company is not liable for the statutory and assumed obligations of paying additional contributions after the monthly contributions are made.
-
B. The amount of pension expenses recognized by the Company as a result of the definite contribution plan is as follows:
| Operating cost Selling and marketing expenses Administrative expenses Total |
2022 $1,007 51 491 $1,549 |
2021 $1,313 35 476 $1,824 |
|---|---|---|
11. Share capital
| Share capital | |||
|---|---|---|---|
| Balance on January 1, 2021 Balance on December 31, 2021 Balance on January 1, 2022 Balance on December 31, 2022 |
Registered authorized capital (thousand shares) (note) |
Issued commonshares,face value pershare NT$10 Number of shares (in thousands) Share capital 281,167 $2,811,673 281,167 $2,811,673 281,167 $2,811,673 281,167 $2,811,673 |
|
| Share capital | |||
| 378,800 | $2,811,673 | ||
| 378,800 | $2,811,673 | ||
| 378,800 | $2,811,673 | ||
| 500,000 | $2,811,673 |
- Note: The Company adopted the resolution of the AGM on March 23, 2012, to increase the total amount of the authorized share capital to NT$ 5,000,000 thousand, divided into 500,000 thousand shares, each with a face value of NT$ 10, and issuance in installments. The aforementioned amendment to the authorized share capital could not be registered for such change with the Company Act before the amendment. As the Company Act was amended on August 1, 2018, and enforced on November 1, 2018, the change can be directly registered and the change registration procedure was completed on June 28, 2022.
The rights, priorities and restrictions of the common shares issued by the Company are as follows
-
(1) Each shareholder has one vote per share.
-
(2) Distribution of the dividends and bonuses shall be effected in proportion to the number of shares held by each shareholder accordingly.
-
(3) After paying off the debts, the remaining property shall be distributed in proportion to the shares of each shareholder.
- 102 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
12. Earnings distribution and dividend policy
-
(1) Pursuant to the Articles of Incorporation, the annual surpluses concluded by the Company are first subject to taxation and reimbursement of previous losses, followed by a 10% provision for legal reserve and provision or reversal of special reserve as the laws may require. Any surpluses remaining will be added to unappropriated earnings accumulated from previous years, for which the board of directors will propose an earnings appropriation plan and seek resolution in a shareholder meeting before distribution.
-
(2) The Company’s dividend policy is that the Company shall devise earnings appropriation plans for the amount of distributable earnings calculated above after taking into consideration prospects of the economic environment, future capital requirements, long-term financial plans, and shareholders' needs for cash inflow, and present the proposal for resolution at shareholder meeting. At least 10% of total shareholders' dividends shall be paid in cash, but the Company may choose to pay dividends in shares instead if cash dividends amount to less than NT$0.5 per share.
(3) As of the end of 2022 and 2021, the Company only accumulated loss, and thus no earnings to be distributed.
13. Other equity (net amount after tax)
| 14. | Unrealized valuation loss on financial assets measured at FVTOCI Beginning retained earnings Occurred in the period Balance at the end of the period Net operating revenue Income from product sales Other operating revenue Total Less: sales returns Sales discounts and allowances Net operating revenue |
2022 $(18,121) (13,859) $(31,980) 2022 $1,202,552 28,945 1,231,497 (129) (361) $1,231,007 |
2021 |
|---|---|---|---|
| $(5,504) (12,617) |
|||
| $(18,121) | |||
| 2021 | |||
| $2,465,872 27,371 |
|||
| 2,493,243 (21,205) (1,097) |
|||
| $2,470,941 |
The Company’s revenue mainly comes from goods transferred at a certain point of time. The relevant revenue is detailed as follows
(1) Major product/service lines
etailed as follows ajor product/service lines |
||
|---|---|---|
| Steel coil Other Total |
2022 $1,202,062 28,945 $1,231,007 |
2021 |
| $2,443,570 27,371 |
||
| $2,470,941 |
- 103 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
(2) Major regional market
Major regional market |
||
|---|---|---|
| Regions where customers arelocated Taiwan |
2022 $1,231,007 |
2021 |
| $2,470,941 |
| 15. | Operating costs and expenses Employee benefit expense, depreciations, |
Operating costs and expenses Employee benefit expense, depreciations, |
and amortisationexpenses ar | and amortisationexpenses ar | e aggregated byfunctionasfollowing: | e aggregated byfunctionasfollowing: | e aggregated byfunctionasfollowing: |
|---|---|---|---|---|---|---|---|
| By function By nature |
2022 | 2021 | |||||
| As operating costs |
As operating expenses |
Total | As operating costs |
As operating expenses |
Total | ||
| Employee benefits expense |
|||||||
| Wage expense (Note 1) | $18,407 | $10,858 | $29,265 | $24,428 | $9,747 | $34,175 | |
| Labor and health insurance expense |
2,144 | 1,284 | 3,428 | 2,881 | 1,167 | 4,048 | |
| Pension expense | 1,049 | 549 | 1,598 | 1,360 | 518 | 1,878 | |
| Remuneration to directors (Note1) |
- | 1,231 | 1,231 | - | 1,117 | 1,117 | |
| Other employee benefits expense |
1,392 |
808 | 2,200 | 4,244 | 1,927 | 6,171 | |
| Depreciation expense (Note2) |
103,096 | 1,783 | 104,879 | 117,288 | 1,700 | 118,988 | |
| Amortization expenses | 14 | 38 | 52 | 132 | 30 | 162 |
-
Note 1: (1) Pursuant to the Articles of Incorporation, annual profits concluded by the Company are subject to employee remuneration of 2%-3%, which the board of directors may decide to distribute in cash or in shares. Employees of subsidiaries who meet certain criteria are also entitled to receive this remuneration. Up to 1% of the aforementioned profit may be distributed as directors' remuneration at the discretion of the board of directors. Employees’ and directors’ remuneration distribution proposals shall be submitted to the shareholders' meeting for reporting. If, however, the Company has accumulated losses, profit shall first be used to offset accumulated losses and then to set aside employees’ and directors’ remuneration according to the aforementioned percentages. The said annual profit mentioned shall refer to pre-tax profit before employees’ and directors’ remuneration in the current year. As of the end of 2022 and 2021, the Company only accumulated loss, and thus no employee or director remuneration is estimated.
-
(2) As of the end of 2022 and 2021, the Company only accumulated loss, and thus no employee or director remuneration is distributed.
-
(3) Regarding the information related to the employee or director remuneration approved by the Board of Directors, please inquiry at the MOPS
-
Note 2: The depreciation expenses provided by the Company for 2022 and 2021 were NT$ 106,623 thousand and NT$ 120,732 thousand, respectively. Of which the depreciation expenses for investment properties-leased assets were both NT$ 1,744 thousand, and listed in net other income and expenses.
- 104 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d)
-
(In NT$ thousand, unless stated otherwise)
-
Note 3: (1) The average number of employees at the end of each month of the Company during 2022 and 2021 was 62 and 72, respectively; of which the number of directors who were not currently serving employees were five and six, respectively.
-
(2) The Company's average employee benefit expenses in 2022 and 2021 were NT$ 640 thousand and NT$ 701 thousand, respectively.
-
(3) The Company's average employee wage costs in the 2022 and 2021 were NT$ 513 thousand and NT$ 518 thousand, respectively; the average employee wage costs in 2022 were 0.97% less than that in 2021.
-
(4) The Company has established the Audit Committee to replace the functions of supervisors, as required, and thus no remuneration to supervisor.
-
(5) The company's remuneration policy (including directors, managerial officers and employees): The Company's policy for remuneration to directors and managerial officers is based on the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange”, and is determined by the Company’s Remuneration Committee with reference to the standard payment of peer industries with consideration of personal performances, the Company's operational performance and future risks.
For the Company’s policy on remuneration to employees, the wage (basic wage, various subsidies, job allowances, overtime pay and various bonuses) is set based on the common wage levels in the industry, job categories, ranks, academic and industrial background, professional capabilities and responsibilities. The bonuses and wage adjustments depend on the Company’s annual operating profitability and the achievement of the goals set by departments and individuals.
Regarding the remuneration of employees and directors of the Company, please refer to the explanation under Note 1(1).
16. Other income and expenses, net
| 16. | Other income and expenses, net | ||
|---|---|---|---|
| 17. | Investment property- leasing assets Rent income depreciation expense Net other income and expenses Non-operating income and expense (1)Interest income |
2022 $29 (1,744) $(1,715) |
2021 |
| $57 (1,744) |
|||
| $(1,687) | |||
| (1) |
Interest on bank deposits
| 2022 $1,012 |
2021 |
|---|---|
| $81 |
- 105 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
Other income
| (3) | Rent income Dividend revenue Other income Total Other gains or losses Gain (loss) on financial assets measured at FVTPL Gain on disposal of investment property Net foreign exchange gains Gain on reversal of provisions for disposal of business waste buried in the plants Gain on reversal provisions for penalty for violating the Waste Disposal Act Other losses - return of gains from government subsidies (Note) Other losses Total |
2022 $6,236 1,311 1,018 $8,565 2022 $(11,948) 607,524 24 355,025 3,000 - (4) $953,621 |
2021 |
|---|---|---|---|
| $1,566 415 6,020 |
|||
| $8,001 | |||
| 2021 | |||
| $23,621 - 37 - - (6,885) (261) |
|||
| $16,512 |
Note: On August 4, 2021, the Company received a letter from the Industrial Development Bureau of the Ministry of Economic Affairs (MOEA), which concluded that the Company did not meet the requirement of the “Instruction for applications to MOEA for salary and working capital subsidies for manufacturing and technical service industries affected by severe special infectious pneumonia” and should pay back the subsidy amounting to $7,795 thousand from the second quarter to the fourth quarter of 2020, of which the subsidy amount of $910 thousand for December 2020 was received in March 2021. The Company already paid back said subsidy in March 2022.
Please refer to Notes 4.14, 5, and 6.8 to the individual financial statements for the details of the cleanup and disposal of business waste buried in the plants and the gain on reversal provisions for penalty for violating the Waste Disposal Act.
the Waste Disposal Act. |
|||
|---|---|---|---|
| (4) | Financial costs Interest on bank borrowings Interest on borrowings from related parties Total |
2022 $(7,366) - $(7,366) |
2021 |
| $(13,585) (68) |
|||
| $(13,653) |
- 106 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
18. Other comprehensive income
18.Other comprehensive income |
|||||
|---|---|---|---|---|---|
| Composition Items of Other Comprehensive Income |
Recognized during the period |
Reclassificat ion adjustments ofthe period |
Other comprehensive income |
income tax expense |
After-tax amount |
| 2022 Items that will not be reclassified subsequently to profit or loss: Re-measurement of the defined benefit plan Unrealized valuation losses on investments in equity instruments as at fair value through other comprehensive income Total 2021 Items that will not be reclassified subsequently to profit or loss: Re-measurement of the defined benefit plan Unrealized valuation losses on investments in equity instruments as at fair value through other comprehensive income Total |
$1,405 (13,859) |
$- - |
$1,405 (13,859) |
$(281) - |
$1,124 (13,859) |
| $(12,454) | $- | $(12,454) | $(281) | $(12,735) | |
$1,481 (12,617) |
$- - |
$1,481 (12,617) |
$(296) - |
$1,185 (12,617) |
|
| $(11,136) | $- | $(11,136) | $(296) | $(11,432) |
19. Income tax
-
(1) The Company's profit-seeking enterprise income tax settlement and report cases before the 2020 (inclusive) have been approved by the tax collection agency.
-
(2) Major components of income tax expense were as follows:
A. Income tax recognized in profit or loss
| or components of income tax expense were as follows: Income tax recognized in profit or loss |
|
|---|---|
| 2022 Income tax expense of the period Income tax expense to be borne for the period $- Land value increment tax 29,324 Deferred income tax expense 16 income tax expense $29,340 Income tax related to other comprehensive income components 2022 Deferred income tax expense related to initially generated temporary difference and reversal . $281 |
2021 |
| $138 - - |
|
| $138 | |
| 2021 | |
| $296 |
- B. Income tax related to other comprehensive income components
- 107 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise) (3) The relationship between income tax expenses and accounting profits:
| Accounting profit Net income before tax of continuing operations Tax amount based on the tax rate applicable to the Company Excess of basic income tax over ordinary income tax Adjusted item The effects of income tax from unrecognizable items on the tax return Income tax effects of temporary differences Income tax effect of loss carryforwards Income tax expense to be borne for the period Adjustment of income tax of previous years recognized in current period Income tax expense of the period Land value increment tax Deferred income tax expense income tax expense |
2022 $809,997 $162,000 - (119,848) (42,152) - - - - 29,324 16 $29,340 |
2021 |
|---|---|---|
| $276,462 | ||
| $55,292 138 (3,281) (8,711) (43,300) |
||
| 138 - |
||
| 138 - - |
||
| $138 |
(4) The information of unused tax credit for loss
| Yearofoccurrence 2012 2013 2014 2015 2016 2018 2019 2010 2022 (estimated) Total |
Amountnot credited 2022.12.31 2021.12.31 $- $407,770 268,611 268,611 86,078 86,078 332,570 332,570 21,430 21,430 44,293 44,293 193,592 193,592 317,827 317,827 80,426 - $1,344,827 $1,672,171 |
Last year forcredit |
|---|---|---|
| 2022.12.31 $- 268,611 86,078 332,570 21,430 44,293 193,592 317,827 80,426 $1,344,827 |
||
| 2022 2023 2024 2025 2026 2028 2029 2030 2023 |
(5) There was no income taxes related to direct credit or debt of equity for 2022 and 2021.
- 108 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
(6) The analysis of the deferred tax assets and liabilities is as following:
| 2022 Deferred tax assets Taxation difference from the contributed pension expense Deferred tax liabilities Unrealized foreign currency exchange gain 2021 Deferred tax assets Taxation difference from the contributed pension expense |
Beginning retained earnings |
Recognized in comprehensive income |
Recognized in other comprehensive income |
Balance at the end ofthe period |
|---|---|---|---|---|
| $2,551 | $- | $(281) | $2,270 | |
| $- | $16 | $- | $16 | |
| $2,847 | $- | $(296) | $2,551 |
- (7) Unrecognized deferred tax assets As of December 31, 2022 and 2021, the amount of income that are not likely taxable not recognized as deferred income tax assets was NT$ 296,706 thousand and NT$ 420,935 thousand, respectively.
20. Non-financial asset impairments
- (1) The Company treats the regulated assets based on IAS 36 “Impairment of Assets.” December 31, 2022 and 2021, the accumulated impairment balance are detailed as following:
| Investment Property | 2022.12.31 $72,415 |
2021.12.31 |
|---|---|---|
| $72,415 |
- (2) In Q4 2004, the Company used the net fair value in the evaluation of investment properties-land and houses as the recoverable amount. After appraisal and evaluation, the estimated recoverable amount is lower than the carrying amount, and the difference of NT$ 24,997 thousand is recognized as an impairment loss. Also in Q2, 2014, the aforementioned investment properties-land and houses were evaluated based on the actual price registration information inquired with the announced market price. After the evaluation, the estimated recoverable amount of the land was higher than the carrying amount, and the difference of NT$ 5,997 thousand was reversed. Later, on November 27, 2017, due to the merger of the Company and the subsidiary, this was transferred to the accumulated impairment of the investment properties for NT$ 53,415 thousand.
- 109 -
- Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
21. Earnings per Share Basic earnings per share
Basic earnings per share is calculated by dividing the profit and loss of the Company’s common share equity holders divided by the weighted average number of outstanding common shares in the current period. The calculation is as follows:
2022 2021 Net income for the holders of the Company’s common $780,657 $276,324 share equity
Weighted-average shares 281,167 thousand shares 281,167 thousand shares Basic earnings per share (after taX) (NT$) $2.78 $0.98
22. Adjustment to liabilities from financing activities
| 2022 Long-term borrowings (due within a year included) 2021 Long-term borrowings (due within a year included) Other payables-related parties (financial accommodation) Total |
Beginning retained earnings $799,123 $799,123 83,000 $882,123 |
Cash flows $(799,123) $- (83,000) $(83,000) |
Non-cashchange Acquisition Change of exchangerate $- $- $- $- - - $- $- |
Balance at the end ofthe period |
|---|---|---|---|---|
| Acquisition $- $- - $- |
||||
| $- | ||||
| $799,123 - |
||||
| $799,123 |
VII. Related party transaction
1. Name of related parties and the relationship
Related Party Name Relationship to the Company Chien Shing Construction Co., Ltd. (Chien Shing The two companies share the same chairman. Construction) Chien Shing Investment Co., Ltd. (Chien Shing The two companies share the same chairman. Investment)
2. Material transaction matters with related parties
(1) Rent income
The Company leases some investment properties to the other related parties, Chien Shing Construction for its use, and thus rent income incurs (the rent is paid semi-annually). Please also refer to Note 6.6 to the individual financial statements for the description.
2022 2021 Other incomes and expense- rent income $29 $57
- 110 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
(2) Financial accommodation
The Company has borrowed funds fro the related parties as following:
| Type/name of related parties Other payables-related parties 2022:None. 2021 Other related party Chien Shing Investment |
Highest balance $83,000 |
Balance at the end of the period $- |
Interest rate range |
Total interest expense |
|---|---|---|---|---|
| 1.2% | $68 |
(3) Others
On November 23, 2021, the Company fully authorized Chien Shing Construction, another related party, to handle the sale of the land and buildings in Beiyuan Section, North District, Tainan City, which are investment properties held by the Company, including the appointment of a third party to conduct a public tender and commission sale, negotiation of commercial terms, lease modification and review, negotiation of contracts, appraisal, receipt of notices and documents, attendance of meetings, and all other matters related to the disposal of the aforementioned investment properties. The Company has authorized the disposal of the aforementioned investment properties until June 30, 2022. Please also refer to Note 6.6(7) to the individual financial statements for the description.
(4) Information of the total remunerations of major management
The aggregated information of the total remunerations paid to major management such as directors, the president, and vice presidents is as following:
president, and vice presidents is as following: |
||
|---|---|---|
| Item Short-term benefit |
2022 $1,531 |
2021 |
| $1,117 |
VIII. Pledged Assets
- Among the assets as of December 31, 2022 and 2021, the assets provided by the Company as the collaterals for financing to the financial institutions are the followings:
| Item inthe accounting book Property, plant and equipment Land Buildings Investment Property Land Total |
2022.12.31 | 2021.12.31 | Institution forpledge | Description of guaranteed debt |
|---|---|---|---|---|
| $182,341 (Note) 126 (Note) 69,123 (Note) |
$182,341 276 205,206 |
Taiwan Business Bank Taiwan Business Bank Taiwan Business Bank |
Long-term borrowings Long-term borrowings Long-term borrowings |
|
| $251,590 | $387,823 |
Note: The Company has settled the loan from the Taiwan Business Bank in July 2022 but, as of December 31, 2022, the property mortgaged has not yet been cancelled.
- 111 -
-
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
-
As of December 31, 2022 and 2021, the amount of Company’s investment properties provisionally seized by the course upon the application of the bank creditor was NT$ 0 and NT$ 51,122 thousand, respectively. Please also refer to Note 6.6(9) to the individual financial statements for the description.
IX. Significant Contingent Liabilities and Unrecognized Commitments
As of December 31, 2022, the Company still have the following significant contingent liabilities and unrecognized commitments not listed in the abovementioned individual financial statements:
The amount of material contract for constructing plants and procuring equipment is NT$ 40,906 thousand, and NT$ 24,091 thousand was paid (included the accounted payables); NT$ 16,815 thousand must be paid in the future.
- X. Loss on Material Disaster None.
XI. Material Events after the Period
Please refer to Note 6.5(9) and 6.6(14) to the individual financial statements for the property, plant and equipment and investment property - land planned to be sold in February 2023.
XII. Other
-
Capital management.
-
(1) The goal of the Company’s capital management is to ensure the Company’s ability to continue to operate, to continue to provide shareholder returns and other stakeholder benefits, while maintaining the best capital structure to reduce capital costs, and pricing products or services based on relative risk levels, to provide shareholders with sufficient remuneration
-
(2) The Company sets the amount of capital based on the risk ratio, and conducts capital structure management and appropriate adjustments based on changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may adjust the dividends paid to shareholders, reduce capital to refund shareholders with share payments, issue new shares or sell assets to settle debts.
-
(3) The Company conducts capital control based on the ratio of net debt to total capital. The ratio is calculated by dividing net debt by total capital. Net debt is total liabilities minus cash and cash equivalents; total capital is all components of equity (i.e. equity, capital reserve, retained earnings and other equity) plus net liabilities.
- 112 -
-
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
-
(4) The Company has no external capital regulations to be observed. The ratio of net debt to total capital of the Company for each period is listed as follows:
Company for each period is listed as follows: |
||
|---|---|---|
| Total liabilities Less: cash and cash equivalents Net liabilities Total equity Total capital Ratio of net liabilities to total capital |
2022.12.31 $49,509 (479,294) - 1,466,922 1,466,922 -% |
2021.12.31 |
| $1,254,507 (373,575) |
||
| 880,932 699,000 |
||
| $1,579,932 | ||
| 55.76% |
2. Financial risk management
-
(1) The Company's main financial instruments include cash and cash equivalents, financial assets measured at fair value through profit and loss, financial assets measured at fair value through other comprehensive income, long-term borrowings, and receivables and payables arising from operating activities. By using these financial instruments the Company adjusts operating capital requirements, and thus the Company’s operations are subject to a number of financial risks, including market risks (including exchange rate risks, interest rate risks and other price risks), credit risks and liquidity risks . The purpose of the Company's overall financial risk management is to reduce the potential adverse effects of the Company's exposure to financial risks due to changes in the financial market.
-
(2) The Company’s financial management department is responsible for identifying, evaluating and avoiding financial risks through close communications with the Company’s business units, coordinating access to domestic and international financial markets, and analyzing the risk of risk to manage the company’s operations. Financial risks are supervised and managed by the Board of Directors
-
(3) Major risks of the Company’s financial instruments are described as following:
A. Market risk
The Company's main market risk is the exchange rate risk arising from operating activities such as sales or purchases denominated in non-functional currencies, and the interest rate risk or price risk arising from the transaction of financial instruments.
(A) Exchange rate risk
The Company evaluates and analyzes the overall exchange rate risk, and uses foreign exchange forward contracts for risk management when the recognized assets and liabilities and future commercial transactions are exposed to significant exchange rate risks, within the scope permitted by the policy.
The Company’s non-functional currency-denominated financial assets and liabilities with significant risk of exchange rate fluctuations at the reporting date and sensitivity analysis information are as following. The sensitivity analysis is that for the Company’s non-functional currency-denominated financial assets and liabilities at the reporting date, if NT$ appreciates 5% of the relevant foreign currencies, its impact on the net profit before tax or equity, or if it depreciates by 5%, the impact on the net profit before tax or equity in the opposite direction:
- 113 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
| Foreign currency (thousand dollar) 2022.12.31 Financial asset Monetary items USD $95 Non-currency item:none. Derivative financial instruments: none Financial liability Monetary items USD $78 Non-currency item:none. Derivative financial instruments: none. 2021.12.31 Financial asset Monetary items USD $451 Non-currency item:none. Derivative financial instruments: none Financial liability Monetary items USD $78 Non-currency item:none. Derivative financial instruments: none. |
Exchange rate 30.66 . 30.76 27.63 . 27.73 |
Carrying amount $2,921 $2,390 $12,505 $2,155 |
Sensitivity analysis | Sensitivity analysis | Sensitivity analysis |
|---|---|---|---|---|---|
| Change 5% 5% 5% 5% |
Increase/decre ase of net profit before tax $146 $120 $625 $108 |
Decrease of equity |
|||
| $- $- $- $- |
|||||
- 114 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
The amounts of foreign exchange net gain or loss of the currency item (Including realized and unrealized) converted into functional currency, and the information of exchange rate converted into the currency expressed in individual financial statements are as follows:
functional currency NT$ |
2022 Foreign exchange net gain(loss) Average exchange rate $24 - |
2021 | 2021 |
|---|---|---|---|
| Foreign exchange net gain(loss) $24 |
Foreign exchange net gain(loss) $37 |
Average exchange rate |
|
| - |
(B) Interest rate risk
The Company's interest rate risks include the fair value interest rate risk of financial instruments with fixed interest rate, and the cash flow interest rate risk of financial instruments with floating interest rate. Fixed interest rate financial instruments are time deposits made by the Company; floating interest rate financial instruments are demand deposits and loans from banks. The Company evaluates and analyzes interest rate risk on a dynamic basis. It maintains an appropriate mix of fixed and floating interest rates to control the exposure of interest rate risk. If the interest rate risk in the future arises significant exposure, within the extent permitted by the policy, it is expected to carry out risk management through forward interest rate agreements.
a.The financial assets and liabilities with fixed and floating interest rates
| Fixed interest rate Financial asset Financial liability Net Amount floating interest rate Financial asset Financial liability Net Amount |
2022.12.31 $450,000 - $450,000 $27,899 - $27,899 |
2021.12.31 |
|---|---|---|
| $- - |
||
| $- | ||
| $372,109 (799,123) |
||
| $(427,014) |
b. Sensitivity analysis
For the Company’s financial assets with floating interest rates, if the market deposit interest rate increases by 0.5% on the reporting date, and maintains for a whole fiscal year, when all other factors remain unchanged, the Company will have the net profit before tax for 2022 and 2021 increased by NT$ 139 thousand and NT$ 1,861 thousand, respectively. Furthermore, for the Company’s financial liabilities with floating interest rates, if the market loan interest rate increases by 0.5% on the reporting date, and maintains for a whole fiscal year, when all other factors remain unchanged, the Company will have the net profit before tax for 2022 and 2021 decreased by NT$ 0 and NT$ 3,996 thousand, respectively.
- 115 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
(C) Other price risk
The Company possesses the equity securities including financial assets measured at fair value through profit and loss, and financial assets measured at fair value through other comprehensive income, and thus the equity price risk is generated. The Company diversifies such risks by means of investment portfolios, so it is still exposed to equity price risks.
Sensitivity analysis
When the equity price of financial assets measured at fair value through profit and loss and financial assets measured at fair value through other comprehensive income held by the Company increases by 5% on the reporting date, the impact on net profit after tax or equity is as following. If the equity price falls at 5%, the net profit or equity after tax will be impacted in the opposite direction:
direction: |
||
|---|---|---|
| Profit after tax increased Financial assets measured at FVTPL Increased equity Financial assets measured at FVTOCI |
2022.12.31 $5,255 $2,086 |
2021.12.31 |
| $3,526 | ||
| $2,779 |
B. Credit risk
(A) The Company's credit risks mainly are that the financial assets are impacted from the defaults of counterparty or other party. The impacts include the credit risk concentration, components, contractual amount and other receivables of the Company's financial assets In order to reduce credit risks, the Company’s financial assets, such as bank deposits, financial assets measured at fair value through profit and loss, and financial assets measured at fair value through other comprehensive income are all traded with well-known domestic or international financial or securities institutions. It is a low level of credit risk. For receivables, the Company continues to evaluate the financial positions, historical experience and other factors of the transaction counterparties, and revises the transaction limit and method with individual clients in a timely manner to improve the Company's credit quality to clients. As the Company’s receivables have not exceeded the credit period on the balance sheet date, and the Company mainly trades with bank’s letters of credit, there is no significant credit risk. Meanwhile, after evaluation and analysis, there is no circumstances where the allowance accounts for receivable impairment are required to be provided.
- (B) The expected credit loss analysis of the Company's accounts receivable is as following:
Allowance for loss (Expected credit losses Carrying amount of Reserve matrix during the period of accounts receivable (loss) continuation) 2022.12.31: None 2021.12.31: None
- 116 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d)
(In NT$ thousand, unless stated otherwise)
- (C) The analysis of the concentration of accounts receivable credit risk is as following
| Weight of receivables from top ten clients |
2022.12.31 -% |
2021.12.31 |
|---|---|---|
| -% |
C. Liquidity risk
The Company manages and maintains sufficient cash and cash equivalents to meet all contractual obligations of operations and reduce the impact of cash flow fluctuations. Bank financing is an important source of liquidity for the Company. The management uses capital structure management, supervision of the use of bank financing limits, and compliance with borrowing contract terms, to ensure the reacquisition of bank financing and thereby reduce liquidity risks.
(A) Credit available from banks’ facilities
| 2022.12.31 | 2022.12.31 | 2021.12.31 | ||||
|---|---|---|---|---|---|---|
| Bank borrowing | $- | $- | ||||
| Maturity analysis of undiscounted financial liabilities | ||||||
| 1 year to | 2 | 2 years to 5 | More than | |||
| Under 1year | years | years | five years | Total | ||
| 2022.12.31 | ||||||
| Non-derivative financial | ||||||
| liabilities | ||||||
| Note payable | $6,031 | $- |
$- | $- | $6,031 | |
| Accounts payable | 204 | - | - | - | 204 | |
| Other payables | 37,467 | - | - | - | 37,467 | |
| Total | $43,702 | $- |
$- | $- | $43,702 | |
| Non-derivative financial | ||||||
| liabilities: none | ||||||
| 2021.12.31 | ||||||
| Non-derivative financial | ||||||
| liabilities | ||||||
| Note payable | $13,362 | $- |
$- | $- | $13,362 | |
| Accounts payable | 4,712 | - | - | - | 4,712 | |
| Other payables | 37,175 | - | - | - | 37,175 | |
| Long-term borrowings (due | ||||||
| within a year included) | 512,174 | 286,949 | - | - | 799,123 | |
| Total | $567,423 | $286,949 | $- | $- | $854,372 |
(B) Maturity analysis of undiscounted financial liabilities
Non-derivative financial liabilities: none
- 117 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
(4) Fair value of financial instruments
The carrying amounts of the Company’s financial instruments are the reasonable approximation of fair values
A. The methods used for the fair value of financial instruments and the assumptions used when using evaluation techniques
-
(A) The fair value of short-term financial instruments is estimated based on their carrying amount on the balance sheet. As the maturity date of such financial instruments is very short, if the current value of future cash flows is discounted at the market interest rate, it is similar to the carrying amount, and thus the carrying amount of it should be a reasonable basis for estimating the fair value. This method applies to cash and cash equivalents, other receivables, notes payable, accounts payable and other payables.
-
(B) For financial assets measured at fair value through profit and loss and financial assets measured at fair value through other comprehensive income, if there are public quotations from active markets, the market price is the fair value; if there is no public quotation from active markets, other evaluation techniques are used to determine Its fair value.
-
(C) The interest on the Company's long-term borrowings is accrued at floating rates, and the fair value thereof is measured at its carrying amount on the balance sheet, which has been adjusted with reference to market conditions. Thus, the interest rates for the Company's borrowings should be close to the market interest rates.
B. Fair value hierarchy
All assets and liabilities measured or disclosed at fair value, are classified to their respective fair value hierarchy level based on the lowest level inputs of importance to the overall fair value measurement. Input of each level are as the following:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
For assets and liabilities that were originally measured at fair value on a repetitive basis and recognized on the balance sheet, the classification is reassessed at the end of each reporting period to determine whether there is a transfer between the levels of the fair value hierarchy.
.
(A) Hierarchy of financial instruments measured at fair value and recognized in the balance sheet The Company does not have assets and liabilities measured at fair value on a non-repetitive basis. The fair value level information of assets and liabilities measured at fair value on a repetitive basis is listed below:
- 118 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
| 2022.12.31 Asset Financial assets measured at FVTPL Equity securities Financial assets measured at FVTOCI Equity securities Liability: none 2021.12.31 Asset Financial assets measured at FVTPL Equity securities Financial assets measured at FVTOCI Equity securities Liability: none |
Level 1: $105,090 41,715 $70,517 55,574 |
Level 2: $- - $- - |
Level3: $- - $- - |
Total |
|---|---|---|---|---|
| $105,090 41,715 $70,517 55,574 |
-
(B) The Company did not have any significant transfers between the level 1 and the level 2 in the fair value hierarchy during 2022 and 2021.
-
(C) The Company has no change in the fair value measurement at level 3 in 2022 and 2021, nor recognized any profit or loss or other total profit or loss under the comprehensive income due to changes in level 3 fair value for the current period.
-
(D) Evaluation techniques and assumptions used to measure the fair value of financial assets: a. The fair value of financial assets with standard terms and conditions that are traded in an active market is determined by reference to market quotes.
-
b. Other evaluation techniques, to determine the fair value of other financial instruments, such as discounted cash flow analysis.
- 119 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
XIII. Disclosures in Notes
1. Information about significant transactions
The supplementary of the Company’s information for 2022 as following:
-
(1) Lending of fund to others: none
-
(2) Endorsements/guarantees provided to others: none
-
(3) Holdings of marketable securities at the end of the period (excluding investment in subsidiaries, affiliates and joint venture equity): detailed attached table 1.
-
(4) Marketable securities acquired and disposed at costs or prices at least NT$300 million or 20% of the paid-in capital: none
-
(5) Acquisition of individual real estate at costs of at least NT$ 300 million or 20% of the paid-in capital: none
-
(6) Disposal of individual real estate at costs of at least NT$ 300 million or 20% of the paid-in capital: Table 2.
-
(7) Purchase or sales with related parties for at least NT$ 100 million or 20% of the paid-in capital: none
-
(8) Receivable from related parties for at least NT$ 100 million or 20% of the paid-in capital: none
-
(9) Derivatives transaction: none.
-
(10) Business relationship and significant transactions between the Company and its subsidiaries: none.
2. Information about investees
Supplementary disclosure of relevant information about these who that directly or indirectly has significant influence, control, or joint venture equity on the Company’s invested company in a non-mainland China area in 2022: None.
3. Information on investments in mainland China
None.
4. Information on main investors
List of all shareholders with ownership of 5 percent or greater showing the names and the number of shares and percentage of ownership held by each shareholder: Table 3.
XIV. Segments Information
- The Company only operates on single industry, and the operation decision-makers of the Company assesses and allocate resources based on the overall Company. It is identified that the Company is the only segment shall report. This segment is the processing, manufacturing and trading of stainless steel products. Its technology and marketing strategies are the same, and no separate management is required. Reportable segment profit and loss is measured at the pre-tax operating profit and loss (excluding non-operating income and expenses and income tax expenses) and used as the basis for evaluating performance. This measurement amount is used by the operating decision-maker to determine the allocation of resources for the segment, and to evaluate the performance of the segment. The accounting policies of the operating segment are the same as the summary description of the critical accounting policies described in Note 4 of the individual financial statements.
- 120 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise) Segments Information
Segments Information |
||
|---|---|---|
| Revenue Income from external clients Inter-segment income Total income Segment profit (loss) Non-operating income and expenses Net income before tax of continuing operations Depreciation and amortisation income tax expense Non-current assets capital expenditure of segments |
2022 $1,231,007 - $1,231,007 $(145,835) 955,832 $809,997 $106,675 $29,340 $9,367 |
2021 |
| $2,470,941 - |
||
| $2,470,941 | ||
| $265,521 10,941 |
||
| $276,462 | ||
| $120,894 | ||
| $138 | ||
| $11,871 |
Note: The non-current assets capital expenditure of segments excludes the deferred income tax assets and financial instruments.
| 2. | 2022.12.31 Asset Segment assets $1,367,356 Deferred tax assets 2,270 Investment- non investment segment 146,805 Total asset $1,516,431 Liability Segment liabilities $44,023 Income tax liabilities for the period - Deferred tax liabilities 16 Defined benefit liability 5,470 Total liabilities $49,509 Disclosure of the holistic enterprise information (1)Information by product and service The analysis of the Company’s major product and service: 2022 Steel coil $1,202,062 Other 28,945 Total $1,231,007 |
2021.12.31 |
|---|---|---|
| $1,824,865 2,551 126,091 |
||
| $1,953,507 | ||
| $1,247,314 135 - 7,058 |
||
| $1,254,507 | ||
| 2021 | ||
(1) |
||
| $2,443,570 27,371 |
||
| $2,470,941 |
- 121 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
(2) Information by region
- A. The revenue from domestic and overseas external clients:
| Regions where customers are located Taiwan Other countries Total |
2022 $1,231,007 - $1,231,007 |
2021 |
|---|---|---|
| $2,470,941 - |
||
| $2,470,941 |
- B. The Company’s non-current assets capital expenditure excludes the deferred income tax assets and financial instruments.
financial instruments. |
||
|---|---|---|
| Location of non-current assets Taiwan Asia (ex-Taiwan) Total |
2022.12.31 $516,183 - $516,183 |
2021.12.31 |
| $749,908 - |
||
| $749,908 |
(3) Information on major customers
List of single clients from which the income accounted for 10% of net operating revenue:
| Customer A B C D E |
2022 $371,840 275,987 202,499 (Note) 136,874 |
2021 |
|---|---|---|
| $744,229 493,187 237,057 299,982 283,851 |
Note: The net sales revenue to customer D for 2022 is not disclosed because it did not reach more than 10% of the net operating revenue.
- 122 -
Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)
==> picture [497 x 156] intentionally omitted <==
V. The company or its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report and their impact on the company’s financial situation: None.
- 123 -
Seven. A review and analysis of the Company's financial position and financial performance, and a listing of risks
I. Financial position analysis:
| Seven. A review and analysis of the Company's financial position and financial performance, and a listing of risks I. Financial position analysis: |
Seven. A review and analysis of the Company's financial position and financial performance, and a listing of risks I. Financial position analysis: |
Seven. A review and analysis of the Company's financial position and financial performance, and a listing of risks I. Financial position analysis: |
Seven. A review and analysis of the Company's financial position and financial performance, and a listing of risks I. Financial position analysis: |
Seven. A review and analysis of the Company's financial position and financial performance, and a listing of risks I. Financial position analysis: |
|---|---|---|---|---|
| Unit: NT$thousand | ||||
| Year Item |
2022 |
2021 | Difference | |
| Amount | Proportion(%) | |||
| Current assets | 956,263 | 1,145,474 | (189,211) | (16.52) |
| Property, plant and equipment |
392,032 | 487,264 | (95,232) | (19.54) |
| Other assets | 7,827 | 8,722 | (895) | (10.26) |
| Total assets | 1,516,431 | 1,953,507 | (437,076) | (22.37) |
| Current liabilities | 44,023 | 960,500 | (916,477) | (95.42) |
| Non-current liabilities | 5,486 | 294,007 | (288,521 | (98.13) |
| Total liabilities | 49,509 | 1,254,507 | (1,204,998) | (96.05) |
| Share capital | 2,811,673 | 2,811,673 | 0 | 0 |
| Capital reserve | 0 | 0 | 0 | 0 |
| Retained earnings | (1,312,771) | (2,094,552) |
781,781 |
37.32 |
| Total equity | 1,466,922 | 699,000 | 767,922 | 109.86 |
| The main reasons for significant changes (changes of 20% or more in two periods), their effects and future corresponding plans (I) The main reasons for changes of 20% or more; 1. Total assets: Mainly due to the decrease in prepayments and disposal of investment property in 2022. 2. Current (non-current) liabilities and total liabilities: The Company's waste disposal was inspected and reviewed by the Environmental Protection Administration (“EPA”), Executive Yuan, on October 1, December 28, 2021, and February 11, 2022, respectively. The Company’s management assessed the waste cleanup progress and estimated that there would be no major expense required to settle such an obligation in the future, so the provision of NT$ 355,025 thousand was reversed in March 2022. In addition, the profit was made from the disposal of the investment property, and part of the funds was used to repay the borrowings in full on July 1 and July 4, 2022. As such, our 2022 current (non-current) liabilities and total liabilities decreased. 3. Total equity: The increase in 2022 from 2021 is mainly due to the profit from the disposal of investment property in 2022, resulting in accumulated deficits due to loss reduction. (II) Their effects and future corresponding plans: We will continue to strengthen the working capital and asset management and liabilitystructure. |
- 124 -
II. Financial performance:
Unit: NT$ Thousand
| Financial performance: | Unit: NT$ Thousand | |||
|---|---|---|---|---|
| Year Item |
2022 |
2021 | Increase (decrease) amount |
Change ratio (%) |
| Net operating revenue Operating cost Operating profit (loss) Operating expenses Operating profit (loss) Non-operating income and expense Net income (loss) before tax Income tax benefit (expense) Net profit (loss) for the period |
1,231,007 (1,340,478) |
2,470,941 (2,166,542) |
(1,239,934) (826,064) |
(50.18) (38.13) |
| (109,471) (34,649) |
304,399 (37,191) |
(413,870) (2,542) |
(135.96) (6.83) |
|
| (145,835) 955,832 |
265,521 10,941 |
(411,356) 944,891 |
(154.92) 8636.24 |
|
| 809,997 (29,340) 780,657 |
276,462 (138) 276,324 |
533,535 29,202 504,333 |
192.99 211.61 182.52 |
|
| (I) Analysis of the description of increase/decrease changes reaching 20% or more: 1. The operating revenue, gross profit, and operating income or loss for 2022 declined significantly compared with the prior year, mainly due to the weakened demand momentum, a drop in international nickel prices, the obstacles encountered by stainless steel plants to receive orders, a decrease in customer demand, and annual preventive maintenance of outdated equipment. Gross profit and operating profit and loss also 2. Net income before tax for 2022 and net income for this period increased compared with the prior year, due to the disposal of investment property. (II) Expected sales volume and its basis: Not applicable as the Company did not disclose financial forecast information to the public in 2022. (III) Possible impact on the Company's future financial operations and corresponding plans: Please refer to "Five. Operational Overview" in the annual report. |
III. Cash Flow:
- (I) Analysis of changes in cash flows for the year:
| Cash Flow: Analysis of changes in cash flows for the year: |
Cash Flow: Analysis of changes in cash flows for the year: |
Cash Flow: Analysis of changes in cash flows for the year: |
Cash Flow: Analysis of changes in cash flows for the year: |
Cash Flow: Analysis of changes in cash flows for the year: |
Cash Flow: Analysis of changes in cash flows for the year: |
|---|---|---|---|---|---|
| Unit: NT$thousand | |||||
| Opening cash balance |
Estimated annual net cash flows from operating activities |
Estimated annual net cash flows from investment activities |
Estimated annual net cash flows from financing activities |
Effects of changes in exchange rates |
Remaining cash (deficiency) amount |
| 373,575 | 169,210 | 735,551 | (799,123) | 81 | 479,294 |
| Analysis of changes in cash flows for the period: 1. The cash inflow of NT$169,210 thousand from operating activities was mainly due to the net income for this period. 2. Cash inflow from investing activities of NT$735,551 thousand was mainly due to the disposal of investment property. 3. Cash outflow from financingactivities of NT$799,123 was mainlydue to the repayment of long-term borrowings. |
(II) Analysis of remedies for cash deficits and liquidity: Not applicable.
- (III) Liquidity analysis for the coming year: Unit: NT$ thousand
| Liquidityanaly | sis for the coming year: | Unit: NT$thousand | |||
|---|---|---|---|---|---|
| Opening cash balance |
Estimated annual net cash flows from operating activities |
Estimated annual net cash flows from investment activities |
Estimated annual net cash flows from financing activities |
Effects of changes in exchange rates |
Remaining cash (deficiency) amount |
| 479,294 | 192,148 | 202,850 | 0 | 0 | 874,292 |
| 1. Analysis of expected 2023 cash flow changes: (1) Operating activities: The Company expects that the steel market in 2023 will be stable and the industry is expected to generate profits. (2) Cash inflow from investing activities:Mainly due to the disposal of investment property. (3) Financing activities: None. 2. Responsive measures and liquidityanalysis for expected cash flow deficit: None. |
- 125 -
-
IV. Major capital expenditures in the most recent year and their impact on financial operations: None.
-
V. The Company's reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year: None.
-
VI. Risk evaluation during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:
-
(I) The impact of interest rate, exchange rate changes, and inflation on the Company's profit and loss and future corresponding measures:
-
The interest expense for 2022 was NT$7,366 thousand, decreased by NT$6,287 thousand compared to 2021. The decrease was due to the NT$ borrowing rate was remained at 1.70% and the borrowings were repaid early in 2022. In the future, the Company will continue to negotiate with banks to reduce the adjustment range on borrowing rates based on market interest rates.
-
In consideration of costs and timeliness, the Company's raw materials are mainly procured abroad. Due to the fact that the Company's products are all being sold in Taiwan, related personnel have been put in place to observe the trend of exchange rates and capital requirements, while adopting flexible and favorable means to reduce the exchange rate losses caused by exchange rate fluctuations.
-
Impact of inflation on the company's profit and loss: None.
-
(II) Main reasons and future corresponding measures of policies for engaging in highly risky and highly leveraged investments, lending funds to others, endorsements and guarantees and derivatives transactions: None.
-
(III) Future R&D plans and estimated R&D investment expenses:
-
(IV) Impact on the Company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response: None.
-
(V) Impact on the company's financial operations of developments in science and technology as well as industrial change, and measures to be taken in response: None.
-
(VI) Impact on the company's crisis management of changes in the company's corporate image, and corresponding measures to be taken in response: None.
-
(VII) Expected benefits and possible risks associated with any merger and acquisitions, and corresponding measures being or to be taken: None.
-
(VIII) Expected benefits and possible risks associated with any plant expansion, and corresponding measures being or to be taken: None.
-
(IX) Risks associated with any consolidation of sales or purchasing operations, and corresponding measures being or to be taken: None.
-
(X) Impact upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, and corresponding measures being or to be taken: None.
-
(XI) Impact upon and risk to company associated with any change in governance personnel or top management, and corresponding measures being or to be taken: None.
- 126 -
-
(XII) Litigious and non-litigious matters. List major litigious, non-litigious or administrative disputes that: involve the Company and/or any company director (including independent director), the president, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the company; and have been concluded by means of a final and unappealable judgment, or are still under litigation. Where such a dispute could materially affect shareholders' equity or the prices of the company's securities, the annual report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of litigation commencement, the main parties to the dispute, and the status of the dispute as of the date of publication of the annual report: On April 8, 2019, the Company received an indictment from the District Prosecutor’s Office for violating the Waste Disposal Act, with the Company and 12 persons listing as defendants including the Company's chairman, Shuo-Tang Yeh. The cleanup cost was estimated at NT$1,224,404 thousand (tax included), with a maximum fine of NT$15,000 thousand. Based on the results of experts and the price quoted by the relevant vendor, the Company estimated a disposal and handling expense of NT$436,395 for the buried business waste and NT$15,000 thousand for the possible fines with reference to the expert opinion. The disposal and disposal expense difference between the Company's estimate and the estimated amount in the indictment is primarily due to the difference in the weight of the waste converted and the difference in the quotation from the relevant vendors. However, the Company has provided its best estimate of the expenses required to settle this obligation and will review its reasonableness on a regular basis. The said provision for liabilities is expected to be paid in accordance with the waste disposal progress of the vendor after the competent authorities approves the Company's waste disposal plan and claim for release of evidence of preservation from the court. The fines are expected to be paid after the competent authorities determines the fines. The difference between the estimated amount of fines and the Company's fines will be treated as a change in accounting estimate. On September 17, 2019, the Company received a letter of consent principle from the competent authorities for the said waste disposal plan. Aside from the removal of the buried waste area in the rezoning project of Tainan City Government, which is due to be completed within one month, the remaining removal shall be completed within 36 months from September 12, 2019. After completion, the competent authorities shall be notified to conduct on-site verification. The Company uses the waste removal deadline determined by the competent authorities and the estimated progress of waste removal by the vendor as the basis for distinguishing between current and non-current liabilities. On July 6, 2021, the Company received a letter from the competent authority in which the authorities generally gave their consent to the Company's waste cleanup report. On July 7, 2021, the competent authority sent its staff to conduct a soil and groundwater inspection at the Company's factory. On October 1, 2021, December 28, and February 11, 2022, the Environmental Protection Administration, Executive Yuan, conducted inspections and reviews for the aforesaid inspections respectively. The Company’s management assessed the waste cleanup progress and estimated that there would be no major expense required to settle such an obligation in the future, so the provision of NT$ 355,025 thousand was reversed in March 2022. Please also refer to Notes 4.14, 5, and 5.17 to the individual financial statements. Furthermore, the Company received a reply from the competent authority on May 10, 2022 that the supporting documents submitted by the Company regarding the digging have been checked and it is confirmed that the waste in this case has been cleaned up and that the data of the tested imported soil was lower than the standards for soil pollution. It was approved based on the review principles and reported to the EPA for review on May 2, 2022. After the case was approved by the EPA, it was removed from the control of the Waste Disposal Case Management System on May 3, 2022.
-
On July 9, 2021, the Company received a judgment from the Taiwan Tainan District Court, which imposed a fine of NT$12,000 thousand on the Company for violating the Waste Disposal Act, and Mr. Shuo-Tang Yeh, the Chairman of the Company, was sentenced to five years and four months in prison. The Company refused to accept the criminal judgment of the first instance by the Taiwan Tainan District Court and filed an appeal according to the law. On September 5, 2022, the Company received the criminal judgment by the Tainan Branch Court, Taiwan High Court, that the Company’s penalty of NT$12,000 thousand for violating the Waste Disposal Act remained the same and that Chairman Shuo-Tang Yeh was sentenced to five years and four months in jail and should be in jail for five years. Chairman Shuo-Tang Yeh refused to accept the criminal judgment of the second instance by the Tainan Branch Court, Taiwan High Court, and filed an appeal in accordance with the law. On December 19, 2022, the criminal judgment by the Supreme Court rejected the appeal. In response, Chairman Shuo-Tang Yeh has filed an extraordinary appeal in accordance with the law. Up to the date of publication of the individual financial statements, it is still in court. Later, in November 2022, the Taiwan Tainan District Prosecutor's Office transferred the security deposit of NT$ 12,000 thousand paid by the Company in July 2022 in accordance with the criminal ruling by the Tainan Branch Court, Taiwan High Court, to the penalty imposed on the Company for violating the Waste Disposal Act, so the provision of NT$ 12,000 thousand was written off, and the overestimate of NT$ 3,000 thousand was reversed. Please also refer to Note IV.14, V, VI.5(5), VI.6(9), and VI.17 to the individual financial statements for the description.
- 127 -
- (XIII) Information discloser of cyber security management
1. Cyber security management strategy:
-
<1> Cyber safety polices
-
a. Corporate security management strategy and framework
In order to effectively implement information security management, the Corporate Information Security Organization applies the management cycle mechanism of Plan-Do- Check-Act (PDCA) to review the applicability and protection measures of information security policies, and regularly reports the performance to the Proprietary Information Protection Committee.
In the “Plan Phase,” the necessary Information Security Management System (ISMS) is established depending on the Company's needs, to reduce the threat of corporate information security from the system, technical and procedural aspects, and establishes the highest-spec confidential information protection services meeting customer need.
During the “Do Phase,” the multi-layer information security safeguard is built, continuously introducing innovative technologies of information security defense, and integrating and internalizing the information security control and management mechanism into the daily operation processes such as soft- and hardware operation and maintenance, and supplier information security management. The information security is systematically monitored, to maintain the confidentiality, integrity and availability of the Company's important assets.
In the “Check Phase,” the system information such as firewalls and emails are monitored, to understand the internal information security status, while the regular information security attack simulations being conducting regularly to improve the crisis management capability.
In the “Action Phase,” the review and continuous improvement are fundamental; supervisions and audits are implemented to ensure the continued effectiveness of information security standard. The improvement actions including information security measures, trainings, and promotions are regularly reviewed and implemented, to ensure that the Company's key confidential information is not leaked
- b. Concrete management programs
Network security: Building firewall and email system for control, installing antivirus software on each computer, regularly updating system software, strengthening firewall and network controls, to prevent computer viruses from spreading across terminals.
Device security: Building the anti-virus at entrance mechanism, to prevent devices containing malicious software from entering the Company. The anti-virus measures are established depending on the type of computer to reinforce the detection of malware behavior.
Application security: Continuing to enhance the application security control mechanism and integrating such into the development process and platforms.
Enhanced data security protection technology: Individual users have corresponding permissions after logging in to the system, out-mailing control, file and data encryption control and protection, and daily backups.
Educational communications and promotion: Enhancing employees' vigilance against email social attacks, executing suspicious email defense detection, regularly conducting drills for employee identification ability, and enhancing employees' information security awareness.
2. Cyber security risks and countermeasures:
- <1> Risk and management measures for cyber technological security
The Company has established the basic information security safeguard measures, but it cannot guarantee that the computer system for controlling and maintaining the Company's manufacturing, operations, and accounting, among other key corporate functions may completely prevent any third-party paralyzing network system from disrupting the Company's operations and damaging to the Company's reputations. When under a serious cyber attack, the Company's system may lose key company information, and the production lines may also be affected. By continuously reviewing and evaluating the information security regulations and procedures, the Company ensures their appropriateness and effectiveness; provided it cannot guarantee that the Company will not be affected by emerging risks and attacks amid the evolving information security threats. Cyberattacks may also attempt to steal the Company's trade secretes and other confidential information, such as the proprietary information of customers or other stakeholders, and the personal information of the Company's employees.
The Company has been attacked in the past because the devices containing malware were purchased and installed, and it may face similar attacks in the future. In order to prevent and reduce the damage resulted from such attacks, the Company has implemented relevant improvement measures, and continued to update such, for instance,
- 128 -
establishing the anti-virus at entrance mechanism for machines, to prevent machines containing malicious software from entering the Company; reinforcing the network firewalls and network control to prevent the spread of computer viruses across machines and plants; building endpoint anti-virus measures depending on computer types; introducing advanced solutions to detect and treat malware; designing and developing information security-enhanced personal computers for employees to use; designing and developing the cloud-based application security policies; introducing new technologies to enhance data protection; reinforcing phishing email detection; establishing an integral automated information security operation and maintenance platform, and regularly performing employee vigilance tests, while commissioning external experts to perform information security appraisal. Although the Company continues to strengthen its information security protection measures, but no guarantee that the Company will be free from malicious software and hacker attacks.
In addition, the Company needs to share some highly sensitive and confidential information to some third-party system providers that provide the Company with related services. Despite that the Company requires the third-party service providers to comply with confidentiality and network security regulations in the service contracts entered, there is no guarantee that every third-party service provider will strictly comply with these obligations. The internal network systems maintained by the above-mentioned service providers and their contractors, and external cloud computing networks (such as servers) are also exposed to risk of cyber attacks. If the Company or its service providers cannot solve the technical problems caused by these network attacks in a timely manner, or ensure the integrity and availability of the data of the Company (as well as these of the customers or other third-parties), or control the Company or services providers’ computer system, all these may seriously compromise the Company's commitment to customers and other stakeholders, and the Company's operating results, financial position, prospects and reputation may also be materially and adversely impacted.
3. Major IT security incidents:
In July 2013, the Company’s email system was hacked; the email system couldn’t operate normally, and some PCs also malfunctioned. The reason for the virus infection was that the Company's old mail server was an old simple system with poor protection capability, unable to effectively prevent spam, virus spread and hacker attacks. Therefore, the paralyzed system affected the operation of receiving and sending mails. The Company has already taken improvement measures in July 2013, and urgently purchased a new mail server system with better protection for a total of NT$110,000. While no material loss was suffered in terms of operation and production, with this information security lesson, the Company has made appropriate budgets annually to strengthen the information technology security of system software and hardware. Provided, there is no guarantee that the Company is free from malicious software attacks.
- VII. Other important matters: None.
Eight. If any of the situations listed in Article 36, paragraph 2 subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.
- 129 -