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CWP — Annual Report 2020
Sep 14, 2021
51966_rns_2021-09-14_84c5eed3-3bbe-4c13-b314-451b41096373.pdf
Annual Report
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Stock Code: 2072
ANNUAL REPORT 2020
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Century Wind Power Co., Ltd.
Official Website: www.cwptw.com
Market Obser vation Post System: http://mops.twse.com.tw Printed on March 30, 2021
Spokesperson
Acting Spokesman
Name│Zhang, Yu-Ling Name│Lai, Huei-Hua Title│Special Assistant to Chairman Title│Special Assistant to Chairman Telephone│(02)8979-8698 Telephone│(02)8979-8698 Telephone│(03)473-0201 Telephone│(03)473-0201 Email│[email protected] Email│[email protected]
Headquarters and plant address
Address│No. 1119, Zhongshan Road Section I, Guanyin District, Taoyuan City Telephone│(03)473-0201
Address│No. 388-5, Sec. 3, Zhongshan Rd., Bali Dist., New Taipei City Telephone│(02)8979-8698
Stock Transfer Agent
Name│Investors Service and Shares Registration Department, Capital
Securities Corporation
Address│No. 97, B2, Tunhua South Road Section II, Da’an District, Taipei Website│https://www.capital.com.tw Telephone│(02)2702-3999
Independent Auditors
Name of CPA│Cheng, Ching-Piao and Hung, Mao-Yi
Name of CPA office│Ernst & Young Taiwan
Address│27F, No. 1088, Zhongzheng Road, Taoyuan District, Taoyuan City
Website│https://www.ey.com/tw
Telephone│(03)319-8888
Name of overseas securities exchanges where the Company listed its stock for trading and the access to the information on these overseas securities None
Corporate Website
Website│www.cwptw.com
Table of Contents
One. Report to the Shareholders
| Two. Company | I. Date of incorporation | 5 |
|---|---|---|
| Introduction | II. Company history | 5 |
| Three. Corporate | I. Organization system | 6 |
| Governance Report | II. Information on the directors, supervisors, president, vice presidents, associate vice | 8 |
| presidents, and the managers of all the divisions and branch units | ||
| III. Remunerations to directors, supervisors, president, and vice presidents in the most | 16 | |
| recent year | ||
| IV. Status of corporate governance | 21 | |
| V. Information on CPA professional fees | 43 | |
| VI. Information about replacement of CPAs | 43 | |
| VII. Name of auditing firm or its affiliates at which the Company’s Chairman, president, | 44 | |
| or managers responsible for financial or accounting matters was an employee in the most | ||
| recent year, their position and employment period | ||
| VIII. Any transfer of equity interests and/or pledge of or change in equity interests by a | 44 | |
| 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 | ||
| IX. Relationship information among the Company’s top ten shareholders | 45 | |
| X. The total number of shares and total equity stake held in any single enterprise by the | 46 | |
| Company, its directors and supervisors, managerial officers, and any companies controlled | ||
| either directly or indirectly by the Company | ||
| Four. Information on | I. Source of share capital | 47 |
| Capital Raising | II. Shareholder structure | 48 |
| Activities | III. Distribution of equity | 48 |
| IV. List of major shareholders | 48 | |
| V. Market value, net value, earnings, and dividends per share during the two most recent | **49 ** | |
| years | ||
| VI. Dividend policy and implementation | 49 | |
| VII. The effects of stock grants proposed at this shareholders’ meeting on business | 50 | |
| performance and earnings per share | ||
| VIII. Employees, directors and supervisors’ remuneration | 50 | |
| IX. Status of the Company repurchasing its own shares | 51 | |
| X. Issuance of corporate bonds | 51 | |
| XI. Issuance of preferred shares | 51 | |
| XII. Global depositary receipts | 51 |
| XIII. Employee stock option plans | 51 | |
|---|---|---|
| XIV. Issuance of new shares in connection with mergers or acquisitions or with | 51 | |
| acquisitions of shares of other companies | ||
| XV. Implementation of the Company’s capital allocation plans | 51 | |
| Five. Overview of the | I. Description of the business | 52 |
| Company’s | II. Analysis of the market and the production and marketing situation | 60 |
| Operations | III. Information on employees employed during the two most recent fiscal years and up to | 67 |
| the date of publication of the annual report | ||
| IV. Disbursements for environmental protection | 68 | |
| V. Labor-capital relations | 71 | |
| VI. Important contracts | 73 | |
| Six. Overview of the | I. Condensed balance sheets and statements of comprehensive income for the five most | 74 |
| Company’s Financial | recent fiscal years and the CPAs’ audit opinion | |
| Status | II. Financial analyses for the five most recent fiscal years | 77 |
| III. Audit Committee’s report for the most recent year’s financial statement | 80 | |
| IV. Parent-company only financial statement for the most recent year and CPAs’ audit | 81 | |
| report | ||
| V. The consolidated financial statement for the most recent year and CPAs’ audit report | 81 | |
| VI. Financial difficulties experienced by the Company or its affiliates in the most recent | 81 | |
| fiscal year and up to the date of publication of the annual report, and the impact on the | ||
| Company’s financial position | ||
| Seven. Review and | I. Financial position | 82 |
| Analysis of the | II. Financial performance | 83 |
| Financial Position and | III. Cash flow analysis | 83 |
| Financial Performance | IV. Effect upon financial operations of any major capital expenditures during the most | 84 |
| and the Risks | recent fiscal year | |
| V. Reinvestment policy for the most recent fiscal year, the main reasons for the profits or | 85 | |
| losses generated, plans for improvement, and investment plans for the coming year | ||
| VI. Risk analysis and assessment in the most recent fiscal year and up to the date of | 85 | |
| publication of the annual report | ||
| VII. Other important matters | 89 | |
| Eight. Special Items to | I. Information related to the Company’s affiliates | 90 |
| Be Included | II. Private placement of securities during the most recent fiscal year and up to the date of | 92 |
| publication of the annual report | ||
| III. Shares of the company held or disposed by subsidiaries during the most recent fiscal | 92 | |
| year and up to the date of publication of the annual report | ||
| IV. Other matters that require additional description | 92 | |
| V. Any of the situations listed in Article 36, Paragraph 3, Subparagraph 2 of the Securities | 92 | |
| and Exchange Act which materially affect shareholders’ equity or the price of the | ||
| Company’s securities during the most recent fiscal year and up to the date of publication | ||
| the annual report |
One. Report to the Shareholders
Ladies and gentlemen,
The development of global offshore wind power is unstoppable. The government has also stepped up its efforts in industrial and economic transformation, and launched a policy that requires the “localization” of industries to assist Taiwanese manufacturers to enter into the wind power supply chain. Substructures is one of the important subjects that needs to be localized starting in 2021.
The company takes a positive and pragmatic attitude towards the implementation of the project. In addition to considerations of production cost and progress, environmental safety and health and quality requirements are also goals which the Company strives to achieve when carrying out its projects.
Year 2020 is the initial harvest period of the Company since its establishment in 2017. The Company has joined the supply chain production for the underwater foundations of the offshore wind farms to be commissioned before 2023. This includs the manufacturing of 81 pin piles signed with Ørsted in May 2019 and started the manufacturing in May 2020, and the manufacturing was fully completed in 2020. At the same time, the manufacturing of 62 jacket foundations for Changfang Xidao project signed with CIP (Copenhagen Infrastructure Partners) in October 2018 officially started the project in July 2020. At present, the production line has already started the manufacturing. In addition, the manufacturing of 69 pin piles for CIP Changfan Xidao project is expected to start in February 2021, and the materials will be put into production after they arrive at the plant in May2021.
Regarding future orders of new projects, the Company will actively strive to confirm an order and sign a contract for the Hailong wind farm (300 MW) and the Taipower Phase II wind farm (300 MW) which will be commissioned in 2024. At the same time, the Company has continued to negotiate about production capacity and cooperation with potential customers for projects after 2025, including for auction wind farms and the zonal deveopment wind farms. The Company will also adhere to the goal of optimizing production capacity and maximizing the Company’s revenue, and actively strive for orders for the next stage.
The summary report of the Company’s business results for 2020 and business plan for 2021 is as follows:
I. 2020 business results
(I) Implementation results of business plan
The net operating income in 2020 was NTD 2,514,611 thousand, an increase of 2,558.66% compared to NTD 94,582 thousand in 2019, which is mainly due to the start of the manufacturing of 81 pin piles signed by Ørsted in 2020 (the manufacturing has been completed and the pin piles are waiting for the developer to pick up) and 62 jacket foundations for Changfan Xidao project.
(II) Budget implementation status
Not applicable as there is no public financial forecast for 2020.
(III) Financial income and expenditure and profit analysis
- The operating income, operating cost and gross profit of 2020 are as follows:
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Annual net operating income: NTD 2,514,611 thousand.
Annual operating cost: NTD 1,489,326 thousand.
Annual gross profit: NTD 1,025,285 thousand.
- The operating expenses, non-operating income and non-operating expense of 2020 are as follows:
Annual operating expenses: NTD 90,269 thousand.
Annual non-operating income (expense): NTD (11,357) thousand.
- The net profit before tax in 2020 was NTD 923,659 thousand.
The net profit after tax in 2020 was NTD 767,346 thousand, and the earnings per share were NTD 8.09.
(IV) Research and development status
The Company is mainly engaged in offshore wind power underwater foundation manufacturing and project management services (including quality control and cost control). While continuing to carry out existing projects, in the future the Company will continue to develop super-large-diameter mono-pile structure rolling technology of offshore wind turbine underwater foundations and grand-assembly technology of jacket foundations, and establish relevant quality control systems, so as to facilitate the development of products that meet the requirements of developers. The future product development plan and technical direction are as follows: The development of quality control systems and inspection technology of underwater foundation transition sections, rolling technology of super-large-diameter mono-pile structures, and grand-assembly technology of jacket foundations.
II. Summary of the 2021 business plan
(I) Business
In the future, the product direction will be the manufacturing of jacket foundations and pin piles. However, there are also developers and EPCI-contractors negotiating with the Company about mono-pile underwater foundation projects. The main product markets (manufacturing of jacket foundations and pin piles) and the mono-pile underwater foundation structure market are described below.
Potential new projects in major product markets:
According to the relevant planning of the selection measures, bidding and zonal-development of the Energy Bureau of the Ministry of Economic Affairs, currently the potential new projects in each year are as follows: Wind Farms Commisioned in 2024 (wind farms under grid allocation):
The wind farms in this stage include the Hailong wind farm, the Taipower Phase II wind farm and the Zhongneng wind farm. Since the shareholder of the Zhongneng wind farm is China Steel, and its subsidiary Sing Da Marine Structure is also an underwater foundation manufacturer, the Company only strives for orders from the Hailong wind farm and the Taipower Phase II wind farm. The Hailong wind farm is expected to have 21 jacket foundations and 63 pin piles. At present, the Company has entered the final bidding stage, and is expected to win the priority/exclusive supplier right from March to June in 2021, and confirm the order and sign the contract in the same year. The Company has won the priority supplier right for the Taipower Phase II wind farm and is expected to sign a formal contract before March 2021.
Wind Farms Commissioned in 2025 (auction wind farms):
The wind farms in this stage include the Ørsted Greater Changhua and Hailong Phase II wind farms. It is estimated that there will be a capacity of about 1.6 GW piles in total, for more than 110 underwater foundations.
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Although the wind farms at this stage are bidding-based without the requirement for localization, the two owners are in discussion with the Company, and it is expected that the tender invitation documents will be officially sent in early 2021. The Company will also adhere to the direction of reasonable profits and competitiveness when striving for orders at this stage.
- Wind Farms Commissioned in 2026 (zonal development wind farms):
At present, the Energy Bureau of the Ministry of Economic Affairs has announced several versions of the rules for zonal-development wind farms after 2026. It is expected that the rules for this stage will be officially
announced before the end of 2020, and the selection and installation capacity allocation for 2026 and 2027 will be carried out before the middle of 2021. At present, major developers and contractors have actively contacted the company to discuss various potential strategic cooperation programs. Further in-depth discussions are expected in early 2021.
(II) Operations
In 2021, the Company will mainly focus on the implementation of 16 underwater foundations in the first phase of the 69 pin piles and 62 jacket foundations Changfang Xidao project.
Based on the successful experience of implementing 81 pin piles of Ørsted in 2020, the Company will continue to implement the 69 pin piles of Changfang Xidao project on schedule with high quality.
The most important operation project in 2021 will be the implementation of 16 underwater foundations in the first phase of the 62 jacket foundations project in Changfang Xidao project. The 16 underwater foundations are expected to be completed and delivered by the end of the year.
In addition, the Company’s construction of the second and third phase plants of the Taipei Harbor South Terminal will be one of the main operation projects. It is expected that the construction will be completed and the user license will be obtained between June and September 2021, after which it will start production.
III. Future development strategy of the Company
In the future, the Company will continue to adhere to the sustainable business philosophy of “safety, quality, responsibility, honor, performance and innovation”, implement the 5S management responsibilities of “sorting, rectification, cleaning, hygiene and self-cultivation”, strengthen internal management, and establish the concept of cost-effectiveness for all staff in the hope to create maximum benefits with minimum costs and establish an excellent reputation and core competitiveness. The future development strategies and action plans are formulated accordingly as follows:
(I) Business development strategy
-
Because the specifications and quality assurance requirements of offshore wind power underwater foundation products are different from those of existing steel products in the market, the Company intends to continue accumulating its own manufacturing capacity for offshore wind power underwater foundations, comply with the government’s development policy for offshore wind farms, actively strive for orders for other domestic offshore wind farms, and seek stable long-term cooperation.
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Due to the large size of offshore wind power underwater foundations, it is impossible to transport them on regular roads. Therefore, the prerequisite for a proper manufacturing site is that it must be equipped with a large hinterland and heavy cargo wharf to facilitate nearby loading and sea loading after assembly and production. In order to strive for business opportunities for the manufacturing of offshore wind power subsea bases, the
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Company has rented a wharf at Taipei Port and its hinterland as the production base for underwater bases to facilitate manufacturing, storage and transportation, so as to support the national policy with practical actions, and create more diversified business opportunities for the Company.
- Comply with government agencies to promote the alternative energy policy and actively invest in the development of relevant offshore wind power to improve market share and maintain stable revenue sources.
(II) Manufacturing strategy:
-
Increase production equipment (especially for semi-automatic production) to improve production capacity, plan and improve the configuration of the production flow and production equipment, in order to improve production equipment mobility and production efficiency.
-
Continuously review and improve construction methods to improve efficiency, reduce cost, shorten project duration and improve competitiveness.
-
Provide technology training to quality control testing personnel, and introduce high-precision instruments and equipment accordingly to maintain the quality level and detection efficiency of products.
-
As regards the promotion of labor safety, continue to promote occupational safety and health and obtain certification, and effectively reduce occupational disasters and achieve the sustainable operation of the Company through continuous improvement of the labor environment.
IV. Impact of the external competition environment, regulatory environment and overall operating environment
In view of the external competition environment, as the business prospect of wind farms up to 2024 is still protected by the localization policy, there is not too much external competition. Especially for jacket foundations, there are only two local manufacturers, so there is not much competition. Although there are 4 to 5 local manufacturers of pin piles, the Company is the first local manufacturer to have completed a pile project, and therefore has a very good competitive advantage.
There is no obvious negative impact on business or operations due to changes in the legal environment.
However, based on the published draft of its measures for zonal development to be announced in the first quarter of 2021, the Ministry of Economic Affairs will still set the localization requirement for wind farms after 2026, and this is considered a positive impact.
In view of the overall operating environment, the rise of the steel price has generally caused an impact on related industries. However, for the Company, the materials for all projects under implementation have been ordered; for projects pending implementation, the Company will also find a better time to order materials. For new business, the rise of the steel price will be reflected in price quotations and negotiations.
The business results of 2020 and the outline of the business plan for 2021 are hereby as reported above. We will still maintain a rigorous and positive spirit and attitude, implement all the business strategies and plans of the Company, and enhance the quality of decision-making and adaptability, so as to make the Company more competitive and create new opportunities and achieve good results. Finally, the support of every shareholder is highly appreciated, and we wish you good health and all the best!
Chairman, Lai, Wen-Hsiang
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Two. Company Introduction
I. Date of incorporation: May 15, 2017
II. Company history
| I. Company history | |
|---|---|
| Time | Keymilestones |
| May 2017 | The Company was approved for establishment, with a paid-in capital of NTD 6 million. |
| July 2017 | Conducted a capital increase in cash for NTD 94 million; the paid-up capital became NTD 100 million after the capital increase. |
| September 2017 | Signed a land lease contract for the rear line lands of S7-2-1 and S7-3-1 of Taipei Port South Wharf with Taiwan Ports Co.,Ltd. KeelungPort Branch. |
| November 2017 | Conducted a capital increase in cash for NTD 350 million; the paid-up capital became NTD 450 million after the capital increase. Signed a memorandum of cooperation with Taiwan International ShipbuildingCo.,Ltd. and the Danish companyBladt Industries A/S. |
| January 2018 | Signed a memorandum of cooperation with WPD. |
| August 2018 | Established the joint venture “Century Bladt Foundations Co., Ltd.” with the Danish companyBladt Industries A/S. |
| October 2018 | Signed an order of NTD 16.5 billion for two offshore wind farms in Zhangfang and Changfang Xidao project with the Copenhagen Infrastructure Fund(CIP). |
| November 2018 | Signed an underwater basic industry association contract with WPD. Construction of the factory and office at the Taipei Port South Wharf commenced. |
| January 2019 | Conducted a capital increase in cash for NTD 430 million; the paid-up capital became NTD 880 million after the capital increase. |
| May 2019 | Obtained six complete international qualified supplier certifications for offshore wind power green energy. Signed an order for 81 pipe-supported underwater pin piles for the southeast and southwest wind farms of Greater Changhua with Ørsted. |
| May 2019 | Obtained ISO 9001: 2015 certificate Obtained ISO 14001: 2015 certificate Obtained ISO45001: 2018 certificate Obtained ISO 3834 and 1090 certificates |
| October 2019 | Signed a priority supplier contract for the Hailong wind farm with Taiwan Ship Huanhai. The launching ceremony of the docking of the underwater pin piles of the Taipei Port South Wharf. |
| November 2019 | Signed a contract with the Copenhagen Infrastructure Fund (CIP) for pipe- frame underwater pin piles for the Zhangfang and Changfang Xidao project wind farms |
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| Time | Keymilestones |
|---|---|
| June 2020 | Conducted a capital increase in cash for NTD 120 million; the paid-in capital became NTD 1 billion after the capital increase. |
| September 2020 | Sharespubliclylisted. |
| November 2020 | Registered for tradingof emergingstocks on the TPEx. |
Three. Corporate Governance Report
I. Organization system
- (I) Organizational structure
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(II) Major business of each division
| Division | Business |
|---|---|
| Chairman’s Office |
Planning operating strategies and establishing operating objectives. |
| President’s Office |
Deciding, reviewing, and coordinating the implementation of the departments, developingnew product directions, and executing the operationalobjectives. |
| Audit Office | 1.Auditing and assessing the correctness, reliability, efficiency and effectiveness of the Company’s operating records and internal management control, and further providing improvement recommendations to ensure the safety of the Company’s operations, reduce risks and abuses, and enable the effective implementation of internal control. 2.Assessing and auditing the internal management system and internal audit planning. |
| Coordination Office for Welding |
Producing documents related to welding and assisting the manufacturing and QW departments with welding. |
| Environment, Safety and HealthOffice |
Planning, supervising, implementing, and improving the affairs of environment, safety, and health, and risk assessment. |
| Quality Assurance Office |
Establishing inspection specifications, testing the reliability of quality assurance procedures and systems, implementing quality assurance work in accordance with Company procedures, andimproving product quality. |
| ISO Committee |
Establishing the ISO quality procedure documents. |
| Administration Division |
Includes the Administration Department, Procurement and Outsourcing Department, andFinanceDepartment,forsupervisionandmanagement. |
| Administration Department |
Establishing and implementing a management system in line with company and personnel regulations, including salary, benefits, training, and appraisals, to improve the quality of employees, establish a harmonious and effective work team, andmaintainahealthy and safe working environment. |
| Procurement and Outsourcing Department |
Responsible for promoting procurement and contracting tasks, including the selection of suppliers and the consultation of unit prices of projects to each contractor. |
| Finance Department |
Responsible for the Company’s cost budget and the preparation and analysis of various financial statements, including capital deployment, issuance of payment checks, planning and handling of accounting affairs, and the preparation and processing ofaccounting vouchers. |
| Business Department |
Planning strategies based on market demands to ensure that products obtain an appropriate market share for optimal profit and meet the needs of customers as muchas possible, tomaintainthe Company’s growth. |
| Engineering Division |
Includes the Manufacturing Department and Production Management Department,for forsupervisionandmanagement. |
| Manufacturing Department |
Cooperating with the Production Management Department to dispatch work orders to execute production operations, and coordinating with all units under the Manufacturing Department to produce finished products that meet the customer’s qualityrequirements while achievingreasonable cost and safety goals. |
| Production Management Department |
Responsible for project planning, control of drawings and technical data, and planning project schedules. |
| Quality Control Department |
Responsible for procuring raw materials, processes and finished product inspection and the calibration of measurement instruments, including the formulation of related procedures, quality verification, and tracking of abnormalities. |
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II. Information on the directors, supervisors, president, vice presidents, associate vice presidents, and the managers of all the divisions and branch units
(I) Information on directors
1. Information on directors
| March 30, 2021; Unit: shares | March 30, 2021; Unit: shares | March 30, 2021; Unit: shares | March 30, 2021; Unit: shares | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality | Name | Gender | Date of election (inauguration) |
Term (year) |
Date when first elected |
Shareholding when elected | Current shareholding | Shareholding of spouses and minor children |
Shareholding in another person’s name |
Major employment (educational) background |
Positions concurrently served in the Company and other companies |
Other managerial officers, directors, or supervisors of whom they are a spouse or relative within the second tier of kinship |
Remarks (Note) |
||||||
| Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Position | Name | Relation | ||||||||||
| Chairman | Republic of China |
Century Iron and Steel Industrial Co.,Ltd. |
- | November 4, 2020 |
3 | May 11, 2017 |
61,743,151 | 61.74 | 60,817,151 | 60.82 | 0 | 0.00 | 0 | 0.00 | Junior high school graduated; person in charge, Shiang Xing Engineering |
Chairman, Century Wind Power Co., Ltd Chairman, Century Iron & Steel Industrial Co, Ltd. Director, Shiangfeng Investment Co., Ltd. Director, Shiangding Investment Co., Ltd. Representative of Juristic Person Director, Century Huadu Development and Construction Limited Representative of Juristic Person Director, Century International Investment Co., Ltd. Representative of Juristic Person Director, Century Steel Structure (Myanmar) Co., Ltd. Representative of Juristic Person Director, Hua Mian Investment Co., Ltd. Representative of Juristic Person Director, Century Huaxin Wind Energy Co., Ltd. Representative of Juristic Person Director, Century Bladt Foundations Co.,Ltd |
None | None | None | None |
| Representative: Lai, Wen-Hsiang |
Male | 224,545 | 0.22 | 221,545 | 0.22 | 1,180,756 | 1.18 | 0 | 0.00 | Director Director |
Lai, Chun- Cheng Lai, Huei- Hua |
Father-son Father- daughter |
None |
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| Title | Nationality | Name | Gender | Date of election (inauguration) |
Term (year) |
Date when first elected |
Shareholding when elected | Shareholding when elected | Current shareholding | Current shareholding | Shareholding of spouses and minor children |
Shareholding of spouses and minor children |
Shareholding in another person’s name |
Shareholding in another person’s name |
Major employment (educational) background |
Positions concurrently served in the Company and other companies |
Other managerial officers, directors, or supervisors of whom they are a spouse or relative within the second tier of kinship |
Other managerial officers, directors, or supervisors of whom they are a spouse or relative within the second tier of kinship |
Other managerial officers, directors, or supervisors of whom they are a spouse or relative within the second tier of kinship |
Remarks (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Position | Name | Relation | ||||||||||
| Director | Republic of China |
Lai, Chun-Cheng | Male | November 4, 2020 |
3 | June 5, 2020 | 819,590 | 0.82 | 807,590 | 0.81 | 0 | 0.00 | 0 | 0.00 | Department of Banking and Finance, Kainan University |
Director, Shiangfeng Investment Co., Ltd. Chairman, Hua Mian Investment Co., Ltd. Special Assistant to the Chairman, Century Iron & Steel Industrial Co, Ltd. Not concurrently serving any position in the Company |
Chairman Director |
Lai, Wen- Hsiang Lai, Huei- Hua |
Father-son Sister- brother |
None |
| Director | Republic of China |
Chang De Management Consulting Corporation |
- | November 4, 2020 |
3 | June 5, 2020 | 280,681 | 0.28 | 276,681 | 0.28 | 0 | 0.00 | 0 | 0.00 | Department of Public Administration, Tamkang College of Arts and Science Chairperson, Taipei Mineral and Oil Industry Association Honorary Chairman, The Manufacturer United General Association of Industrial Park of R.O.C Chairman, Yi-Chiu Group |
Chairman, Yi-Chiu Chemical Engineering Co., Ltd. Chairman, Yi-Chiu Co., Ltd. Chairman, Tai-Yi- Feng Co., Ltd. Chairman, Fabu Greentech Inc. National Policy Advisor to the President Not concurrently serving any position in the Company |
None |
None | None | None |
| Representative: Chin, Chia-Hong |
Male | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | |||||||||||
| Director | Republic of China |
Lai, Huei-Hua | Female | February 25, 2021 |
3 | February 25, 2021 |
851,700 |
0.85 | 841,700 | 0.84 | 214,122 | 0.21 | 0 | 0.00 | Bachelor, Department of Accounting, Shih Chien University Master, Business Administration, University of Leicester, U.K. Audit team leader, Deloitte Taiwan |
Special Assistant to Chairman, Century Wind Power Co., Ltd. |
Chairman Director |
Lai, Wen- Hsiang Lai, Chun- Cheng |
Father- daughter Sister- brother |
None |
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| Title | Nationality | Name | Gender | Date of election (inauguration) |
Term (year) |
Date when first elected |
Shareholding when elected | Shareholding when elected | Current shareholding | Current shareholding | Shareholding of spouses and minor children |
Shareholding of spouses and minor children |
Shareholding in another person’s name |
Shareholding in another person’s name |
Major employment (educational) background |
Positions concurrently served in the Company and other companies |
Other managerial officers, directors, or supervisors of whom they are a spouse or relative within the second tier of kinship |
Other managerial officers, directors, or supervisors of whom they are a spouse or relative within the second tier of kinship |
Other managerial officers, directors, or supervisors of whom they are a spouse or relative within the second tier of kinship |
Remarks (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Position | Name | Relation | ||||||||||
| Independent Director |
Republic of China |
Shi, Mao-Lin | Male | November 4, 2020 |
3 | November 4, 2020 |
0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | Department of Law, National Taiwan University Honorary PhD in Law, Woosuk University Chief Prosecutor, Taiwan Taipei District Court Chief Prosecutor, Taiwan Kaohsiung District Court Chief Prosecutor, Taiwan Taichung District Court Chief Prosecutor, Taiwan Taoyuan District Court |
Honorary Seminar Professor, Department of Financial and Economic Law, Asia University Director, CTBC Director, Taiwan Life Insurance Co., Ltd. Independent Director, SuperAlloy Industrial Co., Ltd. Chairman, Fu-De SuperAlloy Social Welfare Benevolence Foundation, Yunlin County Chairman, Da-Du- Shan Industry Innovation Foundation Not concurrently serving any position in the Company |
None |
None | None | None |
| Independent Director |
Republic of China |
Huang, Chong-Chou | Male | November 4, 2020 | 3 | November 4, 2020 |
0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | Bachelor, Department of Electronic Engineering, Chung Yuan Christian University Master, Institute of Computer Science and Engineering, National Chiao Tung University PhD, Institute of Information Science and Engineering, National Chiao Tung University Director, Technology Department, Ministry of Economic Affairs CEO, State-owned Enterprise |
Director, Sun, Yun- Hsuan Foundation Chairperson, Taiwan Electric Power Association Chairperson, Association for Taiwan-Japan Cooperation on Industrial Technology UPC Technology Corporation Independent Director Not concurrently serving any position in the Company |
None |
None | None | None |
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| Title | Nationality | Name | Gender | Date of election (inauguration) |
Term (year) |
Date when first elected |
Shareholding when elected | Shareholding when elected | Current shareholding | Current shareholding | Shareholding of spouses and minor children |
Shareholding of spouses and minor children |
Shareholding in another person’s name |
Shareholding in another person’s name |
Major employment (educational) background |
Positions concurrently served in the Company and other companies |
Other managerial officers, directors, or supervisors of whom they are a spouse or relative within the second tier of kinship |
Other managerial officers, directors, or supervisors of whom they are a spouse or relative within the second tier of kinship |
Other managerial officers, directors, or supervisors of whom they are a spouse or relative within the second tier of kinship |
Remarks (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Position | Name | Relation | ||||||||||
| Commission, MOEA Administrative Deputy Minister, MOEA Chairman, Taiwan Power Co., Ltd. |
||||||||||||||||||||
| Independent Director |
Republic of China |
Chang, Chun-Fu | Male | November 4, 2020 | 3 | November 4, 2020 |
0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | Bachelor, Business Administration Section, Department of Business Administration, National Taiwan University Ambassador, Taipei Economic and Cultural Office in Myanmar Small and Medium Enterprise Credit Guarantee Fund of Taiwan Chairman Director General, Bureau of Foreign Trade,MOEA |
- Not concurrently serving any position in the Company |
None |
None | None | None |
| Note: Where the Chairman of the Board of Directors and the general manager or person with an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first tier of kinship, an explanation shall be given of the reason, reasonableness and necessity thereof, and the measures adopted in response thereto (e.g., adding more independent directors and having a majority of directors who are not concurrently serving as employees or managerial officers). |
11
2. Major shareholders of juristic person shareholders
March 30, 2021
| March 30,2021 | ||
|---|---|---|
| Name of juristic person shareholder | Major shareholder of juristic person shareholder |
Shareholding percentage(%) |
| Century Iron & Steel Industrial Co, Ltd. | ShiangdingInvestmentCo.,Ltd. | 7.6% |
| Guang Zeng Investment Co., Ltd. |
6.23% | |
| Lai, Wen-Hsiang | 5.44% | |
| ShiangfengInvestmentCo.,Ltd. | 5.11% | |
| Lai, Chun-Cheng | 4.01% | |
| Hsin Kuang Steel Company Limited |
2.65% | |
| Yuan, Chi-Hao | 1.83% | |
| New system Labor Pension | 1.25% | |
| Chen,Hsing-Hsueh | 1.09% | |
| Xin Yuan Investment Corporation |
0.87% | |
| Chang De Management Consulting Corporation |
Jia Jin Investment Corporation | 100.00% |
3. Major shareholders of juristic person shareholders who are major shareholders
March 30, 2021
| March 30,2021 | |
|---|---|
| Name ofjuristic person | Majorshareholderofjuristic person |
| Shiangding Investment Co., Ltd. | Chen, Hsing-Hsueh (65.69%); Lai, Wen-Hsiang (29.08%) Lai, Huei-Hua (2.31%); Lai, Chun-Cheng (2.31%); Lai, Chun- Yu (0.61%) |
| Guang Zeng Investment Co., Ltd. |
Huang, Li-Chu (44.67%); Chou, Sheng-Hao (31.03%); Chou, Yi-Tsen(24.30%) |
| Shiangfeng Investment Co., Ltd. | Chen, Hsing-Hsueh (46.67%); Lai, Wen-Hsiang (43.33%) Lai, Huei-Hua (4.67%); Lai, Chun-Cheng (4.33%); Lai, Chun- Yu(1.00%) |
| Hsin Kuang Steel Company Limited |
Han-De Investment Co., Ltd. (7.09%); Su, Ming-De (5.36%) Tian-Cheng Industrial Co., Ltd (4.76%); Huei-Rong Co., Ltd. (3.98%); Cheng-Yu Investment Co., Ltd (3.21%); Su, You- Rong (2.50%); Dedicated Investment Account of Pictet Bank, trusted to HSBC (2.17%) Su, Ming-De’s Trust Account, trusted to First Commercial Bank (1.95%), Chang, Tian-Cheng (1.70%), Composite International Equity Index of PGIA, trusted to JP Morgan (1.29%) |
| Xin Yuan Investment Corporation |
Hsin Kuang Steel Company Limited (100%) |
| Jia Jin Investment Corporation | Chin, Chia-Hong (22.33%); Chang, Chia-Mei (22.33%); Chin, Shu-Mei (9.22%); Lu, Yao-Dong (9.22%); Chin, Shu-Feng (9.22%); Chin, Si-Feng (9.22%); Chin, Si-Chung (9.22%); Chin,An-Jie(9.22%) |
12
4. Directors and supervisors’ professional qualifications and independence
| Qualification Name |
Meet the following professional qualification requirements, together with at least five years work experience |
Meet the following professional qualification requirements, together with at least five years work experience |
Meet the following professional qualification requirements, together with at least five years work experience |
Independence status (Note 2) | Independence status (Note 2) | Independence status (Note 2) | Independence status (Note 2) | Independence status (Note 2) | Independence status (Note 2) | Independence status (Note 2) | Independence status (Note 2) | Independence status (Note 2) | Independence status (Note 2) | Independence status (Note 2) | Independence status (Note 2) | Number of other public companies where the person concurrently serves as independent director |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| An instructor or higher position in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the Company in a public or private junior college, college or university |
A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the company |
Have work experience in commerce, law, finance or accounting, or otherwise necessary for the business of the company |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | ||
| Representative of Century Iron & Steel Industrial Co, Ltd.: Lai, Wen- Shiang |
– | – | | - | - | - | - | - | - | - | - | | - | | - | None |
| Lai, Chun-Cheng | – | – | | - | | | - | | - | - | | | - | | | None |
| Chang De Management Consulting Corporation.: Chin Chia-Hong |
– | – | | | - | | | - | - | - | - | | | | - | None |
| Lai, Huei-Hua | – | – | | - | - | - | - | | - | - | | | - | | | None |
| Independent Director, Shi, Mao- Lin |
| | | | | | | | | | | | | | | 1 |
| Independent Director, Huang, Chong-Chou |
– | – | | | | | | | | | | | | | | 1 |
| Independent Director, Chang, Chun-Fu |
- | – | | | | | | | | | | | | | | None |
Note 1: Directors and supervisors who, in the two years before being elected and during their term of office, meet any of the following conditions, please tick “ ” in the appropriate corresponding boxes:
(1) Not an employee of the Company or its affiliates.
(2) Not a director or supervisor of the Company or its affiliates (this restriction does not apply, however, when the person is an independent director appointed by the Company, its parent company, or a subsidiary pursuant to the Securities and Exchange Act or the local laws and regulations).
(3) The person and their spouse and minor children do not hold, in their own name or in another name, more than 1% of the Company’s total outstanding shares, nor is one of the Company’s ten largest natural-person shareholders.
(4) Not the spouse, a relative within the second degree of kinship, or a direct blood relative within the third degree of kinship of the managers listed under (1) or those listed under (2) and (3).
(5) Not a director, supervisor, or employee of an institutional shareholder directly holding at least 5% of the circulating shares of the Company or that ranks Top 5 in shareholding ratio or that assigns a representative to serve as director or supervisor of the Company according to Article 27 Paragraph 1 or 2 of the Company act (The same does not apply, however, to independent directors set up by the Company and its parent company or subsidiary or a subsidiary that shares the same parent company according to the Act or the local laws and regulations.)
13
-
(6) Not a director, supervisor, or employee of another company with the number of directors in the Company or shares entitled to votes accounting for a majority that is controlled by the same person (The same does not apply, however, to independent directors set up by the Company or its parent company or subsidiary or a subsidiary that shares the same parent company according to the Act or the local laws and regulations.)
-
(7) Not a director, supervisor, or employee of a company of which the Chairman or president (or equivalent) themselves or their spouse also serve as the company’s Chairman or CEO (or equivalent) (this restriction does not apply, however, when the person is an independent director appointed by the Company, its parent company, or a subsidiary pursuant to the Securities and Exchange Act or the local laws and regulations).
-
(8) Not a director, supervisor, or manager, or shareholder holding at least 5% of shares of a specific company or institution that is financially or commercially related to the Company (The same does not apply, however, if the said specific company or institution holds at least 20% yet less than 50% of the circulating shares of the Company and to independent directors set up by the Company and its parent company or subsidiary or a subsidiary that shares the same parent company according to the Act or the local laws and regulations.)
-
(9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof, and the service provided is an audit service or a non-audit service of which the total compensation within the two most recent years exceeds NTD500,000. However, this shall not apply to the members of remuneration committee, public tender offer review committee or special committee for mergers and acquisitions who exercise their powers pursuant to the Securities and Exchange Act or the Business Mergers And Acquisitions Act.
-
(10) Not have a marital relationship or a relationship within the second tier of kinship with any other director.
-
(11) Not have any of the conditions defined in Article 30 of the Company Act.
-
(12) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.
14
(II) President, vice presidents, associate vice presidents, and supervisors of all the divisions and branch units
March 30, 2021; Unit: shares
| Title | Nationality | Name | Gender | Inauguration date |
Shares held | Shares held | Shareholding of spouses and minor children |
Shareholding of spouses and minor children |
Shareholding in another person’s name |
Shareholding in another person’s name |
Major employment (educational) background |
Positions concurrently served in other companies |
Managerial officers of whom they are a spouse or relative within the second tier of kinship |
Managerial officers of whom they are a spouse or relative within the second tier of kinship |
Managerial officers of whom they are a spouse or relative within the second tier of kinship |
Remarks (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Title | Name | Relationship | ||||||||
| President | Republic of China |
Li, Chien-Cheng | Male | August 16, 2017 |
329,000 | 0.33 | 0 | 0.00 | 0 | 0.00 | Department of Industrial Engineering, Taipei Junior College of Engineering Vice President, Engineering Affair Department, Century Iron & Steel Industrial Co, Ltd. |
Director (Representative), Century Heavy Industry International Co., Ltd Director (Representative), Century Bladt Foundations Co.,Ltd. |
- | - | - | None |
| Vice President | Republic of China |
Lai, Hsuan-Fen | Male | June 12, 2020 | 0 | 0 | 0 | 0.00 | 0 | 0.00 | Bachelor, Department of Chemical and Material Engineering, National Central University; Manager, Finance and Commerce Department, Taiwan Generation Corp. Chief Commercial Officer, Century Bladt Foundations Co.,Ltd. |
Director, Century Wind International Co., Ltd. |
- | - | - | None |
| Associate Vice President, Audit Office |
Republic of China |
Yu, Cheng-Ting | Male | January 3, 2020 |
39,000 | 0.04 | 0 | 0.00 | 0 | 0.00 | Department of Economics, Tamkang University Deputy Manager, PwC Taiwan Finance Officer, Overseas Plant, TA-I Technology Co., Ltd. Audit Officer, Luminous Optical TechnologyCo.,Ltd. |
None | - | - | - | None |
| Finance and Accounting Officer |
Republic of China |
Liao, Wan-Ling | Female | April 1, 2020 | 10,000 | 0.01 | 0 | 0.00 | 0 | 0.00 | Department of Finance, Feng Chia University Accounting Clerk, Solen Electric Co., Ltd. Accounting Clerk, Taiwan Jhonsin Co.,Ltd. |
None | - | - | - | None |
Note: Where the Chairman of the Board of Directors and the general manager or person with an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first tier of kinship, an explanation shall be given of the reason, reasonableness and necessity thereof, and the measures adopted in response thereto (e.g., adding more independent directors and having a majority of directors who are not concurrently serving as employees or managerial officers).
15
III. Remunerations to directors, supervisors, president, and vice presidents in the most recent year
(I) Remunerations to directors and independent directors
| (I)Remunerations to directors and independent di | (I)Remunerations to directors and independent di | rectors | rectors | rectors | rectors | rectors | rectors | rectors | rectors | rectors | rectors | rectors | rectors | rectors | rectors | rectors | rectors | rectors | rectors | rectors | rectors | rectors |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020; Unit: NTD thousand | ||||||||||||||||||||||
| Position | Name | Remunerations to directors | Sum of A, B, C, and D as percentage of net income after tax |
Proposed remuneration for concurrentlyservingas employees(Note 3) | Sum of A, B, C, D, E, F, and G as percentage of net income after tax |
Remuneration from investees other than subsidiaries or parent company |
||||||||||||||||
| Wages (A) | Severance pay and pension (B) |
Proposed director compensation (C) |
Service expenses (D) | Wages, bonuses, special allowances, etc. (E) |
Severance pay and pension (F) | Proposed employee compensation (G) | ||||||||||||||||
| The Company | All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company |
All companies included in the financial statements |
|||||
| Cash amount |
Share amount |
Cash amount |
Share amount |
|||||||||||||||||||
| Chairman | Representative of Century Iron & Steel Industrial Co, Ltd.: Lai,Wen-Shiang (Note 1) |
860 | 2,668 | 0 | 69 | 0 | 0 | 70 | 190 | 0.12 | 0.37 | 1,146 | 1,146 | 52 | 52 | - | - | - | - | 0.28 | 0.52 | 9,110 |
| Director | Representative of E-Poly Thermal Controls Co., Ltd.: Chuang,Chien-Hung (Note 2) |
|||||||||||||||||||||
| Director | Representative of Taiwan Ship & Offshore Technology Ltd.: Lin,Ming-Hung (Note 2) |
|||||||||||||||||||||
| Director | Lai,Chun-Cheng (Note 3) | |||||||||||||||||||||
| Director | Su,Ming-De(Note 4) | |||||||||||||||||||||
| Director | Chang De Management Consulting Corporation Representative: Chin Chia-Hong (Note 3) |
|||||||||||||||||||||
| Director | Yang,Tien-Cheng (Note 5) | |||||||||||||||||||||
| Independent Director |
Shi, Mao-Lin (Note 6) | 0 | 0 | 0 | 0 | 0 | 0 | 150 | 150 | 0.02 | 0.02 | - | - | - | - | - | - | - | - | 0.02 | 0.02 | None |
| Independent Director |
Huang, Chong-Chou (Note 6) | |||||||||||||||||||||
| Independent Director |
Chang, Chun-Fu (Note 6) |
Note 1: Inaugurated after the full re-election at the general shareholders’ meeting on June 5, 2020, and extraordinary shareholders’ meeting on November 4, 2020. In the Board’s meeting on the same day, he was elected by all directors as Chairman.
Note 2: Discharged after the re-election at the general shareholders’ meeting on June 5, 2020
Note 3: Inaugurated after the full re-election at the general shareholders’ meeting on June 5, 2020, and extraordinary shareholders’ meeting on November 4, 2020.
Note 4: Inaugurated after the full re-election at the general shareholders’ meeting on June 5, 2020, and extraordinary shareholders’ meeting on November 4, 2020. Resigned on December 3, 2020 due to busy business.
Note 5: Inaugurated after the full re-election at the general shareholders’ meeting on June 5, 2020, and discharged after the full re-election at the extraordinary shareholders’ meeting on November 4, 2020. Note 6: Inaugurated after the full re-election at the extraordinary shareholders’ meeting on November 4, 2020.
16
Range of remunerations
| Range of remunerations | Range of remunerations | Range of remunerations | Range of remunerations | |
|---|---|---|---|---|
| Name of director | ||||
| Range of remunerations paidto eachdirector | Sum of foregoingfour items(A+B+C+D) | Sum of foregoingseven items(A+B+C+D+E+F+G) | ||
| The Company | All companies included in the financial statements |
The Company | The parent company and all investees | |
| Below NTD 1,000,000 | Representative of Century Iron & Steel Industrial Co, Ltd.: Lai, Wen-Shiang; Representative of E-Poly Thermal Controls Co., Ltd.: Chuang, Chien-Hung; Representative of Taiwan Ship & Offshore Technology Ltd.: Lin, Ming-Hung; Representative of Chang De Management Consulting Corporation: Chin Chia-Hong Lai, Chun-Cheng; Su, Ming-De; Yang, Tien-Cheng; Shi, Mao-Lin; Huang,Chong-Chou;Chang,Chun-Fu |
Representative of Century Iron & Steel Industrial Co, Ltd.: Lai, Wen-Shiang; Representative of E-Poly Thermal Controls Co., Ltd.: Chuang, Chien-Hung; Representative of Chang De Management Consulting Corporation: Chin Chia-Hong; Lai, Chun-Cheng; Su, Ming-De; Yang, Tien-Cheng; Shi, Mao-Lin; Huang, Chong-Chou; Chang, Chun-Fu |
Representative of Century Iron & Steel Industrial Co, Ltd.: Lai, Wen-Shiang; Representative of Chang De Management Consulting Corporation: Chin Chia-Hong; Lai, Chun-Cheng; Su, Ming-De; Yang, Tien-Cheng; Shi, Mao-Lin; Huang, Chong-Chou; Chang, Chun-Fu |
- |
| 1,000,000 (inclusive) to 2,000,000 (exclusive) | - | Representative of Taiwan Ship & Offshore Technology Ltd.: Lin, Ming-Hung |
Representative of E-Poly Thermal Controls Co., Ltd.: Chuang, Chien-Hung; Representative of Taiwan Ship & Offshore TechnologyLtd.: Lin,Ming-Hung |
Su, Ming-De; Chin, Chia-Hong |
| 2,000,000(inclusive)to 3,500,000(exclusive) | - | - | - | - |
| 3,500,000(inclusive)to 5,000,000(exclusive) | - | - | - | - |
| 5,000,000 (inclusive) to 10,000,000 (exclusive) | - | - | - | Representative of Century Iron & Steel Industrial Co, Ltd.: Lai,Wen-Shiang |
| 10,000,000(inclusive)to 15,000,000(exclusive) | - | - | - | - |
| 15,000,000(inclusive)to 30,000,000(exclusive) | - | - | - | - |
| 30,000,000(inclusive)to 50,000,000(exclusive) | - | - | - | - |
| 50,000,000(inclusive)to 100,000,000(exclusive) | - | - | - | - |
| Over 100,000,000(inclusive) | - | - | - | - |
| Total | 10 | 10 | 10 | 3 |
17
(II) Remunerations to supervisors
December 31, 2020; Unit: thousand NTD
| Title | Name | Remunerations to supervisors | Remunerations to supervisors | Remunerations to supervisors | Remunerations to supervisors | A、Sum of B and C as percentage of net income after tax |
A、Sum of B and C as percentage of net income after tax |
Remuneration from investees other than subsidiaries or parent company |
||
|---|---|---|---|---|---|---|---|---|---|---|
| Wages (A) | Proposed compensation (B) | Service expenses (C) | ||||||||
| The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
|||
| Supervisors | Li, Ching-Chin (Note 1) | - |
- | - | - | - | - | - | - | None |
| Supervisors | Lin, Chun-Yuan (Note 1) |
Inaugurated after the full re-election at the general shareholders’ meeting on June 5, 2020, and at the extraordinary shareholders’ meeting on November 4, 2020, it was approved to establish the Audit Committee to replace the functions of supervisors.
Range of remunerations
| s. | Range of remunerations | Range of remunerations |
|---|---|---|
| Range of remunerations paid to each supervisor | Name of supervisor | |
| Sum of foregoing three items (A+B+C) | ||
| The Company | All companies included in the financial statements | |
| Below NTD 1,000,000 | Li, Ching-Chin; Lin, Chun-Yuan | Li, Ching-Chin; Lin, Chun-Yuan |
| 1,000,000(inclusive)to 2,000,000(exclusive) | - | - |
| 2,000,000(inclusive)to 3,500,000(exclusive) | - | - |
| 3,500,000(inclusive)to 5,000,000(exclusive) | - | - |
| 5,000,000(inclusive)to 10,000,000(exclusive) | - | - |
| 10,000,000(inclusive)to 15,000,000(exclusive) | - | - |
| 15,000,000(inclusive)to 30,000,000(exclusive) | - | - |
| 30,000,000(inclusive)to 50,000,000(exclusive) | - | - |
| 50,000,000(inclusive)to 100,000,000(exclusive) | - | - |
| Over 100,000,000(inclusive) | - | - |
| Total | 2 | 2 |
18
(III) Remunerations to president and vice presidents
December 31, 2020; Unit: thousand NTD
| December 31, | December 31, | 2020; Unit: thousand NTD | 2020; Unit: thousand NTD | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position | Name | Wages (A) | Severance pay and pension (B) |
Bonuses and special allowances (C) |
Proposed employee compensation (D) (Note 1) | Sum of A, B, C, and D as percentage of net income after tax |
Remuneration from investees other than subsidiaries or parent company |
|||||||
| The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company |
All companies included in the financial statements |
|||||
| Cash amount |
Share amount |
Cash amount |
Share amount |
|||||||||||
| President | Li, Chien-Cheng | 2,432 | 3,005 | 145 | 178 | 675 | 850 | 452 | - | 452 | - | 0.48 | 0.58 | None |
| Vice President | Lai, Hsuan-Fen | |||||||||||||
| Vice President | Huang, Ting-Yang (Note 2) |
Note 1: The employees’ remuneration was approved by the Board of Directors on February 22, 2021; individual managerial officer’s employees’ remuneration has not yet been approved by the Board of Directors; The remunerations disclosed in the table are different from the concept of income in the Income Tax Act. The table is for disclosure only but not for the tax purpose. Note 2: Resigned on December 25, 2020
Range of remunerations
| gned on December 25, 2020 | Range of remunerations | Range of remunerations |
|---|---|---|
| Range of remunerations paid to each president and vice president |
Name ofpresident and vicepresident | |
| The Company | All companies included in the financial statements E | |
| Below NTD 1,000,000 | Huang, Ting-Yang | Huang, Ting-Yang |
| 1,000,000(inclusive)to 2,000,000(exclusive) | Lai, Hsuan-Fen | Lai, Hsuan-Fen |
| 2,000,000(inclusive)to 3,500,000(exclusive) | Li, Chien-Cheng | Li, Chien-Cheng |
| 3,500,000(inclusive)to 5,000,000(exclusive) | - | - |
| 5,000,000(inclusive)to 10,000,000(exclusive) | - | - |
| 10,000,000(inclusive)to 15,000,000(exclusive) | - | - |
| 15,000,000(inclusive)to 30,000,000(exclusive) | - | - |
| 30,000,000(inclusive)to 50,000,000(exclusive) | - | - |
| 50,000,000(inclusive)to 100,000,000(exclusive) | - | - |
| Over 100,000,000(inclusive) | - | - |
| Total | 3 | 3 |
(IV) Top five executives with the highest remunerations: N/A
19
(V) Managerial officers receiving employee remunerations and state of distribution
| V) Managerial officers receiving employee remunerations and state of distribution | V) Managerial officers receiving employee remunerations and state of distribution | V) Managerial officers receiving employee remunerations and state of distribution | V) Managerial officers receiving employee remunerations and state of distribution | V) Managerial officers receiving employee remunerations and state of distribution | V) Managerial officers receiving employee remunerations and state of distribution | V) Managerial officers receiving employee remunerations and state of distribution |
|---|---|---|---|---|---|---|
| Unit: thousand NTD;December 31,2020 | ||||||
| Title | Title | Name (Note 1) |
Share amount | Cash amount (Proposed) (Note 1) |
Total | Sum as percentage of net income after tax(%) |
| Managerial officer | President | Li, Chien-Cheng | - | 706 | 706 | 0.09 |
| Vice President, Business Department |
Lai, Hsuan-Fen | |||||
| Associate Vice President, Audit Office |
Yu, Cheng-Ting |
|||||
| Finance and Accounting Officer |
Liao, Wan-Ling |
Note 1: The employees’ remuneration was approved by the Board of Directors on February 22, 2021; individual managerial officer’s employees’ remuneration has not yet been approved by the Board of Directors.
(VI) Separately compare and describe the total remuneration as a percentage of net income stated in the parent company only financial reports or individual financial reports as paid by the Company and by each other company included in the consolidated financial statements during the most recent 2 fiscal years to directors, supervisors, president, 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. Sum of remunerations as percentage of net income after tax
Unit: NTD thousand
| Unit: NTD thousand | Unit: NTD thousand | |||
|---|---|---|---|---|
| Year Item |
2019 (Note) | 2020 | ||
| The Company | Companies in the consolidated |
The Company | Companies in the consolidated |
|
| Total amount of remunerations paid to directors as percentage of net income after tax |
- | - | 0.30 | 0.54 |
| Total amount of remunerations paid to supervisors as percentage of net income after tax |
- | - | 0.00 | 0.00 |
| Total amount of remunerations paid to president and vicepresidents |
- | - | 0.48 | 0.58 |
Note: No remuneration was distributed to employees, directors, and supervisors due to loss in 2019.
- Remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance:
The remunerations to directors and supervisors are stipulated in the Articles of Incorporation and related laws and regulations, while taking profits and future operation needs into account. The Remuneration Committee proposes to the Board of Directors, and upon the approval of the Board of Directors, the proposal will be reported at the shareholders’ meeting.
The compensations of the president and vice presidents include wages, incentives, and employee bonuses. Every year the Remuneration Committee determines their compensations based on their position, responsibilities assumed, and contributions to the Company, while referring the level of the industry. The proposal is submitted to the Board of Directors for approval before being enacted.
20
IV. Status of corporate governance
(I) Operation of the Board of Directors
In 2020 and up to the publication date of the annual report, the Board of Directors held 11 (A) meetings, and the attendance of all directors is summarized as follows:
| Title | Name | Actual attendance (in non-voting capacity) (B) |
Attendance by proxy |
Actual attendance rate (%) [B/A] |
Remarks |
|---|---|---|---|---|---|
| Chairman | Representative of Century Iron & Steel Industrial Co, Ltd.: Lai, Wen-Shiang |
11 | 0 | 100% | Re-elected on June 5, 2020, and November 4, 2020; Required attendance: 11 (A) (Note 1,Note 2) |
| Director | Representative of E-Poly Thermal Controls Co., Ltd.: Chuang, Chien-Hung (Note 2) |
2 | 0 | 100% | Discharged on June 5, 2020 Required attendance: 2 (A) (Note 1) |
| Director | Representative of Taiwan Ship & Offshore Technology Ltd.: Lin, Ming-Hung |
2 | 0 | 100% | Discharged on June 5, 2020 Required attendance: 2 (A) (Note 1) |
| Director | Lai, Chun-Cheng | 9 | 0 | 100% | Newly elected on June 5, 2020 Re-elected on November 4, 2020 Required attendance: 9 (A) (Note 1,Note 2) |
| Director | Su, Ming-De | 5 | 1 | 83.33% | Newly elected on June 5, 2020 Re-elected on November 4, 2020 Resigned on December 3, 2020 Required attendance: 6 (A) (Note 1,Note 2,Note 3) |
| Director | Representative of C Chang De Management Consulting Corporation: Chin Chia-Hong |
9 | 0 | 100% | Newly elected on June 5, 2020 Re-elected on November 4, 2020 Required attendance: 9 (A) (Note 1,Note 2) |
| Director | Yang, Tien-Cheng | 5 | 0 | 100% | Newly elected on June 5, 2020 Discharged on November 4, 2020 Required attendance: 5 (A) (Note 1,Note 2) |
| Supervisors | Li, Ching-Chin | 7 | 0 | 100% | Re-elected on June 5, 2020 Discharged on November 4, 2020 Required attendance: 7 (A) (Note 1,Note 2) |
| Supervisors | Lin, Chun-Yuan | 5 | 0 | 100% | Newly elected on June 5, 2020 Discharged on November 4, 2020 Required attendance: 5 (A) (Note 1,Note 2) |
| Independent Director |
Shi, Mao-Lin | 4 | 0 | 100% | Newly elected on November 4, 2020 Required attendance: 4 (A) (Note 2) |
| Independent Director |
Huang, Chong-Chou | 4 | 0 | 100% | Newly elected on November 4, 2020 Required attendance: 4 (A) (Note 2) |
| Independent Director |
Chang, Chun-Fu | 4 | 0 | 100% | Newly elected on November 4, 2020 Required attendance: 4 (A) (Note 2) |
| Note 1: The directors and supervisors’ term expired on June 5, 2020, and there was a full re-election at the general shareholders’ meeting on June 5, 2020. Note 2: There was a full re-election of directors and supervisors on November 4, 2020; the Audit Committee was establish to replace the supervisors. Established the Audit Committee to replace the functions of supervisors. Note 3: Director Su, Ming-De resigned on December 3, 2020, due to busy business. |
21
Other items to be stated:
I. Where the operation of the Board of Directors meets any of the following circumstances, the minutes concerned shall clearly state the meeting date, term, contents of motions, opinions of all independent directors, and the Company’s handling of said opinions:
(I) Matters listed in Article 14-3 of the Securities and Exchange Act: the Company has an Audit Committee in place and the matters listed in Article 14-3 of the Securities and Exchange Act are also included in Article 14-5 of the Securities and Exchange Act. For related content, please refer to the record on the operation of the Audit Committee.
(II) Other than the abovementioned matters, any resolution of the Board meeting to which an independent director has a dissenting or qualified opinion which is on record or stated in a written statement: None.
II. Implementation of directors’ recusals to proposals with personal interests:
| Date and term of the Board meeting |
Content of proposal | Reason for recusal | Voting participation |
|---|---|---|---|
| August 28, 2020 2nd Term 3rd Meeting |
Proposal for procuring a batch of steel structures from Century Iron & Steel Industrial Co, Ltd. for the Phase I plant at Taipei Port. |
The proposal discussed a related party transaction; as director Lai, Wen-Hsiang concurrently serves as the Chairman, he has conflict of interest and recused himself as required bylaw. |
The acting chair inquired the six attendees to vote (seven attending directors, one recused director excluded); the result showed six voted for the proposal. The proposal was approved as it was. |
| December 28, 2020 3rd Term 2nd Meeting |
Proposal for procuring a batch of steel structures from Century Iron & Steel Industrial Co, Ltd. for the Phase III plant at Taipei Port. |
The proposal discussed a related party transaction; as director Lai, Wen-Hsiang concurrently serves as the Chairman, he has conflict of interest and recused himself as required bylaw. |
The acting chair inquired the five attendees to vote (six attending directors, one recused director excluded); the result showed five voted for the proposal. The proposal was approved as it was. |
| January 29, 2021 3rd Term 3rd Meeting |
The proposal of distributing the 2020 year-end bonus to the chairperson and managerial officers |
The proposal discussed the year-end bonus for directors and managerial officers; as director Lai, Wen-Hsiang concurrently serves as the Chairman, he has conflict of interest and recused himself as required bylaw. |
The acting chair inquired the five attendees to vote (six attending directors, one recused director excluded); the result showed five voted for the proposal. The proposal was approved as it was. |
III. The cycles and periods, scopes, methods of appraisal of the Board of Directors’ self-evaluation: N/A IV. Objective of enhancing the Board’s functions in the current and most recent year (e.g. establishing an Audit Committee or enhancing information transparency) and the assessment of the implementation: (I) The Company re-elected all directors and supervisors at the extraordinary shareholders’ meeting on November 4, 2020, to elect independent directors to replace supervisors’ functions. The Audit Committee was established at the same time to enhance the functions of the Board of Directors. (II) To enhance the professional knowledge and implement corporate governance, the Company offers continuing education information to directors and arranges instructors for at-home learning every year.
(II) Operation of the Audit Committee or engagement of supervisors in the Board of Directors:
22
1. Operation of the Audit Committee
In 2020 and up to the publication date of the annual report, the Audit Committee held three (A) meetings, and the attendance of independent directors is summarized as follows:
| Position Name |
Actual attendance (B) |
Attendance by proxy |
Actual attendance rate (%) [B/A] |
Actual attendance rate (%) [B/A] |
Remarks | ||
|---|---|---|---|---|---|---|---|
| Independent Director Shi, Mao-Lin |
3 | 0 | 100% | ||||
| Independent Director Huang, Chong-Chou |
3 | 0 | 100% | November 4, 2020 Established the Audit Committee of the first term |
|||
| Independent Director Chang, Chun-Fu |
3 | 0 | 100% | ||||
| Other items to be stated: | |||||||
| I. Where the operation of the Audit Committee meets any of the following circumstances, the minutes concerned | |||||||
| shall clearly state the meeting date, term, contents of motions, | |||||||
| the Audit Committee’s resolution and the Company’s handling of the Audit Committee’s opinions: | |||||||
| (I)Mattersreferredtoin Article14-5 of the Securities andExchangeAct: | |||||||
| Date and term of | Resolution adopted | The Company’s handling | |||||
| the Board | Content of proposal | by the Audit | of the Audit Committee’s | ||||
| meeting | Committee(Note) | opinions(Note) |
| Position | Name | Actual attendance (B) |
Attendance by proxy |
Actual attendance rate (%) [B/A] |
Actual attendance rate (%) [B/A] |
Remarks | Remarks |
|---|---|---|---|---|---|---|---|
| Independent Director |
Shi, Mao-Lin | 3 | 0 | 100% | November 4, 2020 Established the Audit Committee of the first term |
||
| Independent Director |
Huang, Chong-Chou |
3 | 0 | 100% | |||
| Independent Director |
Chang, Chun-Fu |
3 | 0 | 100% | |||
| Other items to be stated: I. Where the operation of the Audit Committee meets any of the following circumstances, the minutes concerned shall clearly state the meeting date, term, contents of motions, the Audit Committee’s resolution and the Company’s handling of the Audit Committee’s opinions: (I)Mattersreferredtoin Article14-5 of the Securities andExchangeAct: |
|||||||
| Date and term of the Board meeting |
Content of proposal | Resolution adopted by the Audit Committee(Note) |
The Company’s handling of the Audit Committee’s opinions(Note) |
||||
| March 10, 2020 1st Term 14th Meeting |
1. Proposal for assigning certifying accounting firm and certifying CPAs. 2. Proposal for the 2019 business report, financial statements, and consolidated financial statements. 3. Proposal for the 2019 deficit compensation. 4. Proposal for establishing the internal control system. 5. Proposal for amending some provisions of the Company’s “Procedure for Acquisition or Disposal of Assets”. 6. Proposal for amending some provisions of the Company’s “Operational Procedures for Loaning of Company Funds”. 7. Proposal for amending some provisions of the Company’s “Operational Procedures for Endorsements and Guarantees”. |
N/A | N/A | ||||
| April 30, 2020 1st Term 15th Meeting |
1. The Company’s Q1 2020 financial statements. 2. Proposed to assign the finance manager, Liao, Wan-Ling, as the finance and accounting officer. 3. Assigned Yu, Cheng-Ting as audit officer. 4. Proposal for establishing the “Details of Internal Audit Implementation”. 5. Proposal for issuingnew shares as capital increase in cash. |
N/A | N/A | ||||
| August 7, 2020 2nd Term 2nd Meeting |
1. The Company’s Q2 2020 financial statements 2. Reviewing the Internal Control System Statement to be declared and the proposal to assign CPAs to review the internal control system. |
N/A | N/A | ||||
| August 28, 2020 2nd Term 3rd Meeting |
1. The Company procured a batch of steel structures from Century Iron & Steel Industrial Co, Ltd. for the Phase I plant at Taipei Port. 2. The Company contracted the construction of the Phase I plant at Taipei Port to Kuo-Yeh Construction Co., Ltd. for construction. 3. The Company contracted the construction of the Phase I plant at Taipei Port to Yung Cheng Electromechanical Engineering for electromechanical engineering. 4. The Company contracted the construction of the Phase I plant at Taipei Port to Xuyuan Construction Co., Ltd. for civil engineering. 5. The Company procured a batch of steel material from Hsin Kuang Steel Company Limited for the Phase II and III plant at Taipei Port. 6. Procured a batch of hoists to develop the manufacturing business of foundations for wind power. 7. The Companycontracted the construction of theplant at Taipei Port |
N/A | N/A |
23
| to Anrui Engineering Limited for lifting and hoisting. 8. The Company leased lands at Taipei Port South Wharf from Taiwan Ports Co., Ltd. 9. Proposal for amending some provisions of the Company’s “Procedure for Acquisition or Disposal of Assets”. |
|||
|---|---|---|---|
| September 23, 2020 2nd Term 4th Meeting |
1. Proposal for amending some provisions of the Company’s “Procedure for Acquisition or Disposal of Assets”. 2. Proposal for amending some provisions of the Company’s “Operational Procedures for Loaning of Company Funds”. 3. Proposal for amending some provisions of the Company’s “Operational Procedures for Endorsements and Guarantees”. 4. The Company contracted the construction of the Phase II plant at Taipei Port to Yung Cheng Electromechanical Engineering for electromechanical engineering. 5. The Company contracted the construction of the Phase I plant at Taipei Port to Yung Lung Enterprise for the electric engineering for air-conditioning equipment. 6. Assigned Huang, Ting-Yang as vice president of the Company’s Finance Department. 7. Proposal for the 2019 deficit compensation. |
N/A | N/A |
| October 7, 2020 2nd Term 5th Meeting |
1. Proposal to amend some cycles in the “Internal Control System” and the “Details of Internal Audit Implementation”. 2. The Company contracted the construction of the Phase II plant at Taipei Port to GuangChao Construction Material for flexiblegates. |
N/A | N/A |
| December 28, 2020 3rd Term 2nd Meeting |
1. The Company’s Q3 2020 financial statements. | Approved as it was | Submitted to the Board of Directors for resolution |
| January 29, 2021 3rd Term 3rd Meeting |
1. Proposal for amending some provisions of the Company’s “Procedure for Acquisition or Disposal of Assets”. 2. Proposal to assess the independence of the certifying CPAs. 3. Proposal for the audit and certification of the 2021 financial statements andprofessional feepayment. |
Approved as it was | Submitted to the Board of Directors for resolution |
| February 22, 2021 3rd Term 4th Meeting |
Proposal for the Company’s 2020 business report and financial statements. Proposal for the 2020 earnings distribution. Proposal for the Company’s 2020 Internal Control System Statement. |
Approved as it was | Submitted to the Board of Directors for resolution |
| Note: The Company elected the independent directors and established the Audit Committee at the extraordinary shareholders’ meeting on November 4, 2020. No Audit Committee was in place before then, so this is not applicable. |
|||
| (II) Aside from said matters, resolutions not passed by the Audit Committee but receiving the consent of two thirds of the Board of Directors: None. II. Implementation of independent directors’ recusals to proposals with personal interests; the name of the director, proposal description, reason for recusal, and voting participation shall be specified: None. III. Communication between independent directors and internal auditing officers and CPAs (including significant items, methods and results of communication on the Company’s financial and business situation). 1. Communication between the Company’s Audit Committee and internal audit officers: The Company’s independent directors not only receive audit reports on a regular basis, the audit officers all participate in the meetings of the Audit Committee and the Board of Directors to report the audit affairs. Sufficient communications are made in regard to the audit implementation and the effects. |
24
| Date | Issue communicated | Outcome of communication |
|---|---|---|
| December 28, 2020 |
1. Report on the Q3 2020 internal audit implementation | 1. The independent directors recommended to prioritize the abnormalities based on the severity of defects in the quarterly audit report. The audit officers agreed to implement the recommendation from the nextquarter. |
| 2. The Company’s 2021 audit plan | 2. The independent directors recommended to increase the frequency of auditing safety and health operations in the 2021 audit plan. The audit officers agreed to increase the frequency of auditing the safety and health operations in the 2021 auditplan. |
- Engagement of supervisors in the Board of Directors
Participation in the Board meetings in the most recent year:
| Position | Name | Actual attendance (B) |
Attendance by proxy |
Actual participation (%) [B/A] |
Remarks |
|---|---|---|---|---|---|
| Supervisors | Li, Ching- Chin |
7 | 0 | 100% | Re-elected on June 5, 2020 Discharged on November 4, 2020 Required attendance: 7 (A) (Note 1,Note 2) |
| Supervisors | Lin, Chun- Yuan |
5 | 0 | 100% | Newly elected on June 5, 2020 Discharged on November 4, 2020 Required attendance: 5 (A) (Note 1,Note 2) |
| Note 1: The directors and supervisors’ term expired on June 5, 2020, and there was a full re-election at the general shareholders’ meeting on June 5, 2020. Note 2: There was a full re-election of directors and supervisors on November 4, 2020; the Audit Committee was establish to replace the supervisors. Other items to be stated: I. Composition and functions of supervisors: (I) Communications between supervisors and the employees and shareholders (e.g. communication channels and methods): The Company has assigned dedicated staff to contact the supervisors whenever required and establish communication channels with the employees and shareholders. The supervisors also participate in the meetings of the Board of Directors and shareholders’ meetings. (II) Communication between supervisors and internal auditing officers and CPAs (e.g. items, methods and results of communication on the Company’s financial and business situation): The supervisors may communicate with the internal auditing officers and CPAs for finance and business affairs whenever they deem fit; they also listen to the reports from directors and management when attending meetings of Board of Directors and participate in decision-making discussions. II. If any supervisor participating in the Board meeting states their opinion, the minutes concerned shall clearly state the meeting date, term, contents of motions, resolution of the Board of Directors, and the Company’s handling of the opinion stated bythe supervisor: None. |
25
(III) The operation of corporate governance and any variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance
| Evaluation item | Operation status | Operation status | Operation status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| I.Has the Company established and disclosed Corporate Governance Best Practice Principles pursuant to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies? |
| The Company has “Corporate Governance Best Practice Principles” in place and disclosed on the Market Observation Post System. |
No material deviation | |
| II. Shareholdingstructure and shareholders’ rights | ||||
| (I) Does the Company have Internal Operation Procedures for handling shareholders’ suggestions, concerns, disputes and litigation matters, and have they been implemented accordingly? |
(I)The Company has established a spokesperson with staff from a professional registrar to help answer shareholders’ inquiries. |
No material deviation | ||
| (II)Does the Company possess a list of major shareholders who actually control the Company and the ultimate controlling parties of major shareholders? |
|
(II)The shareholder registry is provided by the stock affair agency, in order to grasp the major shareholders who actually control the Company. The information is regularly disclosed as required by law. |
No material deviation | |
| (III)Has the Company built and executed a risk management system and firewall between the Company and its affiliates? |
| (III)To mitigate risks, the Company has established “Procedures Handling the Transactions between Related Parties, Certain Companies, and Enterprises within the Group” and built and executed a risk management system and firewall between the Company and its affiliates. |
No material deviation | |
| (IV)Has the Company established internal rules prohibiting insider trading on undisclosed information? |
| (IV)The Company has established the “Management Procedures to Prevent Insider Trading”, applicable to directors, supervisors, managerial officers and employees. Updates and promotion of related information are made from time to time. |
No material deviation | |
| III. Composition and responsibilities of the Board of | Directors | |||
| (I) Has the Company established a diversification policy for the composition of its Board of Directors and has it been implemented accordingly? |
| (I)The Company has the “Corporate Governance Best Practice Principles” to enhance the structure of the Board of Directors. The principles require that diversification must be taken into account for the composition of the Board of Directors (as Note 1), as an implementation. The nomination and election of the Company’s Board members observe the Articles of Incorporation, using a candidate nomination system. Other than assessing the educational and industrial background of candidates, the Company’s Directors Election Procedures are also complied with. Currently there are seven directors, including four directors and three independent directors; the members are experienced and professional in different areas, such as finance, commerce and management. One female director is included in these seven directors (female directors occupy 14% of the Board); two directors are more than 70 years old, three are 60–70 years old, and two are 30–40 years old. 14% of the members is also an employee of the Company, and the independent directors account for 43%. |
No material deviation |
|
| (II) Other than the Compensation Committee and the Audit Committee which are required by law, does the Company voluntarily set up other functional committees? |
|
(II)The Company has established the Remuneration Committee and the Audit Committee on November 4, 2020. Other functional committees may be established as required by law or as needed in the future. |
No material deviation | |
| (III) Has the Company established a methodology for evaluating the performance of its Board of Directors on an annual basis, reporting the performance results to the Board of Directors, and using the results as reference for directors’ remuneration and re-election? |
| The Company will establish procedures to evaluate the Board’s performance in the future. Currently, the attendance and participation of Board’s meetings, and speeches at the meetings are recorded to be referred to for the remuneration and nomination for re-election of the directors. |
This will be handled in accordance with the law based on future operation needs. |
|
| (IV)Does the Company regularly evaluate its external auditors’ independence? |
| (III)The Board of Directors has approved the CPAs’ Independence Assessment in the meeting on December 28, 2020 (as Note 2), and the CPAs have provided the Statement of Independence and Suitability. |
No material deviation | |
| IV. Do TWSE/TPEx Listed Companies appoint competent and appropriate corporate governance personnel and corporate governance officers to be in charge of corporate governance affairs (including but not limited to furnishing information required for business execution by directors, assisting directors’ compliance of law, handling matters related to Board meetings and shareholders’ meetings according to law, and recording minutes of Board meetings and shareholders’ meetings)? |
|
The Company has the stock affair unit to handle the meetings of shareholders and the Board of Directors, company registrations, and preparing minutes of Board meetings and shareholders’ meetings. Corporate governance officers may be assigned in the future based on the operation scale and structure of the Company’s. |
No material deviation |
26
| Evaluation item | Operation status | Operation status | Operation status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| V. Has the Company established a means of communicating with its stakeholders (including but not limited to shareholders, employees, customers, suppliers, etc.) or created a Stakeholders Section on the Company website? Does the Company respond to stakeholders’ questions on corporate social responsibility? |
| The Company has created a Stakeholders Section on the Company website, with phone numbers and email addresses of spokespersons and the departments, to serve as the communication channels for shareholders, employees, clients, and suppliers, as well as to properly respond to stakeholders’ questions on key corporate social responsibility issues. |
No material deviation |
|
| VI. Has the Company appointed a professional registrar for its shareholders’ meetings? |
| The Company appoints the professional registrar, “Stock Affairs Agency Department, Capital Securities Corporation”, to handle the shareholders’ meeting. |
No material deviation |
|
| VII. Information Disclosure | ||||
| (I) Has the Company established a website to disclose information regarding its finance, business and corporate governance? |
| (I)The Company has created a website both in Chinese and English, to fully disclose the information related to finance. business and corporate governance, for the investors to inquire. |
No material deviation | |
| (II) Does the Company use other information disclosure channels (e.g. maintaining an English- language website, designating staff to handle information collection and disclosure, appointing spokespersons, webcasting investors conference etc.)? |
| (II) The Company has implemented a spokesperson system. Currently the English version of the website has been completed. The information will be uploaded as required for investors to read. |
No material deviation | |
| (III)Does the Company announce and report the annual financial statements within two months after the end of the fiscal year, and announce and report the first, second, and third quarter financial statements as well as the operating status of each month before the prescribed deadline? |
| (III) The Company is listed as an emerging stock; therefore the annual financial statements shall be announced and reported within four months after the end of the fiscal year. The Q2 financial statements and the operating status of each month are announced and reported before the prescribed deadline. |
No material deviation | |
| VIII. Has the Company disclosed other information to facilitate a better understanding of its corporate governance practices (including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors and supervisors by the Company)? |
| (I) Employee rights and employee wellness: Other than protecting the rights of employees pursuant to law and setting up the employee welfare committee to promote employee welfare, the Company’s employees are also entitled to: 1. Labor insurance, health insurance, and group insurance 2. Three key holidays and year-end bonuses 3. Employee health check (II) Investor relations and rights of stakeholders: In addition to disclosing the Company’s financial and business information pursuant to laws and regulations, the Company also has spokespersons and deputy spokespersons to maintain good investor relations and the rights of stakeholders. (III) Supplier relations: The collaboration between the Company and suppliers honors laws and contracts, to protect the rights of both parties. (IV) Directors’ training records: The Company encourages the directors to participate in continuing education, and also retains professional institutions to offer courses in the Company for directors to take. Please refer to Note 3 for continuing education. (V) Implementation of risk management policies and risk evaluation measures: The Company operates by complying with laws and regulations, management procedures, and various internal systems, while conducting various risk assessments and controls. (VI) Implementation of customer relations policies: Other than honoring laws and contracts to protect the rights of both parties when the Company collaborates with clients, dedicated staff is assigned to contact and communicate with clients. (VII) Insurance purchased for directors by the Company: The Company has purchased liability insurance for directors. |
No material deviation |
27
Note 1: Implementation of the diversification policy for Board members
| Diversification item Name of director |
Operational judgement |
Operation and management |
Accounting and finance |
Business administration and economics |
Crisis management |
Industrial experience |
View of international market |
Leadership capabilities |
Decision- making capabilities |
|---|---|---|---|---|---|---|---|---|---|
| Lai, Wen-Hsiang | | | | | | | | | |
| Lai, Chun-Cheng | | | | | | | | | |
| Chin, Chia-Hong | | | | | | | | | |
| Lai, Huei-Hua | | | | | | | | | |
| Shi, Mao-Lin | | | | | | | | | |
| Huang, Chong-Chou | | | | | | | | | |
| Chang, Chun-Fu | | | | | | | | | |
Note 2: Assessment criteria of CPA independence
| Note 2: Assessment criteria of CPA independence | ||
|---|---|---|
| Evaluation item | Assessment outcome |
Independence achieved or not |
| 1. Do the assigned CPAs have anymaterial financial interest in the Company? | No | Yes |
| 2. Do the assigned CPAs have anyimproper relationshipwith the Company? | No | Yes |
| 3. Do the CPAs and their assistants fail to complywith ethics,fairness,and independence? | No | Yes |
| 4. Are the assigned CPAs currently to serve as directors, supervisors or managerial officers in the Company, or in any position with great and direct influence on the audit, or have they been in the most recent twoyears? |
No | Yes |
| 5. During the period of the audit, are the assigned CPAs, their spouses, or dependent relatives to serve as directors, supervisors or managerial officers in the Company, or in any position with great and direct influence on the audit? During the period of audit, are the relatives within the fourth tier of kinship of the assigned CPAs to serve as directors, supervisors or managerial officers in the Company, or in any position with great and direct influence on the audit? This is a violation of independence. |
No | Yes |
| 6. Are the names of assigned CPAs used byothers? | No | Yes |
| 7. Do the assigned CPAs have any monetary borrowing from or to the Company? However, normal business relationships with the financial industryare not subject to this restriction. |
No | Yes |
| 8. Do the assigned CPAs have anyother sidejobs that maylose their independence? | No | Yes |
| 9. Do the assigned CPAs receive anycommissions related to their business? | No | Yes |
| 10. Do the assigned CPAs hold shares in the Company? | No | Yes |
| 11. Do the assigned CPAs concurrentlycarryout recurringtasks with fixed wages in the Company? | No | Yes |
| 12. Do the assigned CPAs have any joint investments orprofit sharingwith the Company? | No | Yes |
| 13. Are the assigned CPAs involved with the management functions for the decision-making of the Company? |
No | Yes |
28
Note 3: Directors’ continuing education:
| Title | Name | Date of training | Course organizer | Course name | Training hours |
|---|---|---|---|---|---|
| Chairman | Lai, Wen- Hsiang |
August 7, 2020 | Taiwan Corporate Governance Association |
Information disclosure and transparency | 3 |
| November 4, 2020 |
Securities and Futures Institute | Corporate governance and regulations of securities |
3 | ||
| Director | Lai, Chun- Cheng |
November 4, 2020 |
Securities and Futures Institute | Corporate governance and regulations of securities |
3 |
| November 6, 2020 |
Taiwan Corporate Governance Association |
Corporate governance blueprint and vision of corporate social responsibility |
3 | ||
| November 12, 2020 |
Securities and Futures Institute | Discussion regarding enterprise stances on information security governance: centered on legal practices |
3 | ||
| November 23, 2020 |
Securities and Futures Institute | The impact from the latest amendments to insurance coverage regulations on the rights and obligations of directors and supervisors |
3 | ||
| Director | Chin, Chia- Hong |
August 7, 2020 | Taiwan Corporate Governance Association |
Information disclosure and transparency | 3 |
| November 4, 2020 |
Securities and Futures Institute | Corporate governance and regulations of securities |
3 | ||
| Director | Su, Ming-De (Note) |
August 7, 2020 | Taiwan Corporate Governance Association |
Information disclosure and transparency | 3 |
| September 17, 2020 |
Taiwan Corporate Governance Association |
Functions of the Board of Directors and multi- aspect decision-makingmodels |
3 | ||
| September 21, 2020 |
Taiwan Stock Exchange | Corporate governance 3.0 for public companies: agenda of sustainable development blueprint |
3 | ||
| November 4, 2020 |
Securities and Futures Institute | Corporate governance and regulations of securities |
3 | ||
| November 10, 2020 |
Taiwan Corporate Governance Association |
The global economic trend of low-growth, high- risk and manyopportunities |
3 | ||
| Independent Director |
Shi, Mao-Lin | September 2, 2020 |
Taiwan Academy of Banking and Finance |
Development of corporate governance practice, enterprise strategies for managingintellectual |
3 |
| September 2, 2020 |
Taiwan Academy of Banking and Finance |
Reflection and outlook of risk control for anti- moneylaundering |
3 | ||
| November 4, 2020 |
Securities and Futures Institute | Corporate governance and regulations of securities |
3 | ||
| November 6, 2020 |
Taiwan Corporate Governance Association |
Corporate governance blueprint and vision of corporate social responsibility |
3 | ||
| Independent Director |
Huang, Chong-Chou |
July 31, 2020 | Taiwan Corporate Governance Association |
Seeing through key messages hidden in financial statements |
3 |
| August 21, 2020 | Taiwan Corporate Governance Association |
[CGP-Advanced] How companies conduct fraud detection well and establish whistle-blowing |
3 | ||
| November 4, 2020 |
Securities and Futures Institute | Corporate governance and regulations of securities |
3 | ||
| November 6, 2020 |
Taiwan Corporate Governance Association |
Corporate governance blueprint and vision of corporate social responsibility |
3 | ||
| Independent Director |
Chang, Chun- Fu |
November 4, 2020 |
Securities and Futures Institute | Corporate governance and regulations of securities |
3 |
| November 6, 2020 |
Taiwan Corporate Governance Association |
Corporate governance blueprint and vision of corporate social responsibility |
3 | ||
| December 8, 2020 |
Taiwan Corporate Governance Association |
Red flags of fraud in false financial statements | 3 | ||
| December 24, 2020 |
Taiwan Corporate Governance Association |
Prevention of insider trading | 3 |
Note: Director, Su, Ming-De resigned on December 3, 2020, due to busy business
29
(IV)The composition, duties, and operation of the Remuneration Committee:
- Information about the Remuneration Committee members
| Designation | Qualification Name |
Meet the following professional qualification requirements, together with at least five years work experience |
Meet the following professional qualification requirements, together with at least five years work experience |
Meet the following professional qualification requirements, together with at least five years work experience |
Independence status (Note 1) | Independence status (Note 1) | Independence status (Note 1) | Independence status (Note 1) | Independence status (Note 1) | Independence status (Note 1) | Independence status (Note 1) | Independence status (Note 1) | Independence status (Note 1) | Independence status (Note 1) | Number of companies where they also serve as a member in the Remuneration Committee |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| An instructor or higher position in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the Company in a public or private junior college, college or university |
A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the company |
Have work experience in commerce, law, finance or accounting, or otherwise necessary for the business of the company |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||
| Independent Director |
Shi, Mao- Lin |
| | | | | | | | | | | | | None | |
| Independent Director |
Huang, Chong- Chou |
- | - | | | | | | | | | | | | None | |
| Independent Director |
Chang, Chun-Fu |
- | - | | | | | | | | | | | | None |
Note 1: Members who, in the two years before being elected and during their term of office, meet any of the following situations, please tick “ ” in the appropriate corresponding boxes:
- (1) Not an employee of the Company or its affiliates.
(2) Not a director or supervisor of the Company or its affiliates (this restriction does not apply, however, when the person is an independent director appointed by the Company, its parent company, or a subsidiary pursuant to the Securities and Exchange Act or the local laws and regulations).
-
(3) The person and their spouse and minor children do not hold, in their own name or in another name, more than 1% of the Company’s total outstanding shares, nor is one of the Company’s top 10 natural-person shareholders.
-
(4) Not the spouse, a relative within the second tier of kinship, or a direct blood relative within the third tier of kinship of the managers listed under (1) or those listed under (2) and (3).
-
(5) Not a director, supervisor, or employee of an institutional shareholder directly holding at least 5% of the circulating shares of the Company or that ranks Top 5 in shareholding ratio or that assigns a representative to serve as director or supervisor of the Company according to Article 27 Paragraph 1 or 2 of the Company act (The same does not apply, however, to independent directors set up by the Company and its parent company or subsidiary or a subsidiary that shares the same parent company according to the Act or the local laws and regulations.)
-
(6) Not a director, supervisor, or employee of another company with the number of directors in the Company or shares entitled to votes accounting for a majority that is controlled by the same person (The same does not apply, however, to independent directors set up by the Company or its parent company or subsidiary or a subsidiary that shares the same parent company according to the Act or the local laws and regulations.)
-
(7) Not a director, supervisor, or employee of a company of which the Chairman or president (or equivalent) themselves or their
30
spouse also serve as the company’s Chairman or CEO (or equivalent) (this restriction does not apply, however, when the person is an independent director appointed by the Company, its parent company, or a subsidiary pursuant to the Securities and Exchange Act or the local laws and regulations).
-
(8) Not a director, supervisor, or manager, or shareholder holding at least 5% of shares of a specific company or institution that is financially or commercially related to the Company (The same does not apply, however, if the said specific company or institution holds at least 20% yet less than 50% of the circulating shares of the Company and to independent directors set up by the Company and its parent company or subsidiary or a subsidiary that shares the same parent company according to the Act or the local laws and regulations.)
-
(9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof, and the service provided is an audit service or a non-audit service of which the total compensation within the two most recent years exceeds NTD500,000. However, this shall not apply to the members of remuneration committee, public tender offer review committee or special committee for mergers and acquisitions who exercise their powers pursuant to the Securities and Exchange Act or the Business Mergers And Acquisitions Act.
-
(10) Not have any of the conditions defined in Article 30 of the Company Act.
2. Functions of the Remuneration Committee
-
(1) The Company’s Remuneration Committee has three members in total. The Remuneration Committee performs its duties with the due care of a good administrator and faithfully fulfills the following functions, and submits the recommendations to the Board of Directors for discussion:
-
A. Determine and periodically review the performance appraisal of the Company’s directors and managerial officers, and the remuneration policy, system, standard and structure.
-
B. Periodically evaluate and determine the Company’s remuneration to directors and managerial officers.
-
(2) Current term: from November 4, 2020, to November 3, 2023.
In 2020 and up to the publication date of the annual report, the Remuneration Committee held four (A) meetings, and the attendance of directors is summarizedas follows:
| Position | Name | Actual attendance (in non-voting capacity) (B) |
Attendance by proxy |
Actual attendance rate (%) (B/A) |
Remarks |
|---|---|---|---|---|---|
| Convener | Shi,Mao-Lin | 4 | 0 | 100% | - |
| Member | Huang, Chong- Chou |
4 | 0 | 100% | - |
| Member | Chang,Chun-Fu | 4 | 0 | 100% | - |
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3. Recent discussion and resolutions of the Remuneration Committee meetings.
| Term | Content of proposal | Resolution | The Company’s handling of the Remuneration Committee’s opinions |
|---|---|---|---|
| November 23, 2020 1st Term 1st Meeting |
1、Proposal to establish the “Procedures for Directors and Managerial Officers’ Remuneration”. |
Approved as it was | Submitted to the Board of Directors for resolution |
| December 28, 2020 1st Term 2nd Meeting |
1、Reviewed the applicable managerial officer candidates for the pre-review of remuneration submitted to the Remuneration Committee. |
Approved as it was | Submitted to the Board of Directors for resolution |
| January 29, 2021 1st Term 3rd Meeting |
1、Regular review of the implemented remunerations to the Company’s directors and managerial officers. 2、Proposal for distributing the 2020 year-end bonus to the Chairman and managerial officers. |
Approved as it was | Submitted to the Board of Directors for resolution |
| February 22, 2021 1st Term 4th Meeting |
1. Proposal for employees’ remuneration distribution for 2020. |
Approved as it was | Submitted to the Board of Directors for resolution |
Other items to be stated:
I. If the Board of Directors declines to adopt or modifies a recommendation of the Remuneration Committee, state the meeting date, term, contents of motions, resolution of the Board meeting, and the Company’s handling of the opinions of the Remuneration Committee (e.g. the remuneration passed by the Board exceeds the recommendation of the Remuneration Committee, the circumstances and cause for the difference shall be specified): None.
II. For resolutions adopted by the Remuneration Committee to which a member has a dissenting or qualified opinion which is on record or stated in a written statement, state the meeting date, term, contents of motions, opinion of each member, and the handling of such opinions: None.
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(V) Fulfillment of Corporate Social Responsibility, and variance from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance
| Evaluation item | Operation status | Variance from the Corporate Social Responsibility Best Practice Principles for TWSE/ TPEx Listed Companies, and the reason for any such variance |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| I.Does the Company follow the materiality principle to conduct risk assessment for environmental, social and corporate governance topics related to company operations, and establish policies or strategies related to risk management? |
| The Board of Directors has approved the “Corporate Governance Best Practice Principles” and the “Corporate Social Responsibility Best Practice Principles”on October 7, 2020. Moreover, inter-departmental meetings are held to discuss risk management plans or policies under the scope of the Company’s operating environment and corporate governance from time to time. Every year, the audit office and various departments identify the major operating risks of the next year and implement the Company’s risk management. |
No material deviation |
|
| II.Does the Company have a dedicated (or concurrent) CSR organization with authorization of the Board of Directors for senior management, which reports to the Board of Directors? |
| The Company complies with the “Corporate Social Responsibility Best Practice Principles”; the Board of Directors authorizes senior management to handle and report to the directors. |
No material deviation |
|
| III. Environmental topics | ||||
| (I) Has the Company set an environmental management system designed to industry characteristics? (II)Is the Company committed to improving resource efficiency and to the use of renewable materials with low environmental impact? (III) Does the Company evaluate current and future climate change potential risks and opportunities and take measures related to climate related topics? (IV) Does the Company collect data for greenhouse gas emissions, water usage and waste quantity in the past two years, and set energy conservation, greenhouse gas emissions reduction, water usage reduction and other waste managementpolicies? |
|
The Company has established the Environment, Safety and Health Department to set energy-saving goals, formulate energy-saving plans, promote and implement such plans to improve energy saving in response to climate change. Meanwhile, the Company collects statistics on greenhouse gas emissions, water consumption and waste, and formulates policies for energy saving, carbon reduction, and greenhouse gas reduction or the management of other waste, in order to maximize environmental protection. The Company is committed to improving the efficiency of the use of various resources, handling green procurement in procurement, saving water and electricity resources in daily affairs, implementing e-form operations, and making full use of recycled paper to reduce the impact on the environment. The Company is equipped with solar energy installations, and continues to promote energy-saving and carbon- reduction measures, encourages employees to turn off lights whenever they don’t need the lights, and installs water- saving faucets in the plants to avoid waste. Waste is strictly classified, recycled, and reduced to effectively reduce greenhouse gas emissions. Environmentally friendly energy- saving lamps have replaced old lamps. The Company has started collect statistics after obtaining the plant registration in January 2021, and regularly checks greenhouse gas emissions internally, based on which feasible plans for greenhouse gas reduction were proposed, for the actual implementation of reduction tasks. |
No material deviation No material deviation No material deviation No material deviation |
|
| IV. Social topics | ||||
| (I)Does the Company set policies and procedures in compliance with regulations and internationally recognized human rights principles? (II) Has the Company established appropriately managed employee welfare measures (including salary and compensation, leave and other benefits), and link operational performance or achievements to employee salary and |
|
The Company complies with the Labor Standards Act and related laws and regulations, has established an “employee handbook”, while respecting international human rights conventions to protect employees’ legal rights and employment policies without discrimination. The appointment and dismissal, remuneration, and other related benefits of the Company’s employees are based on the Company’s relevant internal control system or management procedures. Labor-capital meetings are held regularly to protect the basic interests of employees. The Company complies with the Labor Standards Act and related laws and regulations to formulate employee welfare measures, while reviewing the market wage level and performance annually to adjust employees’ compensation. Performance bonuses based on personal performance are also provided. In the Articles of Incorporation, it is specified |
No material deviation No material deviation |
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| Evaluation item | Operation status | Operation status | Operation status | Variance from the Corporate Social Responsibility Best Practice Principles for TWSE/ TPEx Listed Companies, and the reason for any such variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| compensation? | that a certain percentage of employees’ remunerations may be distributed based on the Company’s performance. |
|||
| (III) Does the Company provide employees with a safe and healthy working environment, with regular safety and health training? (IV)Has the Company established effective career development training plans? (V) Do the Company’s products and services comply with related regulations and international rules for customers’ health and safety, privacy, sales and labelling, and establish polices to protect consumers’ rights and consumer appeal procedures? (VI) Does the Company set supplier management policy and request suppliers to comply with related standards on environmental, occupational safety and health or labor rights topics, and their implementation status? |
|
| The Company arranges employees to perform various physical health checks every year and regularly implements various safety trainings. The Environment, Safety and Health Office regularly organizes safety and health education and training, as well as announcements to enhance employees or vendors’ awareness of occupational safety, to reduce accidents caused by unsafe behavior. The Company regularly conducts comprehensive employee health inspections to ensure that employees can control their own health. The Company regularly organizes internal training and external training every year to establish effective career development training programs for employees. The Company provides customized turnkey engineering services to meet clients’ demands. The products and services all comply with relevant regulations and international standards for customers’ health and safety, privacy, sales and labelling. In terms of protecting consumer rights, the Company’s website has a Stakeholders Section in place, which provides channels for all stakeholders to ask questions, file complaints, or make suggestions. The Company has established a supplier management policy. For the relationship with suppliers, the Company assesses whether the supplier is qualified from time to time. However, the Company has not yet established relevant regulations to have suppliers to comply with relevant standards on environmental protection, occupational safety and health, and labor and human rights issues. |
No material deviation No material deviation No material deviation A corporate social responsibility self-assessment questionnaire for suppliers will be established based on the Company’s operation and scale. |
| V. Does the Company refer to international reporting rules or guidelines to publish CSR reports to disclose non-financial information of the Company? Has the said report acquire third-party verification or a statement of assurance? |
| The Board of Directors has approved the “Corporate Social Responsibility Best Practice Principles” on October 7, 2020, and disclosed it on the Market Observation Post System. However, the CSR reports prepared pursuant to international reporting rules or guidelines are still in process. They will be updated on the website once completed, to protect the rights of shareholders and investors. |
In progress | |
| VI. If the Company has established its corporate social responsibility practice principles according to the “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”, please describe the operational status and variance: The Board of Directors has approved the “Corporate Social Responsibility Best Practice Principles” on October 7, 2020. Currently, there is no material deviation, and the Companywill continue implementingCSR. |
||||
| VII. Other important information to facilitate better understandingof the Company’s implementation of corporate social responsibility: None |
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(VI) Fulfillment of ethical corporate management, and variance from the Ethical Corporate Management Best Practice Principles for TWSE/ TPEx Listed Companies, and the reason for any such variance
| Assessment Item | Operation status | Operation status | Operation status | Variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Establishment of corporate conduct and ethicspolicies and implementation measures | ||||
| (I) Does the company have clear ethical corporate management policies approved by its Board of Directors and bylaws and publicly available documents addressing its corporate conduct and ethics policies and measures, and commitment from the Board of Directors and the upper management regarding the implementation of such policies? (II)Has the Company established an assessment mechanism for the risk of unethical conduct, regularly analyzes and evaluates the business activities with higher risks of unethical conduct within a business context, and formulated a program to prevent unethical conduct with a scope no less than the activities prescribed in Article 7, paragraph 2 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”? (III)Has the Company established relevant policies that are duly enforced to prevent unethical conduct, provided implementation procedures, guidelines, consequences of violation and appealing procedures, and periodically reviews and revises such policies? |
|
The Board of Directors has approved the “Operational Procedures and Conduct Guidelines for Ethical Management” and the “Ethical Corporate Management Best Practice Principles” on October 7, 2020. Both are disclosed on the Market Observation Post System and will be referred to for continual implementation of ethical management policy. In the “Operational Procedures and Conduct Guidelines for Ethical Management”, the Company specifies that unethical conduct means that any personnel of the Company, in the course of their duties, directly or indirectly provides, promises, requests, or accepts improper benefits or commits a breach of ethics, unlawful act, or breach of fiduciary duty for purposes of acquiring or maintaining benefits; which is the basis of analysis and assessment of unethical conduct within the business scope. The Board of Directors has approved the “Operational Procedures and Conduct Guidelines for Ethical Management” on October 7, 2020, to specifically regulate the conduct that the personnel must observe when doing business; the procedures are required to be fully understood and observed. For unethical conduct, regardless of level, disciplinary actions will be taken pursuant to the “Work Rules Manual”; channels for complaints are provided to employees to handle the opinions of employees alleging what they believe is unfair and unreasonable treatment. The Company’s employees are required to pay extra attention to observe such regulations when handling various businesses, to avoid violations. |
No material deviation No material deviation No material deviation |
|
| II. Ethic managementpractice | ||||
| (I) Has the Company assessed the ethics records of parties it has business relationships with and included business conduct and ethics related clauses in business contracts? (II) Has the Company set up a unit under the Board of Directors which is dedicated to promoting the Company’s ethical standards and regularly (at least once a year) reports to the Board of Directors on its ethical corporate management policies and plans to prevent unethical conduct and monitoring of its implementation? (III) Has the Company established policies to prevent conflicts of interests, provided appropriate communication and complaint channels and implemented such policies properly? (IV)To implement relevant policies on ethical conduct, has the Company established effective accounting and internal control systems, audit plans based on the assessment of unethical conduct, and have its ethical conduct program audited by internal auditors or CPAs periodically? |
|
The Company’s business activities are carried out based on the contracts with the counterparties; most of the commercial contracts clearly stipulate the clauses related to ethical conducts. The audit office is a unit responsible for promoting ethical corporate management, implementing and supervising programs preventing unethical conduct. Since the Company only registered as an emerging stock in November 2020, the implementation results of ethical management in 2020 have not yet been reported to the Board of Directors. In the future, such reports will be made to the Board of Directors annually, to assist the Board of Directors and management to check and assess whether the preventive programs established for ethical management are operated effectively. The “Ethical Corporate Management Best Practice Principles” and the “Operational Procedures and Conduct Guidelines for Ethical Management” established by the Company have specified policies for preventing conflicts of interests, as a complete guideline. The Company provides appropriate presentation channels for employees to state their opinions both internally and on the Company website. The Company has established an effective accounting system and internal control system for the implementation of ethical management, to ensure the effectiveness of the financial reporting process and internal control; the internal audit unit prioritizes high-risk operations as the primary audit item of the annual audit plan based on risk assessment, or carries out project audits from time to time as needed. The |
No material deviation No material deviation No material deviation No material deviation |
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| Assessment Item | Operation status | Operation status | Operation status | Variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| implementation of the audit plan or the results of the project audits are reported to the Audit Committee and the Board of Directors. |
||||
| (V)Does the Company provide internal and external ethical conduct training programs on a regular basis? |
| The “Ethical Corporate Management Best Practice Principles” and the “Operational Procedures and Conduct Guidelines for Ethical Management” established by the Company are announced on the billboard and required to be fully understood and observed by all employees. New recruits are given orientations, and related staff is required to attend seminars or courses provided by the competent authorities or professional groups. |
No material deviation |
|
| III. Implementation of reporting procedures | ||||
| (I)Does the Company establish specific reporting and reward procedures, set up conveniently accessible reporting channels, and designate responsible individuals to handle the reports received? (II)Has the Company established standard operational procedures for investigating the reports received, follow-up measures after investigations are completed, and ensuring such reports are handled in a confidential manner? (III)Does the Company adopt proper measures to prevent whistle blowers from retaliation for their whistle-blowing? |
|
The Company has an internal reporting channel. Employees may file reports about violations of the Company’s ethical management. Appropriate personnel is assigned to handle the parties who have been reported. However, a reporting and reward system has not been established, and its establishment will be handled as appropriate. The Company keeps all reports confidential, but no standard operational procedures are established for report investigation. The Company adopts proper measures to prevent whistle blowers from retaliation for their whistle-blowing? |
No material deviation No material deviation No material deviation |
|
| IV. Enhancing information disclosure Does the Company disclose its ethical corporate management best practice principles as well as information about the implementation of such guidelines on its website and the Market Observation Post System? |
| The Company has established a Company website to disclose information related to ethical management with an investor’s mailbox. Both employees and vendors may use the mailbox to file complaints. |
No material deviation |
|
| V. If the Company has established its own ethical corporate management best practice principles based on the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”, please describe any discrepancy between the policies and their implementation: the Board of Directors has approved the “Operational Procedures and Conduct Guidelines for Ethical Management” and the “Ethical Corporate Management Best Practice Principles” on October 7, 2020. Both are disclosed on the Market Observation Post System and will be referred to for the continued implementation of ethical managementpolicies. |
||||
| VI. Other important information to facilitate better understanding of the Company’s ethical corporate management practices: (e.g., reviewing and amending the Company’s corporate management best practice principles): the operation of ethical management is fully described as above. Please refer to the Company’s website for the implementation of ethical management. In the future, the “Ethical Corporate Management Best Practice Principles” will be assessed regularly and amended as needed. |
(VII) If the Corporate Governance Best Practice Principles and other regulations are in place, the Company shall disclose the inquiry method:
The Board of Directors has approved the “Corporate Governance Best Practice Principles” on October 7, 2020. The risks of corporate governance are assessed timely for the Company to formulate related strategies. It is handled pursuant to the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”. For the regulations that apply to the Company in regards of corporate governance, the status is fully disclosed in the Market Observation Post System as required by the competent authorities. Please check: http://mops.twse.com.tw
(VIII) Other information to facilitate better understanding of the Company’s operation of corporate governance: None
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(IX) Implementation of the internal control system
1. Statement of Internal Control:
Century Wind Power Co., Ltd.
Statement of Internal Control
Date: February 22, 2021
Based on the findings of the self-assessment, the Company states the following with regard to its internal control system during the year 2020: I. The Company is aware that the Board of Directors and management are responsible for establishing, implementing, and maintaining an adequate internal control system. The Company has already established this system. Its objective is to provide reasonable assurance over the effectiveness and efficiency of operations (including profitability, performance and safeguarding of assets), reliability, timeliness and transparency of reporting, and compliance with applicable rulings, laws and regulations. II. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its stated objectives. Moreover, the effectiveness of an internal control system may be subject to changes due to changes in the environment and circumstances. Nevertheless, the Company’s internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies. III. The Company evaluates the design and operating effectiveness of its internal control system based on the criteria for evaluating the effectiveness of internal control systems provided in the “Regulations Governing the Establishment of Internal Control Systems by Public Companies” (the “Regulations” hereafter). The criteria adopted by the Regulations identify five key components of managerial internal control: (1) control environment, (2) risk assessment and response, (3) control activities, (4) information and communication, and (5) monitoring activities. Each component includes several items. For the said items, please refer to the Regulations. IV. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations. V. Based on the findings of such evaluation, the Company believes that as of December 31, 2020, it has maintained, in all material respects, an effective internal control system (including the supervision and management of subsidiaries), to provide reasonable assurance over operational effectiveness and efficiency, reliability, timeliness and transparency of reporting, and compliance with applicable rulings, laws and regulations. VI. This Statement is an integral part of the Company’s annual report and prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act. VII. This Statement was passed by the Board of Directors in their meeting held on February 22, 2021, with none of the six attending directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.
Century Wind Power Co., Ltd.
Chairman, Lai, Wen-Hsiang President, Li, Chien-Cheng
37
- Audit report of the CPAs’ special audit of the internal control system:
Review Report of Internal Control System
Attached please find the Declaration of Internal Control System of Century Wind Power Co., Ltd. as of August 7, 2020; which has been evaluated for the internal control system related to the financial reporting and safe-guarding the asset security, and reviewed by the CPAs. Maintaining the effective internal control system and evaluating its effectiveness, are responsibility of the Company’s management. The responsibility of the CPAs is to express the opinion regarding the effectiveness of the Company’s internal control system, and the Declaration of Internal Control System of the aforesaid company.
Pursuant to the “Regulations Governing the Establishment of Internal Control Systems by Public Companies” and general recognized auditing standards, the CPAs plan and execute the review tasks, to reasonably assure if effectiveness of the aforesaid internal control system of the Company is maintain in the material aspects. The review tasks include the understanding the Company’s internal control system, evaluating the process where the management evaluates the overall internal control system’s effectiveness, testing and evaluating the effectiveness of design and execution of the internal control system, and other reviewing procedure deemed necessary by the CPAs. The CPAs believe such review tasks may provide the reasonable foundation to the expressed opinions.
An internal control system has inherent limitations. Therefore, it is possible that the aforesaid internal control system of Century Wind Power Co., Ltd. may not prevent or detect the occurred fault or fraud. In addition, the environment in the future may change, and the compliance with the internal control system may be lower; therefore, the internal control system effective during this period, may not be effective in the future.
Pursuant to CPAs’ opinion and based on the criteria determining the effectiveness of internal control, set forth in the “Regulations Governing the Establishment of Internal Control Systems by Public Companies,” Century Wind Power Co., Ltd.’s internal control system related to the financial reporting and safe-guarding the asset security, whose design and execution, as of June 30, 2020, are able to maintain effectiveness in all material aspects; the Declaration of Internal Control System issued by Century Wind Power Co., Ltd. on of August 7, 2020, which has been evaluated for the internal control system related to the financial reporting and safeguarding the asset security, is fair in all material aspects.
Century Wind Power Co., Ltd. has established the operational procedures for acquisition and disposal of assets, managing loaning of funds to others, managing endorsement/guarantee to others, managing related party transaction, process of preparing financial statements, and supervising and managing subsidiaries, pursuant to the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies,” the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies,” Regulations Governing Establishment of Internal Control Systems by Public Companies,” and other related laws and regulations.
EY Taiwan
Cheng, Ching-Biao Certified Public Accountant Hung, Mao-Yi
August 7, 2020
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 and up to the publication date of the annual report, the main shortcomings and status of improvement: None.
(XI) Material resolutions of a shareholders meeting or a Board of Directors meeting during the most recent fiscal year and up to the date of publication of the annual report
- Material resolutions adopted by the 2020 general shareholders’ meeting and the implementation in 2020 and up to the publication date of the annual report
| Meeting | Date | Material resolution | Implementation |
|---|---|---|---|
| General Shareholders’ Meeting |
June 5, 2020 | 1. Ratifying the proposal for the 2019 business report and financial statements. |
Ratified by the shareholders’ meeting. |
| 2. Ratifying the proposal for the 2019 deficit compensation. | Ratified by the shareholders’ meeting. |
||
| 3、Approved to amend some clauses of the Company’s Articles of Incorporation. |
Changes to the registration have been made to the MOEA as required. |
||
| 4、Approved the proposal for amending some provisions of the Company’s “Procedure for Acquisition or Disposal of Assets”. |
Has taken effect since the resolution was adopted by the general shareholders’ meeting. The amended procedures applyto related affairs |
||
| 5、Approved the proposal for amending some provisions of the Company’s “Operational Procedures for Loaning of Company Funds”. |
Has taken effect since the resolution was adopted by the general shareholders’ meeting. The amended procedures applyto related affairs |
||
| 6. Approved the proposal for amending some provisions of the Company’s “Operational Procedures for Endorsements and Guarantees”. |
Has taken effect since the resolution was adopted by the general shareholders’ meeting. The amended procedures applyto related affairs |
||
| 7. Approved to establish the “Rules of Procedure for Shareholder Meetings”. |
Has taken effect since the resolution was adopted by the general shareholders’ meeting. The amended procedures applyto related affairs |
||
| 8. Approved to establish the “Rules for Director and Supervisor Elections”. |
Has taken effect since the resolution was adopted by the general shareholders’ meeting. The amended procedures applyto related affairs |
||
| 9. Full re-election of directors and supervisors. | Changes to the registration have been made to the MOEA as required. |
||
| 10. Approved the proposal to relieve the non-competition restrictions for the newly-elected directors and their representatives. |
Has taken effect since the resolution was adopted by the shareholders’ meeting. |
||
| Extraordinary Shareholders’ Meeting |
November 4, 2020 |
1. Ratifying the proposal for the 2019 deficit compensation. | Ratified by the shareholders’ meeting. |
| 2、Approved to amend some clauses of the Company’s Articles of Incorporation. |
Changes to the registration have been made to the MOEA as required, and they have been announced and reported. |
||
| 3、Approved the proposal for amending some provisions of the Company’s “Procedure for Acquisition or Disposal of Assets”. |
Has taken effect since the resolution was adopted by the general shareholders’ meeting. The amended procedures applyto related affairs |
||
4、Approved the proposal for amending some provisions of the Company’s “Operational Procedures for Loaning of Company Funds”. |
Has taken effect since the resolution was adopted by the general shareholders’ meeting. The amended procedures applyto related affairs. |
||
| 5、Approved the proposal for amending some provisions of the Company’s “Operational Procedures for Endorsements and Guarantees”. |
Has taken effect since the resolution was adopted by the general shareholders’ meeting. The amended procedures applyto related affairs |
||
| 6、Approved to amend some articles of the Company’s “Rules of Procedure of Shareholder Meetings”. |
Has taken effect since the resolution was adopted by the general shareholders’ meeting. The amended procedures applyto related affairs |
||
| 7、Approved to amend some clauses of the Company’s “Rules for Director and Supervisor Elections”. |
Has taken effect since the resolution was adopted bythegeneral |
39
| Meeting | Date | Material resolution | Implementation |
|---|---|---|---|
| shareholders’ meeting. The amended procedures applyto related affairs |
|||
| 8、Approved the cash capital increase for the public underwriting of initial public offering (IPO), and the full abandonment of subscription byoriginal shareholders. |
Has taken effect since the resolution was adopted by the shareholders’ meeting. |
||
| 9. Full re-election of all directors of the Company (three independent directors included). |
Changes to the registration have been made to the MOEA as required, and they have been announced and reported. |
||
| 10. Approved the proposal to relieve the non-competition restrictions for the newly-elected directors and their representatives. |
Has taken effect since the resolution was adopted by the shareholders’ meeting. |
||
| Extraordinary Shareholders’ Meeting |
February 25, 2021 |
1、Approved the cash capital increase for the public underwriting of initial public offering (IPO), and the full abandonment of subscription byoriginal shareholders. |
Has taken effect since the resolution was adopted by the shareholders’ meeting. |
2. Election of one director to fill a vacant seat |
Changes to the registration have been made to the MOEA as required, and they have been announced and reported. |
- Material resolutions of the Board of Directors’ meetings in 2020 and up to the publication date of the annual report
| annual report | |
|---|---|
| Date and term of the Board meeting |
Material resolution |
| March 10, 2020 1st Term 14th Meeting |
1. Approved the proposal for assigning certifying accounting firm and certifying CPAs. 2. Approved the proposal to distribute employees, directors and supervisors’ remuneration for 2019. 3. Approved the proposal for the 2019 business report, financial statements, and consolidated financial statements. 4. Approved the proposal of the 2019 deficit compensation. 5. Approved the public offering of the Company’s shares. 6. Approved to apply for the Company to be registered for trading of emerging stocks on the TPEx. 7. Approved to establish the Company’s management procedures. 8. Approved the proposal for establishing the internal control system 9. Approved to amend some clauses of the Company’s Articles of Incorporation. 10. Approved the proposal for amending some provisions of the Company’s “Procedure for Acquisition or Disposal of Assets”. 11. Approved the proposal for amending some provisions of the Company’s “Operational Procedures for Loaning of Company Funds”. 12. Approved the proposal for amending some provisions of the Company’s “Operational Procedures for Endorsements and Guarantees” 13. Approved the full re-election of directors and supervisors 14. Approved theproposal to determine the date,time,venue and subject of conveningof the 2020general shareholders’ meeting. |
| April 30, 2020 1st Term 15th Meeting |
1. Approved to amend some clauses of the Company’s Articles of Incorporation. 2. Approved the proposal to assign the finance manager Liao, Wan-Ling as the finance and accounting officer. 3. Approved the assignment of Yu, Cheng-Ting as audit officer 4. Approved to establish the Company’s management procedures. 5. Approved to establish the Company’s “Details of Internal Audit Implementation”. 6. Approved the proposal to relieve the non-competition restrictions for the newly-elected directors and their representatives. 7. Approved the proposal for issuing new shares as capital increase in cash. 8. Approved the corrections to the agenda of the Company’s 2020 general shareholders’ meeting. 9. Approved the budgets for the construction of the Company’s Phase II and IIIplant at Taipei Port South Wharf. |
| June 5, 2020 2nd Term 1st Meeting |
1. Approved the election of the Company’s new Chairman |
| August 7, 2020 2nd Term 2nd Meeting |
1. Approved the Company’s Internal Control System Statement to be declared and the proposal to assign CPAs to review the internal control system. 2. Approved the employment of Lai, Hsuan-Fen as vice president of the Company’s Business Department. 3. Approved to relieve the non-competition restrictions for managerial officers. |
40
| Date and term of the Board meeting |
Material resolution |
|---|---|
| 4. Approved to ratify Huang, Kuo-Chi as the associate vice president of the Company’s Engineering Department. 5. Approved the Company’s Health Operation Plan. 6. Approved theproposal for the Companyto fullyswitch to intangible shares. |
|
| August 28, 2020 2nd Term 3rd Meeting |
1. Approval for the Company to procure a batch of steel structures for the construction of the Phase I plant at Taipei Port from Century Iron & Steel Industrial Co, Ltd. 2. Approval for the Company to contract the construction of the Phase I plant at Taipei Port to Kuo-Yeh Construction Co., Ltd. for construction. 3. Approved to contract the construction of the Company’s Phase I plant at Taipei Port to Yung Cheng Electromechanical Engineering for electromechanical engineering . 4. Approval for the Comapny to contract the construction of Phase I plant at Taipei Port to Xuyuan Construction Co., Ltd. for civil engineering. 5. Approval for the Company to procure a batch of steel material from Hsin Kuang Steel Company Limited for the Phase II and III plant at Taipei Port. 6. Approval to procure a batch of hoists to develop the manufacturing business of underwater foundations for wind power. 7. Approval for the Company to contract the construction of the plants at Taipei Port to Anrui Engineering Limited for lifting and hoisting. 8. Approval for the Company to lease lands at Taipei Port South Wharf from Taiwan Ports Co., Ltd. 9. Approved theproposal for amendingsomeprovisions of the Company’s “Procedure for Acquisition or Disposal of Assets”. |
| September 23, 2020 2nd Term 4th Meeting |
1. Approved to amend some clauses of the Company’s Articles of Incorporation. 2. Approved the full re-election of directors (three independent directors included) and the establishment of the Audit Committee. 3. Approved matters related to the Company’s acceptance of nominating director candidates. 4. Approved the list of the Company’s nominated director candidates. 5. Approved the proposal to relieve the non-competition restrictions for the newly-elected directors and their representatives. 6. Approved the proposal for amending some provisions of the Company’s “Procedure for Acquisition or Disposal of Assets”. 7. Approved the proposal for amending some provisions of the Company’s “Operational Procedures for Loaning of Company Funds”. 8. Approved the proposal for amending some provisions of the Company’s “Operational Procedures for Endorsements and Guarantees”. 9. Approved to amend some articles of the Company’s “Rules of Procedure of Board Meetings”. 10. Approved to amend some articles of the Company’s “Rules of Procedure of Shareholder Meetings”. 11. Approved to amend some clauses of the Company’s “Rules for Director and Supervisor Elections”. 12. Approved to apply for the Company to be registered for trading of emerging stocks on the TPEx. 13. Approved the cash capital increase for the public underwriting of initial public offering (IPO), and the full abandonment of subscription by original shareholders. 14. Approved the proposal to determine the date, time, venue and subject of convening of the first extraordinary shareholders’ meeting in 2020. 15. Approval for the Company to contract the construction of the Phase II plant at Taipei Port to Yung Cheng Electromechanical Engineering for electromechanical engineering. 16. Approval for the Company to contract the construction of the Phase I plant at Taipei Port to Yung Lung Enterprise for the electric engineering for air-conditioning equipment. 17. Approved to assign Huang, Ting-Yang as vice president of the Company’s Finance Department. 18. Approved theproposal for the 2019 deficit compensation. |
| October 7, 2020 2nd Term 5th Meeting |
1. Approved to establish the Company’s “Corporate Social Responsibility Best Practice Principles”. 2. Approved to establish the Company’s “Ethical Corporate Management Best Practice Principles”. 3. Approved to establish the Company’s “Operational Procedures and Conduct Guidelines for Ethical Management”. 4. Approved to establish the Company’s “Code of Ethical Conduct”. 5. Approved to establish the Company’s “Corporate Governance Best Practice Principles”. 6. Approved to establish the Company’s “Regulations of Function Scope of Independent Directors”. 7. Approved to establish the Company’s “Charter of the Remuneration Committee” and “Management Procedures of the Remuneration Committee’s Operations”. 8. Approved to establish the Company’s “Charter of the Audit Committee” and “Management Procedures of the Audit Committee’s Operations”. 9. Approved to establish the “Management Procedures to Prevent Insider Trading”. 10. Approved the proposal to amend some cycles in the Company’s “Internal Control System” and the “Details of Internal Audit Implementation”. 11. Approved to amend the Company’s management procedures. 12. Approval for the Company to contract the construction of the Phase II plant at Taipei Port to Guang Chao Construction Material for flexible gates. |
41
==> picture [483 x 497] intentionally omitted <==
----- Start of picture text -----
Date and term of the
Material resolution
Board meeting
November 4, 2020
1. Approved the election of the Company’s new Chairman
3rd Term
2. Approved the assignment of the Remuneration Committee members.
1st Meeting
1. Approval for the Company to procure a batch of steel structures from Century Iron & Steel Industrial Co, Ltd. for the Phase III plant at Taipei
Port.
2. Approved the 2021 business plan and annual budgets.
3. Approved the 2021 audit plan.
4. Approved the proposal to elect one director to fill a vacant seat.
5. Approved matters related to the Company’s acceptance of nominating director candidates.
6. Approved the list of the Company’s nominated director candidates.
December 28, 2020
7. Approved the cash capital increase for the public underwriting of initial public offering (IPO), and the full abandonment of subscription by
3rd Term
original shareholders.
2nd Meeting
8. Approved the proposal to determine the date, time, venue and subject of convening of the first extraordinary shareholders’ meeting in 2021.
9. Approved the proposal to establish the Company’s “Procedures for Directors and Managerial Officers’ Remuneration”.
10. Approved the review of the applicable managerial officer candidates for the pre-review of remuneration submitted to the Remuneration
Committee.
11. Approved the proposal to assess the independence of the certifying CPAs.
12. Approved the proposal for the audit and certification of the 2020 financial statements and professional fee payment.
1. Approved the regular review of the implemented remunerations to the Company’s directors and managerial officers.
2. Approved the proposal for distributing the 2020 year-end bonus to the Chairman and managerial officers.
January 29, 2021
3. Approved to amend some provisions of the Company’s “Rules of Procedure of Board Meetings”.
3rd Term
4. Approved the proposal for amending some provisions of the Company’s “Procedure for Acquisition or Disposal of Assets”.
3rd Meeting
5. Approved the proposal to assess the independence of the certifying CPAs.
6. Approved the proposal for the audit and certification of the 2021 financial statements and professional fee payment.
1. Approved the proposal for employees’ remuneration distribution for 2020.
2. Approved the proposal of the 2020 business report and financial statements.
3. Approved the proposal of the 2020 earnings distribution.
February 22, 2021 4. Approved the proposal of the 2020 Internal Control System Statement.
3rd Term 5. Approved the “Management Procedures for Approval Authorities”.
4th Meeting 6. Approved the plan for the Company to apply for share listing.
7. Approved the cash capital increase for the public underwriting of initial public offering (IPO), and the full abandonment of subscription by
original shareholders.
8. Approved the proposal to determine the date, time, venue and subject of convening of the 2021 general shareholders’ meeting
----- End of picture text -----
(XII) Where, during the most recent fiscal year and up to the date of publication of the annual report, a director or supervisor 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, disclose the principal content thereof: None.
(XIII) A summary of resignations and dismissals, during the most recent fiscal year and up to the date of publication of the annual report, resignation or discharge of the Company’s Chairman, president, chief
accounting officer, chief financial officer, chief internal auditor, chief corporate governance officer, and chief
research and development officer:
| Position | Name | Inauguration date | Discharge date | Reason for resignation ordischarge |
|---|---|---|---|---|
| Finance Officer |
Huang, Ting- Yang |
September 7, 2020 | December 25, 2020 | Career plan |
42
V. Information on CPA professional fees:
(I) CPA professional feesRanges of CPA professional fees
| Name ofaccountingfirm: | Name ofCPA | Name ofCPA | Audit period | Remarks |
|---|---|---|---|---|
| EY Taiwan | Cheng, Ching-Piao |
Hung, Mao-Yi |
January 1, 2020 to December 31,2020 |
- |
Unit: NTD thousand
| Professional fee item Amount range |
Professional fee item Amount range |
Audit fee | Non-audit fee | Total |
|---|---|---|---|---|
| 1 | Lessthan NTD 2,000 thousand | | | |
| 2 | NTD 2,000 thousand (inclusive) to NTD 4,000 thousand |
| | |
| 3 | NTD 4,000 thousand (inclusive) to NTD 6,000 thousand |
|||
| 4 | NTD 6,000 thousand (inclusive) to NTD 8,000 thousand |
|||
| 5 | NTD 8,000 thousand (inclusive) to NTD 10,000 thousand |
|||
| 6 | Over NTD 10,000 thousand(inclusive) |
(II) When the non-audit public expenditure paid to CPAs, their firms, and their associated enterprises accounts for more than one-fourth of the audit public expenditure, the values of both audit and non-audit public expenditures and contents of non-audit services shall be disclosed:
Unit: NTD thousand
==> picture [483 x 217] intentionally omitted <==
----- Start of picture text -----
Non-audit fee
Name of CPA’s
accounting CPA [Audit] audit Remarks
fee System Commercial/industrial Human
firm: period
design registration resources [Others Subtotal]
Non-audit fees:
Fees for
amendments to the
Cheng,
Articles of
Ching- January 1,
Incorporation, re-
Piao 2020 to
EY Taiwan 2,200 0 22 0 0 22 election of directors
Hung, December
and supervisors, and
Mao- 31, 2020
changes to the
Yi
registration due to
the issuing of new
shares in 2020.
----- End of picture text -----
(III) Replacement of independent auditing firm and reduction in audit fees paid during the year of replacement compared with the previous year: None.
- (IV) Reduction in audit fees by more than 15% compared with the previous year, the reduced amount of audit fees, percentages, and reasons: None.
VI. Information about replacement of CPAs: None.
43
-
VII. Name of auditing firm or its affiliates at which the Company’s Chairman, president, or managers responsible for financial or accounting matters was an employee in the most recent year, their position and employment period: None.
-
VIII. 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
- (I) Changes in equity of directors, supervisors, managers and major shareholders holding 10% or more stake
Unit: shares
| Title | Name | 2020 | 2020 | 2021 upto March 30 | 2021 upto March 30 |
|---|---|---|---|---|---|
| Increase (decrease) in shares held |
Increase (decrease) in sharespledged |
Increase (decrease) in shares held |
Increase (decrease) in sharespledged |
||
| Chairman | Century Iron & Steel Industrial Co,Ltd. |
5,823,251 | 0 | 0 | 0 |
| Representative: Lai,Wen-Hsiang | 21,545 | 0 | 0 | 0 | |
| Director | Representative of E-Poly Thermal Controls Co.,Ltd.: |
0 | 0 | N/A | N/A |
| Chuang,Chien-Hung (Note 2) | 0 | 0 | N/A | N/A | |
| Director | Representative of Taiwan Ship & Offshore TechnologyLtd. |
0 | 0 | N/A | N/A |
| Representative: Lin, Ming-Hung (Note 2) |
0 | 0 | N/A | N/A | |
| Director | Lai,Chun-Cheng(Note 3) | 77,590 | 0 | 0 | 0 |
| Director | Su,Ming-De(Note 4) | 0 | 0 | N/A | N/A |
| Director | Chang De Management ConsultingCorporation(Note 3). |
26,681 | 0 | 0 | 0 |
| Representative: Chin, Chia- Hong(Note 3) |
0 | 0 | 0 | 0 | |
| Director | Yang,Tien-Cheng(Note 5) | 70,000 | 0 | N/A | N/A |
| Director | Lai,Huei-Hua(Note 6) | N/A | N/A | 0 | 0 |
| Independent Director | Shi,Mao-Lin(Note 7) | 0 | 0 | 0 | 0 |
| Independent Director | Huang,Chong-Chou(Note 7) | 0 | 0 | 0 | 0 |
| Independent Director | Chang,Chun-Fu(Note 7) | 0 | 0 | 0 | 0 |
| Supervisor | Li,Ching-Chin(Note 5) | 284,200 | 0 | N/A | N/A |
| Supervisor | Lin,Chun-Yuan(Note 5) | 0 | 0 | N/A | N/A |
| President | Li,Chien-Cheng | (5,000) | 0 | 0 | 0 |
| Vice President, Business Department |
Lai, Hsuan-Fen | 0 | 0 | 0 | 0 |
| Vice President, Finance Department |
Huang, Ting-Yang(Note 8) | 0 | 0 | N/A | N/A |
| Associate Vice President, Audit Office |
Yu, Cheng-Ting | 39,000 | 0 | 0 | 0 |
| Finance and Accounting Officer |
Liao, Wan-Ling | 10,000 | 0 | 0 | 0 |
Note 1: Inaugurated after the full re-election at the general shareholders’ meeting on June 5, 2020, and extraordinary shareholders’ meeting on
November 4, 2020. In the Board’s meeting on the same day, he was elected by all directors as Chairman.
Note 2: Discharged after the full re-election of directors and supervisors at the general shareholders’ meeting on June 5, 2020
Note 3: Inaugurated after the full re-election at the general shareholders’ meeting on June 5, 2020, and extraordinary shareholders’ meeting on
44
November 4, 2020.
Note 4: Inaugurated after the full re-election at the general shareholders’ meeting on June 5, 2020, and extraordinary shareholders’ meeting on November 4, 2020. Resigned on December 3, 2020 due to busy business.
Note 5: The directors and supervisors were fully re-elected on November 4, 2020; the Audit Committee was established to replace supervisors.
Note 6: Inaugurated after the full re-election at the extraordinary shareholders’ meeting on February 25, 2020
Note 7: Inaugurated after the full re-election at the extraordinary shareholders’ meeting on November 4, 2020. Note 8: Resigned on December 25, 2020.
-
(II) Share transfers of directors, supervisors, managers and major shareholders where the counterparty is a related party: None
-
(III) Share pledges of directors, supervisors, managers and major shareholders where the counterparty is a related party: None
IX. Relationship information among the Company’s top ten shareholders
| March 30,2021;Unit: shares | March 30,2021;Unit: shares | |||||||
|---|---|---|---|---|---|---|---|---|
| Name | Shareholding by oneself | Shareholding of spouses and minor children |
Shareholding in another person’s name |
Related parties, or spouse or relatives within the second degree of kinship among top ten shareholders, including their names and relationships. |
||||
| Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Shares | Shareholding percentage (%) |
Name | Relationship | |
| Century Iron & Steel Industrial Co,Ltd. |
60,817,151 | 60.82 |
- | - | - | - | - | - |
| Century Iron & Steel Industrial Co, Ltd. Representative: Lai, Wen- Hsiang |
Chen, Hsing- Hsueh Lai, Huei-Hua Lai,Chun-Yu |
Spouse Father-daughter Father-son |
||||||
| Hsin Kuang Steel Company Limited Representative: Su, Ming- De |
5,883,000 | 5.88 |
- | - | - | - | - | - |
| Li, Ching-Chin | 2,559,900 | 2.56 |
- | - | - | - | - | - |
| Chen, Hsing-Hsueh | 1,180,756 | 1.18 |
221,545 | 0.22 | - | - | Lai, Wen- Hsiang Lai, Huei-Hua Lai,Chun-Yu |
Spouse Mother-daughter Mother-son |
| Ying-Fa Metal Co., Ltd Representative: Lin, Chun- Yuan |
1,087,954 | 1.09 |
- | - | - | - | - | - |
| Shiangding Investment Co., Ltd. |
1,028,136 | 1.03 |
- | - | - | - | - | - |
| Shiangding Investment Co., Ltd. Representative: Chen, Hsing-Hsueh |
Lai, Wen- Hsiang Lai, Huei-Hua Lai,Chun-Yu |
Spouse Father-daughter Father-son |
||||||
| Lai, Chun-Yu | 1,026,136 | 1.03 |
- | - | - | - | Lai, Wen- Hsiang |
Father-son Mother-son |
45
==> picture [483 x 312] intentionally omitted <==
----- Start of picture text -----
Related parties, or spouse or relatives
within the second degree of kinship
Shareholding of spouses Shareholding in
Shareholding by oneself among top ten shareholders,
and minor children another person’s name
including their names and
Name
relationships.
Shareholding Shareholding Shareholding
Shares percentage Shares percentage Shares percentage Name Relationship
(%) (%) (%)
Chen, Hsing- Sister-brother
Hsueh
Lai, Huei-Hua
Capital Securities
Corporation.
994,973 0.99 - - - - - -
Representative: Wang, Jun-
Chi
Chuang, Yi-Lin 923,000 0.92 - - - - - -
Lai, Wen-
Hsiang Father-daughter
Lai, Huei-Hua 841,700 0.84 214,122 0.21 - - Chen, Hsing- Mother-daughter
Hsueh Sister-brother
Lai, Chun-Yu
----- End of picture text -----
X. 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:
March 30, Unit: shares, %
| March 30,Unit: shares,% | March 30,Unit: shares,% | |||||
|---|---|---|---|---|---|---|
| Invested enterprise (Note) | Investment made by the Company |
Investment by directors and managers and by directly or indirectly controlled |
Total investment | |||
| Shares | Percentage | Shares | ~~i~~ Percentage |
Shares | Percentage | |
| Century Wind International Co., Ltd. | 250,000 | 50.00 | 75,000 | 15.00 | 325,000 | 65.00 |
| Century Bladt Foundations Co., Ltd. | 5,861,260 | 66.60 | 0 | 0.00 | 5,861,260 | 66.60 |
| Century Heavy Industry International Co., Ltd |
1,500,000 | 25.00 | 1,500,000 | 25.00 | 3,000,000 | 50.00 |
Note: Long term equity investment recognized with the equity method by the Company
46
Four. Information on Capital Raising Activities
I. Source of share capital
(I) Share capital forming process
Unit: thousand NTD; thousand shares
| Month/ Year |
Issuance price (NTD) |
Approved share |
Approved share |
Paid-in share capital | Paid-in share capital | Remarks | Remarks | Remarks |
|---|---|---|---|---|---|---|---|---|
Shares |
~~i l~~ Amount |
Shares | Amount | Source of share capital |
Shares paid with properties other than cash |
Others | ||
| May 2017 | 10 | 30,000 | 300,000 | 600 | 6,000 | Incorporation | None | May 15, 2017 Authorized No.10690846210 |
| July 2017 | 10 | 30,000 | 300,000 | 10,000 | 100,000 | Capital increase in cash NTD 94,000 thousand |
None | July 18, 2017 Authorized No. 10690918880 |
| October 2017 |
15 | 100,000 | 1,000,000 | 45,000 | 450,000 | Capital increase in cash NTD 350,000 thousand |
None | November 6, 2017 Authorized No. 10691048840 |
| December 2018 |
50 |
100,000 | 1,000,000 | 88,000 | 880,000 | Capital increase in cash NTD 430,000 thousand |
None | January 17, 2019 Authorized No. 10801003500 |
| June 2020 | 60 | 200,000 | 2,000,000 | 100,000 | 1,000,000 | Capital increase in cash NTD 120,000 thousand |
None | June 29, 2020 Authorized No. 10901104550 |
(II) Types of Shares
March 30, 2021; Unit: shares
| Types of shares | Approved share capital | Approved share capital | Approved share capital | Remarks |
|---|---|---|---|---|
| Outstanding shares | Unissued shares | Total | ||
| Registered common shares |
100,000,000 | 100,000,000 | 200,000,000 | Emerging stocks traded on the TPEx |
(III) Information related to shelf registration: None
47
II. Shareholder structure
March 30, 2021, Unit: person; share; %
| Shareholder structure Quantity |
Government agency |
Financial institution |
Other institution | Individual | Foreign institution and foreigners |
Total |
|---|---|---|---|---|---|---|
| Number of persons |
- | - | 29 | 1,497 | 3 | 1,529 |
| Sharesheld | - | - | 72,175,727 | 27,815,273 | 9,000 | 100,000,000 |
| Shareholding percentage |
- | - | 72.18 | 27.82 | 0.00 | 100.00 |
III. Distribution of equity (face value of NTD 10 per share)
March 30, 2021, Unit: person; share; %
| Shareholding classes | Number of shareholders |
Number of shares held | Shareholding percentage (%) |
|---|---|---|---|
| 1to 999 | 285 | 54,603 | 0.06 |
| 1,000 to 5,000 | 889 | 1,611,627 | 1.61 |
| 5,001to10,000 | 115 | 980,494 | 0.98 |
| 10,001to15,000 | 32 | 404,680 | 0.41 |
| 15,001to20,000 | 34 | 647,681 | 0.65 |
| 20,001to 30,000 | 39 | 974,627 | 0.98 |
| 30,001to 50,000 | 36 | 1,445,972 | 1.45 |
| 50,001to100,000 | 36 | 2,621,948 | 2.62 |
| 100,001to200,000 | 23 | 3,488,348 | 3.49 |
| 200,001to400,000 | 20 | 5,207,115 | 5.21 |
| 400,001to 600,000 | 4 | 1,984,420 | 1.98 |
| 600,001to 800,000 | 5 | 3,428,189 | 3.42 |
| 800,001to1,000,000 | 4 | 3,567,263 | 3.56 |
| Over 1,000,001 | 7 | 73,583,033 | 73.58 |
| Total | 1,529 | 100,000,000 | 100.00 |
IV. List of major shareholders
| March 30,2021,Unit: share;% | March 30,2021,Unit: share;% | March 30,2021,Unit: share;% |
|---|---|---|
| Shares Name of majorshareholder |
Number of shares held |
Shareholding percentage |
| Century Iron & Steel Industrial Co, Ltd. |
60,817,151 | 60.82 |
| Hsin Kuang SteelCompanyLimited | 5,883,000 | 5.88 |
| Li, Ching-Chin | 2,559,900 | 2.56 |
| Chen,Hsing-Hsueh | 1,180,756 | 1.18 |
| Ying-FaMetalCo.,Ltd | 1,087,954 | 1.09 |
| ShiangdingInvestment Co.,Ltd. | 1,028,136 | 1.03 |
| Lai, Chun-Yu | 1,026,136 | 1.03 |
| CapitalSecurities Corporation. | 994,973 | 1.00 |
| Chuang,Yi-Lin | 923,000 | 0.92 |
| Lai,Huei-Hua | 841,700 | 0.84 |
48
V. Market value, net value, earnings, and dividends per share during the two most recent years
| Unit: NTD;share | Unit: NTD;share | Unit: NTD;share | Unit: NTD;share | Unit: NTD;share |
|---|---|---|---|---|
| Year Item |
2019 | 2020 | ||
| Market price per share |
Highest | Not listed on TWSE/TPEx (Note 1) | Not listed on TWSE/TPEx (Note1) |
|
Lowest |
Not listed on TWSE/TPEx (Note 1) | Not listed on TWSE/TPEx (Note1) |
||
| Average | Not listed on TWSE/TPEx (Note 1) | Not listed on TWSE/TPEx (Note1) |
||
| Net value per share |
Before distribution | 29.60 | 40.93 | |
| Afterdistribution | - | 35.93 | ||
| Earnings per share |
Weighted average (thousand shares) |
88,000 | 94,984 | |
| Earnings pershare | (1.01) | 8.09 | ||
| Dividend per share |
Cashdividends | - | 5 | |
| Bonus share |
Outofearnings | - | 0 | |
| Out of additional paid-incapital |
- | 0 | ||
| Accumulated, unpaid dividends (Note2) |
- |
- | ||
| ROI analysis | Price earnings ratios | Not listed on TWSE/TPEx (Note 1) | Not listed on TWSE/TPEx (Note1) |
|
| Price dividend ratio | Not listed on TWSE/TPEx (Note 1) | Not listed on TWSE/TPEx (Note1) |
||
| Cash dividend yield | Not listed on TWSE/TPEx (Note 1) | Not listed on TWSE/TPEx (Note 1) |
Note 1: As the Company’s shares have not yet been listed (on TWSE/TPEx), there is no reference market price, nor can the related ratios be calculated.
Note 2: If any retrospective adjustment is required due to bonus shares, the earnings per share before and after adjustment shall be specified.
VI. Dividend policy and Implementation
(I) Dividend policy
Dividend policy specified in the Articles of Incorporation:
Article 21: If there are earnings in the annual final accounts of the Company, after paying taxes according to law and making up for the cumulative loss, 10% of the balance shall be allocated as the legal reserve. However, no further allocation is required when the legal reserve reaches the paid-in capital of the Company. After the special reserve is allocated or reversed according to the law or the provisions of the competent authority, the remaining balance shall be the distributable earnings of the current year. The Board of Directors shall draw up an earnings distribution proposal based on the distributable earnings of the current year plus the accumulated undistributed earnings of the previous year, and submit it to the shareholders’ meeting for resolution on the distribution of dividends to shareholders.
Article 22: The Company is in a stage of growth, and the dividend policy is based on the Company’s different stages of operations and development, profitability, future operations and development plans, changes in the investment environment and industrial environment, while taking into account factors such as the interests of shareholders and the Company’s long-term financial planning. Each year, the Company allocates no less than a certain proportion of the distributable earnings of the current year as the dividend to shareholders, and may adopt the form of stock dividend or cash dividend as appropriate. The ratio of cash dividend shall not be less than 10% of the total dividend. However, the above is not applicable if the resolution of the Board meeting is to not distribute earnings and the approval of the
49
shareholders’ meeting is obtained.
If the Company distributes all or part of the dividend and bonus in the form of cash, the authorizing Board meeting shall be attended by more than two-thirds of the directors and the resolution passed by more than half of the directors present, and the resolution shall be reported to the shareholders’ meeting.
(II) Dividend distribution proposed to this shareholders’ meeting The 2020 earnings distribution has been resolved by the Board of Directors on February 22, 2021, as follows:
| Unit: NTD Summary Undistributed earnings at the beginning of the period Plus: net profit after tax in 2020 Less: 10% as legal reserve Earnings available for distribution this year Allocation items Dividend to shareholders - cash dividend (NTD 5 per share) Unappropriated retained earnings |
Amount |
|---|---|
| 0 768,161,896 (76,816,190) 691,345,706 500,000,000 191,345,706 |
VII. The effects of stock grants proposed at this shareholders’ meeting on business performance and earnings per share: Not applicable.
VIII. Employees, directors and supervisors’ remuneration
(I) Percentages or scopes of employees, directors, and supervisors’ remunerations specified in the Articles of Incorporation:
If the Company makes a profit in the year, it shall allocate no more than 1.5% as the directors’ remuneration and no less than 0.5% as the employees’ remuneration; the allocations shall be approved by a special resolution of the Board meeting and reported to the shareholders’ meeting. However, if the Company still has a cumulative loss, it shall reserve the amount to make up for the loss in advance, and then allocate the remuneration of employees and directors according to the proportion mentioned in the preceding paragraph. Employees’ remuneration may be paid in stock or cash, and the target of payment may include employees of controlled or subordinate companies who meet certain conditions; the Board of Directors is authorized to determine such certain conditions.
(II) 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 discrepancies, if any, between the actual distributed amount and the estimated figure, for the current period: In case the distribution amount resolved by the Board of Directors changes materially after the year ends, such change adjusts the originally recorded expenses of that year.
(III) Information on the approval by the Board of Directors of distribution of compensation:
- Remuneration to employees and directors allocated in cash or in the form of stock bonus. If there is a discrepancy with the recognized expense and annual estimated amounts, the discrepancy, reasons, and status of handling shall be disclosed. On February 22, 2021, the Board of Directors resolved the remunerations to employees, directors, and supervisors as follows:
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Unit: NTD
| Unit: NTD | |||||
|---|---|---|---|---|---|
| Allocation items | Distribution amount resolved by the Board of Directors |
Estimated amount to be recognized as expense for thatyear |
Amount difference (A)- (B) |
Reason of difference | Treatment |
| Remuneration to employees |
11,149,440 | 4,645,600 | 6,503,840 | After the deliberation of the Remuneration Committee, the amount was adjusted to NTD 11,149,440; and approved by the Board of Directors on |
The difference will be accounted as adjustment in 2021 |
| Remuneration of directors and |
0 | 0 | 0 | - | - |
| ~~i~~ 2. The amount of employee remuneration distributed in shares, and the percentage of the net profit after tax in the parent-company only or individual financial statements, and of the total employees’ remuneration: the Board of Directors resolved to distribute the remuneration to employees for NTD11,149,440fully in cash on February 22, 2021; therefore this is not applicable. |
(IV) The actual distribution of employee, director, and supervisor compensation for the previous fiscal year (including 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, the discrepancy, cause, and how it is treated: The Company recorded loss in 2019; therefore no remuneration was distributed to employees, directors, and supervisors in 2020.
IX. Status of the Company repurchasing its own shares: None.
X. Issuance of corporate bonds: None.
XI. Issuance of preference shares: None.
XII. Global depositary receipts: None.
XIII. Employee share subscription warrants: None.
XIV. Issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies: None.
XV. Implementation of the Company’s capital allocation plans: None.
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Five. Overview of the Company’s Operations
I. Description of the business
(I) Scope of business
1. Description of business
| iness | |
|---|---|
| CC01010 | Manufacture of Power Generation, Transmission and |
| Distribution Machinery | |
| CB01010 | Mechanical Equipment Manufacturing |
| IG03010 | Energy Technical Services |
| CA01050 | Steel Secondary Processing |
| CA02010 | Manufacture of Metal Structure and Architectural Components |
| CA01030 | Iron and Steel Casting |
| CA02060 | Metal Containers Manufacturing |
| F106010 | Wholesale of Hardware |
| F111090 | Wholesale of Building Materials |
| F401010 | International trade |
| E599010 | Piping Engineering |
| E604010 | Machinery Installation |
| EZ99990 | Other Engineering |
| F199990 | Other Wholesale Trade |
| ZZ99999 | All business items that are not prohibited or restricted by law, |
| except those that are subject to special approval. |
2. Weight of business
| ess | ||||
|---|---|---|---|---|
| Unit: NTD thousand; % 2019 2020 Net operating income Weight (%) Net operating income Weight (%) 57,023 60.29 641,278 25.50 37,559 39.71 1,873,333 74.50 94,582 100.00 2,514,611 100.00 |
||||
| Year Product Item |
2019 | 2020 | ||
| Net operating income |
Weight (%) | Net operating income |
Weight (%) | |
| Jacket foundations (Jacket) |
57,023 | 60.29 | 641,278 | 25.50 |
| Underwater pin piles (Pinpile) |
37,559 | 39.71 | 1,873,333 | 74.50 |
| Total | 94,582 | 100.00 | 2,514,611 | 100.00 |
3. The Compnay’s current products (services)
The Executive Yuan has approved the “Program of One Thousand On/Off-Shore Wind Turbines” which established the promotion strategy as “first demonstration, second potential, finally zonal”, and the objectives for renewable energy installations will be expanded later. The offshore wind power installation capacity will be 5.5 GW by 2027, including the potential wind farms that passed EIA in 2017 complying with the 2018 selection method for the FIT price for 3.5 GW, and the bidding system of 2 GW; both will start commercial operation between 2020 to 2027. Other than introducing foreign wind power developers for investment, it also ensures the development of a localized supply chain. The Bureau of Energy, MOEA has also launched several explanatory seminars since 2020 to plan and explain the total capacity of 10 GW for zonal development, including the annual capacity of 1 GW from 2028 to 2037; of these, localization will be planned as one of requirement for the qualification review. Afterwards, to cultivate the sustainable development of the green energy
industry, it was announced that renewable energy power generation will account for 20% by 2025, and offshore wind power generation is chosen as the core pillar of industrial development. This is the best time for introducing foreign technologies, developing domestic capacity, to joining the offshore wind power supply chain.
With increasing energy demands and the principles of environmental protection in mind, energy supply and demand will shift from the conventional sources like oil, natural gas and nuclear energy, to other sustainable renewable alternative energy sources. Of these, wind power has in recent years become one of the important options for developing renewable
52
energy. In order to use wind energy more effectively, wind turbines have also been installed from land to offshore waters. The Taiwan Strait is known for having world-class wind farms, but it must be able to weather the tests of typhoons and earthquakes, so a solid foundation is critical.
As the manufacturing technology of wind turbines becomes more mature, demands on the stability of foundations also increase. The types of foundations suitable for different seabed conditions also differ. Currently, depending on the fixed structures, the foundations of offshore wind power may be roughly divided into four types (pictured below), including monopile, jacket, tripod and gravity base.
[Format of offshore wind turbine foundation]
==> picture [384 x 241] intentionally omitted <==
Source: http://www.theengineer.co.uk (May 2020)
To develop the business of offshore wind power foundation manufacturing, the Company has obtained a plant site at the Taipei Port South Wharf (including manufacturing plant area, storage area and boarding area), which may be used for future manufacturing, assembly and storage of various offshore wind power foundations, transition pieces and other localized wind power steel structure products. Based on the current overview of the foundation design of wind farm sites in Taiwan by developers, the Company describes the products it produces as follows:
| Product | Description |
|---|---|
| Jacket | Jacket foundations can be divided into three legs and four legs depending on the wind turbine and structure design of the developers. The dimensions are approximately 25–35 m in width, 60–80 m in height, and 1,200–1,600 tons in weight. It is a frame system composed of steel pipes, and the platform adapter section is connected with the tower using flanges. It is the most economical foundation type for areas with a water depth of more than 20 m. Compared to monopile foundations and tripod foundations, the steel demand for jacket foundations is lower. On the contrary, if it is used in shallow water areas, the relative costs of jacket foundations will increase significantly. The advantage of jacket foundations is that it does not require a relatively large pile foundation (such as a monopile foundation),to reduce noise from construction. |
| Pin pile | The dimensions of a pin pile foundation are approximate of 2.5–4 m in diameter and 65–130 m in length, with a weight of 200–400 tons. Pin piles are cylindrical steel pipe piles, which are mainly matched with jacket foundations (three-legged or four-legged). Each foundationpile is driven into the seabed to fix thejacket foundation. |
| Monopile | The dimensions of a monopile foundation are approximate 6–10 m in diameter and 60–100 m in length, with a weight of 800–2000 tons. Towers are connected to monopile foundations with flanges or grout, while transferring the load sustained by the turbines to the seabed foundations. It is generally used in gravel, sand or clay seabeds, but a solid ground below is required. Seabeds which consist mainly of high-density pebbles, rock layers or clay layers are not quite suitable. This type of foundation is mostly used in water depths less than 20 meters. The construction cost of a monopile foundation increases alongwith the water depth. The disadvantage is that thepile drivingis verynoisy. |
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4. New technologies planned for development
The Company is mainly engaged in offshore wind power underwater foundation manufacturing and project management services (including quality control and cost control). In the future the Company will continue to develop super-largediameter pile structure rounding technology of offshore wind turbine underwater foundations, large assembly technology of jacket foundations, and establish relevant quality control systems, so as to facilitate the development of products that meet the requirements of developers. The future product development plan and technical direction are as follows:
-
A. Development of quality control systems and inspection technology of underwater foundation transition pieces. a. Formulation and verification of welding procedure specification
-
b. Establishment of basic quality control system for offshore wind turbines with jacket foundations
-
c. Analysis and verification of the difference of welding materials of jacket foundations.
-
B. Key component inspection technology of transition pieces of underwater foundations
-
C. Rolling technology of super-large-diameter pile structures
-
a. Round rolling technology
-
b. Round recovery technology
-
c. Precision and welding deformation control technology
-
D. Large assembly technology of jacket foundations.
-
a. Diagonal brace supporting node structure hoisting, and precision and welding deformation control technology
-
b. Leg-pipe brace supporting node structure hoisting, and precision and welding deformation control technology
-
c. Transition section supporting node structure hoisting, and precision and welding deformation control technology
-
d. Large-size component hoisting, and precision and welding deformation control technology
(II) Overview of the industry
1. Current status and development of the industry
The wind power industry in Taiwan began with the energy crisis in the early 1980s. The government commissioned the Industrial Technology Research Institute to develop 4 kW, 15 kW, and 150 kW wind turbines, but the development was suspended after the energy crisis was resolved. In 2000, the government issued the “Procedures of Wind Power Demonstration System Installation Subsidy”. Three wind power generation systems with a total capacity of 8.64 MW were installed in Penghu, Yunlin, and Hsinchu, and the government opened up private power plants in 2004, starting the development business of private manufacturers investing in wind power generation.
Following the rapid growth of the global wind power market, Taiwanese manufacturers also began entering the wind power component industry, including blades, castings, towers, transformers, power cables and facilities. Currently, Taiwanese manufacturers have gradually become complete in terms of the wind power industry chain. Large-scale wind turbine system manufacturers include TECO Electric, and other representative component manufacturers include Swancor (resin materials), Yeong Guan (casting), CSMC (towers), and Sinobon (power cables). In addition to large-scale wind turbines, there are about 20 domestic companies engaging in the development of small wind turbines. Overall, Taiwan’s wind power output value is still dominated by components, and most of them are component suppliers to the system vendors in Europe, the U.S., and China.
With the active promotion of the offshore wind power plan by the Taiwanese government, an offshore wind farm with a total capacity of 120 MW, which is jointly owned by Ørsted, JERA and Macquarie Swancor, has been commissioned for commercial operation in November 2019. This is continuing forward according to the three phases, striving for the 10 GW target of the 10-year plan after 2026. Looking ahead, the wind power industry in Taiwan is expected to benefit from the energy policy, to promote the sustainable development of the overall supply chain.
A. Development of offshore wind power in the world
According to a report issued by the Global Wind Energy Council (GWEC), the global wind power market will show a growth trend by 2030. It is estimated that by the end of 2022, the total global installed wind power capacity to reach 840 GW; According to a report by the International Renewable Energy Agency (IRENA), the average cost of offshore wind power worldwide will drop to a level of USD 0.108 per kilowatt hour by 2022, an annual drop of 4%. In addition, as far as regional markets are concerned, whether it is the overall installed wind turbine market or offshore wind turbines, mainland China is the world’s largest market.
Offshore wind energy is making more and more contributions to the development of the wind energy industry and the global energy transition. Since 2013, the wind turbine market has grown by an average of 21% per year. In 2017 and 2018, the capacity of new installations in wind farms exceeded 4 GW annually, accounting for 8% of the new installations within the two years. According to GWEC’s market prospects, the share of the capacity of new offshore wind power installations will increase to 10% or higher, and it is expected that more than 6 to 8 GW of new installed capacity will be installed every
54
year.
Although most of the current installations come from mature markets such as Europe which had 18 GW of installed capacity by the end of 2018, most of the growth will come from emerging markets. Asia will become a leader in offshore wind power, and 100 GW of offshore wind power will be installed by 2030. China will account for most of the wind power, and even replace Europe, Taiwan, Japan and other Asian markets to become a leader. In the next few years, South Korea and India will also become more and more important.
Looking forward beyond 2030, the Global Wind Energy Association predicts that offshore wind power will play an important role in the energy transition. As more and more markets enter the offshore industry, innovative technologies such as floating solutions will gradually become mainstream. Offshore wind power will become more and more costcompetitive, and in the future it will have the opportunity to replace traditional energy sources and contribute more to the global green economy.
==> picture [430 x 238] intentionally omitted <==
Source: Global Wind Energy Council (June 2020)
B. Development of offshore wind power in Taiwan
The policy to promote wind power in Taiwan consists of three stages, in order they are demonstration and award, potential sites of farms, and the development of blocks. The stage of demonstration and award is mainly to provide equipment subsidies to guide manufacturers to invest to mitigate early investment risks. Meanwhile, the feasibility of offshore wind power technology in Taiwan’s waters is verified, as the beginning of subsequent large-scale offshore wind power applications. In the second stage, the potential site stage, large-scale offshore wind farms are opened to the industry for applications, to effectively allocate 5,500 MW of development capacity to each developers. The third stage of zonal development is the overall planning of sea area space, and the large-scale installation of offshore wind power is expected to drive the industry and effectively reduce development costs.
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Promotion Strategy of Offshore Wind Power
==> picture [308 x 37] intentionally omitted <==
----- Start of picture text -----
Objective: First Objective: First
and second stage: and second stage:
accumulated accumulated Objective: continuous Objective: continuous advance the
installation for installation for advance other fields at deep ocean wind farms with water
520 MW by 2020 5.5 GW by 2025 the second stage depth over 50m
----- End of picture text -----
The Ministry of Economic Affairs promotes the development of offshore wind power industry policies, retains expertise in wind turbine manufacturing for localization and attracts international wind power related manufacturers to Taiwan with market incentives, to promote partnerships of domestic and foreign players in the fields of wind turbine manufacturing, substructures and marine engineering ship building, to form an industrial supply chain and strengthen the energy of Taiwan’s wind power industry chain through cross-field collaboration, to let connections among the government, developers and enterprises jointly create and share value. The domestic market is built with the help of policies, and markets are used to introduce related technologies for the development of the industry. The first demonstration wind farm in Taiwan was connected to the grid for power generation before the end of 2019. In the future, the target for the wind power generation in 2025 is set at 1,200 MW on land and 5,737 MW offshore. It is clear that the focus of the future development will also be on offshore wind power. Please refer to the figure below for the estimated cumulative installed capacity of wind power generation in Taiwan from 2019 to 2025. As the energy policy determines the development of offshore wind power, the demand for the Company’s offshore wind power related products will be promoted.
==> picture [45 x 38] intentionally omitted <==
----- Start of picture text -----
Onshore wind
power
Offshore
wind power
----- End of picture text -----
==> picture [170 x 10] intentionally omitted <==
----- Start of picture text -----
Source: ITRI IEK Consulting (Oct/2019)
----- End of picture text -----
- Links between the upstream, midstream, and downstream segments of the industry supply chain
The up-, mid- and downstream of the wind power industry in Taiwan can be divided into three parts: equipment manufacturing, integrated service industry and wind power industry. The upstream of wind power is mainly equipment manufacturing, including raw materials, components and accessories of wind turbines, the supply of sub-systems and assembly of wind turbine equipment systems. The raw material supply of wind turbines covers steel, glass fiber and resin. The components and accessories cover blades, gearboxes, towers, cables and other accessories related to wind turbine
56
systems. The subsystem includes monitoring and power systems. The wind turbine equipment systems are land-based and offshore based. Equipment manufacturing also includes the manufacturing/assembly of substructures, which also includes raw materials (steel), the supply of secondary components/parts, the manufacturing of semi-finished products, as well as the assembly/manufacturing of large-scale parts. The midstream wind power industry are the integrated services, including wind farm planning, wind farm construction/turnkey and wind turbine maintenance. The downstream wind power industry includes wind farm developers and power generation operators. The Company is mainly an upstream business, the major business including the manufacturing/assembly of underwater foundation structures, while raw material (steel) is procured from upstream steel mills. The secondary components/parts/semi-finished products may be processed and manufactured by the Company itself or procured from upstream manufacturers.
==> picture [416 x 196] intentionally omitted <==
----- Start of picture text -----
Upstream Midstream Downstream
Equipment manufacturing Integration services Electric power generation
Raw materials
Steel materials Glass/ carbon fiber Resin Wind farm planning
Wind farm development
Parts and components
Blades Gear boxes Tower
Wires/ cables Steel structure
components Wind farm construction
System/ integration contractor
Wind turbine system Turnkey contractor of
provider Substructure
Power generation
operation
Turnkey contractor of construction Wind farm maintenance
Turnkey contractor of Turnkey contractor of
wind turbines Substructure installations
----- End of picture text -----
3. Product development trends and competition
A. Product development trends
From the view of global wind power development trends, although the European market has a mature development, wind power in other regions such as Asia and Africa is still in a very early stage. The proportion of global wind power in energy consumption is still quite low, and thus there is a lot of room for follow-up development. According to the installation location of wind turbines, it can be divided into two types: land-based wind turbines installed on land and offshore wind turbines installed at sea. Currently, the technologies of land-based wind turbines are relatively mature, but the technologies of offshore wind turbines are very promising with continuous development. After a brief decline in the global offshore wind power market in 2016, the number of new installations in 2017 exceeded the scale of 2015. By 2020, China installed largescale offshore wind power generators, and other Asian countries also have plans for offshore wind power. This will drive another wave of market growth in the future.
The key components of offshore wind turbines include rotor-nacelle assembly (RNA), towers, and substructures. There are different types of substructures depending on water depth and foundations. The mainstream in the market includes monopiles, gravity bases, jackets and tripods. Other forms such as tripiles, suction buckets and floating are still under development and have yet become the technical mainstream. Due to the relatively soft seabed of the Taiwan Strait, and the challenges of the natural environment such as typhoons and earthquakes to the carrying capacity, the current development projects of relevant wind farms in Taiwan are mainly based on jacket foundations (with piles), and only a small portion of wind farms use the monopile foundation. The floating substructure technology is not yet mature, but it is expected to be gradually developed in the next five to ten years and to become one of the international development trends. The offshore wind power industry is a major renewable energy policy promoted by the government. As Taiwan is surrounded by oceans, offshore wind resource is extremely rich. According to the current government’s goal of achieving a non-nuclear homeland, the wind power market has great potential for growth. Based on the plans of Taipower, it is
57
estimated that there will be 5.5 GW of offshore wind power grid-connected capacity by 2025. If the estimation is made based on 10 MW per wind turbine, there will be a demand for more than 500 wind turbines/substructures. From 2026 to 2035, there will be a demand for approximately 80–100 wind turbines/substructures, making the wind power industry market growth promising. Therefore, the speed of industrial development is greatly affected by national policies. However, the trends of energy saving, carbon reduction and renewable energy development are still an unchanging subject in global environmental protection.
B. Competition
In order to achieve the goal of a non-nuclear homeland, the government is committed to promoting the development of the offshore wind power industry, which gives the industry significant growth momentum. Due to the large size of such products (turbine towers and substructures), they cannot be transported on land, so it is necessary to have a plant a building at a port with large storage space, and it must be coordinated with a heavy cargo wharf. Also, as the products must be placed in the water for more than 20 years, the quality requirements (such as ISO 3834 and EN 1090 and other European regulations) are higher and different from ordinary steel structures. Currently, only China Steel’s Xingda Port is comparable when it comes to the environmental challenge threshold within the industry.
(III) Overview of technology and research and development
-
The Company is a professional manufacturer of substructures for offshore wind power. Production is based on the structural design drawings provided by the clients. Currently, there is no full-time R&D department. However, for product areas with high technical thresholds or innovative products, the Company continues to develop innovative construction methods to overcome construction difficulties, while using professional drawing software to draw and integrate construction drawings, thereby reducing construction costs, ensuring project quality and meeting the requirements of project progress.
-
The Company has set up relevant assurance mechanisms for precision/welding control and assembly technology with high thresholds, and the substructure is the product that has the best opportunity to be localized. The Company continues to develop and deepen this field. It has been successively certified by various domestic and foreign professional certification agencies, proving that the Company is indeed capable of manufacturing substructures. In addition to supplying the substructures required by all domestic offshore wind farms, it is also possible to sell related products and technologies to neighboring countries in the future to increase the exposure and export output value of Taiwan’s substructure technologies.
(IV) Long- and short-term business development plans
- Short-term development plans
A. Business development strategy
(A) Because the specifications and quality assurance requirements of offshore wind power underwater foundation products are different from those of existing steel products in the market, the Company intends to continue accumulating its own manufacturing capacity for offshore wind power underwater foundations, comply with the government’s development policy for offshore wind farms, actively strive for orders for other domestic offshore wind farms, and seek stable long-term cooperation.
(B) Due to the large size of offshore wind power underwater foundations, it is impossible to transport them on regular roads. Therefore, the prerequisite for a proper manufacturing site is that it must be equipped with a large hinterland and heavy cargo wharf to facilitate nearby loading and sea loading after assembly and production. In order to strive for business opportunities for the manufacturing of offshore wind power subsea bases, the Company has rented a wharf at Taipei Port and its hinterland as the production base for underwater bases to facilitate manufacturing, storage and transportation, so as to support the national policy with practical actions, and create more diversified business opportunities for the Company.
(C) Comply with government agencies to promote the alternative energy policy and actively invest in the development of relevant offshore wind power to improve market share and maintain stable revenue sources.
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(II) Manufacturing strategies:
- (A) Add production equipment (especially for semi-automatic production) to improve production capacity, plan and
improve the configuration of the production flow and production equipment, in order to improve production equipment mobility and production efficiency..
(B) Continuously review and improve construction methods to improve efficiency, reduce cost, shorten project duration and improve competitiveness.
-
(C) Provide technology training to quality control testing personnel, and introduce high-precision instruments and equipment accordingly to maintain the quality level and detection efficiency of products.
-
(D) As regards the promotion of labor safety, continue to promote occupational safety and health and obtain certification,
and effectively reduce occupational disasters and achieve the sustainable operation of the Company through continuous improvement of the labor environment.
-
Long-term development plans
-
A. Cultivating the domestic offshore wind power market
The government’s policy actively promotes the localization of the offshore wind power industry supply chain. Together with the good and abundant wind farms on the west coast of Taiwan, it is clear that the domestic offshore wind power industry market has great potential. The Company will continue to actively invest to create profits. B. Developing overseas markets
In the future, the Company plans to sell related products and technologies to offshore wind farms in neighboring countries to increase the exposure and export output value of Taiwan’s offshore wind power substructure technologies. C. Strategic partnerships for better competitiveness
The Company seeks to strengthen its health and its competitiveness through mergers or strategic alliances with upstream and downstream integration and through cooperation with experienced international manufacturers (technical cooperation or joint ventures). In the future, the Company will introduce high-tech equipment and fully utilize high-tech technology.
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II. Analysis of the market and the production and marketing situation
(I) Market analysis
1. Major market by geographic region
| by geographic region | by geographic region | by geographic region | by geographic region | by geographic region |
|---|---|---|---|---|
| Unit: NTD thousand;% Year Region 2019 2020 Amount Weight(%) Amount Weight(%) Domestic sales 94,582 100.00 2,514,611 100.00 Total 94,582 100.00 2,514,611 100.00 |
||||
| Year Region |
2019 | 2020 | ||
| Amount | Weight(%) | Amount | Weight(%) | |
| Domestic sales | 94,582 | 100.00 | 2,514,611 | 100.00 |
| Total | 94,582 | 100.00 | 2,514,611 | 100.00 |
Since the Company’s current production capacity is mainly for supplying domestic offshore wind farm development projects, the current product sales are mainly domestic sales. However, in the future, the Company plans to sell related product technologies to offshore wind farms in neighboring countries to increase the exposure and export output value of Taiwan’s offshore wind power substructure technology.
2. Market share
As the domestic offshore wind power market is still in a very early stage, there is no statistical data on the objective market share of substructure manufacturers. However, based on the current domestic contract volume of the substructures that needs to be localized for offshore wind farms, the current market share can be estimated as follows:
| By product | CWP | China Steel (Sing Da Marine Structure) |
CSBC Corporation Taiwan |
Formosa Heavy Industries |
CTCM |
|---|---|---|---|---|---|
| Jacket foundation/set |
62 (52.5%) | 56 (47.5%) | - | - | - |
| Pinpile/piece | 150(37.9%) | - | 60(15.2%) | 69(17.4%) | 117(29.5%) |
| Monopile/piece | 37(64.9%) | - | - | 20(35.1%) | - |
Note: The above table is an estimate based on the market share of each company’s orders in hand as of December 31, 2020.
3. Future supply and demand and growth of the market
The development of global offshore wind energy cannot be stopped. According to Bloomberg New Energy Finance’s estimates, global offshore wind power will increase to 114.9 GW in 2020 and it is estimated that by 2030, the total global installed wind power generation capacity will exceed 200 GW. While Asia will become one of the important offshore wind power markets, Taiwan is the fastest-growing one. This has prompted many international companies, such as Ørsted and Copenhagen Infrastructure Partners (CIP) to choose Taiwan as their Asia-Pacific operating headquarters or business focus. In terms of offshore wind power substructure steel structure projects, the global offshore wind power industry has entered a substantial growth period. The mainstream of wind turbine energy was 4 MW three years ago, and it has now grown to 8– 10 MW. Currently, 12–14 MW has also entered the R&D/trial operation period, which shows that the improved efficiency of large-scale wind turbines can significantly reduce the cost of offshore wind power developers. This has prompted a significant increase in the number of countries investing in offshore wind power development. At the same time, the government has also stepped up its efforts in industrial and economic transformation, and launched a policy requiring the “localization” of industries to assist Taiwanese manufacturers to invest in the wind power supply chain. Underwater infrastructure is one of the important projects that needs to be localized in 2021.
In addition, offshore wind power is an important part of the green energy policy of the Taiwanese government. Because Taiwan has a geographical advantage in the development of the offshore wind power industry, the government also provides many incentives and tax incentives to those who invest in the offshore wind power industry. In the process of construction, policies are used to guide the localization of the relevant wind power industry, and with the participation of teams from outstanding international wind power manufacturers, the introduction of advanced technologies and project
60
integration capabilities will promote cooperation between local manufacturers and international manufacturers in the development of key sub-systems and components, and thus the technological transformation of local related supply chains is accelerated in Taiwan. In addition to Taiwan’s wind power industry market, it also further gives Taiwanese manufacturers the opportunity to expand into the wind power market in the Asian region.
==> picture [357 x 185] intentionally omitted <==
----- Start of picture text -----
Local Taiwanese companies shall involve the wind power industry supply chain actively.
Wind farm Supply chain of parts
development Wind turbine system and components
Investment in wind farm construction, Providing turbine system sets: Providing parts and components
power generation and sales: Ørsted, Siemens, Hitachi, Mitsubishi Heavy required by turbine system (2024-
Taipower, Copenhagen Infrastructure Industries, and GE 2025)
Partners (CIP) Wind-Team Industrial Alliance
Substructure Marine engineering Wind farm O&M
The underwater foundations Providing the vessels, Providing subsequent maintenance
supporting wind turbines (2022-2023) China Steel and CWP machines, and operation for installation of wind farm (2021)) and operation for wind farms: Taiwan Offshore O&M Service, TGC, and Taipower
Wind-Team Industrial Alliance
Green finance
Green finance, insurance, validation: the competent authority is Bureau of Standards, Metrology and
Inspection, and supported by foreign banks, Cathay United Banks, among other companies.
----- End of picture text -----
Source: Science & Technology Policy Research and Information Center (October 2019)
In summary, by accommodating the government’s energy transition policy, offshore wind power has become an emerging energy source that has received great attention in recent years. With the formulation of the FIT plan, various wind farms have gradually signed contracts and relevant production units have gradually prepared to start the production. It is estimated that offshore wind power is about to enter a phase of large-scale construction. During this important stage of the industry, the Company seeks to play an important role in the offshore wind power industry, not only connecting the relevant supply chain and promoting industrial clusters, but also hoping to train its troops through the localization policy of the Taiwanese government, and thus accumulate relevant experience in production, manufacturing and management. Furthermore, because the substructures are super-heavy steel components with huge sizes, the Company also has a port facility (Taipei Port) suitable for the development of offshore wind power substructures. In the future, the technology may gradually mature and thus reduce costs, to solidify Taiwan’s manufacturing and supply market for domestic offshore wind substructures. There are also opportunities to win orders in markets such as Japan, South Korea, and Vietnam. The export products will increase international visibility for Taiwan’s offshore wind power substructure manufacturing capabilities.
4. Competitive niche
A. Policy promotion is helpful for the sustainable development of the offshore wind power industry
98% of Taiwan’s energy needs to be imported, and its dependence on fossil energy is high. Facing the global trend of greenhouse gas reduction and achieving the vision of a non-nuclear homeland, the government has planned a policy goal of 20% of renewable energy power generation by 2025. This is expected to take energy security, environmental sustainability and a green economy into account to build a safe, stable, efficient and clean energy supply and demand system. In order to achieve this policy goal, the government uses solar photovoltaics and offshore wind power as the main alternative energy sources. Of these, offshore wind power is planned to achieve a cumulative installation volume of 5.5 GW (GW is the unit of electricity, that is, 1 billion watts) by 2025. If a wind turbine of 8.5 MW is used as the calculation basis, about 650 wind towers need to be built. Therefore, the established policy of alternative energy will help the sustainable development of Taiwan’s offshore wind power in the future.
Furthermore, the government is also vigorously promoting the localization of the offshore wind power industry and establishment of a localized supply chain. The Company may combine with the parent company Century Steel Structure to use the parent company’s production capacity and performance in related steel structure products, and make proper use and
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leverage the Group’s existing manufacturing advantages to contract related offshore wind power businesses and build a competitive industrial chain in order to exploit the connected effects from both upstream and downstream to form an industrial cluster and promote related product technologies to offshore wind farms in neighboring countries. It is predicted that the development of wind power business opportunities in the future will continue to drive the demand for the Company’s products.
B. Possession of infrastructure suitable for the development of offshore wind power substructures
Indispensable infrastructure for the development of offshore wind power manufacturing includes ports and wharves. The three major requirements for offshore wind power at ports are manufacturing, assembly and storage, and operation and maintenance. With the increasing capacity of wind turbine installations, the size of the components and foundation also increase, which also means that the weight of components increases. Ports need to have sufficient water depth and loadbearing capacity to prepare storage space for products to be pre-installed due to seasonal factors, and the steel structures of substructures is bulky and unable to be transported by ordinary roads. Therefore, critical requirements for suitable manufacturing sites are large rear-line hinterlands and heavy cargo wharves, to facilitate the transportation of products to sea right after assembly and production. Currently, among potential domestic manufacturers, only China Steel and the Company have heavy-cargo wharves. At the Taipei Port, the Company has started the construction of a high-standard dedicated plant for wind power substructures, and obtained the right to use the heavy cargo wharf. In the future, the Company will build Taipei Port into a world-class offshore wind power substructure production base.
C. Introducing technology from experienced foreign developers and establishing in-depth cooperative relations
Because offshore wind power substructures must be erected at sea for at least 20 years, they must comply with international certification specifications and standards, and their quality system and manufacturing acceptance requirements are high. The Company has cooperated with the Danish company Bladt Industries, which has the best offshore wind power development experience in Europe. Through the introduction of the international professional substructure manufacturing technologies of Bladt Industries, the initial technical risks are shortened and reduced, while the welding technology and quality control system are improved to meet foreign standards. Furthermore, the Company is also actively seeking opportunities to cooperate with wind farm developers and research units to promote a complete Taiwanese offshore wind power ecological framework.
D. Professional management team and rich industrial experience
The Century Group, which the Company belongs to, has 30 years of experience in steel structures, and the management team has rich industrial experience, setting itself apart from peers through continuous advancement. It has become an offshore wind power substructure manufacturing supplier since 2013, and it is the first company in Taiwan’s steel structure industry to obtain ISO 3834 and EN 1090 certifications. Therefore, the management team’s professional expertise and accumulation of practical experience have evolved a culture and set of methods to cope with the rapid changes in the industry.
5. Positive and negative factors for future development, and the response to such factors
A. Positive factors
(A) Policy change risk
Amid the denuclearization context, Taiwan is actively promote the development of offshore wind power generation, and requires the key components of wind power generators to be localized. If such national policy changes, it may affect the Company significantly, and thus the Company is exposed to certain policy change risks.
Response
Currently, the second phase of the potential wind farms are under development successively. Therefore, there is no policy
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change risk before 2025. From 2026 to 2035, the policy for developing blocks of the third phase to increase the generation capacity for 1GW per year, will be executed to. After the evaluation, it deems that the risk of negative policy changes to Taiwanese wind power industry is not high. The Company will actively learn the national policy and information of market and industry to grasp the changes of policies or markets, in order to catch the potential opportunities may arise from such changes.
(B) Environmental awareness is rising to drive the demand for alternative energies, and national policies have successively introduced demonstration incentives, zonal development, potential site development, and selection measures for offshore wind power development, showing that the government’s policies to promote renewable energy and offshore wind power are very consistent. The localization of substructures was set as one of the criteria in the mid-level selection.
B. Negative factors and responses
(A) Material price risks
The most important market risk for underwater basic manufacturing is steel prices. Steel prices have rebounded since the bottom of 2016 and have gradually risen. It is expected that steel prices will keep on rising due to the production limitation orders in China and environmental requirements (increasing efficiency of steel mills and rising demands of better quality iron ore). As an offshore wind power substructure manufacturer, the Company will also be affected.
Response
a. Regarding price fluctuations, the Company intends to continue strengthening long-term cooperative relationships with domestic steel companies, grasp the bulk material fluctuation trends, formulate risk control measures, and reduce the unstable factors of price fluctuations for projects.
b. For medium- to long-term contracts, the Company may also follow international customs to establish a steel price adjustment mechanism with wind farm developers.
(B) Financial risks due to concentrated financing channels
The scale of capital and the efficiency of its circulation have a greater impact on the Company’s operating capacity. Because the industry where the Company operates in is a capital-intensive industry, with the expansion of the Company’s business scale, a large amount of capital is needed to guarantee the demand for products and large-scale production. Currently, the capital demand for business development is mainly solved by equity or bank financing. The financing channels are relatively concentrated and the financing cost is relatively high. In the future, it may become a bottleneck for the Company’s product assurance, capacity expansion, and expansion of product applications.
Response
a. While the Company’s market share is steadily increasing, it will enter the capital market through application for listing, to open up new financing channels, optimize the capital structure, and avoid future constraints on the Company’s development due to insufficient funds.
b. By accommodating the government’s alternative energy policy, the Company stably develops the domestic market, accumulates relevant manufacturing experience and actively expands the offshore wind power market in neighboring countries. Trough the Company’s standardized service process, the overall gross profit margin and competitiveness are improved.
(C) Risk of insufficient offshore wind power talents
Since offshore wind power in Taiwan is still in the development stage, with the growth of related demand, the demand for various software and hardware talents has increased. However, there is a lack of comprehensive consulting experts for offshore wind power in Taiwan, as well as a lack of relevant personnel training mechanisms.
Response
a. Other than relying on the technical experience accumulated by its parent company Century Steel in the steel structure industry in Taiwan, the Company also cooperates with the international substructure manufacturing leader Bladt to accumulate engineering technology and substructure manufacturing projects and operation management experience through the cooperation process, to accumulate the Company’s own experience to cultivate employees.
b. The Company actively interacts with the academic community to make good use of the research and development momentum of the academic community. In the future, it plans to participate in industry-academic cooperation projects to
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cultivate talents needed for offshore wind power to solve problems.
c. The Company also has a welding school, hires European welding coaches to train local welding technicians, and establishes a welding technician reserve through the cooperation with welding special classes of local vocational training bureaus.
-
(II) Usage and manufacturing processes of the Company’s main products
-
Key usage of the main products
I. (I). 3.
- Manufacturing processes for major products
A. Pin pile
B. Jacket
a. TP
==> picture [407 x 377] intentionally omitted <==
----- Start of picture text -----
Receiving steel sheets 1. Spot welding4. L wire NTD inspection 7. C wire NTD inspection Size check 10. Painting and coating13.
2. 5. 8. 11. 14.
Electro print marking L wire internal welding Section assembly Shear key welding Storing
and slot opening External slot milling and
welding
9.
3. 6. Major assembly 12. 15.
Pre curving and Re-rounding C wire internal welding NTD inspection Shipment
rounding External slot milling and
welding
1. Receiving steel 4. Assembly of 7. Major 10. Painting and
sheets circular tubes assembly coating
2. Electro print 5. Assembly of 8. NTD 11. Storing, or
marking and slot panels inspection transferring to
opening assembly zone
3. Rounding 6. NTD 9. Size check
inspection
----- End of picture text -----
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b. Lower & upper 3D structure
==> picture [448 x 221] intentionally omitted <==
----- Start of picture text -----
1. Assembling 6. NTD
and welding leg 4. Assembling inspection
tubes and welding
3D structures
2. Assembling 7. Painting and
and welding coating
diagonal braces
5. Size check
3. Assembling 8. Storing, or
and welding transferring to
planes assembly zone
----- End of picture text -----
c. Final assembly
==> picture [373 x 444] intentionally omitted <==
----- Start of picture text -----
1. TP Internal and 4. Assembling and welding
external UPPER+LOWER
platform
installation
2. UPPER sub-
structural parts
installation
3. Assembling
and welding
TP+UPPER
5. NTD inspection
6. Size check
7. Storing finished products
8. Shipment
----- End of picture text -----
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(III) Supply situation for the Company’s major raw materials
The Company’s major raw materials are the welding materials required for the welding process. The domestic suppliers of the said raw materials do not have a monopoly in the market. The supply of raw materials is sufficient and stable. Therefore, there is no difficulty in obtaining them. In addition to continuing to establish good relationships with existing suppliers, the Company will also actively seek and develop excellent suppliers, so there is no risk of supply shortage or interruption.
(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 two most recent fiscal years
1. Names of major suppliers
Unit: NTD thousand
| 2019 | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 | 2020 | |
|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | Percentage to net amount of purchase of goods for the wholeyear(%) |
Relation to the issuer |
Name | Amount | Percentage to net amount of purchase of goods for the wholeyear(%) |
Relation to the issuer |
| 1 | Tientai Electrode Co., Ltd. |
610 |
45.08 | None | Bladt Industries A/S |
1,076,417 | 96.50 | Subsidiary Director |
| 2 | Others | 743 | 54.92 | None | Tientai Electrode Co.,Ltd. |
20,710 |
1.86 | None |
| 3 | Others | 18,305 | 1.64 | None | ||||
| Net amount of purchase |
1,353 | 100.00 | - | Net amount of purchase |
1,115,432 | 100.00 | - |
Reason for increase/decrease:
The main source of the Company’s purchases is to purchase steel materials and welding materials required for the construction of the factory from domestic suppliers. With the different demands of order products, the purchase of raw materials changes and new suppliers are introduced, so the main suppliers and their proportions also change accordingly.
2. Names of major clients:
Unit: NTD thousand
| 2019 | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 | 2020 | |
|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | Percentage of net amount of sales of goods for the wholeyear(%) |
Relation to the issuer |
Name | Amount | Percentage of net amount of sales of goods for the wholeyear(%) |
Relation to the issuer |
| 1 | Company A | 37,559 | 39.71 | None | Company A | 447,308 | 17.79 | None |
| 2 | Company B | 52,461 | 55.47 | None | Company B | 1,772,952 | 70.51 | None |
| 3 | CompanyC | 4,562 | 4.82 | None | Company C | 100,860 | 4.01 | None |
| 4 | Company D | 165,363 | 6.58 | None | ||||
| 5 | Century Iron and Steel Industrial |
28,128 |
1.11 | Parent company | ||||
| Net amount of sales |
94,582 | 100.00 | Net amount of sales |
2,514,611 | 100.00 |
Note 1: A list of any client accounting for 10 percent or more of the Company’s total sales amount in either of the two most recent fiscal years, the amounts sold to each, the percentage of total sales accounted for by each. Where the Company is prohibited by contract from revealing the name of a client, or where a trading counterparty is an individual person who is not a related party, it may use a code in place of the actual name.
Reason for increase/decrease:
The Company’s major clients for sales do not change much. However, as the Company is in a growth stage, the sales amount of major clients and the percentage will change with the revenue recognized as the offshore wind power constructions progress.
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(V) Production volume and value in the most recent two years
Unit: ton; thousand NTD
| Unit: ton;thousand NTD | Unit: ton;thousand NTD | |||||
|---|---|---|---|---|---|---|
| Year Production volume and value Mainproducts |
2019 | 2020 | ||||
| Production capacity (ton) |
Production volume (ton) |
Production value |
Production capacity (ton) |
Production volume (ton) |
Production value |
|
| Pin pile | 100,000 | 1,039 | 25,789 | 100,000 | 27,472 | 332,885 |
| Jacket | 818 | 43,636 | 18,836 | 1,156,441 | ||
| Total | 1,857 | 69,425 | 46,308 | 1,489,326 |
(VI) Sales volume and value in the most recent two years
Unit: ton; thousand NTD
| Year Sales Volume and Value Main products |
2019 |
2019 |
2019 |
2019 |
2020 | 2020 | 2020 | 2020 |
|---|---|---|---|---|---|---|---|---|
| Domestic sales | Foreign sales | Domestic sales | Foreign sales | |||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | |
| Pin pile | 1,039 | 37,559 | - | - | 27,472 | 641,278 | - | - |
| Jacket | 818 | 57,023 | - | - | 18,836 | 1,873,333 | - | - |
| Total | 1,857 | 94,582 | - | - | 46,308 | 2,514,611 | - | - |
III. Information on employees employed during the two most recent fiscal years and up to the date of publication of the annual report
| the date of publication of the annual report | the date of publication of the annual report | the date of publication of the annual report | the date of publication of the annual report | the date of publication of the annual report |
|---|---|---|---|---|
| Unit:person; year;% | ||||
| Year | 2019 | 2020 | Current year up to April 30, 2020 |
|
| Number of employees |
Number of management |
17 | 12 | 12 |
| ~~l~~ Indirect personnel |
32 | 57 | 90 | |
| Direct personnel | 28 | 43 | 45 | |
| Total | 77 | 112 | 147 | |
| Average age | 33.2 | 33 | 32.3 | |
| Average years of service (years) | 1.20 | 1.1 | 1.3 | |
| Distribution of academic backgrounds (%) |
PhD | - | - | - |
| Master | 6% | 3% | 5% | |
| College | 64% | 67% | 72% | |
| Senior high school | 25% | 27% | 20% | |
| Under senior high school | 5% | 3% | 3% |
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IV. Disbursements for environmental protection
Any losses suffered by the Company in the most recent fiscal year and up to the annual report publication date due to environmental pollution incidents (including any compensation paid and any violations of environmental protection laws or regulations found in environmental inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken:
| Environmental violation | Violation punished | Improvement and corrective measures |
|---|---|---|
| “Taipei Port South Wharf Plant Civil Engineering Construction” is a construction project of the first-level construction project under the Air Pollution Control Act, as well as a construction site defined by the Water Pollution Control Act’s business classification. It was found that the construction had been filed to start on November 29, 2018, and on December 14, 2018, progress had reached the main structure of the above- ground building. However, the runoff wastewater pollution reduction plan was not filed for approval from the Environmental Protection Department, New Taipei City Government before construction started. This violated Article 18 of the Water Pollution Control Act as well as Article 10, paragraph 1 of the Water Pollution Control Measures and Test Reporting Management Regulations. A fine of NTD 19,000 was given; and pursuant to Article 23 of the the Environmental Education Act, a two-hour environmental lecture was ordered. |
NTD 19,000 (paid and corrected before the deadline) |
The Company has completed the following improvements by the deadline of January 21, 2020, and assigned dedicated staff responsible for environmental protection to attend the environmental seminar. The results of the related improvements were replied to the Environmental Protection Department, New Taipei City Government in letter, as follows: The runoff wastewater plan was filed for approval on January 11, 2019. |
| On August 19, 2020, the Environmental Protection Department, New Taipei City Government sent inspectors to the site within Taipei Port South Wharf, Bali District, to inspect the “land leveling for Land No. 556.559 of Lower Guzhi Subsection, Guzhi Section, Bali District, New Taipei City” (Control No.: F109FNZ032- 1), pursuant to the “Defect Point Recording and Handling Principles for Construction Project Owner’s Violating Construction Project Air Pollution Prevention Facility Management Regulations”, the following defects were found to be affecting prevention effects: 1、 Construction site signs: No construction site signs were set; four defect points were recorded. 2、 Construction site perimeter: The fences set at the perimeter did not cover the entire construction site area; four defect points were recorded. 3、 Material stacking: Not covered with dust-control fabric, net or sprayed with chemical stabilizer as required; ten defect points were recorded. 4、 Vehicle route: The vehicle route (flying dust) from the construction site to the main road did not adopt prevention and control facilities; ten defect points were recorded. 5、 The entrance/exit of the site: Lack of vehicle washing devices and no compressed rinsing device were used at the access of site; ten defect points were recorded. The said defect points totaled 38 points, exceeding the upper limit of tenpoints,which violated Article 23, |
NTD 100,000. (The violation resulted from a contractor’s negligence; the Company will claim the fine from the contractor pursuant to the contract) |
The Company has completed the following improvements by the deadline of September 10, 2020, and assigned dedicated staff responsible for environmental protection to attend the environmental seminar. The results of the related improvements were replied to the Environmental Protection Department, New Taipei City Government in letter, as follows: 1、 Signs have been set up at the site. 2、The fences that were demolished due to overlapping with the public road construction area have already been restored. 3、Contractors were required to replace the dust-control fabric or other hermetic covers for tight covering. 4、The traffic routes are paved with coarse-graded gravel with periodical sprinkling to suppress flying dust. |
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| Environmental violation | Violation punished | Improvement and corrective measures |
|---|---|---|
| paragraph 2 of the Air Pollution Control Act and Articles 5, 6, 7, 8 and 10 of the “Management Regulations for Construction Project Air Pollution Control Facilities”. This was reported pursuant to laws, and a notice was issued to state opinions pursuant to Article 102 of the Administrative Procedure Act. |
5、Compressed rinsing devices are installed at the entrance/exit of the site. |
|
| On August 19, 2020, the Environmental Protection Department, New Taipei City Government sent inspectors to the site at Taipei Port South Wharf, Bali District, to inspect the “new construction of plants, CWP” (Control No.: F109FN2004-1), pursuant to the “Defect Point Recording and Handling Principles for Construction Project Owner’s Violating Construction Project Air Pollution Prevention Facility Management Regulations”, the following defects were found to be affecting prevention effects: 1、 Construction site perimeter: The fences are not fixed to the ground (near the site office); four defect points were recorded. 2、 Material stacking: Not covered with dust-control fabric, net or sprayed with chemical stabilizer as required; ten defect points were recorded. 3、 Vehicle route: The vehicle route from the construction site to the main road did not have a sufficiently thick coarse-graded pavement and thus the prevention effects were affected; ten defect points were recorded. 4、 The entrance/exit of the site: Lack of vehicle washing devices and no compressed rinsing device were used; ten defect points were recorded. The said defect points totaled 28 points, exceeding the upper limit of ten points, which violated Article 23, paragraph 2 of the Air Pollution Control Act and Articles 6, 7, 8 and 10 of the “Management Regulations for Construction Project Air Pollution Control Facilities” This was reported pursuant to laws, and a notice was issued to state opinions pursuant to Article 102 of the Administrative Procedure Act. |
NTD 100,000 (The violation resulted from a contractor’s negligence; the Company will claim a fine from the contractor pursuant to the contract). |
The Company has completed the following improvements by the deadline of September 10, 2020, and assigned dedicated staff responsible for environmental protection to attend the environmental seminar. The results of the related improvements were replied to the Environmental Protection Department, New Taipei City Government in letter, as follows: 1、 Under fences, overflow prevention bases shall be fixed to the ground to prevent the impact from rainfall 2、Contractors were required to replace the dust-control fabric or other hermetic covers for tight covering. 3、The traffic routes are paved with coarse-graded gravel with periodical sprinkling to suppress flying dust. 4、Compressed rinsing devices are installed at the entrance/exit of the site. |
| On November 2, 2020, the Environmental Protection Department, New Taipei City Government sent inspectors to the site at Taipei Port South Wharf, Bali District, to inspect the “South Wharf S9-1 rear line land” (Control No.: F109FNZ057-1), pursuant to the “Defect Point Recording and Handling Principles for Construction Project Owner’s Violating Construction Project Air Pollution Prevention Facility Management Regulations”, the following defects were found to be affecting prevention effects: 1、 Construction site perimeter: No full-blocking fences or overflow prevention bases fixed to the ground were set; ten defect points were recorded. 2、 Material stacking: Not covered with dust-control fabric, net or sprayed with chemical stabilizer as required; ten defect points were recorded. 3、 Vehicle route: The vehicle route from the construction site to the main road did not adopt |
NTD 100,000 (The violation resulted from a contractor’s negligence; the Company will claim a fine from the contractor pursuant to the contract). |
The Company has completed the following improvements by the deadline of November 20, 2020, and assigned dedicated staff responsible for environmental protection to attend the environmental seminar. The results of the related improvements were replied to the Environmental Protection Department, New Taipei City Government in letter, as follows: 1、 Under fences, overflow prevention bases shall be fixed to the ground to prevent the impact from rainfall 2、 Contractors were required to replace the dust-control fabric or |
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| Environmental violation | Violation punished | Improvement and corrective measures |
|---|---|---|
| prevention and control facilities; ten defect points were recorded. 4、 The entrance/exit of the site: Lack of vehicle washing devices and no compressed rinsing device were used at the entrance/exit of the site; ten defect points were recorded. The said defect points totaled 40 points, exceeding the upper limit of ten points, which violated Article 23, paragraph 2 of the Air Pollution Control Act and Articles 6, 7, 8 and 10 of the “Management Regulations for Construction Project Air Pollution Control Facilities”. This was reported pursuant to laws, and a notice was issued to state opinions pursuant to Article 102 of the Administrative Procedure Act. |
other hermetic covers for tight covering. 3、 The traffic routes are paved with coarse-graded gravel with periodical sprinkling to suppress flying dust. 4、 Compressed rinsing devices are installed at the entrance/exit of the site. |
|
| On January 19, 2021, the Environmental Protection Department, New Taipei City Government sent inspectors to the site at Taipei Port South Wharf, Bali District, to inspect the “new construction of plants, CWP” (Control No.: F109FN2004-1), pursuant to the “Defect Point Recording and Handling Principles for Construction Project Owner’s Violating Construction Project Air Pollution Prevention Facility Management Regulations”, the following defects were found to be affecting prevention effects: 1、 Construction site perimeter: The fences did not cover the entire construction site area; four defect points were recorded. 2、 Material stacking: Not covered with dust-control fabric, net or sprayed with chemical stabilizer as required; ten defect points were recorded. 3、 Vehicle route: The vehicle route from the construction site to the main road did not adopt prevention and control facilities; ten defect points were recorded. 4、 The entrance/exit of the site: Lack of vehicle washing devices and no compressed rinsing device were used; ten defect points were recorded. The said defect points totaled 34 points, exceeding the upper limit of ten points, which violated Article 23, paragraph 2 of the Air Pollution Control Act and Articles 6, 7, 8 and 10 of the “Management Regulations for Construction Project Air Pollution Control Facilities”. This was reported pursuant to laws, and a notice was issued to state opinions pursuant to Article 102 of the Administrative Procedure Act. |
NTD 330,000 (The violation resulted from a contractor’s negligence; the Company will claim a fine from the contractor pursuant to the contract). |
The Company has completed the following improvements by the deadline of January 25, 2021, and assigned dedicated staff responsible for environmental protection to attend the environmental seminar. The results of the related improvements were replied to the Environmental Protection Department, New Taipei City Government in letter, as follows: 1、 Fences cover the entire site 2、Contractors were required to replace the dust-control fabric or other hermetic covers for tight covering. 3、The traffic routes are paved with coarse-graded gravel with periodical sprinkling to suppress flying dust. 4、Compressed rinsing devices are installed at the entrance/exit of the site. |
| On January 19, 2021, the Environmental Protection Department, New Taipei City Government sent inspectors to the site at Taipei Port South Wharf, Bali District, to inspect the “new construction of plants, CWP” (Control No.: F109FN2006-1), pursuant to the “Defect Point Recording and Handling Principles for Construction Project Owner’s Violating Construction Project Air Pollution Prevention Facility Management Regulations”, the following defects were found to be affecting prevention effects: |
NTD 100,000 (The violation resulted from a contractor’s negligence; the Company will claim a fine from the contractor pursuant to the contract). |
The Company has completed the following improvements by the deadline of January 27, 2021, and assigned dedicated staff responsible for environmental protection to attend the environmental seminar. The results of the related improvements were replied to the Environmental Protection Department,New Taipei |
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| Environmental violation | Violation punished | Improvement and corrective measures |
|---|---|---|
| 1、 Construction site perimeter: The fences did not cover the entire construction site area; four defect points were recorded. 2、 Material stacking: Not covered with dust-control fabric, net or sprayed with chemical stabilizer as required; 3、 ten defect points were recorded. 4、 Vehicle route: The vehicle route from the construction site to the main road did not adopt prevention and control facilities; ten defect points were recorded. 5、 The entrance/exit of the site: Lack of vehicle washing devices and no compressed rinsing device were used; ten defect points were recorded. 6、 Vehicle transporting materials: The open-bed type of vehicles are used to transport the materials with escaping dust without using dust-control fabric or other hermetic covers for tight covering; ten defect points were recorded. The said defect points totaled 44 points, exceeding the upper limit of ten points, which violated Article 23, paragraph 2 of the Air Pollution Control Act and Articles 6, 7, 8, 10 and 13 of the “Management Regulations for Construction Project Air Pollution Control Facilities”. This was reported pursuant to laws, and a notice was issued to state opinions pursuant to Article 102 of the Administrative Procedure Act. |
City Government in letter, as follows: 1、 Fences cover the entire site 2、Contractors were required to replace the dust-control fabric or other hermetic covers for tight covering. 3、The traffic routes are paved with coarse-graded gravel with periodical sprinkling to suppress flying dust. 4、Compressed rinsing devices are installed at the entrance/exit of the site. 5、Contractors were required to replace the dust-control fabric or other hermetic covers for tight covering. |
V. Labor-capital relations
- (I) List any employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-capital agreements and measures for preserving employees’ rights and interests.
1. Employee benefit plans and implementation
In addition to health insurance and labor insurance required by the Labor Standards Act of the Republic of China, the Company and its subsidiaries also provide group insurance for employees and a system for contributing to employees’ individual pension accounts, as the protection to employees’ related benefits. The measures and implementation are as follows:
-
(1) Entitled to paid leaves and pension contribution as required by law; setting up an employee welfare committee to coordinate welfare activities and protect labor rights.
-
(2) All employees not only participate in labor insurance and national health insurance as required by law, but the Company also provides employee group insurance and travel insurance at its own costs.
-
(3) Regular employee health checks.
-
(4) Organize employee events and trips from time to time to enrich employees’ leisure activities and their friendships.
-
(5) Gifts or allowance are available on Labor Day, Dragon Boat Festival and Mid-Autumn Festival.
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-
(6) For weddings, funerals, festivities, and celebrations, other than the leave provided by the Labor Standards Act, there are also welfare subsidies.
-
(7) Orientation for new recruits and a new employee counselor system are provided to help new recruits to adapt to the working environment.
2. Employees’ continuing education and training
In order to enhance the professional and technical capabilities of employees, strengthen work efficiency and
appreciation for product quality, internal training and external training are provided to strengthen the professional
capabilities of employees in various functions Various trainings of the Company and its subsidiaries are listed as follows
-
(1) Orientations: Providing courses related to the Company’s business projects, working rules, employee benefits, among other things, so that new recruits have a basic understanding of the Company.
-
(2) On-the-job training: Cultivating employees’ professional skills, knowledge and management abilities.
-
(3) Professional function training: Based on needs, employees are sent to relevant institutions for training so that they can obtain professional certificates.
3. Retirement system and implementation
The Company and its subsidiaries, pursuant to the Labor Pension Act, contribute 6% of pensions on a monthly basis for employees who opted for the new pension system; the contribution is deposited in individual labor pension accounts to protect the interests of employees. Employees may also opt to contribute 0 to 6% of their monthly salary to their
personal pension accounts. When employees reach the statutory retirement age set by the government, they may apply to the government for a monthly pension or a one-time pension.
4. Negotiations labor and capital and protective measures for employees’ rights
The Company and its subsidiaries value the interests of employees and labor-capital relations very much. Employees may exchange opinions through open communication and adopt a coordinated approach to achieve consensus on labor issues in order to maintain a good relationship of mutual trust between labor and capital.
-
(II) List any losses suffered by the company in the most recent fiscal years and up to the annual report publication date due to labor disputes, and disclose an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken:
-
Since the establishment of the Company and its subsidiaries, labor-capital relations have been harmonious, and there have not been any losses due to labor disputes.
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VI. Important contracts
| Nature of contract |
Counterparty | Start date | End date | Main content | Restrictive terms |
|---|---|---|---|---|---|
| Key leasing agreement |
Port of Keelung, Taiwan International Ports |
March 26, 2018 | October 3, 2039 | S8-3-2 rear line land of Taipei Port South Wharf |
None |
| Key leasing agreement |
Port of Keelung, Taiwan International Ports |
June 1, 2018 | October 3, 2039 | S8-3-1 rear line land of Taipei Port South Wharf |
None |
| Key leasing agreement |
Port of Keelung, Taiwan International Ports |
September 1, 2017 |
October 3, 2039 | S7-2-1 and S7-3-1 rear line lands of Taipei Port South Wharf |
None |
| Key leasing agreement |
Port of Keelung, Taiwan International Ports |
September 1, 2019 |
October 3, 2039 | S8-2-1 and S8-2-2 rear line lands of Taipei Port South Wharf |
None |
| Key leasing agreement |
Port of Keelung, Taiwan International Ports |
June 1, 2020 | May 31, 2030 | S09 Pier and S9-1 rear line land of Taipei Port South Wharf |
None |
| Key leasing agreement |
World Harmony Co., Ltd. | August 26, 2019 | October 3, 2039 | 1st phase factory zone solar energy leasingagreement |
None |
| Key leasing agreement |
Hua Jing Energy Co., Ltd. | November 13, 2020 |
October 3, 2039 | 3rd phase factory zone solar energy leasingagreement |
None |
| Loan agreement |
Mega Bank Taoyuan Airport Brach |
November 27, 2019 |
November 26, 2020 |
Short-term credit facility agreement | 10% of the loan must be deposited |
| Performance and |
Swiss Re Corporate |
April 30, 2020 | December 23, 2023 |
Performance and warranty bond | None |
| Performance bond |
CTBC |
February 11, 2020 |
June 11, 2024 | Performance bond | 100% time deposit pledged |
| Loan agreement |
Chang Hua Commercial Bank Puxin Branch |
April 29, 2020 |
December 31, 2020 |
Short-term credit facility agreement | 10% of the loan must be deposited |
| Loan agreement |
First Commercial Bank Zhongli Branch |
April 13, 2020 | April 12, 2021 | Short-term credit facility agreement | 10% of the loan must be deposited |
| Loan agreement |
Shanghai Commercial Saving Bank |
September 24, 2020 |
September 24, 2021 |
Short-term credit facility agreement | 10% of the loan must be deposited |
| Loan agreement |
Land Bank of Taiwan Zhongli Branch |
September 26, 2020 |
September 25, 2021 |
Short-term credit facility agreement | 10% of the loan must be deposited |
| Loan agreement |
Cathay United Bank Tongde Branch |
December 15, 2020 |
September 1, 2021 |
Short-term credit facility agreement | 10% of the loan must be deposited |
| Loan agreement |
Taishin Bank Jianbei Branch |
December 7, 2020 |
December 6, 2021 |
Short-term credit facility agreement | 10% of the loan must be deposited |
| Loan agreement |
Mega Bank Taoyuan Airport Brach |
November 20, 2020 |
November 19, 2021 |
Short-term credit facility agreement | 10% of the loan must be deposited |
| Loan agreement |
Shin Kong Bank Sales Department |
December 22, 2020 |
December 21, 2021 |
Short-term credit facility agreement | 10% of the loan must be deposited |
| Loan agreement |
Chang Hua Commercial Bank Puxin Branch |
December 25, 2020 |
December 31, 2021 |
Short-term credit facility agreement | 10% of the loan must be deposited |
| Loan agreement |
Taiwan Business Bank Dayuan Branch |
March 15, 2021 | March 15, 2026 | Syndicated credit facility agreement | Plant, machine, and equipmentpledge |
| Performance bond |
HSBC (Taiwan) Commercial Bank |
February 19, 2021 |
March 1, 2022 | Performance bond | 20% pledge |
| Construction contract |
Company B & C |
October 2, 2018 | September 1, 2023 |
Manufacturing and supply 62 sets of jacket foundations |
Non-disclosure agreement |
| Construction contract |
Company A |
May 30, 2019 | March 1, 2021 | Manufacturing and supply 81 pin pile foundations |
Non-disclosure agreement |
| Construction contract |
Company B & C |
November 4, 2019 |
October 1, 2021 | Manufacturing and supply 69 pin piles of foundations |
Non-disclosure agreement |
| Construction contract |
Company D |
December 30, 2020 |
March 1, 2021 | Processing and manufacturing of 36 pin pile foundations |
Non-disclosure agreement |
73
Six. Overview of the Company’s Financial Status
I. Condensed balance sheets and statements of comprehensive income for the five most recent fiscal years and the CPAs’ audit opinion
-
(I) Condensed balance sheet and statement of comprehensive income
-
Condensed consolidated balance sheet
Unit: NTD thousand
| Year Item |
Year Item |
Financial data in the recent five years | Financial data in the recent five years | Financial data in the recent five years | Financial data in the recent five years | Financial data in the recent five years |
|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Current assets | N/A (Note 1) | 588,471 | 2,405,558 | 1,005,252 | 1,979,748 | |
| Property, plant and equipment | 1,827 | 200,677 | 1,458,031 | 3,159,956 | ||
| Intangible assets | - | - | - | 2,440 | ||
| Other assets | 22,326 | 247,055 | 1,196,001 | 1,890,347 | ||
| Total | assets | 612,624 | 2,853,290 | 3,659,284 | 7,032,491 | |
| Current liabilities |
Before distribution |
1,498 | 157,343 | 332,768 | 1,700,697 | |
| After distribution |
1,498 | 157,343 | 332,768 | 1,700,697 | ||
| Non-current liabilities | - | 26 | 699,695 | 1,217,627 | ||
| Total liabilities | Before distribution |
1,498 | 157,369 | 1,032,463 | 2,918,324 | |
| After distribution |
1,498 | 157,369 | 1,032,463 | 3,418,324 | ||
| Equity attributable to owners of the parent |
611,126 | 2,693,442 | 2,604,364 | 4,092,525 | ||
| Share capital (capital collected in advanceincluded) |
450,000 | 880,000 | 880,000 | 1,000,000 | ||
| Additional paid-in capital | 175,000 | 1,895,047 | 1,895,047 | 2,324,364 | ||
| Retained earnings |
Before distribution |
(13,874) | (81,605) | (170,683) | 768,161 | |
| After distribution |
(13,874) | (81,605) | (170,683) | 768,161 | ||
| Other | equity | - | - | - | - | |
| Treasury shares | - | - | - | - | ||
| Non-controlling interests | - | 2,479 | 22,457 | 21,642 | ||
| Total equity | Before distribution |
611,126 | 2,695,921 | 2,626,821 | 4,114,167 | |
| After distribution |
611,126 | 2,695,921 | 2,626,821 | 4,114,167 |
Note 1: The Company was established on May 15, 2017, and the financial statements have been audited and certified by the CPAs since 2017.
74
2. Condensed consolidated statements of comprehensive income
Unit: NTD thousand, expect earnings per share is NTD
| Year Item |
Financial data in the recent fiveyears | Financial data in the recent fiveyears | Financial data in the recent fiveyears | Financial data in the recent fiveyears | Financial data in the recent fiveyears |
|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |
| Operatingincome | N/A (Note 1) | - | - | 94,582 | 2,514,611 |
| Gross margin | - | - | 25,157 | 1,025,285 |
|
| Operatingincome(loss) | (14,099) | (66,574) | (93,284) | 935,016 | |
| Non-operatingincome and expense | 225 | (1,178) | (5,210) | (11,357) | |
| Profit before tax | (13,874) | (67,752) | (98,494) | 923,659 | |
| Net income of continuing operations for theperiod |
(13,874) | (67,752) | (98,494) | 923,659 |
|
| Loss from discontinuingoperation | - | - | - | - |
|
| Netprofit(loss)of theperiod | (13,874) | (67,752) | (98,494) | 767,346 | |
| Other comprehensive income recognized for the period (net amount after tax) |
(13,874) | (67,752) | (98,494) | 767,346 |
|
| Total comprehensive income in the currentperiod |
(13,874) | (67,752) | (98,494) | 767,346 |
|
| Equity attributable to owners of the parent |
(13,874) | (67,731) | (89,078) | 768,161 |
|
| Net profit attributable to non- controllinginterests |
- | (21) | (9,416) | (815) |
|
| Total comprehensive income attributable to the owners of the parent |
(13,874) | (67,731) | (89,078) | 768,161 |
|
| Total comprehensive income attributable to non-controlling interests |
- | (21) | (9,416) | (815) |
|
| Earningsper share | (0.72) | (1.48) | (1.01) | 8.09 |
Note 1: The Company was established on May 15, 2017, and the financial statements have been audited and certified by the CPAs since 2017.
3. Condensed parent-company only balance sheet
Unit: NTD thousand
| Year Item |
Year Item |
Financial analyses of the most recent 5years |
Financial analyses of the most recent 5years |
Financial analyses of the most recent 5years |
Financial analyses of the most recent 5years |
Financial analyses of the most recent 5years |
|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Current assets | N/A (Note 1) |
588,471 | 2,400,557 | 944,558 | 1,937,609 |
|
| Property, plant and equipment | 1,827 | 200,677 | 1,449,518 | 3,151,385 |
||
| Intangible asse | ts | - | - | - | 510 |
|
| Other assets | 22,326 | 249,534 | 1,235,332 | 1,929,305 |
||
| Total assets | 612,624 | 2,850,768 | 3,629,408 | 7,018,809 |
||
| Current liabilities | Before distribution |
1,498 | 157,300 | 326,840 | 1,709,442 |
|
| After distribution | 1,498 | 157,300 | 326,840 | 2,209,442 |
||
| Non-current liabilities | - | 26 | 698,204 | 1,216,842 |
||
| Total liabilities | Before distribution |
1,498 | 157,326 | 1,025,044 | 2,926,284 |
|
| After distribution | 1,498 | 157,326 | 1,025,044 | 3,426,284 |
||
| Equityattributable to owne | rs of theparent | 611,126 | 2,693,442 | 2,604,364 | 4,092,525 |
|
| Share capital (capital collected in advance included) |
450,000 | 880,000 | 880,000 | 1,000,000 |
||
| Additionalpaid-in | capital | 175,000 | 1,895,047 | 1,895,047 | 2,324,364 |
|
| Retained earnings | Before distribution |
(13,874) | (81,605) | (170,683) | 768,161 |
|
| After distribution | (13,874) | (81,605) | (170,683) | 768,161 | ||
| Other equity | - | - | - | - |
||
| Treasuryshares | - | - | - | - |
||
| Non-controllinginterests | - | - | - | - |
||
| Total equity | Before distribution |
611,126 | 2,693,442 | 2,604,364 | 4,092,525 |
|
| After distribution | 611,126 | 2,693,442 | 2,604,364 | 4,092,525 |
Note 1: The Company was established on May 15, 2017, and the financial statements have been audited and certified by the CPAs since 2017.
75
4. Condensed parent-company only statements of comprehensive income
Unit: NTD thousand, expect earnings per share is NTD
| Year Item |
Financial analyses of the most recent 5years | Financial analyses of the most recent 5years | Financial analyses of the most recent 5years | Financial analyses of the most recent 5years | Financial analyses of the most recent 5years |
|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |
| Operatingincome | N/A (Note 1) | - | - | 94,582 | 2,494,630 |
| Gross income | - | - | 25,157 | 1,008,919 | |
| Operatingincome(loss) | (14,099) | (66,532) | (65,385) | 936,937 | |
| Non-operating income and expense |
225 | (1,199) | (23,693) | (12,463) | |
| Profit before tax | (13,874) | (67,731) | (89,078) | 924,474 | |
| Net income of continuing operations for theperiod |
(13,874) | (67,731) | (89,078) | 768,161 | |
| Loss from discontinuing operation |
- | - | - | - | |
| Netprofit(loss)of theperiod | (13,874) | (67,731) | (89,078) | 768,161 | |
| Other comprehensive income recognized for the period (net amount after tax) |
- | - | - | - | |
| Total comprehensive income in the currentperiod |
(13,874) | (67,731) | (89,078) | 768,161 | |
| Equity attributable to owners of theparent |
- | - | - | - | |
| Net profit attributable tonon- controllinginterests |
- | - | - | - | |
| Total comprehensive income attributable to the owners of the parent |
- | - | - | - | |
| Total comprehensive income attributable tonon-controlling interests |
- | - | - | - | |
| Earningsper share(NTD) | (0.72) | (1.48) | (1.01) | 8.09 |
Note 1: The Company was established on May 15, 2017, and the financial statements have been audited and certified by the CPAs since 2017.
(II) CPAs over the past five years and their audit opinions:
| Year | Name of accounting firm | Certifying CPA | Audit opinions |
|---|---|---|---|
| 2016 | N/A | ||
| 2017 | EY Taiwan | Cheng, Ching-Piao, Hung, Mao-Yi |
Unqualified opinions |
| 2018 | EY Taiwan | Cheng, Ching-Piao, Hung, Mao-Yi |
Unqualified opinions |
| 2019 | EY Taiwan | Cheng, Ching-Piao, Hung, Mao-Yi |
Unqualified opinions |
| 2020 | EY Taiwan | Cheng, Ching-Piao, Hung, Mao-Yi |
Unqualified opinions |
76
II. Financial analyses for the five most recent fiscal years
(I) Financial analysis - consolidated
| (I) Financial analysis - consolidated |
(I) Financial analysis - consolidated |
|||||
|---|---|---|---|---|---|---|
| Year Analysis item |
Financial analysis of the five most recent fiscalyears(Note 1) | |||||
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Financial structure % |
Liabilityto asset ratio | N/A | 0.24 | 5.52 | 28.21 | 41.50 |
| Ratio of long-term capital to property, plant and equipment |
33,449.70 | 1,343.43 | 228.15 | 168.73 | ||
| Solvency % |
Current ratio | 39,283.78 | 1,528.86 | 302.09 | 116.41 | |
| Quick ratio | 39,251.13 | 1,516.98 | 275.29 | 77.42 | ||
| Times interest earned | (Note 2) | (1259.39) | (1212.20) | 5,471.05 | ||
| Operating ability |
Receivables turnover rate(times) | (Note 3) | (Note 3) | (Note 3) | 12.03 | |
| Average collection days for receivables | (Note 3) | (Note 3) | (Note 3) | 30 | ||
| Inventoryturnover rate(times) | (Note 4) | (Note 4) | 2.80 | 4.82 | ||
| Payables turnover rate(times) | (Note 5) | (Note 5) | 0.62 | 3.84 | ||
| Average days for sale | (Note 4) | (Note 4) | 130 | 75 | ||
| Property, plant and equipment turnover rate (times) |
(Note 6) | (Note 6) | 0.11 | 1.09 | ||
| Total asset turnover rate(times) | (Note 6) | (Note 6) | 0.03 | 0.47 | ||
| Profitability | Return on assets(%) | (4.53) | (3.67) | (2.84) | 14.61 | |
| Return on equity (%) | (4.54) | (4.10) | (3.70) | 22.77 | ||
| Ratio of income before tax topaid-in capital(%) | (3.08) | (7.70) | (11.19) | 92.37 | ||
| Profit margin(%) | (Note 6) | (Note 6) | (104.14) | 30.52 | ||
| Earningsper share(NTD) (Note 3) | (0.72) | (1.48) | (1.01) | 8.09 | ||
| Cash flow | Cash flow ratio(%) | (Note 7) | 44.44 | (Note 7) | 41.74 | |
| Cash flow adequacyratio(%) | (Note 8) | (Note 8) | (Note 8) | (Note 8) | ||
| Cash reinvestment ratio(%) | (Note 7) | 2.59 | (Note 7) | 17.19 | ||
| Leverage | Operatingleverage | (Note 9) | (Note 9) | (0.04) | 2.41 | |
| Financial leverage | 1.00 | 0.93 | 0.93 | 1.02 | ||
| Please explain the reasons for changes in each financial ratio during the two most recent years (changes of 20% or more): 1. Increase in the liability to asset ratio: Mainly because the expansion of operations increased the notes payable and payables on machinery and equipment. 2. Decrease in the long-term capital to property, plant and equipment ratio: Mainly because the construction of plants increased property, plant and equipment. 3. Decrease in the current ratio and quick ratio: Mainly because lease contracts increased and the pledges of financial assets measured at amortized costs - non-current assets increased. 4. Increase in the payables turnover rate, inventory turnover rate, average days for sale, property, plant and equipment turnover rate, total asset turnover rate, times interest earned, return on assets, return on equity, profit margin, and earnings per share: Mainly becauseprojects startedproduction fromQ3 2019,and the related construction costs and incomes were recognized in 2020. |
Source: financial statements audited and certified by the CPAs each year.
Note 1: The Company was established on May 15, 2017, and the financial statements have been audited and certified by the CPAs since 2017. Note 2: There has been no financial cost for the year, and thus analysis has no meaning. No calculation intended.
Note 3: There was no net amount of sales, receivables and notes receivable from operations in the year, and thus analysis has no meaning. No calculation intended.
Note 4: There has been no operating cost and inventories for the year, and thus analysis has no meaning. No calculation intended.
Note 5: There has been no operating cost, and thus analysis has no meaning. No calculation intended.
Note 6. There was no net amount of sales in the year, and thus analysis has no meaning. No calculation intended.
Note 7: The net cash flow from operating activities was negative, and thus no calculation was made.
Note 8: Fiscal years are fewer than five years, so this does not apply.
Note 9: There was no net amount of sales and operating cost, and thus analysis has no meaning. No calculation intended.
77
(II) Financial analysis - parent-company only
| II) Financial analysis - parent-company only | II) Financial analysis - parent-company only | |||||
|---|---|---|---|---|---|---|
| Year Analysis item |
Financial analysis of the five most recent fiscalyears(Note 1) | |||||
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Financial structure % |
Liabilityto asset ratio | N/A | 0.24 | 5.52 | 28.24 | 41.69 |
| Ratio of long-term capital to property, plant and equipment |
33,449.70 | 1,342.19 | 227.84 | 168.48 | ||
| Solvency % |
Current ratio | 39,283.78 | 1,526.10 | 289.00 | 113.35 | |
| Quick ratio | 39,251.13 | 1,514.21 | 262.06 | 74.59 | ||
| Times interest earned | (Note 2) | (1,258.97) | (1,091.52) | 5,493.35 | ||
| Operating ability |
Receivables turnover rate(times) | (Note 3) | (Note 3) | (Note 3) | 11.94 | |
| Average collection days for receivables | (Note 3) | (Note 3) | (Note 3) | 31 | ||
| Inventoryturnover rate(times) | (Note 4) | (Note 4) | 2.82 | 4.81 | ||
Payables turnover rate(times) |
(Note 5) | (Note 5) | 0.62 | 3.74 | ||
| Average days for sale | (Note 4) | (Note 4) | 130 | 76 | ||
| Property, plant and equipment turnover rate (times) |
(Note 6) | (Note 6) | 0.11 | 1.08 | ||
| Total asset turnover rate(times) | (Note 6) | (Note 6) | 0.03 | 0.47 | ||
| Profitabili ty |
Return on assets(%) | (4.53) | (3.67) | (2.56) | 14.69 | |
| Return on equity (%) | (4.54) | (4.10) | (3.36) | 22.94 | ||
| Ratio of income before tax to paid-in capital (%) |
(3.08) | (7.70) | (10.12) | 92.45 | ||
| Profit margin(%) | (Note 6) | (Note 6) | (94.18) | 30.79 | ||
| Earningsper share(NTD) (Note 3) | (0.72) | (1.48) | (1.01) | 8.09 | ||
| Cash flow |
Cash flow ratio(%) | (Note 7) | 44.46 | (Note 7) | 42.26 | |
| Cash flow adequacyratio(%) | (Note 8) | (Note 8) | (Note 8) | (Note 8) | ||
| Cash reinvestment ratio(%) | (Note 7) | 2.60 | (Note 7) | 17.59 | ||
| Leverage | Operatingleverage | (Note 9) | (Note 9) | (0.34) | 2.43 | |
Financial leverage |
1.00 | 0.93 | 0.90 | 1.02 | ||
| Please explain the reasons for changes in each financial ratio during the two most recent years (changes of 20% or more): 1. Increase in the liability to asset ratio: Mainly because the expansion of operations increased the notes payable and payables on machinery and equipment. 2. Decrease in the long-term capital to property, plant and equipment ratio: Mainly because the construction of plants increased property, plant and equipment. 3. Decrease in the current ratio and quick ratio: Mainly because lease contracts increased and the pledges of financial assets measured at amortized costs - non-current assets increased. 4. Increase in the payables turnover rate, inventory turnover rate, average days for sale, property, plant and equipment turnover rate, total asset turnover rate, times interest earned, return on assets, return on equity, profit margin, and earnings per share: Mainly because projects started production from Q3 2019, and the related construction costs and incomes were recognized in 2020. |
Sources: parent-company only financial statements audited and certified by the CPAs each year.
Note 1: The Company was established on May 15, 2017, and the financial statements have been audited and certified by the CPAs since 2017. Note 2: There has been no financial cost for the year, and thus analysis has no meaning. No calculation intended.
Note 3: There was no net amount of sales, receivables and notes receivable from operations in the year, and thus analysis has no meaning. No calculation intended.
Note 4: There has been no operating cost and inventories for the year, and thus analysis has no meaning. No calculation intended. Note 5: There has been no operating cost, and thus analysis has no meaning. No calculation intended.
Note 6. There was no net amount of sales in the year, and thus analysis has no meaning. No calculation intended. Note 7: The net cash flow from operating activities was negative, and thus no calculation was made. Note 8: Fiscal years are fewer than five years, so this does not apply.
Note 9: There was no net amount of sales and operating cost, and thus analysis has no meaning. No calculation intended. Note 10: Formulae of the analysis items are as follows:
-
Financial structure
-
(1) Liability to asset ratio = total liabilities / total assets.
(2) Long-term capital to property, plant and equipment ratio = (total equity + noncurrent liabilities) / net property, plant and equipment.
-
Solvency
-
(1) Current 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 ability
78
(1) Receivables (including accounts receivable and notes receivable arising from business operations) turnover rate = net sales / average
receivables (including accounts receivable and notes receivable arising from business operations) for each period.
(2) Average collection days for receivables = 365 / receivables turn over rate.
- (3) Inventory turnover rate = cost of sales / average inventory.
(4) Payables (including accounts payable and notes payable arising from business operations) turnover rate = cost of sale / average payables (including accounts payable and notes payable arising from business operations) for each period.
-
(5) Average days of sale = 365 / inventory turnover rate.
-
(6) Property, plant and equipment turnover rate = net sales / average net book value of property, plant and equipment.
-
(7) Total asset turnover rate = net sales / average total assets.
4. 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) Profit margin before tax = net income / net sales.
(4) Earnings per share = (profit and loss attributable to owners of the parent - dividends on preferred shares) / weighted average number of issued shares.
5. 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 five most recent years / (capital expenditure + inventory increase + cash dividends) for the five most recent years.
(3) Cash flow reinvestment ratio = (net cash flow from operating activities - cash dividends) / (gross amount of property, plant and equipment value + long-term investments + other non-current assets + working capital).
6. Leveraging:
(1) Operating leverage = (net operating revenue - variable operating costs and expenses) / operating income.
(2) Financial leverage = operating income / (operating income - interest expenses).
79
III. 2020 Audit Committee’s report for the most recent year’s financial statement
Century Wind Power Co., Ltd.
Audit Report by the Audit Committee
The Board of Directors prepared and submitted the Company’s business report, financial statements and earnings distribution proposal for 2020. The financial statements for 2020 have already been audited by Ernst & Young, and the independent auditor’s report has been issued accordingly. The above-mentioned business report, financial statements and earnings distribution schedule for 2020 have been reviewed by the Audit Committee, with no discrepancies detected. Therefore, this report is issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act; kindly review and approve.
To
2021 general shareholders’ meeting of Century Wind Power Co., Ltd.
Century Wind Power Co., Ltd.
Convener of Audit Committee: Chung-Chiu Huang
February 22, 2021
80
IV. The parent-company only financial statement for the most recent year and the CPAs’ audit report: Please refer to pages 93–193.
V. The consolidated financial statement for the most recent year and CPAs’ audit report: Please refer to pages 194–280.
VI. Financial difficulties experienced by the Company or its affiliates in the most recent fiscal year and up to the date of publication of the annual report, and the impact on the Company’s financial position: None.
81
Seven. Review and Analysis of the Financial Position and Financial Performance and the Risks
I. Financial position
| Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand |
|---|---|---|---|---|
| Year Item |
2020 |
2019 | Difference | |
| Amount | % | |||
| Current assets | 1,979,748 | 1,005,252 | 974,496 | 96.94 |
| Property, plant and equipment | 3,159,956 | 1,458,031 | 1,701,925 | 116.73 |
| Other assets | 1,892,787 | 1,196,001 | 696,786 | 58.26 |
| Total assets | 7,032,491 | 3,659,284 | 3,373,207 | 92.18 |
| Current liabilities | 1,700,697 | 332,768 | 1,367,929 | 411.08 |
| Non-current liabilities | 1,217,627 | 699,695 | 517,932 | 74.02 |
| Total liabilities | 2,918,324 | 1,032,463 | 1,885,861 | 182.66 |
| Share capital (capital collected in advance included) |
1,000,000 | 880,000 | 120,000 | 13.64 |
| Additional paid-in capital | 2,324,364 | 1,895,047 | 429,317 | 22.65 |
| Retained earnings | 768,161 | (170,683) | 938,844 | 550.05 |
| Other equity | - | - | - | - |
| Non-controlling interests | 21,642 | 22,457 | (815) | 3.63 |
| Total shareholders’ equity | 4,114,167 | 2,626,821 | 1,487,346 | 56.62 |
| Analysis and explanation of changes (the percentage of change between two consecutive terms is 20% or above and the changed amount is over NTD 10 million): 1、 Increase of current assets: Mainly because of the construction contracts input to contractual assets, and the receivable increased. 2、Increase of property, plant and equipment: Mainly because of plant construction input. 3、Other assets: Mainly because the increase in right-of-use assets and lease contracts led to an increase in related financial assets measured at amortized cost - non-current. 4、 Increase of current liabilities: Mainly because bank loans, contractual liabilities, other payables and income tax liabilities of the period increased. 5、 Increase of non-current liabilities: Mainly because the lease liabilities increased. 6、 Increase of capital : Mainly because in 2020 the capital was increased in cash. 7. Increase of retained earnings: Mainly because of the contributions from the net profit after tax. |
Analysis and explanation of changes (the percentage of change between two consecutive terms is 20% or above and the changed amount is over NTD 10 million):
- 1 、 Increase of current assets: Mainly because of the construction contracts input to contractual assets, and the receivable increased.
2 、 Increase of property, plant and equipment: Mainly because of plant construction input.
-
3 、 Other assets: Mainly because the increase in right-of-use assets and lease contracts led to an increase in related financial assets measured at amortized cost - non-current.
-
4 、 Increase of current liabilities: Mainly because bank loans, contractual liabilities, other payables and income tax liabilities of the period increased.
-
5 、 Increase of non-current liabilities: Mainly because the lease liabilities increased.
-
6 、 Increase of capital : Mainly because in 2020 the capital was increased in cash.
-
Increase of retained earnings: Mainly because of the contributions from the net profit after tax.
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II. Financial performance
(I) Comparative analysis of financial performance
Unit: NTD thousand
| Unit: NTD thousand | ||||
|---|---|---|---|---|
| Year Item |
2020 |
2019 | Increased (decreased) amount |
Change % |
| Netoperatingincome | 2,514,611 | 94,582 | 2,420,029 | 2,558.66 |
| Operating cost | 1,489,326 | 69,425 | 1,419,901 | 2,045.23 |
| Grossmargin | 1,025,285 | 25,157 | 1,000,128 | 3,975.55 |
| Operating expenses | (90,269) | (118,441) | 28,172 | 23.79 |
| Operation income | 935,016 | (93,284) | 1,028,300 | 1,102.33 |
| Non-operating income and expense |
(11,357) | (5,210) | (6,147) | 117.98 |
| Income beforetaxation | 923,659 | (98,494) | 1,022,153 | 1,037.78 |
| Incometaxexpense | (156,316) | - | (156,316) | - |
| Profit in the period | 767,346 | (98,494) | 865,840 | 879.08 |
| Analysis and explanation of changes (the percentage of change between two consecutive terms is 20% or above and the changed amount is over NTD 10 million): 1. Increase of operating income: Mainly because construction projects commenced to incur contributions to revenue. 2. Increase of operating costs: Mainly because operating costs increased in relation to the increase in operating income. 3. Increase of gross margin and operating income: Mainly because gross margin increased in relation to the increase in operating income. 4. Increase of operating expenses: Mainly because the production started from Q3 2019 and the management costs were recognized as related construction costs from 2020. 5. Increase of income before tax and net profit of the period: Mainly because operating income increased. 6. Increase of income tax expense: Mainly because profit increased. |
(II) Sales volume forecast and the basis thereof, and describe the effect upon the Company’s financial operations as well as measures to be taken in response:
1. Sales volume forecast and the basis thereof
The Company has not prepared a financial forecast, so the sales volume forecast and the basis thereof are not applicable. The Company expects that the operating revenue will keep on growing in the next year. The annual shipment goals are determined mainly based on the clients’ demand forecast while taking capacity planning and past operation performance into account.
- Effect upon the Company’s financial operations as well as measures to be taken in response: The Company has a robust financial position and is able to meet the needs of future business growth.
III. Cash flow analysis
Describe and analyze any cash flow changes during the most recent fiscal year, describe corrective measures to be taken in response to illiquidity, and provide a liquidity analysis for the coming year.
(I) Describe and analyze any cash flow changes during the most recent fiscal year: (consolidated)
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Unit: NTD thousand
| Year Item |
2020 |
2019 | Increased (decreased) amount |
Increased (decreased) percentage |
|---|---|---|---|---|
| Net cash flow from operating activities |
709,914 | (64,029) | 773,943 | 1,208.74 |
| Net cash flows from investing activities |
(1,987,341) | (1,456,542) | (530,799) | 36.44 |
| Net cash flow from financing activities |
1,006,551 | 17,442 | 989,109 | 5,670.85 |
| Analysis and explanation of changes in the percentage of increase or decrease: 1. Increase in cash inflow from operating activities: Mainly because the net profit before tax and contract liabilities increased. 2. The cash outflow from investing activities increased: Mainly because of plant construction, acquisition of financial assets measured at amortized costs, intangible assets, and disposal of investment accounted for under the equity method. 3. Increase in cash inflow from financing activities: Mainly because the banks borrowings increased and the capital payment received by issuing new shares for capital increase in cash. |
(II) Improvement plan for insufficient liquidity: None.
(III) Cash flow analysis for the next year (2021):
Unit: NTD thousand
| Cash balance at the beginning of the year |
Net cash flow expected from operating activities for the whole year |
Net cash outflow expected for the wholeyear |
The expected amount of remaining (shortage of) cash |
Expected remedies for insufficient cash |
Expected remedies for insufficient cash |
|---|---|---|---|---|---|
| (1) | (2) | (3) | (1)+(2)-(3) | Investment plan |
Treasury plan |
| 612,095 | 825,842 | 839,795 | 598,142 | - | - |
| 1. Analysis of cash flow changes for the next year: (1) Operating activities: It is expected that the recovery of the projects in hand and the full implementation of cost savings will generate net cash inflow. (2) Investing activities: Mainly building plants, purchasing machinery equipment, among other things. (3) Financing activities: Mainly repaying the due medium and long-term borrowings and distributing cash dividends. 2. Expected remedies for insufficient cash and liquidity analysis: N/A. |
IV. Effect upon financial operations of any major capital expenditures during the most recent fiscal year:
Due to the continuous performance growth of offshore wind power substructure products, the Company continued to expand the Taipei Port plant in response to the order demand. The source of funds was supported by its own funds and bank loans. Currently, sufficient funds and bank credit facilities have been obtained for the expansion of the plant. It is sufficient to meet subsequent funding needs, so the related capital expenditures for the construction of the plant have not yet had a significant impact on the Company’s financial business.
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V. Reinvestment policy for the most recent fiscal year, the main reasons for the profits or losses generated, plans for improvement, and investment plans for the coming year
Unit: NTD thousand
| Unit: NTD thousan | |||||
|---|---|---|---|---|---|
| Investor | Investee | Recognized investment income (loss)of 2020 |
Main operative item | Major reason of income or loss |
Improvement plan |
| Century Wind Power Co., Ltd. |
Century Wind International Co., Ltd. |
(497) | International trading | Still in the establishing period; the loss is mainly the result of operating expenses and management fees |
Once established and starting normal operations, profit is expected to increase. |
| Century Wind Power Co., Ltd. |
APEX Wind Power Equipment Manufacturing Company Limited |
(523) | Manufacturing of metal structure |
Still in the equipment installation period; the loss is mainly the result of operating expenses and management fees |
All shares were disposed in November 2020, with consideration of NTD 95,883 thousand; again on disposals of investment of NTD 13,675 thousand was recognized. |
| Century Wind Power Co., Ltd. |
Tai-Shing Century Wind Power Co., Ltd. |
(1,049) | Manufacturing of power generation and distribution machinery and equipment |
Still in the establishing period; the loss is mainly the result of operating expenses and management fees |
Tai-Shing Century Wind Power Co., Ltd. was approved by the board of directors to dissolve and liquidate on July 31, 2020. |
| Century Wind Power Co., Ltd. |
Century Bladt Foundations Co., Ltd. |
(636) | Manfacturing of power generation distribution machinery and equipment |
Still in the establishing period; the loss is mainly the result of operating expenses and management fees |
Established; once normal operations have started, profit is expected to increase. |
| Century Wind Power Co., Ltd. |
Century Heavy Industry International Co., Ltd |
595 | Lifting engineering industry |
Resulted from the project contracted and executed |
Projects have been contracted and executed. Once the new machines arrive, the business volume and profit are expected to increase. |
VI. Risk analysis and assessment in the most recent fiscal year and up to the date of publication of the annual report
(I) The effect upon the Company’s profit or loss of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future:
- The effect upon the Company’s profit or loss of interest rate fluctuations, and response measures to be taken in the future:
Due to the characteristics of the industry, the steel structure industry requires a large amount of working capital and is vulnerable to fluctuations in financing interest rates. The Company
actively works for financing conditions for longer terms with lower interest rates (such as midand long term syndicated loans).
- The effect upon the Company’s profit or loss of exchange rate fluctuations, and response measures to be taken in the future:
The Company’s exchange rate risk mainly comes from foreign currency deposits and import financing, and the response measure is to use foreign exchange forward contracts for hedging to manage related risks.
85
- The effect upon the Company’s profit or loss of inflation rate, and response measures to be taken in the future:
Based on the current economic situation, the domestic inflation index is still low and the impact on the Company is not significant, but the Company will pay close attention to the development of the economic situation.
(II) The Company’s policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivative transactions; the main reasons for the profit or loss generated thereby; and response measures to be taken in the future:
-
The Company’s policy regarding high-risk investments, highly leveraged investments; the main reasons for the profit or loss generated thereby; and response measures to be taken in the future: The Company and its subsidiaries mainly focus on the operation and development of the core business and have not stepped into investing in other high-risk industries. Furthermore, the Company has always been operating rigorously and does not make any highly leveraged investments.
-
The Company’s policy regarding loans to other parties; the main reasons for the profit or loss generated thereby; and response measures to be taken in the future:
-
The loaning of funds to others by the Company and subsidiaries is handled pursuant the Company’s “Operational Procedures of Loaning Funds to Others”.
As of December 21, 2020, no funds have been loaned to to others.
- The Company’s policy regarding endorsements and guarantees; and response measures to be taken in the future:
As of December 21, 2020, no endorsements and guarantees have been offered by the Company.
- The Company’s policy regarding derivative transactions; and response measures to be taken in the future:
The Company engages in derivative transactions mainly for the purpose of hedging, to avoid the impact of exchange rate changes, and thus the Company’s overall foreign exchange risk may be mitigated and foreign exchange operating costs are saved. It is not used for arbitrage and speculative transaction purposes. In addition to complying with relevant regulations issued by the competent authority and generally accepted accounting principles, it will also be handled pursuant to the Company’s “Operation of Derivative Transactions” and “Handling Procedures of Derivatives”. As of December 31 2020, the Company has not engaged in derivative transactions.
(III) Research and development work to be carried out in the future, and further expenditures expected for research and development work during the most recent year and up to the publication date of the annual report:
The Company is mainly engaged in the manufacture of offshore wind power substructures, which are all made based the structural design drawings furnished by the clients. Therefore, there is no department dedicated to the research and development of production technology and
86
product functions. Currently, the Company still classifies the related expenses as manufacturing expenses. However, the Group has set up a design department to be responsible for the development of engineering drawings and production drawings. Meanwhile, it conducts research on various product categories to reduce input costs, shorten construction periods, reduce the number of people at construction sites and the occurrence of occupational safety incidents. The Group applies for patents of various construction methods and related
manufacturing technologies that are self-developed currently and in the future to relevant units to enhance the Company’s competitiveness and achieve the Company’s goal of sustainable operations.
(IV) During the most recent year and up to the publication date of the annual report, the effect on the Company’s financial operations of important policies adopted and changes in the key policies and laws at home and abroad, and measures to be taken in response:
The Company and its subsidiaries continue to monitor the changes in the domestic and foreign political and economic environments, policies, laws and regulations, and take various corresponding measures in a timely manner. In 2020 and as of the publication date of the prospectus, the Company has not been affected by changes in policies and laws in terms of finance and business.
(V) During the most recent year and up to the publication date of the annual report, impacts of technology and industry evolution on the Company’s finance and business, and measures to be taken in response:
The Company grasps the pulse of the relevant industries and analyzes trends in a timely manner. For 2020 and as of the publication date of the prospectus, there were no incidents that affected the finance and business due to technological changes.
(VI) Effect on the Company’s crisis management of changes in the Company’s corporate image, and measures to be taken in response:
The Company upholds the principles of professionalism and ethics, and values corporate image and risk control. There has been no major corporate image change that has led to corporate crisis management.
(VII) During the most recent year and up to the publication date of the annual report, expected benefits and possible risks associated with any mergers and acquisitions, and mitigation measures being or to be taken: None.
(VIII) During the most recent year and up to the publication date of the annual report, expected benefits and possible risks associated with any plant expansions, and mitigation measures being or to be taken: None.
(IX) During the most recent year and up to the publication date of the annual report, risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken:
- Risks associated with concentration of purchasing
The Company’s main business is offshore wind power substructure steel structure construction. The current contracts are mostly contracted with the parent company. Based on the division of
87
work, the main materials are mostly purchased by the parent company, so there is no risk of concentration of purchases.
- Risks associated with concentration of sales
The amount of funds invested in offshore wind power substructure projects is huge and takes a long time. It is not unusual that large-scale projects calculated with the percentage of completion method result in a concentration of sales in some clients. This is due to the characteristics of the industry; but the Company’s projects are all obtained through bidding or negotiation, and the main clients change along with the construction and completion. Therefore, in the medium and long term, the Company does not have a risk of concentration of sales.
(X) During the most recent year and up to the publication date of the annual report, effect 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 mitigation measures being or to be taken: None.
(XI) During the most recent year and up to the publication date of the annual report, effect upon and risk to the Company associated with any change in governance personnel or top management, and mitigation measures being or to be taken: None.
(XII) Litigious and non-litigious matters
-
List major litigious, non-litigious or administrative disputes that have been concluded by means of a final and unappealable judgment, or are still under litigation during the two most recent years and up to the publication date of the annual report, which could materially affect shareholders’ equity or the prices of the Company’s securities, and 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: None.
-
List major litigious, non-litigious or administrative disputes during the two most recent years and up to the publication date of the annual report that involve any Company director, supervisor, general manager, any person with actual responsibility, any major shareholder holding a stake greater than 10 percent, or any companies controlled by the Company, and could materially affect shareholders’ equity or the prices of the company’s securities: None.
(XIII) Other important risks, and mitigation measures being or to be taken:
-
List major litigious, non-litigious or administrative disputes that have been concluded by means of a final and unappealable judgment, or are still under litigation during the two most recent years and up to the publication date of the annual report, which could materially affect shareholders’ equity or the prices of the Company’s securities, and 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: None.
-
List major litigious, non-litigious or administrative disputes during the two most recent years and up to the publication date of the annual report that involve any Company director, supervisor, general manager, any person with actual responsibility, any major shareholder
88
holding a stake greater than 10 percent, or any companies controlled by the Company, and could materially affect shareholders’ equity or the prices of the company’s securities: None.
(XIII) Other important risks, and mitigation measures being or to be taken: Risk management:
The Company’s risk management identifies and evaluates various potential risks, and then takes appropriate strategies to monitor changes in the internal environment and system compliance. The Company has implemented various sorts of risk management and the following responsible units:
1. Strategic risks and operation risks:
Each department formulates control systems based on their business and authority, and regularly analyzes and evaluates such pursuant to laws, policies, and market movements.
(1) The sales department holds weekly business meetings for performance and payment collection
- (2) Production and quality control submit monthly progress reports on various sorts of output and quality at the business meeting
(3) The environment, safety and health department regularly convenes environment, safety and health meetings for review and planning
- Financial risks:
The financial department formulates various control systems, and analyzes and evaluates regularly based on changes in the financial market. Reports of financial information are made in the business meetings and operating meetings, while controlling and handling risks and crises that may occur.
3. Information risks:
The field of information development has already undergone a digital transformation, and it is more dependent on information systems. The availability of data backup and remote backup mechanisms are established based on the risk levels, to ensure data integrity. In order to prevent damage to the information system, anti-virus, anti-hacking, disaster prevention and anti-theft mechanisms are established in the Company; hardware maintenance contracts are entered to ensure smooth operations. For software, service contracts are entered into with third-party service vendors to reduce the possibility of disasters.
In order to strengthen the ability to respond to information security incidents and digital forensics, training for information personnel and information related to network security and information security awareness are provided, to avoid or mitigate security damage incidents caused by people. The audit office conducts internal control inspections through information system risk management every year to achieve information security goals. In addition, the audit office continuously checks the above risk control through risk assessment.
VII. Other important matters: None.
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Eight. Special Items to Be Included
I. Information related to the Company’s affiliates
(I) Organizational chart of affiliates
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----- Start of picture text -----
Century Iron and Steel 世紀鋼鐵結構
Industrial Co., Ltd. 股份有限公司
60.82%
世紀離岸風電設備
Century Wind Power Co., Ltd.
股份有限公司
50% 66.60%
Century Wind 世紀寰宇 Century Bladt 世紀鈽錸特
International Co., Ltd. 股份有限公司 Foundations Co., Ltd. 股份有限公司
----- End of picture text -----
(II) Basic information of affiliates
| December 31,2020;Unit: NTD thousand | December 31,2020;Unit: NTD thousand | |||
|---|---|---|---|---|
| Name of enterprise | Date of incorporation |
Address | Paid-in capital | Major business or production |
| Century Iron and Steel Industrial Co., Ltd. |
October 9, 1987 |
No. 1119, Sec. 1, Zhongshan Rd., Guanyin Dist., Taoyuan City |
2,299,898 | (I) Processing, manufacturing, transaction of steel frames and structures, and related installation; (II) Manufacturing and transaction of steel structure for buildings and bridges |
| Century Wind International Co., Ltd. | July 25, 2018 | 2F-31, No. 1, Ln. 126, Sec. 1, Fuxing S. Rd., Da’an Dist., 106 Taipei City |
5,000 | International trade |
| Century Bladt Foundations Co., Ltd. | June 20, 2019 | No. 1119, Sec. 1, Zhongshan Rd., Guanyin Dist., Taoyuan City |
88,007 | Engineering management and consultancyservices |
(III) Common shareholders for the companies with presumed relationship of control or subordination: None.
(IV) Industries covered by businesses operated by affiliates overall: For the major business or products of each affiliate, please refer to the abovementioned (II) “Basic information of affiliates”.
(V) Information of directors, supervisors, and president of each affiliate
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December 31, 2020; Unit: NTD thousand / share
| Name of enterprise | Position | Name or representative | Shareholding | |
|---|---|---|---|---|
| Shares | Shareholding percentage |
|||
| Century Iron and Steel Industrial Co., Ltd. |
Chairman | Shiangfeng Investment Co., Ltd. Representative: Lai,Wen-Hsiang |
11,767,984 shares | 5.12% |
| Director | Shiangding Investment Co., Ltd. Representative: Chen,Hsing-Hsueh |
17,506,713 shares | 7.61% | |
| Director | Guangtseng Investment Co., Ltd. Representative: Chou,Sheng-Hao |
14,325,100 shares | 6.23% | |
| Director | Chen,Chih-Chang | 510,920 shares | 0.22% | |
| Director | Su,Ming-De | 0 share | 0.00% | |
| Independent Director |
Peng, Tsung-Cheng | 74,181 shares | 0.03% | |
| Independent Director |
Hu, Huei-Sen | 0 share | 0.00% | |
| Supervisors | Lin,Bi-Hua | 1,662,620 shares | 0.72% | |
| Supervisors | Chin,Chia-Hong | 0 share | 0.00% | |
| Supervisors | Yang,Tien-Cheng | 387,859 shares | 0.17% | |
| Managerial officer |
Lin, Ming-Cheng | 5,681 shares | 0.00% | |
| Century Bladt Foundations Co., Ltd. |
Chairman | Century Wind Power Co., Ltd. Representative: Lin,Ming-Hung |
5,861,260 shares | 66.60% |
| Director | Century Wind Power Co., Ltd. Representative: Li, Chien-Cheng and Lai, Wen- Hsiang |
5,861,260 shares | 66.60% | |
| Director | BLADT INDUSTRIES A/S | 2,939,430 shares | 33.40% | |
| Representative: Anders SØe-Jensen, Klaus Munck Rasmussen, Peter Rindebæk Andersen |
||||
| Supervisors | Li,Hsiang-Yi | 0 share | 0.00% | |
| Supervisors | Finn Bundgaard Bech | 0 share | 0.00% | |
| Managerial officer |
Yu, Chung-Wei | 0 share | 0.00% | |
| Century Wind International Co., Ltd. |
Chairman | Representative of Taiwan Ship & Offshore TechnologyLtd. |
175,000 shares | 35.00% |
| Representative: Lin,Ming-Hung | ||||
| Director | CenturyWind Power Co.,Ltd. | 250,000 shares | 50.00% | |
| Representative: Ding,Sheng-Liang | ||||
| Director | Lai,Hsuan-Fen | 75,000 shares | 15.00% | |
| Supervisors | Lai,Huei-Hua | 0 share | 0.00% | |
| Managerial officer |
Lin, Ming-Hung | 0 share | 0.00% |
(VI) Operation overview of each affiliate
| December 31,2020;Unit: NTD thousand | December 31,2020;Unit: NTD thousand | December 31,2020;Unit: NTD thousand | December 31,2020;Unit: NTD thousand | |||||
|---|---|---|---|---|---|---|---|---|
| Name of enterprise | Capital | Assets | Liabilities | Net value | Operation | Operation | Income (loss) of the period |
Earnings per share (NTD) |
| Total value | Total amount |
Revenue | Income (loss) |
(After tax) | (After tax) | |||
| Century Wind International Co., Ltd. |
5,000 | 3,725 | 190 | 3,535 | 0 | (994) | (994) | - |
| Century Bladt Foundations Co., Ltd. |
88,007 | 72,039 | 12,535 | 59,504 | 55,106 | (1,195) | (954) | - |
(VII) Consolidated financial statements of affiliates
For Fiscal Year 2020 (from January 1 to December 31, 2020), pursuant to the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises”, the companies that shall be included for preparation of the consolidated financial statements of affiliated enterprises are identical to the companies required by IFRS 10 to be included for preparation of the consolidated financial statements of the parent company and subsidiaries. The information to be disclosed in the consolidated financial statements of affiliated enterprises has been disclosed in the abovementioned consolidated financial statements of the parent company and subsidiaries. Therefore the
91
consolidated financial statements of affiliated enterprises are not prepared separately.
(VIII) Report of Affiliates: None.
II. Private placement of securities during the most recent fiscal year and up to the date of publication of the annual report: None.
III. Share of the company held or disposed by subsidiaries during the most recent fiscal year and up to the date of publication of the annual report: None.
IV. Other matters that require additional description: None.
V. Any of the situations listed in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act which materially affect shareholders’ equity or the price of the Company’s securities during the most recent fiscal year and up to the date of publication of the annual report: None.
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- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd.
Parent-Company-Only Balance Sheets
As of December 31, 2020 and 2019
(Amounts Expressed in Thousand of New Taiwan Dollars)
| Assets | Assets | As of December 31,2020 | As of December 31,2020 | As of December 31,2019 | As of December 31,2019 | Liabilities and Equity | Liabilities and Equity | Liabilities and Equity | As of December 31,2020 | As of December 31,2020 | As of December 31,2019 | As of December 31,2019 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % |
Amount | % |
Code | Accounts | Notes | Amount | % |
Amount | % |
| 1100 1136 1140 1150 1170 1200 1210 1310 1410 1470 11xx 1535 1550 1560 1600 1755 1780 1840 1990 15xx 1xxx |
Current assets Cash and cash equivalents Financial assets measured at amortized cost Contract assets Notes receivables, net Trade receivables, net Other receivables Other receivables - related parties Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets measured at amortized cost Investment accounted for under equity method Contract assets Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets Other non-current assets Total non-current assets Total Assets |
4, 6(1) 4, 6(2), 8 4, 6(14) 4, 6(3) 4, 6(4) 7 4, 6(5) 4, 6(2), 8 4, 6(6) 4, 6(14) 4, 6(7), 7 4, 6(16), 7 4, 6(8) 4, 6(19) 6(9), 7 |
$570,738 271,593 566,910 - 417,936 4,793 20 1,164 94,544 9,911 1,937,609 457,612 56,949 - 3,151,385 1,280,230 510 3,415 131,099 5,081,200 $7,018,809 |
8 4 8 - 6 - - - 2 - 28 6 1 - 45 18 - - 2 72 100 |
$823,440 15,649 - 42 - 6,750 20 88 87,947 10,622 944,558 49,801 183,139 49,197 1,449,518 714,916 - - 238,279 2,684,850 $3,629,408 |
23 1 - - - - - - 2 - 26 1 5 1 40 20 - - 7 74 100 |
2110 2130 2150 2160 2170 2200 2220 2230 2250 2281 2282 2399 21xx 2527 2581 2582 2600 25xx 2xxx 3100 3110 3200 3300 3351 3xxx |
Current liabilities Short-term loans Contract liabilities Notes payable Notes payable-related parties Trade payable Other payables Other payables-related parties Current income tax liabilities Current provision Lease liabilities Lease liabilities-related parties Other current liabilities Total current liabilities Non-current liabilities Contract liabilities Lease liabilities Lease liabilities-related parties Other non-current liabilities Total non-current liabilities Total liabilities Equity Capital Common stock Capital surplus Retained earnings Unappropriated earnings (accumulated deficits) Total equity Total liabilities and equity |
4, 6(10), 8 4, 6(14), 7 7 7 6(11), 7 7 4, 6(19) 4 4, 6(16) 4, 6(16), 7 4, 6(14), 7 4, 6(16) 4, 6(16), 7 6(13) 6(13) 6(13) |
$332,964 454,326 170,015 54,782 5,921 361,878 77,794 159,671 746 88,136 1,164 2,045 1,709,442 - 1,215,568 1,189 85 1,216,842 2,926,284 1,000,000 2,324,364 768,161 4,092,525 $7,018,809 |
5 7 2 1 - 5 1 2 - 2 - - 25 - 17 - - 17 42 14 33 11 58 100 |
$- - 115,529 47,083 - 91,273 39,389 - - 31,298 1,785 483 326,840 6,986 652,862 38,271 85 698,204 1,025,044 880,000 1,895,047 (170,683) 2,604,364 $3,629,408 |
- - 3 1 - 3 1 - - 1 - - 9 - 18 1 - 19 28 24 52 (4) 72 100 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
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- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd.
Parent-Company-Only Statements of Comprehenstve Income For the Years Ended December 31, 2020 and 2019
(Amounts Expressed in Thousand of New Taiwan Dollars, Except Earnings Per Share)
| Code | Accounts | Notes | 2020 | 2019 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 5000 5900 6000 6100 6200 6900 7000 7100 7010 7020 7050 7070 7900 7950 8200 8300 8500 9750 9850 |
Operating revenues Operating costs Gross profit Operating expenses Sales and marketing General and administrative Total operating expenses Operating income (loss) Non-operating incomes and expenses Interest income Other incomes Other gains or losses Finance costs Share of the profit or loss of subsidiaries, associates and joint ventures Total non-operating incomes and expenses Income (loss) before income tax Income tax expense Net income (loss) Other comprehensive income Total comprehensive income (loss) Earnings per share-basic (in NTD) Earnings per share-diluted (in NTD) |
4, 5, 6(14), 7 7 7 6(18),7 6(6) 4, 6(19) 6(20) 6(20) |
$2,494,630 (1,485,711) 1,008,919 (6,191) (65,791) (71,982) 936,937 1,223 4,329 1,236 (17,141) (2,110) (12,463) 924,474 (156,313) 768,161 - $768,161 $8.09 $8.08 |
100 (60) 40 - (2) (2) 38 - - - (1) - (1) 37 (6) 31 - 31 |
$94,582 (69,425) 25,157 (7,206) (83,336) (90,542) (65,385) 5,434 2,029 1,263 (7,476) (24,943) (23,693) (89,078) - (89,078) - $(89,078) $(1.01) $(1.01) |
100 (73) 27 (8) (88) (96) (69) 6 2 1 (8) (26) (25) (94) - (94) - (94) |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
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Century Wind Power Co., Ltd.
Parent-Company-Only Statements of Changes in Equity
For the Years Ended December 31, 2020 and 2019
(Amounts Expressed in Thousand of New Taiwan Dollars)
| Code | Items | Capital | Capital Surplus | Unappropriated earnings (accumulated deficits) |
Total Equity |
|---|---|---|---|---|---|
| A1 D1 D3 D5 Z1 A1 C11 D1 D3 D5 E1 Z1 |
Balance as of January 1, 2019 Net loss for 2019 Other comprehensive income (loss) for 2019 Total comprehensive income (loss) Balance as of December 31, 2019 Balance as of January 1, 2020 Capital surplus to be used to offset accumulated deficits Net income for 2020 Other comprehensive income (loss) for 2020 Total comprehensive income (loss) Issuance of common stock in cash Balance as of December 31, 2020 |
$880,000 - $880,000 $880,000 - 120,000 $1,000,000 |
$1,895,047 - $1,895,047 $1,895,047 (170,683) - 600,000 $2,324,364 |
$(81,605) (89,078) - (89,078) $(170,683) $(170,683) 170,683 768,161 - 768,161 $768,161 |
$2,693,442 (89,078) - (89,078) $2,604,364 $2,604,364 - 768,161 - 768,161 720,000 $4,092,525 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
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Century Wind Power Co., Ltd.
Parent-Company-Only Statements of Cash Flows
For the Years Ended December 31, 2020 and 2019
(Amounts Expressed in Thousand of New Taiwan Dollars)
| Code | Items | 2020 | 2019 | Code | Items | 2020 | 2019 | |||
|---|---|---|---|---|---|---|---|---|---|---|
| AAAA A10000 A20000 A20010 A20100 A20200 A20900 A21200 A22400 A22500 A23200 A29900 A30000 A31125 A31130 A31150 A31180 A31190 A31200 A31230 A31240 A32125 A32130 A32140 A32150 A32180 A32190 A32200 A32230 A33000 A33300 A33500 A33500 AAAA |
Cash flows from operating activities: Net income (loss) before tax Adjustments: Profit or loss not effecting cash flows: Depreciation (including right-of-use assets) Amortization expense Interest expense Interest income Share of the profit or loss of subsidiaries, associates and joint ventures Gain on disposal of property, plant and equipment Gain on disposal of investments accounted for under equity method Gain on lease modification Changes in operating assets and liabilities: Contract assets Notes receivables Trade receivables Other receivables Other receivable - related parties Inventories Prepayments Other current assets Contract liabilities Notes payable Notes payable - related parties Trade payable Other payables Other payable - related parties Current provision Other current liabilities Cash generated from (used in) operations Interest paid Income tax returned Income tax paid Net cash provided by (used in) operating activities |
$924,474 144,650 8 17,141 (1,223) 2,110 (241) (13,675) (651) (517,713) 42 (417,936) 1,842 - (1,076) (6,597) 711 447,340 54,486 7,699 5,921 51,536 38,405 746 1,562 739,561 (17,141) 115 (57) 722,478 |
$(89,078) 21,357 - 7,476 (5,434) 24,943 (65) - (119) (49,197) (42) - (6,134) (20) (88) (69,247) (9,998) 6,986 62,497 47,083 - 67,935 (41,372) - 314 (32,203) (7,476) - (482) (40,161) |
BBBB B00040 B01800 B01900 B02700 B02800 B03700 B04500 B07500 BBBB CCCC C00100 C00200 C03000 C04020 C04600 CCCC EEEE E00100 E00200 |
Cash flows from investing activities:取Acquisition of financial assets measured at amortized cost Acquisition of Investment accounted for under equity method 取Disposal of investments accounted for under equity method Acquisition of property, plant and equipment Disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible asset Interest received Net cash provided by (used in) investing activities Cash flows from financing activities: Increase in short-term loans Repayment of short-term loans 現Increase (decrease) in guarantee deposits Cash payments for the principal portion of lease liabilities Issuance of common stock in cash 籌Net cash provided by (used in) financing activities Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
(663,755) - 137,755 (1,458,923) 496 383 (518) 1,223 (1,983,339) 531,638 (198,674) - (44,805) 720,000 1,008,159 (252,702) 823,440 $570,738 |
(29,759) (118,613) - (1,365,646) 197 2,293 - 5,434 (1,506,094) - - 59 (11,463) - (11,404) (1,557,659) 2,381,099 $823,440 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
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- - English Translation of Parent ~~English Translation of Parent~~ Company ~~-Company~~ Only Financial Statements Originally Issued in Chinese ~~-Only Financial Statements Originally Issued in Chi~~ nese ~~Century Wind Power Co., Ltd.~~ Century Wind Power Co., Ltd. Notes to Parent-Company-Only Financial Statements (Continued) ~~Notes to Parent-Company-Only Financial Statements~~
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
1. History and organization
Century Wind Power Co., Ltd. (the “Company”) was incorporated on May 15, 2017. The main activities of the Company include the projects of power generation, transmission, distribution, mechanical equipment manufacturing and installation services. The Company’s registered office is at 1F., No. 1119, Sec. 1, Zhongshan Rd., Guanyin Dist., Taoyuan City, Taiwan. And the main business location is at No. 388-5, Sec.3, Zhongshan Rd., Bali Dist., New Taipei City, Taiwan.
Century Iron And Steel Industrial Co., Ltd. is the Company’s parent company, which is also the ultimate controller of the Group to which the Company belongs to.
2. Date and procedures of authorizing financial statements for issuing
The Parent-Company-Only financial statements of the Company for the years ended December 31, 2020 and 2019 were authorized to be issued by the Board of Directors on February 22, 2021.
3. Newly issued or revised standards and interpretations
- (1) Changes in accounting policies resulting from applying for the first time certain standards and amendments
The Company applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after January 1, 2020. Apart from the nature and impact of the new standard and amendment is described below, the remaining new standards and amendments had no material impact on the Company.
- (a) Covid-19-Related Rent Concessions (Amendment to IFRS 16)
The Company elected to early apply Covid-19-Related Rent Concessions (Amendment to IFRS 16) which is recognized by FSC for annual periods beginning on or after January 1, 2020, and in accordance with the requirements of the transition. For the rent concession arising as a direct consequence of the Covid-19 pandemic, the Company elected not to assess whether it is a lease modification but accounted it as a variable lease payment. Please refer to Note 6 for disclosure related to the lessee which required by the amendment.
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(2) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, but not yet adopted by the Company as at the end of the reporting period are listed below.
| Items | New,Revised or Amended Standards and Interpretations | Effective Date issued byIASB |
|---|---|---|
| a | Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9,IAS 39,IFRS 7,IFRS 4 and IFRS 16) |
January 1, 2021 |
- (a) Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
The final phase amendments mainly relate to the effects of the interest rate benchmark reform on the companies’ financial statements:
-
A. A company will not have to derecognise or adjust the carrying amount of financial instruments for changes to contractual cash flows as required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate;
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B. A company will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge meets other hedge accounting criteria; and
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C. A company will be required to disclose information about new risks arising from the reform and how it manages the transition to alternative benchmark rates.
The abovementioned amendments that are applicable for annual periods beginning on or after January 1, 2021 have no material impact on the Company.
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(3) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are not endorsed by FSC, and not yet adopted by the Company as of the end of the reporting period are listed below.
| Items | New, Revised or Amended Standards and Interpretations |
Effective Date issued byIASB |
|---|---|---|
| (A) | IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” - Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures |
To be determined by IASB |
| (B) | IFRS 17 “Insurance Contracts” | January1,2023 |
| (C) | Classification of Liabilities as Current or Non- current – Amendments to IAS 1 |
January 1, 2023 |
| (D) | Narrow-scope amendments of IFRS, including Amendments to IFRS 3, Amendments to IAS 16, Amendments to IAS 37 and the Annual Improvements |
January 1, 2022 |
| (E) | Disclosure Initiative - Accounting Policies – Amendments to IAS 1 |
January 1, 2023 |
| (F) | Definition of Accounting Estimates – Amendments to IAS 8 |
January 1, 2023 |
- (A) IFRS 10“Consolidated Financial Statements” and IAS 28“Investments in Associates and
Joint Ventures” - Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures
The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.
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IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.
- (B) IFRS 17 “Insurance Contracts”
IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The fulfilment cash flows comprise of the following:
I.Estimates of future cash flows;
- II.Discount rate: an adjustment to reflect the time value of money and the financial risks related to the future cash flows, to the extent that the financial risks are not included in the estimates of the future cash flows; and
III.A risk adjustment for non-financial risk.
The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims. Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.
IFRS 17 was issued in May 2017 and it was amended in June 2020. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after January 1, 2023 (from the original effective date of January 1, 2021); provide additional transition reliefs; simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. IFRS 17 replaces an interim Standard – IFRS 4 Insurance Contracts – from annual reporting periods beginning on or after January 1, 2023.
- (C) Classification of Liabilities as Current or Non-current – Amendments to IAS 1
These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.
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(D) Narrow-scope amendments of IFRS, including Amendments to IFRS 3, Amendments to IAS 16, Amendments to IAS 37 and the Annual Improvements
-
A. Updating a Reference to the Conceptual Framework (Amendments to IFRS 3)
The amendments updated IFRS 3 by replacing a reference to an old version of the Conceptual Framework for Financial Reporting with a reference to the latest version, which was issued in March 2018. The amendments also added an exception to the recognition principle of IFRS 3 to avoid the issue of potential “day 2” gains or losses arising for liabilities and contingent liabilities. Besides, the amendments clarify existing guidance in IFRS 3 for contingent assets that would not be affected by replacing the reference to the Conceptual Framework.
- B. Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)
The amendments prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss.
- C. Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37)
The amendments clarify what costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous.
- D. Annual Improvements to IFRS Standards 2018 - 2020
Amendment to IFRS 1
The amendment simplifies the application of IFRS 1 by a subsidiary that becomes a first-time adopter after its parent in relation to the measurement of cumulative translation differences.
Amendment to IFRS 9 Financial Instruments
The amendment clarifies the fees a company includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability.
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Amendment to Illustrative Examples Accompanying IFRS 16 Leases
The amendment to Illustrative Example 13 accompanying IFRS 16 modifies the treatment of lease incentives relating to lessee’s leasehold improvements.
Amendment to IAS 41
The amendment removes a requirement to exclude cash flows from taxation when measuring fair value thereby aligning the fair value measurement requirements in IAS 41 with those in other IFRS Standards.
- (E) Disclosure Initiative - Accounting Policies – Amendments to IAS 1
The amendments improve accounting policy disclosures that to provide more useful information to investors and other primary users of the financial statements.
- (F) Definition of Accounting Estimates – Amendments to IAS 8
The amendments introduce the definition of accounting estimates and included other amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to help companies distinguish changes in accounting estimates from changes in accounting policies.
The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Company’s financial statements were authorized for issuing, the local effective dates are to be determined by FSC. The Company assesses new or amended standards and interpretations have no material impact on the Company.
4. Summary of significant accounting policies
(1)Statement of compliance
The Parent-Company-Only financial statements of the Company for the years ended December 31, 2020 and 2019 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”).
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(2)Basis of preparation
The Company prepared Parent-Company-Only financial statements in accordance with Article 21 of the Regulations, which provided that the profit or loss and other comprehensive income for the period presented in the Parent-Company-Only financial statements shall be the same as the profit or loss and other comprehensive income attributable to shareholders of the parent presented in the consolidated financial statements for the period, and the total equity presented in the Parent-Company-Only financial statements shall be the same as the equity attributable to the parent company presented in the consolidated financial statements. Therefore, the Company accounted for its investments in subsidiaries using equity method and, accordingly, made necessary adjustments.
The Parent-Company-Only financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The Parent-CompanyOnly financial statements are expressed in thousands of New Taiwan Dollars (“NT$”) unless otherwise stated.
(3)Foreign currency transactions
The Company’s Parent-Company-Only financial statements are presented in its functional currency, New Taiwan Dollars (NTD). Items included in the Parent-Company-Only financial statements are measured using that functional currency.
Transactions in foreign currencies are initially recorded by the Company at functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency closing rate of exchange ruling at the reporting date. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.
All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following.
- (A) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.
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(B) Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instruments.
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(C) Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.
When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.
- (4)Current and non-current distinction
An asset is classified as current when:
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(A)The Company expects to realize the asset, or intends to sell or consume it, in its normal operating cycle.
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(B)The Company holds the asset primarily for the purpose of trading.
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(C)The Company expects to realize the asset within twelve months after the reporting period.
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(D)The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when:
-
(A)The Company expects to settle the liability in its normal operating cycle.
-
(B)The Company holds the liability primarily for the purpose of trading.
-
(C)The liability is due to be settled within twelve months after the reporting period.
(D)The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
All other liabilities are classified as non-current.
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(5)Cash and cash equivalents
Cash and cash equivalents comprises cash on hand, 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 (including time deposits that have maturity within three months).
(6)Financial instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
(A)Financial instruments: Recognition and Measurement
The Company accounts for regular way purchase or sales of financial assets on the trade date.
The Company classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:
-
(a)The Company’s business model for managing the financial assets and
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(b)The contractual cash flow characteristics of the financial asset.
Financial assets measured at amortized cost
A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables, financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:
-
(a)The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
-
(b)The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
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Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.
Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
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(a)Purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
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(b)Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
(B)Impairment of financial assets
The Comapny recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the balance sheet.
The Comapny measures expected credit losses of a financial instrument in a way that reflects:
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(a) An unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
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(b) The time value of money; and
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(c) Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
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The loss allowance is measures as follow:
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(a)At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Company measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.
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(b)At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
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(c)For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Company measures the loss allowance at an amount equal to lifetime expected credit losses.
At each reporting date, the Company needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.
(C)Derecognition of financial assets
A financial asset is derecognized when:
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(a)The rights to receive cash flows from the asset have expired
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(b)The Company has transferred the asset and substantially all the risks and rewards of the asset have been transferred
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(c)The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss.
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(D)Financial liabilities and equity
Classification between liabilities or equity
The Company classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
Financial liabilities
Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.
Financial liabilities at amortized cost
Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
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When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
(E)Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
(7)Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
(A)In the principal market for the asset or liability, or
(B)In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible to by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
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(8)Inventories
Inventories are valued at lower of cost and net realizable value item by item.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Rendering of services is accounted in accordance with IFRS 15 and not within the scope of inventories.
(9)Investments accounted for using the equity method
The Company accounted for its investments in subsidiaries using equity method and made necessary adjustments in accordance with Article 21 of the Regulations, which provided that the profit or loss and other comprehensive income for the period presented in the ParentCompany-Only financial statements shall be the same as the profit or loss and other comprehensive income attributable to shareholders of the parent presented in the consolidated financial statements for the period, and the total equity presented in the Parent-Company-Only financial statements shall be the same as the equity attributable to the parent company presented in the consolidated financial statements. Such adjustments were made after the Company considered the different accounting treatments to account for its investments in subsidiaries in the consolidated financial statements under IFRS 10 “Consolidated Financial Statements” and the different IFRSs adopted from different reporting entity’s perspectives, and the Company recorded such adjustments by crediting or debiting to investments accounted for under the equity method, share of profit or loss of subsidiaries, associates and joint ventures and share of other comprehensive income of subsidiaries, associates and joint ventures.
The Company’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Company has significant influence.
Under the equity method, the investment in the associate or investment in a joint venture is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Company’s share of net assets of the associate or joint venture. After the interest in the associate or joint venture is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. Unrealized gains and
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losses resulting from transactions between the Company and the associate or joint venture are eliminated to the extent of the Company’s related interest in the associate or joint venture.
When changes in the net assets of an associate or a joint venture occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Company’s percentage of ownership interests in the associate or joint venture, the Company recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate or joint venture on a prorata basis.
When the associate or joint venture issues new stock, and the Company’s interest in an associate or a joint venture is reduced or increased as the Company fails to acquire shares newly issued in the associate or joint venture proportionately to its original ownership interest, the increase or decrease in the interest in the associate or joint venture is recognized in Additional Paid in Capital and Investment accounted for using the equity method. When the interest in the associate or joint venture is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Company disposes the associate or joint venture.
The financial statements of the associate or joint venture are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company.
The Company determines at each reporting date whether there is any objective evidence that the investment in the associate or an investment in a joint venture is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures. If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets. In determining the value in use of the investment, the Company estimates:
-
(A)Its share of the present value of the estimated future cash flows expected to be generated by the associate or joint venture, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or
-
(B)The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.
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Because goodwill that forms part of the carrying amount of an investment in an associate or an investment in a joint venture is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets.
Upon loss of significant influence over the associate or joint venture, the Company measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss.
(10)Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Company recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 “Property, plant and equipment”. When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
| Buildings | 20 years |
|---|---|
| Machinery and equipment | 2-15 years |
| Transportation equipment | 5-15 years |
| Office equipment | 3-8 years |
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.
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The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.
(11)Leases
The Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Company assesses whether, throughout the period of use, has both of the following:
-
(a)The right to obtain substantially all of the economic benefits from use of the identified asset; and
-
(b)The right to direct the use of the identified asset.
For a contract that is, or contains, a lease, the Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate standalone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Company for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Company estimates the stand-alone price, maximising the use of observable information.
Company as a lessee
Except for leases that meet and elect short-term leases or leases of low-value assets, the Company recognizes right-of-use asset and lease liability for all leases which the Company is the lessee of those lease contracts.
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At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
-
(a)fixed payments (including in-substance fixed payments), less any lease incentives receivable;
-
(b)variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
(c)amounts expected to be payable by the lessee under residual value guarantees;
-
(d)the exercise price of a purchase option if the Company is reasonably certain to exercise that option; and
-
(e)payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
After the commencement date, the Company measures the lease liability on an amortised cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.
At the commencement date, the Company measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:
-
(a)the amount of the initial measurement of the lease liability;
-
(b)any lease payments made at or before the commencement date, less any lease incentives received;
-
(c)any initial direct costs incurred by the lessee; and
-
(d)an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
For subsequent measurement of the right-of-use asset, the Company measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Company measures the right-of-use applying a cost model.
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If the lease transfers ownership of the underlying asset to the Company by the end of the lease term or if the cost of the right-of-use asset reflects that the Company will exercise a purchase option, the Company depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Company depreciates the rightof-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The Company applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
Except for those leases that the Company accounted for as short-term leases or leases of lowvalue assets, the Company presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statements comprehensive income.
For short-term leases or leases of low-value assets, the Company elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.
For the rent concession arising as a direct consequence of the Covid-19 pandemic, the Company elected not to assess whether it is a lease modification but accounted it as a variable lease payment. The Company have applied the practical expedient to all rent concessions that meet the conditions for it.
Company as a lessor
At inception of a contract, the Company classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Company recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.
For a contract that contains lease components and non-lease components, the Company allocates the consideration in the contract applying IFRS 15.
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The Company recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.
(12)Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.
Computer software
The cost of computer software is amortized on a straight-line basis over the estimated useful life (5 years).
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A summary of the policies applied to the Company’s intangible assets is as follows:
| Useful lives Amortization method used Internally generated or acquired |
Computer software |
|---|---|
| Finite Amortized on a straight- line basis over the estimated useful life Acquired |
(13)Impairment of non-financial assets
The Company assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 “Impairment of Assets” may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cashgenerating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the recoverable amount of the asset or CGU. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed the carrying amount that would have been determined, net of depreciation or amortization, had no impairment loss been recognized for the asset in prior years.
An impairment loss of continuing operations or a reversal of such impairment is recognized in profit or loss.
(14)Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be
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reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Provision for warranties
A provision is recognized for expected warranty claims based on contract terms and management’s judgement regarding estimate of future economic benefit outflow due to the warranty obligation..
(15)Revenue recognition
The Company’s revenue arising from contracts with customers mainly includes rendering of services. The accounting policies for the Company’s types of revenue are explained as follow:
Construction Revenue
The Company is engaged in the construction services of the offshore’s underwater basic product to generate wind power. The customer controls the property as it is constructed in progress and, thus, the Company recognizes revenue over time. The Company measures the progress on the basis of costs incurred relative to the total expected costs as there is a direct relationship between the costs incurred and the progress of satisfying the performance obligation. A contract asset is recognized during the construction and is reclassified to trade receivables at the point when invoiced to the customer. If the milestone payment exceeds the revenue recognized to date, then the Company recognizes a contract liability for the difference.
If the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that it will be probably recoverable.
The Company’s estimate of revenue, costs and progress towards complete satisfaction of a performance obligation is subject to a revision whenever there is a change in circumstances.
Any increase or decrease in revenue or costs due to an estimate revision is reflected in profit or loss during the period when the management become aware of the changes in circumstances.
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(16)Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
(17)Post-employment benefits
For the defined contribution plan, the Company will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due.
(18)Income taxes
Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.
The surtax on undistributed retained earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.
Deferred tax
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
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Deferred tax liabilities are recognized for all taxable temporary differences, except:
-
(A)Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
-
(B) In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
-
(A)Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
-
(B)In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed and recognized at each reporting date.
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Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
5. Significant accounting judgements, estimates and assumptions
The preparation of the Company’s Parent-Company-Only financial statements require management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumption and estimate could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that would have a significant risk for a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year are discussed below:
(A)Construction contract
When the outcome of a construction contract can be estimated reliably, revenue and costs are recognized by reference to the stage of completion of the contract activity at the end of the reporting period. The stage of completion of contract activity is expressed as the percentage of contract costs incurred for work performed as of the balance sheet date relative to the total estimated contract costs, except where this percentage would not be representative of the stage of completion. Contract revenue should include the revenue arising from variations from the original contract incentive payments and claims in accordance with IFRS 15 only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Due to the total estimated cost and contract items are assessed and judged by the management for the nature, estimated amount, period, procedure of the different constructions, it may influence calculation of the percentage of completion and construction gains or loss. Please refer to Note 6 for more details.
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6. Contents of significant accounts
(1)Cash and cash equivalents
| Cash on hand Checkings and savings Total |
As of December 31 | As of December 31 |
|---|---|---|
| 2020 | 2019 | |
| $150 570,588 |
$60 823,380 |
|
| $570,738 | $823,440 |
(2)Financial assets measured at amortized cost
| Restricted deposits Time deposits over 3 months Total Current Non-current |
As of December 31 2020 2019 $488,549 $65,450 240,656 - $729,205 $65,450 $271,593 $15,649 $457,612 $49,801 |
|---|---|
| 2020 | |
| $488,549 240,656 |
|
| $729,205 | |
| $271,593 | |
| $457,612 |
The Company classified certain financial assets as financial assets measured at amortized cost. Please refer to Note 8 for more details on financial assets measured at amortized cost under pledge and Note 12 for more details on credit risk.
(3)Notes receivables
| Notes receivables arising from operating activities Less: loss allowance Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $- - |
$42 - |
|
| $- | $42 |
Notes receivables were not pledged.
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The Company adopted IFRS 9 for impairment assessment. Please refer to Note 6 (15) for more details on loss allowance and Note 12 for more details on credit risk.
(4)Trade receivables
| Trade receivables Less: loss allowance Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $417,936 - |
$- - |
|
| $417,936 | $- |
Trade receivables were not pledged.
Trade receivables are generally on 20-60 day terms after invoice issued. And the Company collects receivables from construction and rendering of services based on the completion status of contracts. The total carrying amount were NT$417,936 thousand and NT$0 as of December 31, 2020 and 2019, respectively. Please refer to Note 6 (15) for more details on loss allowance of trade receivables for the years ended December 31, 2020 and 2019, respectively. Please refer to Note 12 for more details on credit risk.
(5)Inventory
(A)Details of inventory:
| Raw materials Supplies Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $1,162 2 |
$88 - |
|
| $1,164 | $88 |
- (B)The cost of inventories recognized in expenses amounts to NT$1,485,711 thousand and NT$69,425 thousand for the years ended December 31, 2020 and 2019, respectively.
(C)No inventories were pledged.
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(6)Investments accounted for under the equity method
| As of December 31, | As of December 31, | As of December 31, | |
|---|---|---|---|
| 2020 | 2019 | ||
| Investees | Amount Percentage of ownership (%) |
Percentage | |
| of | |||
| ownership | |||
| Amount | (%) | ||
| Investments in subsidiaries: | |||
| Century Wind International Co., Ltd. | $1,768 50.00% 39,629 66.66% |
$2,265 50.00% 40,265 66.66% |
|
| Century Bladt Foundations Co., Ltd. | |||
| Investments in associates: | |||
| Apex Wind Power Equipment Manufacturing Company Limited |
- -% - -% 15,552 25.00% $56,949 |
82,443 13.21% 43,209 30.00% 14,957 25.00% $183,139 |
|
| Tai-shing Century Wind Power Co., Ltd. | |||
| Century Heavy Iudustry International Co., Ltd. |
|||
| Total |
(A) Investments in subsidiaries were present in the Parent-Company-Only financial statements under investments accounted for under equity method. Proper adjustment is made if deemed necessary.
- (B) Investments in associates
The financial information of the associates that are not material to the Company is as follows:
a.In November 2020, the Compny disposed all of the equity of Apex Wind Power Equipment Manufacturing Company Limited at a price of NT$95,883 thousand, and recognized gain on disposal of NT$13,675 thousand.
b.The Company invested in Tai-Shing Century Wind Power Company Limited, amounting to NT$45,000 thousand for its 30% of ownership interest in 2019. The investment has been accounted for as an investment in associates under equity method because the Company had significant influence accordingly.
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-
c.Tai-Shing Century Wind Power Co., Ltd. was dissolved on July 31, 2020 through shareholders’ meeting.
-
d.The Company invested in Century Heavy Industry International Co., Ltd., amounting to NT$15,000 thousand for its 25% of ownership interest in 2019. The investment has been accounted for as an investment in associates under equity method because the Company had significant influence accordingly.
-
e.The Company’s investments in Apex Wind Power Equipment Manufacturing Company Limited, Tai-Shing Century Wind Power Company Limited, Century Heavy Industry International Co., Ltd. are not individually material. The aggregate carrying amounts of the Company’s interests in Apex Wind Power Equipment Manufacturing Company Limited, Tai-Shing Century Wind Power Co., Ltd., Century Heavy Industry International Co., Ltd. were NT$15,552 thousand and NT$140,609 thousand as of December 31, 2020 and 2019, respectively. The aggregate financial information based on the Company’s share of Apex Wind Power Equipment Manufacturing Company Limited, Tai-Shing Century Wind Power Co., Ltd., Century Heavy Industry International Co., Ltd. is as follows:
| Profit (loss) from continuing operations Other comprehensive income (post-tax) Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $(977) - |
$(6,381) - |
|
| $(977) | $(6,381) |
- (C) The aforementioned investments accounted for under equity method had no contingent liabilities or capital commitments and were not pledged as collateral as of December 31, 2020 and 2019, respectively.
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(7)Property, plant and equipment
| Buildings Cost: As of Jan.1, 2020 $- Addition - Disposals - Other changes 1,380,873 As of Dec.31, 2020 $1,380,873 Depreciation and impairment: As of Jan.1, 2020 $- Depreciation 66,100 Disposals - Other changes - As of Dec.31, 2020 $66,100 |
Buildings | Machinery equipment |
Transportation equipment |
Office Equipment |
Construction in progress and equipment awaiting inspection |
Total |
|---|---|---|---|---|---|---|
| $- - - 1,380,873 |
$288 8,511 - 301,665 |
$101 3,689 - 5,087 |
$1,688 1,879 (496) - |
$1,448,202 1,398,306 - (1,315,221) |
$1,450,279 1,412,385 (496) 372,404 |
|
| $1,380,873 | $310,464 | $8,877 | $3,071 | $1,531,287 | $3,234,572 | |
| $44 15,620 - - |
$34 383 - - |
$683 564 (241) - |
$- - - - |
$761 82,667 (241) - |
||
As of Jan.1, 2020 Depreciation Disposals Other changes As of Dec.31, 2020 |
||||||
$66,100 |
$15,664 | $417 | $1,006 | $- | $83,187 |
| Buildings Cost: As of Jan.1, 2019 $- Addition - Disposals - Other changes - As of Dec.31, 2019 $- Depreciation and impairment: As of Jan.1, 2019 $- Depreciation - |
Buildings | Machinery equipment |
Transportation equipment |
Office Equipment |
Construction in progress and equipment awaiting inspection |
Total |
|---|---|---|---|---|---|---|
| $- - - - |
$46 242 - - |
$101 - - - |
$1,556 329 (197) - |
$199,325 1,248,877 - - |
$201,028 1,294,448 (197) - |
|
$- |
$288 | $101 | $1,688 | $1,448,202 | $1,450,279 | |
| $12 32 |
$14 20 |
$325 423 |
$- - |
$351 475 |
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Notes to Parent-Company-Only Financial Statements (Continued)
| Disposals - Other changes - As of Dec.31, 2019 $- Net carrying amount as of : Dec.31, 2020 $1,314,773 Dec.31, 2019 $- |
- - |
- - |
- - |
(65) - |
- - |
(65) - |
|---|---|---|---|---|---|---|
$- |
$44 | $34 | $683 | $- | $761 | |
| $294,800 | $8,460 | $2,065 | $1,531,287 | $3,151,385 | ||
| $- | $244 | $67 | $1,005 | $1,448,202 | $1,449,518 |
(A) The property, plant and equipment were not pledged.
- (B) Significant components of the property, plant and equipment are depreciated separately over their useful lives.
(8)Intangible assets
| Cost: As of Jan. 1, 2020 Additions Other changes As of Dec. 31, 2020 As of Jan. 1, 2019 Additions Other changes As of Dec. 31, 2019 Amortization and impairment: As of Jan. 1, 2020 Amortization Write-off Other changes As of Dec. 31, 2020 As of Jan. 1, 2019 Amortization |
Computer Software $- 518 - $518 $- - - $- $- 8 - - $8 $- - |
|---|---|
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| Write-off Other changes As of Dec. 31, 2019 Net carrying amount: As of Dec. 31, 2020 As of Dec. 31, 2019 |
- - |
|---|---|
| $- | |
| $510 | |
| $- |
Expenses under the amortisation are as follows:
| General and administrative | For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $8 | $- |
(9)Other non-current assets
| Prepayment for equipment Refundable deposits Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $130,708 391 |
$237,505 774 |
|
| $131,099 | $238,279 |
-
(10)Short-term loans
-
A. Details of short-term loans are as follows:
| Unsecured bank loans Secured bank loans Total |
Interest Rate(%) | As of December 31, | As of December 31, |
|---|---|---|---|
| 2020 | 2019 | ||
| 2.10% 1.60%~2.10% |
$50,000 282,964 |
$- | |
| - | |||
| $332,964 | $- |
-
B. As of December 31, 2020 and 2019, the lines of unused short-term loans credit for the Company amounted to NT$511,183 thousand and NT$28,429 thousand, respectively.
-
C. Please refer to Note 8 for more details on assets pledged as security for short-term loans.
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(11)Other payables
| Accrued expense Payables on equipment Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $63,807 298,071 |
$12,271 79,002 |
|
| $361,878 | $91,273 |
- (12)Post-employment benefits
Defined contribution plan
The Company adopted a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company will make monthly Contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company has made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.
Expenses under the defined contribution plan for the years ended December 31, 2020 and 2019 were NT$2,667 thousand and NT$2,427 thousand, respectively.
(13)Equity
A. Common shares
As of December 31, 2020 and 2019, the Company’s authorized capital were NT$2,000,000 thousand and NT$1,000,000 thousand, respectively, and the Company’s paid-in capital were NT$1,000,000 thousand and NT$880,000 thousand, respectively, each share at par value of NT$10, divided into 100,000 thousand shares and 88,000 thousand shares, respectively. Each share has one voting right and a right to receive dividends.
Board of Directors has resolved the Company to increase capital by cash of NT$120,000 thousand on April 30, 2020, each share at par value of NT$10 (issued at a premium of NT$60 per share), and the effective date was set on June 2, 2020. Authorized capital was NT$2,000,000 thousand and paid-in capital after the capital increase was NT$1,000,000
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Notes to Parent-Company-Only Financial Statements (Continued)
thousand, divided into 100,000 thousand shares with a par value of $10.
B. Capital surplus
| Additional paid-in capital Share of changes in net assets of associates and joint ventures accounted for under the equity method Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 $2,324,317 47 $2,324,364 |
2019 | |
| $1,895,000 47 |
||
| $1,895,047 |
According to the Company Act, the capital reserve shall not be used except for making good the deficit of the company. When a company incurs no loss, it may distribute the capital reserves related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.
Capital surplus to be used to offset deficits for NT$ 170,683 thousand have been approved by the Company’s shareholders’ meeting held on November 4, 2020.
- C. Appropriation of earnings and dividend policies
(a) Appropriation of earnings
According to the Company’s Articles of Incorporation, current year’s earnings, if any, shall be distributed in the following order:
-
a. Payment of all taxes and dues;
-
b. Offset prior years’ operation losses;
-
c. Set aside 10% of the remaining amount as legal reserve. There is no requirement to further make such reserve when legal reserve reaches the capital amount.
-
d. Set aside or reverse special reserve in accordance with law and regulations; and
-
e. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.
The Company may resolve by a special majority vote at a Board meeting to distribute in cash the above-mentioned dividends and shall report the distribution in the most
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recent shareholders’ meeting.
(b) Dividend policy
The Company considers the appropriatenss of stock dividend or cash dividend. Not less than 10% of the dividends will be in the form of cash. However, if no appropriation of earnings have been proposed by the Board of Directors and approved by the shareholders’ meeting, above policy will not be applicable.
(c) Legal reserve
According to the Company Act, legal reserve shall be set aside until such amount equal to total paid-in capital. Legal reserve can be used to offset deficits. If the Company does not incur any loss, the portion of legal reserve exceeding 25% of the paid-in capital may be distributed to shareholders by issuing new shares or by cash in proportion to the number of shares held by each shareholder.
Please refer to Note 6 (17) for details on employees’ compensation and remuneration to directors and supervisors.
- (d) The appropriations of earnings for 2020 and 2019 were proposed by the Board of Directors on February 22, 2021 and approved by the shareholders’ meetings held on June 20, 2020, respectively. The details of the distributions are as follows:
| Legal reserve Cash dividends Total |
Appropriation of earnings | Appropriation of earnings | Dividend per share (in NT$) |
Dividend per share (in NT$) |
|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |
| $76,816 500,000 |
$- - |
$- | ||
$5 |
||||
| $576,816 | $- |
(14)Operating revenue
Revenue from contracts with customer Construction revenue Services revenue |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
$2,486,482 8,148 |
$94,582 - |
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Total $2,494,630 $94,582
Analysis of revenue from contracts with customers during the years ended December 31, 2020 and 2019 are as follows:
(A)Disaggregation of revenue
For the year ended December 31,
Construction revenue Service revenue Total The timing for revenue recognition Over time At a point of time Total |
2020 | 2019 |
|---|---|---|
| Single Segment | Single Segment | |
| $2,486,482 8,148 |
$94,582 - |
|
| $2,494,630 | $94,582 | |
| $2,486,482 8,148 |
$94,582 - |
|
| $2,494,630 | $94,582 |
(B)Contract balances
(a) Contract assets
As of December 31,
| Process of construction Current Non-current Total |
2020 | 2019 |
|---|---|---|
| $566,910 | $49,197 | |
| $566,910 - |
$- 49,197 |
|
| $566,910 | $49,197 |
Contract asset accounts increased during 2020 as the Company had yet to obtain an unconditional right to receive the consideration at the balance sheet date. Please refer to Note 6(15) for more details on the impairment assessment.
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(b) Contract liabilities
| Process of construction and project retention payable of construction Current Non-current Total |
As of December 31, 2020 2019 $454,326 $6,986 $454,326 $- - 6,986 $454,326 $6,986 |
As of December 31, 2020 2019 $454,326 $6,986 $454,326 $- - 6,986 $454,326 $6,986 |
|---|---|---|
| 2019 | ||
| $6,986 | ||
| $- 6,986 |
||
| $6,986 |
Contract liabilities have increased during 2020 as the Company’s vendors had yet to obtain an unconditional right to receive the consideration at the balance sheet date.
(15)Expected credit losses (gains)
| For theyear ended December 31, | For theyear ended December 31, | |
|---|---|---|
| 2020 | 2019 | |
| Operating expenses - Expected credit losses | ||
| (gains) | ||
| Notes receivables | $- | $- |
| Contract assets | - | - |
| Trade receivables | - | - |
| Total | $- | $- |
Please refer to Note 12 for more details on credit risk.
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The Company measures the loss allowance of its contract assets and account receivables (including notes receivable and trade receivable) at an amount equal to lifetime expected credit losses. The assessment of the Company’s loss allowance as of December 31, 2020 and 2019 is as follows:
- (A)The Company measures the loss allowance of its contract assets with expected credit losses is as follows:
| Gross carrying amount Loss ratio Lifetime expected credit losses Carrying amount of contract assets |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $566,910 -% |
$49,197 -% |
|
| - | - | |
| $566,910 | $49,197 |
- (B)The Company condsiders the grouping of trade receivables by counter-parties’ credit rating, by geographical region and by industry sector, and its loss allowance is measured by using a provision matrix. The assessment of the Company’s loss allowance is as follow:
December 31, 2020
| Gross carrying amount Loss ratio Lifetime expected credit losses Carrying amount of account receivables |
Not due (Note) |
Past due | Past due | Total $417,936 - $417,936 |
||
|---|---|---|---|---|---|---|
| <=6 months | 6-12 months | 12-36 months | >=36 months | |||
| $183,009 -% |
$234,927 -% |
$- -% |
$- -% |
$- -% |
||
- |
- |
- | - |
- | ||
| $183,009 | $234,927 | $- | $- |
$- |
December 31, 2019
| Gross carrying amount | Not due (Note) |
Past due | Past due | Total $42 |
||
|---|---|---|---|---|---|---|
| <=6 months | 6-12 months | 12-36 months | >=36 months | |||
$42 |
$- |
$- | $- |
$- |
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Notes to Parent-Company-Only Financial Statements (Continued)
| Loss ratio | -% | -% | -% | -% | -% | |
|---|---|---|---|---|---|---|
| Lifetime expected credit | ||||||
| losses | - | - | - | - | - | - |
| Carrying amount of | ||||||
| account receivables | $42 | $- | $- | $- | $- | $42 |
Note: The Company’s notes receivable are not overdue.
(C)The movement schedule of the impairment provision against contract assets and account receivables for the years ended December 31, 2020 and 2019 is as follows:
| As at January 1, 2020 Addition/(reversal) for the current period As at December 31, 2020 As at January 1, 2019 Addition/(reversal) for the current period As at December 31, 2019 |
Contract assets | Notes receivables | Trade receivables |
|---|---|---|---|
| $- - |
$- - |
$- - |
|
| $- | $- | $- | |
| Contract assets | Notes receivables | Trade receivables | |
| $- - |
$- - |
$- - |
|
| $- | $- | $- |
(16)leases
(A)Company as a lessee
The Company leases various properties, including real estate such as land and buildings, and other equipment. The lease terms range from 1 to 20 years. The Company is not allowed to privately lend, sublease, sell, use by others in other disguised form, or transfer the lease to another person without obtaining the consent from the lessors.
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The Company’s leases effect on the financial position, financial performance and cash flows are as follow:
- (a) Amounts recognized in the balance sheet
I.Right-of-use assets
The carrying amount of right-of-use assets
| Land Buildings Other equipment Total |
2020.12.31 | 2019.12.31 |
|---|---|---|
| $1,068,352 2,622 209,256 |
$675,081 39,594 241 |
|
| $1,280,230 | $714,916 |
For the years ended December 31, 2020 and 2019, right-of-use assests increased by NT$627,297 thousand and NT$451,461 thousand, respectively.
II.Lease liabilities
| Lease liabilities Lease liabilities-related parties Total Current Non-current Total |
2020.12.31 | 2019.12.31 |
|---|---|---|
| $1,303,704 2,353 |
$684,160 40,056 |
|
| $1,306,057 | $724,216 | |
| $89,300 1,216,757 |
$33,083 691,133 |
|
| $1,306,057 | $724,216 |
Please refer to Note 6(18) for the interest on lease liability recognized for the years ended December 31, 2020 and 2019, and refer to Note 12(5) for the maturity analysis of lease liabilities as of December 31, 2020 and 2019.
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-
(b)Amounts recognized in the statement of comprehensive income
Depreciation charge for right-of-use assets
| Land Buildings Other equipment Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $54,453 1,831 5,699 |
$17,375 2,928 579 |
|
| $61,983 | $20,882 |
- (c)Income and costs relating to leasing activities
| The expenses relating to short-term leases The expenses relating to leases of low-value assets (not included the expense relating to short-term leases of low-value assets) The expenses relating to variable lease payments not included in the measurement of lease liabilities |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $1,396 88 704 |
$216 56 579 |
In 2020, the Company’s relevant rent reduction in line with the direct result of the new coronavirus pandemic was NT$2,415 thousand, which was recognized in other income to reflect changes in lease payments that have been applied to relevant practical expedients.
(d)Cash outflow relating to leasing activities
During the years ended December 31, 2020 and 2019, the Company’s total cash outflow for leases amounting to NT$60,851 thousand and NT$19,790 thousand.
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(17)Summary statement of employee benefits, depreciation and amortization by function:
| Function Nature |
For theyear ended December 31,2020 |
For theyear ended December 31,2020 |
For theyear ended December 31,2020 |
For theyear ended December 31,2019 | For theyear ended December 31,2019 | For theyear ended December 31,2019 |
|---|---|---|---|---|---|---|
| Cost of sales | Operating expenses |
Total | Cost of sales | Operating expenses |
Total | |
| Employee benefit | ||||||
| Salaries and wages | $38,279 | $21,829 | $60,108 | $- | $41,331 | $41,331 |
| Labor and health insurance | 2,598 | 2,440 | 5,038 | - | 4,577 | 4,577 |
| Pension expense | 1,397 | 1,270 | 2,667 | - | 2,427 | 2,427 |
| Director’s remuneration | - | 100 | 100 | - | - | - |
| Others | 1,795 | 2,696 | 4,491 | - | 2,803 | 2,803 |
| Depreciation expense | 134,741 | 9,909 | 144,650 | 2,248 | 19,109 | 21,357 |
| Amortization expense | - | 8 | 8 |
- | - | - |
As of December 31, 2020 and 2019, the average headcounts of the Company amounted to 96 and 77, respectively, of which 4 and 2 directors were not employees, respectively.
According to the Company’s Articles of Incorporation, no lower than 0.5% of profit of the current year is to be distributed as employees’ compensation and no higher than 1.5% of profit of the current year is to be distributed as remuneration to directors and supervisors. Employee’s compensation may be distributed to qualified employees of subsidaries of the Company or affiliates of the Company, which were approved by the Board of Directors and in addition, thereto a report of such distribution is submiited to the shareholders’ meeting. The profit distributable as employees’ compensation in the form of shares or cash. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.
Based on profit of the year ended December 31, 2020, the Company estimated the amounts of the employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2020 to be at 0.5% and 0% of profit of the current year, respectively. As such, employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2020 amounted to NT$4,646 thousand and NT$0, respectively. The aforementioned employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2020 were recognized as salaries expense.
The Company’s Board of Directors has resolved the employees’ compensation all in cash, to
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be NT$11,149 thousand, in a meeting held on February 22, 2021. Differences between the estimated amount and the actual distribution of the employees’ compensation for the year ended December 31, 2020 will recognize in profit or loss next year.
For the year ended December 31, 2019, the Company incurred accumulated deficits and therefore did not accrue the employees’ compensation and remuneration to directors and supervisors.
(18)Non-operating income and expenses
- A. Interest income
| Interest income B.Other incomes Rent income Other income - others Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $1,223 | $5,434 | |
| 2020 | 2019 | |
| $463 3,866 |
$156 1,873 |
|
| $4,329 | $2,029 |
C.Other gains and losses
| Gains on disposal of property, plant and equipment Foreign exchange gains (losses), net Gains on lease modification Gains on disposal of investment Other losses Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $241 (8,441) 651 13,675 (4,890) |
$65 1,079 119 - - |
|
| $1,236 | $1,263 |
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D.Finance costs
| Interests on bank loans Interest on lease liabilities Finance expenses Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $1,473 13,858 1,810 |
$- 7,476 - |
|
| $17,141 | $7,476 |
(19)Income tax
(A)The major components of income tax expense (income) are as follows:
Income tax expense (benefit) recognized in profit or loss
Current income tax expense (income): Current income tax charge Deferred tax expense (income): Deferred tax expense (income) relating to origination and reversal of temporary differences Temporary differences, tax credits and tax losses of prior periods Total income tax expense (income) |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $159,728 (3,416) 1 |
$- - - |
|
| $156,313 | $- |
(B)A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
| Accounting profit (loss) before tax from continuing operations |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $924,474 | $(89,078) | |
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| Tax payable at the enacted tax rates Tax effect of expenses not deductible for tax purposes Tax effect of deferred tax assets/liabilities Tax effect of income tax-exempted Adjustment in respect of deffered tax of prior periods Total income tax expense recognized in profit or loss |
$184,895 1,402 (28,464) (1,521) 1 |
$(17,816) 5,178 12,619 - 19 |
|---|---|---|
| $156,313 | $- | |
(C)Deferred tax assets (liabilities) relate to the following:
For the year ended December 31, 2020
| Beginning balance as of Jan. 1,2020 Temporary difference Exchange gain (loss) $- Provision for warranties - Deferred tax income/(expense) Net deferred tax assets/(liabilities) $- Reflected in balance sheet as follows: Deferred tax assets $- Deferred tax liabilities $- |
Beginning balance as of Jan. 1,2020 |
Deferred tax income (expense) recognized inprofit or loss |
Ending balance as of Dec. 31,2020 |
|---|---|---|---|
| $- - |
$3,266 149 |
$3,266 149 |
|
| $3,415 | $3,415 | ||
| $- | $3,415 | ||
| $- | $- |
For the year ended December 31, 2019: None.
(D)The following table contains the information of unused tax losses of the Company:
| Occurrenceyear | Unused | balance | Expiration Year |
|---|---|---|---|
| As of Dec. 31,2020 | As of Dec. 31,2019 |
||
| 2017 2018 2019 (estimated) |
$- - - |
$13,177 65,958 63,182 |
2027 2028 2029 |
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Notes to Parent-Company-Only Financial Statements (Continued)
Total $- $142,317
- (E)Unrecognized deferred tax assets
As of December 31, 2020 and 2019, deferred tax assets that have not been recognized in respect of unused tax losses and deductible temporary differences amounted to NT$0 and NT$28,464 thousand respectively.
- (F)The assessment of income tax return
As of December 31, 2020, the Company’s tax filings have been assessed and approved up to the year of 2018.
(20)Earnings per share
Basic earnings per share is calculated by dividing net profit for the year attributable to the common shareholders of the parent entity by the weighted average number of common shares outstanding during the year.
Diluted earnings per share are calculated by dividing the net profit attributable to common equity holders of the parent entity (after adjusting any influences) by the weighted average number of common shares outstanding during the year plus the weighted average number of common shares that would be issued on conversion of all the dilutive potential common shares into common shares.
A. Basic earnings per share Profit attributable to ordinary equity holders of the Company (in thousand NT$ ) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Basic earnings per share (NT$) |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $768,161 | $(89,078) | |
| 94,984 | 88,000 | |
| $8.09 | $(1.01) |
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Notes to Parent-Company-Only Financial Statements (Continued)
| B. Diluted earnings per share Profit attributable to ordinary equity holders of the Company (in thousand NT$) Profit attributable to ordinary equity holders of the Company after dilution (in thousand NT$) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Effect of dilution: Employees’ compensation - stock (in thousands) Weighted average number of ordinary shares outstanding after dilution (in thousands) Diluted earnings per share (NT$) |
$768,161 | $(89,078) |
|---|---|---|
| $768,161 | $(89,078) | |
| 94,984 28 |
88,000 - |
|
| 95,012 | 88,000 | |
| $8.08 | $(1.01) |
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of the financial statements.
7. Related party transactions
- (1)Information of the related parties that had transactions with the Company during the financial reporting period is as follows:
Name and relationship of the related parties
| Name of the relatedparties |
Relationshipwith the Company |
|---|---|
| Century Iron and Steel Industrial Co., Ltd. Century Bladt Foundations Co., Ltd. Bladt Industries A/S Century Heavy Industry International Co., Ltd. Century Huaxin Wind Energy Co., Ltd. Tai-Shing Engineering and Construction Co., Ltd. Shixin Steel Co., Ltd. Taiwan Ship & Offshore Technology Ltd. LAI, HUI-HUA |
Parent company of the Company Subsidiary of the Company Other related parties Associate Other related parties Other related parties Other related parties Director of the Company (Note) A relative of the Company’s chairman |
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Note: Since June 5, 2020, no longer the director of Century Wind Power Co., Ltd.
(2)Significant transactions with related parties:
(A)Operating revenues
| Century Iron and Steel Industrial Co., Ltd. | For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 $- |
|
| $8,148 |
The service prices and collection terms to related parties were not significantly different from those of sales to third parties. For other related party transactions, price and terms were determined in accordance with mutual agreements.
(B)Purchases
| Century Iron and Steel Industrial Co., Ltd. Bladt Industries A/S Total |
For theyear ended December 31, 2020 2019 $218 $14 1,076,417 - $1,076,635 $14 |
For theyear ended December 31, 2020 2019 $218 $14 1,076,417 - $1,076,635 $14 |
|---|---|---|
| 2019 | ||
| $14 - |
||
| $14 |
The products purchased by the Company from Bladt Industries A/S have different specifications from the general manufacturers, so the transaction prices cannot be reasonably compared. The transaction terms are negotiated and determined by both parties, while the payment terms for general manufacturers are between 60 to 90 days.
The purchase prices and payment terms with Century Iron and Steel Industrial Co., Ltd. were not significantly different from those of purchases from third parties.
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-
(C)The Company engaged Century Iron and Steel Industrial Co., Ltd., Century Heavy Industry International Co., Ltd., Bladt Industries A/S and Tai-Shing Engineering and Construction Co., Ltd. to provide services and incurred costs (recognized as operating costs)
| Century Iron and Steel Industrial Co., Ltd. Century Heavy Industry International Co., Ltd. Tai-Shing Engineering and Construction Co., Ltd. Bladt Industries A/S Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 $4,886 - 3,017 43,246 $51,149 |
|
| $10,676 28,327 24,544 - |
||
| $63,547 |
- (D)The Company signed a contract for the sale and purchase of steel materials with Century Iron and Steel Industrial Co., Ltd. and a service contract with Shixin Steel Co., Ltd. in order to bulid a new building in 2020 and 2019, respectively, and the price was calculated on a monthly progress. The main contents are as follows:
For the year ended December 31, 2020
| Relatedparty | Contract item Lump Sum Contract Work Steel materials |
Contract amount $25,294 $190,987 |
Invoices issued in 2020 |
Cumulative invoices issued |
Uninvoiced balance |
|---|---|---|---|---|---|
| Shixin Steel Co., Ltd. Century Iron and Steel Industrial Co., Ltd. |
$23,655 | $23,655 | $1,639 | ||
| $69,044 | $69,044 | $121,943 | |||
For the year ended December 31, 2019
| Relatedparty | Contract item Steel materials |
Contract amount $787,634 |
Invoices issued in 2019 |
Cumulative invoices issued |
Uninvoiced balance |
|---|---|---|---|---|---|
| Century Iron and Steel Industrial Co., Ltd. |
$701,962 | $787,634 | $- | ||
(E)For the year ended December 31, 2020, the service provided by (recognized as contract
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assets) Century Bladt Foundations Co., Ltd. was NT$35,126 thousnad.
(F)Other receivables - related parties
| As of December | 31, | ||
|---|---|---|---|
| 2020 | 2019 | ||
| Century Iron and Steel Industrial Co., Ltd. | $4 | $16 | |
| Century Bladt Foundations Co., Ltd. | 10 | 4 | |
| Century Heavy Industry International Co., Ltd. | 1 | - | |
| Century Huaxin Wind Energy Co., Ltd. | 5 | - | |
| Total | $20 | $20 |
(G)Notes payable-related parties
| Century Iron and Steel Industrial Co., Ltd. Century Heavy Industry International Co., Ltd. Tai-Shing Engineering and Construction Co., Ltd. Shixin Steel Co., Ltd. Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 $47,083 - - - $47,083 |
|
| $35,193 8,076 1,366 10,147 |
||
| $54,782 |
(H) Notes payable
| Tai-Shing Engineering and Construction Co., Ltd. | As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $- | $1,316 |
(I)Other payables-related parties
| Century Iron and Steel Industrial Co., Ltd. Shixin Steel Co., Ltd. Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 $39,389 - $39,389 |
|
| $76,610 1,184 |
||
| $77,794 |
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(J)Prepayment for equipment (recognized as other non-current assets)
| Century Iron and Steel Industrial Co., Ltd. | As of December 31, | As of December 31, |
|---|---|---|
| 2020 $- |
2019 | |
$18,809 |
(K)Contract liability
| Century Iron and Steel Industrial Co., Ltd. Century Heavy Industry International Co., Ltd. Bladt Industries A/S Century Bladt Foundations Co., Ltd. Tai-Shing Engineering and Construction Co., Ltd. Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 $975 6,754 346,965 20,675 - $375,369 |
2019 | |
$- - - - 1,530 |
||
$1,530 |
(L)Refundable deposits (recognized as other non-current assets)
| LAI, HUI-HUA | As of December 31, | As of December 31, |
|---|---|---|
| 2020 $50 |
2019 | |
$- |
(M)Lease-related parties
| Name of the related parties The leased subject Period For the year ended December 31, 2020 Century Iron and Steel Industrial Co., Ltd. Staff dormitory 10/1/2017~2/28/2020 3/1/2020~9/30/2022 LAI, HUI-HUA Staff dormitory 11/1/2020~10/31/2021 Total |
The leased subject Period |
Rent terms | Total Rental Expenses |
|---|---|---|---|
| $5/ Per person $3/ Per person (Note) $50/ Per month |
$977 113 |
||
| $1,090 |
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For the year ended December 31, 2019 Century Iron and Steel Staff 10/1/2017~9/30/2022 $5/ Per person $572 Industrial Co., Ltd. dormitory
Note: The rent expense has been revised to NT$3 thousand/ per person since March 2020.
Company as a lessee
(a)Right-of-use assets
| Century Iron and Steel Industrial Co., Ltd. | As of December 31, | As of December 31, |
|---|---|---|
| 2020 $2,321 |
2019 | |
| $39,594 |
- (b)Lease liabilities
| Century Iron and Steel Industrial Co., Ltd. | As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $2,353 | $40,056 |
- (c)Interest expense
| Century Iron and Steel Industrial Co., Ltd. | For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 $520 |
2019 | |
| $1,288 |
(d)Gain on lease modification
| Century Iron and Steel Industrial Co., Ltd. | For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 $651 |
2019 | |
| $119 |
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(N)Acquisition of property, plant and equipment
| Name of Property Relatedparties For the year ended December 31, 2020 Machinery equipment (recorded under construction in progress and equipment awating inspection) Century Iron and Steel Industrial Co., Ltd. Office equipment Century Iron and Steel Industrial Co., Ltd. Office equipment Century Bladt Foundations Co., Ltd. |
Amount | Price reference |
|---|---|---|
| $55,993 | Commercial negotiation Commercial negotiation Commercial negotiation |
|
| $83 | ||
| $171 | ||
For the year ended December 31, 2019: None.
(O)Disposal of property, plant and equipment
| Name of Property Relatedparties For the year ended December 31, 2020 Office equipment Century Bladt Foundations Co., Ltd. Office equipment Century Huaxin Wind Energy Co., Ltd. For the year ended December 31, 2019 Office equipment Century Bladt Foundations Co., Ltd. |
Relatedparties | Carrying amount |
Prices | Gain on disposal of property, plant and equipment |
Price reference |
|---|---|---|---|---|---|
| $251 | $475 |
$224 | Commercial negotiation Commercial negotiation Commercial negotiation |
||
| $2 | $21 |
$19 | |||
| $132 | $197 |
$65 | |||
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(P) Operating expense
| Taiwan Ship & Offshore Technology Ltd. Century Bladt Foundations Co., Ltd. Bladt Industries A/S Total |
Account Consulting fee Miscellaneous expenses Training expenses |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|---|
| 2020 $- 7 - $7 |
2019 | ||
| $3,641 - 222 |
|||
| $3,863 |
(Q)Other incomes
| Century Iron and Steel Industrial Co., Ltd. Century Bladt Foundations Co., Ltd. Century Huaxin Wind Energy Co., Ltd. Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 $562 24 3 $589 |
2019 | |
| $950 26 - |
||
| $976 |
(R)Rental income
| Relatedparties Leased subject For the year ended December 31, 2020 Century Heavy Industry International Co., Ltd. Staff dormitory Century Heavy Industry International Co., Ltd. Staff dormitory |
Period |
Price | Total Rental income |
|---|---|---|---|
| 06/01/2020~ 08/31/2020 09/01/2020~ 08/31/2021 |
$5/per person $4/per person |
$45 | |
$39 |
|||
For the year ended December 31, 2019: None.
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Notes to Parent-Company-Only Financial Statements (Continued)
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(S)Interest income
| Century Iron and Steel Industrial Co., Ltd. Shixin Steel Co., Ltd. Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 $- 32 $32 |
2019 | |
| $351 - |
||
| $351 |
- (T)The Company purchased property, plant and equipment for Century Bladt Foundations Co., Ltd. for the year ended December 31, 2019 was NT$8,300 thousnad.
(3)Endorsement and guarantee
| Key management personnel | As of December 31, 2020 2019 $332,964 $- |
As of December 31, 2020 2019 $332,964 $- |
|---|---|---|
| 2019 | ||
| $- |
- (4)Key management personnel’s compensation
| Short-term employee benefits | For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 $6,777 |
2019 | |
| $5,493 |
8. Assets pledged as collateral
The following asset of the Company is pledged as collaterals:
| Item Financial assets measured at amortized cost |
As of December 31, | As of December 31, | Secured liabilities |
|---|---|---|---|
| 2020 | 2019 | ||
| $488,549 | $65,450 | Security deposit, reserve account, letters of credit and short-term secured loans |
|
9. Significant contingencies and unrecognized contractual commitments
- (A)Amounts available under unused short-term loans and letters of credit as of December 31, 2020 were NT$511,183 thousand and NT$21,293 thousand, respectively.
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-
(B)The Company’s performance guarantee to be entrusted by financial institute as of December 31, 2020 was NT$3,201,903 thousand.
-
(C)As of December 31, 2020, the Company’s major property, plant and equipment contracts that have not been completed are as follows:
| Contract Major contract of Taipei port south terminal |
Contract amount |
Payment | Unpaid amount |
|---|---|---|---|
| $1,768,513 | $884,666 |
$883,847 | |
The payment was recorded under construction in progress and equipment awaiting inspection accounts.
- Losses due to major disasters
None.
- Significant subsequent events
None.
-
Others
-
(1)Categories of financial instruments
Financial assets
| Financial assets measured at amortized cost: Cash and cash equivalents(excluding cash on hand) Financial assets measured at amortized cost Notes receivables Trade receivables Other receivables |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $570,588 729,205 - 417,936 4,793 |
$823,380 65,450 42 - 6,750 |
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| Other receivables-related parties Total Financial liabilities |
20 | 20 |
|---|---|---|
| $1,722,542 | $895,642 | |
| Financial liabilities measured at amortized cost: Short-term loans Payables Lease liabilities (including current portion with maturity less than 1 year) Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
$332,964 670,390 1,306,057 |
$- 293,274 724,216 |
|
| $2,309,411 | $1,017,490 |
- (2)Financial risk management objectives and policies
The Company’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Company identifies, measures, and manages the aforementioned risks based on its policy and risk appetite.
The Company has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors must be carried out based on related protocols and internal control procedures. The Company complies with its financial risk management policies at all times.
(3)Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprises currency risk, interest rate risk and other price risk (e.g. equity instruments).
In practice, it is rarely the case that a single risk variable will change independently from other risk variables. There is usually interdependencies between risk variables. However, the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.
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Foreign currency risk
The Company’s exposure to foreign currency risk relates primarily to the Company’s operating activities (when revenue or expense are denominated in a different currency from the Company’s functional currency).
The Company has certain foreign currency receivables to be denominated in the same foreign currency as certain foreign currency payables, therefore natural hedge is achieved. Therefore, hedge accounting is not adopted.
The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Company’s profit/loss and equity is performed on significant monetary items denominated in foreign currencies as at the end of the reporting period. The Company’s foreign currency risk is mainly related to volatility in the exchange rates of US dollars. The information of the sensitivity analyses is as follows:
When NTD strengthens/weakens against USD by 1%, the profit (loss) for the years ended 31 December 2020 and 2019 would decrease/increase by NT$4,765 thousand and NT$112 thousand, respectively.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt instrument investments at variable interest rates, bank loans with fixed interest rates and variable interest rates.
The interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period, including investments and loans with variable interest rates. At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profit for the years ended December 31, 2020 and 2019 to increase/decrease by NT$238 thousand and NT$823 thousand, respectively.
(4)Credit risk management
Credit risk is the risk that counterparty will not meet its obligations under a contract and result in a financial loss. The Company is exposed to credit risk from operating activities (primarily
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for accounts receivable, notes receivable and contract assets) and from its financing activities, including bank deposits and other financial instruments.
As of December 31, 2020 and 2019, amounts of contract assets and accounts receivables from top 10 customers represent 100% of the total trade receivables of the Company.
Credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to credit risk management. Credit limits are established for all counter parties based on their financial position, rating from credit rating agencies, historical experience, prevailing economic condition and the Company’s internal rating criteria etc. Certain counter parties’ credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment or insurance.
Credit risk from balances with banks and other financial instruments is managed by the Company’s finance division in accordance with the Company’s policy. The counterparties that the Company transacts with are determined by internal control procedures. They are banks with fine credit ratings and financial institutions, corporate and government agencies with investment-grade credit ratings. Thus, there is no significant default risk. Consequently, there is no significant credit risk for these counter parties.
The Company adopted IFRS 9 to assess the expected credit losses. Except for contract assets and trade receivables, the remaining debt instrument investments which are not measured at fair value through profit or loss.
Financial assets are written off when there is no realistic prospect of future recovery (the issuer or the debtor is in financial difficulties or bankruptcy).
(5)Liquidity risk management
The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, bank loans and leases. The table below summzrizes the maturity profile of the Company’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interes. The undiscounted payment relating to borrowings with variable interest rates is extrapolated based on the estimated interest rate yield curve as of the end of the reporting period.
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Non-derivative financial instruments
As of December 31, 2020 Short-term loans Payables Lease liabilities As of December 31, 2019 Payables Lease liabilities |
Less than 1year | 1 to 2years | 2 to 3years | 3 to 4years | >4years | Total $335,556 670,390 1,446,599 $293,274 800,794 |
|---|---|---|---|---|---|---|
| $335,556 670,390 106,531 $293,274 39,186 |
$- - 100,826 $- 38,941 |
$- - 99,473 $- 38,941 |
$- - 99,473 $- 38,941 |
$- - 1,040,296 $- 644,785 |
(6)Reconciliation of liabilities arising from financing activities
Reconciliation of liabilities for the year ended December 31, 2020:
| As of January 1, 2020 Cash flows Non-cash changes As of December 31, 2020 |
Short-term loans | Guarantee deposits | Lease liabilities $724,216 (44,805) 626,646 $1,306,057 |
Total liabilities from financing activities |
|---|---|---|---|---|
| $- 332,964 - |
$85 - - |
$724,301 288,159 626,646 |
||
$332,964 |
$85 | $1,639,106 |
Reconciliation of liabilities for the year ended December 31, 2019:
| As of January 1, 2019 Cash flows Non-cash changes As of December 31, 2019 |
Short-term loans | Guarantee deposits $26 59 - $85 |
Lease liabilities |
Total liabilities from financing activities |
|---|---|---|---|---|
| $- - - |
$284,337 (11,463) 451,342 |
$284,363 (11,404) 451,342 |
||
$- |
$724,216 | $724,301 |
Non-cash changes are the lease liabilities and the amount of amortisd interest from new leases.
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-
(7)Fair values of financial instruments
-
A.The evaluation methods and assumptions applied in determining the fair value
Fair value is the price that would be received to sell a financial asset or paid to transfer a financial liability in an orderly transaction between market participants at the measurement date (not under coercion or liquidation). The following methods and assumptions are used by the Company in estimating the fair values of financial assets and liabilities:
The carrying amount of cash and cash equivalents, accounts receivables, accounts payable and other current liabilities approximate their fair value due to their short maturities.
- B. Fair value of financial instruments measured at amortized cost
The carrying amount of the Company’s financial assets and liabilities measure at amortized cost approximates their fair value.
- C.Fair value measurement hierarchy for financial instruments
Please refer to Note 12(8) for fair value measurement hierarchy for financial instruments of the Company.
- (8)Fair value measurement hierarchy
A.Fair value measurement hierarchy
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date
- Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 – Unobservable inputs for the asset or liability
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For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.
B.Fair value measurement hierarchy of the Company’s assets and liabilities
The Company has neither assets that are measured at fair value on a non-recurring basis nor assets and liablities that are measured at fair value on a recurring basis.
(9)Significant financial assets and liabilities denominated in foreign currencies
Information regarding the significant financial assets and liabilities denominated in foreign currencies was listed below:
| Financial assets Monetary items: USD Financial liabilities Monetary items: USD Financial assets Monetary items: USD Financial liabilities Monetary items: USD |
As of December 31,2020 | As of December 31,2020 | As of December 31,2020 |
|---|---|---|---|
| Foreign currencies Foreign exchange rate NTD $28,914 28.48 $823,460 $12,183 28.48 $346,965 As of December 31,2019 |
NTD | ||
| $823,460 | |||
| $346,965 | |||
| Foreign currencies $365 $- |
Foreign exchange rate 30.77 - |
NTD | |
| $11,225 | |||
| $- |
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The above information is disclosed based on the carrying amount of foreign currency (after conversion to functional currency).
The foreign exchange gains or losses of the Company amounted to NT$(8,441) thousand and NT$1,079 thousand for the years ended December 31, 2020 and 2019, respectively.
(10)Capital management
The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Company manages and adjusts its capital structure in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust dividend payment to shareholders, return capital to shareholders or issue new shares.
13. Other disclosures
-
(1)Information on significant transactions
-
(A)Financing provided to others: None.
-
(B)Endorsement/Guarantee provided to others: None.
-
(C)Marketable securities held as of December 31, 2020 (excluding investments in subsidiaries, associates and joint ventures): None.
-
(D)Individual securities acquired or disposed of with accumulated amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2020: None.
-
(E)Acquisition of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2020: Please refer to attachment 1.
-
(F)Disposal of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2020: None.
-
(G)Related party transactions with purchase or sales amount of at least NT$100 million or 20 percent of the paid-in capital for the year ended December 31, 2020: Please refer to attachment 2.
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-
(H)Receivables from related parties of at least NT$100 million or 20 percent of the paid-in capital as of December 31, 2020: None.
-
(I)Derivative instrument transactions: None.
-
(2)Information on investees
-
(A)Investees over whom the Company exercises significant influence or control (excluding investees in Mainland China): Please refer to attachment 3.
-
(B)Investees over which the Company exercises control shall be disclosed of information under Note 13(1):
-
(a)Financing provided to others: None.
-
(b)Endorsement/Guarantee provided to others: None.
-
(c)Marketable securities held as of December 31, 2020 (excluding investments in subsidiaries, associates and joint ventures): None.
-
(d)Individual securities acquired or disposed of with accumulated amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2020: None.
-
(e)Acquisition of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2020: None.
-
(f)Disposal of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2020: None.
-
(g)Related party transactions with purchase or sales amount of at least NT$100 million or 20 percent of the paid-in capital for the year ended December 31, 2020: None.
-
(h)Receivables from related parties of at least NT$100 million or 20 percent of the paid-in capital as of December 31, 2020: None.
-
(i)Derivative instrument transactions: None.
-
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Notes to Parent-Company-Only Financial Statements (Continued)
- (3)Information on investments in Mainland China: None.
14. Segment information
The Company has provided the operating segment disclosure in the consolidated financial statements.
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Acquisition of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital
For the year ended December 31, 2020
| Attachment 1 (In Thousand of NewTaiwan Dollars) |
Attachment 1 (In Thousand of NewTaiwan Dollars) |
Attachment 1 (In Thousand of NewTaiwan Dollars) |
Attachment 1 (In Thousand of NewTaiwan Dollars) |
Attachment 1 (In Thousand of NewTaiwan Dollars) |
Attachment 1 (In Thousand of NewTaiwan Dollars) |
Attachment 1 (In Thousand of NewTaiwan Dollars) |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Acquisition company | Name ofproperty | Transaction date |
Transaction amount |
Payment status |
Counter-party | Relationship | Prior transaction of related counter-party | Price reference | Purpose and use of acquisition | Other terms | |||
| Owner | Relationship with the Company |
Transfer date |
Amount | ||||||||||
| Century Wind Power Co., Ltd. |
Buildings | 2020.05.01 | $1,380,873 | By contract | Century Iron And Steel Industrial Co., Ltd. and Guoye Construction Co., Ltd., etc. |
Note 1 | Note 2 | Note 2 | Note 2 | Note 2 | Commercial negotiation |
Requirement for operative growth | None |
Note 1 : Century Iron And Steel Industrial Co., Ltd. is the Company's parent company.
Note 2 : Century Iron And Steel Industrial Co., Ltd. purchased steel products from general manufacturers at the prevailing market price in stages and sold them to the Company to build factories.
It was not for the transfer of real estate to the Company.
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Century Wind Power Co., Ltd.
Related party transactions with purchases or sales amount at least of NT$100 million or 20 percent of the paid-in capital
For the year ended December 31, 2020
| Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|
| CompanyName | Relatedparty | Relationship | Transaction details | Details of non-arm's length transaction | Notes and accounts receivables(payable) |
Note | |||||
| Purchases (sales) |
Amount | Percentage of total purchases (sales)(%) |
Payment/ collection term |
Unitprice | Payment/ collection term | Balance | Percentage of total receivables (payable) (%) |
||||
| Century Wind Power Co., Ltd. |
Bladt Industries A/S | Other related parties | Purchases | $1,076,417 | 96.62% | By contract | The purchase is different from the general manufacturer's specification and can't be compared |
60~90 days | Contract liabilities $346,965 |
- |
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Century Wind Power Co., Ltd.
Investees over Whom the Company Exercise Significant Influence or Control (Excluding Investees in Mainland China)
For the year ended December 31, 2020
Attachment 3
| (In Thousand of New Taiwan Dollars) | (In Thousand of New Taiwan Dollars) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investee | Area | Main operative item | Original investment amount | Balance as of December 31,2020 | Net income (loss) of the investee |
Share of income (loss) of the Investee |
|||||
| As of December 31,2020 |
As of December 31,2019 |
Shares(thousand) | % | Carryingvalue | ||||||||
| Century Wind Power Co., Ltd. Century Wind Power Co., Ltd. Century Wind Power Co., Ltd. Century Wind Power Co., Ltd. Century Wind Power Co., Ltd. |
Century Wind International Co., Ltd. APEX Wind Power Equipment Manufacturing Company Limited Tai-shing Century Wind Power Co., Ltd. Century Bladt Foundations Co., Ltd. Century Heavy Iudustry International Co., Ltd. |
Taiwan Taiwan Taiwan Taiwan Taiwan |
International trading Manufacturing of metal structure Manufacturing of power generation and distribution machinery Manfacturing of power generation and distribution machinery Lifting engineering industry |
$2,500 $- $- $58,613 $15,000 |
$2,500 $87,166 $45,000 $58,613 $15,000 |
250 - - 5,861 1,500 |
50.00% -% -% 66.66% 25.00% |
$1,768 $- (Note 2) $- (Note 1) $39,629 $15,552 |
$(994) $(3,961) $(3,497) $(954) $2,380 |
$(497) $(523) $(1,049) $(636) $595 |
Note1: Tai-Shing Century Wind Power Co., Ltd. was approved by the shareholders' meeting on July 31, 2020 to conduct a liquidation.
Note2: The Company disposed all of the equity of Apex Wind Power Equipment Manufacturing Company Limited in November 2020 for NT$95,883 thousand and recognized gain on disposal of the investment NT$13,675 thousand.
170
Century Wind Power Co., Ltd.
1. Statement of Cash and Cash Equivalents
As of December 31, 2020
(In Thousand of New Taiwan Dollars or Foreign Currency)
| Item | Description | Amount | Note | |
|---|---|---|---|---|
| Cash on hand: Checkings and savings: Changhua Bank - Puhsin Branch Taiwan Business Bank - Dayuan Branch Mega Bank - Taoyuan Airport Branch First Bank - Chungli Branch Shanghai Commercial & Savings Bank - Yangmei Branch Land Bank of Taiwan - Chungli Branch Cathay United Bank - Tongde Branch CTBC Bank - Taoyuan Branch CTBC Bank - Taoyuan Branch Others Subtotal Total |
Saving Account Saving Account Saving Account Saving Account Saving Account Saving Account Saving Account Saving Account Foreign currency |
$150 117,301 60,524 56,617 19,597 2,726 39,731 2,499 57,316 213,660 617 570,588 $570,738 |
1.Cash and Cash Equivalents were not pledged. 2.Functional currency rates as of December 31, 2020 : USD :NTD=1:28.48USD 7,502 |
171
Century Wind Power Co., Ltd.
2. Statement of Financial Assets Measured at Amortized Cost-Current
As of December 31, 2020
(In Thousand of New Taiwan Dollars or Foreign Currency)
| Item | Description | Shares/units | Par value | Total amount | Interest rate | Acquisition cost | Note | |
|---|---|---|---|---|---|---|---|---|
| Mega Bank - Taoyuan Airport Branch Changhua Bank - Puhsin Branch First Bank - Chungli Branch Land Bank of Taiwan - Chungli Branch Shanghai Commercial & Savings Bank - Yangmei Branch Cathay United Bank - Tongde Branch CTBC Bank - Taoyuan Branch Total |
Restricted deposits Restricted deposits Restricted deposits Restricted deposits Restricted deposits Restricted deposits Time deposits |
- - - - - - - |
- - - - - - USD 8,450 |
- - - - - - USD 8,450 |
- - - - - - 1.70% |
$5,821 7,215 5,001 5,000 2,400 5,500 240,656 $271,593 |
Pledged account Pledged account Pledged account Reserve account Reserve account Reserve account Time deposits (over 3 months) |
172
Century Wind Power Co., Ltd.
3. Statetment of Contract Assests-Current
As of December 31, 2020
(In Thousand of New Taiwan Dollars)
| (In Thousand of New Taiwan Dollars) | |||
|---|---|---|---|
| Client name | Amount | Note | |
| M2048 L0055 A2050/A2051 Total |
$428,992 137,440 478 $566,910 |
The contract assets are derived from construction revenue and not related-party transactions. |
173
Century Wind Power Co., Ltd.
- Statement of Trade Receivables, net
As of December 31, 2020
(In Thousand of New Taiwan Dollars)
| (In Thousand of New Taiwan Dollars) | |||
|---|---|---|---|
| Item | Amount | Note | |
| A2050 M2048 L0055 A2051 Total Less: loss allowance Net |
$303,552 58,669 29,319 26,396 417,936 - $417,936 |
1.The trade receivables are from business operation and not related-party transactions. 2.Trade receivables were not pledged. |
174
Century Wind Power Co., Ltd.
5. Statement of Other Receivables
As of December 31, 2020
(In Thousand of New Taiwan Dollars)
| Item | Amount | Note | |
|---|---|---|---|
| Receivable from tax authority Other receivables Total |
$482 4,311 $4,793 |
175
Century Wind Power Co., Ltd.
6. Statement of Inventories
As of December 31, 2020
(In Thousand of New Taiwan Dollars)
| Item | Amount | Amount | Amount | NOTE | |
|---|---|---|---|---|---|
| Cost | Net realizable value | ||||
| Raw materials Supplies Total Less: loss allowance Net |
$1,162 2 1,164 - $1,164 |
$1,162 2 $1,164 |
1.Inventories were valued at lower of cost or net realizable value item by item. 2.Inventories were not pledged. |
176
Century Wind Power Co., Ltd.
7. Statement of Prepayments
As of December 31, 2020
(In Thousand of New Taiwan Dollars)
| Item | Amount | Note | |
|---|---|---|---|
| Overpaid VAT tax Other prepayments Total |
$80,389 14,155 $94,544 |
177
Century Wind Power Co., Ltd.
8. Statement of Other Current Assets
As of December 31, 2020
| (In Thousand of New Taiwan Dollars) | (In Thousand of New Taiwan Dollars) | ||
|---|---|---|---|
| Item | Amount | Note | |
| Temporary payments Prepayments for others Total |
$7,967 1,944 $9,911 |
178
Century Wind Power Co., Ltd.
- Statement of Financial Assets Measured at Amortized Cost-Non-Current
As of December 31, 2020
| (In Thousand of New Taiwan Dollars or Foreign Currency) | (In Thousand of New Taiwan Dollars or Foreign Currency) | (In Thousand of New Taiwan Dollars or Foreign Currency) | (In Thousand of New Taiwan Dollars or Foreign Currency) | (In Thousand of New Taiwan Dollars or Foreign Currency) | (In Thousand of New Taiwan Dollars or Foreign Currency) | (In Thousand of New Taiwan Dollars or Foreign Currency) | (In Thousand of New Taiwan Dollars or Foreign Currency) | (In Thousand of New Taiwan Dollars or Foreign Currency) |
|---|---|---|---|---|---|---|---|---|
| Item | Description | Shares/units | Par value | Total amount | Interest rate | Acquisition cost | Note | |
| Taiwan Business Bank - Xinming Branch Changhua Bank - Puhsin Branch CTBC Bank - Taoyuan Branch CTBC Bank - Taoyuan Branch Total |
Restricted deposits Restricted deposits Restricted deposits Restricted deposits |
- - - - |
- - - USD 4,700 |
- - - USD 4,700 |
0.19%~0.82% 0.10%~0.79% - 0.45% |
$35,691 87,990 200,075 133,856 $457,612 |
Security deposit Security deposit Security deposit Security deposit |
179
Century Wind Power Co., Ltd.
10. Statement of Changes in Investments Accounted for Under Equity Method
For the year ended December 31, 2020
| (In Thousand of New Taiwan Dollars and shares) | (In Thousand of New Taiwan Dollars and shares) | (In Thousand of New Taiwan Dollars and shares) | (In Thousand of New Taiwan Dollars and shares) | (In Thousand of New Taiwan Dollars and shares) | (In Thousand of New Taiwan Dollars and shares) | (In Thousand of New Taiwan Dollars and shares) | (In Thousand of New Taiwan Dollars and shares) | (In Thousand of New Taiwan Dollars and shares) | (In Thousand of New Taiwan Dollars and shares) | (In Thousand of New Taiwan Dollars and shares) | (In Thousand of New Taiwan Dollars and shares) | (In Thousand of New Taiwan Dollars and shares) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investee companies | As of January1,2020 | Additions | Decrease | As of December 31,2020 | Fair Value/net assets value | Collateral | |||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | % | Amount | Unit price (NTD) |
Total amount | |||
| Century Wind International Co., Ltd. Century Bladt Foundations Co., Ltd. APEX Wind Power Equipment Manufacturing Company Limited Tai-Shing Century Wind Power Co., Ltd. Century Heavy Iudustry International Co., Ltd. Total |
250 5,861 8,717 4,500 15,000 |
$2,265 40,265 82,443 43,209 14,957 |
- - - - - |
$- - - - 595 (Note2) |
- - (8,717) (4,500) - |
$(497) (Note2) (636) (Note2) (82,443) (Note1 、2)(43,209) (Note2 、3)- $(126,785) |
250 5,861 - - 1,500 |
50.00% 66.66% -% -% 25.00% |
$1,768 39,629 - - 15,552 $56,949 |
$7.07 6.76 - - 10.37 |
$1,768 39,629 - - 15,552 $56,949 |
None None None None None |
|
| $183,139 | $595 | ||||||||||||
Note1: The Company disposed all of the equity of Apex Wind Power Equipment Manufacturing Company Limited in November 2020 for NT$95,883 thousand.
Note2: Share of profit or loss of subsidiaries, associates and joint ventures.
Note3: Tai-Shing Century Wind Power Co., Ltd. was approved by the shareholders' meeting on July 31, 2020 to conduct a liquidation.
180
Century Wind Power Co., Ltd.
11. Statement of Changes in Right-of-Use Assets
For the year ended December 31, 2020
| (In Thousand of New Taiwan Dollars) | (In Thousand of New Taiwan Dollars) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | As of January1,2020 | Additions | Disposals | Reclassification | As of December 31,2020 | ||||||
| Cost: Land Buildings Other equipments Total Accumulated Depreciation: Land Buildings Other equipments Total Net carrying amount: |
$692,456 41,964 820 735,240 17,375 2,370 579 20,324 $714,916 |
$447,724 452 214,763 662,939 54,453 1,831 5,699 $61,983 |
$- (38,944) (820) (39,764) - (3,351) (771) $(4,122) |
$- - - - - - - $- |
$1,140,180 3,472 214,763 1,358,415 71,828 850 5,507 78,185 $1,280,230 |
181
Century Wind Power Co., Ltd.
12. Statement of Short-Term Loans
As of December 31, 2020
| (In Thousand of New Taiwan Dollars) | (In Thousand of New Taiwan Dollars) | (In Thousand of New Taiwan Dollars) | (In Thousand of New Taiwan Dollars) | (In Thousand of New Taiwan Dollars) | (In Thousand of New Taiwan Dollars) | ||
|---|---|---|---|---|---|---|---|
| Item | Creditor | As of December 31,2020 | Period | Interest Rate | Financingamount | Pledged as collaterals | Note |
| Bank loans of letters of credit Bank loans of letters of credit Bank loans of letters of credit Bank loans of letters of credit Bank loans of letters of credit Bank loans of letters of credit Bank loans of credit Total |
First Bank Mega Bank Changhua Bank Shanghai Commercial & Savings Bank Cathay United Bank Land Bank of Taiwan Changhua Bank |
$48,853 53,027 54,111 23,195 53,778 50,000 50,000 $332,964 |
2020/07/21~2021/06/29 2020/09/21~2021/05/23 2020/07/16~2021/05/16 2020/10/15~2021/05/26 2020/12/21~2021/06/21 2020/11/17~2021/05/06 2020/11/03~2021/11/03 |
1.60% 1.825%~2.075% 2.10% 1.81% 1.68% 1.625% 2.10% |
$50,000 100,000 150,000 30,000 88,000 50,000 300,000 |
Financial assets measured at amortized cost Financial assets measured at amortized cost Financial assets measured at amortized cost Financial assets measured at amortized cost Financial assets measured at amortized cost Financial assets measured at amortized cost None |
Please refer to Note 8 for more details on assets pledged as security for short-term loans. |
182
Century Wind Power Co., Ltd.
- 13. Statement of Contract Liabilities Current
As of December 31, 2020
(In Thousand of New Taiwan Dollars)
| (In Thousand of New Taiwan Dollars) | |||
|---|---|---|---|
| Name | Amount | Note | |
| Century Heavy Industry International Co., Ltd. Bladt Industries A/S Century Iron and Steel Industrial Co., Ltd. Century Bladt Foundations Co., Ltd. A2050/A2051 Others Total |
$6,754 346,965 975 20,675 61,010 17,947 $454,326 |
Related party Related party Related party Related party The amount of individual account included in others does not exceed 5% of the account balance and not related-party amounts. |
183
Century Wind Power Co., Ltd.
14. Statement of Notes Payable
As of December 31, 2020
(In Thousand of New Taiwan Dollars)
| (In Thousand of New Taiwan Dollars) | |||
|---|---|---|---|
| Vendor name | Amount | Note | |
| S0083 B0132 B1033 M0258 Others Total |
$45,420 19,548 39,869 16,149 49,029 $170,015 |
The amount of individual vendor included in others does not exceed 5% of the account balance and not related-party amounts. |
184
Century Wind Power Co., Ltd.
15. Statement of Trade Payable
As of December 31, 2020
(In Thousand of New Taiwan Dollars)
| Vendor name | Amount | Note | |
|---|---|---|---|
| J0012 J0008 J0004 Total |
$4,220 978 723 $5,921 |
185
Century Wind Power Co., Ltd.
16. Statement of Other Payables
As of December 31, 2020
(In Thousand of New Taiwan Dollars)
| (In Thousand of New Taiwan Dollars) | |||
|---|---|---|---|
| Item | Amount | Note | |
| Other accrued expense Salaries and wages payable Payable on employees’compensation Subtotal Payable on equipment Hsin Kuang Steel Co., Ltd. Hwan Tai Co., Ltd. Guoye Construction Co., Ltd. Xu Yuan Construction Co., Ltd. Weldotherm Gesellschaft für Wärmetechnik m.b.H. Yung Chen Electrical and Mechanical Engineering Co., Ltd. Others Subtotal Total |
$47,207 11,954 4,646 63,807 90,678 34,719 25,621 19,284 18,417 29,126 80,226 298,071 $361,878 |
The amount of individual vendor included in others does not exceed 5% of the account balance. |
186
Century Wind Power Co., Ltd.
17. Statement of Changes in Current Income Tax Liabilities
As of December 31, 2020
(In Thousand of New Taiwan Dollars)
| Item | Amount | Note | |
|---|---|---|---|
| As of January 1, 2020 Add: Estimated income taxe payable in 2020 Less: Withholding tax of interest As of December 31, 2020 |
$- 159,728 (57) $159,671 |
187
Century Wind Power Co., Ltd.
18. Statement of Lease Liabilities
As of December 31, 2020
(In Thousand of New Taiwan Dollars)
| Item | Period | Discount rate | As of December 31,2020 | Note |
|---|---|---|---|---|
| Land Buildings Other equipment Total Less: Current portion of lease liabilities Non-current portion of lease liabilities |
2018/6/1~2039/10/3 2020/1/1~2022/12/31 2020/10/5~2030/7/16 |
1.25%~1.65% 1.25%~2.50% 1.65% |
$1,087,759 2,656 215,642 1,306,057 (89,300) $1,216,757 |
188
Century Wind Power Co., Ltd.
19. Statement of Other Current Liabilities
As of December 31, 2020
(In Thousand of New Taiwan Dollars)
| Item | Amount | Note | |
|---|---|---|---|
| Temporary Credits Receipts under custody Total |
$1,433 612 $2,045 |
189
Century Wind Power Co., Ltd.
20. Statement of Operating Revenues
For the year ended December 31, 2020
(In Thousand of New Taiwan Dollars)
| Item | Quantity | Amount | Note | |
|---|---|---|---|---|
| Construction revenue Services revenue Total |
- - |
$2,486,482 8,148 $2,494,630 |
190
Century Wind Power Co., Ltd.
21. Statement of Operating Costs
For the year ended December 31, 2020
(In Thousand of New Taiwan Dollars)
| Item | Amount | Note | |
|---|---|---|---|
| Construction cost Direct materials Manufacturing overhead Construction expenses Subtotal Add: Construction in progress at the beginning of the year Net construction benefits recognized during the year Construction costs for the year Less: Construction in progress at the end of the year Completions of construction during the year Other operating cost Total |
$1,099,417 137,206 246,573 1,483,196 94,582 1,003,287 1,483,196 (2,581,065) - 2,515 $1,485,711 |
191
Century Wind Power Co., Ltd.
22. Statement of Sales and Marketing Expenses
For the year ended December 31, 2020
| (In Thousand of New Taiwan Dollars) | (In Thousand of New Taiwan Dollars) | ||
|---|---|---|---|
| Item | Amount | Note | |
| Salaries and wages Insurance expenses Depreciation expense Provision for warranties Others Total |
$4,839 412 9 746 185 $6,191 |
The amount of individual account included in others does not exceed 5% of the account balance. |
192
Century Wind Power Co., Ltd.
23. Statement of General and Administrative Expenses
For the year ended December 31, 2020
(In Thousand of New Taiwan Dollars)
| (In Thousand of New Taiwan Dollars) | |||
|---|---|---|---|
| Item | Amount | Note | |
| Salaries and wages Depreciation expense Amortization expense Professional service expenses Miscellaneous expenses Others Total |
$18,260 9,900 8 8,036 6,228 23,359 $65,791 |
The amount of individual account included in others does not exceed 5% of the account balance. |
193
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199
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd. and Subsidiaries
Consolidated Balance Sheets As of December 31, 2020 and 2019
(Amounts Expressed In Thousand of New Taiwan Dollars)
| Assets | Assets | Assets | As of December | As of December | 31,2020 | As of December | As of December | 31,2019 | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % | ||||
| 1100 1136 1140 1150 1170 1200 1210 1310 1410 1470 11xx 1535 1550 1560 1600 1755 1780 1840 1990 15xx 1xxx |
Current assets Cash and cash equivalents Financial assets measured at amortized cost Contract assets Notes receivables, net Trade receivables, net Other receivables Other receivables - related parties Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets measured at amortized cost Investments accounted for under equity method Contract assets Property, plant and equipment Right-of-use assets Intangible assets Deferred income tax assets Other non-current assets Total non-current assets Total Assets |
4, 6(1) 4, 6(2), 8 4, 6(14) 4, 6(3) 4, 6(4) 7 4, 6(5) 4, 6(2), 8 4, 6(6) 4, 6(14) 4, 6(7), 7 4, 6(16), 7 4, 6(8) 4, 6(19) 6(9), 7 |
$612,095 271,593 566,910 - 417,936 4,796 265 1,324 94,872 9,957 1,979,748 457,612 15,552 - 3,159,956 1,282,504 2,440 3,415 131,264 5,052,743 $7,032,491 |
9 4 8 - 6 - - - 1 - 28 7 - - 45 18 - - 2 72 100 |
$882,971 15,649 - 42 - 6,766 16 351 88,835 10,622 1,005,252 49,801 140,609 49,197 1,458,031 717,885 - - 238,509 2,654,032 $3,659,284 |
24 - - - - - - - 3 - 27 1 4 1 40 20 - - 7 73 100 |
(The accompanying notes are an integral part of the consolidated financial statements.)
200
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd. and Subsidiaries
Consolidated Balance Sheets(Continued) As of December 31, 2020 and 2019
(Amounts Expressed In Thousand of New Taiwan Dollars)
| Liabilities and Equity | Liabilities and Equity | Liabilities and Equity | As of December | As of December | 31,2020 | As of December 31,2019 | As of December 31,2019 | As of December 31,2019 | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % | ||||
| 2100 2130 2150 2160 2170 2200 2220 2230 2250 2281 2282 2399 21xx 2527 2581 2582 2600 25xx 2xxx 31xx 3100 3110 3200 3300 3351 36xx 3xxx |
Current liabilities Short-term loans Contract liabilities Notes payable Notes payable-related parties Trade payable Other payables Other payables-related parties Current income tax liabilities Current provision Lease liabilities Lease liabilities-related parties Other current liabilities Total current liabilities Non-current liabilities Contract liabilities Lease liabilities Lease liabilities-related parties Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to shareholders of the parent Capital Common stock Capital surplus Retained earnings Unappropriated earnings (accumulated deficits) Non-controlling interests Total equity Total liabilities and equity |
4, 6(10), 8 4, 6(14), 7 7 7 6(11) 7 4, 6(19) 4 4, 6(16) 4, 6(16), 7 4, 6(14), 7 4, 6(16) 4, 6(16), 7 6(13) 6(13) 6(13) 6(13) |
$332,964 433,651 171,755 54,782 5,920 370,052 77,875 159,671 746 89,058 1,748 2,475 1,700,697 - 1,215,758 1,784 85 1,217,627 2,918,324 1,000,000 2,324,364 768,161 21,642 4,114,167 $7,032,491 |
5 6 3 1 - 5 1 2 - 1 - - 24 - 17 - - 17 41 14 33 11 1 59 100 |
$- - 116,217 47,083 - 94,709 39,391 - - 32,274 2,301 793 332,768 6,986 653,462 39,162 85 699,695 1,032,463 880,000 1,895,047 (170,683) 22,457 2,626,821 $3,659,284 |
- - 3 1 - 3 1 - - 1 - - 9 - 18 1 - 19 28 24 52 (5) 1 72 100 |
(The accompanying notes are an integral part of the consolidated financial statements.)
201
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd. and Subsidiaries
Consolidated Statements Of Comprehensive Income
For the Years Ended December 31, 2020 and 2019
(Amounts Expressed in Thousand of New Taiwan Dollars, Except Earnings Per Share)
| Code | Accounts | Notes | 2020 | 2019 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 5000 5900 6000 6100 6200 6900 7000 7100 7010 7020 7050 7070 7900 7950 8200 8300 8500 8600 8610 8620 8700 8710 8720 9750 9850 |
Operating revenues Operating costs Gross profit Operating expenses Sales and marketing General and administrative Total operating expenses Operating income (loss) Non-operating incomes and expenses Interest income Other incomes Other gains or losses Finance costs Share of the profit or loss of associates and joint ventures Total non-operating incomes and expenses Income (loss) before income tax Income tax expense Net income (loss) Other comprehensive income Total comprehensive income (loss) Net income (loss) attributable to: Shareholders of the parent Non-controlling interests Comprehensive income (loss) attributable to: Shareholders of the parent Non-controlling interests Earnings per share-basic (in NTD) Earnings per share-diluted (in NTD) |
4, 5, 6(14), 7 7 7 6(18), 7 6(6) 4, 6(19) 6(20) 6(20) |
$2,514,611 (1,489,326) 1,025,285 (6,191) (84,078) (90,269) 935,016 1,238 4,333 1,246 (17,197) (977) (11,357) 923,659 (156,313) 767,346 - $767,346 $768,161 (815) $767,346 $768,161 (815) $767,346 $8.09 $8.08 |
100 (59) 41 - (4) (4) 37 - - - - - - 37 (6) 31 - 31 31 - 31 31 - 31 |
$94,582 (69,425) 25,157 (7,206) (111,235) (118,441) (93,284) 5,476 2,003 1,198 (7,506) (6,381) (5,210) (98,494) - (98,494) - $(98,494) $(89,078) (9,416) $(98,494) $(89,078) (9,416) $(98,494) $(1.01) $(1.01) |
100 (73) 27 (8) (118) (126) (99) 6 2 1 (8) (6) (5) (104) - (104) - (104) (94) (10) (104) (94) (10) (104) |
(The accompanying notes are an integral part of the consolidated financial statements.)
202
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2020 and 2019
(Amounts Expressed in Thousand of New Taiwan Dollars)
| Code | Items | EquityAttributable to Shareholders of the Parent | EquityAttributable to Shareholders of the Parent | Non-controlling Interests |
Total Equity | ||
|---|---|---|---|---|---|---|---|
| Capital | Capital Surplus | Unappropriated Earings (accumulated deficits) |
Total | ||||
| 3100 | 3200 | 3351 | 31xx | 36xx | 3xxx | ||
| A1 D1 D3 D5 O1 Z1 A1 C11 D1 D3 D5 E1 Z1 |
Balance as of January 1, 2019 Net loss for 2019 Other comprehensive income (loss) for 2019 Total comprehensive income (loss) Changes in non-controlling interests Balance as of December 31, 2019 Balance as of January 1, 2020 Capital surplus to be used to offset accumulated deficits Net income (loss) for 2020 Other comprehensive income (loss) for 2020 Total comprehensive income (loss) Issuance of common stock in cash Balance as of December 31, 2020 |
$880,000 - $880,000 $880,000 - 120,000 $1,000,000 |
$1,895,047 - $1,895,047 $1,895,047 (170,683) - 600,000 $2,324,364 |
$(81,605) (89,078) - (89,078) $(170,683) $(170,683) 170,683 768,161 - 768,161 $768,161 |
$2,693,442 (89,078) - (89,078) $2,604,364 $2,604,364 - 768,161 - 768,161 720,000 $4,092,525 |
$2,479 (9,416) - (9,416) 29,394 $22,457 $22,457 (815) - (815) $21,642 |
$2,695,921 (98,494) - (98,494) 29,394 $2,626,821 $2,626,821 - 767,346 - 767,346 720,000 $4,114,167 |
(The accompanying notes are an integral part of the consolidated financial statements.)
203
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2020 and 2019
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Code | Items | 2020 | 2019 | Code | Items | 2020 | 2019 | |||
|---|---|---|---|---|---|---|---|---|---|---|
| AAAA A10000 A20000 A20010 A20100 A20200 A20900 A21200 A22400 A22500 A23200 A29900 A30000 A31125 A31130 A31150 A31180 A31190 A31200 A31230 A31240 A32125 A32130 A32140 A32150 A32180 A32190 A32200 A32230 A33000 A33300 A33500 A33500 AAAA |
Cash flows from operating activities: Net income (loss) before tax Adjustments: Profit or loss not effecting cash flows: Depreciation (including right-of-use assets) Amortization expense Interest expense Interest income Share of the profit or loss of associates and joint ventures (Gain) loss on disposal of property, plant and equipment Gain on disposal of investments accounted for under equity method Gain on lease modification Changes in operating assets and liabilities: Contract assets Notes receivables Trade receivables Other receivables Other receivable - related parties Inventories Prepayments Other current assets Contract liabilities Notes payable Notes payable - related parties Trade payable Other payables Other payable - related parties Current provision Other current liabilities Cash generated from (used in) operations Interest paid Income tax returned Income tax paid Net cash provided by (used in) operating activities |
$923,659 147,978 175 17,197 (1,238) 977 (19) (13,675) (663) (517,713) 42 (417,936) 1,855 (249) (973) (6,037) 665 426,665 55,538 7,699 5,920 56,274 38,484 746 1,682 727,053 (17,197) 115 (57) 709,914 |
$(98,494) 22,191 - 7,506 (5,476) 6,381 23 - (119) (49,197) (42) - (6,150) (16) (351) (70,135) (9,998) 6,986 63,185 47,083 - 71,329 (41,370) - 623 (56,041) (7,506) - (482) (64,029) |
BBBB B00040 B01800 B01900 B02700 B02800 B03700 B04500 B07500 BBBB CCCC C00100 C00200 C03000 C04020 |
Cash flows from investing activities:取Acquisition of financial assets measured at amortized cost Acquisition of investments accounted for under equity method Disposal of investments accounted for under equity method 取Acquisition of property, plant and equipment Disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible asset Interest received Net cash provided by (used in) investing activities Cash flows from financing activities: Increase in short-term loans Repayment of short-term loans Increase in guarantee deposits Cash payments for the principal portion of the lease liabilities 現Issuance of common stock in cash Increase (decrease) in non-controlling interests 籌Net cash provided by (used in) financing activities Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
(663,755) - 137,755 (1,460,561) 21 447 (2,486) 1,238 (1,987,341) 531,638 (198,674) - (46,413) 720,000 - 1,006,551 (270,876) 882,971 $612,095 |
(29,759) (60,000) - (1,374,322) - 2,063 - 5,476 (1,456,542) - - 59 (12,011) - 29,394 17,442 (1,503,129) 2,386,100 $882,971 |
|||
| C04600 | ||||||||||
| C05800 CCCC EEEE E00100 E00200 |
(The accompanying notes are an integral part of the consolidated financial statements.)
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English Translation of Consolidated Financial Statements Originally Issued in Chinese ~~English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries~~ Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued) Notes to Consolidated Financial Statements (Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified) ~~(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)~~
1. History and organization
Century Wind Power Co., Ltd. (the “Company”) was incorporated on May 15, 2017. The main activities of the Company include the projects of power generation, transmission, distribution, mechanical equipment manufacturing and installation services. The Company’s registered office is at 1F., No. 1119, Sec. 1, Zhongshan Rd., Guanyin Dist., Taoyuan City, Taiwan. And the main business location is at No. 388-5, Sec. 3, Zhongshan Rd., Bali Dist., New Taipei City, Taiwan.
Century Iron And Steel Industrial Co., Ltd. is the Company’s parent company, which is also the ultimate controller of the Group to which the Company belongs to.
2. Date and procedures of authorization of financial statements for issuing
The consolidated financial statements of the Company and its subsidiaries (“the Group”) for the years ended December 31, 2020 and 2019 were authorized to be issued by the Board of Directors on February 22, 2021.
3. Newly issued or revised standards and interpretations
- (1) Changes in accounting policies resulting from applying for the first time certain standards and amendments
The Group applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after January 1, 2020. Apart from the nature and impact of the new standard and amendment is described below, the remaining new standards and amendments had no material impact on the Group.
- (a) Covid-19-Related Rent Concessions (Amendment to IFRS 16)
The Group elected to early apply Covid-19-Related Rent Concessions (Amendment to IFRS 16) which is recognized by FSC for annual periods beginning on or after January 1, 2020, and in accordance with the requirements of the transition. For the rent concession arising as a direct consequence of the Covid-19 pandemic, the Group elected not to assess whether it is a lease modification but accounted it as a variable lease payment. Please refer to Note 6 for disclosure related to the lessee which required by the amendment.
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- (2) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, but not yet adopted by the Group as at the end of the reporting period are listed below.
| Items | New,Revised or Amended Standards and Interpretations | Effective Date issued byIASB |
|---|---|---|
| a | Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9,IAS 39,IFRS 7,IFRS 4 and IFRS 16) |
January 1, 2021 |
- (a) Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
The final phase amendments mainly relate to the effects of the interest rate benchmark reform on the companies’ financial statements:
-
A. A company will not have to derecognise or adjust the carrying amount of financial instruments for changes to contractual cash flows as required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate;
-
B. A company will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge meets other hedge accounting criteria; and
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C. A company will be required to disclose information about new risks arising from the reform and how it manages the transition to alternative benchmark rates.
The abovementioned amendments that are applicable for annual periods beginning on or after January 1, 2021 have no material impact on the Group.
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(3) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are not endorsed by FSC, and not yet adopted by the Group as of the end of the reporting period are listed below.
| Items | New,Revised or Amended Standards and Interpretations | Effective Date issued byIASB |
|---|---|---|
| (A) | IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” - Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures |
To be determined by IASB |
| (B) | IFRS 17 “Insurance Contracts” | January1,2023 |
| (C) | Classification of Liabilities as Current or Non-current – Amendments to IAS 1 |
January 1, 2023 |
| (D) | Narrow-scope amendments of IFRS, including Amendments to IFRS 3, Amendments to IAS 16, Amendments to IAS 37 and the Annual Improvements |
January 1, 2022 |
| (E) | Disclosure Initiative - Accounting Policies – Amendments to IAS 1 |
January 1, 2023 |
| (F) | Definition of AccountingEstimates – Amendments to IAS 8 | January1,2023 |
(A)IFRS 10“Consolidated Financial Statements” and IAS 28“Investments in Associates and Joint Ventures” - Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures
The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.
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IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.
(B)IFRS 17 “Insurance Contracts”
IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The fulfilment cash flows comprise of the following:
I.Estimates of future cash flows;
II.Discount rate: an adjustment to reflect the time value of money and the financial risks related to the future cash flows, to the extent that the financial risks are not included in the estimates of the future cash flows; and
III.a risk adjustment for non-financial risk.
The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims. Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.
IFRS 17 was issued in May 2017 and it was amended in June 2020. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after January 1, 2023 (from the original effective date of January 1, 2021); provide additional transition reliefs; simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. IFRS 17 replaces an interim Standard – IFRS 4 Insurance Contracts – from annual reporting periods beginning on or after January 1, 2023.
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- (C)Classification of Liabilities as Current or Non-current – Amendments to IAS 1
These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.
-
(D)Narrow-scope amendments of IFRS, including Amendments to IFRS 3, Amendments to IAS 16, Amendments to IAS 37 and the Annual Improvements
-
A. Updating a Reference to the Conceptual Framework (Amendments to IFRS 3)
The amendments updated IFRS 3 by replacing a reference to an old version of the Conceptual Framework for Financial Reporting with a reference to the latest version, which was issued in March 2018. The amendments also added an exception to the recognition principle of IFRS 3 to avoid the issue of potential “day 2” gains or losses arising for liabilities and contingent liabilities. Besides, the amendments clarify existing guidance in IFRS 3 for contingent assets that would not be affected by replacing the reference to the Conceptual Framework.
- B. Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)
The amendments prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss.
- C. Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37)
The amendments clarify what costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous.
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D. Annual Improvements to IFRS Standards 2018 - 2020
Amendment to IFRS 1
The amendment simplifies the application of IFRS 1 by a subsidiary that becomes a first-time adopter after its parent in relation to the measurement of cumulative translation differences.
Amendment to IFRS 9 Financial Instruments
The amendment clarifies the fees a company includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability.
Amendment to Illustrative Examples Accompanying IFRS 16 Leases
The amendment to Illustrative Example 13 accompanying IFRS 16 modifies the treatment of lease incentives relating to lessee’s leasehold improvements.
Amendment to IAS 41
The amendment removes a requirement to exclude cash flows from taxation when measuring fair value thereby aligning the fair value measurement requirements in IAS 41 with those in other IFRS Standards.
(E)Disclosure Initiative - Accounting Policies – Amendments to IAS 1
The amendments improve accounting policy disclosures that to provide more useful information to investors and other primary users of the financial statements.
(F)Definition of Accounting Estimates – Amendments to IAS 8
The amendments introduce the definition of accounting estimates and included other amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to help companies distinguish changes in accounting estimates from changes in accounting policies.
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The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Group’s financial statements were authorized for issuing, the local effective dates are to be determined by FSC. The Group assesses new or amended standards and interpretations have no material impact on the Group.
4. Summary of significant accounting policies
- (1) Statement of compliance
The consolidated financial statements of the Group for the years ended December 31, 2020 and 2019 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”) and International Financial Reporting Standard, International Accounting Standards, and Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standard Interpretation Committee as endorsed by the FSC.
- (2) Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value.The consolidated financial statements are expressed in thousands of New Taiwan Dollars (“NT$”) unless otherwise stated.
- (3) Basis of consolidation
Preparation principle of consolidated financial statement
Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has:
-
A. power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
-
B. exposure, or rights, to variable returns from its involvement with the investee, and
-
C. the ability to use its power over the investee to affect its returns
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When the Company has less than a majority of the voting or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
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A. the contractual arrangement with the other vote holders of the investee
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B. rights arising from other contractual arrangements
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C. the Group’s voting rights and potential voting rights
The Company re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.
Subsidiaries are fully consolidated from the acquisition date, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using uniform accounting policies. All intra-group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
Total comprehensive income of the subsidiaries is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
If the Company loses control of a subsidiary, it:
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A. derecognizes the assets (including goodwill) and liabilities of the subsidiary;
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B. derecognizes the carrying amount of any non-controlling interest;
-
C. recognizes the fair value of the consideration received;
-
D. recognizes the fair value of any investment retained;
-
E. recognizes any surplus or deficit in profit or loss; and
-
F. reclassifies the parent’s share of components previously recognized in other comprehensive income to profit or loss.
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(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
The consolidated entities are listed as follows:
| Investor The Company The Company |
Subsidiary Century Wind International Co., Ltd.(Note) Century Bladt Foundations Co., Ltd. |
Main businesses International trading Consulting services of construction management |
Percentage of ownership (%) As of December 31, |
Percentage of ownership (%) As of December 31, |
|---|---|---|---|---|
| 2020 50.00% 66.66% |
2019 | |||
| 50.00% 66.66% |
Note: The Company controls over Century Wind International Co., Ltd.'s relevant activities through holding more than half of the board of directors.
- (4) Foreign currency transactions
The Group’s consolidated financial statements are presented in New Taiwan Dollars, which is also the Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency closing rate of exchange ruling at the reporting date. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.
All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:
- A. Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.
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-
B. Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instruments.
-
C. Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.
When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.
- (5) Current and non-current distinction
An asset is classified as current when:
-
A. The Group expects to realize the asset, or intends to sell or consume it, in its normal operating cycle.
-
B. The Group holds the asset primarily for the purpose of trading.
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C. The Group expects to realize the asset within twelve months after the reporting period.
-
D. The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when:
-
A. The Group expects to settle the liability in its normal operating cycle.
-
B. The Group holds the liability primarily for the purpose of trading.
-
C. The liability is due to be settled within twelve months after the reporting period.
-
D. The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
All other liabilities are classified as non-current.
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- (6) Cash and cash equivalents
Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid time deposits (including ones that have maturity within three months) or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
- (7) Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
- A. Financial instruments: Recognition and Measurement
The Group accounts for regular way purchase or sales of financial assets on the trade date.
The Group classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:
-
(a)the Group’s business model for managing the financial assets and
-
(b)the contractual cash flow characteristics of the financial asset.
Financial assets measured at amortized cost
A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables, financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:
-
(a)the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
-
(b)the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
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Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognise the impairment gains or losses.
Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
(a)Purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
-
(b)Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
-
B. Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the balance sheet.
The Group measures expected credit losses of a financial instrument in a way that reflects:
-
(a)an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
-
(b)the time value of money; and
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(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
- (c)reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
The loss allowance is measures as follow:
-
(a)At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Group measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.
-
(b)At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
-
(c)For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.
At each reporting date, the Group needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.
- C. Derecognition of financial assets
A financial asset is derecognized when:
-
(a)The rights to receive cash flows from the asset have expired.
-
(b)The Group has transferred the asset and substantially all the risks and rewards of the asset have been transferred.
-
(c)The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the carrying
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amount and the consideration received or receivable including any cumulative gain or loss
that had been recognized in other comprehensive income, is recognized in profit or loss.
- D. Financial liabilities and equity
Classification between liabilities or equity
The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
Financial liabilities
Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.
Financial liabilities at amortized cost
Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.
Derecognition of financial liabilities
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A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
- E. Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
- (8) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
-
A. In the principal market for the asset or liability, or
-
B. In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible to by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling
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it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
- (9) Inventories
Inventories mostly include steel structure material, are valued at lower of cost and net realizable value item by item.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Rendering of services is accounted in accordance with IFRS 15 and not within the scope of inventories.
- (10) Investments accounted for using the equity method
The Group’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Group has significant influence. A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture.
Under the equity method, the investment in the associate or an investment in a joint venture is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associate or joint venture. After the interest in the associate or joint venture is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. Unrealized gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the Group’s related interest in the associate or joint venture.
When changes in the net assets of an associate or a joint venture occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Group’s percentage of ownership interests in the associate or joint venture, the Group recognizes such
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(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate or joint venture on a prorata basis.
When the associate or joint venture issues new stock, and the Group’s interest in an associate or a joint venture is reduced or increased as the Group fails to acquire shares newly issued in the associate or joint venture proportionately to its original ownership interest, the increase or decrease in the interest in the associate or joint venture is recognized in Additional Paid in Capital and Investment accounted for using the equity method. When the interest in the associate or joint venture is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Group disposes the associate or joint venture.
The financial statements of the associate or joint venture are prepared for the same reporting period as the Group. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.
The Group determines at each reporting date whether there is any objective evidence that the investment in the associate or an investment in a joint venture is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures. If this is the case the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets. In determining the value in use of the investment, the Group estimates:
-
A. Its share of the present value of the estimated future cash flows expected to be generated by the associate or joint venture, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or
-
B. The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.
Because goodwill that forms part of the carrying amount of an investment in an associate or an investment in a joint venture is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets.
Upon loss of significant influence over the associate or joint venture, the Group measures and
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recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss. (11) Property, plant and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment. When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
| Buildings | 20 years |
|---|---|
| Machinery and equipment | 2~15 years |
| Transportation equipment | 5~15 years |
| Office equipment | 3~8 years |
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.
The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.
(12) Leases
The Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of
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time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Group assesses whether, throughout the period of use, has both of the following:
-
A. the right to obtain substantially all of the economic benefits from use of the identified asset; and
-
B. the right to direct the use of the identified asset.
For a contract that is, or contains, a lease, the Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Group for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Group estimates the stand-alone price, maximising the use of observable information.
Group as a lessee
Except for leases that meet and elect short-term leases or leases of low-value assets, the Group recognizes right-of-use asset and lease liability for all leases which the Group is the lessee of those lease contracts.
At the commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
-
A.fixed payments (including in-substance fixed payments), less any lease incentives receivable;
-
B.variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
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-
C.amounts expected to be payable by the lessee under residual value guarantees;
-
D.the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
-
E.payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
After the commencement date, the Group measures the lease liability on an amortised cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.
At the commencement date, the Group measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:
-
A. the amount of the initial measurement of the lease liability;
-
B. any lease payments made at or before the commencement date, less any lease incentives received;
-
C. any initial direct costs incurred by the lessee; and
-
D. an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
For subsequent measurement of the right-of-use asset, the Group measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Group measures the right-of-use applying a cost model.
If the lease transfers ownership of the underlying asset to the Group by the end of the lease term or if the cost of the right-of-use asset reflects that the Group will exercise a purchase option, the Group depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-ofuse asset or the end of the lease term.
The Group applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
Except for those leases that the Group accounted for as short-term leases or leases of low-
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value assets, the Group presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statements of comprehensive income.
For short-term leases or leases of low-value assets, the Group elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.
For the rent concession arising as a direct consequence of the Covid-19 pandemic, the Group elected not to assess whether it is a lease modification but accounted it as a variable lease payment. The Group have applied the practical expedient to all rent concessions that meet the conditions for it.
Group as a lessor
At inception of a contract, the Group classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Group recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.
For a contract that contains lease components and non-lease components, the Group allocates the consideration in the contract applying IFRS 15.
The Group recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.
(13) Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of
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acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.
Computer software
The cost of computer software is amortized on a straight-line basis over the estimated useful life (1 to 5 years).
A summary of the policies applied to the Group’s intangible assets is as follows:
Computer software
Useful lives
Finite
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| Amortization method used | Amortized on a straight- line basis over the |
|---|---|
| estimated useful life | |
| Internally generated or acquired | Acquired |
(14)Impairment of non-financial assets
The Group assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cashgenerating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cashgenerating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.
An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.
(15)Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material,
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provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Provision for warranties
A provision is recognized for expected warranty claims based on contract terms and management’s judgement regarding estimate of future economic benefit outflow due to the warranty obligation.
(16) Revenue recognition
The Group’s revenue arising from contracts with customers are primarily related to sale of goods and rendering of services. The accounting policies are explained as follow:
Construction Revenue
The Group is engaged in the construction services of the offshore’s underwater basic product to generate wind power.The customer controls the property as it is constructed in progress and, thus, the Group recognizes revenue over time. The Group measures the progress on the basis of costs incurred relative to the total expected costs as there is a direct relationship between the costs incurred and the progress of satisfying the performance obligation. A contract asset is recognized during the construction and is reclassified to trade receivables at the point when invoiced to the customer. If the milestone payment exceeds the revenue recognized to date, then the Group recognizes a contract liability for the difference.
If the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that it will be probably recoverable.
The Group’s estimate of revenue, costs and progress towards complete satisfaction of a performance obligation is subject to a revision whenever there is a change in circumstances.
Any increase or decrease in revenue or costs due to an estimate revision is reflected in profit or loss during the period when the management become aware of the changes in circumstances.
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(17)Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
(18) Post-employment benefits
For the defined contribution plan, the Company and its domestic subsidiaries will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due.
(19) Income taxes
Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.
The income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.
Deferred tax
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
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Deferred tax liabilities are recognized for all taxable temporary differences, except:
-
A. Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
-
B. In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
-
A. Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
-
B. In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.
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Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
5. Significant accounting judgements, estimates and assumptions
The preparation of the Group’s consolidated financial statements require management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumption and estimate could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
(1) Construction contract
When the outcome of a construction contract can be estimated reliably, revenue and costs are recognized by reference to the stage of completion of the contract activity at the end of the reporting period. The stage of completion of contract activity is expressed as the percentage of contract costs incurred for work performed as of the balance sheet date relative to the total estimated contract costs, except where this percentage would not be representative of the stage of completion. Contract revenue should include the revenue arising from variations from the original contract incentive payments and claims in accordance with IFRS 15 only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Due to the total estimated cost and contract items are assessed and judged by the management for the nature, estimated amount, period, procedure of the different constructions, it may influence calculation of the percentage of completion and construction gains or loss. Please refer to Note 6 for more details.
6. Contents of significant accounts
- (1) Cash and cash equivalents
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English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| Cash on hand Checking and savings Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $250 611,845 |
$60 882,911 |
|
| $612,095 | $882,971 |
- (2) Financial assets measured at amortized cost
| Time deposits over 3 months Restricted deposits Total Current Non-current |
As of December 31, 2020 2019 $240,656 $- 488,549 65,450 $729,205 $65,450 $271,593 $15,649 $457,612 $49,801 |
|---|---|
| 2020 | |
| $240,656 488,549 |
|
| $729,205 | |
| $271,593 | |
| $457,612 |
The Group classified certain financial assets as financial assets measured at amortized cost. Please refer to Note 8 for more details on financial assets measured at amortized cost under pledge. Please refer to Note 12 for more details on credit risk.
- (3) Notes receivables
| Notes receivables arising from operating activities Less: loss allowance Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $- - |
$42 - |
|
| $- | $42 |
Notes receivables were not pledged.
The Group adopted IFRS 9 for impairment assessment. Please refer to Note 6 (15) for more details on loss allowance. Please refer to Note 12 for more details on credit risk.
- (4) Trade receivables
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| Trade receivables Less: loss allowance Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $417,936 - |
$- - |
|
| $417,936 | $- |
Trade receivables were not pledged.
Trade receivables are generally on 20-60 day terms after invoice issued. And the Group collects receivables from construction and rendering of services based on the completion status of contracts. The total carrying amount were NT$417,936 thousand and NT$0 as of December 31, 2020 and 2019, respectively. Please refer to Note 6 (15) for more details on loss allowance of trade receivables for the years ended December 31, 2020 and 2019, respectively. Please refer to Note 12 for more details on credit risk.
(5) Inventories
- A. The details of the net inventory are as follows:
| Raw materials Supplies Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 $1,322 2 $1,324 |
2019 | |
| $350 1 |
||
| $351 |
-
B. The cost of inventories recognized in expenses amounts to NT$1,489,326 thousand and NT$69,425 thousand for the years ended December 31, 2020 and 2019, respectively.
-
C. No inventories were pledged.
-
(6) Investments accounted for under the equity method
| As of December 31, | As of December 31, | |
|---|---|---|
| 2020 | 2019 |
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Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| Investees | Percentage of | Percentage of | ||
|---|---|---|---|---|
| Amount | ownership (%) | Amount | ownership (%) | |
| Investments in associates: | ||||
| Apex Wind Power Equipment Manufacturing Company Limited |
$- | -% | $82,443 | 13.21% |
| Tai-Shing Century Wind Power Co., Ltd. | - | -% | 43,209 | 30.00% |
| Century Heavy Industry International Co.,Ltd. |
15,552 | 25.00% | 14,957 | 25.00% |
| Total | $15,552 | $140,609 |
-
A. Investments in associates
-
a. In November 2020, the Group disposed of all of the equity of APEX Wind Power Equipment Manufacturing Company Limited at a price of NT$95,883 thousand, and recognized gain on disposal of NT$13,675 thousand.
-
b. The Group invested in Tai-Shing Century Wind Power Company Limited, amounting to NT$45,000 thousand for its 30% of ownership interest in 2019. The investment has been accounted for as an investment in associates under equity method because the Group had significant influence accordingly.
-
c. Tai-Shing Century Wind Power Co., Ltd., was dissolved on July 31, 2020 through the approval of the shareholders meeting.
-
d. The Group invested in Century Heavy Industry International Co., Ltd., amounting to NT$15,000 thousand for its 25% of ownership interest in 2019. The investment has been accounted for as an investment in associates under equity method because the Group had significant influence accordingly.
-
e. The Group’s investments in Apex Wind Power Equipment Manufacturing Company Limited, Tai-Shing Century Wind Power Company Limited, Century Heavy Industry International Co., Ltd. are not individually material. The aggregate carrying amounts of the Group’s interests in Apex Wind Power Equipment Manufacturing Company Limited, Tai-Shing Century Wind Power Co., Ltd., Century Heavy Industry International Co., Ltd. were NT$15,552 thousand and NT$140,609 thousand as of December 31, 2020 and 2019, respectively. The aggregate financial information based on the Group’s share of Apex Wind Power Equipment Manufacturing Co., Ltd., Tai-
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English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
Shing Century Wind Power Company Limited, Century Heavy Industry International Co., Ltd. is as follows:
Profit (loss) from continuing operations Other comprehensive income (post-tax) Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $(977) - |
$(6,381) - |
|
| $(977) | $(6,381) |
-
B. The associates had no contingent liabilities or capital commitments and were not pledged as collateral as of December 31, 2020 and 2019, respectively.
-
(7) Property, plant and equipment
| Buildings Cost: As of Jan. 1, 2020 $- Additions - Disposals - Other changes 1,380,873 As of Dec. 31, 2020 $1,380,873 Depreciation and impairment: As of Jan. 1, 2020 $- Depreciation 66,100 Disposals - Other changes - As of Dec. 31, 2020 $66,100 Buildings |
Buildings | Machinery and equipment |
Transportation equipment |
Office equipment |
Construction in progress and equipment awaiting inspection |
Total |
|---|---|---|---|---|---|---|
| $- - - 1,380,873 |
$8,288 8,511 - 301,665 |
$101 4,317 - 5,087 |
$2,536 2,891 (21) (150) |
$1,448,202 1,398,305 - (1,315,221) |
$1,459,127 1,414,024 (21) 372,254 |
|
| $1,380,873 | $318,464 | $9,505 |
$5,256 | $1,531,286 |
$3,245,384 | |
| $310 17,220 - - |
$34 467 - - |
$752 585 (19) (21) |
$- - - - |
$1,096 84,372 (19) (21) |
||
As of Jan. 1, 2020 Depreciation Disposals Other changes As of Dec. 31, 2020 |
||||||
| $66,100 | $17,530 | $501 |
$1,297 | $- |
$85,428 | |
| Buildings | Machinery and equipment |
Transportation equipment |
Office equipment |
Construction in progress and equipment awaiting |
Total |
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Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| Cost: As of Jan. 1, 2019 $- Additions - Disposals - Other changes - As of Dec. 31, 2019 $- Depreciation and impairment: As of Jan. 1, 2019 $- Depreciation - Disposals - Other changes - As of Dec. 31, 2019 $- Net carrying amount as of: Dec. 31, 2020 $1,314,773 Dec. 31, 2019 $- |
inspection | |||||
|---|---|---|---|---|---|---|
| $- - - - |
$46 8,242 - - |
$101 - - - |
$1,556 1,005 (25) - |
$199,325 1,248,877 - - |
$201,028 1,258,124 (25) - |
|
| $- | $8,288 | $101 |
$2,536 | $1,448,202 |
$1,459,127 | |
| $12 298 - - |
$14 20 - - |
$325 429 (2) - |
$- - - - |
$351 747 (2) - |
||
| $- | $310 | $34 |
$752 | $- |
$1,096 | |
| $300,934 | $9,004 |
$3,959 | $1,531,286 |
$3,159,956 | ||
Dec. 31, 2020 Dec. 31, 2019 |
||||||
| $- | $7,978 | $67 |
$1,784 | $1,448,202 |
$1,458,031 |
(A)The Property, plant and equipment were not pledged.
(B)Significant components of the property, plant and equipment are depreciated seperately over their useful lives.
- (8) Intangible assets
| Cost: As of Jan. 1, 2020 Additions Other changes As of Dec. 31, 2020 As of Jan. 1, 2019 Additions Other changes As of Dec. 31, 2019 |
Computer Software $- 2,486 150 $2,636 $- - - $- |
|---|---|
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English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| Amortization and impairment: As of Jan. 1, 2020 Amortization Write-off Other changes As of Dec. 31, 2020 As of Jan. 1, 2019 Amortization Write-off Other changes As of Dec. 31, 2019 Net carrying amount: As of Dec. 31, 2020 As of Dec. 31, 2019 |
$- 175 - 21 |
|---|---|
| $196 | |
| $- - - - |
|
| $- | |
| $2,440 | |
| $- |
Intangible asset’s recognition of amortization :
Manufacturing General and administrative Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $127 48 |
$- - |
|
| $175 | $- |
- (9) Other non-current assets
| Prepayments in equipment Refundable deposits Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $130,707 557 |
$237,505 1,004 |
|
| $131,264 | $238,509 |
- (10)Short-term loans
A. Details of short-term loans are as follows:
237
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued) (Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| Unsecured bank loans Secured bank loans Total |
Interest Rate(%) | As of December 31, 2020 2019 $50,000 $- 282,964 - $332,964 $- |
|---|---|---|
| 2020 | ||
| 2.10% 1.60%~2.10% |
$50,000 282,964 |
|
| $332,964 |
-
B. As of December 31, 2020 and 2019, the lines of unused short-term loans credit for the Group amounted to NT$511,183 thousand and NT$28,429 thousand, respectively.
-
C. Please refer to Note 8 for more details on assets pledged as security for short-term loans.
(11)Other payables
As of December 31,
| Accrued expense Payables on equipment Total |
2020 | 2019 $15,707 79,002 $94,709 |
|---|---|---|
| $71,981 298,071 |
||
| $370,052 |
- (12)Post-employment benefits
Defined contribution plan
The Company and its domestic subsidiaries adopt a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company and its domestic subsidiaries will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company and its domestic subsidiaries have made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.
Expenses under the defined contribution plan for the years ended December 31, 2020 and 2019 were NT$3,754 thousand and NT$2,705 thousand, respectively.
(13)Equity
A. Common stock
238
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued) (Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
As of December 31, 2020 and 2019, the Company’s authorized capital were NT$2,000,000 thousand and NT$1,000,000 thousand, respectively, and the Company’s paid-in capital were NT$1,000,000 thousand and NT$880,000 thousand, respectively, each share at par value of NT$10, divided into 100,000 thousand shares and 88,000 thousand shares, respectively. Each share has one voting right and a right to receive dividends.
Board of Directors has resolved the Company to increase capital by cash of NT$120,000 thousand on April 30, 2020, each share at par value of NT$10 (issued at a premium of NT$60 per share), and the effective date was set on June 2, 2020. Authorized capital was NT$2,000,000 thousand and paid-in capital after the capital increase was NT$1,000,000 thousand, divided into 100,000 thousand shares with a par value of $10.
B. Capital surplus
| Additional paid-in capital Share of changes in net assets of associates and joint ventures accounted for under the equity method Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $2,324,317 47 |
$1,895,000 47 |
|
| $2,324,364 | $1,895,047 |
According to the Company Act, the capital reserve shall not be used except for making good the deficit of the company. When a company incurs no loss, it may distribute the capital reserves related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.
Capital surplus to be used to offset deficits for NT$ 170,683 thousand have been approved by the Company’s shareholders’ meeting held on November 4, 2020.
C. Appropriation of earnings and dividend policies
- (a) Appropriation of earnings
239
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued) (Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
According to the Company’s Articles of Incorporation, current year’s earnings, if any, shall be distributed in the following order:
-
a. Payment of all taxes and dues;
-
b. Offset prior years’ operation losses;
-
c. Set aside 10% of the remaining amount as legal reserve. There is no requirement to further make such reserve when legal reserve reaches the capital amount.
-
d. Set aside or reverse special reserve in accordance with law and regulations; and
-
e. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.
The Company may resolve by a special majority vote at a Board meeting to distribute in cash the above-mentioned dividends and shall report the distribution in the most recent shareholders’ meeting.
(b) Dividend policy
The Company considers the appropriateness of stock dividend or cash dividend. Not less than 10% of the dividend will be in the form of cash. However, if no appropriation of earnings have been proposed by the Board of Directors and approved by the shareholders’ meeting, above policy will not be applicable.
(c) Legal reserve
According to the Company Act, legal reserve shall be set aside until such amount equal to total paid-in capital. Legal reserve can be used to offset deficits. If the Company does not incur any loss, the portion of legal reserve exceeding 25% of the paid-in capital may be distributed to shareholders by issuing new shares or by cash in proportion to the number of shares held by each shareholder.
Please refer to Note 6 (17) for details on employees’ compensation and remuneration to directors and supervisors.
- (d) The appropriations of earnings for 2020 and 2019 were proposed by the Board of Directors on February 22, 2021 and approved by the shareholders’ meetings held on June 20, 2020 , respectively. The details of the distributions are as follows:
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English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| Legal reserve Cash dividends Total |
Appropriation of earnings | Appropriation of earnings | Dividend per share (in NT$) |
|---|---|---|---|
| 2020 | 2019 | 2020 2019 $5 $- |
|
| $76,816 500,000 |
$- - |
||
| $576,816 | $- |
D. Changes in non-controlling interests
For the year ended December 31,
| Beginning balance Net gain (loss) attributable to NCIs Capital increased by cash Ending balance |
2020 | 2019 |
|---|---|---|
| $22,457 (815) - |
$2,479 (9,416) 29,394 |
|
| $21,642 | $22,457 |
(14)Operating revenue
Revenue from contracts with customer Construction revenue Services revenue Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $2,486,463 28,148 |
$94,582 - |
|
| $2,514,611 | $94,582 |
The accounting policies are explained of the Group’s revenue arising from contracts with customers as follow :
241
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
A. Disaggregation of revenue
| Construction revenue Service revenue Total The timing for revenue recognition Over time At a point of time Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| Single department |
Single department |
|
| $2,486,463 28,148 |
$94,582 - |
|
| $2,514,611 | $94,582 | |
| $2,486,463 28,148 |
$94,582 $- |
|
| $2,514,611 | $94,582 |
B. Contract balances
- (a) Contract assets
| Process of construction Current Non-current Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $566,910 | $49,197 | |
| $566,910 - |
$- 49,197 |
|
| $566,910 | $49,197 |
Contract asset accounts increased during 2020 as the Group had yet to obtain an unconditional right to receive the consideration at the balance sheet date. Please refer to Note 6(15) for more details on the impairment assessment.
(b) Contract liabilities
As of December 31,
242
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| Process of construction and project retention payable of construction Current Non-current Total |
2020 | 2019 |
|---|---|---|
| $433,651 | $6,986 | |
| $433,651 - |
$- 6,986 |
|
| $433,651 | $6,986 |
Contract liabilities have increased during 2020 as the Group’s vendors had yet to obtain an unconditional right to receive the consideration at the balance sheet date.
(15)Expected credit losses (gains)
Operating expenses - Expected credit losses (gains) Notes receivables Contract assets Trade receivables Total |
For theyear ended | December 31, |
|---|---|---|
| 2020 | 2019 | |
| $- - - |
$- - - |
|
| $- | $- |
Please refer to Note 12 for more details on credit risk.
The Group measures the loss allowance of its contract assets, and accounts receivables (including notes receivables and trade receivables) at an amount equal to lifetime expected credit losses. The assessment of the Group’s loss allowance as of December 31, 2020 and
243
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
2019 is as follows:
- (A)The Group measures the loss allowance of its contract assets with expected credit losses is as follows:
| Gross carrying amount Loss ratio Lifetime expected credit losses Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $566,910 -% |
$49,197 -% |
|
| - | - | |
| $566,910 | $49,197 |
- (B)The Group condsiders the grouping of trade receivables by counter-parties’ credit rating, by geographical region and by industry sector, and its loss allowance is measured by using a provision matrix. The assessment of the Group’s loss allowance is as follow:
December 31, 2020
| Gross carrying amount Loss ratio Lifetime expected credit losses Carrying amount of account receivables |
Not due (Note) |
Past due | Past due | Total |
||
|---|---|---|---|---|---|---|
| <=6 months | 6-12 months | 12-36 months | >=36 months | |||
| $183,009 -% |
$234,927 -% |
$- -% |
$- -% |
$- -% |
$417,936 - |
|
- |
- | - | - | - | ||
| $183,009 | $234,927 | $- | $- | $- | $417,936 |
December 31, 2019
| Gross carrying amount Loss ratio Lifetime expected credit losses Carrying amount of |
Not due (Note) |
Past due | Past due | Total |
||
|---|---|---|---|---|---|---|
| <=6 months | 6-12 months | 12-36 months | >=36 months | |||
$42 -% |
$- -% |
$- -% |
$- -% |
$- -% |
$42 - |
|
- |
- | - | - | - | ||
| $42 | $- | $- | $- | $- | $42 |
244
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
account receivables
Note: The Group’s notes receivables are not overdue.
The movement schedule of the impairment provision against contract assets, accounts receivables for the years ended December 31, 2020 and 2019 is as follows:
| As at January 1, 2020 Addition/(reversal) for the current period As at December 31, 2020 As at January 1, 2019 Addition/(reversal) for the current period As at December 31, 2019 |
Contract assets | Notes receivables | Trade receivables |
|---|---|---|---|
| $- - |
$- - |
$- - |
|
| $- | $- | $- | |
| Contract assets | Notes receivables | Trade receivables | |
| $- - |
$- - |
$- - |
|
| $- | $- | $- |
(16)Leases
- (A)Group as a lessee
The Group leases various properties, including real estate such as land and buildings, and other equipment. The lease terms range from 1 to 20 years. The Group is not allowed to privately lend, sublease, sell, use by others in other disguised form, or transfer the lease to another person without obtaining the consent from the lessors.
The Group’s leases effect on the financial position, financial performance and cash flows are as follow:
245
Notes to Consolidated Financial Statements (Continued)
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
(a) Amounts recognized in the balance sheet
I.Right-of-use assets
The carrying amount of right-of-use assets
| Land Buildings Other equipment Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $1,068,352 4,306 209,846 |
$675,081 40,995 1,809 |
|
| $1,282,504 | $717,885 |
For the years ended December 31, 2020 and 2019, right-of-use assets increased by NT$628,225 thousand and NT$454,992 thousand, respectively.
II.Lease liabilities
| Lease liabilities Lease liabilities-related parties Total Current Non-current Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $1,304,816 3,532 |
$685,736 41,463 |
|
| $1,308,348 | $727,199 | |
| $90,806 1,217,542 |
$34,575 692,624 |
|
| $1,308,348 | $727,199 |
Please refer to Note 6(18) for the interest on lease liability recognized for the years ended December 31, 2020 and 2019, and refer to Note 12(5) for the maturity analysis of lease liabilities as of December 31, 2020 and 2019.
(b)Amounts recognized in the statement of comprehensive income
Depreciation charge for right-of-use assets
246
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| Land Buildings Other Equipment Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $54,453 2,477 6,676 |
$17,375 3,103 966 |
|
| $63,606 | $21,444 |
(c) Income and costs relating to leasing activities
| The expenses relating to short-term leases The expenses relating to leases of low-value assets (not included the expense relating to short-term leases of low-value assets) The expenses relating to variable lease payments not included in the measurement of lease liabilities |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $3,085 146 813 |
$1,895 70 638 |
In 2020, the Group’s relevant rent reduction in line with the direct result of the new coronavirus pandemic was NT$2,415 thousand , which was recognized in other income to reflect changes in lease payments that have been applied to relevant practical expedients .
(d) Cash outflow relating to leasing activities
During the years ended December 31, 2020 and 2019, the Group’s total cash outflow for leases amounting to NT$64,371 thousand and NT$22,120 thousand.
(17)Summary statement of employee benefits, depreciation and amortization by function:
247
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| For theyear ended December | For theyear ended December | For theyear ended December | 31, | |||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Cost of sales |
Operating expenses |
Total | Cost of sales |
Operating expenses |
Total | |
| Employee benefits expenses | ||||||
| Salaries and wages | $66,058 | $28,606 | $94,664 | $- | $57,586 | $57,586 |
| Labor and health insurance | 4,129 | 3,546 | 7,675 | - | 5,394 | 5,394 |
| Pension expense | 2,028 | 1,726 | 3,754 | - | 2,705 | 2,705 |
| Others | 2,688 | 3,578 | 6,266 | - | 3,135 | 3,135 |
| Depreciation expense | 135,671 | 12,307 | 147,978 | 2,248 | 19,943 | 22,191 |
| Amortization expense | 127 | 48 | 175 | - | - | - |
According to the Company’s Articles of Incorporation, no lower than 0.5% of profit of the current year is to be distributed as employees’ compensation and no higher than 1.5% of profit of the current year is to be distributed as remuneration to directors and supervisors. Employee’s compensation may be distributed to qualified employees of subsidaries of the Company or affiliates of the Company, which were approved by the Board of Directors and in addition, there to a report of such distribution is submiited to the shareholders’ meeting. The profit distributable as employees’ compensation in the form of shares or cash. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.
Based on profit of the year ended December 31, 2020 , the Company estimated the amounts of the employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2020 to be at 0.5% and 0% of profit of the current year, respectively. As such, employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2020 amounted to NT$4,646 thousand and NT$0, respectively. The aforementioned employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2020 were recognized as salaries expense.
The Company’s Board of Directors has resolved the employees’ compensation all in cash, to be NT$11,149 thousand, in a meeting held on February 22, 2021. Differences between the estimated amount and the actual distribution of the employee’s compensation for the year ended December 31, 2020 will recognize in profit or loss next year.
For the year ended December 31, 2019, the Company incurred accumulated deficits and therefore did not accrue the employees’ compensation and remuneration to directors and
248
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
supervisors.
-
(18)Non-operating income and expenses
-
A. Interest income
For the year ended December 31,
| Interest income Other income Rental income Other income - others Total |
2020 | 2019 |
|---|---|---|
| $1,238 | $5,476 | |
| 2020 | 2019 | |
| $463 3,870 |
$156 1,847 |
|
| $4,333 | $2,003 |
-
B. Other income
-
C. Other gains and losses
Gain (loss) on disposal of property, plant and equipment Gain (loss) on disposal of investment Foreign exchange gain (loss), net Gain on lease modification Other losses Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $19 13,675 (8,220) 663 (4,891) |
$(23) - 1,102 119 - |
|
| $1,246 | $1,198 |
D. Finance costs
249
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
Interest on bank loans Interest on lease liabilities Finance expenses Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $1,473 13,914 1,810 |
$- 7,506 - |
|
| $17,197 | $7,506 |
(19)Income tax
- A. The major components of income tax expense (income) are as follows:
Income tax expense (income) recognized in profit or loss
Current income tax expense (income): Current income tax charge Deferred tax expense (income): Deferred tax expense (income) relating to origination and reversal of temporary differences Temporary differences, tax credits and tax losses of prior periods Total income tax expense (income) |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $159,728 (3,416) 1 |
$- - - |
|
| $156,313 | $- |
- B. A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
Accounting profit (loss) before tax from continuing operations Tax payable at the enacted tax rates Tax effect of income tax-exempted |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $923,659 | $(98,494) | |
| $184,732 (1,521) |
$(19,699) - |
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English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| Tax effect of expenses not deductible for tax purposes Tax effect of deferred tax assets/liabilities Others Adjustment in respect of deffered tax of prior periods Total income tax expense (income) recognized in profit or loss |
1,176 (28,486) 199 213 |
1,481 18,113 86 19 |
|---|---|---|
| $156,313 | $- |
- C. Deferred tax assets (liabilities) relate to the following:
For the year ended December 31, 2020
| Temporary difference Exchange gain (loss) Provision Deferred tax income/(expense) Net deferred tax assets/(liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Beginning balance as of Jan. 1,2020 |
Deferred tax income (expense) recognized in profit or loss |
Ending balance as of Dec. 31,2020 |
|---|---|---|---|
| $- - |
$3,266 149 |
$3,266 149 |
|
| $- | $3,415 | $3,415 | |
| $- | $3,415 | ||
| $- | $- |
For the year ended December 31, 2019: None.
D. The following table contains information of the unused tax losses of the Group:
- (a) Century Wind Power Co., Ltd.
251
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
Unused balance
| Unused | balance | ||
|---|---|---|---|
| Occurrence year |
As of Dec. 31, 2020 |
As of Dec. 31, 2019 |
Expiration Year |
| 2017 2018 2019 (estimated) Total |
$- - - |
$13,177 65,958 63,182 |
2027 2028 2029 |
| $- | $142,317 |
(b) Century Bladt Foundations Co., Ltd.
Unused balance
| Unused | balance | ||
|---|---|---|---|
| Occurrence year |
As of Dec. 31,2020 |
As of Dec. 31,2019 |
Expiration Year |
| 2019 (estimated) 2020 (estimated) Total |
$26,411 954 |
$26,411 - |
2029 2030 |
| $27,365 | $26,411 |
- E. Unrecognized deferred tax assets
As of December 31, 2020 and 2019, deferred tax assets that have not been recognized in respect of unused tax losses and deductible temporary differences amounted to NT$5,473 thousand and NT$33,958 thousand, respectively.
- F. The assessment of income tax return
As of December 31, 2020, the assessment of the income tax returns of the Company and
252
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued) (Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
its domestic subsidiaries are as follows:
| The Company Century Wind International Co., Ltd. Century Bladt Foundations Co., Ltd. |
The assessment of income tax returns |
|---|---|
| Assessed and approved up to 2018 Assessed and approved up to 2018 Note |
Note: As of December 31, 2020, tax filings of Century Bladt Foundations Co., Ltd. have not yet been assessed and approved by tax authority.
(20)Earnings per share
Basic earnings per share is calculated by dividing net profit for the year attributable to the common shareholders of the parent entity by the weighted average number of common shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting any influences) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
A. Basic earnings per share Profit attributable to ordinary equity holders of the Company (in thousand NT$ ) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Basic earnings per share (NT$) B. Diluted earnings per share Profit attributable to ordinary equity holders of |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $768,161 | $(89,078) | |
| 94,984 | 88,000 | |
| $8.09 | $(1.01) | |
| $768,161 | $(89,078) |
253
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| the Company (in thousand NT$) Profit attributable to ordinary equity holders of the Company after dilution (in thousand NT$) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Effect of dilution: Employees’ compensation - stock (in thousands) Weighted average number of ordinary shares outstanding after dilution (in thousands) Diluted earnings per share (NT$) |
||
|---|---|---|
| $768,161 | $(89,078) | |
| 94,984 28 |
88,000 - |
|
| 95,012 | 88,000 | |
| $8.08 | $(1.01) |
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of the financial statements.
- (21)Subsidiary that has material non-controlling interests
Financial information of subsidiaries that have material non-controlling interests are provided as follows:
Proportion of equity interest held by non-controlling interests:
| Name | Country of Incorporation and operation |
As of December 31, | As of December 31, |
|---|---|---|---|
| 2020 | 2019 | ||
| Century Wind International Co., Ltd. Century Bladt Foundations Co., Ltd. |
Taiwan Taiwan |
50.00% 33.34% |
50.00% 33.34% |
Accumulated balances of material non-controlling interest:
254
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| Century Wind International Co., Ltd. Century Bladt Foundations Co., Ltd. |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $1,768 | $2,265 |
|
| $19,874 | $20,192 |
Profit (loss) allocated to material non-controlling interest:
Century Wind International Co., Ltd. Century Bladt Foundations Co., Ltd. |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $(497) | $(214) | |
| $(318) | $(9,202) |
The summarized financial information of these subsidiaries are listed below. This information is based on amounts before inter-company eliminations.
Summarized information of profit or loss is as follows:
CenturyWind International Co.,Ltd. |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| Operating revenue Loss for the period from continuing operations Total comprehensive income for the period |
$- (994) (994) |
$- (428) (428) |
Summarized information of profit or loss is as follows:
CenturyBladt Foundations Co.,Ltd. |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| Operating revenue Loss for the period from continuing operations Total comprehensive income for the period |
$55,106 (954) (954) |
$- (27,549) (27,549) |
Summarized information of financial position is as follows:
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(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| CenturyWind International Co.,Ltd. | As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| Current assets Current liabilities |
$3,725 (190) |
$4,599 (69) |
Summarized information of financial position is as follows:
| CenturyBladt Foundations Co.,Ltd. | As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| Current assets Non-current assets Current liabilities Non-current liabilities |
$59,099 12,940 (11,750) (785) |
$56,099 11,712 (5,862) (1,492) |
Summarized information of cash flows is as follows:
CenturyWind International Co.,Ltd. |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| Operating activities Investing activities Financing activities Net increase/(decrease) in cash and cash equivalents |
$(834) - - |
$(448) - - |
$(834) |
$(448) |
Summarized information of cash flows is as follows:
CenturyBladt Foundations Co.,Ltd. |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| Operating activities Investing activities Financing activities Net increase/(decrease) in cash and cash equivalents |
$(11,713) (4,018) (1,609) |
$(23,377) (9,102) 87,458 |
$(17,340) |
$54,979 |
7. Related party transactions
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(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
- (1) Information of the related parties that had transactions with the Group during the financial reporting period is as follows:
Name and nature of relationship of the related parties
| Name of the relatedparties | Relationshipwith the Group |
|---|---|
| Century Iron and Steel Industrial Co., Ltd. Century Heavy Industry International Co., Ltd. Tai-Shing Engineering and Construction Co., Ltd. Century Huaxin Wind Energy Co., Ltd. Taiwan Ship & Offshore Technology Ltd. Bladt Industries A/S LAI, HUI-HUA Shixin Steel Co., Ltd. |
Parent company of the Group Associate Other related party Other related party Director of the Company (Note) Other related party A relative of the Company’s chairman Other related party |
Note : Taiwan Ship & Offshore Technology Ltd. was no longer the director of Century Wind Power Co., Ltd. since June 5, 2020.
-
(2) Significant transactions with related parties
-
A. Operating revenues
| Century Iron and Steel Industrial Co., Ltd. | For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 $28,128 |
2019 | |
| $- |
The service prices and collection terms to related parties were not significantly different from those of sales to third parties. For other related party transactions, price and terms were determined in accordance with mutual agreements.
- B. Purchases
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Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| Century Iron and Steel Industrial Co., Ltd. Bladt Industries A/S Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
$218 1,076,417 |
$14 - |
|
| $1,076,635 | $14 |
The products purchased by the Group from Bladt Industries A/S have different specifications from the general manufacturers, so the transaction prices cannot be reasonably compared. The transaction terms are negotiated and determined by both parties, while the payment terms for general manufacturers are between 60 to 90 days.
The purchase prices and payment terms with Century Iron and Steel Industrial Co., Ltd. were not significantly different from those of purchases from third parties.
- C. The Group engaged Century Iron and Steel Industrial Co., Ltd., Century Heavy Industry International Co., Ltd., Bladt Industries A/S and Tai-Shing Engineering and Construction Co., Ltd. to provide services and incurred costs. (recognized as operating costs)
| Century Iron and Steel Industrial Co., Ltd. Century Heavy Industry International Co., Ltd. Tai-Shing Engineering and Construction Co., Ltd. Bladt Industries A/S Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $10,676 28,327 24,544 - |
$4,886 - 3,017 43,246 |
|
| $63,547 | $51,149 |
- D. The Group signed a contract for the sale and purchase of steel materials and services with Century Iron and Steel Industrial Co., Ltd. and a service contract with Shixin Steel Co., Ltd. in order to bulid a new building in 2020 and 2019, respectively, and the price was calculated on a monthly progress. The main contents are as follows:
For the year ended December 31, 2020
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(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| Relatedparty | Contract item Lump Sum Contract Work Steel materials |
Contract amount $25,294 $190,987 |
Invoices issued in 2020 |
Cumulative invoices issued |
Uninvoiced balance |
|---|---|---|---|---|---|
| Shixin Steel Co., Ltd. Century Iron and Steel Industrial Co., Ltd. |
$23,655 | $23,655 | $1,639 | ||
| $69,044 | $69,044 | $121,943 | |||
For the year ended December 31, 2019
| Relatedparty | Contract item Steel materials |
Contract amount $787,634 |
Invoices issued in 2019 |
Cumulative invoices issued |
Uninvoiced balance |
|---|---|---|---|---|---|
| Century Iron and Steel Industrial Co., Ltd. |
$701,962 | $787,634 | $- | ||
E. Other receivables-related parties
| As of December 31, 2020 2019 Century Iron and Steel Industrial Co., Ltd. $4 $16 Bladt Industries A/S 251 - Century Heavy Industry International Co., Ltd. 1 - Century Huaxin Wind Energy Co., Ltd. 9 - Total $265 $16 . Notes payable-related parties As of December 31, 2020 2019 Century Iron and Steel Industrial Co., Ltd. $35,193 $47,083 Century Heavy Industry International Co., Ltd. 8,076 - Tai-Shing Engineering and Construction Co., Ltd. 1,366 - Shixin Steel Co., Ltd. 10,147 - Total $54,782 $47,083 |
As of December 31, 2020 2019 Century Iron and Steel Industrial Co., Ltd. $4 $16 Bladt Industries A/S 251 - Century Heavy Industry International Co., Ltd. 1 - Century Huaxin Wind Energy Co., Ltd. 9 - Total $265 $16 . Notes payable-related parties As of December 31, 2020 2019 Century Iron and Steel Industrial Co., Ltd. $35,193 $47,083 Century Heavy Industry International Co., Ltd. 8,076 - Tai-Shing Engineering and Construction Co., Ltd. 1,366 - Shixin Steel Co., Ltd. 10,147 - Total $54,782 $47,083 |
As of December 31, 2020 2019 Century Iron and Steel Industrial Co., Ltd. $4 $16 Bladt Industries A/S 251 - Century Heavy Industry International Co., Ltd. 1 - Century Huaxin Wind Energy Co., Ltd. 9 - Total $265 $16 . Notes payable-related parties As of December 31, 2020 2019 Century Iron and Steel Industrial Co., Ltd. $35,193 $47,083 Century Heavy Industry International Co., Ltd. 8,076 - Tai-Shing Engineering and Construction Co., Ltd. 1,366 - Shixin Steel Co., Ltd. 10,147 - Total $54,782 $47,083 |
As of December 31, 2020 2019 Century Iron and Steel Industrial Co., Ltd. $4 $16 Bladt Industries A/S 251 - Century Heavy Industry International Co., Ltd. 1 - Century Huaxin Wind Energy Co., Ltd. 9 - Total $265 $16 . Notes payable-related parties As of December 31, 2020 2019 Century Iron and Steel Industrial Co., Ltd. $35,193 $47,083 Century Heavy Industry International Co., Ltd. 8,076 - Tai-Shing Engineering and Construction Co., Ltd. 1,366 - Shixin Steel Co., Ltd. 10,147 - Total $54,782 $47,083 |
|---|---|---|---|
| 2020 $35,193 8,076 1,366 10,147 $54,782 |
2019 | ||
| $47,083 - - - |
|||
| $47,083 |
F. Notes payable-related parties
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G. Notes payable
| Tai-Shing Engineering and Construction Co., Ltd. |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $- | $1,316 | |
H. Other payables-related parties
| As of December | 31, | |
|---|---|---|
| 2020 | 2019 | |
| Century Iron and Steel Industrial Co., Ltd. | $76,691 | $39,391 |
| Shixin Steel Co., Ltd. | 1,184 | - |
| Total | $77,875 | $39,391 |
- I. Prepayment for equipment (recognized as other non-current assets)
| As of December | 31, | |
|---|---|---|
| 2020 | 2019 | |
| Century Iron and Steel Industrial Co., Ltd. | $- | $18,809 |
- J. Refundable deposits (recognized as other non-current assets)
| LAI, HUI-HUA | As of December 31, | As of December 31, |
|---|---|---|
| 2020 $50 |
2019 | |
| $40 |
- K. Contract liability
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Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| Century Iron and Steel Industrial Co., Ltd. Century Heavy Industry International Co., Ltd. Bladt Industries A/S Tai-Shing Engineering and Construction Co., Ltd. Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 $975 6,754 346,965 - $354,694 |
2019 | |
| $- - - 1,530 |
||
| $1,530 |
L. Lease-related parties
| Name of the relatedparties The leased subject For the year ended December 31, 2020 Century Iron and Steel Industrial Co., Ltd. Staff dormitory Century Iron and Steel Industrial Co., Ltd. Staff dormitory Century Iron and Steel Industrial Co., Ltd. Office tower LAI, HUI-HUA Staff dormitory Total For the year ended December 31, 2019 Century Iron and Steel Industrial Co., Ltd. Office tower Century Iron and Steel Industrial Co., Ltd. Staff dormitory Total |
The leased subject |
Period |
Rent terms | Total Rental Expenses |
|---|---|---|---|---|
| 7/1/2019~2/28/2020 3/1/2020~9/30/2022 10/1/2017~2/28/2020 3/1/2020~9/30/2022 1/1/2020~6/30/2020 11/1/2020~10/31/2021 7/1/2019~12/31/2019 10/1/2017~09/30/2022 |
$5/ Per person $3/ Per person (Note) $5/ Per person $3/ Per person (Note) $120/ Per month $50/ Per month $120/ Per month $5/ Per person |
$138 977 720 113 |
||
| $1,948 | ||||
$720 625 |
||||
| $1,345 |
Note: The rent expense has been revised to NT$3 thousand/ per person since March 2020.
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(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
Group as a lessee
(a) Right-of-use asset
| As of December | 31, | |
|---|---|---|
| 2020 | 2019 | |
| Century Iron and Steel Industrial Co., Ltd. | $3,495 | $39,594 |
| LAI, HUI-HUA | - | 1,401 |
| Total | $3,495 | $40,995 |
(b) Lease liability
| As of December | 31, | |
|---|---|---|
| 2020 | 2019 | |
| Century Iron and Steel Industrial Co., Ltd. | $3,532 | $40,056 |
| LAI, HUI-HUA | - | 1,407 |
| Total | $3,532 | $41,463 |
(c) Interest expense
| For theyear ended | December 31, | |
|---|---|---|
| 2020 | 2019 | |
| Century Iron and Steel Industrial Co., Ltd. | $532 | $1,288 |
| LAI, HUI-HUA | 14 | 12 |
| Total | $546 | $1,300 |
(d) Gain on lease modification
| For theyear ended | December 31, | |
|---|---|---|
| 2020 | 2019 | |
| Century Iron and Steel Industrial Co., Ltd. | $652 | $119 |
| LAI, HUI-HUA | 11 | - |
| Total | $663 | $119 |
M. Acquisition of property, plant and equipment
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Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| Name of Property Relatedparties For the year ended December 31, 2020 Machinery equipment(Recorded under construction in progress and equipment awating inspection) Century Iron and Steel Industrial Co., Ltd. Office equipment Century Iron and Steel Industrial Co., Ltd. |
Amount | Price reference |
|---|---|---|
| $55,993 | Commercial negotiation Commercial negotiation |
|
| $212 | ||
For the year ended December 31, 2019: None.
N. Disposal of property, plant and equipment :
| Name of Property Related parties For the year ended December 31, 2020 Office equipment Century Huaxin Wind Energy Co., Ltd. |
Related parties |
Carrying amount |
Prices $21 |
Gain on disposal of property, plant and equipment |
Price reference |
|---|---|---|---|---|---|
| $2 | $19 | Commercial negotiation |
|||
For the year ended December 31, 2019: None.
- O. Consulting fee (recognized as general and administrative expense)
| Taiwan Ship & Offshore Technology Ltd. | For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 $- |
2019 | |
| $3,641 |
- P. Other incomes
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Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| For theyear ended | December 31, | |
|---|---|---|
| 2020 | 2019 | |
| Century Iron and Steel Industrial Co., Ltd. | $562 | $950 |
| Century Huaxin Wind Energy Co., Ltd. | 3 | - |
| Total | $565 | $950 |
Q. Rental income
| Relatedparties Leased subject matter For the year ended December 31, 2020 Century Heavy Industry International Co., Ltd. Staff dormitory Century Heavy Industry International Co., Ltd. Staff dormitory |
Period | Price | Total rental income |
|---|---|---|---|
| 06/01/2020~ 08/31/2020 09/01/2020~ 08/31/2021 |
$5/per person $4/per person |
$45 | |
$39 |
|||
For the year ended December 31, 2019: None.
R. Interest income
| Century Iron and Steel Industrial Co., Ltd. Shixin Steel Co., Ltd. Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 $- 32 $32 |
2019 | |
| $351 - |
||
| $351 |
- S. Operating expense
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Century Wind Power Co., Ltd. And Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
| Century Iron and Steel Industrial Co., Ltd. Bladt Industries A/S Total anufacturing expense Century Iron and Steel Industrial Co., Ltd. |
Account | For theyear ended December 31, | For theyear ended December 31, | For theyear ended December 31, | ||
|---|---|---|---|---|---|---|
| 2020 $282 - $282 For theyear ended |
2019 | |||||
| Postal expenses, utilities expenses, office supplies, and miscellaneous expenses Training expenses Account |
$116 222 |
|||||
| $338 | ||||||
| December 31, 2019 $- |
||||||
| 2020 $8 |
||||||
| Miscellaneous expenses |
T. Manufacturing expense
- (3) Endorsement and guarantee
| Key management personnel | As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $332,964 | $- |
(4) Key management personnel’s compensation
| Short-term employee benefits | For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $7,954 | $5,733 |
8. Assets pledged as collateral
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The following assets of the Group are pledged as collaterals:
| Item | As of December 31, | As of December 31, | Secured liabilities Security deposit, reserve account, letters of credit and short-term secured loans |
|---|---|---|---|
| 2020 | 2019 | ||
| Financial assets measured at amortized cost |
$488,549 | $65,450 | |
9. Significant contigencies and unrecognized contractual commitments
-
(A)Amounts available under unused short-term loans and amounts available under unused letters of credit as of December 31, 2020 were NT$511,183 thousand and NT$21,293 thousand, respectively.
-
(B)The Group’s performance guarantee to be entrusted by financial institute as of December 31, 2020 was NT$3,201,903 thousand.
-
(C)As of December 31, 2020, the Group’s major property, plant and equipment contracts that have not been completed are as follows:
| Contract Major contract of Taipei port south terminal |
Contract amount $1,768,513 |
Payment $884,666 |
Unpaid amount |
|---|---|---|---|
| $883,847 |
The payment was recorded under construction in progress and equipment awaiting inspection accounts.
10. Losses due to major disasters
None.
11. Significant subsequent events
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None.
12. Others
- (1) Categories of financial instruments
Financial assets
| Financial assets measured at amortized cost: Cash and cash equivalents(excluding cash on hand) Financial assets measured at amortized cost Notes receivables Trade receivables Other receivables Other receivables-related parties Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $611,845 729,205 - 417,936 4,796 265 |
$882,911 65,450 42 - 6,766 16 |
|
| $1,764,047 | $955,185 |
Financial liabilities
| Financial liabilities measured at amortized cost: Short-term loans Payables Lease liabilities (including current portion with maturity less than 1 year) Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
$332,964 680,384 1,308,348 |
$- 297,400 727,199 |
|
| $2,321,696 | $1,024,599 |
- (2) Financial risk management objectives and policies
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The Group’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Group identifies measures and manages the aforementioned risks based on the Group’s policy and risk appetite.
The Group has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.
(3) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprise currency risk, interest rate risk and other price risk (such as equity instruments).
In practice, it is rarely the case that a single risk variable will change independently from other risk variable, there is usually interdependencies between risk variables. However the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.
Foreign currency risk
The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense are denominated in a different currency from the Group’s functional currency).
The Group has certain foreign currency receivables to be denominated in the same foreign currency with certain foreign currency payables, therefore natural hedge is received. Therefore, hedge accounting is not adopted.
The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Group’s profit is performed on significant monetary items denominated in foreign
268
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued) (Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
currencies as at the end of the reporting period. The Group’s foreign currency risk is mainly related to the volatility in the exchange rates of US dollars. The information of the sensitivity analysis is as follows:
When NT dollars strengthens/weakens against foreign currency US dollars by 1%, the profit for the year ended December 31, 2020 and 2019 is decreased/increased by NT$4,765 thousand and NT$112 thousand , respectively.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt instrument investments at variable interest rates, bank loans with fixed interest rates and variable interest rates.
The interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period, including investments and loans with variable interest rates. At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profit for the years ended December 31, 2020 and 2019 to increase/decrease by NT$279 thousand and NT$883 thousand, respectively.
(4) Credit risk management
Credit risk is the risk that a counterparty will not meet its obligations under a contract, leading to a financial loss. The Group is exposed to credit risk from operating activities (primarily for contract assets, trade receivables and notes receivables) and from its financing activities, including bank deposits and other financial instruments.
As of December 31, 2020 and 2019, amounts of contract assets and accounts receivables from top 10 customers represent 100% of the total trade receivables of the Group.
Credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to credit risk management. Credit limits are established for all counter parties based on their financial position, rating from credit rating agencies, historical experience, prevailing economic condition and the Group’s internal rating criteria etc. Certain counter parties’ credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment or insurance.
269
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued) (Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
Credit risk from balances with banks and other financial instruments is managed by the Group’s treasury in accordance with the Group’s policy. The Group only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating. Consequently, there is no significant credit risk for these counter parties.
The Group adopted IFRS 9 to assess the expected credit losses. Except for contract assets and trade receivables, the remaining debt instrument investments which are not measured at fair value through profit or loss.
Financial assets are written off when there is no realistic prospect of future recovery (the issuer or the debtor is in financial difficulties or bankruptcy).
(5) Liquidity risk management
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, bank loans and leases. The table below summarizes the maturity profile of the Group’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with variable interest rates is extrapolated based on the estimated interest rate yield curve as of the end of the reporting period.
Non-derivative financial instruments
| Less than 1year 1 to 2 years 2 to 3 years As of December 31, 2020 Short-term loans $335,556 $- $- Payables 680,384 - - Lease liabilities 108,063 101,617 99,473 As of December 31, 2019 Payables $297,400 $- $- Lease liabilities 40,732 40,091 39,304 (6) Reconciliation of liabilities arising from financing activities |
Less than 1year |
1 to 2 years |
2 to 3 years |
3 to 4 years |
More than 4years |
Total |
|---|---|---|---|---|---|---|
$- - 99,473 $- 38,941 |
$- - 1,040,296 $- 644,785 |
$335,556 680,384 1,448,922 $297,400 803,853 |
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Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
Reconciliation of liabilities for the year ended December 31, 2020:
| As of January 1, 2020 Cash flows Non-cash changes As of December 31, 2020 |
Short-term loans | Guarantee deposits | Lease liabilities $727,199 (46,413) 627,562 $1,308,348 |
Total liabilities from financing activities |
|---|---|---|---|---|
| $- 332,964 - |
$85 - - |
$727,284 286,551 627,562 |
||
$332,964 |
$85 | $1,641,397 |
Reconciliation of liabilities for the year ended December 31, 2019:
| As of January 1, 2019 Cash flows Non-cash changes As of December 31, 2019 |
Short-term loans | Guarantee deposits $26 59 - $85 |
Lease liabilities |
Total liabilities from financing activities |
|---|---|---|---|---|
| $- - - |
$284,337 (12,011) 454,873 |
$284,363 (11,952) 454,873 |
||
$- |
$727,199 | $727,284 |
Non-cash changes are the lease liabilities and the amount of amortized interest from new leases.
-
(7) Fair values of financial instruments
-
A. The methods and assumptions applied in determining the fair value of financial instruments:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Group to measure or disclose the fair values of financial assets and financial liabilities:
The carrying amount of cash and cash equivalents, accounts receivables, accounts payable and other current liabilities approximate their fair value due to their short maturities.
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- B. Fair value of financial instruments measured at amortized cost
The carrying amount of the Group's financial assets and liabilities measured at amortized cost approximates their fair value.
- C. Fair value measurement hierarchy for financial instruments
Please refer to Note 12(8) for fair value measurement hierarchy for financial instruments of the Group.
-
(8) Fair value measurement hierarchy
-
A. Fair value measurement hierarchy
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:
-
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date.
-
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
-
Level 3 – Unobservable inputs for the asset or liability.
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.
- B. Fair value measurement hierarchy of the Group’s assets and liabilities
The Group has neither assets that are measured at fair value on a non-recurring basis nor assets and liablities that are measured at fair value on a recurring basis.
- (9) Significant assets and liabilities denominated in foreign currencies
272
Notes to Consolidated Financial Statements (Continued)
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:
| Financial assets Monetary items: USD Financial liabilities Monetary items: USD Financial assets Monetary items: USD Financial liabilities Monetary items: USD |
As of December 31,2020 | As of December 31,2020 | As of December 31,2020 |
|---|---|---|---|
| Foreign currencies Foreign exchange rate NTD $28,914 28.48 $823,460 $12,183 28.48 $346,965 As of December 31,2019 |
NTD | ||
| $823,460 | |||
| $346,965 | |||
| Foreign currencies $365 $- |
Foreign exchange rate 30.77 - |
NTD | |
| $11,225 | |||
| $- |
The above information is disclosed based on the carrying amount of foreign currency (after conversion to functional currency).
The foreign exchange gains or losses of the Group amounted to NT$(8,220) thousand and NT$1,102 thousand for the years ended December 31, 2020 and 2019, respectively.
- (10)Capital management
273
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued) (Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust dividend payment to shareholders, return capital to shareholders or issue new shares.
13. Other disclosure
-
(1) Information on significant transactions
-
A. Financing provided to others: None.
-
B. Endorsement/Guarantee provided to others: None.
-
C. Marketable securities held as of December 31, 2020 (excluding investments in subsidiaries, associates and joint ventures): None.
-
D. Individual securities acquired or disposed of with accumulated amount of at least NT$ 300 million or 20 percent of the paid-in capital for the year ended December 31, 2020: None.
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E. Acquisition of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2020: Please refer to attachment 1.
-
F. Disposal of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2020:None.
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G. Related party transactions with purchase or sales amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2020: Please refer to attachment 2.
-
H. Receivables from related parties of at least NT$100 million or 20 percent of the paid-in capital as of December 31, 2020: None.
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I. Derivative instrument transactions: None.
-
J. Intercompany relationships and significant intercompany transactions for the year ended December 31, 2020: Please refer to attachment 4.
274
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
(2) Information on investees
- A. Investees over whom the Company exercises significant influence or control (excluding investees in Mainland China): Please refer to attachment 3.
- B. Investees over which the Company exercises control shall be disclosed of information under Note 13(1):
- (a)Financing provided to others: None.
- (b)Endorsement/Guarantee provided to others: None.
- (c)Marketable securities held as of December 31, 2020 (excluding investments in subsidiaries, associates and joint ventures): None.
- (d)Individual securities acquired or disposed of with accumulated amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2020: None.
- (e)Acquisition of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2020: None.
- (f) Disposal of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2020: None.
- (g)Related party transactions with purchase or sales amount of at least NT$100 million or 20 percent of the paid-in capital for the year ended December 31, 2020: None.
- (h)Receivables from related parties of at least NT$100 million or 20 percent of the paid-in capital as of December 31, 2020: None.
- (i) Derivative instrument transactions: None.
-
(3) Information on investments in Mainland China: None.
-
Segment information
275
English Translation of Consolidated Financial Statements Originally Issued in Chinese Century Wind Power Co., Ltd. And Subsidiaries Notes to Consolidated Financial Statements (Continued)
(Amounts Expressed in Thousand of New Taiwan Dollars unless Otherwise Specified)
-
(1) The economic characteristics of companies in the Group were similar. The chief operating decision maker reviewed the overall operating results to make decision about resources to be allocated to and evaluated the overall performance. Therefore, the Group was aggregated into a single segment and adopted the same accounting policies as the ones in Note 4.
-
(2) Geographical information
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A. Revenues from external customers
| Taiwan | For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $2,514,611 | $94,582 |
- B. Non-current assets (excluding refundable deposits and deferred income tax assets)
| Taiwan | As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $5,048,771 | $2,653,028 |
- (3) Information about major customers: revenue from individual customers represent over 10% of the Group’s operating revenues is as below:
| Customer A Customer B Total |
For theyear ended December 31, | For theyear ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $1,723,906 447,308 |
$52,461 37,559 |
|
| $2,171,214 | $90,020 |
276
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd. and Subsidiaries
Acquisition of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital
For the year ended December 31, 2020
| Attachment 1 (In Thousand of NewTaiwan Dollars) |
Attachment 1 (In Thousand of NewTaiwan Dollars) |
Attachment 1 (In Thousand of NewTaiwan Dollars) |
Attachment 1 (In Thousand of NewTaiwan Dollars) |
Attachment 1 (In Thousand of NewTaiwan Dollars) |
Attachment 1 (In Thousand of NewTaiwan Dollars) |
Attachment 1 (In Thousand of NewTaiwan Dollars) |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Acquisition company | Name ofproperty | Transaction date |
Transaction amount |
Payment status | Counter-party | Relationship | Prior transaction of related counter-party | Price reference | Purpose and use of acquisition | Other Terms | |||
| Owner | Relationship with the Company |
Transfer date |
Amount | ||||||||||
| Century Wind Power Co., Ltd. |
Buildings | 2020.05.01 | $1,380,873 | By contract | Century Iron And Steel Industrial Co., Ltd. and Guoye Construction Co., Ltd., etc. |
Note 1 | Note 2 | Note 2 | Note 2 | Note 2 | Commercial negotiation |
Requirement for operative growth | None |
Note 1 : Century Iron And Steel Industrial Co., Ltd. is the Company's parent company.
Note 2 : Century Iron And Steel Industrial Co., Ltd. purchased steel products from general manufacturers at the prevailing market price in stages and sold them to the Company to build factories.
It was not for the transfer of real estate to the Company.
277
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd. and Subsidiaries
Related party transactions with purchases or sales amount at least of NT$100 million dollars or 20 percent of the paid-in capital
For the year ended December 31, 2020
| Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
Attachment 2 (In Thousand of New Taiwan Dollars) |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|
| CompanyName | Relatedparty | Relationship | Transactions | Details of non-arm's length transaction | Notes and accounts receivables(payable) |
Note | |||||
| Purchases (sales) |
Amount | Percentage of total purchases (sales)(%) |
Payment/ collection term |
Unitprice | Payment/ collection term | Balance | Percentage of total receivables (payable) (%) |
||||
| Century Wind Power Co., Ltd. |
Bladt Industries A/S | Other related party | Purchases | $1,076,417 | 96.62% | By contract | The purchase is different from the general manufacturer's specification and can't be compared |
60~90 days | Contract liabilities $346,965 |
- |
278
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd. and Subsidiaries
Investees over Whom the Company Exercise Significant Influence or Control (Excluding Investees in Mainland China) For the year ended December 31, 2020
| (In Thousand of New Taiwan Dollars) Attachment 3 |
(In Thousand of New Taiwan Dollars) Attachment 3 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investee | Area | Main operative item | Original investment amount | Balance as of December | 31,2020 | Net income (loss) of the investee |
Share of income (loss) of the investee |
||||
| As of December 31,2020 |
As of December 31,2019 |
Shares(thousand) | % | Carryingvalue | ||||||||
| Century Wind Power Co., Ltd. Century Wind Power Co., Ltd. Century Wind Power Co., Ltd. Century Wind Power Co., Ltd. Century Wind Power Co., Ltd. |
Century Wind International Co., Ltd. APEX Wind Power Equipment Manufacturing Company Limited Tai-shing Century Wind Power Co., Ltd. Century Bladt Foundations Co., Ltd. Century Heavy Iudustry International Co., Ltd. |
Taiwan Taiwan Taiwan Taiwan Taiwan |
International trading Manufacturing of metal structure Manufacturing of power generation and distribution machinery and equipment Manfacturing of power generation distribution machinery and equipment Lifting engineering industry |
$2,500 $- $- $58,613 $15,000 |
$2,500 $87,166 $45,000 $58,613 $15,000 |
250 - - 5,861 1,500 |
50.00% -% -% 66.66% 25.00% |
$1,768 (Note 1) $- (Note 3) $- (Note 2) $39,629 (Note 1) $15,552 |
$(994) $(3,961) $(3,497) $(954) $2,380 |
$(497) (Note 1) $(523) $(1,049) $(636) (Note 1) $595 |
Note1: Transactions are eliminated when preparing the consolidated financial statements.
Note2: Tai-Shing Century Wind Power Co., Ltd. was approved by the shareholders' meeting on July 31, 2020 to conduct a liquidation.
Note3: The Group disposed all of the equity of Apex Wind Power Equipment Manufacturing Company Limited in November 2020 for NT$95,883 thousand, and recognized gain on disposal of the investment NT$13,675 thousand.
279
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd. and Subsidiaries
Intercompany relationships and significant intercompany transactions
For the year ended December 31, 2020
Attachment 4
(In Thousand of New Taiwan Dollars)
| (In Thousand of NewTaiwan Dollars) | (In Thousand of NewTaiwan Dollars) | (In Thousand of NewTaiwan Dollars) | (In Thousand of NewTaiwan Dollars) | ||||
|---|---|---|---|---|---|---|---|
| No. (Note 1) |
CompanyName | Counter-Party | Nature of Relationship (Note 2) |
IntercompanyTransaction | |||
| Account | Amount | Terms | Percentage to Consolidated Net Revenue or Total Assets(Note 3) |
||||
| 0 0 0 1 1 1 |
Century Wind Power Co., Ltd. Century Wind Power Co., Ltd. Century Wind Power Co., Ltd. Century Bladt Foundations Co., Ltd. Century Bladt Foundations Co., Ltd. CenturyBladt FoundationsCo.,Ltd. |
Century Bladt Foundations Co., Ltd. Century Bladt Foundations Co., Ltd. Century Bladt Foundations Co., Ltd. Century Wind Power Co., Ltd. Century Wind Power Co., Ltd. CenturyWind PowerCo.,Ltd. |
1 1 1 2 2 2 |
Other incomes Sales of assets Other receivables Service revenue Sales of assets Trade receivables |
$24 475 10 35,126 171 20,675 |
- - - By contract - Bycontract |
-% 0.02% -% 1.40% -% 0.29% |
Note 1: Century Wind Power Co., Ltd. and subsidiaries are coded as follows:
-
Century Wind Power Co., Ltd. is coded "0".
-
The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
Note 2: Transactions are categorized as follows :
-
Investor to investee.
-
Investee to investor.
-
Investee to investee.
Note 3: The percentage base with respect to the total consolidated revenue-weighted average (about income statement accounts) or total assets (about balance sheet accounts).
280
Century Wind Power Co., Ltd.
Chairman: Lai, Wen-Hsiang