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DE LICACY — Annual Report 2020
Jul 30, 2021
51822_rns_2021-07-30_719b7b2c-a810-42e8-9858-d0f514048cb7.pdf
Annual Report
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Stock Code: 1464
DE LICACY INDUSTRIAL CO., LTD. DE LICACY INDUSTRIAL CO., LTD.
2020 Annual Report
Apr. 30, 2021
Website for inquiry of annual report: http://mops.twse.com.tw http://www.delicacy.com.tw/zh-tw/Investor/Shareholders/Stockholders’ Meeting
1. Spokesman, Acting Spokesman
Name of the Spokesman: CHU, YING-CHU Title: Manager of Management Division Tel.: (06) 5992866 #307
Email: [email protected]
Name of the Acting Spokesman: YU, I-NENG
Title: Executive Deputy General Manager of Management Division Tel.: (06) 5992866 #201
Email: [email protected]
2. Company Address:
| Company Address: | ||
|---|---|---|
| Name | Address | Tel. |
| Headquarter | No. 240, Sanshe Village, Xinshi Dist., Tainan City |
(06)5992866-9 |
| Factory | No. 240, Sanshe Village, Xinshi Dist., Tainan City |
(06)5992866-9 |
| Taipei Office | 10F, No. 188, Section 5, Nanjing East Road, Taipei City |
(02)27639088 (representative) |
| Shanghai Representative Office |
Lansheng Building, 29th Floor, 2-8 Huaihai Middle Road,Luwan District,Shanghai |
86-21-63191199 #602 |
3. The Stock Transfer Agency
Name : Stock Agency Department, MasterLink Securities Corporation Address : B1, No. 35, Lane 11, Guangfu North Road, Songshan District, Taipei
City
Tel : 02)2768-6668
Website : http://www.masterlink.com.tw
4. Accountant Certified the Recent Annual Financial Statement
Name : Deloitte & Touche
Name of Accountant : YANG, CHAO-CHIN, LI, CHI-CHEN
Address : 13F, No. 189, Section 1, Yongfu Road, Tainan City (70051) Tel : (06)2139988
Website : http://www.deloitte.com.tw
- Name of the exchange of trading listed overseas securities and methods to inquire about the listed overseas securities: None.
6. Company’s Website
http://www.delicacy.com.tw
Table of Contents
I. Letter to Shareholders …………………………………………………………...1 1. Business Report of the Previous Year (2020) ……………..…………………3 2. Overview of Business Plan of the Current Year (2021) ………..……………4 II. Company Profile ………………………………………………………………. 5 1. Date of Incorporation …………………………………….………………… 5 2. Company History ………………………………………………………..… 5 III. Corporate Governance Report …………………………..…………………… 8 1. Organization Structure ……………………………..……………………… 8 2. Directors, Supervisors, General Manager, Deputy General Manager, Associates, Departments and Branches Officer Information …..…….……10 3. Implementation of Corporate Governance ………………………………. 19 4. Information on CPA Professional Fees ………………………………..… 49 5. Information on Replacement of Certified Public Accountants ……..…… 50 6. If the chairman, general manager, or manager in charge of financial or accounting matters of the Company has worked in the firm of the certified public accountant or its affiliates within the last year, the name, title, and period of employment in the firm of the certified public accountant or its affiliates should be disclosed ……………………………………………. 50 7. 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 Year or During the Current Year up to the Date of Publication of the Annual Report ……..…50 8. Information on the Relationship between any of the top Ten Shareholders (Related Party, Spouse, or Kinship within the Second Degree) ……….. 51 9. The number of shares held by the Company, its directors, supervisors, managers and businesses directly or indirectly controlled by the Company in the same re-invested business and the consolidated percentage of shareholding are calculated ….………………………………………….…53 IV. Capital Overview…...…………………………………………………..…….54 1. Capital and Shares …………………………………………………….… 54 2. Corporate Bond..……………….…………………………………………..60 3. Preferred Shares:……………………………………………………..…….60 4. Issuance of Overseas Depositary Receipt s………….………….………… 60 5. Employ Stock Warrants:……………………………………...……………60 6. New Restricted Employee Shares …………………………..…………… 60 7. Mergers and acquisitions (including mergers, acquisitions and demergers) …………………………………………..………………….… 60 8. Implementation of capital utilization plan………………...……………… 60
V. Operations Profile……………………………….……………………… 61 1. Business Scope ……………………………………………………… 61 2. Market and Sales Overview ………………………………………… 66 3. Employee Information……………….……………………………… 77 4. Information on Environmental Expenditure Information…………… 77 5. Labor Relations……………………………………………………… 79 6. Important Contracts…………………………………………..……… 81 VI. Financial Information…………………………………………………...… 83 1. Condensed balance sheet, comprehensive income statement, name of The accountants and their audit opinion for the last five years ….…… 83 2. Financial analysis for the past five years …………………….………… 87 3. Supervisors’ /Audit Committee’s Report for the Most Recent Year…… 90 4. The most recent annual audited individual financial statements ……..… 91 5. The most recent annual audited consolidated financial statements …… 177 6. The impact on the financial position of the Company and its affiliates in the event of financial difficulties in the most recent year and as of the printing date of the annual report …….…………………………… 269 VII.Review of Financial Conditions, Financial Performance, and Risk Management ………………………………………..……………...……… 270 1. Financial Status………………………….……………………………… 270 2. Financial Performance ……………………………………..…………… 272 3. Cash Flow ………………………..……………………………...……… 274 4. The impact of major capital expenditure in the last year on the financial business………………………………………………………………….. 275 5. Re-investment policy, major reason for profit/loss of the last year, improvement plan and the investment plan for the coming year ……..… 275 6. Risk items, and the related analysis and evaluation of the recent years and as of the printing date of the annual report ……………………….…….. 276 7. Other important matters…………………………..…..……….………… 279 VIII. Special Disclosure ……………………..………………………………… 286 1.Summary of Affiliated Companies……..….…………………………… 286 2.Private Placement Securities during the most recent fiscal year as well as the current fiscal year up to the date of publication of the annual report………………………………………………………………….…..294 3.Holding or Disposal of the Company’s Shares by Affiliated Companies during the most recent fiscal year as well as the current fiscal year up to the date of publication of the annual report ……………….…………… 294 4.Other Necessary Supplementary Notes ………………………………… 281 IX. In the event of any matter which has had a significant impact on shareholders rights or the price for the securities referred to Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act during the most recent fiscal year as well as the current fiscal year up to the date of publication of the annual report……………...…………295
I. Letter to Shareholders
Ladies and gentlemen of the shareholders : Good day to you all!
Thank you to all shareholders for taking the time to attend the shareholders' meeting. We sincerely welcome and thank you for your interest and support.
Inthe year 2020,the Company reported a net loss of NT$207 million and EPS of -0.54 due to the impact of the COVID-19 epidemic on the European and U.S. end markets and the depreciation of the U.S. dollar.
-
Production and Sales Overview:
-
(1) Production: 12,771 thousand yards of staple fabrics were produced in 2020, a negative growth of 34.96% compared to 19,636 thousand yards in 2019; 121,748 thousand yards of long fiber fabrics were produced in 2020, a negative growth of 20.60% compared to 153,342 thousand yards in 2019.
-
(2) Sales: In 2020, sales of staple fabrics were 12,439 thousand yards, a negative growth of 33.29% compared to 2019, which was 18,647 thousand yards; sales of long fibers were 112,305 thousand yards, a negative growth of 25.67% compared to 2019, which was 151,098 thousand yards.
-
2.Operating situation:
Consolidated net operating revenues of NT$8,594,659 thousand for fiscal 2020 compared to NT$10,919,724 thousand for fiscal 2019, a negative growth of 21.29%. The consolidated net loss of NT$206,633 thousand for 2020 grew 133.63% negative than the consolidated net income of NT$614,463 thousand for 2019.
Looking forward to the operations in 2021, most of our customers have restarted their shipment momentum and our operations are gradually rejuvenating. In the year 2021, we will focus on the development of environmentally friendly, functional and fashionable products that meet the needs of the environment. We are actively working with upstream material manufacturers to develop new recycled materials and additives, and integrate our innovative technologies in false-twin, weaving, dyeing and finishing, and post-processing lamination and coating equipment to improve product quality and added value.We are working hard to transform our production technology. Future Company Development Strategy
-
(1)Strengthen the interaction with brand customers and cooperate directly with final buyer to improve the sales volume andWe will actively grasp the main and potential customer groups (such as GOLF products, UN IFORM products, Casual products).
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(2)Promote core products and strengthen theaccess to garment factories. Long fiber products: elastic shirt fabric, soluble yarn, brushed fabric. Short-fiber products: elastic shirt fabric, flannel fabric, interwoven and postdyed fabric.
-
(3)We are deeply involved in functional furniture fabric, apparel fabric, SPORT fabric and OUTDOOR fabric. The furniture fabric was emphasized in Mainland China, Northern Europe and Italy, with BVB yarn and wool yarn as the main sales; while the clothing market was emphasized in the top brands in North America and Europe, with sports, casual and fashion.
-
(4)Enhance R&D and innovation capabilities, strengthen product planning, improve quality, and accelerate the development of differentiated products (especially in response to the tariff exemptions in ASEAN-7 countries).
1
Moreover, by participating in a large number of exhibitions and other activities, we are able to cultivate quick and flexible market responsiveness among our sales staff and R&D personnel.
-
(5)Dedicated to the research and development of leisure products and expanding the market of sports and leisure field, we develop the latest materials , such as: high elasticity and high resilience elastic processing yarn, Tencel cotton feel processing yarn, embossed appearance fabric material, wool feel processing yarn, etc.
-
(6)Vietnam Deli Factory mainly: ①In response to the tariff exemption in the Japanese market, the main suppliersUNIQLO The main products are casual and home wear, supplemented by designer co-branded products of +J series.② Strengthen cooperation with Vietnamese garment manufacturers and trading companies. We supply Vietnamese garment factories with short delivery time and fast service as our biggest advantage. ③ Japanese company technical cooperation, the Japanese company send staff to the field of technology & quality control, to raise the level of the Vietnamese and Japanese customers in line with the requirements.
Influences from the external competitive environment, regulatory environment and general business environment
The Company's business is conducted in compliance with the relevant laws and regulations of domestic and overseas transfer countries, and the management team will continue to pay close attention to any changes in policies and laws that may affect the Company's financial and business operations. We will continue to promote our products and quality systems to meet the requirements of international regulations and obtain certifications to enhance the positive effects on our operations.
As we welcome the new year, we are confident that we will be able to emerge in the face of various difficult circumstances. We ask for the continued support and guidance of our shareholders and directors, and our management team will strive to move towards stable growth and create better performance.
Lastly, we wish all shareholders
good health and all the best
Chairman YEH,CHIA-MING
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一、 Business Report of the Previous Year (2020)
(1) Business Plan Implementation Results:
Unit:; NT$1,000
| Unit:; NT$1,000 | ||||
|---|---|---|---|---|
| Year Items |
2020 | 2019 | Increase (decrease) |
Changes ratio % |
| Net sales revenue | 8,407,460 | 10,533,526 | (2,126,066) |
(20.18) |
| Other operatingrevenue | 187,199 | 386,198 | (198,999) | (51.53) |
| Total operatingrevenue | 8,594,659 | 10,919,724 | (2,325,065) | (21.29) |
| Operatingcosts | 7,350,952 | 8,865,307 | (1,514,355) | (17.08) |
| Grossprofit | 1,243,707 | 2,054,417 | (810,710) | (39.46) |
| Unrealized sales income | (26) | - | (26) | (100.00) |
| Realized operatingmargin | 1,243,681 | 2,054,417 | (810,736) | (39.46) |
| Sales and marketing | 471,947 | 576,654 | (147,707) | (18.16) |
| General and administrative | 490,694 | 475,357 | 15,337 | 3.23 |
| Research and development | 208,459 | 231,949 | (23,490) | (10.13) |
| The expected credit loss impairment |
60,043 | 24,314 | 35,729 | 146.95 |
| Total operatingexpenses | 1,231,143 | 1,308,274 | (77,131) | (5.90) |
| Other income and expenses | (9,383) | 55,618 | (65,001) | (116.87) |
| Operatingnetprofit | 3,155 | 801,761 | (798,606) | (99.61) |
| Total non-operating income and expenses |
(294,957) | (134,874) | (160,083) | (118.69) |
| Net income (loss) before income tax |
(291,802) | 666,887 | (958,689) | (143.76) |
| Total income tax expense (income) |
(85,169) | 52,424 | (137,593) | (262.46) |
| Current net income (loss) | (206,633) | 614,463 | (821,096) | (133.63) |
| Other comprehensive income (Income after tax) |
(17,771) | (113,896) | 96,125 | 84.40 |
| Current total comprehensive income |
(224,404) | 500,567 | (724,971) | (144.83) |
Production and sales:
(1) Production: 12,771 thousand yards of staple fabrics were produced in 2020, a negative growth of 34.96% compared to 19,636 thousand yards in 2019; 121,748 thousand yards of long fiber fabrics were produced in 2020, a negative growth of 20.60% compared to 153,342 thousand yards in 2019.
(2) Sales: In 2020, sales of staple fabrics were 12,439 thousand yards, a negative growth of 33.29% compared to 2019, which was 18,647 thousand yards; sales of long fibers were 112,305 thousand yards, a negative growth of 25.67% compared to 2019, which was 151,098 thousand yards.
(2)Status of implementation of budgets: not applicable.
(3)Financial Revenue and Expenditure and Analysis of Profitability:
Unit: %
| Unit: % | |||
|---|---|---|---|
| Item | 2020 | 2019 | |
| Financial structure | Debt to asset ratio(%) | 69.44 | 66.63 |
| Long-term capital to fixed assets ratio(%) | 145.82 | 153.51 | |
| Solvency | Current ratio | 111.66 | 120.12 |
| Quick ratio | 68.52 | 72.24 | |
| Interest coverage ratio | (0.64) | 4.24 | |
| Profitability | Return on assets(%) | (0.33) | 4.43 |
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| Shareholders Return on equity (%) | Shareholders Return on equity (%) | (3.53) | 10.70 | |
|---|---|---|---|---|
| Percentage of paid-in capital (%) | Operating profit | 0.08 | 20.85 | |
| Netprofit before tax | (7.59) | 17.34 | ||
| Netprofit ratio(%) | (2.40) | 5.63 | ||
| Earningsper share(NT$) | (0.54) | 1.61 |
(4) Research and Development Status: See Page 61~66.
二 . Overview of Business Plan of the Current Year (2021)
In the year 2021, we will focus on the development of environmentally friendly, functional and fashionable products that meet the needs of the environment. We are actively working with upstream material manufacturers to develop new recycled materials and additives, and integrate our innovative technologies in false-twin, weaving, dyeing and finishing, and post-processing lamination and coating equipment to improve product quality and added value. We are making efforts to transform our production technology, and in the area of short-fiber fabrics, we 1. Produce long fiber YD fabric. 2. Fine count cotton fabric. 3. Produce new long and short fiber interwoven fabrics. Functional products that combine fashion, leisure and comfort. In the area of long-fiber fabrics, we focus on high-tech innovation to produce functional products that are thinner, more flexible, comfortable and environmentally friendly.
-
(1) Management policy and important production and marketing policies:
-
1.Strengthen the interaction with brand customers and cooperate directly with final buyers to improve the sales volume and the stability of single source, and actively grasp the main and potential customer base.
-
2.Promote our core products and strengthen the access to garment factories. Long fiber products: elastic shirt fabric, soluble yarn, brushed fabric. Short-fiber products: elastic shirt fabric, flannel fabric, interwoven and post-dyed fabric.
-
3.Deeply involved in functional furniture fabric, apparel fabric, SPORT fabric and OUTDOOR fabric. The furniture fabric was emphasized in Mainland China, Northern Europe and Italy, with BVB yarn and wool yarn as the main sales; while the clothing market was emphasized in the top brands in North America and Europe, with sports, casual and fashion.
-
4.Enhance R&D and innovation capabilities, strengthen product planning, improve quality, and accelerate the development of differentiated products (especially in response to the tariff exemptions in ASEAN-7 countries) as well as foster fast and flexible market responsiveness of our sales and R&D staff.
-
5.Dedicated to the research and development of leisure products and expanding the market of sports and leisure field, we develop the latest materials , such as: high elasticity and high resilience elastic processing yarn, Tencel cotton feel processing yarn, embossed appearance fabric material, wool feel processing yarn, etc.
-
6.Vietnam Deli Factory mainly: (1) In response to the tariff exemption in the Japanese market, the main suppliersUNIQLO The main products are casual and home wear, supplemented by designer co-branded products of +J series. (2) Strengthen cooperation with Vietnamese garment manufacturers and trading companies. We supply Vietnamese garment factories with short delivery time and fast service as our biggest advantage. (3) Japanese company technical cooperation, the Japanese company send staff to the field of technology & quality control, to raise the level of the Vietnamese and Japanese customers in line with the requirements.
-
(2) Expected sales volume and its basis (The following expected sales volume is estimated by the sales department based on the current economic conditions):
the sales department based on the |
current economic conditions): |
|
|---|---|---|
| Main Products | Long-fiber fabrics | Staple Fiber Fabric |
| Expected sales volume for theyear | 166,208 thousand yards | 19,580 thousandyards |
Responsible Person: YEH,CHIA-MING. Manager: YEH,WEI-LI Accounting Supervisor: Yu Yi-Neng
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II. Company Profile
- Date of Incorporation: July 10, 1982
2. Company History:
| 1982 | The company was founded with a paid-in capital of NT$1 million, and purchased about 50 |
|---|---|
| sets of Chinese antique looms and rented a factory in the Yong-Han Industrial Zone in Hsin- | |
| Chiu to engage in the OEM business of fabric weaving. | |
| 1984 | The preparation equipment such as warping and sizing are added to make the whole weaving operation consistent. |
| 1985 | We purchased 54 looms and started the production of pre-dyed fabrics. |
| 1986 | Purchased the current site of 6,500 pings in Sanshue, Xinshi Township, Tainan County to cope with the rapid expansion of business. |
| 1987 | The company has purchased 120 sets of rapier type shuttleless looms and set up an office in |
| Taipei to actively expand its domestic and foreign sales business. At this point, the company | |
| has moved away from OEM and is taking orders for its own business. In the second half of | |
| the year, we introduced yarn-dyeing equipment, which enabled us to enter the field of | |
| weaving and dyeing of fabrics in a consistent manner. | |
| 1989 | Purchased an office in Taipei to strengthen the expansion of domestic and foreign sales. |
| 1992 | The capital increase from retained earnings and cash was used to build a long-fiber weaving |
| plant and a dyeing and finishing plant, which enabled the company to enter the ranks of | |
| medium-sized enterprises and to master the highest value-added part of the weaving process. | |
| Since then, the Company has formally entered the field of production and sales of long-fiber | |
| fabrics and dyed fabrics after dyeing and finishing. | |
| 1996 | The stock exchange approves the listing of the stock. |
| 1997 | Stock listing in January. |
| 1998 | Expanded long fiber dyeing and finishing plant, false-twister plant and yarn dyeing plant. The |
| factory in Hangzhou, China is completed with an investment of US$30 million, with 45% | |
| investment by our company (Taiwan Deli). | |
| 1999 | Obtained European "Oeke-Tex" certification. |
| 2000 | The Company invests another NT$29 million in the Hangzhou Deli factory in China, |
| resulting in a total investment of NT$479 million, or 43.55% of the Company's investment. | |
| Awarded member of Du Pont's Best Partner Program. | |
| 2001 | Obtained the "EZ-DRY" trademark pattern. |
| 2005 | On September 5, the board of directors of Baihe Investment Co., Ltd., Baili Investment Co., |
| Ltd. and Zhaohong Investment Co., Ltd. resolved to merge, with Baihe Investment Co., Ltd. | |
| as the surviving company, and set October 5 as the base date for the merger. | |
| On October 18, the board of directors resolved to merge the subsidiaries, Baihe Investment | |
| Co., Ltd. and Charles Schwab Investment Co., Ltd. and set December 8 as the base date for | |
| the merger, and to cancel the shares of the parent company held by the original subsidiary. On | |
| December 8, the Company absorbed and cancelled 46,541,374 shares of the parent company | |
| held by its subsidiaries, and the capital stock amounted to NT$1,755,960,020 after the | |
| cancellation. | |
| 2006 | Added a finishing and laminating plant. |
| 2007 | The finishing and laminating factory starts to take orders for production. |
| 2009 | Victory Samoa Holdings Co., Ltd., the 100% owned subsidiary of the Company use equity |
| transfer to increase capital up to USD 2,050,005 and obtained 15.56% of shares from Yizhong | |
| (Shanghai) Co., Ltd. (Deli (Shanghai) Textile Co., Ltd.) | |
| 2010 | In June 2000, the Company purchased 907 thousand shares of Tung Ming Fiber from an |
| unrelated party, and held 89.84% of the Company’s shares as of the end of December 2000. | |
| On July 9, 2000, the Company adopted paperless shares. | |
| 2011 | The Company and its subsidiary Defa International Industrial Limited jointly invested in The |
| Deying International Trade Company in January 2011, holding 50% and 49.90% of the | |
| Company's shares, respectively. The Deying International Trade Company is principally | |
| engaged in the wholesale and retail of garments. | |
| Purchased 6,119 thousand shares of LUCKY UNIQUE ENT. CO., LTD. and increased its | |
| shareholding from 3.20% to 23.55%. | |
| Acquired 1,873,000 shares of Defa International Industrial Limited, increasing its | |
| shareholding from 43.55% to 77.60%. | |
| The Company reinvested in China Hangzhou De Licacy Factory in the amount of | |
| NT$472,749 thousand, and the total investment amounted to NT$1,026,451 thousand, | |
| representing 77.60% of the investment. |
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2012 Acquired 5,100 thousand shares of Fufa Industrial Limited and increased its shareholding from 23.55% to 45.30% by increasing its shareholding by 3,485 thousand shares through cash capital increase.
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Acquired 1,981 thousand shares of Defa International Industrial Limited, increasing its shareholding from 77.60% to 100%.
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The Company reinvested in China Hangzhou De Licacy Factory in the amount of NT$308,021 thousand, and the total investment amounted to NT$1,334,472 thousand, with an investment ratio of 100.00%.
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2013 Eden Road Company established NEW HAO ENTERPRISE CO., LTD. (NEW HAO Company, 100% shareholding) with a capital contribution of $10,500 thousand in 2013 and on December 27, 2013, NEW HAO Company acquired 44.44% of De Licacy (Shanghai) from Guangzhou De Licacy Company at a cost of US$10,500,000.
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2014 On Jan. 16, 2014, the 14[th] Board 18[th] Board Meeting, the adjustment of organization of Hangzhou De Licacy Texile Limited, De Licacy (Shanghai) Textile Limited was approved On March 26, 2014, the Chairman of the Company, on behalf of its subsidiaries, EDEN ROAD INTERNATIONAL LIMITED and DE LICACY (SAMOA) HOLDINGS CO. On March 6, 2013, the chairman of the board of directors of EDEN ROAD INTERNATIONAL LIMITED and DE LICACY (SAMOA HOLDINGS CO., LTD.), entered into a share transfer agreement with PERFECT STEP INVESTMENTS LIMITED, which provides for a total transfer price of RMB260,835,000 per mu, based on a land parcel area of 245.57 mu as verified by both parties.
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In April, CHADTEX INDUSTRIAL CO., LTD. was established with a capital of NT$85,000 thousand, holding 53.125% of the shares.
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Since October, the Company's consolidated shareholding in Fufa Company is 50.59%, and the Company has control over Fufa Company and its investees E TEXTILE CO. Ltd., Zhejiang Fufa Textile Co., Ltd. are included as subsidiaries of the Company.
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At the end of December, Bright Wisdom Holding Ltd. purchased 80.769% of the shares of TOTAL EXPRESS LTD. with a capital contribution of US$1, and TOTAL EXPRESS LTD. was incorporated as a subsidiary of the Company.
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In December, De Licacy (Shanghai) Textile Limited, Somoa Victory Holdings Limited, and NEW HAO ENTERPRISE CO., LTD. completed the transfer of their shareholdings and the Company lost control over them.
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2015 In March, the board of directors approved the issuance of NT$200 million of the first domestic secured convertible bonds and NT$250 million of the second domestic unsecured convertible bonds.
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On June 11, 2015, SERVICE GREEMENT was signed with Toyotsu Fashion Express Co., Ltd., a 100% owned subsidiary of TOYOTA TSUSHO CO.
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The Company invested in DE DLICACY HOLDINGS CO., LTD. and then invested in DE SHEN (CAYMAN) HOLDINGS CO. and then invested in Vietnam Company.
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2016 In cooperation with Tainan Enterprise, Nan De Company invested $5,100,000 to acquire 51% equity in December 2015, and Nan De Company is a subsidiary of the Company. In March 2016, our subsidiary, De Licacy SAMOA Holding Limited, invested in De Licacy (Anguilla) Holdings Limited for USD4,905,000 and invested in NEWPREMIUM ENTERPRISE CO. ENTERPRISE CO.,LTD and indirectly acquired Jei Jom ENTERPRISE CO.,LTD USD1,470,000. The Company owns 49% of the shares of NEWPREMIUM and Jei Jom ENTERPRISE CO.
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2017 Deli International Limited, a subsidiary, acquired Budweiser Holdings Limited for US$5.63 million from FAITH GAIN INVESTMENT LIMITED, a subsidiary, in order to indirectly hold the equity interest in Zhejiang Fufa Textile Ltd.
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The subsidiaries, De Licacy (Samoa) Holdings Co., LTD. and Nutransfer International Co.,LTD. and Subtex Trading Co., LTD. agreed to jointly invested to establish NUTRANSFER (SAMOA) INTERNATIONAL CO., LTD. abroad with the total contribution of USD 200, where De Licacy (Samoa) Holdings Co., LTD. invested USD 1 million, accounted for 50% of the total shares, NUTRANSFER (SAMOA) INTERNATIONAL CO.,LTD then indirectly made investment in Vietnam and established Nutransfer International (Vietnam) Co., Ltd. with 100% shareholding and entered pringing industry.
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2018 In December 2017, the Company invested US$1,105 thousand to establish Jingda Global Company (100% shareholding), and in July 2018, the Company invested an additional US$830 thousand mainly for indirect investment in ATAGO Vietnam (30% shareholding).
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In April 2018, Somoa Le Licacy invested US$11,920,000 to establish Mega Ventures Company (85% shareholding), which is mainly used to indirectly invest in GLORY WEALTHY CORPORATION LIMITED (38% shareholding).
In November 2018, Deli International Limited and Eden Road International Limited increased their investment in Bright Wisdom Ltd. by US$2,151 thousand and US$416 thousand, respectively, mainly to reinvest in Lucky Apex Ventures Limited (100% shareholding) and then indirect investment on Anqing Defa Company (100% shareholding). The investment was approved by the Investment Review Committee of the Ministry of Economic Affairs on October 30, 2018.
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2019 On June 28, 2019, the Company established Deguo Company (60% shareholding) with an unrelated party at a capital of $12,000 thousand, which is mainly engaged in general import and export trade.
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Acquired 3.96% equity interest in Fufa Company from an unrelated party for $21,664 thousand in June 108, resulting in an increase in shareholding from 55.74% to 59.7%.
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Deyi Company and Eden Road Company invested in Bright Wisdom Ltd. for reinvestment in Lucky Apex Ventures Limited (100% shareholding) and indirectly in Anqing Defa Company (100% shareholding). The investment was approved by the Investment Commission of the Ministry of Economic Affairs on October 30, 2018. Bright Wisdom Ltd. increased its capital in cash in June 2019, but Tung Ming, Deli Company and Eden Road Company did not recognize the investment in Bright Wisdom Ltd. in proportion to their shareholdings. However, Tung Ming, Deli Company and Eden Road Company did not recognize the change in their proportional shareholding in Bright Wisdom Ltd. to 5.22%, 45.85% and 20.23%, respectively.
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Bright Wisdom Ltd. acquired 19.231% of the shares of Zhejiang Fufa Company and Total Express Ltd. from key management at the end of 2019 for $74,950 thousand ($2,500 thousand) (recorded as other payables - related parties), resulting in an increase in the shareholding ratio from The shareholding ratio increased from 80.769% to 100%.
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In June 2019, the Company acquired 3.96% of Fufa Company from an unrelated party for $21,664 thousand, increasing its shareholding from 55.74% to 59.7%.
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2020 On January 14, 2020, the board of directors approved the acquisition of 5.22% and 20.23% of the shares of Bright Wisdom Ltd. from Dongming Company and Eden Road Company, respectively, at US$1.0376 per share, in order to indirectly increase the investment in Zhejiang Fufa Company and Anqing Fufa Company, resulting in an increase in the shareholding ratio from 45.85% to 71.3%. The transfer of shares was a reorganization of a jointly controlled entity.
On January 14, 2020, the board of directors approved the purchase of 1.22% equity interest in Fufa from Dongming, a subsidiary, for $6,633,000, resulting in an increase in shareholding from 59.7% to 60.92%, which is an organizational reorganization under common control. On March 12, 2020, the board of directors approved the sale of 60% of the shares held by Teckwah to its subsidiary, FuFa Company, for $12,000 thousand, which is an organizational reorganization under common control.
- The sold shares of LUCKY UNIQUE ENT. CO., LTD. which accounted for 35.94% of all and held by the Company is proposed and approved by the Board of Directors on June 16, 2020, which reduced shareholding ratio to 24.98%; hence, the amalgamated company lost control of LUCKY UNIQUE and its subsidiary and the remaining part of investment is recognized for investment in associates subject to the fair value on the day losing control of the same.
The 91.28% shares of TONG MING ENTERPRISE CO., LTD. held by the Company was approved by the Board of Directors to sell to LUCKY UNIQUE ENT. CO., LTD. on April 20, 2020; hence, the transfer of equity is classified as reorganization under a common control entity
7
III. Corporate Governance Report
(I) Organization Structure
- Company Organizational Structure
Shareholders Meeting Audit Committee Remuneration Committeee The Board of Directors Auditing Office Chairman General Manager General Manager’s Office Clothing Business R&D Center epartment R&D Division Work Affairs Division Production Department Production Department Management Division for Long Fibers for Stable Fibers Management Office of Shared Facilities Financia General Vietnam Business Sales Sales Sales Department Shanghai Office Affairs Factory Development Division 3 Division 2 Division 1 Office Office Office Group Electrical Environmental Quality Dyed Health Preparation Warehouse and Protection Control Yarn Management Division Division Mechanical Department Division Division Division Division Information Accounting Costs Work Division Division Division Safety Office Shipping Financial Purchasing General Division Division Division Affairs Research and Material Product Contracting Technical Physical Long-fiber Staple Fiber Quality Special Dyeing Organizing Dyeing and False-twister Twisted Preparation Weaving Fabric Securityn Warehouse Division Developmen Developmen Development Division Development Properties Examination Examination Control Processing Division Division Finishing Division Yarn Division Division Production Divisio Division Division Course Division Course Office Office Office Division Division Production Division and Management Management Division Division
- 8 -
2. Business Content of All Departments
| Department | Main Task |
|---|---|
| Auditing Office | ‧ Establish the company's auditing system and revise it in a timely manner.‧ Audit each cycle operation is executed in accordance with the company rules andregulations, and submit audit reports for approval, and make tracking reports for any irregularities. ‧ Schedule the annual audit schedule and upload the related information. |
| Work Safety Office |
Manage the planning and supervise the affairs of labor safety and health management of each department. |
| Management Division |
‧ Responsible for budgeting, audit accounting, bookkeeping, cost accounting,financial tax management, capital market fundraising, capital management and utilization, operation analysis, general affairs, procurement, personnel, system planning, external affairs related to IPO, stock trading, programming, system maintenance, and other matters as assigned. ‧Handle matters related to investor relations. |
| Management Office of Shared Facilities |
‧ Provide power, steam, soft water and machine maintenance for the wholecompany. |
| Production Department for Long Fibers Production Department for Stable Fibers |
‧ Manage the affairs related to production control, manufacturing, quality control,maintenance and repair, and other assigned matters. |
| Work Affairs Division |
‧ Responsible for market research, sales forecasting and planning, sales promotion,market development, product sales, payment collection, and after-sales service. |
| R&D Division | ‧Develop, execute and follow up on new product development plans.‧The collection and management of new product information and market trends.‧Production design analysis, manufacturing technology and processing technologyresearch. ‧Develop new cloths and materials.‧Improve the quality of existing products and improve the efficiency of machineryand human resources. |
| R&D Center | ‧ Engage in forward-looking innovative R&D work.‧ Focus on long-term research and development and patent applications.‧ Submit applications to government departments and consortia for research anddevelopment projects. ‧ Develop Senior Human Resources.‧ Build the company's core technology. |
| Clothing Business Department |
‧Develop and manufacture all kinds of functional outdoor and sportswear.‧Produce high-end apparel for internationally renowned brands. |
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(II) Directors, Supervisors, General Manager, Deputy General Manager, Associates, Departments and Branches Officer Information
1. Directors’ Information (1)
Apr. 12, 2021
| Apr. 12, 2021 | Apr. 12, 2021 | Apr. 12, 2021 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title (Note 1) |
Name | Nationality/ Registration Place |
Gender | Date First Elected (Note 2) |
Date Elected |
Term (Years) |
Shareholding when Elected |
Own Shareholdings | Shares held by spouse, minor children |
Shareholding by Nominee Arrangement |
Experience (Education) (Note 3) |
Other Position in the Company and other Companies |
Executives, Directors or Supervisors who are spouses or within two degrees of kinship |
Remark | ||||||
| Number of shares |
Shareho lding ratio |
Number of shares |
Shareho lding ratio |
Number of shares |
Shareh olding ratio |
Number of shares |
Shareholdi ng ratio |
Title | Name | Relation | ||||||||||
| Chairman | YEH,CHIA-MING | R.O.C. | Male | 2008.06.06 | 2017.06.08 | 3 | 3,398,181 | 0.88 |
3,288,181 | 0.86 | -- | -- | -- | -- | Graduate Institute, University of Southern California Associates, De Licacy Industrial Co., Ltd. |
Note 5 | Directors Directors |
YEH,WEI-LI YEH,CHIA-HAO |
Brothers Brothers |
|
| Instituti onal Director |
Fuhua Investment Co., Ltd. Representative: YEH,CHIA-HAO |
R.O.C. | Male | 2006.06.14 | 2017.06.08 | 3 | 31,213,994 | 8.12 |
30,000,994 | 7.80 | -- | -- | -- | -- | Graduate Institute, New York University Hangzhou Deli Textile Co., Ltd. Deputy Chairman |
Note 6 | Chairman Directors |
YEH,CHIA-MING YEH,WEI-LI |
Brothers Brothers |
|
| Instituti onal Director |
Fuhua Investment Co., Ltd. Representative: YEH,WEI-LI |
R.O.C. | Male | 2014.06.20 | 2017.06.08 | 3 | 31,213,994 | 8.12 |
30,000,994 | 7.80 | 60,835 | 0.02 | -- | -- | Graduate Institute, University of Southern California Manager, De Licacy Industrial Co., Ltd. |
Note 7 | Chairman Directors |
YEH,CHIA-MING YEH,CHIA-HAO |
Brothers Brothers |
|
| Instituti onal Director |
Fuhua Investment Co., Ltd. Representative: KUO,CHUN-HSIUNG |
R.O.C. | Male | 2006.06.14 | 2017.06.08 | 3 | 31,213,994 | 8.12 |
30,000,994 | 7.80 | 322,069 | 0.08 | -- | -- | Major in Textiles, National Taipei University of Technology Associates, EVEREST |
Note 8 | None | None | None | |
| Indepen dent Director |
HUANG,CHUN-JEN | R.O.C. | Male | 2017.06.08 | 2017.06.08 | 3 | 60,577 | 0.01 | 60,577 | 0.01 | 564 | -- | -- | -- | Department of Chemical Engineering, Hwa Hsia University of Technology General Manager, WELL UNIQUE ENTERPRISE CO., LTD. Chairman,Hanpin International Co.,Ltd. |
Note 9 |
None | None | None | |
| Indepen dent Director |
SU,PO-CHENG | R.O.C. | Male | 2017.06.08 | 2017.06.08 | 3 | 12,762 | -- | 12,762 | -- | -- | -- | -- | -- | Department of Applied Chemistry, Tamkang University General Manager, HONE-STRONG INDUSTRIAL CO.,LTD. |
Note 10 | None | None | None | |
| Indepen dent Director |
TSAI,CHI-CHUN | R.O.C. | Male | 2020.06.10 | 2020.06.10 | 3 | -- | -- | -- | -- | -- | -- | -- | -- | Graduate Institute, University of Southern California Graduated from the Department of Public Administration Deputy Chairman, SPORTSLINK TAIWAN LIMITED |
Note 11 | None | None | None |
Note 1: Corporate shareholders should list the name of the corporate shareholder and the representative separately (for those who are representatives of the corporate shareholder, the name of the corporate shareholder should be indicated), and should fill in Table 1 below.
Note 2: Enter the time when you first became a director or supervisor of the Company. If there is any interruption, please provide a note to explain.
Note 3: For experience related to the current position, if you have worked for a certified public accountant firm or a related company during the previous reporting period, you should specify the title and responsibilities of your position.
Note 4: If the chairman of the board of directors and the president or equivalent (top manager) are the same person, spouses or relatives of one another, the reasons, reasonableness, necessity, and relevant information on the measures to be taken shall be stated. Note 5: Chairman, YEH, CHIA-MING, is concurrently working as chairman of Fufa International Investment Co., Ltd., WELL UNIQUE ENTERPRISE CO., LTD., Yongyi Investment Co., Ltd., representative of institutional director and chairman of DNE ENERGY INC., DE-
FA INTERNATIONAL INDUSTRIAL CO., LTD. and TUNG MING TEXTILE CO.,LTD., representative of institutional director, Zhejiang Fufa Textile Co., Ltd., Deyang Co., Ltd., SHENG-BO TECHNOLOGY CORP., E TEXTILE CO., LTD., Hangzhou DE LICACY Texile CO., LTD., SILVER SHORES INTERNATIONAL LIMITED, APEX (ANQING)TEXTILE CO.,LTD, De Kao Trading Co., Ltd, R&L SOLAR SOLUTIONS TAIWAN INC., Deri company, Dexing company, Full Vision Enterprise Co., Ltd and Jinlin Venture Capital Co., Ltd.,
- 10 -
representative of institutional director and responsible person of De Licacy (Anguilla) Holdings Limited, Xinhu Venture Investment Co,.Ltd., EDEN ROAD Inernational Limited, Jingda Global Co., Ltd., Mega Ventures Co., Ltd., director of FORWARD Investment Limited, Vicotry International Trade Company , Fufa Industrial Co., Ltd., ERA NOUVEAU INTERNATIONAL CO., LTD. and FUTURE TYCOON TRADING CO., Ltd., representative of institutional director and responsible person of EDEN ROAD Inernational Limited, De Licacy (Anguilla) Holdings Limited, Xinhu Venture Investment Co,.Ltd., Jingda Global Co., Ltd. and Mega Ventures Co., Ltd., and responsible person of DE SHEN (Cayman) Holdings Limited, Delicacy BVI Holdings Limited, DE HONG HOLDINGS CO.,LTD, EDEN ROAD Inernational Limited(Hong Kong), FAITH GAIN INVESTMENT LIMITED and CHENG FONG BAKERY SUPPLY CO..
-
Note 6: Representative of institutional director of FORWARD Investment Limited, Mr. YEH, CHIA-HAO, is concurrently working as deputy chairman of the Company, chairman of Vicotry International Trade Company, Quanye Investment (Stock) Co., Ltd.,
-
representative of institutional director and chairman of Zhejiang Fufa Textile Co., Ltd., APEX (ANQING)TEXTILE CO.,LTD, FUTURUS CO., LTD., representative of institutional director and responsible person of Jinlin Venture Capital Co., Ltd., responsible person
-
of Lee hing co., ltd., LUCKY APEX VENTURES LIMITED, TOTAL EXPRESS LTD, Bright Wisdom Holdings Limited, representative of institutional director of Hangzhou DE LICACY Texile CO., LTD., DE-FA INTERNATIONAL INDUSTRIAL CO., LTD., DNE ENERGY INC., TUNG MING TEXTILE CO.,LTD., director of FORWARD Investment Limited, Fufa International Investment Co., Ltd., WELL UNIQUE ENTERPRISE CO., LTD., SILVER SHORES INTERNATIONAL LIMITED, Mega Ventures Co., Ltd., representative of institutional supervisor of Deyang Co., Ltd., SHENG-BO TECHNOLOGY CORP., Deri company, Dexing company.
-
Note 7
:Representative of institutional director of FORWARD Investment Limited, Mr. YEH,WEI-LI, is concurrently working as the general manager of the Company, chairman of FORWARD Investment Limited, Morning Light International Investment Company, director of Fufa International Investment Co., Ltd., Vicotry International Trade Company, Accuratech precision inc., Mega Ventures Co., Ltd., SILVER SHORES INTERNATIONAL LIMITED, FUTURE TYCOON TRADING CO., Ltd., representative of institutional director of Hangzhou DE LICACY Texile CO., LTD., Zhejiang Fufa Textile Co., Ltd., CHADTEX INDUSTRIAL CO., LTD., DE HONG HOLDINGS CO.,LTD, APEX (ANQING)TEXTILE CO.,LTD, Jinlin Venture Capital Co., Ltd., supervisor of WELL UNIQUE ENTERPRISE CO., LTD., TUNG MING TEXTILE CO.,LTD., representative of institutional supervisor of Defa International Industrial Co., Ltd., responsible person of Vietnam DE LICACY INDUSTRIAL CO., LTD., ALPHABAY INVESTMEN LIMITED. -
Note 8
:Representative of institutional director of FORWARD Investment Limited, Mr. KUO,CHUN-HSIUNG, is concurrently working as the deputy chairman of the Company, representative of institutional director and general manager, TUNG MING TEXTILE -
CO.,LTD., representative of institutional supervisor of Hangzhou DE LICACY Texile CO., LTD., Zhejiang Fufa Textile Co., Ltd., representative of institutional director and chairman of CHADTEX INDUSTRIAL CO., LTD., E TEXTILE CO., LTD., De Kao Trading Co., Ltd, Full Vision Enterprise Co., Ltd, representative of institutional director of Fufa Industrial Co., Ltd., representative of institutional director and responsible person of DE HONG INTERNATIONAL CO.,LTD (DH), responsible person of FUTURE TYCOON HOLDINGS CO., Ltd., director of ERA NOUVEAU INTERNATIONAL CO., LTD., De Licacy Educational Foundation.
Note 9: Mr. HUANG,CHUN-JEN, an independent director, is currently the general manager of WELL UNIQUE ENTERPRISE CO., LTD.
Note 10: Mr. SU,PO-CHENG, an independent director, is currently the directorandgeneral manager of HONE-STRONG INDUSTRIAL CO., LTD.; Director of ZIG SHENG INDUSTRIAL CO., LTD. and BEAUTY-STRONG DYEING & FINISHING CO., LTD.; chairman of Tianhe Investment Co., Ltd.
Note 11: Mr. TSAI,CHI-CHUN, an independent director, is currently the Vice Chairman of SPORTSLINK TAIWAN LIMITED
Table 1: Major shareholders of the institutional shareholders
| Name of Institutional Shareholders | Major shareholders of the juristic persons |
|---|---|
| Fuhua Investment Co., Ltd. | YEH,WEI-LI (18.03%), Chenxi International Investment Co., Ltd. (81.97%) |
Note 1: If the director or supervisor is a representative of a corporate shareholder, the name of the corporate shareholder should be entered.
-
Note 2: Enter the names of the major shareholders of the corporation (the top ten in terms of shareholding) and their shareholding ratios. If the major shareholder is a corporation, the following table 2 should be completed.
-
Note 3: If a corporate shareholder is not a corporate organization, the name of the shareholder and the percentage of shareholding should be disclosed in the preceding paragraph.The name of the shareholder and the percentage of shareholding disclosed in the preceding paragraph are the name of the contributor or donor and the percentage of contribution or contribution.
Table 2: Major shareholders of the Company’s major institutional shareholders
| Name of Institutional Shareholders | Major shareholders of thejuristicpersons |
|---|---|
| Chenxi International Investment Co.,Ltd. | YEH,WEI-LI,HUNG,SHEN-I |
-
Note 1: If the director or supervisor is a representative of a corporate shareholder, the name of the corporate shareholder should be entered.
-
Note 2: Enter the names of the major shareholders of the corporation (the top ten in terms of shareholding) and their shareholding ratios.
-
Note 3: If a corporate shareholder is not a corporate organization, the name of the shareholder and the percentage of shareholding should be disclosed in the preceding paragraph.The name of the shareholder and the percentage of shareholding disclosed in the preceding paragraph are the name of the contributor or donor and the percentage of contribution or contribution.
- 11 -
Directors’ Information (2)
| Criteria Name (Note 1) |
Meets One of the Following Professional Qualification Requirements, Together with at Least Five Years’ Work Experience |
Meets One of the Following Professional Qualification Requirements, Together with at Least Five Years’ Work Experience |
Meets One of the Following Professional Qualification Requirements, Together with at Least Five Years’ Work Experience |
Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Number of Other Public Companies in Which the Individual is Concurrent ly Serving as an Independe nt 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 |
Has work experience in the areas of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||
| YEH,CHIA-MING | | | | | None | |||||||||
| Fuhua Investment Co., Ltd. Representative: YEH,CHIA-HAO |
| | | None | ||||||||||
| Fuhua Investment Co., Ltd. Representative: YEH,WEI-LI |
| | | None | ||||||||||
| Fuhua Investment Co., Ltd. Representative: KUO,CHUN- HSIUNG |
| | | | | | None | |||||||
| HUANG,CHUN-JEN | | | | | | | | | | | | None | ||
| SU,PO-CHENG | | | | | | | | | | | | None | ||
| TSAI,CHI-CHUN | | | | | | | | | | | | None |
Note 1: The number of columns is adjusted according to the actual number.
-
Note 2: Please tick the corresponding boxes with “ ” that apply to a member during the two years prior to being elected or during the term(s) of office.
-
(1)Not an employee of the Company or any of its affiliates. -
(2)Not a Director or Supervisor of the Company or its affiliates, (however, this does not apply, in case where the person is concurrently working as an Independent Director of the Company or its parent company, subsidiary or subsidiary of the same parent company established according to this Act or local country ordinances). -
(3)Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company, or ranking in the top 10 in holdings. -
(4)Not a spouse, second-degree relative or third-degree relative of the managers in (1) or persons in (2) or (3). -
(5)Not a director, supervisor, or employees of a corporate shareholder that directly holds five percent or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings or is the representative being assigned as the director or supervisor of the Company by in accordance with Article 27, Paragraph 1 or 2 of the Company Act, (However, this does not apply, in case where the person is concurrently working as an Independent Director of the Company or its parent company, subsidiary or subsidiary of the same parent company established according to this Act or local country ordinances). -
(6)Not a director, supervisor or employee of other company which has over half of the number of directors’ seats or shares with voting rights of the Company and is controlled by the same person (however, this does not apply, in case where the person is concurrently working as an Independent Director of the Company or its parent company, subsidiary or subsidiary of the same parent company established according to this Act or local country ordinances). -
(7)Not a director, supervisor or employee of other companies or institution which concurrently works as or in a spouse relationship to the chairman, general manager or personnel of relative duties of the Company (however, this does not apply, in case where the person is concurrently working as an Independent Director of the Company or its parent company, subsidiary or subsidiary of the same parent company established according to this Act or local country ordinances). -
(8)Not a director, supervisor, manager or a shareholder holing five percent or more of the shares of a company or institution that has a business or financial relationship with the Company, (however, this does not apply, in case where the specific company or institution holds over 20% but less than 50% of the total number of issued shares of the Company and the person is concurrently working as an Independent Director of the Company or its parent company, subsidiary or subsidiary of the same parent company established according to this Act or local country ordinances). -
(9)Not a professional who provides auditing, nor a professional who provides commercial legal, financial, accounting, or consulting services to the Company or its affiliates with the cumulated remuneration within the last two years less than NT$500,000, nor is an owner, partner, director, supervisor, or manager, or the spouse of any of the above, of a sole proprietorship, partnership, company, or organization that provides such service to the Company or its affiliates, However, this does not apply for members of compensation committee, public acquisition audit committee or special committee for merger who exercise power in accordance with relevant laws and regulations in Securities and Exchange Act or Business Mergers and Acquisitions Act. -
(10)Not a spouse or relative of second degree or closer to any other directors. -
(11)Not a person of any conditions defined in Article 30 of the Company Act -
(12)Not elected as a governmental, juridical person or its representative defined in Article 27 of the Compan Act
- 12 -
2. General Manager, Deputy General Manager, Associates, Departments and Branches Officer:
| Title(Note 1) | National ity |
Name | Date Elected | Gender | Shareholdings | Shareholdings | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) (Note 2) |
Other Position in other Companies | Managers who are spouses or within two degrees of kinship |
Managers who are spouses or within two degrees of kinship |
Managers who are spouses or within two degrees of kinship |
Remark (Note 3) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Sharehol ding ratio |
Number of shares |
Shareholdi ng ratio |
Number of shares |
Sharehol ding ratio |
Title | Name | Relation | ||||||||
| Special assistant of the chairman |
R.O.C. | KUO,CHUN -HSIUNG |
2011.06.17 | Male | 156,804 | 0.04% | 322,069 | 0.08% | -- | -- | Major in Textiles, National Taipei University of Technology Associates, EVEREST |
Representative of Institutional Director, TUNG MING TEXTILE CO., LTD. General Manager Representative of Institutional Supervisor, Hangzhou Deli Textile Co., Ltd. Representative of Institutional Supervisor, Zhejiang Apex Textile Co.,Ltd. Representative of Institutional Director, E TEXTILE CO., LTD. Chairman Representative of Institutional Director, LUCKY UNIQUE ENT. CO. ,LTD Representative of Institutional Director, CHADTEX INDUSTRIAL CO., LTD. Chairman Director, Deli Education Foundation Representative of Institutional Director, Full Vision Enterprise Co., Ltd. Chairman Responsible Person, Juheng Holdings Co., Ltd. Director, ERA NOUVEAU INTERNATIONAL CO., LTD. Representative of Institutional Director and Responsible Person of E HONG INTERNATIONAL CO.,LTD (DH) Representative of Institutional Director, De Kao Trading Co., Ltd. Chairman |
None | None | None | |
| General Manager |
R.O.C. | YEH,WEI-LI | 2019.03.18 | Male | 2,859,392 | 0.74% | 60,835 |
0.02% | -- | -- | Graduate Institute, University of Southern California De Licacy Industrial Co., Ltd. General Manager |
Chairman Fuhua Investment Co., Ltd Director, Fufa International Investment Co., Ltd. Supervisor, WELL UNIQUE ENTERPRISE CO., LTD. Supervisor, TUNG MING TEXTILE CO., LTD. Representative of Institutional Supervisor, DE-FA INTERNATIONAL INDUSTRIAL CO., LTD. Director, FUSON INTERNATIONAL CO., LTD. Representative of Institutional Director, Hangzhou Delicacy Textile Co.,Ltd. Representative of Institutional Director, Zhejiang Apex Textile Co.,Ltd. Representative of Institutional Director, CHADTEX INDUSTRIAL CO., LTD. Director, Accuratech precision inc. Responsible Person, Vietnam Deli Industrial Co., Ltd. Responsible Person, ALPHABAY INVESTMENT LIMITED Director, SILVER SHORES INTERNATIONAL LIMITED Representative of Institutional Director, DE HONG HOLDINGS CO.,LTD Director, Beauty Plus Ventures. Limited Chairman, Chenxi International Investment Co., Ltd. Representative of Institutional Director, Anqing Defa Textile Co., Ltd. |
Associat es, Manage ment Division |
CHI,WEI- HSIEN |
Second- degree kinship |
- 13 -
| Title (Note 1) |
Nationality | Name | Date Elected Date |
Gender | Shareholdings | Shareholdings | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) (Note 2) |
Other Position in other Companies | Managers who are spouses or within two degrees of kinship |
Managers who are spouses or within two degrees of kinship |
Managers who are spouses or within two degrees of kinship |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholding Ratio |
Number of shares |
Shareholding Ratio |
Number of shares |
Shareholding Ratio |
Title | Name | Relation | ||||||||
| Vice General Manager, Clothing Business Department (Note 4) |
R.O.C. | YANG, YUAN-PO |
2007.12.28 | Male | -- | -- | -- | -- | -- | -- | British Columbia Institute of Technology General Manager, Zhejiang Oriental Baifu Manufacturing Co., Ltd. General Manager, Dragon Crowd Co. Ltd.(USA) |
None | None | None | None | |
| Executive Deputy General Manager of Management Division Financial and Accounting Supervisor |
R.O.C. | YU, I-NENG |
2014.06.17 | Male | -- | -- | -- | -- | -- | -- | Accounting, Tamkang University Manager, Hangzhou Delicacy Textile Co.,Ltd. Manager, DE-FA INTERNATIONAL INDUSTRIAL CO., LTD. |
Supervisor, Fufa International Investment Co., Ltd. Director, Wanhao Co., Ltd. Supervisor, Fusheng International Trade Co., Ltd. Representative of Institutional Supervisor, Hangzhou Delicacy Textile Co.,Ltd. Supervisor Fuhua Investment Co., Ltd Representative of Institutional Supervisor, LUCKY UNIQUE ENT. CO. ,LTD Supervisor, De Kao Trading Co., Ltd. Supervisor, FUTURE TYCOON TRADING CO., Ltd. Supervisor,Rights IndustryEquity (Stock)Co.,Ltd. |
None | None | None | |
| Associates, Management Division (Note 5) |
R.O.C. | CHI, WEI-HSIEN |
2015.09.01 | Female | -- | -- | 3,398,181 | 0.88% | -- |
-- | Graduate Institute, Mills College | Director, WELL UNIQUE ENTERPRISE CO., LTD. | General Manager |
YEH,WEI- LI |
Second- degree kinship |
|
| Deputy General Manager, Production Department |
R.O.C. | TSAI, CHI-HSIU |
2017.06.26 | Male | 628 | -- | 50 | -- | -- | -- | Chemical Engineering Department, Vanung University Supervisor, EVEREST Manager, De Licacy Industrial Co., Ltd. |
Supervisor, E TEXTILE CO., LTD. Supervisor, WELL UNIQUE ENTERPRISE CO., LTD. |
None | None | None |
Note 1: The information of general manager, vice president, assistant manager, department and branch office heads should be included, and any position equivalent to general manager,vice president or assistant manager, regardless of title, should also be disclosed. Note 2: For experience related to the current position, if you have worked for a certified public accountant firm or a related company during the previous reporting period, you should specify the title and responsibilities of your position. Note 3: If the chairman of the board of directors and the president or equivalent (top manager) are the same person, spouses or relatives of one another, the reasons, reasonableness, necessity, and relevant information on the measures to be taken shall be stated. Note 4: Resigned Jun. 30, 2020. Note 5: Resigned Jun. 25, 2020.
- 14 -
3.Remuneration of Directors, Supervisors, General Manager, and Deputy General Manager in recent years: ~~(1) Remuneration of General Directors and Independent Directors~~
NT$1,000
| Title | Name | Directors’ Re | Directors’ Re | Directors’ Re | Directors’ Re | muneration | muneration | muneration | muneration | Ratio of Total Remuneration (A+B+C+D) to Net Income |
Ratio of Total Remuneration (A+B+C+D) to Net Income |
Relevant Remuneration Received by Dire | Relevant Remuneration Received by Dire | Relevant Remuneration Received by Dire | Relevant Remuneration Received by Dire | ctors Who are Also Employees | ctors Who are Also Employees | ctors Who are Also Employees | ctors Who are Also Employees | Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income |
Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income |
Compensat ion Paid to Directors from an Invested Company Other than the Subsidiaries or Parent Company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) | Severance Pay (B) | Bonus to Directors (C) |
Allowances (D) | Salary, Bonuses, and Allowances (E) |
Severance Pay (F) | Profit Sharing- Employee Bonus (G) | ||||||||||||||||
| The Compan y |
Companies in the consolidated financial statements |
The Company |
Companies in the consolidat ed financial statements |
The Company |
Companies in the consolidat ed financial statements |
The Company |
Companies in the consolidate d financial statements |
The Company |
Companies in the consolidate d financial statements |
The Company |
Companies in the consolidat ed financial statements |
The Company |
Companies in the consolidate d financial statements |
The Company | Companies in the consolidated financial |
The Company |
Companies in the consolidate d financial statements |
|||||
| Cash Amount |
Stock Amount |
Cash Amoun t |
Stock Amount |
|||||||||||||||||||
| Chairman | YEH,CHIA-MING | 0 | 0 | 0 | 0 | 0 | 1,085 |
200 | 840 |
(0.10%) | (0.93%) | 2,681 | 7,862 | 0 | 0 | 0 | 0 | 0 | 0 | (1.39%) | (4.72%) | 0 |
| Institutional Director |
Fuhua Investment Co., Ltd. Representative: YEH,CHIA-HAO |
0 | 0 | 0 | 0 | 0 | 1,085 |
200 | 680 |
(0.10%) | (0.85%) | 1,139 | 3,100 | 0 | 0 | 0 | 0 | 0 | 0 | (0.64%) | (2.35%) | 0 |
| Institutional Director |
Fuhua Investment Co., Ltd. Representative: YEH,WEI-LI |
0 | 0 | 0 | 0 | 0 | 1,100 |
200 | 880 |
(0.09%) | (0.95%) | 2,356 | 7,901 | 0 | 0 | 0 | 0 | 0 | 0 | (1.23%) | (4.76%) | 0 |
| Institutional Director |
Fuhua Investment Co., Ltd. Representative: KUO,CHUN-HSIUNG |
0 | 0 | 0 | 0 | 0 | 1,099 |
200 | 1,040 |
(0.09%) | (1.03%) | 2,187 | 7,020 | 0 | 0 | 0 | 0 | 0 | 0 | (1.15%) | (4.42%) | 0 |
| Independent Director |
HUANG,CHUN-JEN | 250 | 0 | 0 | 0 | 0 | 0 |
200 | 200 |
(0.22%) | (0.22%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (0.22%) | (0.22%) | 0 |
| Independent Director |
SU,PO-CHENG | 250 | 0 | 0 | 0 | 0 | 0 |
200 | 200 |
(0.22%) | (0.22%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (0.22%) | (0.22%) | 0 |
| Independent Director |
TSAI,CHI-CHUN | 250 | 0 | 0 | 0 | 0 | 0 |
100 | 2011 |
(0.17%) | (0.17%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (0.17%) | (0.17%) | 0 |
| Total | 750 | 0 | 0 | 0 | 0 | 4,369 |
1,300 | 3,940 |
(0.99%) | (4.37%) | 8,363 | 25,883 | 0 | 0 | 0 | 0 | 0 | 0 | (5.02%) | (16.86%) | 0 | |
| 1.Please describe the policy, system, criteria and structure for the compensation of independent directors, and the relevance to the amount of compensation paid based on the responsibilities, risks, time commitment, etc.The compensation of the Company’s independent directors is determined by the Compensation Committee with reference to the industry or related industry payout and the Company’s operating performance. The compensation of our independent directors is determined by the Compensation Committee with reference to the industry or related industry payout and the Company’s operating performance, taking into account the directors’ participation in the Company’ The compensation of our independent directors is determined by the Compensation Committee with reference to the industry or related industry payout and the Company’s operating performance, taking into account the directors’ participation in the Company’s operations and their individual performance contributions.The remuneration is set at NT$250,000 per year for each director, regardless of profit or loss, and ispayable in the event of a loss. 2. Except as disclosed in the table above, the remuneration received by the directors of the Company for services rendered to all companies in the financial statements (e.g., as consultants to non-employees) in the most recent year: None. |
Range of Remuneration
| s of profit or loss, and ispayable in the event of a loss. s disclosed in the table above, the remuneration received by Range of Remuneration |
the directors of the Company for services rendered to all companies in the financial statements (e.g., as consultants to non-employees) in the most recent year: None. | the directors of the Company for services rendered to all companies in the financial statements (e.g., as consultants to non-employees) in the most recent year: None. | the directors of the Company for services rendered to all companies in the financial statements (e.g., as consultants to non-employees) in the most recent year: None. | the directors of the Company for services rendered to all companies in the financial statements (e.g., as consultants to non-employees) in the most recent year: None. |
|---|---|---|---|---|
| Range of remuneration paid to each of the Company’s directors |
Name of Directors | |||
| Total of(A+B+C+D) | Total of(A+B+C+D+E+F+G) | |||
| The Company (Note 8) | Companies in the consolidated financial statements(Note 9) H |
The Company (Note 8) | Companies in the consolidated financial statements(Note 9) I |
|
| Under NT$ 1,000,000 | YEH,CHIA-MING Representative of Fuhua Investment Co., Ltd.: YEH,CHIA-HAO Representative of Fuhua Investment Co., Ltd.: YEH,WEI-LI Representative of Fuhua Investment Co., Ltd.: KUO,CHUN-HSIUNG |
HUANG,CHUN-JEN, SU,PO-CHENG, TSAI,CHI- CHUN |
HUANG,CHUN-JEN, SU,PO-CHENG, TSAI,CHI-CHUN | HUANG,CHUN-JEN, SU,PO-CHENG, TSAI,CHI-CHUN |
- 15 -
| HUANG,CHUN-JEN, SU,PO-CHENG, TSAI,CHI- CHUN |
||||
|---|---|---|---|---|
| NT$1,000,000 (inclusive) ~ NT$2,000,000 (exclusive) | YEH,CHIA-MING Representative of Fuhua Investment Co., Ltd.: YEH,CHIA-HAO Representative of Fuhua Investment Co., Ltd.: YEH,WEI-LI |
Representative of Fufa International Investment Co., Ltd.: YEH,CHIA-HAO |
||
| NT$2,000,000 (inclusive) ~ NT$3,500,000 (exclusive) | Representative of Fuhua Investment Co., Ltd.: KUO,CHUN-HSIUNG |
|||
| NT$3,500,000 (inclusive) ~ NT$5,000,000 (exclusive) | YEH,CHIA-MING Representative of Fufa International Investment Co., Ltd.: YEH,WEI-LI Representative of Fufa International Investment Co.,Ltd.: KUO,CHUN-HSIUNG |
Representative of Fuhua Investment Co., Ltd.: YEH,CHIA-HAO |
||
| NT$5,000,000 (inclusive) ~ NT$10,000,000 (exclusive) | YEH,CHIA-MING Representative of Fufa International Investment Co., Ltd.: YEH,WEI-LI Representative of Fufa International Investment Co.,Ltd.: KUO,CHUN-HSIUNG |
|||
| NT$10,000,000 (inclusive) ~ NT$15,000,000 (exclusive) | ||||
| NT$15,000,000 (inclusive) ~ NT$30,000,000 (exclusive) | ||||
| NT$30,000,000 (inclusive) ~ NT$50,000,000 (exclusive) | ||||
| NT$50,000,000 (inclusive) ~ NT$100,000,000 (exclusive) | ||||
| NT$100,000,000 or over | ||||
| Total | 7 people | 7 people | 7 people | 7 people |
-
Note 1: The names of directors should be listed separately (corporate shareholders should list the names of corporate shareholders and their representatives separately), and the amount of each payment should be disclosed in aggregate. If a director is also a general manager or vice president, he/she should fill in this table and the Table (3-1) and (3-2).
-
Note 2: This refers to the most recent annual compensation of directors (including directors’ salaries, bonuses, severance pay, various bonuses and incentive payments, etc.).
Note 3: The amount of directors’ remuneration approved by the board of directors in the most recent year is included.
-
Note 4: This refers to the latest year’s directors’ related business execution expenses (including travel expenses, special expenses, various allowances, dormitory, provision of cars, etc.). The nature and cost of the assets provided, the actual or fair market value of rent, fuel and other payments should be disclosed when housing, automobiles and other transportation or personal expenses are provided. If a driver is assigned to the director, please include a note stating that the company will pay the driver the relevant compensation, but it will not be counted as remuneration.
-
Note 5: This refers to the salary, salary increment, severance pay, various bonuses, incentive payments, transportation expenses, special expenses, various allowances, dormitory, provision of cars, etc., received by the directors and employees (including concurrent general manager, vice president, other managers and employees) in the most recent year. The nature and cost of the assets provided, the actual or fair market value of rent, fuel and other payments should be disclosed when housing, automobiles and other transportation or personal expenses are provided. If the director have a driver, please include a note stating that the company will pay the driver the relevant compensation, but it will not be counted as remuneration. Salary expense recognized in accordance with IFRS 2, “Share-based Payment,” including the acquisition of employee stock options, new shares with restricted employee rights and participation in cash capital increase to subscribe for shares, should also be included in remuneration.
-
Note 6: The amount of employee compensation (including stock and cash) received by a director who is also an employee (including also a general manager, vice president, other managers and employees) in the most recent year should be disclosed as approved by the board of directors in the most recent year, and if the amount cannot be estimated, the proposed distribution amount for this year should be calculated in proportion to the actual distribution amount last year, and should also be listed in Table 1 ter.
-
Note 7: The total amount of each remuneration paid to the Company’s directors by all companies in the consolidated report (including the Company) should be disclosed.
-
Note 8: The total amount of each remuneration paid by the Company to each director is disclosed in the name of the director at the level of vesting.
-
Note 9: The total amount of each remuneration paid to each director of the Company by all companies in the consolidated report (including the Company) should be disclosed, and the names of the directors should be disclosed at the level to which they belong.
-
Note 10: The net income after tax refers to the net income after tax of the most recent year for individual or separate financial reports.
-
Note 11:a. This column should explicitly state the amount of remuneration received by the directors of the Company from businesses other than subsidiaries or from the parent company
-
b. If a director of the Company receives remuneration from a subsidiary or a parent company, the remuneration received by the director of the Company from a subsidiary or a parent company should be included in column I of the remuneration scale and the name of the column should be changed to “Parent and All Transferred Subsidiaries”.
-
c. Remuneration refers to the compensation, remuneration (including remuneration to employees, directors and supervisors) and business execution expenses of the Company’s directors in their capacity as directors, supervisors or managers of a business other than a subsidiary or a parent company.
-
*The compensation disclosed in this table is different from the concept of income under the Income Tax Act, therefore, the purpose of this table is for information disclosure and not for tax purposes.
-
16 -
(2) Remuneration of General Manager, and Deputy General Manager in recent years:
NT$1,000
| Title | Name | Salary (A) (Note 2) |
Salary (A) (Note 2) |
Severance Pay (B) | Severance Pay (B) | Bonus and special allowance, etc. (C)(Note 3) |
Bonus and special allowance, etc. (C)(Note 3) |
Employee bonus (D) (Note 4) |
Employee bonus (D) (Note 4) |
Employee bonus (D) (Note 4) |
Employee bonus (D) (Note 4) |
Ratio of Total (A+B+C+D) to Ne |
Remuneration t Income (Note 8) |
Compensation Paid to Directors from an Invested Company Other than the Company’s Subsidiary (Note 9) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | Companies in the consolidated financial statements (Note 5) |
The Company | Companies in the consolidated financial statements (Note 5) |
The Company |
Companies in the consolidated financial statements (Note 5) |
The Company | Companies in the consolidated financial statements(Note 5) |
The Company | Companies in the consolidated financial statements (Note 5) |
||||||
| Cash Amount |
Stock Amount |
Cash Amount |
Stock Amount |
||||||||||||
| Special assistant of the chairman | KUO,CHUN-HSIUNG | 1,856 | 3,421 | 0 | 0 | 331 | 3,600 | 0 | 0 | 0 | 0 | (1.05%) | (3.39%) | 0 | |
| General Manager | YEH,WEI-LI | 2,025 | 4,425 | 0 | 0 | 331 | 3,476 | 0 | 0 | 0 | 0 | (1.14%) | (3.81%) | 0 | |
| Executive Deputy General Manager of Management Division Financial and AccountingSupervisor |
YU,I-NENG | 1,821 | 2,087 | 0 | 0 | 285 | 2,775 | 0 | 0 | 0 | 0 | (1.02%) | (2.35%) | 0 | |
| Deputy General Manager, Production Department |
TSAI,CHI-HSIU | 1,490 | 1,550 | 0 | 0 | 226 | 1,682 | 0 | 0 | 0 | 0 | (0.83%) | (1.56%) | 0 | |
| Vice General Manager, Clothing Business Department(Note 10) |
YANG,YUAN-PO | 1,438 | 1,438 | 0 | 0 | 245 | 245 | 0 | 0 | 0 | 0 | (0.81%) | (0.81%) | 0 | |
| Total | 8,630 | 12,921 | 0 | 0 | 1,418 | 11,778 | 0 | 0 | 0 | 0 | (4.85%) | (11.92%) | 0 |
*** Regardless of title, any position equivalent to general manager or vice president(For example: President, CEO, Director...etc.etc.)All of these should be disclosed.**
Range of Remuneration
| ge of Remuneration | ||
|---|---|---|
Range of remuneration paid to each of the Company’s General Manager Deputy General Manager |
Name of the General Manager an | d Deputy General Manager |
| The Company (Note 6) | Companies in the consolidated financial statements (Note 7)E | |
| Under NT$ 1,000,000 | ||
| NT$1,000,000 (inclusive) ~ NT$2,000,000 (exclusive) | TSAI,CHI-HSIU, YANG,YUAN-PO | YANG,YUAN-PO |
| NT$2,000,000 (inclusive) ~ NT$3,500,000 (exclusive) | KUO,CHUN-HSIUNG, YEH,WEI-LI, YU,I-NENG | TSAI,CHI-HSIU |
| NT$3,500,000 (inclusive) ~ NT$5,000,000 (exclusive) | YU,I-NENG | |
| NT$5,000,000 (inclusive) ~ NT$10,000,000 (exclusive) | KUO,CHUN-HSIUNG, YEH,WEI-LI | |
| NT$10,000,000 (inclusive) ~ NT$15,000,000 (exclusive) | ||
| NT$15,000,000 (inclusive) ~ NT$30,000,000 (exclusive) | ||
| NT$30,000,000 (inclusive) ~ NT$50,000,000 (exclusive) | ||
| NT$50,000,000 (inclusive) ~ NT$100,000,000 (exclusive) | ||
| NT$100,000,000 or over | ||
| Total | 5 people | 5 people |
Note 1: The names of the general manager and vice president should be listed separately to disclose the amount of each benefit in a summary manner. If a director is also a general manager or vice president, he/she should fill in this table and the Table
- 17 -
(1-1) and (1-2).
Note 2: The most recent annual salary, duty increment and severance pay of the president and vice president are included.
-
Note 3: The amount of bonuses, incentives, transportation expenses, special expenses, allowances, dormitories, provision of cars for the president and vice presidents for the most recent year are included. The nature and cost of the assets provided, the actual or fair market value of rent, fuel and other payments should be disclosed when housing, automobiles and other transportation or personal expenses are provided. If the director have a driver, please include a note stating that the company will pay the driver the relevant compensation, but it will not be counted as remuneration. Salary expense recognized in accordance with IFRS 2, “Share-based Payment,” including the acquisition of employee stock options, new shares with restricted employee rights and participation in cash capital increase to subscribe for shares, should also be included in remuneration.
-
Note 4: The amount of employee compensation (including stock and cash) for the president and vice president approved by the board of directors in the most recent year is included. If the amount cannot be estimated, the proposed distribution for this year is calculated in proportion to the actual distribution last year, and the following table should also be included. Net income after tax refers to the net income after tax of the most recent year.If IFRSs have been adopted, net income after tax is the net income after tax of the most recent year for individual or separate financial statements.
Note 5: The total amount of each remuneration paid to the Company’s General Manager Deputy General Manager by all companies in the consolidated report (including the Company) should be disclosed.
Note 6: The total amount of each remuneration paid by the Company to each director is disclosed in the name of the General Manager Deputy General Manager at the level of vesting.
- Note 7: The total amount of each remuneration paid to each General Manager Deputy General Manager of the Company by all companies in the consolidated report (including the Company) should be disclosed, and the names of the General Manager Deputy General Manager should be disclosed at the level to which they belong.
Note 8: The net income after tax refers to the net income after tax of the most recent year for individual or separate financial reports.
Note 9: a. This column should explicitly state the amount of remuneration received by the General Manager Deputy General Manager of the from businesses other than subsidiaries or from the parent company.
-
b. If a director of the Company receives remuneration from a subsidiary or a parent company, the remuneration received by the General Manager Deputy General Manager of the Company from a subsidiary or a parent company should be included in column I of the remuneration scale and the name of the column should be changed to “Parent Company and All Transferred Subsidiaries”
-
c. Remuneration refers to the compensation, remuneration (including remuneration to employees, directors and supervisors) and business execution expenses of the Company’s directors in their capacity as directors, supervisors or managers of a business other than a subsidiary or a parent company.
-
*The compensation disclosed in this table is different from the concept of income under the Income Tax Act, therefore, the purpose of this table is for information disclosure and not for tax purposes. Note 10: Resigned Jun. 30, 2020.
(4) Name of manager for employee bonus distribution and the circumstances of distribution: None
-
4.An analysis of the total compensation paid to the Company’s directors, supervisors, general manager and deputy general manager percentage of net income after tax for the most recent two-year period for the Company and all consolidated companies, respectively, and a description of the policy, standard and combination of compensation payments, the process for setting compensation, and the relationship to operating performance and future risks:
-
(1).The Company Total remuneration paid to The Company directors, supervisors, general manager and deputy general manager as a percentage of net income after tax for the last two years:
| 2019 Ratio of total remuneration to net income after tax (%) | 2019 Ratio of total remuneration to net income after tax (%) | 2020 Ratio of total remuneration to net income after tax (%) | 2020 Ratio of total remuneration to net income after tax (%) | |
|---|---|---|---|---|
| The Company | Companies in the consolidated financial statements |
The Company | Companies in the consolidated financial statements |
|
| Directors | 3.21 | 8.41 | (5.02) | (16.86) |
| General Manager and Deputy General Manager |
1.95 | 4.80 | (4.85) | (11.92) |
(2).The Company's policy, criteria and composition of compensation payments, procedures for setting compensation, and the correlation with operating performance and future risks
The Company may pay remuneration to its directors and supervisors for the performance of their duties, regardless of the Company's operating profit or loss. The remuneration shall be determined by the extent of their participation in the Company's operations and the value of their contributions, and shall not exceed 15% of the maximum salary stipulated in the Company's salary plan. The remuneration of directors and supervisors shall not exceed three percent of the available earnings. The salaries of the President and Vice President are determined in accordance with the "Salary Management Regulations" and are based on the content of the positions held and on industry standards; employee bonuses are paid in accordance with the annual audited earnings, Article 26 of the Company's Articles of Incorporation and employee performance. The Company's remuneration policy and amount are disclosed annually in the annual report in accordance with laws and regulations, and the appropriation of earnings is approved by the board of directors with limited future risk.
- 18 -
Ⅲ. Implementation of Corporate Governance
1.Information on the operation of Board of Directors
(1). In recent years (2020.01.01~2021.04.30), there are 9 Board of Directors Meeting (A).
The attendance of directors was as follows:
| Title | Title | Name(Note 1) | Attendance B |
Attend by proxy |
Attendance Rate (%) (B/A) (Note 2) |
Remark | ||
|---|---|---|---|---|---|---|---|---|
| Chairman | YEH,CHIA-MING | 9 | 0 | 100.00 | ||||
| Directors | Fuhua Investment Co., Ltd. Representative: YEH,CHIA-HAO |
9 | 0 | 100.00 | ||||
| Directors | Fuhua Investment Co., Ltd. Representative: YEH,WEI-LI |
9 | 0 | 100.00 | ||||
| Directors | Fuhua Investment Co., Ltd. Representative: KUO,CHUN- HSIUNG |
9 | 0 | 100.00 | ||||
| Independent Director | HUANG,CHUN-JEN | 9 | 0 | 100.00 | ||||
| Independent Director | SU,PO-CHENG | 9 | 0 | 100.00 | ||||
| Independent Director | TSAI,CHI-CHUN | 5 | 0 | 100.00 |
Newly elected on 2020.06.11 | |||
| Other mentionable items: 1. If the Board of Directors' meeting is held under any of the following circumstances, the date and date of the meeting, the content of the motion, the opinions of all independent directors and the Company's handling of the opinions of the independent directors shall be stated. (1) The matters listed in Article14-3 of the Securities and Exchange Act. |
||||||||
| Date of the meetings | Content of Proposals | |||||||
| 2020/01/14 16th Board 18th Meeting |
(1) The endorsement and guarantee case for Vietnam Deli Industrial Co. was approved. (2) Lending of funds through the Company to MJ DE-YI INTERNATIONAL LTD. was approved. (3) Purchase of BUDWEISER HONG KONG HOLDING COMPANY,LIMITED from TUNG MING TEXTILE CO.,LTD. and EDEN ROAD INTERNATIONAL LIMITED through its subsidiary, MJ DE-YI INTERNATIONAL LTD. was approved. (4) Purchase of LUCKY UNIQUE ENT. CO. ,LTD through the Company from TUNG MING TEXTILE CO.,LTD. was approved. (5) The salary adjustment of Chairman, Mr. YEH,CHIA-MING, President, Mr. YEH,WEI-LI, and Head of Investor Relations of the Management Department, Mrs. CHI,WEI-HSIEN was approved. (6) The salary adjustment of General Manager, KUO,CHUN-HSIUNG, was approved. (7) The payment of year-end bonus for 2019 by the chairman of the board of directors, Mr. YEH,CHIA-MING, the president, Mr. YEH,WEI-LI, and the head of investor relations of the management department, Mrs. CHI,WEI-HSIEN, was approved. (8) Capital financing to a related party, Ye Fulin, through Hangzhou Deli Textile Co. was approved. Opinion of Independent Director: None. The Company’s Handling of the Opinions of Independent Director: None. RESOLUTION: The resolution waspassed byall directorspresent. |
|||||||
| 2020/03/12 16th Board 19th Meeting |
(1) The renewal of the directors’ and supervisors’ liability insurance with Shin Kong Insurance Co. was approved. (2) Donation of NT$3 million to the Deloitte & Touche Educational Foundation through the Company was approved. (3) Capital financing to a related party, Ye Fulin, through Hangzhou Deli Textile Co. was approved. Opinion of Independent Director: None. The Company’s Handling of the Opinions of Independent Director: None. RESOLUTION: The resolution was passed by all directors present. |
|||||||
| 2020/04/20 16th Board 20th Meeting |
(1) The motion of changing the proxy spokesperson was approved. (2) The release of new directors from the non-competition restriction was approved. (3) The release of General Manager, KUO,CHUN-HSIUNG, from the non-competition restriction was approved. (4) The Company disposed the shares of TUNG MING TEXTILE CO.,LTD. to its subsidiary, LUCKY UNIQUE ENT. CO. ,LTD, was approved. Opinion of Independent Director: None. The Company’s Handlingof the Opinions of Independent Director: None. |
- 19 -
| Title | Name(Note 1) | Attendance B |
Attend by proxy |
Attendance Rate (%) (B/A) (Note 2) |
Remark | ||
|---|---|---|---|---|---|---|---|
| RESOLUTION: The resolution waspassed byall directorspresent. | |||||||
| Date of the meetings | Content of Proposals | ||||||
| 2020/06/11 17th Board 1st Meeting (Temporary) |
(1) The election of the chairman of the board of directors by the new directors was approved. (2) The election of Deputy Chairman by the new directors was approved. Opinion of Independent Director: None. The Company’s Handling of the Opinions of Independent Director: None. RESOLUTION: The resolution waspassed byall directorspresent. |
||||||
| 2020/06/19 17th Board 2nd Meeting |
(1) The reappointment of General Manager, Mr. YEH,WEI-LI, was approved. (2) The promotion of General Manager KUO,CHUN-HSIUNG to Special Assistant to the Chairman was approved. (3) The disposed of the shares of LUCKY UNIQUE ENT. CO. ,LTD, was approved. (4) Abandoned the cash capital increase to BUDWEISER HONG KONG HOLDING COMPANY,LIMITED through its subsidiary, British Virgin Islands Deyi International Co., Ltd. was approved. (5) Lending the Company’s capital to Vietnam Deli Industrial Co. was approved. Opinion of Independent Director: None. The Company’s Handling of the Opinions of Independent Director: None. RESOLUTION: The resolution waspassed byall directorspresent. |
||||||
| 2020/08/06 17th Board 3rd Meeting |
(1) Deputy Chairman YEH,CHIA-HAO’s payroll recognition case was approved. (2)Special assistant of the chairman KUO,CHUN-HSIUNG’s payroll recognition case was approved. (3) Through a joint credit agreement (the "Credit Agreement") dated February 13, 2019, between the Company and a joint credit syndicate with Wang Tao Commercial Bank as the host bank and the managing bank, with a total credit amount of NT$220 million. It is proposed to apply for a waiver from the syndicate of joint creditors for the performance of certain obligations under the credit agreement, and to revise the credit agreement in conjunction with the new guarantee line for the issuance of medium-term commercial paper (C/P) and the revision of other covenants. (4) Approved the cancellation of investment in garment factories in Vietnam. (5) Approved the establishment of the Company's "Standard Operating Procedures for Handling Directors' Requests". (6) Lending the Company’s capital to TOTAL EXPRESS LTD was approved. (7) The endorsement and guarantee case for Zhejiang Xinhu Venture Investment Co,.Ltd. was approved. (8) Approved the Company’s capital increase to Zhejiang Xinhu Venture Investment Co,.Ltd. Opinion of Independent Director: None. The Company’s Handling of the Opinions of Independent Director: None. RESOLUTION: The resolution waspassed byall directorspresent. |
||||||
| 2020/11/06 17th Board 4thMeeting |
(1) Approved the Company’s capital increase to MJ DE-YI INTERNATIONAL LTD. (2) The endorsement and guarantee case for NEW LAKE LIMITED was approved. Opinion of Independent Director: None. The Company’s Handling of the Opinions of Independent Director: None. RESOLUTION: The resolution waspassed byall directorspresent. |
||||||
| 2021/01/22 17th Board 5th Meeting |
(1) The payment of year-end bonus for 2020 by the chairman of the board of directors, Mr. YEH,CHIA-MING, the General Manager, Mr. YEH,WEI-LI, and Deputy Chairman YEH,CHIA-HAO, was approved. (2) Approved the payment of year-end bonus for the year 2020 to KUO,CHUN-HSIUNG, Special Assistant to the Chairman of the Board of Directors of the Company. (3) The endorsement and guarantee case for Vietnam Deli Industrial Co. was approved. (4) Approved the restructuring of the Group’s investment in EDEN ROAD INTERNATIONAL LIMITED. Opinion of Independent Director: None. The Company’s Handling of the Opinions of Independent Director: None. RESOLUTION: The resolution waspassed byall directorspresent. |
||||||
| 2021/03/15 17th Board 6th Meeting |
(1) The renewal of the directors’ and supervisors’ liability insurance with Shin Kong Insurance Co. was approved. (2) Approved the case of investment in China. Opinion of Independent Director: None. The Company’s Handling of the Opinions of Independent Director: None. RESOLUTION: The resolution waspassed byall directorspresent. |
||||||
| (2) Other than the foregoing, other resolutions of the Board of Directors that were opposed or qualified by the independent directors and for which records or written statements are available: The independent directors of the Company concurred with the significant resolutions of the Board of Directors and did not have any opposing or qualified opinions. 2. In the case of recusal of a director from the implementation of an interest motion,the name of the director,the content of the motion,the |
- 20 -
| Title | Name(Note 1) | Attendance B |
Attend by proxy |
Attendance Rate (%) (B/A) (Note 2) |
Remark |
|---|---|---|---|---|---|
| reasons for recusal and the circumstances of participation in voting should be stated: (1) Board of Directors’ Meeting on January 14, 2020 (the 18th meeting of the 16th Board): 1. Regarding discussion on the remuneration change for the Chairman, YEH,CHIA-MING, general manager, YEH,WEI-LI and supervisor of investors’ relation in management department and associate, CHI,WEI-HSIEN, it was approved after the proxy chairman(representative of institutional director, KUO,CHUN-HSIUNG) asked the opinions from all attending directors (does not include chairman, YEH,CHIA- MING, representative of institutional director, YEH,CHIA-HAO and representative of institutional director and general manager, YEH,WEI-LI because of interest avoidance; YEH,CHIA-MING, YEH,CHIA-HAO and YEH,WEI-LI are brothers; YEH,CHIA-MING and CHI,WEI- HSIEN are husband and wife; YEH,CHIA-HAO and YEH,WEI-LI and CHI,WEI-HSIEN are of second degree kinship). 2. Representative of institutional director and general manager, KUO,CHUN-HSIUNG: Regarding the renumeration change to general manager, KUO,CHUN-HSIUNG, it was approved after the chairman asked the opinions from all attending directors (does not include representative of institutional director and general manager, KUO,CHUN-HSIUNG, because of interest avoidance). 3. Chairman, YEH,CHIA-MING, representative of institutional director, YEH,CHIA-HAO and representative of institutional director and general manager, YEH,WEI-LI: Regarding distribution of 2019 annual bonus for chairman YEH,CHIA-MING, executive deputy general manager, YEH,WEI-LI and supervisor of investors’ relation in management department and associate, CHI,WEI-HSIEN, it was approved after the proxy chairman(representative of institutional director, KUO,CHUN-HSIUNG) asked the opinions from all attending directors (does not include chairman, YEH,CHIA-MING, representative of institutional director, YEH,CHIA-HAO and representative of institutional director and general manager, YEH,WEI-LI, because of interest avoidance; YEH,CHIA-MING, YEH,CHIA-HAO and YEH,WEI-LI are brothers; YEH,CHIA-MING and CHI,WEI-HSIEN are husband and wife; YEH,CHIA-HAO and YEH,WEI-LI and CHI,WEI-HSIEN are of second degree kinship) 。4. Representative of institutional director and general manager, KUO,CHUN-HSIUNG: Regarding the distribution of 2019 annual bonus for general manager KUO,CHUN-HSIUNG, it was approved after the chairman asked the opinions from all attending directors (does not include director, KUO,CHUN-HSIUNG, because of interest avoidance). 5. Regarding the fund financing of Hangzhou DE LICACY INDUSTRIAL CO., LTD.to the related party, YEH,FU-LIN, it was approved after the proxy chairman (representative of institutional director, KUO,CHUN-HSIUNG)asked the opinions from all attending directors (does not include chairman, YEH,CHIA-MING, representative of institutional director and general manager, YEH,WEI-LI, representative of institutional director, YEH,CHIA-HAO, because of interest avoidance). (2) Board of Directors’ Meeting on Mar. 12, 2020 (the 19th meeting of the 16th Board): 1. Chairman, YEH,CHIA-MING, representative of institutional director and general manager, YEH,WEI-LI, and representative of institutional director, YEH,CHIA-HAO: Regarding the fund financing of Hangzhou DE LICACY INDUSTRIAL CO., LTD. to the related party, YEH,FU-LIN, it was approved after the proxy chairman (representative of institutional director, KUO,CHUN-HSIUNG) asked the opinions from all attending directors (does not include chairman, YEH,CHIA-MING, representative of institutional director and general manager, YEH,WEI-LI and representative of institutional director, YEH,CHIA-HAO, because of interest avoidance; YEH,CHIA-MING, YEH,CHIA-HAO and YEH,WEI-LI are brothers). (3) Board of Directors’ Meeting on April 20, 2020 (the 20th meeting of the 16th Board): 1. KUO,CHUN-HSIUNG, the General Manager, was unanimously approved by the Chairman after consultation with all Directors present (excluding Mr. KUO,CHUN-HSIUNG, the General Manager, who is recused from the Board) for the release of non-competition restriction. (4) Board of Directors’ Meeting on Jun. 19, 2020 (the 2nd meeting of the 17th Board): 1. Chairman, YEH,CHIA-MING, representative of institutional director and deputy director, YEH,CHIA-HAO and representative of institutional director and general manager: Regarding the the re-appointment of general manager, YEH, WEI-LI, it was approved after the proxy chairman (representative of institutional director, KUO,CHUN-HSIUNG) asked the opinions from all attending directors (does not include chairman, YEH,CHIA-MING, representative of institutional director and deputy chairman, YEH,CHIA-HAO and representative of institutional director and general manager, YEH, WEI-LI, because of the interest avoidance; YEH,CHIA-MING, YEH,CHIA-HAO and YEH,WEI-LI are brothers). 2. Regarding the promotion of the representative of institutional director and general manager, KUO,CHUN-HSIUNG as special assistant of chairman, it was approved after the chairman ased the opinions from all attending directors (does not include the general manager, KUO,CHUN-HSIUNG because of the interest avoidance). (5) Board of Directors’ Meeting on Aug. 6, 2020 (the 3rd meeting of the 17th Board): 1. Chairman, YEH,CHIA-MING, representative of institutional director and deputy director, YEH,CHIA-HAO and representative of institutional director and general manager: Regarding the recognition of the review on remuneration for general manager, YEH, WEI-LI, it was approved after the proxy chairman (representative of institutional director, KUO,CHUN-HSIUNG) asked the opinions from all attending directors (does not include chairman, YEH,CHIA-MING, representative of institutional director and deputy chairman, YEH,CHIA-HAO and representative of institutional director and general manager, YEH, WEI-LI, because of the interest avoidance; YEH,CHIA-MING, YEH,CHIA-HAO and YEH,WEI-LI are brothers). 2. Regarding the recognition of the review on remuneration for representative of institutional director and special assistant of chairman, KUO,CHUN-HSIUNG,it was approved after the chairman ased the opinions from all attendingdirectors(does not include the special |
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| Title | Name(Note 1) | Attendance B |
Attend by proxy |
Attendance Rate (%) (B/A) (Note 2) |
Remark |
|---|---|---|---|---|---|
| assistant of chairman, KUO,CHUN-HSIUNG because of the interest avoidance). (6) Board of Directors’ Meeting on Jan. 22, 2021 (the 5th meeting of the 17th Board): 1. Chairman, YEH,CHIA-MING, representative of institutional director and deputy director, YEH,CHIA-HAO and representative of institutional director and general manager: Regarding the distribution of 2020 annual bonus for general manager, YEH, WEI-LI, it was approved after the proxy chairman (representative of institutional director, KUO,CHUN-HSIUNG) asked the opinions from all attending directors (does not include chairman, YEH,CHIA-MING, representative of institutional director and deputy chairman, YEH,CHIA-HAO and representative of institutional director and general manager, YEH, WEI-LI, because of the interest avoidance; YEH,CHIA-MING, YEH,CHIA-HAO and YEH,WEI-LI are brothers) 2. Regarding the recognition of the review on remuneration for representative of institutional director and special assistant of chairman, KUO,CHUN-HSIUNG, it was approved after the chairman ased the opinions from all attending directors (does not include the special assistant of chairman, KUO,CHUN-HSIUNG because of the interest avoidance). 3. The listed company shall disclose the periodicity and duration, scope, manner and content of the evaluation of the self- (or peer) evaluation by the board of directors, and fill out Appendix 2(2) on the implementation of the evaluation by the board of directors. Status of implementation on the evaluation of the Board of Directors: Evaluation cycle(Note 1) Evaluationperiod(Note 2) Evaluation scope(Note 3) Evaluation methods(Note 4) Executed once a year 2020.01. 01~2020.12. 31 The Board of Directors Individual Board Members Audit Committee and Compensation Committee Self-evaluation by the members Self-evaluation by the members of the Board of Directors Evaluation content(Note 5) (1) Evaluation on the performance of the Board of Directors: Participation in the Company’s operations, enhancement of the quality of board decisions, board composition and structure, selection and continuing education of directors, and internal control. (2) Evaluation on the performance of individual members of the Board: The company’s objectives and tasks, the directors’ awareness of their responsibilities, their involvement in the company’s operations, internal relations and communication, the directors’ professional and continuing education, and internal control. (3) Evaluation on the Performance of the Functional Committee: Participation in the company’s operations, awareness of functional committee responsibilities, improvement of the quality of functional committee decisions, composition and selection of functional committee members, and internal control. Note 1: This represents the execution cycle of the Board of Directors' evaluation. Note 2: The period covered by the Board of Directors' evaluation is included. Note 3: The scope of the evaluation includes the performance evaluation of the Board of Directors, individual board members and functional committees. Note 4: The methods of evaluation include internal self-evaluation by the board of directors, self-evaluation by board members, peer evaluation, appointment of external professional organizations, experts or other appropriate methods for performance evaluation. Note 5: The evaluation includes at least the following items according to the scope of the evaluation. (1) Evaluation on the performance of the Board of Directors: Participation in the Company’s operations, enhancement of the quality of board decisions, board composition and structure, selection and continuing education of directors, and internal control. (2) Evaluation on the performance of individual members of the Board: The company’s objectives and tasks, the directors’ awareness of their responsibilities, their involvement in the company’s operations, internal relations and communication, the directors’ professional and continuing education, and internal control. (3) Evaluation on the Performance of the Functional Committee: Participation in the company’s operations, awareness of functional committee responsibilities, improvement of the quality of functional committee decisions, composition and selection of functional committee members, and internal control. Note 6: Please refer to the Company's website for the self-assessment results of the Board of Directors' performance evaluation for 2020. 4. Assessment of the current and most recent year’s goals for enhancing the functions of the Board of Directors (e.g., establishing an audit committee, enhancing information transparency, etc.) and their implementation: (1).The Company continues to implement the immediate announcement of significant resolutions of the Board of Directors on the Company's website and the reporting of financial and business information on the Market Observation Post System (MOPS) in accordance with the regulations, and to take out liability insurance for directors and supervisors in order to enhance the transparency of information on the Company's operations and to protect the interests of shareholders. (2).The Company has established an audit committee to strengthen the functions of the board of directors and to implement corporate governance. (3).For 2020 and up to the printing date of the annual report, the motions listed in accordance with the Company Act and Article 14-3 and Article 14- 5 of the Securities and Exchange Act that should be submitted to the Audit Committee for approval or that must be submitted to the |
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| Title Name(Note 1) Attendance B Attend by proxy Attendance Rate (%) (B/A) (Note 2) Remark |
|---|
| Board of Directors for resolution are submitted to the Board of Directors for resolution and execution after the Audit Committee has |
| approved them. |
| (4).In accordance with the amended provisions of the Financial Supervisory Commission, the Company approved the amendments to the |
| “Procedures for Handling the Acquisition or Disposal of Assets”, “Procedures for Endorsement and Guarantee” and “Procedures for Lending |
| Funds to Others” at the 13th meeting of the 16th Board of Directors on March 18, 2019. |
| (5).In accordance with the amended provisions of the Financial Supervisory Commission, the Company approved the amendments to the |
| “Procedures for Lending Funds to Others” and the “Internal Control System” at the 17th meeting of the 16th Board of Directors on |
| November 4,2019. |
-
Note 1: If a director or supervisor is a corporation, the name of the corporation’s shareholder and the name of its representative shall be disclosed.
-
Note 2: (1) If a director or supervisor vacates his or her position prior to the end of the year, the date of vacancy should be indicated in the
-
Remarks column, and the actual attendance rate (%) should be calculated based on the number of meetings of the Board of Directors and the actual number of attendance during his or her employment.
-
(2) If there is a change of director and supervisor before the end of the year, the new and old director and supervisor should be listed, and the date of change should be indicated in the Remarks column as the old, new or re-elected director and supervisor. The
-
actual attendance rate (%) is calculated based on the number of meetings held by the Board of Directors and the actual number of
-
attendance during the term of his employment.
(2) Attendance of Members at Audit Committee Meetings:
In recent years (2020.01.01~2021.04.30), there are 9 Audit Committee Meeting (A). The attendance of independent directors was as follows:
| Title | Name | Attendance B |
Attend by proxy |
Attendance Rate (%) (B/A)(Note) |
Remark |
|---|---|---|---|---|---|
| Independent Director |
HUANG,CHUN-JEN | 9 | 0 | 100.00 | Newly elected 2020.06.11 |
| Independent Director |
SU,PO-CHENG | 9 | 0 | 100.00 | |
| Independent Director |
TSAI,CHI-CHUN | 5 | 0 | 100.00 | |
| Other mentionable items: 1. If the Audit Committee’ meeting is held under any of the following circumstances, the date and date of the meeting, the content of the motion, the opinions of all audit committee members and the Company’s handling of the opinions of the audit committee shall be stated. (1) The matters listed in Article14-5 of the Securities and Exchange Act. 1. Jan. 14, 2020 (1st Committee 15th Meeting) Audit Committee: (1) The endorsement and guarantee case for Vietnam Deli Industrial Co. (2) The endorsement and guarantee case for Victory Cayman Holdings Co., Ltd. (3) Lending the Company’s capital to Vietnam Deli Industrial Co. (4) Lending of funds through the Company to MJ DE-YI INTERNATIONAL LTD. (5) Purchase of BUDWEISER HONG KONG HOLDING COMPANY,LIMITED from TUNG MING TEXTILE CO.,LTD. and EDEN ROAD INTERNATIONAL LIMITED through its subsidiary, MJ DE-YI INTERNATIONAL LTD. (6) Purchase of LUCKY UNIQUE ENT. CO. ,LTD through the Company from TUNG MING TEXTILE CO.,LTD. (7) Capital financing to a related party, Ye Fulin, through Hangzhou Deli Textile Co. (8) The endorsement and guarantee case for APEX (ANQING)TEXTILE CO.,LTD. The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit Committee. The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the Audit Committee's resolution. 2. Mar. 12, 2020 (1st Committee 16th Meeting) Audit Committee: (1) Business Report, Financial Statements and Consolidated Financial Statements for 2019 (2) The Company 2019 “Statement of Internal Control System”. (3) The endorsement and guarantee case for DE-FA INTERNATIONAL INDUSTRIAL CO., LTD. (4) The endorsement and guarantee case for Hangzhou Deli Textile Co., Ltd. (5) The endorsement and guarantee case for EDEN ROAD INTERNATIONAL LIMITED (6) The endorsement and guarantee case for Vietnam Deli Industrial Co. (7) Lending the Company’s capital to Vietnam Deli Industrial Co. (8)Donation of NT$3 million to the Deloitte & Touche Educational Foundation through the Company. |
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(9) The renewal of the directors’ and supervisors’ liability insurance with Shin Kong Insurance Co. (10) Capital financing to a related party, Ye Fulin, through Hangzhou Deli Textile Co. The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit Committee. The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the Audit Committee's resolution. 3. Apr. 20, 2020 (1st Committee 17th Meeting) Audit Committee: (1) The motion of changing the proxy spokesperson (2) The release of new directors from the non-competition restriction (3) The release of General Manager, KUO,CHUN-HSIUNG, from the non-competition restriction (4) The release of managers from the non-competition restriction (5) Disposal of the shares of TUNG MING TEXTILE CO.,LTD. to its subsidiary, LUCKY UNIQUE ENT. CO. ,LTD, (6) The endorsement and guarantee case for Zhejiang Xinhu Venture Investment Co,.Ltd. (7) The endorsement and guarantee case for EDEN ROAD INTERNATIONAL LIMITED The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit Committee. The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the Audit Committee's resolution. 4. May. 8, 2020 (1st Committee 18th Meeting) Audit Committee: (1) Discussion of endorsement of guarantees for EDEN ROAD INTERNATIONAL LTD. and Defa International Industrial Co., Ltd. The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit Committee. The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the Audit Committee's resolution. 5. Jun. 19, 2020 (2nd Committee 1st Meeting) Audit Committee: (1) Discussion on the election of the convener and chairman of the second Audit Committee (2) The appointment of General Manager, Mr. YEH,WEI-LI. (3) The promotion of General Manager KUO,CHUN-HSIUNG to Special Assistant to the Chairman (4) Disposal of the shares of the subsidiary, LUCKY UNIQUE ENT. CO. ,LTD, (5) Abandoned the cash capital increase to BUDWEISER HONG KONG HOLDING COMPANY,LIMITED through its subsidiary, British Virgin Islands Deyi International Co., Ltd. (6) Lending the Company’s capital to Vietnam Deli Industrial Co. (7) The endorsement and guarantee case for Vietnam Deli Industrial Co. (8) The endorsement and guarantee case for Zhejiang Xinhu Venture Investment Co,.Ltd (9) The endorsement and guarantee case for Hangzhou Deli Textile Co., Ltd. (10) Donation of NT$3 million to the Deloitte & Touche Educational Foundation through the Company. The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit Committee. The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the Audit Committee's resolution. 6. Aug. 06, 2020 (2nd Committee 2nd Meeting) Audit Committee: (1) Discussion of consolidated financial statements for the second quarter of 2020 (2) Cancellation of garment factory investment in Vietnam. (3) Lending of funds to Vietnam Deli Industrial Co. (4) Lending of funds to TOTAL EXPRESS LTD. (5) Lending of funds to MJ DE-YI INTERNATIONAL LTD (6) The endorsement and guarantee case for Hangzhou Deli Textile Co., Ltd. (7) The endorsement and guarantee case for Zhejiang Fufa Textile Co., Ltd. (8) The endorsement and guarantee case for CHADTEX INDUSTRIAL CO., LTD. (9) The endorsement and guarantee case for Zhejiang Xinhu Venture Investment Co,.Ltd. (10) Discussion of endorsement of guarantees for EDEN ROAD INTERNATIONAL LIMITED (BVI), Co., EDEN ROAD INTERNATIONAL LIMITED (Hong Kong) and DE-FA INTERNATIONAL INDUSTRIAL CO., LTD. (11) The Company’s capital increase to Zhejiang Xinhu Venture Investment Co,.Ltd. The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit Committee. The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the Audit Committee's resolution. 7. Nov. 06, 2020 (2nd Committee 3rd Meeting) Audit Committee: (1) Budget Discussions for 2021
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| (2) Audit Plan Discussions for 2021 | (2) Audit Plan Discussions for 2021 | ||
|---|---|---|---|
| (3) Discussion on the evaluation of independence on the certified accountants for 2020 | |||
| (4) Approved the Company’s capital increase to MJ DE-YI INTERNATIONAL LTD | |||
| (5) Discussion on lending of funds to Victory Cayman Holdings Co., Ltd. | |||
| (6) Discussion on the endorsement and guarantee case for CHADTEX INDUSTRIAL CO., LTD. | |||
| (7) Discussion on the endorsement and guarantee case for Victory Cayman Holdings Co., Ltd. | |||
| (8) Discussion on the endorsement and guarantee case for NEW LAKE LIMITED. | |||
| (9) Discussion on the endorsement and guarantee case for EDEN ROAD INTERNATIONAL LIMITED | |||
| (10) Discussion on the endorsement and guarantee case for DE-FA INTERNATIONAL INDUSTRIAL CO., LTD. | |||
| The result of the resolution of | the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit | ||
| Committee. | |||
| The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the Audit | |||
| Committee's resolution. | |||
| 8. Jan. 22, 2021 (2nd Committee | 4th Meeting) Audit Committee: | ||
| (1) Lending of funds to Vietnam Deli Industrial Co. | |||
| (2) Discussion on the endorsement and guarantee case for Vietnam Deli Industrial Co. | |||
| (3) The endorsement and guarantee case for Victory Cayman Holdings Co., Ltd. | |||
| (4) The endorsement and guarantee case for APEX (ANQING)TEXTILE CO.,LTD. | |||
| (5) The endorsement and guarantee case for TOTAL EXPRESS LIMITED. | |||
| (6) Discussion on the endorsement and guarantee case for EDEN ROAD INTERNATIONAL LIMITED (domiciled in the Virgin Islands) | |||
| (7) Discussion on the endorsement and guarantee case for EDEN ROAD INTERNATIONAL LIMITED (Registered Office: Hong Kong) | |||
| (8) Discussion on the endorsement and guarantee case for DE-FA INTERNATIONAL INDUSTRIAL CO., | LTD. | ||
| (9) Approved the restructuring of the Group’s investment in EDEN ROAD INTERNATIONAL LIMITED | |||
| The result of the resolution of the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit | |||
| Committee. | |||
| The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the | resolution in accordance with the | ||
| Audit Committee's resolution. | |||
| 9. Mar. 15, 2021 (2nd Committee 5th Meeting) Audit Committee: | |||
| (1) Discussion on Business Report, Financial Statements and Consolidated Financial Statements for 2020 | |||
| (2) Discussion on the appropriation of losses for the year 2020 | |||
| (3) The Company 2020 “Statement of Internal Control System”. | |||
| (4) The endorsement and guarantee case for Hangzhou Deli Textile Co., Ltd. | |||
| (5) The endorsement and guarantee case for Vietnam Deli Industrial Co. | |||
| (6) Lending of funds to Vietnam Deli Industrial Co. | |||
| (7) The renewal of the directors’ and supervisors’ liability insurance with Shin Kong Insurance Co. | |||
| (8) The case of investment in China | |||
| The result of the resolution of | the Audit Committee: The resolution of the Audit Committee was approved by all members of the Audit | ||
| Committee. | |||
| The Company's handling of the Audit Committee's opinion: All directors present agreed to pass the resolution in accordance with the Audit | |||
| Committee's resolution. | |||
| (2) Except for the preceding matters, other matters not approved by the Audit Committee and approved | by two-thirds of all directors: None. | ||
| 2. In the case of recusal of an independent director from the implementation of an interest motion, the name of the independent director, the | |||
| content of the motion, the reasons for recusal and the circumstances of participation in voting should be stated: None. | |||
| 3. Communication between the independent directors and the internal auditors and accountants (including the material matters, manner and | |||
| results of communication regarding the Company's financial and business conditions). | |||
| (1) The independent directors and the head of internal audit communicate with each other through quarterly meetings of the board of | |||
| directors, and the head of internal audit regularly reports on audit operations to the independent directors at these meetings. There were | |||
| no such special circumstances in the year 2020 and up to the date of the annual report. The independent directors of the Company have | |||
| good communication with the head of internal audit. | |||
| Communications among independent directors and internal audit supervisors: | |||
| Date of the meetings | Communication Items | Communication Results | |
| 2019 Season 4 Implementation Report on Internal Audit Business | Approved by Independent Directors | ||
| March 12, 2020 | 2019 “Statement of Internal Control System” | Approved by Independent Directors | |
| May 8, 2020 | 2020 Season 1 Implementation Report on Internal Audit Business | Approved by Independent Directors | |
| Aug. 6, 2020 | 2020 Season 2 Implementation Report on Internal Audit Business | Approved by Independent Directors |
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| 2020 Season 3 Implementation Report on Internal Audit Business | 2020 Season 3 Implementation Report on Internal Audit Business | Approved by Independent Directors | |||
|---|---|---|---|---|---|
| Nov. 6, 2020 | 2020 Audit Plan | Approved by Independent Directors | |||
| 2020 Season 4 Implementation Report on Internal Audit Business | Approved by Independent Directors | ||||
| Mar. 12, 2021 | 2020 “Statement of Internal Control System” | Approved by Independent Directors | |||
| (2) The independent directors and the certifying accountant communicate with each other through post-audit or post-review meetings. The | |||||
| certifying accountant communicates with the independent directors and the chief financial officer on | a quarterly basis regarding the results | ||||
| of the audit or review of the financial statements and whether there is any impact on the adjustment | of the financial statements or other | ||||
| related statutory amendments. | There were no such special circumstances in the year 2020 and as of the date of this annual report. The | ||||
| independent directors of the Company have good communication with the certified accountants. | |||||
| Communications among independent directors and the CPAs: | |||||
| Date of the meetings | Communication Items | Communication Results | |||
| To discuss the audit of the financial statements for the year | Approved by Independent Directors |
||||
| Feb. 25, 2020 | 2019, including the problems encountered in the audit process | ||||
| and the explanations for adjustingthe financial statements. | |||||
| To discuss the review of the financial statements for 2020 Q1, | Approved by Independent Directors |
||||
| Apr. 28, 2020 | including problems encountered in the review process and | ||||
| explanations of adjustments to the financial statements | |||||
| To discuss the review of the financial statements for 2020 Q2, | Approved by Independent Directors |
||||
| Jul. 27, 2020 | including problems encountered in the review process and | ||||
| explanations of adjustments to the financial statements | |||||
| Review of the qualifications, independence and suitability of the | Approved by Independent Directors |
||||
| certifying accountant | |||||
| Oct. 28, 2020 | To discuss the review of the financial statements for 2020 Q3, | ||||
| including problems encountered in the review process and | |||||
| explanations of adjustments to the financial statements | |||||
| To discuss the review of the financial statements for 2020, | Approved by Independent Directors |
||||
| Mar. 02, 2021 | including problems encountered in the review process and | ||||
| explanations of adjustments to the financial statements |
Note: (1) If an independent director vacates his or her position prior to the end of the year, the date of vacancy should be indicated in the Remarks
column, and the actual attendance rate (%) should be calculated based on the number of meetings of the Audit Committee and the actual number of attendance during his or her employment.
- (2) If there is a change of independent directors before the end of the year, the new and old independent directors should be listed, and the
date of change should be indicated in the Remarks column as the old, new or re-elected independent directors. The actual attendance rate
(%) is calculated based on the number of meetings held by the Audit Committee and the actual number of attendance during the term of his employment.
(3) If a company has a compensation committee, it should disclose its composition, duties and operation:
The Compensation Committee is responsible for assisting the Board of Directors in formulating policies and related measures for the evaluation of performance and compensation of directors, supervisors and managers of the Company based on a combination of factors such as the Company's operating performance, individual performance, industry standards and future risks, and evaluating them on a regular basis.
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1. Information on Remuneration Committee Members
| Title (Note 1) |
Criteria Name |
Meets One of the Following Professional Qualification Requirements, Together with at Least Five Years’ Work Experience |
Meets One of the Following Professional Qualification Requirements, Together with at Least Five Years’ Work Experience |
Meets One of the Following Professional Qualification Requirements, Together with at Least Five Years’ Work Experience |
Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Independence Criteria (Note 2) | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Remuneration Committee Member |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
Has work experience in the areas of 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 |
HUANG, CHUN- JEN |
| | | | | | | | | | | None | Not applicable |
||
| Independent Director |
SU,PO- CHENG |
| | | | | | | | | | | None | Not applicable |
||
| Others | CHIANG, SHU- CHING |
| | | | | | | | | | | None | Not applicable |
||
| Note 1: Please enter your status as a director, independent director or other. Note 2: Please tick the corresponding boxes with “” that apply to a member during the two years prior to being elected or during the term(s) of office. (1)Not an employee of the Company or any of its affiliates(2)Not an employee of the Company or any of its affiliates. Not a Director or Supervisor of the Company or its affiliates, however, this does not apply,in case where the person is concurrently working as an Independent Director of the Company or its parent company, subsidiary or subsidiary of the same parent company established according to this Act or local country.. (3)Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person underothers’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company, or ranking in the top 10 in holdings. (4)Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person underothers’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company, or ranking in the top 10 in holdings. (5)Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person underothers’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company, or ranking in the top 10 in holdings. (6)Not a spouse, second-degree relative or third-degree relative of the managers in (1) or persons in (2) or (3).(7)A director, supervisor, or employee who does not directly hold more than five percent of the total issued shares of the company's corporateshareholders, or a director, supervisor, or employee of the top five corporate shareholders who hold shares. (8)A director (director), supervisor (supervisor), manager, or shareholder holding more than 5% of the shares of a specific company or organizationthat does not have financial or business dealings with the Company. (9)Not a professional who provides auditing, nor a professional who provides commercial legal, financial, accounting, or consulting services to the(10)Company or its affiliates with the cumulated remuneration within the last two years less than NT$500,000, nor is an owner, partner, director,supervisor, or manager, or the spouse of any of the above, of a sole proprietorship, partnership, company, or organization that provides such service to the Company or its affiliates, (11)Not been aperson of anyconditions defined in Article 30 of the CompanyAct. |
-
Attendance of Members at Remuneration Committee Meetings:
-
(1) There are 3 members in the Remuneration Committee.
-
(2) The term of office of the current members: June 19, 2020 to June 18, 2023, the most recent year (2020.01.01 to 2021.04.30) the Salary and Compensation Committee held
- four meetings (A), and the qualifications and attendance of the members are as follows:
| follows: | |||||
|---|---|---|---|---|---|
| Title | Name | Attendance in Person (B) |
By Proxy | Attendance Rate (%) (B/A)(Note) |
Remark |
| Independent Director |
HUANG,CHUN-JEN | 4 | 0 | 100.00 | |
| Independent Director |
SU,PO-CHENG | 4 | 0 | 100.00 | |
| Committee member |
CHIANG,SHU-CHING | 4 | 0 | 100.00 |
- 27 -
Other mentionable items:
-
1.If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (If the compensation approved by the Board of Directors is better than that recommended by the Compensation Committee, the difference should be stated and the reasons for the difference): None.
-
2.Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded or declared in writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion should be specified: None.
Note: (1) If a remuneration committee member vacates his or her position prior to the end of the year, the date of vacancy should be indicated in the
-
Remarks column, and the actual attendance rate (%) should be calculated based on the number of meetings of the Remuneration
-
Committee and The actual number of attendance during his or her employment.
-
(2) If there is a change of Remuneration Committee members before the end of the year, the new and old remuneration committee members
-
should be listed, and the date of change should be indicated in the Remarks column as the old, new or re-elected remuneration committee
-
members. The actual attendance rate (%) is calculated based on the number of meetings held by the Remuneration Committee and the
-
actual number of attendance during the term of his employment.
(3)The discussion and results of the Salary and Compensation Committee and the handling of the opinions of the members.
| Remuneration Committee |
Content of Proposals |
|---|---|
| 1st meeting of 2020 2020.03.12 The 3rd Board 9th Meeting |
1. Review the salary and compensation programs to be implemented in 2020. 2. Consider the remuneration of employees and directors of the Company for 2019. The result of the resolution of the Compensation Committee: All members of the Compensation Committee agreed to approve the resolution. The Company’s Handlingof the Opinions of Remuneration Committee: All the directorspresent agreed have approved. |
| 2nd meeting of 2020 2020.08.06 4th Committee 1st meeting |
1. Deputy Chairman YEH,CHIA-HAO’s payroll recognition case. 2. Special assistant of the chairman KUO,CHUN-HSIUNG’s payroll recognition case. 3.Executive Deputy General Manager YU,I-NENG’s payroll recognition case. 4. Deputy General Manager TSAI,CHI-HSIU’s payroll recognition case. The result of the resolution of the Compensation Committee: All members of the Compensation Committee agreed to approve the resolution. The Company’s Handlingof the Opinions of Remuneration Committee: All the directorspresent agreed have approved. |
| 1st meeting of 2021 2021.01.14 4th Committee 2nd meeting |
1. Consider the payment of year-end bonuses to the Chairman and Manager of the Company for 2020. The result of the resolution of the Compensation Committee: All members of the Compensation Committee agreed to approve the resolution. The Company’s Handlingof the Opinions of Remuneration Committee: All the directorspresent agreed have approved. |
| 2nd meeting of 2021 2021.03.15 4th Committee 3rd meeting |
1. Review the salary and compensation programs to be implemented in 2021. 2. Consider the remuneration of employees and directors of the Company for 2020. The result of the resolution of the Compensation Committee: All members of the Compensation Committee agreed to approve the resolution. The Company’s Handlingof the Opinions of Remuneration Committee: All the directorspresent agreed have approved. |
- 28 -
(4) The Company and the Subsidiaries’ Corporate Governance Status, Deviations from “the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons
| Evaluation Item | Implementation Status (Note) | Implementation Status (Note) | Implementation Status (Note) | Implementation Status (Note) | Deviations from “the Corporate Governance Best Practice Principles” and Reasons |
|---|---|---|---|---|---|
| Yes | No | Abstract Illustration | |||
| 1. Does the Company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best- Practice Principles for TWSE/TPEx Listed Companies”? |
| The Company established Corporate Governance Best Practice Principles and disclosed it on the Company’s website and Market Observation Post System. The important principles in the “Code of Corporate Governance Practices for Listed Companies” - protection of shareholders’ rights and interests, corporate governance relationship between the Company and its affiliates, strengthening the functions of the board of directors, performing the functions of the audit committee, respecting the rights and interests of stakeholders, and enhancing the transparency of information - have been explicitly stated and implemented in the Code, taking into account the Company’s industrial environment and legal regulations. |
No major difference |
||
| 2. Shareholding structure & shareholders’ rights (1) Has the Company established internal operating procedures to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement based on the procedures? (2) Does the Company possess the list of its major shareholders as well as the ultimate owners of those shares? (3) Has the Company established and implemented risk management and firewall mechanisms with its affiliates? (4) Has the Company established internal rules against insiders trading with undisclosed information? |
|
(1) In addition to the Company’s shareholder suggestions, questions and disputes, the Company has a speaking system and the Company’s share agent, MasterLink Securities Corporation, to handle shareholder suggestions and disputes. The company has also set up an investor contact box on the company’s website, with a designated person responsible for serving shareholders’ suggestions and providing immediate answers. (2) The Company's shareholder affairs are handled by a dedicated share agent, and a shareholder affairs officer maintains good contact with the major shareholders based on the list of shareholders provided by the share unit. In accordance with the regulations, the Company discloses the changes in shareholdings and pledges of shareholders who hold more than 10% of the shares. In accordance with the relevant laws and regulations, changes in the shareholdings of insiders (directors, managers and shareholders holding 10% or more of the total shares) are regularly reported to the Market Observation Post System. (3) The Company has established methods to control the financial operations, capital loans and endorsement guarantees between the Company and its affiliates, and has established the "Supervision and Management of Subsidiaries" operation to implement the risk control mechanism for its subsidiaries in accordance with the management regulations to control risks. (4) The Company has established a “Code of Conduct for the Prevention of Insider Trading” that explicitly prohibits insiders from trading marketable securities using information that is not yet publicly available. We have also incorporated this standard into our Ethical Management Principles and Code of Ethical Conduct with respect to the confidentialityof confidential and commerciallysensitive information. |
No major difference |
||
| 3. Composition and responsibilities of the Board of Directors (1) Has the Board developed and implemented a diversified policy for the composition of its members? |
| (1) The members of the Company's Board of Directors are executive diversified and there are seven directors (including three independent directors) with a three-year term of office. The selection of directors is based on the overall configuration of the Board of |
No major difference |
- 29 -
| Evaluation Item | Implementation Status (Note) | Implementation Status (Note) | Implementation Status (Note) | Implementation Status (Note) | Deviations from “the Corporate Governance Best Practice Principles” and Reasons |
|---|---|---|---|---|---|
| Yes | No | Abstract Illustration | |||
| (2) Has the Company voluntarily established other functional committees in addition to the Remuneration Committee and the Audit Committee? (3) Does the Company establish a standard to measure the performance of the Board, and implement it annual? (4) Does the Company regularly evaluate the independence of CPAs? |
|
Directors. The knowledge, skills and qualities necessary for the execution of their duties should be generally possessed by the members of the Board of Directors are specified in the method of election of directors.The powers and duties of the Board o Directors shall be governed by the provisions of the Company’s Articles o Incorporation. Among the Company’s 3 independent directors, 2 directors will serve for a term of approximately 4 years and 1 director will serve for approximately 1 year. There are no directors who have served three consecutive terms. (2) The Company has a Compensation Committee in accordance with the law. Please refer to the description of "Operation of the Compensation Committee" on pages 26-27 of this annual report and the Audit Committee on pages 23-26 of this annual report. (3) The Company’s Board of Directors approved the Board of Directors’ self-appraisal or peer review on 2015.03.16. Amended by the Board of Directors on November 06, 2020, the performance evaluation will begin in 2020. At the end of each year, the Management Department collects information on the activities of the Board of Directors and distributes self-assessment questionnaires on the “Performance Evaluation of the Board of Directors”, “Performance Evaluation of Board Members” and “Performance Evaluation of Functional Committees”. Finally, the management department will collect all the data, set the score for the evaluation index, record the evaluation result report, and send it to the board of directors for review and improvement. The Company completed the evaluation of the performance of the Board of Directors, functional committees and board members in January 2021. The results of the evaluation of the Board of Directors’ performance for 2020 are still effective and will be used for the reference of individual directors’ salary and compensation planning and nomination for reappointment. (4) The Company respects the accounting firm’s arrangement for the rotation of accountants and regularly submits to the Board of Directors for evaluation of the independence of the certified accountants. On November 06, 2020, the Audit Committee approved the proposal for the Board of Directors’ approval to evaluate the independence and suitability of the certified public accountants. Please refer to the Company's website at http://www.delicacy.com.tw/h-tw /Investor / tw/Investor/Corporate Governance/Organizational Operations for the Accountant's Independence and Suitability Evaluation Form and the letter of declaration issued by the Company's certifiedpublic accountants.(Note 1) |
- 30 -
| Evaluation Item | Implementation Status (Note) | Implementation Status (Note) | Implementation Status (Note) | Implementation Status (Note) | Deviations from “the Corporate Governance Best Practice Principles” and Reasons |
|---|---|---|---|---|---|
| Yes | No | Abstract Illustration | |||
| 4. Has the TWSE/TPEx listed company set up a dedication (or concurrent) corporate governance unit or appointed personnel responsible for corporate governance related matters (including but not limited to providing the directors and supervisors with required information to carry out their business, handling corporate registration and change of corporate registration related matters and taking the minutes of meetings)? |
|
The Management Division is the dedicated (concurrent) unit for corporate governance, who is responsible for corporate governance-related matter and its employees are regularly assigned to participate relevant education and training. The main duties of the staff are as follows: 1.The Board of Directors will consult with the directors before the meeting to plan and prepare the agenda, notify all directors to attend the meeting at least seven days before the meeting, and provide the meeting information before the meeting so that the directors can understand the content of relevant issues in advance; after the meeting, the minutes of the meeting will be prepared and sent to the directors within 20 days. 2.Each year, the Company registers the date of the shareholders' meeting in accordance with the legal deadline, and prepares and reports the notice of the shareholders' meeting, the manual and the minutes of the meeting by the required deadline. 3.If there is a motion to amend the articles of incorporation or to re-elect directors at the shareholders' meeting, an application for registration of the change should be made to the Ministry of Economic Affairs within 15 days after the shareholders' meeting. 4.According to the corporate governance evaluation indexes issued by the Center for Corporate Governance every year, we will check the company's achievement of the standards and the wayto increase the scores one byone. |
No major difference |
||
| 5. Has the Company established communication channels and dedicated sections for stakeholder (including but not limited to the shareholders, employees, clients and suppliers) on its website to respond to important issues of corporate social responsibility concerns? |
|
The Company has a spokesperson, an acting spokesperson and a stock agent unit to communicate with the Company and its investors. The business, procurement and accounting units have established appropriate communication channels with major upstream and downstream vendors, banks and other related stakeholders. The company has set up a special electronic feedback and complaint box, and the head of the management department is responsible for handling complaints. |
No major difference | ||
| 6. Has the Company appointed a professional shareholder service agency to deal with shareholder affairs? |
| The Company appoints a professional stock agent, MasterLink Securities Corporation Stock Agency Department, to conduct shareholder meetings. |
No major difference |
- 31 -
| Evaluation Item | Implementation Status (Note) | Implementation Status (Note) | Implementation Status (Note) | Implementation Status (Note) | Deviations from “the Corporate Governance Best Practice Principles” and Reasons |
|---|---|---|---|---|---|
| Yes | No | Abstract Illustration | |||
| 7. Disclosure of information (1) Does the Company have a corporate website to disclose both financial standings and the status of corporate governance? (2) Does the Company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information on collection and disclosure, creating a spokesperson system, webcasting investor conferences)? (3) Did the Company announce and declare the annual financial statement within two months at the end of the accounting year and announce and declare the Q1, Q2 and Q3 financial statement and monthly operational status prior to the deadline in the regulation? |
|
| (1) The Company's Chinese website has a special section for shareholders' information and is linked to the Market Observation Post System of the Stock Exchange. Shareholders may inquire about the Company's financial operations and corporate governance information on the Company's website. Please refer to the Company’s website:http://www.delicacy.com.tw/zh-tw/Investor (2) 1. The Company has set up websites in both English and Chinese, with dedicated personnel responsible for collecting and disclosing relevant information. 2.The Company has a spokesperson and proxy spokesperson system. 3. The Company has set up the presentation and audio-visual files of the institutional investor conference on our website. (3) In accordance with the relevant regulations, the Company shall announce and report its annual financial statements within 90 days after the end of the fiscal year, and report its quarterly financial statements within 45 days after the end of the first, second and third quarters. |
No major difference We will discuss the feasibility with the checking accountant in the future. |
|
| 8. Is there any other important information to facilitate a better understanding of the Company’s corporate governance practices (e.g. 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)? |
| 1. Employee rights and benefits: The Company always treats its employees with honesty and trust and protects their legal rights and benefits in accordance with the Labor Standards Law. 2.Employee care: The Company establishes a good relationship with our employees through a welfare system that stabilizes their lives and a good education and training system that builds mutual trust and dependence. 3.Investor Relations: The Company has a spokesperson system, who is responsible for responding to investment corporations and handling shareholders' proposals. 4.Supplier relations: The Company maintains good relations with its suppliers to ensure the rights and interests of both parties. 5.Interested parties' rights: Interested parties may communicate with the Company and make suggestions in order to protect their legitimate rights and interests. 6.Directors (including independent directors) and managers for continuing education: (Note 2) and (Note 3) 7.Implementation of risk management policies and risk measurement standards: The Company has various internal rules and regulations for risk management and evaluation. 8.Implementation of customer policy: The company is committed to quality improvement and professional technology enhancement, through vertical integration of production and marketing, rapid development and production, to provide customers with competitive products to create company profits. 9.The Company purchases liability insurance for directors and supervisors: In accordance with Article 39 of the Code of Corporate Governance Practices, it is appropriate for the Company to purchase liability insurance for directors and supervisors during their term of office in respect of their liabilityunder the law for the execution of their scope of |
No major difference |
- 32 -
| Evaluation Item | Implementation Status (Note) | Implementation Status (Note) | Implementation Status (Note) | Implementation Status (Note) | Deviations from “the Corporate Governance Best Practice Principles” and Reasons |
|---|---|---|---|---|---|
| Yes | No | Abstract Illustration | |||
| business, in order to reduce and diversify the risk of significant damage to the Company and its shareholders caused by the directors' wrongful or negligent acts. |
|||||
| 9. According to the latest result of the Corporate Governance Evaluation System by the Corporate Governance Center of TWSE, explain the amendments or propose the priority measurements to the unimproved items: In response to the announcement of 6th corporate governance evaluation in 2020, which was conducted for the year of 2019, the Company has proposed the explanation for the improvement on the evaluation index for the Company that have not yet scored: (Not included in the appraised company need not be filled in) The results of the 6th (2020) Corporate Governance Evaluation, the Company has made efforts to improve the scores, as follows: (1) Improved situation; Improved items Improvement Measures Provide English notice of shareholders' meeting, annual report of shareholders' meeting, handbook, financial report Notice of shareholders’ meeting, annual report of shareholders’ meeting, handbook, financial report in English in 2021 Establishment of a Supervisor of Corporate Governance, responsible for corporate governance related matters Establishment of a Supervisor of Corporate Governance, responsible for corporate governance related matters (2) Items yet to be implemented; the priority enhancements and measures expected to be carried out in 2021 are as follows. Items not yet improved Improvement Measures Annual report to be uploaded by 16 days before the regular shareholders' meeting It is expected that the notice of shareholders’ meeting, the annual report of the shareholders’ meeting, and the handbook will be provided in English and uploaded within the deadline in 2021 Annual financial report in English to be submitted 7 days before the regular shareholders’ meeting It is expected to be uploaded by 06/01/2021 on MOPS. The financial statements are approved by the Board of Directors or submitted to the Board of Directors 7 days before the announcement deadline and published within 1 day after the approval date or submission date Each quarterly financial report is expected to be approved by the Board of Directors or presented to the Board of Directors 7 days prior to the announcement deadline and announced within 1 day after the approval date or presentation date |
Note: The operating conditions, regardless of whether "Yes" or "No" is checked, should be described in the summary description field.
- 33 -
Note 1:
020 CPA Dependency and Competency Assessment Form Date of assessment: October 31, 2020
| Note 1: 020 CPA Dependency and Competency Assessment Form Date of assessment: October 31, 2020 |
Note 1: 020 CPA Dependency and Competency Assessment Form Date of assessment: October 31, 2020 |
Note 1: 020 CPA Dependency and Competency Assessment Form Date of assessment: October 31, 2020 |
Note 1: 020 CPA Dependency and Competency Assessment Form Date of assessment: October 31, 2020 |
|---|---|---|---|
| (1) Profile: | |||
| CPA Name: | YANG, CHAO-CHING | CPA Firm: | Deloitte & Touche |
| Primary Education/Experienc es: |
Educational background: Bachelor, Accounting Department of Feng JIA University Professional qualification: CPA, R.O.C. |
||
| (2) Details: Refer to Article 47 of the CPA Act and Gazette No. 10 from CPA Occupational Ethics Regulations: |
|||
| ITEM | Result | ||
| 1. The case of CPA remained the same over past 7 years never happened as of the latest notarization. |
■Yes □No | ||
| 2. The subject never built a material financial stakeholder relationship with the principal. |
■Yes □No | ||
| 3. Any inappropriate relationship is avoided to build with the principal. | ■Yes □No | ||
| 4. CPA should make his assistants stick to honest, fairness and independency. | ■Yes □No | ||
| 5. Financial statements of service institution in 2 years prior to operation may not be notarized and audited. |
■Yes □No | ||
| 6. CPA title may not be shared with any third party. | ■Yes □No | ||
| 7. Never hold any shares of the Company and its affiliates. | ■Yes □No | ||
| 8. The subject never had loan with the Company and affiliates, except for normal transactions with bankingindustry. |
■Yes □No | ||
| 9. The subject never had common investment or shared interested relationship with the Companyand affiliates. |
■Yes □No | ||
| 10. The subject never had concurrent routine jobs in the Company or affiliates with fixed salary. |
■Yes □No | ||
| 11. The subject never was involved in decision-making management functionality in the Companyor affiliates. |
■Yes □No | ||
| 12. The subject never had concurrent position in another business which may lose independency. |
■Yes □No | ||
| 13. The subject has conneciton of spouse, direct blood relatives & direct in-laws, or Collateral blood relatives with the management of the Company does not require a visa. |
■Yes □No | ||
| 14. The subject never received any commission in connection with business. | ■Yes □No | ||
| 15. The subject never was sanctioned or impeded principal of independency as of now. |
■Yes □No | ||
| (3) Performance and Plan: | |||
| 1. Finished 2020 financial notarization for the Company as scheduled. 2. Finished subsidiaries' 2020 financial notarization including DE-FA INTERNATIONAL INDUSTRIAL CO., LTD., EDEN ROAD INTERNATIONAL LTD.,CHADTEX INDUSTRIAL CO., LTD., DE LICACY Holding Co., Ltd., COZY AV INTERNATIONAL CORP. 3. Provided the Companywith financial and taxation consultingservices irregularly. |
|||
| (4) Result of Assessment: | |||
| THE CPA, YANG, CHAO-CHING has presented and expressed independency on diversified financial, taxation consultation as well as notarization for the Companytimelywithout unfair statements. |
- 34 -
Approved by: Made by:
2020 CPA Dependency and Competency Assessment Form Date of assessment: October 31, 2020
| 2020 CPA Dependency and Competency Assessment Form Date of assessment: October 31, 2020 |
2020 CPA Dependency and Competency Assessment Form Date of assessment: October 31, 2020 |
2020 CPA Dependency and Competency Assessment Form Date of assessment: October 31, 2020 |
2020 CPA Dependency and Competency Assessment Form Date of assessment: October 31, 2020 |
|---|---|---|---|
| (1) Profile: | |||
| CPA Name: | LEE, CHI-JEN | CPA Firm: | Deloitte & Touche |
| Primary Education/Experiences: |
Education: EMBA Master, CHENG KONG UNVERSITY Professionalism: CPA, R. O. C. |
||
| (2) Details: Refer to Article 47 of the CPA Act and Gazette No. 10 from CPA Occupational Ethics Regulations: |
|||
| Item | Result | ||
| 1. The case of CPA remained the same over past 7 years never happened as of the latest notarization. |
■Yes □No | ||
| 2. The subject never built a material financial stakeholder relationship with the principal. | ■Yes □No | ||
| 3. Any inappropriate relationship is avoided to build with the principal. | ■Yes □No | ||
| 4. CPA should make his assistants stick to honest, fairness and independency. | ■Yes □No | ||
| 5. Financial statements of service institution in 2 years prior to operation may not be notarized and audited. |
■Yes □No | ||
| 6. CPA title may not be shared with any third party. | ■Yes □No | ||
| 7. Never hold any shares of the Company and its affiliates. | ■Yes □No | ||
| 8. The subject never had loan with the Company and affiliates, except for normal transactions with bankingindustry. |
■Yes □No | ||
| 9. The subject never had common investment or shared interested relationship with the Companyand affiliates. |
■Yes □No | ||
| 10. The subject never had concurrent routine jobs in the Company or affiliates with fixed salary. |
■Yes □No | ||
| 11. The subject never was involved in decision-making management functionality in the Companyor affiliates. |
■Yes □No | ||
| 12. The subject never had concurrent position in another business which may lose independency. |
■Yes □No | ||
| 13. The subject has conneciton of spouse, direct blood relatives & direct in-laws, or Collateral blood relatives with the management of the Company does not require a visa. |
■Yes □No | ||
| 14. The subject never received any commission in connection with business. | ■Yes □No | ||
| 15. The subject never was sanctioned or impeded principal of independency as of now. | ■Yes □No | ||
| (3) Performance and Plan: | |||
| 1. Finished 2020 financial notarization for the Company as scheduled. 2. Provided the Company with financial and taxation consulting services irregularly. (4) Result of Assessment: |
|||
| THE CPA, LEE, CHI-JEN has presented and expressed independency on diversified financial, taxation consultation as well as notarization for the Company timely without unfair statements. |
|||
- 35 -
Approved by: Made
Recipient: DE LICACY INDUSTRIAL CO., LTD.
- Subject: We accepted the assignment of auditing Your Esteemed Company's Financial Statement for the Year of 2020 pursuant to the regulations of AIA's "Integrity, Fairness, Objectivity and Independency of Professional Ethical Gazette No. 10" and the Audit Teammates stated their following regulations as follows without violation.
Description:
-
Audit teammate and its spouse, dependents never had cases as follows:
-
1) Never held direct or indirect material financial interests with the Esteemed Company. 2) Never built business relationship affecting independency with Your Esteemed Company or its Directors, Supervisors and Managers.
-
During audit, the Audit Teammates and their spouses, dependents never took positions of Director/supervisors, Managers in Your Esteemed Company or had any duties with direct and material effect on the audit work.
-
The Audit Teammates never had relationship of spouse, immediate blood relatives, immediate blood-in-law or second-relatives and other internal blood relatives with Your Esteemed Company's Directors/supervisors or Managers.
-
The Audit Teammates never received high valued gifts from Your Esteemed Company or its Directors/Supervisors, Managers or major shareholders (the value has never transcended ordinary social courtesy standard).
-
The Audit Teammates have executed necessary independency / interest conflict procedures without discovering any violations or unsolved conflict of interests.
Deloitte & Touche
CPA YANG, CHAO-CHING (With Seal)
CPA LEE, CHI-JEN (With Seal)
- 36 -
Note 2: Directors (including independent directors) pursuing further education in 2020
| List of Directors and Supervisors |
Date of the Advanced Studies | Date of the Advanced Studies | Organizer | Name of the Course | Hours of the Course |
|---|---|---|---|---|---|
| Start | End | ||||
| Chairman YEH,CHIA-MING | 2020/11/06 | 2020/11/06 | Taiwan Corporate Governance Association | Review of financial report preparation capability of listed companies,key points andpoints to note |
3 |
| 2020/11/06 | 2020/11/06 | Taiwan Corporate Governance Association | How directors and supervisors supervise companies to implement internal controls to strengthen corporategovernance |
3 | |
| Representative of Institutional Director: YEH,CHIA-HAO |
2020/11/06 |
2020/11/06 | Taiwan Corporate Governance Association | Review of financial report preparation capability of listed companies,key points andpoints to note |
3 |
| 2020/11/06 | 2020/11/06 | Taiwan Corporate Governance Association | How directors and supervisors supervise companies to implement internal controls to strengthen corporategovernance |
3 | |
| Representative of Institutional Director: YEH,WEI-LI |
2020/11/06 |
2020/11/06 | Taiwan Corporate Governance Association | Review of financial report preparation capability of listed companies,key points andpoints to note |
3 |
| 2020/11/06 | 2020/11/06 | Taiwan Corporate Governance Association | How directors and supervisors supervise companies to implement internal controls to strengthen corporategovernance |
3 | |
| Representative of Institutional Director: KUO,CHUN-HSIUNG |
2020/11/06 |
2020/11/06 | Taiwan Corporate Governance Association | Review of financial report preparation capability of listed companies,key points andpoints to note |
3 |
| 2020/11/06 | 2020/11/06 | Taiwan Corporate Governance Association | How directors and supervisors supervise companies to implement internal controls to strengthen corporategovernance |
3 | |
| Independent Director HUANG,CHUN-JEN |
2020/11/06 | 2020/11/06 | Taiwan Corporate Governance Association | Review of financial report preparation capability of listed companies,key points andpoints to note |
3 |
| 2020/11/06 | 2020/11/06 | Taiwan Corporate Governance Association | How directors and supervisors supervise companies to implement internal controls to strengthen corporategovernance |
3 | |
| Independent Director SU,PO-CHENG |
2020/11/06 | 2020/11/06 | Taiwan Corporate Governance Association | Review of financial report preparation capability of listed companies,key points andpoints to note |
3 |
| 2020/11/06 | 2020/11/06 | Taiwan Corporate Governance Association | How directors and supervisors supervise companies to implement internal controls to strengthen corporategovernance |
3 | |
| Independent Director TSAI,CHI-CHUN |
2020/11/06 | 2020/11/06 | Taiwan Corporate Governance Association | Review of financial report preparation capability of listed companies,key points andpoints to note |
3 |
| 2020/11/06 | 2020/11/06 | Taiwan Corporate Governance Association | How directors and supervisors supervise companies to implement internal controls to strengthen corporategovernance |
3 | |
| 2020/11/26 | 2020/11/26 | Securities and Futures Institute | Intellectual PropertyManagement and Corporate Risk | 3 | |
| 2020/12/08 | 2020/12/08 | Securities and Futures Institute | From Corporate Fraud Prevention to Board of Directors' Functions | 3 | |
| Note 3. The status of Manager takingadvanced study | courses in 2020. | ||||
| List of Managers | Date of the Advanced Studies | Organizer | Name of the Course | Hours of the Course |
|
| Start | End | ||||
| Financial Supervisor YU,I-NENG |
2020/08/27 | 2020/08/28 | Accounting Research and Development Foundation |
Continuing Education Course for Accounting Supervisors of Issuing Securities Firms and Stock Exchanges |
12 |
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37 -
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(5) Fulfillment of social responsibility and differences from the Code of Corporate Social Responsibility of listed and listed companies and the reasons thereof : the systems and measures adopted by the Company for environmental protection, community participation, social contribution, social services, social welfare, consumer rights, human rights, safety and health and other social responsibility activities and their fulfillment.
| fulfillment. | ||||||
|---|---|---|---|---|---|---|
| Evaluation Item | Implementation Status (Note 1) | Deviations from “the Corporate Social Responsibility Best Practice Principles” and Reasons |
||||
| Yes | No | Abstract Illustration(Note 2) | ||||
| 1. Has the Company conducted risk assessment on environmental, social and corporate governance issues related to business operations of the Company in accordance with the concept of materiality and established relevant risk management policies or strategies? (Note 3) |
| The Company has established a “CSR Code of Practice” and disclosed it in MOPS and the Company's website. The Management Department is responsible for conducting relevant risk assessments and formulating relevant risk management policies or strategies based on materiality as follows; in addition, relevant management practices have been established and communication channels with stakeholders have been set up. |
No major difference. |
|||
| Major Issues | Risk Evaluation Item |
Risk management policies or strategies | ||||
| Environment | Environmental Protection and Workplace Safety |
☉We are aware of the importance of environmental sustainability, and the Environmental Protection Division and the Industrial Safety Office handle matters related to pollution prevention for on-site operations, and we have hired an accredited environmental testing organization to conduct random inspections to comply with the latest emission standards listed by the Environmental Protection Agency. ☉The Company regularly implements public safety inspections, labor safety training courses and employee health checks every year to provide a safe and healthy workingenvironment for our employees. |
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| Society | Ethical Management and Anti- Corruption |
The Management Department of the Company, worked as a concurrent unit to promote the integrity of corporate management, has stipulated the prohibition of dishonest acts such as bribery, accepting bribes, offering or accepting improper benefits, engaging in unfair competition and damaging the rights and interests of stakeholders in accordance with the “Code of Conduct for Ethical Management”, “Procedures and Guidelines for Ethical Management” and “Code of Ethical Conduct”, and has established preventive measures and conducted education and promotion to implement the policy of ethical management. |
||||
| Corporate Governance |
Legal compliance |
Through the implementation of internal control mechanisms, we ensure that all of our employees and operations complywith the relevant laws and regulations. |
||||
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| Evaluation Item | Implementation Status (Note 1) | Implementation Status (Note 1) | Implementation Status (Note 1) | Implementation Status (Note 1) | Deviations from “the Corporate Social Responsibility Best Practice Principles” and Reasons |
|---|---|---|---|---|---|
| Yes | No | Abstract Illustration(Note 2) | |||
| 2. Has the Company set up a dedicated (or concurrent) corporate social responsibility promotion unit which is authorized by the board of directors to be managed by the high-level management and reports to the board of directors? |
|
1.The Company’s management department is responsible for promoting CSR as a concurrent unit, and is responsible for proposing and implementing CSR policies, systems or related management guidelines and specific promotion plans. 2.In the future, the Company will set up dedicated (concurrent) units and report to the Board of Directors on the situation. |
No major difference. |
||
| 3. Environment issues (1) Has the Company established an appropriate environmental management system according to its industrial characteristics? (2) Is the Company committed to improving the efficiency in the use of resources, and the use of recycled materials with low environmental impact? (3) Has the Company assessed the current and future potential risks and opportunities to the enterprise due to climate change and adopted countermeasures on issues related to the climate? (4) Has the Company conducted statistics on the emission of greenhouse gas, water consumption volume and the total waste weight in the past two years and developed policies for energy-saving, reduction on greenhouse gas, water consumption volume or management of other wastes? |
|
(1) The Company maintains the working environment and natural environment in accordance with public safety building regulations, fire regulations, labor health and safety regulations, the Waste Disposal Act, and energy-saving and carbon-reduction management regulations, and reports them in accordance with the law. There is also an industrial safety office to supervise and manage the related environmental protection business, and all the staffs are qualified with relevant certificates. (2) The Company's waste materials have been assigned to a waste removal licensee for recycling, and is committed to implementing activities such as factory waste reduction and resource separation and recycling in order to preserve global resources and protect environmental hygiene. (3) The Company formulates energy-saving and carbon-reduction strategies based on the impact of its operating activities, and promotes various energy-saving measures, such as turning off lights on the fly and paperless operation, to reduce the impact of its operations on the natural environment. (4)1.The Company obtained the “Greenhouse Gas Emission Verification Statement” issued by AFNOR ASIA LTD. on November 25, 2020 to prove that the Company meets the reasonable assurance level approved by the Environmental Protection Administration of the Executive Yuan. We expect more efficient management and control of energy use″ to achieve energy savings and reduce greenhouse gas emissions by 2%-5% annually. 2.The Company has installed a sludge dryer to reduce the amount of sludge removal, which is expected to reduce the amount of waste removal by 1/2 per year. 3.It is intended to comply with government regulations to completely phase out coal and oil-fired boilers and replace them with gas-fired (i.e., natural gas)boilers to reduce PM2.5 and improve airquality. |
No major difference. |
||
| 4. Social issues (1) Has the Company formulated relevant management policies and procedures in accordance with relevant laws and regulations and international human rights conventions? |
| (1) The Company protects the legal rights of employees and respects the human rights of all employees in accordance with the Labor Standards Law, and provides fair opportunities forjob seekers and employeepromotionpaths. |
No major difference. |
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| Evaluation Item | Implementation Status (Note 1) | Implementation Status (Note 1) | Implementation Status (Note 1) | Implementation Status (Note 1) | Deviations from “the Corporate Social Responsibility Best Practice Principles” and Reasons |
|---|---|---|---|---|---|
| Yes | No | Abstract Illustration(Note 2) | |||
| (2) Has the Company established and implemented reasonable employee welfare measures (including remuneration, vacations and other welfares, etc.) and reflected management performances or outcomes on employees’ remuneration? (3)Does the Company provide a safe and healthy working environment for employees and regularly carry out safety and health education for employees? (4) Has the Company developed an effective training program for employees? (5) Regarding the health and safety of products and services, customers’ privacy, marketing and labelling, has the Company complied with relevant regulations and international principles and developed relevant policy and compliant procedure to protect consumers’ rights and interests? (6) Has the Company established management policy for suppliers and asked the suppliers to complywith environmental |
|
(2) The Company's Employee Benefit Committee arranges employee activities such as employee travels, fellow employees' dinners, weddings and funerals, and other benefit subsidies to provide a comfortable and safe working environment for our employees. We also arrange regular health checkups for our employees to maintain their physical and mental health. (3) The Company provides a safe and healthy working environment for its employees, including the provision of necessary health and first aid facilities, and strives to reduce the risk of employee safety and health to prevent occupational disasters or occupational diseases. In addition, the following operations are conducted regularly to provide a healthy and safe environment for our employees. 1.We hold regular seminars on occupational safety and health to maintain the safety and health of employees in the workplace and to create a healthy and safe working environment for employees. 2.Office fire safety inspection/reporting/and promotion. 3.Regular maintenance of elevators. Employee health maintenance: In addition to cooperating with the government to conduct health checks for occupational disasters, we regularly arrange health checks for employees and cooperate with hospitals within the Group to carry out health management according to the results; each factory is equipped with medicines, hygiene materials, simple medical equipment, etc., and the factory has contracted doctors and nursing staff to provide regular services. Incorporate relevant requirements into daily operations and improve occupational safety and health performance through daily employee education. (4) The Company follows the relevant provisions of the law and sends employees out for training for career development, and plans relevant career development training programs in accordance with employee needs. (5) For the marketing and labeling of products and services, the Company follows the relevant laws and regulations. (6) The Company currently requests its major suppliers to provide certification reports that theirproducts do not contain hazardous substances. In addition, |
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| Evaluation Item | Implementation Status (Note 1) | Implementation Status (Note 1) | Implementation Status (Note 1) | Implementation Status (Note 1) | Deviations from “the Corporate Social Responsibility Best Practice Principles” and Reasons |
|---|---|---|---|---|---|
| Yes | No | Abstract Illustration(Note 2) | |||
| friendly, occupational safety or labor rights and present its implementations? |
the contract between the Company and its major suppliers contains provisions that allow the suppliers to terminate or cancel the contract at any time if the supplier is involved in a violation of its corporate social responsibility policy that has a significant impact on the environment and society. |
||||
| 5. Has the Company referenced the international principles or guidelines for preparing generalized report to prepare its non-financial reports such as corporate social responsibility reports? Has the Company obtained confirmation or guarantee opinions from third-party verification agencies regarding the aforementioned report? The Company has not yet made reference to international standards or guidelines for the preparation of reports that disclose non-financial information such as CSR reports, but the Company will continue topractice CSR and establish relatedpolicies as appropriate. |
|||||
| 6. If the Company has its own corporate social responsibility in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, please describe the difference between its operational and prescribed code: The Companyhas established a "Code of Practice on Corporate Social Responsibility" and has implemented CSR in agradual manner,takinginto account the current situation and legal requirements. |
|||||
| 7. Other important information about the Company that is useful in understanding the operation of corporate governance: 1.The company is committed to the government's environmental policy. 2.Sponsorship of local charity and good neighbor activities. 3.Donations were made to the Taiwan Foundation for the Blind, Tainan County Family Support Center, and cultural and educational institutions. 4.Contribute to the education and development of talents in the textile, apparel, and fashion industries (e.g., sponsorship of scholarships for related departments, establishment of short-term training courses, etc.) 5.Establish scholarships to encourage outstanding university students from modest backgrounds 6.Promote industry innovation and development related activities 7.Promote academic and industrial cooperation and exchange related work 8.Promoting care for the underprivileged and assisting in education and employment 9.Highlights of the latest annual activities of the Deli Education Foundation: Year Content 2020 Sponsored the Tainan CityAssociation for the Sustainable Development of Taiwan Indigenous Peoples’ 2020 After-school Support Program for Taiwan Indigenous Students. Donated to the social assistance fund account of the Tainan City Social Bureau, designated for the exclusive use of "education and schooling expenses for children from disadvantaged families". Sponsoring Andrew Charity Association to provide immediate and appropriate resources for children aged 0-15 from disadvantaged families in Taiwan to help them develop physicallyand mentally. To the Fortune Social Welfare & CharityFoundation, we donated 5,000pounds of rice to the disadvantagedgroups and low-income families. SponsoringJOY AND HOPE WELFARE FOUNDATION for the winter relief activities of the elderly. 63 scholarships of NT$20,000 each were awarded for the first semester of the 2020 schoolyear. Sponsoring The Giver Association to provide care for urban aboriginal children, new immigrant children, and children of low- and middle-income families, including care for preschool-age children and after-school counseling from elementary school to high school, and to enhance the competitiveness of children from disadvantaged families in society. |
|||||
| 8. If the CSR report haspassed the verification standards of relevant verification agencies,it should be stated: None. | |||||
| Note 1: The operating conditions, regardless of whether "Yes" or "No" is checked, should be described in the summary description field. Note 2: If the company has prepared a CSR report, the summary description can be replaced with a description of how to access the CSR report and the index page. Note 3: Materiality refers to the environmental, social and corporate governance issues that have a significant impact on the Company's investors and other stakeholders. |
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(6) The Company and the Subsidiaries’ Ethical Corporate Management Best-Practice, Deviations from “the Ethical Corporate Management BestPractice Principles for TWSE/TPEx Listed Companies” and Reasons :
| Evaluation Item | Implementation Status (Note 1) | Implementation Status (Note 1) | Implementation Status (Note 1) | Implementation Status (Note 1) | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|---|
| Yes | No | Abstract Illustration | |||
| 1. Establishment of ethical corporate management policies and programs approved (1) Does the company formulate its ethical corporate management policies by the Board of Directors and declare its ethical corporate management policies and procedures in its guidelines and external documents, as well as the commitment from its board and senior management to implement the policies? (2) Does the company establish evaluation system for the risk of unethical conducts, regularly analyze and evaluate the operating activities with the risk of high- potential unethical conducts within its operating scope and formulate prevention programs and precaution measures against unethical conducts or listed activities stated in Article 2, Paragraph 7 of the “Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies”? (3) Does the company establish clear statements regarding relevant procedures, guidelines of conduct, punishment for violation, and rules of appeal in its prevention programs against unethical conducts, ensure its implementation, and regularly review and revise the aforementionedprograms? |
|
The Company has established “Ethical Management Procedures and Behavior Guidelines" to clarify the policy of integrity management and prevent dishonest behavior. At the same time, there shall be no unnecessary contact with suppliers, customers and related parties. |
No major difference. | ||
| 2. Fulfill ethical management (1) Does the company evaluate business partners’ ethical records and include ethics- related clauses in business contracts? (2) Does the company establish an exclusively dedicated unit supervised by the Board to be in charge of the promotion of corporate ethical management, regularly (at least once a year) report its ethical management policies and prevention programs against unethical conducts, and supervise its implementations? (3) Does the company establish policies to prevent conflicts of interest and provide appropriate communication channels, and implement it? (4) Has the company established effective systems for both accounting and internal control to facilitate ethical corporate management? Does the company’s internal audit unit prepare relevant audit plans based on the evaluation results of risk of the unethical conducts from the internal audit unit? Is the compliance of prevention program against unethical conducts audited by either internal auditors or CPAs? (5) Does the company regularly hold internal and external educational trainings on ethical management? |
|
(1) The Company has established the “Procedures and Conduct Guidelines for Ethical Management", which stipulates that the Company will consider the legitimacy of agents, suppliers, customers or other business counterparties and whether there is any record of dishonest conduct before conducting business transactions, and will avoid conducting transactions with persons who have engaged in dishonest conduct. (2) In order to improve the ethical management, the Company has designated the Management Department as the dedicated unit to handle the revision, implementation, explanation, consultation service and registration and filing of the notification contents of these operating procedures and conduct guidelines and to supervise their implementation, and shall report to the Board of Directors on a regular basis. (3) The Company has established a “Code of Ethical Conduct” and “Operating Procedures and Conduct Guidelines for Ethical Management", which stipulate that the Company's personnel shall treat the Company's customers, competitors and employees fairly and with integrity and reasonableness, and shall not obtain improper benefits through manipulation, concealment, misuse of information based on their duties, misrepresentation of material matters or other unfair trade practices. (4) In order to effectively ensure ethical management of the Company's operations, the Company has established a good and effective internal control system and accounting system, which are regularly audited by internal auditors. (5)The Companyshall reinforce theprinciple that employees should treat the |
No major difference. |
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| Evaluation Item | Implementation Status (Note 1) | Implementation Status (Note 1) | Implementation Status (Note 1) | Implementation Status (Note 1) | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|---|
| Yes | No | Abstract Illustration | |||
| | Company's import (sales) customers, competitors and employees fairly and with honesty and reasonableness, and shall not gain improper benefits by manipulating, concealing or misusing information based on their duties, making misrepresentations on important matters or other unfair trading practices. |
||||
| 3.Operation of the company’s complaint system (1) Does the company establish both a specific complaint and reward system and a convenient complaint channel? Can the accused be reached by an appropriate person for follow-up? (2) Does the company establish standard operating procedures for investigating accusation cases, and follow-up measures and relevant confidential system to be adopted after the completion of the investigation? (3)Does the company provideproper whistleblowerprotection? |
|
The company plans a confidential system of reporting, set up a dedicated window to receive reports, through employee complaint box and an employee complaint hotline to receive employee complaints. |
No major difference. | ||
| 4. Strengthening information disclosure (1) Does the company disclose its ethical corporate management policies and the results of its implementation on the company’s website and MOPS? |
| The Company's annual report discloses the contents of the Code of Conduct and the effectiveness of its promotion, which can be found on the Company's website and on the Market Observation Post System. |
No major difference. | ||
| 5. If the company has established the ethical corporate management policies based on the “Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies”, please describe any discrepancy between the policies and their implementation: None. |
|||||
| 6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies: The Company's operations are conducted in accordance with the laws and regulations of the TSE and the regulations of the relevant authorities, and its decisions are made with the interests of shareholders and the Company in mind,and in compliance with the Company's internal regulations. |
Note 1: The operating conditions, regardless of whether "Yes" or "No" is checked, should be described in the summary description field.
(7) If the company has established a code of corporate governance and related regulations, it should disclose its inquiry methods.
The Company has established the “Rules of Procedures for Shareholders’ Meetings,” “Regulations for Board Meetings,” “Regulations for Election of Directors,” “Code of Ethical Conduct,” “Self-Regulatory Rules for Disclosure of Merger and Acquisition Information,” “Regulations for Intercompany Financial Operations,” “Code of Corporate Governance Practices,” “Rules Governing the Responsibilities of Independent Directors,” “Rules for the Organization of the Audit Committee,” “Rules for the Organization of the Compensation Committee,” “Code of Corporate Social Responsibility Practices,” and “Operating Procedures and Guidelines for Ethical Management”, which will be implemented in accordance with the relevant regulations. Please visit the Company's website or the Market Observation Post System for more information.
(8) Other Important Information for the Enhancing the Understanding of the Company’s Corporate Governance Operations may be disclosed: None.
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(9) Implementation of internal control system
1. Statement of Internal Control System
DE LICACY INDUSTRIAL CO., LTD.
Statement of Internal Control System
Date: Mar. 15, 2021
The internal control system from January 1 to December 31, 2020, according to the result of selfassessment is thus stated as follows:
-
The Company acknowledges that the implementation and maintenance of internal control system is the responsibility of Board of Directors and management, and the Company has established such system. The internal capital system is aimed to reasonably assure that the goals such as the effectiveness and the efficiency of operations (including profitability, performance and protection of assets), the reliability of financial reporting and the compliance of applicable law and regulations are achieved.
-
An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reason assurance of accomplishing its three stated objectives above. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.
-
The Company evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (herein below, the Regulations). The criteria adopted by the Regulations identify five constituent elements of managerial internal control: i. control environment, ii. risk assessment, iii. control activities, iv. information and communication, and v. monitoring activities. Each constituent element consists of a number of items. Please refer to the “the Regulations” for the aforementioned items.
-
The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.
-
Based on the finding of such evaluation, the Company believes that, on December 31, 2020 (Note 2) it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness transparency of reporting, and compliance with applicable rulings, laws and regulations.
-
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.
-
This statement was approved by the board of directors in the meetings held on March 5, 2021, with none of the 7 attending directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.
DE LICACY INDUSTRIAL CO., LTD.
Chairman YEH,CHIA-MING
General Manager: YEH,WEI-LI
-
In case that a CPA was engaged to conduct a Special Audit of Internal Control System, its audit report shall be provided: None.
-
(10) For the most recent year and up to the printing date of the annual report, the Company and its internal personnel have been punished by law, the Company has punished its internal personnel for violating the provisions of the internal
-
control system, and the major deficiencies and improvements: None.
-
44 -
(11) Significant resolutions of the shareholders’ meeting and the board of directors for the most recent year and up to the date of printing of the annual report
(1) Resolutions of the ordinary shareholders' meeting
| Meeting Date |
Important Resolution | Resolution | Status of implementation |
|---|---|---|---|
| 2020.06.11 | 1. Recognition of Business Report, Financial Statements and Consolidated Financial Statements for 2019 |
The proposal was approved by the shareholders present and voting by electronic ballot. |
The resolution was passed. |
| 2. Earnings Distribution Recognition for 2019 |
The proposal was approved by the shareholders present and voting by electronic ballot. |
Set Jul. 10, 2020 as the Base date for dividend allocation and distribute cash dividends on Jul. 31,2020 |
|
| 3. Capital surplus distribution of cash discussion |
The proposal was approved by the shareholders present and voting by electronic ballot. |
Set Jul. 10, 2020 as the Base date for dividend allocation and distribute cash dividends on Jul. 31,2020 |
|
| 4. Amendment to Rules of Procedure for Shareholders Meetings |
The proposal was approved by the shareholders present and voting by electronic ballot. |
RESOLVED. The revised Rules of Procedure of the Shareholders’ Meeting will be published on the Company’s website and the Market Observation Post System. |
|
| 5.Amendments to the Company’s “Procedures for Lending Funds to Others” |
The proposal was approved by the shareholders present and voting by electronic ballot. |
RESOLVED. The revised Procedures for Lending Funds to Others will be published on the Company’s website and the Market Observation Post System. |
|
| 6.Full re-election of seven directors (including independent directors) |
The proposal was approved by the shareholders present and voting by electronic ballot. |
Registration was granted by the Ministry of Economic Affairs on July 02, 2020. |
|
| 7. The release of new directors from the non-competition restriction |
The proposal was approved by the shareholders present and voting by electronic ballot. |
The resolution was passed and the e x e c u t i o n w a s c o m p l e t e d i n accordance with the resolution of the shareholders' meeting. |
(2) Resolutions of the Board of Directors
| Committee No. | Meeting Time | Important Resolutions |
|---|---|---|
| 16th Committee 18th Meeting |
2020.01.14 | 1.Approved the retroactive recognition of the credit line application to Wang Shan Bank. 2.Approved the bank credit line discussion. 3.The endorsement and guarantee case for Vietnam Deli Industrial Co. was approved. 4.The endorsement and guarantee case for Victory Cayman Holdings Co., Ltd. was approved. 5.Lending the Company’s capital to Vietnam Deli Industrial Co. was approved. 6.Lending of funds through the Company to MJ DE-YI INTERNATIONAL LTD. was approved. 7. Approved the proposal of salary adjustment on the chairman of the board of directors, Mr.YEH,CHIA-MING, the General Manager, Mr. YEH,WEI-LI, and the head of investor relations of the management department, Mrs. CHI,WEI-HSIEN (the interested parties, Mr. YEH,CHIA- MING, the chairman of the board of directors, Mr. YEH,WEI-LI, the representative of the corporate director and general manager, and Mr. YEH,CHIA-HAO, the representative of the corporate director, recused themselves from voting on the proposal). 8.Approved the proposal of salary adjustment for General Manager, KUO,CHUN-HSIUNG (the interested parties, representative of the corporate director and general manager, KUO,CHUN- HSIUNG,recused himself from voting on the proposal). 9. Approved the proposal of salary adjustment for Financial and Accounting Supervisor, YU,I-NENG , and the Deputy General Manager and Supervisor of Production Department and R&D Department, Mr. TSAI,CHI-HSIU. 10.Approved the proposal of 2019 year-end bonus appropriation by the Chairman, YEH, CHIA- MING, General Manager, YEH, WEI-LI and CRM Supervisor of the Administration Department, Assistant Manager, CHI, WEI-HSIEN of the Company (Stakeholders, Chairman YEH, CHIA-MING, Legal Director Representative concurrent General Manager, YEH, WEI-LI, Legal Director Representative, YEH, CHIA-HAO, evaded the vote to this proposal) 11.Approved the proposal of year-end bonus adjustment for General Manager, KUO,CHUN- HSIUNG(the interested parties, representative of the corporate director and general manager, KUO,CHUN-HSIUNG,recused himself from votingon theproposal). |
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| Committee No. | Meeting Time | Important Resolutions |
|---|---|---|
| 12.Approved the proposal of salary adjustment for Financial and Accounting Supervisor, YU,I- NENG,andthe Deputy General Manager and Supervisor of Production Department and R&D Department, Mr.TSAI,CHI-HSIU. 13.Purchase of BUDWEISER HONG KONG HOLDING COMPANY,LIMITED from TUNG MING TEXTILE CO., LTD. and EDEN ROAD INTERNATIONAL LIMITED through its subsidiary, MJ DE-YI INTERNATIONAL LTD 14.Purchase of LUCKY UNIQUE ENT. CO. ,LTD through the Company from TUNG MING TEXTILE CO.,LTD was approved. 15.Approved the proposal to establish Eden Road International limited in Hong Kong. 16.Capital financing to a related party, Ye Fulin, through Hangzhou Deli Textile Co. was approved. (Interested Parties, Chairman of the Board of Directors, Mr. YEH,CHIA-MING, Representative of the Corporate Director, Mr. YEH,CHIA-HAO, and Representative of the Corporate Director and General Manager, Mr. YEH,WEI-LI, recused themselves from voting on this case) 17.The endorsement andguarantee case for APEX(ANQING)TEXTILE CO.,LTD. was approved |
||
| 16th Committee 19th meeting |
2020.03.12 | 1. Approved the recognition of bank loan guarantee line as of February 29, 2020. 2. Approved the bank credit line discussion. 3. Approved the salary and compensation programs to be implemented in 2020. 4. Approved the remuneration of employees and directors of the Company for 2019. 5. Approved Business Report, Financial Statements and Consolidated Financial Statements for 2019 6. Approved Company 2019 “Statement of Internal Control System”. 7.The endorsement and guarantee case for DE-FA INTERNATIONAL INDUSTRIAL CO., LTD. Was approved 8. The endorsement and guarantee case for Hangzhou Deli Textile Co., Ltd. was approved. 9. The endorsement and guarantee case for EDEN ROAD INTERNATIONAL LIMITED was approved. 10. The endorsement and guarantee case for Vietnam Deli Industrial Co. was approved. 11. Lending of funds to Vietnam Deli Industrial Co. was approved. 12.The renewal of the directors’ and supervisors’ liability insurance with Shin Kong Insurance Co. was approved. 13.Donation of NT$3 million to the Deli Educational Foundation through the Company was approved. 14. Amendment to Rules of Procedure for Shareholders Meetings was approved. 15.Approved the proposal to convene the shareholders’ meeting in 2020. 16.Capital financing to a related party, Ye Fulin, through Hangzhou Deli Textile Co. was approved. (Interested Parties, Chairman of the Board of Directors, Mr. YEH,CHIA-MING, Representative of the Corporate Director and General Manager, Mr. YEH,WEI-LI, and Representative of the Corporate Director,Mr. YEH,CHIA-HAO,recused themselves from votingon this case) |
| 16th Committee 20th meeting |
2020.04.20 | 1. Approved the recognition of bank loan guarantee line as of March 31, 2020. 2. Approved the amendments to Operation Directions for Compliance with the Establishment of Board of Directors and the Board’s Exercise of Powers. 3. The endorsement and guarantee case for Zhejiang Xinhu Venture Investment Co,.Ltd. was approved. 4. The endorsement and guarantee case for EDEN ROAD INTERNATIONAL LIMITED was approved. 5. Full re-election of seven directors (including independent directors) was approved. 6. Approved the discussion of the nomination and review of the list of candidates for director (including independent director). 7. The release of new directors from the non-competition restriction was approved. 8. The release of General Manager, KUO,CHUN-HSIUNG, from the non-competition restriction was approved. (General Manager KUO,CHUN-HSIUNG, an interested party, recused himself from voting on this case) 9. The release of managers from the non-competition restriction was approved. 10. Earnings Distribution for 2019 was approved. 11. Capital surplus distribution of cash was approved. 12. The motion of changingtheproxyspokesperson was approved. |
| 16th Committee 21th meeting |
2020.05.08 | 1.Approved the recognition of bank loan guarantee line as of Apr. 30, 2020. 2.The endorsement of guarantees case for EDEN ROAD INTERNATIONAL LTD. and Defa International Industrial Co.,Ltd. was approved. |
| 17th Committee 1st meeting (Interim Meeting) |
2020.06.11 | (1) The election of the chairman of the board of directors by the new directors was approved. (2) The election of Deputy Chairman by the new directors was approved. |
| 17th Committee 2nd meeting |
2020.06.19 | 1. The bank credit line discussion case was approved. 2. Approved the reappointment of General Manager, YEH,WEI-LI (Interested Parties, Chairman of the Board of Directors, Mr. YEH,CHIA-MING, Representative of the Corporate Director and General Manager, Mr. YEH,WEI-LI, and Representative of the Corporate Director and Deputy Chairman,Mr.YEH,CHIA-HAO,recused themselves from votingon this case) |
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| Committee No. | Meeting Time | Important Resolutions |
|---|---|---|
| 17th Committee 2nd meeting |
2020.06.19 | 3.Approved the promotion of General Manager KUO,CHUN-HSIUNG to Special Assistant to the Chairman (the interested parties, representative of the corporate director, KUO,CHUN-HSIUNG, recused himself from voting on the proposal). 4.Approved the promotion of Deputy General Manager, YU,I-NENG to Executive Deputy General Manager 4.Approved the promotion of Associate TSAI,CHI-HSIU to General Manager 5.Approved the proposal of hiring a remuneration committee 6. Approved the disposal of the shares of the subsidiary, LUCKY UNIQUE ENT. CO. ,LTD, 7. Abandoned the cash capital increase to BUDWEISER HONG KONG HOLDING COMPANY,LIMITED through its subsidiary, British Virgin Islands Deyi International Co., Ltd. was approved. 8. Lending of funds to Vietnam Deli Industrial Co. was approved. 9. The endorsement and guarantee case for Vietnam Deli Industrial Co. was approved. 10. The endorsement and guarantee case for Zhejiang Xinhu Venture Investment Co,.Ltd. was approved. 11. The endorsement and guarantee case for Hangzhou Deli Textile Co., Ltd. was approved. 12. The endorsement and guarantee case for Hangzhou Deli Textile Co., Ltd. was approved. 13. Donation of NT$3 million to the Deli Educational Foundation through the Company was approved 14. Base date for dividend allocation from retained earnings for 2019 was approved. 15. Base date for capital reserve cash allocation was approved. |
| 17th Committee 3rd meeting |
2020.08.06 | 1.Approved the recognition of bank loan guarantee line as of Jul. 31. 2.Approved the recognition of Deputy Chairman, YEH,CHIA-HAO’s payroll (Interested Parties, Chairman of the Board of Directors, Mr. YEH,CHIA-MING, Representative of the Corporate Director and General Manager, Mr. YEH,WEI-LI, and Representative of the Corporate Director and Deputy Chairman, Mr.YEH,CHIA-HAO, recused themselves from voting on this case) 3.Approved the proposal of salary adjustment for special assistant of the chairman, KUO,CHUN- HSIUNG (the interested parties, representative of the corporate director and special assistant of the chairman , KUO,CHUN-HSIUNG, recused himself from voting on the proposal). 4.Executive Deputy General Manager YU,I-NENG’s payroll recognition case was approved. 5. Deputy General Manager TSAI,CHI-HSIU’s payroll recognition case was approved 6. The bank credit line discussion case was approved. 7. Approved that on February 13, 2019, the Company entered into a joint credit agreement (the “Credit Agreement”) with Wang Tao Commercial Bank as the host bank and the managing bank for a total credit facility of NT$2.2 billion. It is proposed to apply for a waiver from the syndicate of joint creditors for the performance of certain obligations under the credit agreement, and to revise the credit agreement in conjunction with the new guarantee line for the issuance of medium-term commercial paper (C/P) and the revision of other covenants 8. Approved the cancellation of investment in garment factories in Vietnam. 9. Approved the establishment of the Company's "Standard Operating Procedures for Handling Directors' Requests". 10.Approved Proposal for discussion of the Company's loan made to Vietnam DE LICACY INDUSTRIAL CO., LTD. 11.Approved Proposal for discussion of the Company's loan made to TOTAL EXPRESS LTD. 12.Approved Proposal for discussion of the Company's loan made to Vietnam MJ DE-YI INTERNATIONAL LTD. 13.Approved Proposal of the endorsement for DE LICACY INDUSTRIAL CO., LTD. (Hangzhou) 14. Approved Proposal of the endorsement for Apex (Zhejiang) Textile Co., Ltd. 15. Approved Proposal of the endorsement for CHADTEX INDUSTRIAL CO., LTD. 16. Approved Proposal of the endorsement for COZY AV INTERNATIONAL CORP. 17. Approved Proposal of the endorsement for EDEN ROAD INTERNATIONAL LTD. (BVI), EDEN ROAD INTERNATIONAL LTD. (HONG KONG) and TEFUA MFG. CO., LTD. 18. Approved theproposal of capital increase for COZY AV INTERNATIONAL CORP. |
| 17th Committee 4th meeting |
2020.11.06 | 1.Approved the recognition of bank loan guarantee line as of Jul. 31. 2.Approved the discussion of bank loan amount. 3.Approved 2021Audit Plan 4.Approved 2021Audit Plan 5.Approved the Company’s “Directors’ Performance Evaluation” 6.Approved the independence evaluation of Company’s 2020 CPAs 7.Approved the capital increase of MJ DE-YI INTERNATIONAL LTD. 8.Approved for funding loands to Victory (Cayman) Holdings Lts. 9.Approved the endorsement and guarantee for CHADTEX INDUSTRIAL CO., LTD. 10.Approved the endorsement and guarantee for Victory (Cayman) Holdings Ltd. 11.Approved the endorsement and guarantee for NEW LAKE LIMITED |
- 47 -
| Committee No. | Meeting Time | Important Resolutions |
|---|---|---|
| 12.Approved the endorsement and guarantee for EDEN ROAD INTERNATIONAL LIMITED 13. Approved endorsement andguarantee for DE-FA INTERNATIONAL INDUSTRIAL CO.,LTD. |
||
| 17th Committee 5th meeting |
2021.01.22 | 1. Approved the discussion of bank loan amount. 2. Approved the funding of loands for Vietname DE LICACY INDUSTRIAL CO., LTD 3. Approved endorsement and guarantee for Vietname DE LICACY INDUSTRIAL CO., LTD 4. Approved endorsement and guarantee for Victory (Cayman) Holdings Ltd. 5. Approved endorsement and guarantee for APEX (ANQING)TEXTILE CO.,LTD 6. Approved endorsement and guarantee for TOTAL EXPRESS LIMITED 7. Approved endorsement and guarantee for EDEN ROAD INTERNATIONAL LIMITED (Registration place: British Virgin Islands ) 8. Approved endorsement and guarantee for EDEN ROAD INTERNATIONAL LIMITED (Registration place: Hong Kong) 9. Approved endorsement and guarantee for DE-FA INTERNATIONAL INDUSTRIAL CO., LTD. 10.Approved 2020 distribution of annual bonus for the chairman, Mr. YEH,CHIA-MING , general manager, Mr. YEH,WEI-LI and deputy chairman, YEH,CHIA-HAO (the interested parties, the chairman, Mr. YEH,CHIA- MING , general manager, Mr. YEH,WEI-LI and deputy chairman,YEH, CHIA-HAO are recusal from voting on the case) 11. Approved 2020 distribution of annual bonus for the spcial assistant of chairman, KUO,CHUN- HSIUNG (interested party, representative of institutional director and special assistant of chairman,KUO, CHUN-HSIUNG, are recusal from voting on the case) 12. Approved 2020 distribution of annual bonus for the financial supervisor and accounting supervisor, YU,I-NENG , and executive deputy general manager and supervisor of the production department, and supervisor of R&D, TSAI,CHI-HSIU 13.Approved Adjustment of the Group's Investment Structure in Arden Road International Ltd. |
| 17th Committee 6th meeting |
2021.03.15 | 1. Approved the recognition of bank loan guarantee amount and usage on Feb. 28, 2021 2. Approved the discussion of bank loan amount. 3. Approved the Company’s 2021 various planned salary and remuneration to be implemented 4. Approved 2020 Employee’s Remuneration and Directors’ Remuneration 5. Approved business report and 2020 individual financial statement and consolidated financial statement 6. Approved 2020 Appropriation of Loss 7. Approved the submission of 2020 “Statement of Internal Control System” 8. Approved endorsement and guarantee for Hangzhou DE LICACY INDUSTRIAL CO., LTD 9. Approved endorsement and guarantee for Vietname DE LICACY INDUSTRIAL CO., LTD 10. Approved the funding of loans for Vietname DE LICACY INDUSTRIAL CO., LTD 11. Approved Renewal of Directors' and Supervisors' Liability Insurance with Shinkong Insurance Co., Ltd. 12. Approved the Company’s “Directors’ Performance Evaluation” 13. Approved the amendement to the Company’s “Rules of Procedure for Shareholders Meetings” 14. Approved the matters for the conveyance of 2021 Shareholders’ Meeting 15. Approved the discussion on investment in China |
| (12) For the most recent year and as of the printing date of the annual report, if the directors or supervisors have dissenting opinions on important resolutions passed by the board of directors and there are records or written statements of such dissenting opinions, the main content of which: None. |
-
(13) Summary of the resignation and dismissal of the chairman, president, head of accounting, head of finance, head of internal audit, head of corporate governance, and head of research and development of the Company for the most recent year and as of the date of printing of the annual report: None.
-
48 -
4. Accountant's fee information: The company shall disclose the accountant's fee if one of the following circumstances occurs.
| Accounting firm | Name of Accountant | Name of Accountant | Audit Period | Remark |
|---|---|---|---|---|
| Deloitte & Touche | YANG, CHAO-CHIN | LI, CHI-CHEN | 2020.01. 01~2020.12. 31 |
Note: If the Company changes its accountant or accounting firm during the year, please indicate the audit period and the reason for the change in the remarks column.
| Amount Unit: NT$1000 | Amount Unit: NT$1000 | Amount Unit: NT$1000 | ||||
|---|---|---|---|---|---|---|
| Professional fee | Audit fee | Non-audit Fee | ||||
| System Design |
Business Registration |
Human Resources |
Others (Note) | Subtotal | ||
| Amount | 7,290 | - | - | 432 | 585 | 1,017 |
-
Note: The expenses mainly consist of transfer pricing, direct debit, disclosure checklist of corporate governance information, filing of foreign investment returns and implementation of the allowance in 2020.
-
(1) If the proportion of non-audit fees paid to the certified public accountant, the certified public accountant’s office, and their affiliates is at least one-fourth of the audit fees, the amount of audit and non-audit fees and the content of non-audit services should be disclosed: None.
-
(2) If you change your accounting firm and the audit fee paid in the year of change is less than the audit fee paid in the year before the change, you should disclose the amount, percentage and reason of the decrease. The amount, percentage and reason of the decrease in audit fees should be disclosed: None.
-
(3) If the audit fee has decreased by 10% or more from the previous year, the amount, percentage and reason for the decrease in audit fee should be disclosed: None.
-
49 -
-
Information on Replacement of Certified Public Accountants: None.
-
If the chairman, general manager, or manager in charge of financial or accounting matters of the Company has worked in the firm of the certified public accountant or its affiliates within the last year, the name, title, and period of employment in the firm of the certified public
accountant or its affiliates should be disclosed: None.
-
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 Year or During the Current Year up to the Date of Publication of the Annual Report
-
1.Changes in shareholdings of directors, supervisors, managers and majority shareholders:
| Title | Name | 2020 | 2020 | As of Mar. 04,2021 | As of Mar. 04,2021 |
|---|---|---|---|---|---|
| Shares Increase (decrease) |
Number of pledged shares Increase (decrease) |
Shares Increase (decrease) |
Number of pledged shares Increase (decrease) |
||
| Chairman | YEH,CHIA-MING | (110,000) | 0 | 0 | 0 |
| Directors | Fuhua Investment Co., Ltd. Representative: YEH,CHIA-HAO Representative: YEH,WEI-LI Representative: KUO,CHUN-HSIUNG |
0 | 0 | 0 | 0 |
| Independent Director | HUANG,CHUN-JEN | (5,000) | 0 | 0 | 0 |
| Independent Director | SU,PO-CHENG | 0 | 0 | 0 | 0 |
| Independent Director(Note 1) | TSAI,CHI-CHUN | 0 | 0 | 0 | 0 |
| DeputyChairman | YEH,CHIA-HAO | 0 | 0 | 0 | 0 |
| Special assistant of the chairman | KUO,CHUN-HSIUNG | 0 | 0 | 0 | 0 |
| General Manager | YEH,WEI-LI | (60,000) | 0 | 0 | 0 |
| Vice General Manager, Clothing Business Department(Note 2) |
YANG,YUAN-PO | 0 | 0 | 0 | 0 |
| Executive Deputy General Manager (Financial and AccountingSupervisor) |
YU,I-NENG | 0 | 0 | 0 | 0 |
| Management Division Associates(Note 3) | CHI,WEI-HSIEN | 0 | 0 | 0 | 0 |
| Supervisor of Production Department and DeputyGeneral Manager of R&D Division |
TSAI,CHI-HSIU | 0 | 0 | 0 | 0 |
Note 2: Newly served on Jun. 11, 2020. Note 2: Resigned Jun. 30, 2020. Note 3: Resigned Jun. 25, 2020
-
Information on directors, supervisors, managers, and persons related to the transfer of substantial shareholders’ equity: None
-
Information on directors, supervisors, managers, and persons related to the transfer of substantial shareholders’ equity: None
-
50 -
8. Information on the Relationship between any of the top Ten Shareholders (Related Party, Spouse, or Kinship within the Second Degree):
Information on the relationship between the top ten shareholders and their respective shareholdings
Date: as of Apr. 12, 2021; Unit: shares; %
Name〈Note 1〉 |
Own shareholding | Own shareholding | Spouse & Minor Shareholding (Note) |
Spouse & Minor Shareholding (Note) |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
THE NAMES AND RELATIONSHIPS OF TH | E TOP TEN SHAREHOLDERS WHO ARE RELATED PARTIES OR WHO ARE RELATED TO EACH OTHER AS SPOUSES OR SECOND DEGREE RELATIVES.(NOTE 3) |
Remark |
|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Sharehol ding ratio |
Number of shares |
Shareholdin g ratio |
Number of shares |
Sharehold ing ratio |
Name | Relation | ||
| Fufa International Investment Co., Ltd. Representative:YEH,CHIA-HAO |
32,928,067 | 8.56% | -- | -- | -- | -- | Fuhua Investment Co., Ltd . FUSON INTERNATIONAL CO., LTD. Yongyi Investment Co., Ltd. Chenxi International Investment Co., Ltd. Property Investment (Stock) Company WELL UNIQUE ENTERPRISE CO.,LTD. |
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company The Chairman of the Board and the Chairman of the Company are The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company The Chairman of the Board and the Chairman of the Companyare |
|
| 3,288,181 | 0.86% | ||||||||
| Fuhua Investment Co., Ltd. Representative: YEH,WEI-LI |
30,000,994 | 7.80% | -- | -- | -- | -- | Fufa International Investment Co., Ltd. FUSON INTERNATIONAL CO., LTD. Yongyi Investment Co., Ltd. Chenxi International Investment Co., Ltd. Property Investment (Stock) Company WELL UNIQUE ENTERPRISE CO., LTD. |
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company The Chairman of the Board and the Chairman of the Company are The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company |
|
| 2,859,392 | 0.74% | -- | -- | -- | -- | ||||
| FUSON INTERNATIONAL CO., LTD. Representative: YEH,CHIA-HAO |
30,000,443 | 7.80% | -- | -- | -- | -- | Fufa International Investment Co., Ltd. Fuhua Investment Co., Ltd. Yongyi Investment Co., Ltd. Chenxi International Investment Co., Ltd. Property Investment (Stock) Company WELL UNIQUE ENTERPRISE CO., LTD. |
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company The Chairman of the Board and the Chairman of the Company are The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company |
|
| 2,779,445 | 0.72% | -- | -- | -- | -- | ||||
| Yongyi Investment Co., Ltd. Representative: YEH,CHIA-HAO |
18,776,460 | 4.88% | -- | -- | -- | -- | Fufa International Investment Co., Ltd. Fuhua Investment Co., Ltd. FUSON INTERNATIONAL CO., LTD. Chenxi International Investment Co., Ltd. Property Investment (Stock) Company WELL UNIQUE ENTERPRISE CO., LTD. |
The Chairman of the Board and the Chairman of the Company are Second-degree kinship The Chairman of the Board and the Chairman of the Company are The Chairman of the Board and the Chairman of the Company are Second-degree kinship The Chairman of the Board and the Chairman of the Company are Second-degree kinship The Chairman of the Board and the Chairman of the Company are Second-degree kinship The Chairman of the Board and the Chairman of the Company are |
|
| 3,288,181 | 0.86% | -- | -- | -- | -- | ||||
| Chenxi International Investment Co., Ltd. Representative: YEH,WEI-LI |
17,664,370 | 4.59% | -- | -- | -- | -- | Fufa International Investment Co., Ltd. Fuhua Investment Co., Ltd. FUSON INTERNATIONAL CO., LTD. Yongyi Investment Co., Ltd. Property Investment (Stock) Company WELL UNIQUE ENTERPRISE CO., LTD. |
The Chairman of the Board and the Chairman of the Company are Second-degree kinship The Chairman of the Board and the Chairman of the Company are The Chairman of the Board and the Chairman of the Company are Second-degree kinship The Chairman of the Board and the Chairman of the Company are Second-degree kinship The Chairman of the Board and the Chairman of the Company are Second-degree kinship The Chairman of the Board and the Chairman of the Company are second degree and is a Supervisor of the company |
|
| 2,859,392 | 0.74% | -- | -- | -- | -- | ||||
| Fubon Life Insurance Co., Ltd. | 16,703,122 | 4.34% | -- | -- | -- | -- | -- | -- |
- 51 -
| Property Investment (Stock) Company Representative: YEH,CHIA-HAO |
9,381,819 | 2.44% | -- | -- | -- | -- |
Fufa International Investment Co., Ltd. Fuhua Investment Co., Ltd. FUSON INTERNATIONAL CO., LTD. Yongyi Investment Co., Ltd. Chenxi International Investment Co., Ltd. WELL UNIQUE ENTERPRISE CO., LTD. |
The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company The Chairman of the Board and the Chairman of the Company are The Chairman of the Board and the Chairman of the Company are Second-degree kinship The Chairman of the Board and the Chairman of the Company are Second-degree kinship The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company |
|
|---|---|---|---|---|---|---|---|---|---|
| 2,779,445 | 0.72% | -- | -- | -- | -- |
||||
| Entrusted trust property account, CTBC Bank |
8,619,017 | 2.24% | -- | -- | -- | -- |
De Licacy Industrial Co., Ltd. |
With control (Employee Stock Ownership Association) | |
| Songnian Investment (Stock) Company Representative: WANG,CHIEN-LIANG |
5,447,128 | 1.41% | -- | -- | -- | -- | -- | -- | |
| 3,507,930 | 0.91% | -- | -- | -- | -- | ||||
| WELL UNIQUE ENTERPRISE CO., LTD. Representative: YEH,CHIA-HAO |
3,716,479 | 0.96% | -- | -- | -- | -- |
Fufa International Investment Co., Ltd. Fuhua Investment Co., Ltd. FUSON INTERNATIONAL CO., LTD. Yongyi Investment Co., Ltd. Chenxi International Investment Co., Ltd. Property Investment (Stock) Company |
The Chairman of the Board and the Chairman of the Company are The Chairman of the Board and the Chairman of the Company are second degree and is a Supervisor of the company The chairman of the board of directors is a second degree of consanguinity to the chairman of the company and is a director of the company The Chairman of the Board and the Chairman of the Company are The Chairman of the Board and the Chairman of the Company are Second-degree kinship The Chairman of the Board and the Chairman of the Company are Second-degree kinship |
|
| 3,398,181 | 0.88% | -- | -- | -- | -- |
Note 1: The names of supervisors should be listed separately, corporate shareholders should list the names of corporate shareholders and their representatives separately and the amount of each payment should be disclosed in aggregate. Note 2: The calculation of the percentage of shareholding refers to the calculation of the percentage of shareholding in the name of oneself, one's spouse, minor children or the use of others, respectively.
Note 3: The shareholders listed in the preceding paragraph include both legal and natural persons, and the relationships between them should be disclosed in accordance with the Regulations Governing the Preparation of Financial Reports by Securities
Issuers.
-
52 -
-
The number of shares held by the Company, its directors, supervisors, managers and businesses directly or indirectly controlled by the Company in the same re-invested business and the consolidated percentage of shareholding are calculated as follows:
%
% |
% |
|||||
|---|---|---|---|---|---|---|
| Re-invested businesses | The Company’s investment | Directors, Supervisors, Managers and Investments in Direct or Indirectly Controlled Businesses |
Total investment |
|||
| Number of | Percentage | Number of shares | Percentage | Number of shares | Percentag | |
| DE LICACY (SAMOA) HOLDINGS CO., LTD. | 52,604,382 | 100.00 | - | - | 52,604,382 | 100.00 |
| WELL UNIQUE ENTERPRISE CO., LTD. | 9,936,207 | 24.98 | 13,629,773 | 34.27 | 23,565,980 | 59.25 |
| DE-FA INTERNATIONAL INDUSTRIAL CO.,LTD. | 5,500,000 | 100.00 | - | - | 5,500,000 | 100.00 |
| CHADTEX INDUSTRIAL CO., LTD. | 18,931,098 | 55.06 | - | - | 18,931,098 | 55.06 |
| DE LICACY OLDINGS CO., LTD | 27,010 | 100.00 | - | - | 27,010 | 100.00 |
| VIEW BEST GLOBAL LIMITED | 2,475,000 | 100.00 | - | - | 2,475,000 | 100.00 |
| Bright Wisdom Holdings Limited | - | - | 14,902,500 | 53.22 | 14,902,500 | 53.22 |
| BEST ALLIANCE INTERNATIONAL LIMITED | - | - | 37,900,000 | 100.00 | 37,900,000 | 100.00 |
| Vantage Gain Holdings Limited | - | - | 6,501,742 | 73.33 | 6,501,742 | 73.33 |
| EDEN ROAD International Co., Ltd. | - | - | 50,000 | 100.00 | 50,000 | 100.00 |
| HONG KONG EDEN ROAD INTERNATIONAL LTD. | - | - | 50,000 | 100.00 | 50,000 | 100.00 |
| Total Express Limited | - | - | 1 | 100.00 | 1 | 100.00 |
| Zhejiang Apex Textile Co.,Ltd. | - | - | 13,000,000 | 100.00 | 13,000,000 | 10.00 |
| HANGZHOU DE LICACY TEXTILE CO.,LTD. | - | - | 42,000,000 | 100.00 | 42,000,000 | 100.00 |
| DE SHEN (CAYMAN) HOLDINGS CO., LTD. | - | - | 108,032,700,860 | 100.00 | 108,032,700,860 | 100.00 |
| VIETNAM DE LICACY INDUSTRIAL CO., LTD. | - | - | 114,660,895.50 | 100.00 | 114.660.895.50 | 100.00 |
| Perfect StepLtd. | - | - | 8,862,037 | 20.00 | 8,862,037 | 20.00 |
| DE LICACY (ANGUILLA)HOLDINGS CO., LTD. | - | - | 5,005,000 | 100.00 | 5,005,000 | 100.00 |
| ERA NOUVEAU INTERNATIONAL CO., LTD. | - | - | 5,000,000 | 50.00 | 5,000,000 | 50.00 |
| DE HONG HOLDINGS CO.,LTD. | - | - | 1,500,000 | 50.00 | 1,500,000 | 50.00 |
| New Lake Co., Ltd. | - | - | 6,100,000 | 100.00 | 6,100,000 | 100.00 |
| DE HONG INTERNATIONAL CO.,LTD (DH) | - | - | 2,500,000 | 100.00 | 2,500,000 | 100.00 |
| ATAGO GARMENT VIETNAM CO.,LTD | - | - | 1,915,070 | 30.00 | 1,915,070 | 100.00 |
| BEAUTY PLUS VENTURES LIMITED | - | - | 11,920,238 | 85.00 | 11,920,238 | 85.00 |
| Lucky Apex Ventures Limited | - | - | 14,655,000 | 100.00 | 14,655,000 | 100.00 |
| GLORY WEALTHY CORPORATION LIMITED | - | - | 38 | 38.00 | 38 | 38.00 |
| APEX TEXTILE CO.,LTD | - | - | 10,400,000 | 100.00 | 10,400,000 | 53.22 |
| FUTURUS CO., LTD. | - | - | 1,000,000 | 100.00 | 1,000,000 | 100.00 |
- 53 -
IV. Capital Overview
1. Capital and Shares
(I) Source of Capital
| Year/Month | Par Value | Authorized Capital | Authorized Capital | Paid-in Capital | Paid-in Capital | Remark | ||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount (NT$) | Number of shares | Amount (NT$) | Source of Capital | Capital Increased by Assets Other than Cash |
Others | ||
| 1982.07 | 1,000 | 1,000 |
1,000,000 |
1,000 |
1,000,000 |
Incorporation | None | None |
| 1983.07 | 1,000 | 6,500 |
6,500,000 |
6,500 |
6,500,000 |
Capital increase by cash NT$5,500,000 | None | None |
| 1987.02 | 1,000 | 40,000 |
40,000,000 |
40,000 |
40,000,000 |
Capital increase by cash NT$33,500,000 | None | None |
| 1988.09 | 1,000 | 62,000 |
62,000,000 |
62,000 |
62,000,000 |
Capital increase by cash NT$22,000,000 | None | None |
| 1989.10 | 1,000 | 100,000 |
100,000,000 |
100,000 |
100,000,000 |
Capital increase by cash NT$38,000,000 | None | None |
| 1990.05 | 10 | 18,000,000 |
180,000,000 |
18,000,000 |
180,000,000 |
Capital increase by cash NT$80,000,000 | None | None |
| 1990.11 | 10 | 20,000,000 |
200,000,000 |
20,000,000 |
200,000,000 |
Capital increase from retained earnings NT$20,000,000 | None | None |
| 1991.06 | 10 | 22,200,000 |
222,000,000 |
22,200,000 |
222,000,000 |
Capital increase from retained earnings NT$22,000,000 | None | None |
| 1992.03 | 10 | 65,000,000 |
650,000,000 |
45,510,000 |
455,100,000 |
Capital increase by cash NT$166,500,000 Capital increase from retained earnings NT$66,600,000 |
None | None |
| 1993.05 | 10 | 65,000,000 |
650,000,000 |
63,714,000 |
637,140,000 |
Capital increase by cash NT$91,020,000 Capital increase from retained earnings NT$63,714,000 Capital increase from retained earnings NT$27,306,000 |
None | None |
| 1994.11 | 10 | 90,000,000 |
900,000,000 |
73,271,100 |
732,711,000 |
Capital increase from retained earnings NT$57,342,600 Capital increase from retained earnings NT$38,228,400 |
None | None |
| 1995.08 | 10 | 90,000,000 |
900,000,000 |
84,261,765 |
842,617,650 |
Capital increase from retained earnings NT$65,943,990 Capital increase from retained earnings NT$43,962,660 |
None | None |
| 1996.12 | 10 | 150,000,000 |
1,500,000,000 |
109,540,294 |
1,095,402,940 |
Capital increase by cash NT$84,261,760 Capital increase from retained earnings NT$126,392,650 Capital increase from capital reserve NT$42,130,880 |
None | None |
| 1997.07 | 10 | 160,000,000 |
1,600,000,000 |
153,356,411 |
1,533,564,110 |
Capital increase by cash NT$219,080,580 Capital increase from retained earnings NT$142,402,380 Capital increase from capital reserve NT$76,678,210 |
None | None |
- 54 -
| Year/Month | Par Value | Authorized Capital | Authorized Capital | Paid-in Capital | Paid-in Capital | Remarks | ||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount (NT$) | Number of shares | Amount (NT$) | Source of Capital | Capital Increased by Assets Other than Cash |
Others | ||
| 1998.06 | 10 | 280,000,000 |
2,800,000,000 |
191,695,515 |
1,916,955,150 |
Capital increase from retained earnings NT$230,034,620 Capital increase from capital reserve NT$153,356,420 |
None | None |
| 1999.06 | 10 | 280,000,000 |
2,800,000,000 |
239,619,394 |
2,396,193,940 |
Capital increase from retained earnings NT$297,128,050 Capital increase from capital reserve NT$182,110,740 |
None | None |
| 2003.10 | 10 | 280,000,000 |
2,800,000,000 |
239,719,394 |
2,397,193,940 |
Capital increase by cash NT$1,000,000 | None | None |
| 2003.11 | 10 | 280,000,000 |
2,800,000,000 |
239,819,394 |
2,398,193,940 |
Capital increase by cash NT$1,000,000 | None | None |
| 2004.12 | 10 | 280,000,000 |
2,800,000,000 |
230,137,394 |
2,301,373,940 |
None | None | |
| 2005.04 | 10 | 280,000,000 |
2,800,000,000 |
222,137,394 |
2,221,373,940 |
None | None | |
| 2006.01 | 10 | 280,000,000 |
2,800,000,000 |
175,596,020 |
1,755,960,200 |
None | None | |
| 2008.01 | 10 | 280,000,000 |
2,800,000,000 |
168,693,020 |
1,686,930,200 |
None | None | |
| 2008.11 | 10 | 280,000,000 |
2,800,000,000 |
164,849,020 |
1,648,490,200 |
None | None | |
| 2009.04 | 10 | 280,000,000 |
2,800,000,000 |
156,849,020 |
1,568,490,200 |
None | None | |
| 2010.08 | 10 | 280,000,000 |
2,800,000,000 |
227,439,020 |
2,274,390,200 |
Capital increase by cash NT$705,900,000 | None | None |
| 2012.04 | 10 | 280,000,000 |
2,800,000,000 |
223,080,020 |
2,230,800,200 |
Cancellation of treasury stock | None | None |
| 2012.10 | 10 | 280,000,000 |
2,800,000,000 |
216,896,020 |
2,168,960,200 |
Cancellation of treasury stock | None | None |
| 2015.09 | 10 | 280,000,000 |
2,800,000,000 |
233,003,305 |
2,330,033,050 |
Capital increase from retained earnings NT$108,448,010 Convert convertible corporate bond NT$52,624,840 |
None | None |
| 2015.12 | 10 | 280,000,000 |
2,800,000,000 |
233,776,230 |
2,337,762,300 |
Convert convertible corporate bond NT$7,729,250 | None | None |
| 2016.03 | 10 | 280,000,000 |
2,800,000,000 |
240,722,232 |
2,407,222,320 |
Convert convertible corporate bond NT$69,460,020 | None | None |
| 2016.05 | 10 | 280,000,000 |
2,800,000,000 |
272,155,209 |
2,721,552,090 |
Capital increase by cash NT$300,000,000 and Convert convertible corporate bond NT$14,329,770 |
None | None |
| 2016.09 | 10 | 280,000,000 |
2,800,000,000 |
275,002,820 |
2,750,028,200 |
Convert convertible corporate bond NT$28,476,110 | None | None |
| 2016.11 | 10 | 280,000,000 |
2,800,000,000 |
277,681,573 |
2,776,815,730 |
Convert convertible corporate bond NT$26,787,530 | None | None |
| 2017.08 | 10 | 360,000,000 |
3,600,000,000 |
320,681,573 |
3,206,815,730 |
Capital increase by cash NT$430,000,000 | None | None |
| 2017.09 | 10 | 360,000,000 |
3,600,000,000 |
334,565,652 |
3,345,656,520 |
Capital increase from retained earnings NT$42,893,450 | None | None |
| 2019.10 | 10 | 480,000,000 |
4,800,000,000 |
384,565,652 |
3,845,656,520 |
Capital increase by cash NT$500,000,000 | None | None |
Note: The approved date of capital increase for 1991 is 1991.06.08; the approved document number is (80) Tai-Tsai-Cheng (1) No. 01145.
- 55 -
The approved date of capital increase for 1992 is 1992.03.31; the approved document number is (81) Tai-Tsai-Cheng (1) No. 00606. The approved date of capital increase for 1993 is 1993.05.03; the approved document number is (82) Tai-Tsai-Cheng (1) No. 00954. The approved date of capital increase for 1994 is 1994.10.26; the approved document number is (83) Tai-Tsai-Cheng (1) No. 44068. The approved date of capital increase for 1995 is 1995.06.16; the approved document number is (84) Tai-Tsai-Cheng (1) No. 35880. The approved date of capital increase for 1996 is 1996.09.26; the approved document number is (85) Tai-Tsai-Cheng (1) No. 55227. The approved date of capital increase for 1997 is 1997.06.12; the approved document number is (86) Tai-Tsai-Cheng (1) No. 42251. The approved date of capital increase for 1998 is 1998.06.04; the approved document number is (87) Tai-Tsai-Cheng (1) No. 48754. The approved date of capital increase for 1999 is 1999.06.09; the approved document number is (88) Tai-Tsai-Cheng (1) No. 53514.
A total of 200,000 shares of common stock were placed in a private placement in 1993, which did not require the approval of the Securities and Futures Bureau. In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2004. In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2005.
The cancellation of shares by merger in 2006 did not require the approval of the FSC.
In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2008. In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2008. In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2009. The approved date of capital increase for 2010 is 2010.08.16; the approved document number is Ching-Guan-Cheng-Fa-Tzi No. 1000036878. In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2012. In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2012. In accordance with Article 28(1)(3) of the Securities and Exchange Act, the capital reduction of treasury stock was carried out in 2012.
The approved date of capital increase for 2005 is 2005.07.03; the approved document number is Ching-Guan-Cheng-Fa-Tzi No. 1040025122.
2015: Convertible bonds converted into shares are registered at least once a quarter with the company's registration authority for capital changes in accordance with Article 34 of the "Rules Governing the Issuer's Collection and Issuance of Marketable Securities.
2016: Convertible bonds converted into shares are registered at least once a quarter with the company's registration authority in accordance with Article 34 of the "Rules Governing the Issuer's Collection and Issuance of Marketable Securities.
The approved date of capital increase for 2016 is 2016.01.14; the approved document number is Ching-Guan-Cheng-Fa-Tzi No. 1040054002. The approved date of capital increase for 2017 is 2017.05.17; the approved document number is Ching-Guan-Cheng-Fa-Tzi No. 1060016176. The effective date of the declaration of the capitalization of the 2017 surplus is 2017.07.31.
The approved date of capital increase for 2019 is 2019.07.18; the approved document number is Ching-Guan-Cheng-Fa-Tzi No. 1080322470.
| Type of Shares | Authorized Capital | Remarks | ||
|---|---|---|---|---|
| Issued Shares (Note) | Un-issued Shares | Total Shares | ||
| Common Stock | 384,565,652 | 95,434,348 | 480,000,000 |
Note: Of the shares issued, 384,565,652 shares were listed shares.
Information about the Shelf Registration Form: Not applicable.
- 56 -
(2) Status of Shareholders
Apr. 12, 2021
| Status of Shareholders Items |
Government Financial Institutions |
Financial Institutions |
Other Juridical Persons |
Domestic Natural Persons |
Foreign Institutions & Natural Persons |
Treasury Stock |
Total |
|---|---|---|---|---|---|---|---|
| Number of Shareholders | 0 | 10 | 203 | 39,879 | 62 | -- | 40,154 |
| Shares | 0 | 26,166,520 | 166,767,420 | 186,307,252 | 5,324,460 | -- | 384,565,652 |
| Percentage | -- | 6.80% | 43.37% | 48.45% | 1.38% | -- | 100.00% |
Note: First listed companies and emerging companies should disclose the proportion of their shares held by Chinese capital; Chinese capital refers to the people, legal entities, organizations, and other institutions in mainland China or their companies invested in third regions as stipulated in Amendment No. 3 to the Regulations for the Permission of People from Mainland China to Invest in Taiwan.
(3) Shareholding Distribution Status
1) Common Stock Apr. 12, 2021
| Shareholdings Tiers | Number of Shareholders |
Shares | Percentage |
|---|---|---|---|
| 1 to 999 |
22,027 | 1,574,704 | 0.40% |
| 1,000 to 5,000 |
12,382 | 27,346,908 | 7.11% |
| 5,001 to 10,000 |
2,700 | 20,215,155 | 5.26% |
| 10,001 to 15,000 |
1,072 | 13,153,018 | 3.42% |
| 15,001 to 20,000 |
539 | 9,708,607 | 2.52% |
| 20,001 to 30,000 |
524 | 12,904,437 | 3.36% |
| 30,001 to 40,000 |
231 | 8,211,496 | 2.14% |
| 40,001 to 50,000 |
151 | 6,914,730 | 1.80% |
| 50,001 to 100,000 |
291 | 20,128,708 | 5.23% |
| 100,001 to 200,000 |
119 | 16,777,927 | 4.36% |
| 200,001 to 400,000 |
56 | 15,808,834 | 4.11% |
| 400,001 to 600,000 |
18 | 9,070,453 | 2.36% |
| 600,001 to 800,000 |
9 | 6,250,092 | 1.63% |
| 800,001 to 1,000,000 |
8 | 7,150,400 | 1.86% |
| Over 1,000,001 | 27 | 209,350,183 | 54.44% |
| Total | 40,154 | 384,565,652 | 100.00% |
2) Preferred Shares: None.
(4) List of Major Shareholders: List of shareholders with a shareholding of 5% or more or the top ten shareholders in terms of shareholding
| r the top ten shareholders in terms of | shareholding | |
|---|---|---|
| Shares Shareholder’s Name |
Shares | Percentage |
| Fufa International Investment Co.,Ltd. | 32,928,067 | 8.56% |
| Fuhua Investment Co.,Ltd. | 30,000,994 | 7.80% |
| FUSON INTERNATIONAL CO.,LTD. | 30,000,443 | 7.80% |
| Yongyi Investment Co.,Ltd. | 18,776,460 | 4.88% |
| Chenxi International Investment Co.,Ltd. | 17,664,370 | 4.59% |
| Fubon Life Insurance Co.,Ltd. | 16,703,122 | 4.34% |
| PropertyInvestment(Stock)Company | 9,381,819 | 2.44% |
| Entrusted trustpropertyaccount,CTBC Bank | 8,619,017 | 2.24% |
| Songnian Investment(Stock)Company | 5,447,128 | 1.42% |
| WELL UNIQUE ENTERPRISE CO.,LTD. | 3,716,479 | 0.97% |
- 57 -
(5) Market Price, Net Worth, Earnings, and Dividends per Share for the past two years:
Items |
Year | Year | Year | 2019 | 2020 | As of Mar. 31, 2021 (Note 8) |
|---|---|---|---|---|---|---|
| per Share Market Price (Note 1) |
Maximum | 29.25 | 27.25 | 19.10 | ||
| Minimum | 19.60 | 15.00 | 16.90 | |||
| Average | 23.96 | 19.93 | 17.88 | |||
| Net worth per |
Before distribution | 14.28 | 12.23 | -- | ||
| share (Note 2) | After distribution | -- | -- | -- | ||
| Earnings per share |
Weighted Average Shares (thousand shares) |
347,360 | 383,924 | 384,789 | ||
| Earnings per share (Net loss)(Note 3) |
Before adjustment |
1.61 | (0.54) | 0.25 | ||
| After adjustment |
1.61 | (0.54) | 0.25 | |||
| per Share Dividends |
Cash Dividen ds |
Bonus shares | 1.05 | -- | -- | |
| Dividends from Capital Surplus |
0.45 | -- | ||||
| Bonus shares |
Bonus shares | -- | -- | -- | ||
| Dividends from Capital Surplus |
-- | -- | -- | |||
| Accumulated Undistributed Dividends(Note 4) |
-- | -- | -- | |||
| Return on Investment |
Price / Earnings Ratio(Note 5) | 14.88 | (36.91) | -- | ||
| Price / Dividend Ratio(Note 6) | 15.97 | -- | -- | |||
| Cash Dividend Yield Rate (Note 7) | 6.26 | -- | -- |
Note 1: The highest and lowest market prices of common stock for each year are listed, and the average market price for each year is calculated based on the value and volume of transactions for each year.
Note 2: Please use the number of shares outstanding at the end of the year as the basis for the distribution of shares resolved at the following year’s shareholders’ meeting.
Note 3: If there is a retroactive adjustment due to a no-compensation stock allotment, the earnings per share before and after the adjustment should be shown.
Note 4: If the conditions of issuance of equity securities provide that unpaid dividends for the current year may be accumulated and paid in the year of earnings, the dividends accumulated and unpaid as of the current year should be disclosed separately.
Note 5: The Price / Earnings Ratio = average closing price per share for the year / earnings per share. Note 6: The Price / Dividend Ratio = average closing price per share for the year / cash dividend per share. Note 7: The Cash Dividend Yield Rate = cash dividend per share / average closing price per share for the year. Note 8: The net value per share and earnings per share should be presented as of the most recent quarterly period
audited (reviewed) by the accountants as of the printing date of the annual report; the remaining columns should be presented for the current year as of the printing date of the annual report.
(6) Dividend Policy and Implementation Status
1. Dividend Policy
Article 26-1 of the Company's Articles of Incorporation provides as follows: The Company shall first set aside 10% of the Company's annual earnings, if any, as legal reserve, except that if the legal reserve has reached the amount of the Company's paid-in capital, it may not be set aside, and the remainder shall be set aside or reversed to a special reserve in accordance with the provisions of the Act, and the remainder shall be added to the accumulated undistributed earnings of previous years as distributable earnings. The Board of Directors shall, at its discretion, retain the accumulated undistributed earnings of the
- 58 -
previous year as distributable earnings and prepare a proposal for the distribution of the earnings to shareholders for resolution at the shareholders' meeting.
The Company shall distribute dividends with reference to the characteristics of the industry's economic cycle and in the interest of sustainable operation and long-term development. The cash portion of dividends and bonuses to shareholders shall not be less than 10%, subject to adjustments based on the Company's performance and capital requirements.
- Implementation Status
The Company has proposed to compensate loss with legal surplus reserve, NT$162,083 thousand by the Board of Director on March 15, 2021 and proposed to appropriate cash dividends with capital reserve NT$115,370 thousand by the Board of Directors on April 28, 2021 (NT$0.3 per share). For the proposal of loss refill by appropriation in 2020 and cash dividends by capital reserve proposal are pending in the resolution in the General Shareholders' Meeting on June 10, 2021.
-
(7) The effect of the proposed gratis stock allotment at the shareholders’ meeting on the Company’s operating results and earnings per share: The shareholders’ meeting was held without a resolution for the allotment of shares.
-
(8) Information on Remuneration of Employees Directors and Supervisors:
-
1.The percentage or scope of remuneration for employees, directors and supervisors as set forth in the Articles of Incorporation:
Article 26 of the Company’s Articles of Incorporation provides as follows: If the Company makes a profit in a year, it shall set aside not less than 4% as employee compensation, which shall be distributed in shares or cash by resolution of the Board of Directors, to employees of subordinate companies who meet certain criteria; the Company may set aside not more than 3% of the abovementioned profit as remuneration to directors and supervisors by resolution of the Board of Directors. The remuneration to employees and remuneration to directors and supervisors should be reported to the shareholders’ meeting.
However, the Company’s accumulated losses shall have been covered first, and then the remuneration to employees and directors and supervisors should be provided in proportion to the aforementioned amount.
-
2.The basis for estimating the amount of compensation to employees, directors and supervisors, the basis for calculating the number of shares for employee compensation distributed in stock, and the accounting treatment if the actual amount of allotment differs from the estimated amount:
-
(1) The basis for estimating the amount of employees' remuneration and directors' and supervisors' remuneration for the current period: In accordance with the Company's Articles of Incorporation.
-
(2) The basis for calculating the number of shares to be allotted as stock dividends and the actual amount allotted: None.
-
(3) Accounting for differences from estimates: The accounting treatment is based on the change in accounting estimate.
-
The Board of Directors approved the distribution of remuneration:
-
(1) Employees' remuneration and directors' and supervisors' remuneration distributed in cash or shares.
-
For 2020, the Company's net loss was NT$207,286,476, therefore, no
-
compensation to employees and directors was paid.
-
(2) The amount of employee compensation distributed in stock and its proportion to the aggregate amount of net income after tax and total employee compensation in the individual financial statements for the period: Not applicable.
-
59 -
- The actual allotment of employees’, directors’ and supervisors’ remuneration in the previous year (including the number of shares allotted, the amount and the price of shares), the difference between the allotment and the recognition of employees’ bonuses and directors’ and supervisors’ remuneration, and the amount of the difference, the reasons for the difference and the circumstances under which the difference was handled, should be stated: None.
-
(9) Buyback of Treasury Stock: None.
-
Corporate Bond: None
-
Preferred Shares: None
-
Issuance of Overseas Depositary Receipts: None
-
Employ Stock Warrants: None
-
New Restricted Employee Shares: None
-
Issuance of New Shares for Acquisition or Exchange of Other
-
Companies’ Shares: None
-
Implementation of capital utilization plan
-
(1) Implementation Content: None.
-
(2) Status of implementation: None.
-
60 -
V. Operations Profile
1. Business Scope
(1) Business Scope
-
The principal elements of the Consolidated Company’s business operations are as follows:
-
(1)Printing, dyeing, finishing, manufacturing and trading of various textile products such as bubble fabric, blended fabric, jacquard, plaid, stretch fabric, chemical fiber fabric, polyester cotton fabric, silk satin, etc.
-
(2)Manufacturing, trading, processing, importing and exporting of the aforementioned products and related yarn materials.
-
(3) Artificial fiber manufacturing industry.
-
(4) Cloth wholesale industry.
-
(5) Dyes and pigments wholesale industry.
-
(6) Pollution control equipment wholesale industry.
-
(7) Cloth retail industry.
-
(8) Specific professional area development industry.
-
(9) Industrial plant development for lease and sale.
-
(10) Clothing industry.
-
(11) All business items that are not prohibited or restricted by law, except those that are subject to special approval.
-
Percentage of sales revenue
| ercentage of sales revenue | |
|---|---|
| Main Products | 2020 OperatingRatio |
| Staple Fiber Fabric | 12.00% |
| Long-fiber fabrics | 82.67% |
| Other | 5.33% |
| Total | 100.00% |
-
Our current products
-
(1)Short fiber fabric: short fiber first dyed yarn fabric, short fiber first dyed yarn elastic fabric, Poly/Nylon Y/D fabric, Poly/Nylon elastic Y/D fabric, long and short fiber interwoven fabric, special tissue fabric and short fiber/long and short fiber interwoven fabric after dyeing and finishing processing (sanding, brushing, shearing, printing, embossing, hole punching...) etc.
-
(2) Long-fiber fabrics: advanced polyester, nylon long-fiber cloth, new combined fiber (including microfiber, combing wool tone, imitation hemp tone, fleece tone) cloth, suede cloth, peach skin fabric, shaped cross-sectional functional cloth, environmental protection recycling (polyester, nylon) cloth, furniture decoration cloth, curtain cloth, type memory cloth, coated cloth / laminated composite processing cloth, finishing process (sanding, brushing, shearing, printing, calendering, embossing, flocking, hole punching...) etc.
-
New products planned to be developed
-
(1) Staple Fiber Fabric:
-
A. Natural wool and synthetic fiber BLEND, emphasizing technology and comfort.
-
B. Imitation dance dragon twist effect FLANNEL.
-
C. Long and short fiber interwoven oil wax processing.
-
D. Multi-layer composite functional fabrics (antibacterial and deodorization, anti-UV, chlorine resistance, moisture absorption and perspiration,
-
-
61 -
waterproof and permeability, heat storage and temperature preservation, coating, lamination, anti-wrinkle processing).
- E. High-sensitivity nylon TACTEL, SUPPLEX and polyester spandex shirts.
- F. Two-way pseudo-elastic stretch shirt fabric.
- G. Gradient effect multi-color fabric.
-
(2) Long-fiber fabrics:
-
A. Light weight stretch bubble cloth.
-
B. Faux wool sense furniture fabric.
-
C. Slub effect fabric.
-
D. Imitation cotton feeling ATY elastic fabric.
-
E. Multi-layer composite functional fabrics (super water repellent, antibacterial and deodorization, anti-UV, moisture absorption and perspiration, rain forest, down, coating, lamination, printing, embossing, 3D embossing, flocking, hole punching).
-
F. Light weight A DRY.
-
G. Environmentally friendly recycled polyester, nylon fiber development.
-
H. Develop high moisture permeability and high water pressure resistant 2Layer and 3Layer compound processing fabric.
-
-
(2) Industry overview
-
(1) Current status and development of the industry
Developed countries around the world have been developing their textile industries for decades. Under the influence of the increasing textile trade, all aspects of the industry are in a highly competitive market environment. At this stage, China is the world's largest textile exporter, and developing countries are constantly competing with each other. In addition, the textile industry in China has grown by leaps and bounds to become a global manufacturing plant, and it has also become an important region for advanced countries to develop because of its huge domestic demand market. Taiwan’s textile industry is facing the constraints of the internal business environment and the drastic changes in international competition, and needs to change from the OEM (contract manufacturing) production model to the ODM (design processing) / OBM (private label) technology R&D and design model. Therefore, at this stage, we are focusing on innovation, research and development, and design to strengthen our ability to design and operate our own brands, and to move toward higher economic efficiency. At this stage, in addition to developing existing products with advantages in response to the economic situation, it is more important to create markets by enhancing high value-added products and deep differentiation. Taiwan’s textile industry has gradually shifted its production strategy towards non-price competition, and the consumer market has also shifted towards functional, functional and environmentally friendly fabrics. With a complete upstream, midstream and downstream production and marketing system, Taiwan has combined the advantages of natural and chemical fibers, and developed new products with high functionality and high value-added to create new demand, thus it has excelled in the global performance of functional textiles and become a major supplier of functional fabrics worldwide. The fabric development technology and manufacturing quality have been recognized by international manufacturers, and Taiwan’s textile industry has a strong trade base and solid management experience. Moreover, Taiwan has established good strategic alliances with major international brands. Looking at the global textile industry, Taiwan has long been an important member of the global textile supply chain.
In recent years, due to the rapid changes in the global economic and trade environment and the prevalence of regional economic integration in the international arena, especially the implementation of free trade agreements between Korea and the European Union, the United States and mainland China, Taiwan's market share in these markets has been gradually replaced by China and Korea, resulting in negative growth in domestic textile exports in recent years. In the second half of 2019, the overall economy will become conservative due to the trade war between the U.S. and China, and China's textile and apparel industry will show signs of recession. In order to prevent the impact of the trade war between the U.S. and China, apparel brand manufacturers will shift their orders from China to Taiwan or Southeast Asian countries. Taiwan textile manufacturers in ASEAN countries
- 62 -
will be able to benefit from the effects of the trade war between the U.S. and China and are expected to achieve further success.
The textile industry in the 21st century has matured and traditional textile products are facing low price competition from developing countries, and the main production areas of downstream related industries have shifted to count ries with lower labor costs. However, under the influence of global warming and climate anomalies, the issue of environmental protection has rec eived much attention, and individuals’ awareness of environmental protection has gradually risen, coupled with the increase in average personal income and quality of life, the general public is more willing to spend on higher quality sports and leisure goods, which has led to a new direction of development for the textile industry under the pressure of price competition. At present, the mainstream trend is towards eco-friendly fabrics and functional fabrics.
There are two main demands for eco-friendly fabrics, one is to reduce the energy used in the manufacturing process and the pollution produced by the product, and the other is to minimize the damage to the environment or to recycle the resources when the product is disposed of.
As for functional fabrics, the main functions can be classified into three categories: "comfort, safety, and special purpose". The comfort category includes heat storage, cooling, moisture wicking, etc., while the safety category includes anti-UV, anti-bacterial, anti-radiation, flame retardant, etc., and the special purpose category includes high tensile strength, ballistic protection, etc. Functional fabrics are fabrics with different functions made by special processing. In the early days, special processing led to expensive produ ction costs, and most of the products had to be used to know their effects, so they were not favored in the market, but in recent years, through continuous research and development and improvement, and with major apparel brands focusing on promotion, functional fabric apparel has now taken a place in the market.
In addition, in recent years, the number of participants in soccer, jogging, golf, and yoga has increased due to the global trend of sports. In the past, the development of textile products focused on comfort and durability, which can no longer meet the needs of consumers nowadays. The demand for functional fashion is rising, not only for basic functionality, but also for comfort, beauty and fashion. This part of the market is categorized as Lifestyl e, and the demand for functional fashion has penetrated into home wear, rather than being limited to outdoor or hiking use. Therefore, sports and leisure apparel has become the mainstream of today's wear, the world's leading apparel and sporting goods brands have launched sports and leisure-related apparel, and the global sports and leisure apparel market is also showing a trend of continuous growth.
According to Euromonitor International (2019/1), the global sportswear market reached US$200.97 billion in 2018, of which US$90.4 billion (45% of the total sportswear market) was for functional apparel, US$32.2 billion (16% of the total sportswear market) for outdoor apparel, and US$78.4 billion (39% of the total sportswear market) for lifestyle apparel. The glo bal sportswear market is expected to grow at a rate of over 5% in 2018-2019, reaching a size of US$215.9 billion (NT$647 billion), with the growth of functional and outdoor apparel outperforming the average growth rate. The average annual compound growth rate of sportswear is estimated to be 6.21% from 2019 to 2023, indicating that there is still room for further de velopment of the industry.
(2)Upstream, midstream, and downstream industry linkages
, The textile industry chain can be divided into six major items petrochemical raw materials, fibers, spinning, weaving, dyeing and finishing, and garments. The upstream is petrochemical raw materials, which are made into nylon fiber, polyester fiber, rayon fiber, carbon fiber and other artificial fiber products, and then spun into yarn, and then woven
- 63 -
into fabric, then bleached, dyed, printed, coated, finished and other d yeing and finishing procedures, and cut and sewn into garment products or o ther
==> picture [428 x 189] intentionally omitted <==
related textile products. The products are then cut and sewn int o garments or other related textile products. The Company and its subsidiaries' main products are long- and staple-fiber fabrics, which are mainly in the midstream of the overall textile industry.
- (3)Various trends of product development
Although the sales volume was affected by the global financial crisis in the past few years, the recovery of the economy in the past two years has boosted the demand for textile products, and the textile industry is a basic industry for people’s livelihood. The textile industry is a basic industry for people’s livelihood. With the rising demand from Mainland China and emerging countries, the demand for textile products will remain stable as fabrics ar e increasingly developed into functional fabrics that meet health needs and functional leisure sports fabrics.
- (4)Competition status
Our company has a good research and development team, constantly research and develop high value-added products, and actively participate in government-assisted industrial project cooperation programs and governmentorganized textile training courses, and send our research and development staff to participate in international fabric exhibitions to learn the market trend information, and further enhance our research and development staff's fash ion acumen and innovative technology capabilities. In addition, we also strengthen the integration of enterprise resources management, focusing on the integration of research and development, production, marketing, and financial management, and review and plan again, with the goal of rationalization, high efficiency, high quality, and low cost, in order to strengthe n the operation quality and improve the operation performance.
-
(3) Technology and R&D Overview
-
(1)The principal elements of the Consolidated Company’s business operations are as follows:
Since our company was established, we have been actively participating in government-assisted industrial projects, technical seminars of academic institutions and textile training courses held by the government. The Company has sent our R&D staff to participate in international fabric exhibitions and visit our brand customers from time to time to understand customers’ brand needs and learn the market trend information, so as to enhance our R&D staff’s fashion acumen and innovative technology ability. The Company accumulates our core technology through deep research and patent application.
- (2)Research and development expenses for the most recent year and for each year ended on the date of the annual report.
e date of the annual report. |
||
|---|---|---|
| Items | 2020 | As of Apr. 30,2021 |
| Expenses | NT$208,495 thousand | NT$64,802 thousand |
| Percentage of turnover % | 2.43% | 1.97% |
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(3) Successful technology or product development in the most recent year :
| Item Year |
Description of R&D results |
|---|---|
| 2017 | (1) WEAVE FLEECE LONG PILE (2) RECYCLE NYLON (3) COTTON/T400 HARD CORE STRETCH (4) WEAVE STRUCTURE STRETCH (5) POLYESTER/WOOL BLEND STRECTCH (6) GRADIENT EFFECT SHADOW YARN (7) NYLON TACTEL MELANGE SHIRTS (8) BI-STRETCH A-DRY CLEAR COATING (9)PUIMITATION LEATHER 3LAYER LAMINATION (10)SOFT HAND-FEEL AND SILENCE 2LAYER LAMINATION |
| 2018 | (1) RECYCLE PI-TECH (2) RECYCLE DL- DL (3) N50D FDY WITH STRETCH (4) FLEECE &LONG PILE TECH (5) YARN DYE AERO TECH STRETCH (6) NYLON ATY WITH STRETCH SHIRTS (7) anti pilling melange flannel (8)DIFFERENT SHRINKAGE EFFECT SEERSUKER (9) WATER BASED PU COATING (water-based PU sizing products) (10)SMOOTH HANDFEEL AND 4 WAY-STRETCH 2LAYER&3LAYER LAMINATION |
| 2019 | (1) NYLON POWER STRETCH WITH 70D SPANDEX. (2) RECYCLE NYLON(PRE&POST)STRETCH. (3) DLFIT SLUB (4) DLCORE 400 (5) YARN DYE AERO TECH WITH HIGH STRENGTH YARN. (6) NYLON COOL WITH STRETCH SHIRTS (7) 30D LIGHT WEIGHT STRETCH 3 LAYER LAMINATION (8) AERO-TECH 3 LAYER LAMINATION (9) WEFT STRETCH DOWN PROOF COATING (10) SOFT HANDFEEL WAX COATING |
| 2020 | (1) DOUBLE FACE FLEECE (2)NYLON ATY WITH STRETCH PANTS (3)FLEECE WITH AERO TECH FUNCTION (4)EVOLUTION FLEECE 2.0 (5)YARN DYED PI TECH SHIRTS (6)NYLON ANTI-BACTERIAL FUNCTIONAL FIBER WITH (7)RECYCLE ANTI PILLING FLANNEL (8)2-LAYER LAMINATION RE-TPU FILM (9)3- LAYER LAMINATION RE-TPU CLEAR FILM |
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| Item Year |
Description of R&D results |
|---|---|
| (10)NATURAL FIBER BLENDED FABRIC WITH OIL-WAX COATING AND PRINTING VINTAGE OUTLOOKS |
|
| 2021 Up to now |
(1)SPECIAL TEXTURED YARN WITH COTTONY HANDFEEL (2)RECYCLE NYLON ATY WITH STRETCH PANTS (3)NYLON COOLING FUNCTIONAL FIBER WITH AERO TECH FUNCTION(Cool feeling nylon hole design fabric) |
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(4) Long- and short-term business development plans
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A. Long-term business development plan
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(1) Continuously expanding vertical integration of production capacity to pursue market share.
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(2) Actively participate in international exhibitions and visit foreign customers to expand the export market.
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B. Short-term business development plans
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(1) Continuously innovate products to shorten development lead time and provide customers with diverse product choices.
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(2) Improve customer service quality and provide comprehensive solutions to meet consumer needs.
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(3) Increase the added value of our products and maintain a high level of competitiveness.
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(4) Integrate the supply system and enhance product distribution.
2. Market and Sales Overview
(1) Market analysis
1.Major product sales regions
Unit: NT$1,000
| Year | 2019 | 2019 | 2020 | 2020 | |
|---|---|---|---|---|---|
| Area | Sales amount | Percentage | Sales amount | Percentage | |
| Foreign Sales |
Asia | 3,292,350 | 30.15% | 2,026,678 | 23.58% |
| Europe | 1,131,391 | 10.36% | 1,293,680 | 15.05% | |
| Americas | 330,050 | 3.02% | 424,459 | 4.94% | |
| Other | 1,298,351 | 11.89% | 1,084,606 | 12.62% | |
| Domestic Sales | 4,867,582 | 44.58% | 3,765,236 | 43.81% | |
| Total | 10,919,724 | 100.00% | 8,594,659 | 100% |
Our main target markets include North America, Europe, Japan and other international outdoor functional products, sports and leisure brands and popular brands of men's and women's apparel. Our products cover functional outdoor apparel, sports and casual apparel, popular men's and women's apparel, Uniform, and the North American and European home furnishing markets.
- (1) Staple Fiber Fabric
Our main products are cotton/polyester/nylon pre-dyed elastic plaid, bubble fabric, brush-cut flannel, golf ball, and long and short fiber interwoven fabric...etc. Through our professional pattern design capability,
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new functional fiber development and differentiated finishing, our products are well received by brand customers and sold all over the world.
A. Domestic Market
We combine with major domestic traders such as Shi Chun, An Feng, Yaojin, Jiutian, etc. to develop products for domestic and foreign brand customers. We are able to develop products for domestic and foreign brand customers' needs, and to gain customers' trust with our fast product development capability and accurate production delivery time to create a win-win situation.
B. Export market
Includes European sports outdoor leisure brands and North American sports, popular men’s and women’s brands, Japanese sports brands mainly include Eddie Bauer, Express, POLO, 5.11, UA, ADIDAS. In recent years, we have been investing in new looms, spinning machines, part of the warping machines and other equipment to improve the quality of our products.
We have been actively adjusting our product structure and developing advanced new products by applying the characteristics of domestic functional man-made fibers, and our products have been gradually accepted by the market, creating higher export sales.
(2) Long-fiber fabrics
With the professionalism of functional fabrics and the ability to combine design with fashion trends, we provide outdoor functional and sports brands with more diversified and rich choices. We have established a complete international marketing channel and cooperated with regional traders, agents and international famous brands through strategic alliances.
- A. Domestic Market
Combined with the main domestic traders such as fiber, Ning Mei, Shi Chun, pray source... For domestic and foreign brand customers such as FJ, WOOLRICH, VAUDE, JWS, MILLER, VF Group's international brands... We develop products for the needs of domestic and foreign brand customers such as FJ, WOOLRICH, VAUDE, JWS, MILLER, VF Group's international brands... etc. Through strategic alliances with regional traders, agents and internationally renowned brands, we are able to fully share resources and improve our production capacity and efficiency.
B. Export market
a.Asia
(a) Japanese Market
Japanese sports brand market will be mainly overseas processing garments back to Japan, ASEAN Japanese garments tariff-free incentives, Taiwan's R & D capabilities + Vietnam bulk production, the current cooperation brands are UNIQLO ASICS MIZUNO. Due to the Japanese side's quality promotion, this market transaction will help to improve the quality of the factory and the production capacity of the production equipment to continue to grow.
(b) Southeast Asia Market
Southeast Asian countries are currently the main production sites of international sportswear brands in Europe, the United States and Japan. We are cooperating with garment factories such as HOJEN (Indonesia), YONGONE (Bangladesh), Cambodia,
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JENSMART (Vietnam), HAEWAE APPAREL and the Philippines, and we hope to strengthen our cooperation with garment factories to increase the amount of fabric purchased by them. b.European Region
The European market focuses on environmental protection issues and requires organic, recycled and non-toxic products, mainly for sports brands and furniture fabrics. Through intensive customer visits and long-term cooperation with our agents, the market has grown steadily. Currently, we are accelerating the application of environmentally friendly materials such as recycled polyester and fluorine free water repellent to cooperate with brands such as DECATHLON, SYMTHONY, SALOMON, JACK WOLFSKIN ......, and we are fully grasping the market opportunities and product advantages, and we should make good progress this year. c.North America
The North American apparel market is the largest in the world and the company’s most important fabric supplier, covering functional outdoor apparel, sports and casual apparel, popular men’s and women’s apparel, Uniform and home decor markets. Our brands include UA, COLUMBIA, LEVIS, 5.11, ADIDAS, and EXPRESS. In addition to deepening the application of our existing customers' products, we also focus on the needs of individual brands in niche markets, introducing new processing technologies, developing advanced new products, and strengthening our marketing channels and marketing services to create higher export sales.
2.Market share
Due to our complete production facilities, from upstream processing yarn, warping, sizing, embroidery, dyeing and finishing, post-processing coating, laminating to final physical quality control, we have a complete set of machines and equipment, which are vertically integrated to give full effect to our product structure, processing methods and product quality. As a result, the company’s high quality fabrics are well recognized by international sports brands and home decoration markets in the U.S., Canada, Europe and Japan, and its market share and sales have been increasing year by year. We continue to innovate in the research and development, production and marketing of staple fabrics to maintain steady growth in the market. In terms of long-fiber fabrics, we not only continue to develop in the original furniture market, but also shift to the high unit price sports market, and produce complex functional fabrics, and our strategy has become competitive than the industry.
For the years 2019 and 2020, the Company's main sales regions were 44.58% and 43.81% for domestic sales, 3.02% and 4.94% for the U.S. and Canada, 10.36% and 15.05% for Europe, 30.15% and 23.58% for Asia, and 11.89% and 12.62% for others, respectively.
In addition, we have established stable partnerships with our brand customers over a long period of time, and our products are designed and developed at the development stage to meet the needs of our customers. The pattern design, material mix, and functional processing of our products are diversified to meet the needs of international brands and the needs of consumers for personalized taste and fashionable novelty, and we will continue to maintain our professional advantage and take a place in the textile industry in the future.
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3.Future market supply and demand and growth
Taiwan textile industry is facing the fierce challenges of the rapidly changing world economic and trade situation, and under the premise of technology upgrade, innovation and research and development, it has successfully played a part in the global functional textile supply chain by virtue of its diversified and differentiated product development capabilities. The Company has continuously introduced products that meet the four requirements of “fashion”, “functionality”, “environmental protection” and “intelligence” in line with international trends, and provide “Total Solution” quality services for fabrics and garments to international customers. With the rapid sampling and small quantity production model, Taiwan manufacturers have been favored by international customers and have grown steadily. As Taiwan manufacturers are recognized by international brands for their ability to develop and design new products for fabrics, they regard Taiwan as a sourcing hub, establishing the importance of Taiwan’s textile industry in the global market.
With the gradual rise of national income and population growth in the world, textiles have been a necessity for people’s livelihood and the demand for them has been growing steadily. In recent years, the increasing consumer demand for textile quality, the rise of sports and extreme weather have created a vast market opportunity for the development of functional textiles. In recent years, consumers prefer a lifestyle that “combines sports, work and life”, so there is a strong demand for high-functioning fashion textiles. Faced with low price competition, Taiwan is unable to compete with Vietnam/Continental China, so it turns to develop medium and high priced products, and has become the first choice for global brands to purchase functional fabrics. With major international brands launching functional fashion apparel one after another, the market demand is still growing.
4. Competition niche
A. With a complete production line, strong competitiveness of products
Our company has staple fiber mills, long fiber mills, yarn dyeing and finishing mills, and post-processing and laminating mills, which constitute a complete production line, and not only meet the benefits of economic scale, but also eliminate the waste of moving between different factories, vertically integrate various departments to bring out the integrated effect of the industry, and develop more diversified products. In addition, the company has planned to automate the management of machines and computerized information systems in recent years, so that the production capacity can be greatly improved, which can help alleviate the shortage of labor force and the phenomenon of rising wages in recent years, and effectively control the cost, so its products are highly competitive.
B. Strong research and development capabilities, product innovation
Our company is committed to the research and development of new products, and has received unanimous praise from domestic and foreign customers. The new products developed by our company can effectively meet the market demand, and can steadily develop a source of orders. In order to avoid the impact of labor cost advantage in emerging countries, we are developing into the advantageous raw materials in Taiwan, continuously developing and introducing functional fabrics to increase the added value of our products, and to be able to grasp the market opportunities and differentiate from the large number of standardized products at any time, so as to maintain the high competitiveness of the company and help to increase the value of production and profitability.
C. Experienced management, production technology and quality
The main management of our company has many years of practical experience in the textile industry and is specialized in research and development of production technology and quality control, and attaches great importance to technology inheritance and development, actively cultivating outstanding talents and introducing new equipment to improve production efficiency.
In summary, the Company attaches importance to quality and research and development, provides high quality, small quantity and variety of products with special functions, and has a complete product line to meet customer needs, and its products should be competitive.
5.Favorable and unfavorable factors of development prospect and countermeasures
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(1) Favorable Factors:
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A. With a complete production line, strong competitiveness of products
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Our company has staple fiber mills, long fiber mills, yarn dyeing and finishing mills, and post-processing and laminating mills occupied more than 19,000 pings of land, which constitute a complete production line, and not only meet the benefits of economic scale, but also eliminate the waste of moving between different factories, vertically integrate various departments to bring out the integrated effect of the industry, and develop more diversified products. In addition, the company has planned to automate the management of machines and computerized information systems in recent years, so that the production capacity can be greatly improved, which can help alleviate the shortage of labor force and the phenomenon of rising wages in recent years, and effectively control the cost, so its products are highly competitive.
B. Strong research and development capabilities, product innovation
Our company is committed to the research and development of new products, and has received unanimous praise from domestic and foreign customers. The new products developed by our company can effectively meet the market demand, and can steadily develop a source of orders. In order to avoid the blow of the labor cost advantage of the emerging development countries, we are developing the advantageous artificial fiber raw materials in Taiwan, and continuously developing and launching Polyester/Nylon Y/D, DLFIT Y/D, ANTI PILLING FLANNEL, long and short fiber interwoven elastic fabric, anti-UV, super water repellent, antibacterial and anti-odor, moisture absorption and perspiration, cool feeling and heat storage...etc. In terms of long fibers, we have launched the island open fiber microfiber fabric, long fiber elastic stretch fabric, DLFIT, AERO TECH, AERO TECH 180, AERO TECH 360, PI-TECH, fine monofilament high density fabric, suede series, new functional trouser fabric, and the development of multifunctional composite series products. As the Company continues to develop new products and increase the added value of its products, it is able to grasp the market opportunities at any time, supplemented by its own research and development of its own yarn types, thus differentiating itself from the large number of standardized products of other weaving mills, enabling the Company to maintain a high level of competitiveness and helping to increase its production value and profitability.
- C. Emphasized production technology and quality
Our company specializes in research and development of production technology and quality control, and attaches great importance to technology inheritance and development, actively cultivating outstanding talents and introducing new equipment to improve production efficiency, and successively obtained the European “Oeko-Tex” certification in 1999, and was awarded the best partner program member of Du Pont (INVISTA 2002) in ‘89. In 2006, we established a physical property inspection center and a special processing plant, and in 2012, we passed the bluesign certification, and in 2014, we launched the Delinno fabric brand concept and obtained the DLFIT trademark, and in 2015, we obtained the Delinno trademark, and our continuous efforts prove that we have always attached importance to the policy of product quality, and our products are sold in Japan and other regions with strict quality requirements. The production technology and quality of our products have been recognized by the market.
Taiwan's textile technology has been recognized by the market and is an important supply area for functional textile products worldwide, which is conducive to market expansion.
(2) Unfavorable factors and countermeasures:
| Favorable Factors | Countermeasures: |
|---|---|
| Labor shortage and rising labor costs In recent years, due to the popularization of education and the improvement of income, the employment choice of workers is no longer keen on “labor-oriented”jobs,and thephenomenon |
We strengthen the introduction of high-speed, automated equipment in order to reduce the dependence on labor. Also, we will review the rationalization of wages, improve labor conditions, and enhance non-salary welfare measures to reduce turnover and improve thequalityof operations. |
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| of labor shortage is common. The textile industry has a poorer working environment compared to other industries, resulting in a high labor turnover rate and higher labor costs,resultingin higherproduction costs. |
|
|---|---|
| Competitive issues in developing countries As the domestic textile industry has shifted to invest in Southeast Asia and China, the outflow of textile technology has been caused. In contrast, the cheap wages in Southeast Asia and China are lower in price to enter the international market, thus affecting the international competition of our textile industry. |
1.We focus on multi-layered processing and high value-added high quality fabric, and continue to increase the proportion of sales of small quantities, multiple samples, special functions, and high-priced products. 2.To improve management performance to reduce costs and accelerate new product development and research, and to establish our own marketing channels to achieve a different market segmentation between our products and the lower level products in Mainland China and Southeast Asian countries. 3.Enhance product service, develop new products in response to market trends, strengthen sampling organization and analysis capabilities, and supplement with computerized design systems to quicklyrespond to market demands. |
| Downstream industry moving out Due to the rapid changes in the industrial environment, the downstream garment and accessory industries have moved out of the country, making the export market for cooperation between the textile and garment industries increasingly narrow. |
1. Strengthen the interaction with brand customers and cooperate directly with final buyers to improve the sales volume and the stability of single source, and actively grasp the main and potential customer base. 2. Promote our core products and strengthen the access to garment factories. |
(2) Important applications and production processes of major products
1.Important applications of the main products
(1) Staple Fiber Fabric
| (1) Staple Fiber Fabric | |||
|---|---|---|---|
| Product items | Features | Usage | |
| Stretch fabric (SPANDEX) A.Nylon66 Tactel Elastomeric Stretch Fabric B.Polyester ATY/Nylon ATY medium and thick elastic stretch fabric C. Bubble fabric elastic stretch fabric D. Warp/weft, two-waystretch fabric |
Comfortable and easy to wear without binding the free elasticity, hand feel draped smooth and not easy to wrinkle characteristics. |
Shirts, Skirts and pants, GOLF, Casual wear, SPORTS |
|
| Long and short fiber interwoven blended fabric A. Interwoven with polyester, micro fiber and dummy yarn series B. Interwoven with Nylon, Nylon 6.6 series C. Blending or interweaving series with linen yarn |
It has the comfort of natural fibers, superior functionality, softness, luster and drape of human fiber. |
Shirt, suit, SPORTS, COAT, UNIFORM |
|
| FLANNEL A.T SPUN LOW PILLING B.T/W, C/W, CVC C.Polyester ATY/Nylon ATY N/T ATY |
Soft and comfortable, thick and warm, not easy to pilling. |
Outdoor, casual wear, suits, shirts |
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| AERO TECH / AERO TECH PLUS A. Coarse and fine fiber transparent effect B. Coarse and fine fiber hole effect |
Feel comfortable instead of stuffy when wearing and you will have breathable and cool feeling. The fabric has a three-dimensional effect. |
Sports, casual jackets and shirts |
|
|---|---|---|---|
| Special effect cloth A. Dyeing willow and bubble cloth first B.First dyeing compound yarn series C. Fancy twisted yarn, velvet yarn, golden onion yarn Colorful cotton yarn, rhyming yarn |
A. Cool B. Bright fabric, super soft texture, ultra-thin C. With a wealth of external changes |
Shirts, blouses, suits, dresses |
|
| Functional series (coating, lamination processing, anti-wrinkle processing, waterproof and breathable, anti-UV, anti-bacterial and anti-odor, moisture absorption and perspiration, heat storage and temperature preservation, coolprocessing) |
Sportswear, casual wear, shirts, jackets, pajamas, bedding fabrics |
(2) Long-fiber fabrics
| (2) Long-fiber fabrics | (2) Long-fiber fabrics | ||
|---|---|---|---|
| Product items | Features | Usage | |
| Super Fine Denier Lightweight Series |
Compact and light weight for easystorage |
Packable Windbreaker Jacket |
|
| Silk-like series | Silk luster hand feel delicate drapinglike silk |
Blouse, suit, pants skirt |
|
| Faux plush series T/CD compound yarn |
The fabric surface twist mixed color velvet effect and good sense of rich thickness |
Furniture & Accessories |
|
| Cotton-like feeling series Polyester ATY/Nylon ATY |
Comfortable, soft and natural touch, UV resistant |
SPORTS, GOLF TOP/BOTTOM |
|
| Pseudo Elasticity Series DL400 | Stretchable and comfortable to wear |
SPORTS 、GOLF、OUTDOOR 、RUNNINGTOP/BOTTOM |
|
| AERO TECH | Feel comfortable instead of stuffy when wearing and you will have breathable and cool feeling. |
Sports, casual jackets and shirts |
|
| PI-TECH | Soft and flexible in hand, free to stretch and contract and comfortable to wear |
SPORTS 、GOLF、OUTDOOR 、RUNNINGTOP |
|
| Elasticity of stretch (LYCRA) in longitudinal, latitudinal or bi- directional direction |
Close to the body, light and soft feeling, stretch and elastic effect |
Fashion, suits, sports and leisure apparel |
|
| Suede Series | Soft, elegant, faux-fur tones | Dresses, coats, coats, shoes, leather bags, home furnishing fabrics, sand releases,casual wear |
|
| Functional Series A.Breathable Fabric Waterproof and Breathable Fabric (High Functional Composite Fabric) B.UV-cut Fabric C.Anti-bacterial Fabric D.Easy dry Fabric absorbent and fast drying fabric E. Environmental protection over-allocation of water F. Rainproof, featherproof |
Sportswear, casual wear, medical uniforms, shirts, jackets, outdoor leisure apparel |
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2.Production Process
(1) Staple Fiber Fabric
==> picture [312 x 313] intentionally omitted <==
----- Start of picture text -----
Design
Warping Loose
Warp
Paste Yarn Dyed
Warp dyeing
Weft
Hard tube
Healdin Weaving
Check
Shippin
----- End of picture text -----
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(2) Long-fiber fabrics
==> picture [464 x 380] intentionally omitted <==
----- Start of picture text -----
Research
Casting Origina Warping
Warp
Desizin g False-twister Paste
Twisted Yarn
Machine
Solve Merging
Weft
Pre-
Healdi
Milling
Reducti Bristles
Weavin
Dyeing
Check
Shearing
Calender i Finishe d
Invento
d
Gummi Inspec t Packag i Invento
i
----- End of picture text -----
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(3) The supply of major raw materials
| supply of major raw materials | |
|---|---|
| Raw Materials | Source of Supply |
| Polyester yarn: Raw silk, processed silk,new synthetic fiber |
NAN YA, SINO-FABRIC, FAR EAST, HYOSUNG, XIN XIN, HONG YI FIBER, Zhan Song,TUNG DILONG,LILI,JI SHENG,YIXIN,etc. |
| Staple Fiber Fabric: RAYON, T/R, T/C, CVC, COTTON, SPANDEX |
Far East, Dong Hoa, Nam Fong, Vietnam, and Taihua, Vietnam. |
| Dyeing aids: Disperse dyes, reactive dyes, sulfide dyes, dyeingauxiliaries, general chemicals |
Qianwang, Yuanqiao, Jinhuang Dye, Viming, Xingui, Huntsman, Gaolian, Huali, Maitong, Taiwan Plastics, Taiwan Sanwang, Rihua, Yufa, Zansheng, Xiejing, etc. |
-
(4) The names of customers who have accounted for more than 10% of the total purchase (sales) in any of the last two years and the amount and percentage of purchase (sales)
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(1) Information on major suppliers in the last two years: There were no customers with more than 10% of the total purchase amount in the last two years.
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(2) Major customers in the last two years: There were no customers whose sales amount exceeded 10% in the last two years.
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(5) Production value in the last two years
Unit: Thousands yards, thousands pieces, NT$1000
| Production year Quantity Value Main Products |
2019 | 2020 | ||||
|---|---|---|---|---|---|---|
| Productivity | Production | Product Value | Productivity | Production | Product Value | |
| Staple Fiber Fabric | 33,847 | 16,956 | 1,142,652 | 34,903 | 12,771 | 1,055,878 |
| Long-fiber fabrics | 172,064 | 126,147 | 5,904,289 | 190,889 | 128,210 | 5,412,549 |
| Other | - | - | 1,818,366 | - | 789 | 882,525 |
| Total | 205,911 | 143,103 | 8,865,307 | 225,792 | 141,770 | 7,350,952 |
Note 1: Production capacity refers to the amount of production that the company can produce under normal operation using existing production equipment after taking into account necessary shutdowns and holidays.
- Note 2: If the production of each product is substitutable, the production capacity may be combined and explained in the notes.
(6) Sales volume during the recent two years:
Unit: Thousands yards, thousands pieces, NT$1000
| Sales Year Sale Quantity Value Main Products |
2019 |
2019 |
2019 |
2019 |
2020 | 2020 | 2020 | 2020 |
|---|---|---|---|---|---|---|---|---|
| Domestic sales | Foreign Sales | Domestic sales | Foreign Sales | |||||
| Quantity | Value | Quantity | Value | Quantity | Value | Quantity | Value | |
| Staple Fiber Fabric | 3,751 | 297,894 |
13,510 |
1,339,764 |
5,440 |
376,780 |
6,999 |
654,823 |
| Long-fiber fabrics | 99,592 | 4,231,729 | 48,719 |
4,629,581 |
75,608 |
3,051,430 | 44,427 |
4,053,562 |
| Other | - | 333,059 |
- |
87,697 |
709 |
337,026 |
38 |
121,038 |
| Total | 103,343 | 4,862,682 | 62,229 |
6,057,042 |
81,757 |
3,765,236 | 51,464 |
4,829,423 |
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3. Employee Information
Employee Information for the Past Two Years and as of the Publication of the Annual Report
Apr. 30, 2021
| Year | Year | 2019 | 2020 | As of Apr. 30, 2021 |
|---|---|---|---|---|
| Number of employees | Production Department | 2,400 | 1,967 |
1,975 |
| Work Affairs Division | 199 | 160 |
162 |
|
| Others | 517 | 434 |
433 |
|
| Total | 3,116 | 2,561 |
2,570 |
|
| Average age | 41.75years old | 39.22Years old |
39.08Years old |
|
| Average Length of Service | 5.79years | 5.04years |
5.14years |
|
| PhD | - | - |
- |
|
| Master | 2.19% | 3.97% |
3.70% |
|
| Percentage of employees at each level |
College | 33.59% | 38.47% | 38.20% |
| Senior High School | 27.05% | 20.85% | 21.26% |
|
| Below Senior High School | 37.17% | 36.71% | 36.84% |
4. Information on Environmental Expenditure Information
- the provisions of the law, should apply for a pollution facility installation permit or pollution discharge permit or should pay pollution prevention and control fees or should set up special environmental protection unit personnel, the application, payment or establishment of the following description of the situation.
In order to implement environmental protection measures and improve the environmental quality of the plant, the Company has strengthened control over the production and related units, purchased anti-pollution wastewater treatment equipment, and conducted regular inspections of the operation of the equipment in order to meet the environmental requirements for wastewater discharge. The following is a description of the environmental protection established by law.
- (1) Obtain a stationary source operating permit.
| Date | Fixed pollution source operation permit number |
Expiration Date | Remark |
|---|---|---|---|
| 2015.12.13 | Nan-Shih-Fu-Huan-Tsao-Cheng-Tzu No. D0446-00 |
2020.12.14~2025.12.13 | Boiler steam generation program (M01) |
| 2017.10.16 | Nan-Shih-Fu-Huan-Tsao-Cheng-Tzu No. D0631-02 |
2017.12.30~2022.12.16 |
Boiler steam generation program (M03) |
| 2018.04.17 | Nan-Shih-Fu-Huan-Tsao-Cheng-Tzu No. D0497-02 |
2021.04.18~2026.04.17 |
Boiler steam generation program (M06) |
| 2018.09.27 | Nan-Shih-Fu-Huan-Tsao-Cheng-Tzu No. D0999-01 |
2021.04.18~2026.04.17 |
Thermal media heating program (M07) |
| 2019.09.04 | Nan-Shih-Fu-Huan-Tsao-Cheng-Tzu No. D0749-02 |
2019.09.05~2024.09.04 |
Printing and dyeing finishing program (M05) |
| 2019.11.15 | Nan-Shih-Fu-Huan-Tsao-Cheng-Tzu No. D0748-02 |
2019.11.16~2024.11.15 |
Printing and dyeing finishing program (M04) |
(2) Obtain a stationary source operating permit.
| Date 2018.07.17 |
Water Pollution Control Permit No. | Expiration Date | Remark |
|---|---|---|---|
| Nan-Shih-Fu-Huan-Tsao-Cheng-Tzu No. 00958-04 |
Jul. 16, 2023 | Waste (sewage) water discharge surface waterpermit |
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(3) Specialized environmental protection unit personnel to obtain a license.
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| Certificate type | Certificate Number | The number of specialized environmental protection units should be set up |
Number of people in our company |
|---|---|---|---|
| Class A Air Pollution Prevention Certificate |
(85) Huan-Shu-Hsun-Cheng-Tzu No. FA010164 | 1 | 1 |
| Class A waste (sewage) water treatment certificate |
(83) Huan-Shu-Hsun-Cheng-Tzu No. GA110204 (89) Huan-Shu-Hsun-Cheng-Tzu No. GA110496 |
2 | 2 |
| Class B waste (sewage) water treatment certificate |
(99) Huan-Shu-Hsun-Cheng-Tzu No. GB330319 | 1 | 1 |
| Level B Certificate of waste | (85) Huan-Shu-Hsun-Cheng-Tzu No. HA070479 | 1 | 1 |
In addition, in accordance with the standards for storage and removal of business waste, the Company assigns the removal of general business waste to qualified removal organizations approved by the Environmental Protection Administration, such as Shinpei Transportation Corporation, Seishun Corporation, Shinyu Environmental Engineering Co.
2.List the Company's investments in major equipment for the prevention and control of environmental pollution, their uses and potential benefits.
Unit: NT$1,000
| Unit: NT$1,000 | |||||
|---|---|---|---|---|---|
| Equipment Name | Items | Date | Investment Costs |
Undiscounted balance |
Uses and expected benefits |
| Wastewater Treatment Civil Engineering (Phase II) |
Type 1 | 1993.04 | 37,733 | 1,685 |
Used for wastewater treatment to meet discharge standards |
| Wastewater Treatment Civil Engineering (Phase III) |
Type 1 | 1998.05 | 19,031 | 0 |
Used for wastewater treatment to meet discharge standards |
| Wastewater Treatment Civil Engineering (Phase IV) |
Type 1 | 2003.12 | 3,310 | 0 |
Used for wastewater treatment to meet discharge standards |
| Long fiber water treatment pool | Type 1 | 1994.01 | 3,759 | 145 |
Used for wastewater treatment to meet discharge standards |
| Staple fiber water treatment pool | Type 1 | 1994.01 | 3,360 | 129 |
Used for wastewater treatment to meet discharge standards |
| Phase I chemical flotation wastewater system improvement and reduction |
Type 1 | 2015.07 | 4,601 | 3,960 |
Used for wastewater treatment to meet discharge standards |
| Sludge Drying Machine Project | Type 1 | 2016.06 | 20,540 | 12,960 |
For sludge reduction, it can reduce sludge volume by1/2 |
(3) Total amount of damages and penalties for environmental pollution for the most recent year and up to the date of printing of the annual report: None.
- (4) Future measures and possible expenses
1.Part of the proposed improvement (enhancement) measures
- (1) Improvement (Enhancement) Plan
A. Expansion of pollution prevention and control equipment
The Company’s existing two sets of wastewater treatment facilities cost approximately $2.2 million per month (including equipment depreciation and maintenance costs, electricity costs, pharmaceutical costs, sludge transportation costs, and salaries of specialized environmental protection personnel, etc.), which means that each pound of yarn dyed requires an additional $1 of wastewater treatment costs, and each yard of dyed fabric bears $0.8 of wastewater treatment costs. In order to cope with the increase in the standard of effluent treatment by the EPA in 1998 and the need for expansion of our production and sales, an additional wastewater treatment facility (combined with the old one) was built in September 1997 with an investment of 35 million RMB. At present, the first old wastewater treatment facility can treat 3,000 tons/day and the second new wastewater treatment facility can treat 3,000 tons/day. At the beginning of 1999, we obtained ISO14001 DNV environmental protection certification, and we are continuing to improve our environmental management program.
We are constantly investing in the prevention and control of public hazards. In addition to adding pollution control and wastewater treatment equipment with new facilities, we are also adding better control equipment to meet the
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requirements of the EPA. In the coming years, we will make every effort to cooperate with the government in environmental protection and fulfill our responsibilities to society as a modern enterprise.
- B. Strengthen the waste reduction measures of yarn dyeing and finishing
For example, the recycling of waste heat and acid, the improvement of machine washing water and the recycling of cooling water.
- C. Enhance end-of-pipe handling capacity
The wastewater is diverted and the aeration and biological treatment capacity is increased to reduce chemical usage and sludge generation.
- (2) Estimated environmental expenditures for the next three years
The environmental expenditures in the next three years are as follows
| Prepare to purchase to prevent pollution Equipment or expense content Expected improvement (enhancement) situation Amount Purpose |
2021 Waste Gas Treatment 〃 NT$3,500,000 Improve boiler exhaust and air quality |
2022 Waste Gas Treatment 〃NT$3,500,000 Improve boiler exhaust and air quality |
2023 |
|---|---|---|---|
Waste Gas Treatment 〃NT$3,500,000 Improve boiler exhaust and air quality |
(3) Impact after improvement
Impact on net income: The annual operating expenses as a percentage of net income are insignificant and the impact is minimal.
Impact on competitive position: Cooperate with the government in waste reduction, fulfill the responsibility of environmental protection, and enhance the good corporate image.
2.No countermeasures: Not applicable.
5. Labor Relations
- (1) The Company's various employee welfare measures, training, training and retirement systems and their implementation, as well as the agreements between employers and employees and measures to protect the rights and interests of employees:
The Company's employee welfare measures are based on the relevant government welfare laws and regulations, and the Company's policies and employee needs are coordinated and planned by the Employee Welfare Committee.
The Welfare Committee coordinates the planning and implementation of employee welfare matters.
A majority of the members of the Welfare Committee will approve the implementation of the welfare policy.
The Employee Benefit Committee enforces and tracks the effectiveness of each benefit provision.
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The main benefits offered by the Company and FSC are as follows:
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(1) To set up an employee cafeteria to facilitate meals in the company and subsidize meal expenses.
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(2) Establishment of male and female dormitories.
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(3) Gifts or gratuities will be given on the Labor Day, Dragon Boat Festival, Mid-Autumn Festival and Spring Festival each year.
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(4) Monthly birthday gift to the birthday girl.
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(5) The midnight shift allowance is increased for midnight shift personnel.
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(6) Arrangement of leisure activities.
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(7) Labor insurance, universal health insurance, regular health checkups, employee group insurance (including life insurance, accident insurance, major injuries and illnesses (cancer, etc.)).
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(8) Travel safety insurance: foreign business travel colleagues, the whole enjoy accident insurance and accidental medical insurance.
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(9) Employee's wedding/children's wedding/new home completion/children's full moon gift and funeral ceremony.
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(10) Employee Stock Ownership Trust Incentive Payment (must have served for 3 months or more).
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(11) Benefits for supervisors above the classroom level:
①Annual transportation subsidy.②Wedding and funeral gifts/benefits for immediate subordinates Subsidizing visitation gifts. Reducing burden on supervisors-
(12) 3 months of summer allowance will be added to the on-site high temperature zone.
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(13) Employees with two years of seniority are entitled to foreign travel subsidies.
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(14) Professional license allowance: air pollution certificate, wastewater treatment license, waste treatment license, electrical technician, and boilers, etc.
- (15) One professional license examination fee will be provided at full cost.
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(16) To improve employee health consultation and services, we arrange regular outpatient services for factory doctors in the factory.
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(17) In July of each year, a mid-year bonus will be paid when the profitability of the first six months of the year reaches the target set by the Company.
- (18) Employees who purchase a home for the first time will be given a congratulatory gift in accordance with the rules for the completion of a new home.
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2.Training and training system and implementation: NT$342,000,000 was spent on training in 2020.
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(1) New recruits must undergo pre-employment training (developmental training). In principle, pre-employment training includes safety and health education, company culture, instillation of the founding philosophy, and basic operational skills, etc., depending on job requirements.
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(2) On-the-job training can be divided into two types: external training and internal training.
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A. External training: The personnel unit takes the initiative to collect course information from external training institutions according to the manpower needs of each unit and sends them to the relevant departments for training.
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B. Internal training:
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a. The company invites outside experts to conduct training courses in a uniform manner.
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b. Use audio-visual materials to improve the quality of staff.
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c. The supervisor will take the time to educate the staff on the opportunities of the company.
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d. Supervisors will provide individual counseling to individuals or work groups who are not performing well.
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3.Retirement System and Implementation
In accordance with the Labor Standards Law, the Company has established a retirement plan for employees. Employees' pension payments are calculated based on years of service and the average monthly wages (base) for the six months prior to the approved retirement date. The Company contributes 4% of employees' monthly salaries to an employee retirement fund, which is deposited in the name of the Labor Pension Fund Supervisory Committee in a special account at the Bank of Taiwan.
In accordance with the Labor Standards Law, the Company contributes a monthly retirement reserve of 4% of salaries paid to the Bank of Taiwan in the name of the Retirement Fund Committee. As of the end of 2020, the balance of the pension reserve account was NT$190,548 thousand.
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Effective July 1, 2005, employees who choose to be covered by the pension plan under the Labor Pension Act are required to contribute 6% of their monthly salaries to the individual pension accounts of the Bureau of Labor Insurance.
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4.Work environment and employee safety protection measures
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(1) In order to enhance the safety of employees in emergency escape and evacuation, a total of 176 people were trained in fire safety drills in FY109. The training was based on common disasters in Taiwan such as earthquakes and fires, to strengthen emergency response measures in case of disasters, to train fire extinguisher operation procedures, to implement fire-fighting training, to implement self-defense firefighting formations, and to reduce the loss of life and property in the plant.
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(2) There is a first-class unit industrial safety room, planning occupational safety and health management plan, promoting, supervising and improving various safety and health projects in the factory to ensure the safety and health of employees at work.
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(3) In accordance with the provisions of the “Labor Health Protection Law”, we provide monthly clinical services by occupational medicine physicians and family medicine physicians, and we provide clinical services twice a month by physicians and arrange consultation for 12 employees each time. Services include: 1. education and training health guidance, 2. medical services, 3. case care, 4. health assessment and management for new employees, 5. blood pressure measurement, 6. medical consultation and health education services, 7. health education guidance for medical personnel, 8. advice related to company selection and job placement, 9. on-site visits to the workplace, 10. health promotion courses, etc.
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(4) In 2020, we held a training session for forklift operators and first-aiders. 55 employees participated in 2 sessions, so that they could understand more about the operation of machinery and equipment and the steps and procedures to be taken in case of emergency.
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(5) To raise employees' awareness of traffic safety during commuting to and from work and to promote traffic safety promotion, a total of 4 sessions were held with 153 employees attending, and related promotion materials were also distributed to supervisors of each unit for regular promotion to reduce the occurrence of traffic accidents during commuting to and from work.
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(6) 2020 statutory dangerous machinery and equipment annual periodic inspection, including: 116 first type of pressure vessels, 6 boilers, all passed the inspection to ensure that the plant dangerous machinery and equipment are in line with the law and the safety of operation.
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(7) In 2020, we continued to promote environmental improvement projects, and proposed a number of improvement projects focusing on the field of roll clips, falls, inductors, and chemicals, and applied for subsidies from the Occupational Safety and Health Administration to upgrade the safety and health facilities in the factory, so that employees can enjoy a safer workplace environment.
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(2) Losses suffered from labor disputes in the most recent year and up to the date of printing of the annual report, and disclosure of the estimated amount of current and potential future losses and measures to address them: None.
6. Important Contracts:
(1) DELI INDUSTRIAL CO., LTD.:
| Contract Type | Parties involved | Contract Start and EndingDates |
Content |
Restrictions |
|---|---|---|---|---|
| Joint Credit Agreement |
Wang Tao Commercial Bank, Cooperative Bank, Mega Bank, Hua Nan Bank, First Commercial Bank, Chang Hwa Bank, National Agricultural Bank, Yuanta Bank, Bank of Taiwan, Kaohsiung Bank, Wing Fung Bank, and An Tai Bank |
Feb. 22, 2019 ~ Feb. 22, 2024 |
A joint credit agreement with a total amount of NT$2.2 billion. |
None |
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(2) Victory Cayman Holdings Co., Ltd.:
| Contract Type | Parties involved | Contract Start and EndingDates |
Content |
Restrictions |
|---|---|---|---|---|
| Joint Credit Agreement |
Wang Tao Commercial Bank, Mega Bank and Wing Fung Bank |
Mar. 20, 2019〜Mar. 20,2024 |
A joint credit agreement with a total amount of USD 28 million. |
None |
(3) Vietnam Deli Industrial Co., Ltd.:
| Contract Type | Parties involved | Contract Start and EndingDates |
Content |
Restrictions |
|---|---|---|---|---|
| Land Lease Agreement |
Vietnam Industrial Investment & Development Corporation |
Jul. 1, 2015〜Jun. 30, 2057 |
228,635 square meters of land leased in Bao Pang Industrial Zone with total land rental value: VND193,653,845,000. (USD 8,802,447.50) |
None |
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VI. Financial Information
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1.Condensed balance sheet, comprehensive income statement, name of the acciybtabts and their audit opinion for the last five years
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(1) Adoption of International Financial Reporting Standards (IFRS) financial information
1-1 Consolidated Condensed Balance Sheets
Unit: NT$1,000
| Unit: NT$1,000 | |||||||
|---|---|---|---|---|---|---|---|
| Year Item |
Financial analysis for the past five years (Note 1) | As of Mar. 31, 2021 Financial information (Note 3) (Reviewed byaccountant) |
|||||
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| Current assets | 6,069,174 | 7,420,617 | 8,809,060 | 10,734,417 | 10,171,682 | 10,445,153 | |
| Property, Plant and Equipment(Note 2) |
3,531,247 | 5,413,294 | 6,035,382 | 6,279,836 | 5,922,156 | 5,799,382 | |
| Investment real estate | 143,125 | 132,816 | 117,864 | 64,716 | 65,071 | 62,922 | |
| Intangible assets | 35,263 | 32,890 | 31,063 | 29,738 | 28,419 | 27,899 | |
| Other assets(Note 2) | 1,313,434 | 1,002,339 | 1,630,612 | 1,674,941 | 1,661,102 | 1,656,914 | |
| Total assets | 11,092,243 | 14,001,956 | 16,623,981 | 18,783,648 | 17,847,430 | 17,992,270 | |
| Current liabilities | Before distribution | 5,148,080 | 6,226,799 | 10,038,471 | 8,936,691 | 9,108,544 | 8,182,205 |
| After distribution | 5,767,943 | 6,962,844 | 10,540,319 | 9,513,539 | - | 8,182,205 | |
| Non-current liabilities | 1,005,035 | 2,144,999 | 1,364,301 | 3,578,776 | 3,284,103 | 4,289,603 | |
| Total liabilities | Before distribution | 6,153,115 | 8,371,798 | 11,402,772 | 12,515,467 | 12,392,647 | 12,471,808 |
| After distribution | 6,772,978 | 9,107,843 | 11,904,620 | 13,092,315 | - | 12,471,802 | |
| Equity attributable to shareholders of theparent company |
4,276,985 | 4,949,872 | 4,423,041 | 5,473,114 | 4,704,317 | 4,768,672 | |
| Capital stock | 2,776,816 | 3,345,657 | 3,345,657 | 3,845,657 | 3,845,657 | 3,845,657 | |
| Capital surplus | Before distribution | 862,198 | 1,052,939 | 652,962 | 942,169 | 791,558 | 791,558 |
| After distribution | 381,176 | 651,460 | 335,125 | 769,114 | - | 791,558 | |
| Retained earnings |
Before distribution | 760,483 | 844,591 | 730,145 | 1,099,925 | 523,605 | 617,968 |
| After distribution | 621,642 | 510,025 | 546,134 | 696,131 | - | 617,968 | |
| Other interests | (109,831) | (280,634) | ( 293,042) |
(401,956) | (456,503) | (486,507) | |
| Treasurystock | (12,681) | (12,681) | (12,681) | (12,681) | - | - | |
| Non-controllinginterests | 662,143 | 680,286 | 798,168 | 795,067 | 750,466 | 751,781 | |
| Equities Total | Before distribution | 4,939,128 | 5,630,158 | 5,221,209 | 6,268,181 | 5,454,783 | 5,520,462 |
| After distribution | 4,319,265 | 4,894,113 | 4,719,361 | 5,691,333 | - | 5,520,462 |
*If the Company prepares individual financial statements, it should also prepare individual condensed balance sheets and consolidated statements of income for the last five years.
Note 1: Any year that has not been audited and certified by the accountant should be noted.
Note 2: For those who have revalued their assets in the current year, the date of revaluation and the amount of revaluation increment should be indicated.
Note 3: As of the date of the annual report, the financial information of companies whose shares are listed or traded on the stock exchange should also be disclosed if they have been audited or reviewed by an accountant most recently.
Note 4: The above mentioned figures after distribution are based on the resolution of the following year's shareholders' meeting. Note 5: If the financial information is notified by the competent authority that it should be corrected or restated, it should be presented in the corrected or restated figures, with the circumstances and reasons stated.
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1-2 Consolidated Condensed Comprehensive Income Sheets
Unit: NT$1,000,
Earnings (net loss) per share (NT$)
| Year Item |
Financial analysis for the past five years (Note 1) | Financial analysis for the past five years (Note 1) | Financial analysis for the past five years (Note 1) | Financial analysis for the past five years (Note 1) | Financial analysis for the past five years (Note 1) | As of Mar. 31, 2021 Financial information (Note 2) (Reviewed byaccountant) |
|
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| Operatingrevenue | 7,550,482 | 7,933,432 | 9,132,401 | 10,919,724 | 8,594,659 | 2,421,658 | |
| Grossprofit | 1,419,001 | 1,493,333 | 1,464,339 | 2,054,417 | 1,243,707 | 428,801 | |
| Operating profit | 469,626 | 436,289 | 310,099 | 801,761 | 3,155 | 151.238 | |
| Non-operating income and expenses |
(41,893) | 14,140 | 7,156 | (134,874) | (294,957) | (48,128) | |
| Net income (loss) before income tax |
427,733 | 450,429 | 317,255 | 666,887 | (291,802) | 103,110 | |
| Net income (loss) of continuingbusiness units |
442,234 | 414,561 | 253,759 | 614,463 | (206,633) | 96,243 | |
| Net income(loss) | 442,234 | 414,561 | 253,759 | 614,463 | (206,633) | 96,243 | |
| Other comprehensive income(Income after tax) |
(191,070) | (190,352) | 6,583 | (113,896) | (17,771) | (39,654) | |
| Total comprehensive income |
251,164 | 224,209 | 260,342 | 500,567 | (224,404) | 56,589 | |
| Net income attributable to shareholders of the parent company |
383,164 | 370,329 | 202,152 | 558,021 | (207,286) | 94,363 | |
| Net income (loss) attributable to noncontrollinginterests |
59,070 | 59,070 | 51,607 | 56,442 | 653 | 1,880 | |
| Total comprehensive income attributable to stockholders of theparent |
208,626 | 208,626 | 207,712 | 444,877 | (241,385) | 64,359 | |
| Total comprehensive income attributable to non-controllinginterests |
42,538 | 42,538 | 52,630 | 55,690 | 16,981 | (7,770) | |
| Earnings (net loss) per share |
1.39 | 1.21 | 0.61 | 1.61 | (0.54) | 0.25 |
*If the Company prepares individual financial statements, it should also prepare individual condensed balance sheets and consolidated statements of income for the last five years.
Note 1: Any year that has not been audited and certified by the accountant should be noted.
Note 2: As of the date of the annual report, the financial information of companies whose shares are listed or traded on the stock exchange should also be disclosed if they have been audited or reviewed by an accountant most recently. Note 3: If the financial information is notified by the competent authority that it should be corrected or restated, it should be presented In the corrected or restated figures, with the circumstances and reasons stated.
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2-1 Individual Condensed Balance Sheets
Unit: NT$1,000
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | ||
|---|---|---|---|---|---|---|
| Year Item |
Financial analysis for the past five years (Note 1) | |||||
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Current assets | 2,331,017 | 2,874,408 | 4,012,068 | 4,924,060 | 5,564,991 | |
| Equity-method investments | 3,883,854 | 5,739,150 | 6,006,334 | 6,917,644 | 6,847,702 | |
| Property,Plant and Equipment(Note 2) | 956,879 | 944,591 | 878,931 | 909,783 | 904,882 | |
| Intangible assets | 518 | 275 | 129 | 93 | - | |
| Other assets(Note | 2) | 239,692 | 147,203 | 178,975 | 295,440 | 372,165 |
| Total assets | 7,411,960 | 9,705,627 | 11,076,437 | 13,047,020 | 13,689,740 | |
| Current liabilities | Before distribution | 2,915,917 | 3,228,671 | 5,355,872 | 4,937,223 | 6,129,952 |
| After distribution | 3,535,780 | 3,964,716 | 5,857,720 | 5,514,071 | - | |
| Non-current liabilities | 219,058 | 219,058 | 1,297,524 | 2,636,683 | 2,855,471 | |
| Total liabilities | Before distribution | 3,134,975 | 4,755,755 | 6,653,396 | 7,573,906 | 8,985,423 |
| After distribution | 3,754,838 | 5,491,800 | 7,155,244 | 8,150,754 | - | |
| Capital stock | 2,776,816 | 3,345,657 | 3,345,657 | 3,845,657 | 3,845,657 | |
| Capital surplus | Before distribution | 862,198 | 1,052,939 | 652,962 | 942,169 | 791,558 |
| After distribution | 381,176 | 651,460 | 335,125 | 769,114 | - | |
| Retained earnings | Before distribution | 760,483 | 844,591 | 730,145 | 1,099,925 | 523,605 |
| After distribution | 621,642 | 510,025 | 546,134 | 926,870 | - | |
| Other interests | (109,831) | (280,634) | (293,042) | (401,956) | (456,503) | |
| Treasurystock | (12,681) | (12,681) | (12,681) | (12,681) | - | |
| Equities Total |
Before distribution | 4,276,985 | 4,949,872 | 4,423,041 | 5,473,114 | 4,704,317 |
| After distribution | 3,657,122 | 4,213,827 | 3,921,193 | 4,896,266 | - |
*If the Company prepares individual financial statements, it should also prepare individual condensed balance sheets and consolidated statements of income for the last five years.
Note 1: Any year that has not been audited and certified by the accountant should be noted.
Note 2: As of the date of the annual report, the financial information of companies whose shares are listed or traded on the stock
exchange should also be disclosed if they have been audited or reviewed by an accountant most recently
Note 3: If the financial information is notified by the competent authority that it should be corrected or restated, it should be presented in the corrected or restated figures, with the circumstances and reasons stated.
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2-2 Individual Condensed Comprehensive Income Sheets
Unit: NT$1,000,
Earnings (net loss) per share (NT$)
Unit: NT$1,000, Earnings(net loss) per share(NT$) |
Unit: NT$1,000, Earnings(net loss) per share(NT$) |
Unit: NT$1,000, Earnings(net loss) per share(NT$) |
Unit: NT$1,000, Earnings(net loss) per share(NT$) |
Unit: NT$1,000, Earnings(net loss) per share(NT$) |
|
|---|---|---|---|---|---|
| Year Item |
Financial analysis for the past five years (Note 1) | ||||
| 2016 | 2017 | 2018 | 2019 | 2020 | |
| Operatingrevenue | 2,886,100 | 3,249,551 | 3,591,821 | 4,269,376 | 3,005,640 |
| Grossprofit | 593,452 | 617,361 | 560,916 | 588,147 | 198,354 |
| Operating profit | 176,170 | 153,610 | 122,119 | 138,247 | (236,705) |
| Non-operating income and expenses |
234,821 | 234,907 | 92,835 | 454,641 | (61,479) |
| Net income (loss) before income tax |
410,991 | 388,517 | 214,954 | 592,888 | (298,184) |
| Net income (loss) of continuing business units |
383,164 | 370,329 | 202,152 | 558,021 | (207,286) |
| Loss of suspended business unit | -- | -- | -- | -- | -- |
| Net income(loss) | 383,164 | 370,329 | 202,152 | 558,021 | (207,286) |
| Other comprehensive income (Income after tax) |
(174,538) | (179,342) | 5,560 | (113,144) | (34,099) |
| Total comprehensive income | 208,626 | 190,987 | 207,712 | 444,877 | (241,385) |
| Earnings(net loss) per share | 1.39 | 1.21 | 0.61 | 1.61 | (0.54) |
*If the Company prepares individual financial statements, it should also prepare individual condensed balance sheets and consolidated statements of income for the last five years.
Note 1: Any year that has not been audited and certified by the accountant should be noted.
Note 2: As of the date of the annual report, the financial information of companies whose shares are listed or traded on the stock exchange should also be disclosed if they have been audited or reviewed by an accountant most recently.
Note 3: If the financial information is notified by the competent authority that it should be corrected or restated, it should be presented in the corrected or restated figures, with the circumstances and reasons stated.
(3) Name of the accountants and their audit opinion for the last five years
| Name of | the accountants and their audit | opinion for the last five years |
|---|---|---|
| Year | Name of the CPAs | Audit opinion |
| 2016 | Liao Hongru, Wang Yanjing | Unqualified opinion Add other matters |
| 2017 | YANG, CHAO-CHIN, Wang Yanjing | Unqualified opinion Add other matters |
| 2018 | YANG, CHAO-CHIN, LI, CHI-CHEN | Unqualified opinion Add other matters |
| 2019 | YANG, CHAO-CHIN, LI, CHI-CHEN | Unqualified opinion Add other matters |
| 2020 | YANG, CHAO-CHIN, LI, CHI-CHEN | Unqualified opinion Add other matters |
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2. Financial analysis for the past five years
(1) Adoption of International financial information
1-1 Consolidated Financial Analysis
| 1-1 Consolidated Financial Analysis | 1-1 Consolidated Financial Analysis | ||||||
|---|---|---|---|---|---|---|---|
| Year (Note 1) Items (Note 3) |
Financial analysis for the recent five years | As of Mar. 31, 2021 (Note 2) (Reviewedd by accountant) |
|||||
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| Financial structure (%) |
Debt to asset ratio | 55.47 | 59.79 | 68.59 | 66.63 | 69.44 | 69.32 |
| Long term capital to property, plant and equipment ratio |
161.44 |
140.44 | 106.82 | 153.51 | 145.82 | 167.20 | |
| Solvency (%) |
Current ratio | 117.89 | 119.17 | 87.75 | 120.12 | 111.66 | 127.66 |
| Quick ratio | 75.38 | 72.01 | 52.19 | 72.24 | 68.52 | 78.45 | |
| Interest coverage ratio | 10.34 | 7.37 | 3.26 | 4.24 | (0.64) | 3.75 | |
| Operating capacity |
Receivables turnover(times) | 5.06 | 4.77 | 4.82 | 5.24 | 4.29 | 5.45 |
| Average cash recoveryday | 72.14 | 76.52 | 75.71 | 69.65 | 85 | 67 | |
| Inventoryturnover(times) | 3.02 | 2.94 | 2.93 | 2.84 | 2.24 | 2.43 | |
| Accounts receivables turnover (times) |
8.36 | 8.07 | 9.22 | 10.95 | 8.90 | 9.39 | |
| Days sales outstanding | 120.86 | 124.15 | 124.67 | 128.52 | 163 | 150 | |
| Property, plant and equipment turnover(times) |
2.35 | 1.77 | 1.60 | 1.77 | 1.41 | 1.65 | |
| Total asset turnover(times) | 0.75 | 0.63 | 0.60 | 0.62 | 0.47 | 0.54 | |
| Profitability | Return on assets(%) | 4.74 | 3.77 | 2.41 | 4.43 | (0.33) | 2.82 |
| Return on equity (%) | 9.59 | 7.84 | 4.68 | 10.70 | (3.53) | 7.02 | |
Pre-tax net profit to paid-in capital ratio(%)(Note 7) |
15.40 | 13.46 | 9.27 | 17.34 | (7.59) | 3.93 | |
| Netprofit ratio(%) | 5.86 | 5.23 | 2.78 | 5.63 | (2.40) | 3.97 | |
| Earningsper share(NT$) | 1.39 | 1.21 | 0.61 | 1.61 | (0.54) | 0.25 | |
| Cash flow | Cash flow ratio(%) | 9.33 | (2.51) | (2.92) | 6.76 | 6.62 | 4.34 |
| Cash flow adequacyratio | 33.98 | 11.69 | 6.26 | 6.97 | 11.07 | 11.88 | |
| Cash reinvestment ratio(%) | (1.49) | (7.13) | (10.22) | 0.44 | (0.16) | 2.63 | |
| Leverage | Operatingleverage | 4.69 | 5.18 | 7.02 | 3.61 | 179.64 | 3.89 |
| Financial leverage | 1.11 | 1.19 | 1.83 | 1.35 | (0.02) | 1.33 | |
| Please explain the reasons for the changes in each financial ratio for the last two years. (Analysis is waived if the change is less than 20%) 1.The negative interest coverage multiple was mainly due to the net loss for the year. 2.The increase in the number of days to collect receivables was mainly due to the fact that some orders had not yet been charged off due to customer complaints and the decline in orders in 2020, but the average receivables were higher due to higher order fillings at the end of 2019. 3.Inventory turnover rate decreased compared to the same period last year mainly due to the decrease in sales orders due to the impact of the epidemic and the decrease in sales of finished goods produced, which resulted in an increase in inventory. 4.The increase in the average number of days sales was mainly due to the decrease in sales orders and the decrease in sales of finished goods produced as a result of the epidemic, which led to the increase in the number of days sales. 5.The decrease in turnover of property, plant and equipment was mainly due to the decrease in orders and lower revenue. 6.Profitability declined to a negative level mainly due to the decline in orders due to the epidemic and the continued decline in the U.S. dollar exchange rate, which resulted in exchange losses as U.S. dollar assets exceeded U.S. dollar liabilities. 7.The increase in cash flow fair ratio was due to higher capital expenditures for investment in Vietnam and Anqing plants in previous years and lower inventory in the current year due to the decline in the epidemic. 8.The current negative investment ratio is due to the increase in dividendspaid duringtheyear. |
* If the Company prepares individual financial statements, it should also prepare analysis of individual company financial ratios.
Note 1: Any year that has not been audited and certified by the accountant should be noted.
Note 2: As of the date of the annual report, the financial information of companies whose shares are listed or traded on the stock exchange should also be disclosed if they have been audited or reviewed by an accountant most recently.
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1-2 Individual Financial Analysis
| 2 Individual Financial Analysis | 2 Individual Financial Analysis | |||||
|---|---|---|---|---|---|---|
| Year (Note 1) Items (Note 3) |
Financial analysis for the recent five years | |||||
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Financial structure (%) |
Debt to asset ratio | 42.30 | 49.00 | 60.07 | 58.05 | 65.64 |
| Long term capital to property, plant and equipment ratio |
451.68 | 674.59 | 642.67 | 883.40 | 829.92 | |
| Solvency (%) |
Current ratio | 79.94 | 89.03 | 74.91 | 99.73 | 90.78 |
| Quick ratio | 50.06 | 58.98 | 53.67 | 72.89 | 68.01 | |
| Interest coverage ratio | 26.99 | 10.70 | 5.03 | 7.35 | (1.92) | |
| Operating capacity |
Receivables turnover(times) | 6.72 | 6.46 | 6.65 | 6.65 | 4.86 |
| Average cash recoveryday | 54.29 | 56.48 | 54.89 | 54.92 | 75.12 | |
| Inventoryturnover (times) | 2.96 | 2.95 | 2.97 | 3.07 | 2.11 | |
| Accounts receivables turnover (times) |
10.75 | 8.46 | 8.31 | 10.45 | 9.50 | |
| Days sales outstanding | 123.14 | 123.72 | 122.90 | 118.95 | 173.32 | |
| Property, plant and equipment turnover(times) |
3.24 | 3.42 | 3.94 | 4.77 | 3.31 | |
| Total asset turnover(times) | 0.50 | 0.38 | 0.35 | 0.35 | 0.22 | |
| Profitability | Return on assets(%) | 6.85 | 4.76 | 2.49 | 5.25 | (0.94) |
| Return on equity (%) | 11.52 | 8.03 | 4.31 | 11.28 | (4.07) | |
Pre-tax net profit to paid-in capital ratio(%)(Note 7) |
14.80 | 11.61 | 6.42 | 15.42 | (7.75) | |
| Netprofit ratio(%) | 13.28 | 11.40 | 5.63 | 13.07 | (6.90) | |
| Earningsper share(NT$) | 1.39 | 1.21 | 0.61 | 1.61 | (0.54) | |
| Cash flow | Cash flow ratio (%) | 3.44 | 2.67 | 1.13 | (3.91) | (0.99) |
| Cash flow adequacyratio | 31.36 | 24.88 | 17.92 | 7.41 | (0.15) | |
| Cash reinvestment ratio (%) | (8.30) | (6.42) | (9.08) | (7.10) | (6.92) | |
| Leverage | Operatingleverage | 4.57 | 5.17 | 6.26 | 5.88 | (1.90) |
| Financial leverage | 1.10 | 1.41 | 2.39 | 3.08 | 0.70 | |
| Please explain the reasons for the changes in each financial ratio for the last two years. (Analysis is waived if the change is less than 20%) 1.The negative interest coverage multiple was mainly due to the net loss for the year. 2.The decrease in turnover rate of receivables was mainly due to the fact that some orders had not yet been charged off due to customer complaints and the decline in orders in 2020, but the average receivables were higher due to higher order fillings at the end of 2020. 3.Inventory turnover rate decreased compared to the same period last year mainly due to the decrease in sales orders due to the impact of the epidemic and the decrease in sales of finished goods produced, which resulted in an increase in inventory. 4.The decrease in turnover of property, plant and equipment was mainly due to the decrease in orders and lower revenue. 5.The decrease in total asset turnover was mainly due to the decrease in orders and lower revenue. 6.The decrease in the return on assets was due to the loss for the year. 7.The decrease in the return on equity was due to the loss for the year. 8.The decrease in the ratio of operating income to paid-in capital for the year was due to the net operating loss for the year. 9.The decrease in the ratio of Pre-tax net profit to paid-up capital was due to the loss for the year. 10.The decrease in the net profit after-tax was due to the loss for the year. 11.The decrease in earnings per share was due to the impact of the epidemic, the decrease in revenue, the loss on exchange and the increase in loss for the year. 12.The increase in the cash flow ratio was due to a higher cash outflow from the purchase of inventory due to more orders in the previous year and a lower cash outflow in the current year due to the recovery of 108 year-end payments. 13.The decrease in cash flow equivalents is due to negative cash flow from operating activities in the past five years. 14.The decrease in the operating leverage was due to the loss for the year. 15.The decrease in the financial leverage was due to the loss for theyear. |
-
If the Company prepares individual financial statements, it should also prepare analysis of individual company financial ratios.
-
Note 1: Any year that has not been audited and certified by the accountant should be noted.
Note 2: As of the date of the annual report, the financial information of companies whose shares are listed or traded on the
stock exchange should also be disclosed if they have been audited or reviewed by an accountant most recently.
-
Note 3: At the end of this table, the following calculation formula should be shown in the annual report. 1. Financial structure
-
(1) Debt to assets ratio = total liabilities / total assets.
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(2) Ratio of long term funds to property, plant, and equipment (total equity + non-current liabilities) / net worth of property, plant and equipment.
-
Solvency
-
(1) Current ratio = current assets / current liabilities.
-
(2) Quick ratio = (current assets – inventory – contract property – prepaid items) / current liabilities.
-
(3) Times interest earned ratio=net income before tax and interest expense/interest expense.
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Operating capacity
-
(1) Account receivable turnover (including accounts receivable and notes receivable resulted from business operation) = net sales / average balance of account receivable (including accounts receivable and notes receivable resulted from business operation). (2) Days sales in account receivable = 365 / account receivable turnover. (3) Inventory turnover = cost of goods sold / average inventory. (4) Account payable turnover (including accounts payable and notes payable resulted from business operation) = operating costs / average balance of account payable (including accounts payable and notes payable resulted from business operation).
-
(5) Average days in sales = 365 / inventory turnover.
-
(6) Property, plant and equipment turnover = net sales / average net worth of property, plant and equipment.
-
(7) Total assets turnover = net sales / average total assets.
-
Profitability
-
(1) Ratio or return on total assets = [net income + interest expense × (1 tax rate)] / average total assets. (2) Return on equity = net income / average net equity.
-
(3) Profit ratio = net income / net sales.
-
(4) Earnings per share = (net income preferred stock dividend) / weighted average stock shares issued (Note 4)
-
- Cash flow (1) Cash flow ratio = net cash flow from operating activity / current liabilities (2) Cash flow adequacy ratio = (net cash flow from operating activities within five year / (capital expenditure + inventory increase + cash dividend) within five year (3) Cash reinvestment ratio = (net cash flow from operating activity cash dividend) / (total fixed assets + long term investment + other non-current assets + working capital). (Note 5)
-
Leverage
(1) Operation balance = (net operating income operating variable cost and expense) / operating income. (2) Financial balance = operating income / (operating income interest expense). Note 4: The above formula for calculating earnings per share should be measured with special attention to the following items. 1.Based on the weighted-average number of common shares, rather than the number of shares outstanding at the end of the year. 2.The weighted-average number of shares should be calculated by considering the period of liquidity of the shares. 3.For any capital increase from earnings or capital surplus, the percentage of capital increase should be adjusted retroactively in the calculation of earnings per share for prior years and semiannual periods, without regard to the issuance period of such capital increase. 4.If the preferred shares are non-convertible cumulative preferred shares, the dividends for the year, whether paid or unpaid, should be deducted from net income after tax or increased by net loss after tax. If the preferred stock is noncumulative, the preferred stock dividends should be deducted from net income if there is after-tax profit; if there is a loss, no adjustment is required. Note 5: The above formula for calculating earnings per share should be measured with special attention to the following items. 1.Net cash flow from operating activities represents the net cash inflow from operating activities in the cash flow statement. 2.Capital expenditures represent the annual cash outflows from capital investments. 3.Increases in inventories are included only if the ending balance is greater than the opening balance, and are calculated as zero if inventories decrease at year-end. 4.Cash dividends include cash dividends on common stock and preferred stock. 5.Gross property, plant and equipment represents the total amount of property, plant and equipment before accumulated depreciation. Note 6: The issuer should distinguish between fixed and variable operating costs and operating expenses according to their nature, and where estimates or subjective judgments are involved, note the reasonableness and maintain consistency. Note 7: If the Company's stock has no par value or the par value per share is not NT$10, the calculation of the ratio of paid-in capital in the preceding paragraph is based on the ratio of equity attributable to the owners of the parent company in the balance sheet. Note 8: The Company has applied IFRSs recognized by the Financial Supervisory Commission since January 1, 2013.
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3. Audit Committee’s Report for the Most Recent Year
DE LICACY INDUSTRIAL CO., LTD.
Audit Committee Approval Report
The audit committee agreed and passed the resolutions of the board of directors of the company’s 2019 business report, financial statements, and loss compensation proposals, including financial statements (balance sheet, consolidated income statement, statement of changes in equity, cash flow statement) and consolidated financial statements. The report was issued by the board of directors of Deloitte Touche Tohmatsu Limited’s accountants Yang Chaoqin and Li Jizhen to audit the completion of the visa, and issued an unqualified opinion plus other paragraphs of the audit report.
The Audit Committee is responsible for supervising the company's financial reporting process.
The certified accountant visas the company's 2020 financial statements and communicates with the audit committee on the following matters:
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There are no major findings in the inspection scope and time planned by the certified public accountant.
-
The certified public accountant provided the audit committee with the personnel of the accounting firm's affiliated firm subject to independence regulations, and has complied with the statement of independence in the professional ethics of accountants, and has not found other relationships that may be considered to affect the independence of accountants and other matters.
-
The certified public accountant communicates with the audit committee on key audit matters, and the key audit matters that must be communicated in the audit report have been included in the audit report.
The company’s 2020 financial statements, business reports, and loss compensation proposals approved by the audit committee and approved by the board of directors are in compliance with relevant laws and regulations. A report is prepared in accordance with Article 219 of the Company Act.
Please verify Sincerely
DE LICACY INDUSTRIAL CO., LTD. 2021 shareholders meeting
Independent director: Huang Junren
Su Baicheng
Cai Qijun
March 15, 2021
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4. The most recent annual audited individual financial statements
Independent Auditors’ Report
Dear the Board of Directors and Shareholders of De Licacy Industrial Co., Ltd.
Opinion
We have audited the accompanying financial statements of De Licacy Industrial Co., Ltd (the “De Licacy Group”), which comprise the individual balance sheets as of December 31, 2020 and 2019, and the individual statements of comprehensive income, individual statements of changes in equity and individual statements of cash flows for the years then ended, and the notes to the individual financial statements, including a summary of significant accounting policies.
In our opinion, which is based on our and other accountants’ auditing results (please refer other matters section) and accompanying financial statements present fairly, in all material respects, the financial position of the De Licacy Group as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), Interpretations of IFRS (“IFRIC”), and Interpretations of IAS (“SIC”) endorsed by the Financial Supervisory Commission (“FSC”) of Taiwan, the Republic of China (“ROC”).
Basis of Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the ROC. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the ROC, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The descriptions of the key audit matter of the 2020 individual financial statements of the De Licacy Group are as follows:
As stated in Note 4-5 Inventories, Note 5 inventory obsolescence loss and Note 11 Inventories to the individual financial Statements, De Licacy inventories amounted to NT$1,371,756,000 as of December 31, 2020, which accounted for 10% of the total individual assets.
Due to the book value of inventory is significant to the overall individual financial reports, and the evaluation of dull and obsolete inventory involves significant judgment of the management, the evaluation of dull inventory is listed as a key audit item.
The accountants’ reasonable assessment of obsolete inventory is as follows:
-
Understand and evaluate the effectiveness of the design and implementation of the internal inventory control system.
-
Assess the year-and the inventory age, verify the accurancy of the inventory age classification, and then recalculate if it should include loss of obsolete inventory.
-
Conduct stocktake at the end of the year and confirm and assess whether the stock is out of date or damaged.
-
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Other Matters
The financial statements included in the individual financial statements of Deloitte Touche Tohmatsu, Inc. and its investee company. Accordingly, our opinion on the individual financial statements referred to above, which relates to the amount of the aforementioned investment and its comprehensive income and loss, was based on the audited reports of other auditors. The above investments accounted for by the equity method amounted to $46,459,000 and $96,773,000 as of December 31, 2020 and 2019 respectively, representing less than 1% and 1% of the total individual assets. The individual loss recognized under the equity method amounted to $50,314,000 and $28,489,000 for the years ended December 31, 2020 and 2019, respectively, which accounted for (21%) and (6%) of the individual total profit or loss.
Management's and Governance's Responsibility for the Individual Financial Statements
Management's responsibility is to prepare individual financial statements in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations and Interpretations issued by the Financial Supervisory Commission, and to maintain such internal control relevant to the preparation of individual financial statements as is necessary to enable the preparation of individual financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the individual financial statements, management's responsibility also includes assessing the ability of the Group to continue as a going concern, the disclosure of related matters, and the adoption of the going concern basis of accounting, unless management intends to liquidate the Group or cease operations, or there is no practical alternative to liquidation or discontinuation of operations.
The governance unit (Audit Committee) of the Group has the responsibility for overseeing the financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the ROC will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit performed in accordance with auditing standards generally accepted in the ROC, we exercise professional judgment and maintain professional skepticism throughout the audit. We are also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
We have obtained sufficient and appropriate auditing evidence of the financial information of the constited entities of the Company to express our opinions on the individual financial statements. We are responsible for the guidance, supervision and execution of the Company's audits and we are responsible for providing auditing opionions with the Company.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 2020 financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are ChaoChin Yang and Chi-Jen Lee.
Financial Supervisory Commission Securities and Futures Commission Securities and Futures Commission Authorized No. Autnorized No. Autnorized No. Jin-Kuan-Chen-Sheni-Tzu No. Tai-Tsai-Cheng-6-Tzu No. 0920123784 Tai-Tsai-Cheng-6-Tzu No. 0920123784 1060023872
Date: 19 March 2021
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De Licacy Industrial Co., Ltd.
Individual Balance Sheets
For the Years Ended December 31 of 2020 and 2019
| code 1100 1110 1136 1150 1160 1170 1180 1200 1210 130X 1410 1470 11XX 1517 1550 1600 1755 1780 1840 1920 1915 1975 15XX 1XXX Code 2100 2110 2120 2150 2160 2170 2180 2200 2220 2230 2280 2313 2322 2365 2399 21XX 2541 2570 2580 2630 2640 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 3XXX |
Assets Current Assets Cash and Cash Equivalents(Notes 4 and 6) Financial assets at fair value through profit and loss- current (Notes 4 and 7) Financial assets at amortized cost-current (Notes 4, 9 and 34) Notes receivable(Notes10 and 25) Notes receivable -related parties(Notes 25 and 33)Net accounts receivable(Notes 4,10, and 25) Accounts receivable -related parties(Notes25 and 33)Other receivables Other receivables – related parties(Note 33) Inventory(Notes 4,5, and 11) Prepayments(Notes 16 and 33) Other current assets(Notes17 and 27) Total current assets Non-current assets Financial assets measured at fair value through other comprehensive gains and losses- non-current (Notes 4 and 8) Investments using the equity method (Notes 4 and 12) Property, plant and equipment(Notes4, 13, 33, and 34) Right-of-use assets(Notes4 and 14) Intangible assets(Notes4 and 15) Deferred income tax assets(Notes4 and 27) Deposited margin(Note4) Prepayment for equipment Net confirmed welfare assets(Notes 4 and 23) Total non-current assets Total assets Liabilitities and Equity Current liabilities Short-term loans (note18and 34) Short-term notes payable (Note 18) Financial liabilities measured at fair value through profit and loss-current (notes 4 and 7) Notes payable (Note 19) Notes payable-related parties (Note 33) Accounts payable (Note 19) Accounts payable-related parties (Note 33) Other payables (Note 20) Other payables-related parties (Note 33) Current tax liabilities (Notes 4 and 27) Lease liabilities-current (Notes 4 and 14) Deferred income-current(Notes 4 and 21) Long-term loans due within one year(Notes 18 and 34) Refund liabilities-current(Notes 4 and 22) Other current liabilities Total current liabilities Non-current liabilities Long-term bank loans(Notes18 and 34) Deferred tax liabilities(Notes4 and 27) Lease liabilities-non-current(Notes4 and 14) Deferred income-non-cirremt(Notes4 and 21) Net confirmed benefit liabilities-non-current(Notes 4 and 23) Deposit margin Total non-current liabilities Total liabilities Equity (Note 24) Common Stocks Capital reserve Retained surplus Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equities Treasury stocks (Note 4) Total equity Total Liabilities and Equities |
December 31 2020 | December 31 2020 | (In Thousands of New Taiwan Dollars) December 31 2019 %Amount %3 $ 470,586 4 - 11,789 - 20 2,107,673 16 - 41,203 - - 23,568 - 3 558,588 4 1 98,226 1 - 19,803 - 4 214,220 2 10 1,294,317 10 - 30,928 - - 53,159 1 41 4,924,060 38 - 51,294 - 50 6,917,644 53 7 909,783 7 - 20,667 - - 93 - 2 139,601 1 - 13,142 - - 70,736 1 - - - 59 8,122,960 62 100 $ 13,047,020 100 34 $ 2,745,105 21 5 429,790 3 - 2,462 - 1 77,029 1 - 26,092 - 1 112,254 1 1 103,262 1 1 197,381 2 - 26,013 - - - - - 10,183 - - - - 2 1,168,000 9 - 2,789 - - 36,863 - 45 4,937,223 38 21 2,563,886 20 - 35,949 - - 10,604 - - - - - 22,233 - - 4,011 - 21 2,636,683 20 66 7,573,906 58 28 3,845,657 30 6 942,169 7 2 228,353 2 3 293,042 2 1) 578,530 4 4 1,099,925 8 4) ( 401,956) ( 3) - ( 12,681) - 34 5,473,114 42 100 $ 13,047,020 100 |
|
|---|---|---|---|---|---|
| Amount $ 341,357 9,387 2,689,686 26,432 25,152 347,100 116,894 16,850 556,912 1,371,756 24,549 38,916 5,564,991 56,222 6,847,702 904,882 23,195 - 247,413 10,488 20,325 14,522 8,124,749 $ 13,689,740 $ 4,611,976 709,501 18,919 61,205 32,206 94,909 83,871 152,393 16,521 2,557 14,035 7,472 273,158 - 51,229 6,129,952 2,805,521 36,823 9,378 1,422 - 2,327 2,855,471 8,985,423 3,845,657 791,558 283,732 401,956 162,083) 523,605 456,503) - 4,704,317 $ 13,689,740 |
|||||
( ( |
( ( |
The accompanying notes are an integral part of the individual financial statements. (Please refer to the auditors’ report of Deloitte and Touche on March 19, 2021 )
Chairman: Chia-Min Yeh, Manager:Wei-Li Yeh, Accounting Manager; Yi -nung-Yu
-
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De Licacy Industrial Co., Ltd.
Individual Statements of comprehensive Income
For the Years Ended December 31 of 2020 and 2019
(In Thousands of New Taiwan Dollars) (Except Earnings Per Share)
| Code Operating income (Note 4, 25, and 33) 4100 Net sales revenue 4800 Other operating income 4000 Total operating income Operating costs(Notes11, 23, 26, and 33) 5110 Cost of goods sold 5900 Gross Operating Income 5910 Unrealized loss of subsidiary and associated companies (Note 4) 5920 Realized loss of subsidiary and associated companies (Note 4) 5950 Gross realized operating income Operating expenses(Notes10, 23, 26, and 33) 6100 Marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit loss (Gain) 6000 Total operating expenses 6500 Net other income and expenses(Notes 26 and 33) 6900 Operating income(net loss) Non-operating income and expenses (Notes 4,7,26 and 33) 7100 Interest income 7010 Other income 7020 Other benefits and losses 7050 Financial costs 7070 Share of losses of affiliated companies using the equity method 7000 Total non-operating income and expenses 7900 Net profit before tax (net loss) |
2020 | %100 - 100 93 7 - - 7 6 4 4 1 15 - 8) 1 4 7 ) 3 ) 3 2) 10 ) |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 3,002,049 3,591 3,005,640 2,807,286 198,354 6,405 3,815) 200,944 181,924 99,275 123,078 33,378 437,655 6 236,705) 40,280 121,553 215,109 ) 102,090 ) 93,887 61,479) 298,184 ) |
Amount $ 4,265,141 4,235 4,269,376 3,681,229 588,147 3,815 6,909) 585,053 225,631 144,454 108,789 676) 478,198 31,392 138,247 41,760 46,925 81,265 ) 93,329 ) 540,550 454,641 592,888 |
% |
||||||
( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( |
( ( |
100 - 100 87 13 - - 13 5 3 3 - 11 1 3 1 1 2 ) 2 ) 13 11 14 |
(Continued)
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(continued from the previous page)
Code 7950 Income tax expense (benefit) (Notes 4 and 27) 8200 Net profit (net loss) for the year Other comprehensive loss(net) 8310 Items not reclassified to profit or loss 8311 Determine the remeasurement of the benefit plan (note 23) 8316 Unrealized appraisal gains and losses of equity instrument investments measured at fair value through other comprehensive gains and losses (note 24) 8331 The equity method is used to recognize the re-measurement of defined welfare plans of subsidiaries and affiliated companies. 8336 The equity method is used to recognize the unrealized gains and losses of subsidiaries and related companies through other comprehensive gains and losses to measure equity instruments at fair value. (Note 24) 8349 Income tax related to items not reclassified (Note 27) Items that may be reclassified to profit and loss in the future 8361 Conversion difference in the conversion of financial statements of foreign operating institutions (Note 24) 8380 Share of other comprehensive profits and losses of subsidiaries and affiliates recognized using the equity method(Note 24) 8399 Income tax related to items that may be reclassified (Notes 24 and 27) 8360 8300 Total net comprehensive profit and loss for the year (after tax) 8500 Total comprehensive profit and loss for the year Earnings per share (net loss) (Note 28) 9710 Basic 9810 Dilution |
2020 | % 3 7) 1 - - - - 1 3 ) - 1 2) 1) 8) |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount 90,898) 207,286) 28,389 8,894 621 8,109 5,678) 40,335 88,840 ) 3,362 ) 17,768 74,434) 34,099) $ 241,385) $ 0.54) $ 0.54) |
Amount 34,867 558,021 6,144 ) 30,547 685 17,628 1,229 43,945 192,082 ) 3,423 ) 38,416 157,089) 113,144) $ 444,877 $ 1.61 $ 1.60 |
% |
||||||
| ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( ( |
( ( ( ( |
1) 13 - 1 - - - 1 5 ) - 1 4) 3) 10 |
The accompanying notes are an integral part of the individual financial statements. (Please refer to the auditors’ report of Deloitte and Touche on March 19, 2021 )
Chairman: Chia-Min Yeh, Manager:Wei-Li Yeh, Accounting Manager; Yi-nung-Yu
- 96 -
De Licacy Industrial Co., Ltd
Individual Statements of Changes in Equity
For the Years Ended December 31, 2020 and 2019
| (In Thousands of New | (In Thousands of New | (In Thousands of New | Taiwan Dollars, | Taiwan Dollars, | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Except Dividends | Per Share) | ||||||||||||||||||||||||||
| Retained Earnings | Other Equities | ||||||||||||||||||||||||||
| Unrealized gains or losses | |||||||||||||||||||||||||||
| Exchange differences from | on | financial assets at fair | |||||||||||||||||||||||||
| the financial | statements of | value through other | |||||||||||||||||||||||||
| Code | Common Stock | Capital Surplus | Legal reserve | Special reserve | Unappropriated Earnings | foreign operatingentitities | comprehensive income | Total | TreasuryStocks | Grand Total | |||||||||||||||||
| A1 | Balance at 1 January 2019 | $ | 3,345,657 | $ | 652,962 | $ | 208,137 | $ | 280,634 | $ | 241,374 | ( $ | 294,358 ) | $ | 1,316 |
( $ | 293,042 ) | ( |
$ | 12,681 ) |
$ | 4,423,041 | |||||
| Appropriations of 2018 earnings(Note 24) | |||||||||||||||||||||||||||
| B1 | Legal Reserve | - | - | 20,216 | - | ( | 20,216 ) | - | - | - | - | - | |||||||||||||||
| B3 | Special reserve | - | - | - | 12,408 | ( | 12,408 ) | - | - | - | - | - | |||||||||||||||
| B5 | Cash dividends to shareholders – NT$ 0.55per share | - | - | - | - | ( | 184,011 ) | - | - | - | - | ( | 184,011 ) | ||||||||||||||
| C15 | Cash dividends from Capital Surplus to shareholders – | ||||||||||||||||||||||||||
| NT$0.95 per share ( Note 24) . | - | ( | 317,837 ) | - | - | - | - | - | - | - | ( | 317,837 ) | |||||||||||||||
| D1 | Net income for the year ended December 31 2019 | - | - | - | - | 558,021 | - | - | - | - | 558,021 | ||||||||||||||||
| D3 | Other comprehensive (loss) income after tax for the year | ||||||||||||||||||||||||||
| ended December 31, 2019 | - | - | - | - | ( | 4,230) | ( | 157,089) | 48,175 | ( | 108,914) | - | ( | 113,144) | |||||||||||||
| D5 | Total comprehensive (loss) income for the year ended Dec. | ||||||||||||||||||||||||||
| 31 2019 | - | - | - | - | 553,791 | ( | 157,089) | 48,175 | ( | 108,914) | - | 444,877 | |||||||||||||||
| E1 | Issurance of ordinary shares for cash (Note 24) | 500,000 | 597,987 | - | - | - | - | - | - | - | 1,097,987 | ||||||||||||||||
| M1 | Dividends distributed to the subsidiary and adjust capital | ||||||||||||||||||||||||||
| surplus (Note 24) | - | 1,827 | - | - | - | - | - | - | - | 1,827 | |||||||||||||||||
| M5 | Difference between actual acquisition of the subsidiary’s | ||||||||||||||||||||||||||
| equity price and book value | - | 8,710 | - | - | - | - | - | - | - | 8,710 | |||||||||||||||||
| M7 | Changes equity to the Subsidiary ownership | ||||||||||||||||||||||||||
| - | ( | 1,480) | - | - | - | - | - | - | - | ( | 1,480) | ||||||||||||||||
| Z1 | Balance at 31 December 2019 | 3,845,657 | 942,169 | 228,353 | 293,042 | 578,530 | ( | 451,447 ) | 49,491 | ( | 401,956 ) | ( |
12,681 ) | 5,473,114 | |||||||||||||
| Appropriations of 2019 earnings (Note 24) | |||||||||||||||||||||||||||
| B1 | Legal Reserve | - | - | 55,379 | - | ( | 55,379 ) | - | - | - | - | - | |||||||||||||||
| B3 | Special Reserve | - | - | - | 108,914 | ( | 108,914 ) | - | - | - | - | - | |||||||||||||||
| B5 | Cash dividends to shareholders - NT$1.05 per share | - | - | - | - | ( | 403,794 ) | - | - | - | - | ( | 403,794 ) | ||||||||||||||
| C15 | Cash Dividends from Capital Sueplus to shareholders- | ||||||||||||||||||||||||||
| NT$0.45 per share(Note 24) | - | ( | 173,055 ) | - | - | - | - | - | - | - | ( | 173,055 ) | |||||||||||||||
| D1 | Net loss for the year ended December 31, 2020 | - | - | - | - | ( | 207,286 ) | - | - | - | - | ( | 207,286 ) | ||||||||||||||
| D3 | Other comprehensive (loss) income after tax for the year | ||||||||||||||||||||||||||
| ended December 31, 2020 | - | - | - | - | 23,332 | ( | 74,434) | 17,003 | ( | 57,431) | - | ( | 34,099) | ||||||||||||||
| D5 | Total comprehensive (loss) income for the year ended | ||||||||||||||||||||||||||
| December 31, 2020 | - | - | - | - | ( | 183,954) | ( | 74,434) | 17,003 | ( | 57,431) | - | ( | 241,385) | |||||||||||||
| M3 | The subsidiary on liquidation (Notes 24) | - | 7,459 | - | - | - | 12,788 | - | 12,788 | 12,681 | 32,928 | ||||||||||||||||
| M5 | Difference between actual acquisition of the subsidiary’s equity | ||||||||||||||||||||||||||
| price and book value (Note 12) | - | 675 | - | - | - | - | - | - | - | 675 | |||||||||||||||||
| M7 | Changes equity to the Subsidiary ownership (Note 24) | - | 14,310 | - | - | - | 422 | 1,102 | 1,524 | - | 15,834 | ||||||||||||||||
| Q1 | Disposal of equity instruments measured at fair value through | ||||||||||||||||||||||||||
| other comprehensive income (Note 24) | - | - | - | - | 11,428 | - | ( | 11,428) | ( | 11,428) | - | - | |||||||||||||||
| Z1 | Balance on 31 December 2020 | $ | 3,845,657 | $ | 791,558 | $ | 283,732 | $ | 401,956 | ( | $ | 162,083) | ($ | 512,671) | $ | 56,168 |
($ | 456,503) | $ | - |
$ | 4,704,317 | |||||
| The | accompan ying notes | are an integral part of the | individual | financial statements. | |||||||||||||||||||||||
| (Please | refer | t o the auditors’ report of Deloitte and Touche | on March 19, 2021 ) |
Chairman: Chia-Min Yeh, Manager:Wei -Li Yeh, Accounting Manager; Yi -nung-Yu
- 97 -
De Licacy Industrial Co., Ltd.
Individual Cash Flows Statement
For the Year Ended December 31 2020 and 2019
(in thousands of New Taiwan Dollars)
| Code Cash flow from operating activities A10000 Income (loss) before tax this year Adjustments for: A20010 Income and expense: A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit loss (Gain) A20400 Losses from financial assets and liabilities at fair value through profit or loss A20900 Financial cost A21200 Interest income A21300 Dividend income A21900 Share-based payment cost A22300 Share of profits and losses of subsidiaries and affiliates using the equity method A22500 Gains on disposal of Property, plant and equipment A23700 Inventory Valuation and Obsolescence Losses A23900 Unrealized subsidiaries and associated companies losses A24000 Realized subsidiaries and associated companies losses A24100 Unrealized foreign exchange losses A29900 Benefits from liquidation of subsidiary using the equity method A24500 Gains from lease amendment A29900 Provision for (reversal) liabilities A30000 Changes in operating assets and liabilities A31130 Notes receivable A31140 Notes receivable-related parties A31150 Accounts receivable A31160 Accounts receivable-related parties A31180 Other receivables A31190 Other receivables-related parties A31200 Inventory A31230 Prepayments A31240 Other current assets A32110 Decrease in financial liabilities held for trading A32130 Notes payable A32140 Notes payable-related parties A32150 Accounts payable A32160 Accounts payable-related parties A32180 Other payables A32190 Other payables-related parties A32210 Deferred income-current and non-current A32230 Other current liabilities A32240 Net defined benefit liabilities-non-current A33000 Cash used in operations A33100 Interest received A33200 Dividends received A33300 Interest paid A33500 Income tax paid AAAA Net cash used in operating activities |
2020 $ 298,184 ) 135,352 93 33,378 17,623 102,090 40,280 ) - - 93,887 ) 6 ) 23,625 6,405 ) 3,815 109,982 9,154 ) 10 ) 2,789 ) 14,771 1,584 ) 178,110 18,668 ) 1,998 ) 2,300 ) 101,064 ) 6,379 14,243 2,462 ) 16,629 ) 6,114 17,345 ) 19,391 ) 45,283 ) 9,492 ) 8,894 14,366 8,366) 26,462) 32,404 39,147 101,686 ) 4,380) 60,977) |
2019 | ||
|---|---|---|---|---|
| ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 592,888 118,256 148 676 ) 3,734 93,329 41,760 ) 80 ) 737 540,550 ) 31,392 ) - 3,815 ) 6,909 34,662 - - 781 5,440 13,403 ) 102,074 ) 47,554 ) 5,352 ) 86,337 189,283 ) 1,610 30,804 ) 58 ) 50,270 ) 19,036 ) 27,691 20,686 ) 29,189 51,120 ) - 12,090 8,911) 143,023) 41,760 56,635 90,203 ) 58,267) 193,098) |
(continued)
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(continued from previous page)
| code Cash flow from investing activities B00040 Acquisition of Amortized cost financial assets B00060 Gains (losses) from sale of amortized cost financial assets B00100 Acquisition for Fair value through profit and loss financial assets B00200 Disposal for fair value through profit and loss financial assets B00010 Acquisition for Fair value through other comprehensive income financial assets B00020 Sales for Fair value through other comprehensive income financial assets B01800 Acquisition of Investments accounted for using Equity Method B02300 Net Cash generated from disposal of subsidiaries B02400 Return of shares in liquidation of investee company in the method of equity B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Refundable Deposits increase B03800 Refundable Deposits decrease B04300 Other receivables – related parties increase B04400 Other receivables – related parties decrease B04500 Acquisition of intangible assets B05500 Disposal of investing real-estate B07100 Prepayment for equipment increase BBBB Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES C00100 Short-term debt increase C00200 Short-term debt decrease C00500 Short-term bills payable increase C00600 Short-term bills payable decrease C01600 Payments of finance lease liabilities C01700 Repayment of long-term debt C03000 Deposit received increase C03100 Deposit received decrease C03700 Other payables- related parties increase C03800 Other payables – related parties decrease C04020 Repayment of the principal portion of lease liabilities C04500 Cash dividends C04600 Proceeds from issurance of ordinary shares CCCC Net cash generared from financing activities EEEE NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS E00100 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR E00200 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2020 10,158,528 ) 9,478,204 20,969 ) 23,942 7,959 ) 11,925 363,825 ) 466,216 - 46,934 ) 9,414 160 ) 2,814 566,293 ) 76,064 - 146,827 20,325) 969,587) 20,296,772 18,429,901 ) 3,898,627 3,618,916 ) 1,334,900 1,988,000 ) 5,649 7,333 ) - - 13,614 ) 576,849 ) - 901,335 129,229 ) 470,586 $ 341,357 |
2019 | ||
|---|---|---|---|---|
| ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
17,428,866 ) 17,061,233 19,539 ) 10,038 - - 598,530 ) - 88 123,727 ) 26,370 4,597 ) 2,160 76,064 ) 77,067 112 ) - 70,736) 1,145,215) 14,977,805 14,763,431 ) 3,578,715 3,628,748 ) 2,983,850 2,005,325 ) 9,345 7,360 ) 35,000 158,653 ) 9,513 ) 501,848 ) 1,097,250 1,607,087 268,774 201,812 $ 470,586 |
The accompanying notes are an integral part of the individual financial statements. (Please refer to the auditors’ report of Deloitte and Touche on March 19, 2021)
Chairman: Chia-Min Yeh, Manager:Wei-Li Yeh, Accounting Manager; Yi-nung-Yu
- 99 -
De Licacy Industrial Co., Ltd.
NOTES TO INDIVIDUAL FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In thousands of New Taiwan Dollars, unless stated otherwise)
1.Company History
De Licacy Industrial Co., Ltd. (” the Company”) was incorporated in July 1982 and engaged in manufacturing plaid cloth, blended cloth, jacquard cloth, bubble cloth, telescopic cloth, chemical fiber cloth, polyester cotton cloth, satin and other textile manufacturing, dyeing and finishing processing and trading business.
The Company’s stock has been listed and traded on the Taiwan Stock Exchange since January 1997.
The currency used in the individual financial statements is New Taiwan Dollars.
2.APPROVAL OF FINANCIAL STATEMENTS
The individual financial statements were approved by the Corporation’s board of directors on March 15, 2021.
3.APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
(1) Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of (IFRIC), and Interpretation announcement (SIC), (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC), which did not have any material impact on the Company’s accounting policies.
- (2) The IFRSs endorsed by the FSC for application starting from 2021
| New IFRSs Amendment to IFRS 4 “application to IFRS 9 - temporally exemption for extension” Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS 16 “Interest Rate Benchmark Reform – the second stage” Amendment to IFRS 16 “COVID-19-related rent concessions” |
Effective Date Announced byIASB |
|---|---|
| Effective from issuing date The Corporation shall apply these amendments for annual reporting period beginning on or after January 1, 2021. The Corporation shall apply these amendments for annual reporting period beginning on or after June 1, 2020. |
As of the date the financial statements were authorized for issue, the combined company continues in evaluating the impact on its financial position and financial performance as a result of the initial adoption of the related standards or interpretations. The related impact will be disclosed when the Company completes the evaluation.
-
(3) New IFRSs in issue but not yet endorsed and issued into effect by the FSC
-
100 -
Effective Date New IFRSs Announced by IASB (Note 1) January 1 2022 (Note 2)
“Annual improvement for the 2018-2020 period” January 1 2022 (Note 2) Amendment to IFRS 3 ” Updating a Reference to the Conceptual Framework” January 1 2022 (Note 3) Amendments to IFRS 10and IAS 28 “ To be confirmed Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contract” January 1 2023 Amendments to IFRS 17 January 1 2023 Amendments to IAS 1 “Classification of Liabilities January 1 2023 as Current or Non-current” Amendment to IAS 1” Disclosure of Accounting January 1 2023(Note 6) Policies” Amendment to IAS 8 “Accounting Estimates January 1 2023(Note 7) Definitions” Amendment to IAS 16 “Property, Plant and January 1 2022(Note 4) Equipment — Proceeds before Intended Use” Amendment to IAS 37 “Onerous Contracts — Cost January 1 2022(Note 5) of Fulfilling a Contract”
-
Note1 : Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
-
Note 2: IFRS 9 Amendments will be applied to the exchange of financial liabilities or modification of terms that occur during the annual report period after January 1, 2022; IAS 41amendments "Agriculture" will be applied to fair value measures for the annual report period after January 1, 2022. IFRS 1amendments "First adoption of IFRSs" will be applied retroactively to the annual report period after January 1, 2022.
-
Note 3: The Corporation shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020.
-
Note 4: This amendment applies to plant, property and equipment in the location and condition necessary to achieve management's intended operation mode after January 1, 2021.
-
Note 5: This amendment will be applied to contracts that have not fulfilled all their obligations as at 1 January 2022
-
Note 6: The Company shall apply these amendments postponed for annual reporting periods beginning on or after January 1, 2023.
-
Note 7: This amendment applies to changes in accounting estimates and changes in accounting policies that occur in the beginning annual report period after January 1, 2023.
As of the date of the individual financial statements were authorized for issue, the combined company is still evaluated that no significant impact on its financial position and financial performance is anticipated as a result of the initial adoption of the other standards or interpretations.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-
(1) Statement of compliance
-
101 -
The individual financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.
- (2) Basis of preparation
The individual financial statements have been prepared on the historical cost basis, except for financial instruments that are measured at fair value and net defined benefit liabilities (assets) recognized at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
-
1)Level 1 input is quoted prices (unadjusted) in active markets for identical assets or liabilities.
-
2)Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
-
3)Level 3 inputs are unobservable inputs for an asset or liability.
In the preparation of individual financial reports, the Company applies the equity method to investment subsidiaries and related enterprises.In order to make the annual profit or loss, other comprehensive profit or loss and equity of the individual financial report the same as the annual profit or loss, other comprehensive profit or loss and equity of the Company attributable to the owners of the Company in the individual financial report of the Company, a number of accounting differences on an individual basis are adjusted for the"Investment using the equity method","Profit or loss share of the subsidiaries and related companies using the equity method"and related equity items.
- (3) Classification of current and non-current assets and liabilities
Current assets include:
-
1) Assets held primarily for the purpose of trading;
-
2) Assets expected to be realized within 12 months after the reporting period; and
-
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
-
1)Liabilities held primarily for the purpose of trading;
-
2)Liabilities due to be settled within 12 months after the reporting period; and
-
3)Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
- (4) Foreign currencies
In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss
- 102 -
for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gain and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction (i.e., not recaculated).
In the preparation of individual financial reports, the assets and liabilities of foreign operating institutions (including subsidiaries and affiliates in countries in which they operate or in currencies different from the Company) are converted to NTD at the exchange rate of each balance sheet date.Income and expense loss items are converted at the average exchange rate for the period and the resulting conversion difference is recognized as other comprehensive profit or loss.
(5) Inventories
Inventories consist of raw materials, work in progress and finished goods, and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.
(6)Investment in Subsidiaries
The Company uses the equity method to account for its investment in subsidiaries.
A subsidiary is an entity over which the Company has control.
Under the equity method, the original investment is recognized at cost, and the carrying amount of the investment after the acquisition date increases or decreases in accordance with the Company's share of earnings and other comprehensive income or loss of the subsidiary and profit distribution. In addition, changes in the Company's other equity interests in subsidiaries are recognized in proportion to the Company's ownership interest.
Changes in the Company's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The difference between the carrying amount of the investment and the fair value of the consideration paid or received is recognized directly in equity.
When the Company's share of loss in a subsidiary equals or exceeds its interest in the subsidiary (including the carrying amount of the subsidiary under the equity method and other long-term interests that are substantially part of the Company's net investment in the subsidiary), the loss continues to be recognized in proportion to the Company's ownership.
When control over a subsidiary is lost, the Company measures its remaining investment in the former subsidiary at fair value at the date of loss of control. The difference between the fair value of the remaining investment and the carrying amount of the investment at the date of loss of control, if any, is recognized in profit or loss for the current period. In addition, all amounts recognized in other comprehensive income or loss related to the subsidiary are accounted for on the same basis as if the Company had disposed of the related assets or liabilities directly.
Unrealized gains or losses on downstream transactions with subsidiaries are eliminated in the individual financial statements. Gains or losses resulting from counter-current and sidestream transactions with subsidiaries are recognized in the individual financial statements only to the extent that they are not related to the Company's interest in the
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subsidiary.
(7) Investment in affiliated companies
An affiliate is an enterprise over which the Company has significant influence but which is not a subsidiary or a joint venture.
The Company uses the equity method for its investments in affiliated companies.
Under the equity method, investments in affiliated companies are initially recognized at cost, and the carrying amount of such investments is adjusted for any subsequent increases or decreases in the Company's share of income or loss of the affiliated companies and other comprehensive income or loss and profit distribution. In addition, changes in equity in affiliated companies are recognized in proportion to the Company's ownership interest.
Gains or losses resulting from transactions with affiliates are recognized in the financial statements only to the extent that they are not related to the Company's interest in the affiliates.
(8)Property, plant, and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation.
Property, plant and equipment in the course of construction are measured at cost. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.
Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. If their respective lease terms are shorter than their useful lives, such assets are depreciated over their lease terms. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
- (9)Intangible assets
1. Separately acquired
Individually acquired intangible assets with finite useful lives are initially measured at cost and subsequently measured at cost less accumulated amortization. Intangible assets are amortized on a straight-line basis over their useful lives. The Company reviews the estimated useful lives, residual values and amortization method at least at each year-end and defers the effect of changes in applicable accounting estimates.
2. Derecognition
When an intangible asset is derecognized, the difference between the net disposal price and the carrying amount of the asset is recognized in profit or loss for the year.
(10) Impairment of property, plant and equipment, right-of-use assets and intangible assets The Company assesses at each balance sheet date whether there is any indication that property, plant and equipment, right-of-use assets and intangible assets may be impaired. If any indication of impairment exists, the recoverable amount of the asset is estimated. If the recoverable amount of an individual asset cannot be estimated, the Company estimates the recoverable amount of the cash-generating unit to which the asset
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belongs. Shared assets are allocated to the smallest group of cash-generating units on a reasonably consistent basis.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, and the impairment loss is recognized in profit or loss.
When the impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised recoverable amount, provided that the increased carrying amount does not exceed the carrying amount (net of amortization or depreciation) that would have been determined had the impairment loss not been recognized in prior years. Reversal of impairment loss is recognized in profit or loss.
- (11) Financial instruments
Financial assets and financial liabilities are recognized in the individual balance sheets when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities that are not measured at fair value through profit or loss are measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial assets or financial liabilities when the financial assets or financial liabilities are recognized initially. Transaction costs directly attributable to the acquisition or issuance of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
- Financial assets
Regular transactions of financial assets are recognized and derecognized using trade date accounting.
- (1) Types of measurement
The types of financial assets held by the Company are financial assets measured at fair value through profit or loss, financial assets measured at amortized cost and investments in equity instruments measured at fair value through other comprehensive income.
- A. Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets measured at fair value through profit or loss on a mandatory basis. Financial assets at fair value through profit or loss include investments in equity instruments that are not designated as at fair value through other comprehensive income.
Financial assets at fair value through profit or loss are measured at fair value with dividends and interest recognized in other income and interest income, respectively, and gains or losses arising from remeasurement recognized in other gains and losses. For the determination of fair value, please refer to Note 32.
- B.Financial assets carried at amortized cost
Financial assets are classified as financial assets carried at amortized cost if both of the following conditions are met
-
a. they are held within an operating model whose objective is to hold the financial assets to collect the contractual cash flows; and
-
b. the contractual terms give rise to cash flows at a specific date, which are solely payments of principal and interest on the principal amount outstanding.
-
105 -
Financial assets carried at amortized cost (including cash and cash equivalents, receivables and refundable deposits carried at amortized cost) are measured at amortized cost using the effective interest method to determine the total carrying amount less any impairment loss after initial recognition, with any foreign currency exchange gain or loss recognized in profit or loss.
Interest income is calculated by multiplying the effective interest rate by the total carrying amount of the financial asset, except for the following two cases.
-
a. For credit-impaired financial assets acquired or created, interest income is computed by multiplying the credit-adjusted effective interest rate by the amortized cost of the financial assets.
-
b. For financial assets that are not impaired but subsequently become impaired, interest income is computed by multiplying the effective interest rate by the amortized cost of the financial assets from the next reporting period after the impairment is applied.
Credit-impaired financial assets are those for which the issuer or the debtor has experienced significant financial difficulties, defaulted, it is probable that the debtor will declare bankruptcy or other financial reorganization, or the active market for the financial assets has disappeared due to financial difficulties.
Cash equivalents include time deposits that are highly liquid, readily convertible into fixed amounts of cash and subject to an insignificant risk of changes in value within three months from the date of acquisition, and are used to meet short-term cash commitments.
- C.Investments in equity instruments measured at fair value through other comprehensive income or loss
At initial recognition, the Company has an irrevocable option to designate investments in equity instruments that are not held-for-trading and not acquired in a business combination with contingent consideration to be measured at fair value through other comprehensive income.
Investments in equity instruments measured at fair value through other comprehensive income are measured at fair value, with subsequent changes in fair value reported in other comprehensive income and accumulated in other equity. Upon disposal of an investment, the cumulative gain or loss is transferred directly to retained earnings and is not reclassified to profit or loss.
Dividends from investments in equity instruments measured at fair value through other comprehensive income are recognized in profit or loss when the Company's right to receive them is established, unless the dividends represent a partial recovery of the cost of the investment.
- (2) Impairment of financial assets
The Company assesses impairment losses on financial assets (including accounts receivable) measured at amortized cost at each balance sheet date based on expected credit losses.
-
An allowance for impairment is recognized on accounts receivable based on the expected credit loss over the period of the receivable. If there is no significant increase in credit risk, an allowance for loss is recognized on the basis of expected credit losses over 12 months, and if there is a significant increase, an allowance for
-
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loss is recognized on the basis of expected credit losses over the remaining period.
Expected credit losses are weighted average credit losses based on the risk of default, 12-month expected credit losses represent expected credit losses arising from possible defaults within 12 months after the reporting date and expected credit losses over the life of the financial instrument represent expected credit losses arising from all possible defaults during the expected life of the financial instrument.
For internal credit risk management purposes, the Company determines that a default on a financial asset has occurred when internal or external information indicates that the debtor is unlikely to settle the obligation, without regard to the collateral held.
An impairment loss on a financial asset is recognized by reducing the carrying amount of the financial asset through an allowance account.
- (3) Derecognition of financial assets
Financial assets are derecognized only when the Company's contractual rights to the cash flows from the financial assets have lapsed or when the financial assets have been transferred and substantially all the risks and rewards of ownership of the assets have been transferred to other enterprises.
When a financial asset is derecognized in its entirety at amortized cost, the difference between the carrying amount and the consideration received is recognized in profit or loss. When equity instruments measured at fair value through other comprehensive income are derecognized as a whole, the cumulative gain or loss is transferred directly to retained earnings and is not reclassified to profit or loss.
-
2.Equity Instruments
-
(1) Subsequent measurement
All of the Company's financial liabilities are measured at amortized cost using the effective interest method.
- (2) Derecognition of financial liabilities
Upon derecognition of a financial liability, the difference between the carrying amount and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
- Derivative instruments
Derivatives are exchange rate swaps entered into by the Company to manage the Company's exposure to exchange rate risk.
Derivatives are initially recognized at fair value at the time the derivative contracts are entered into and subsequently remeasured at fair value at the balance sheet date, with gains or losses arising from subsequent measurements recognized directly in profit or loss. When the fair value of a derivative is positive, it is recorded as a financial asset; when the fair value is negative, it is recorded as a financial liability.
- (12)Treasury stocks
The carrying value of the parent company's stock held by a subsidiary is based on the carrying value of the investment in the parent company when the subsidiary becomes a subsidiary.
(13)Provision for Liabilities
The amount recognized as a provision for liabilities is the best estimate of the amount required to settle the obligation at the balance sheet date, taking into account the risks and uncertainties of the obligation. The provision for liabilities is measured as the discounted
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value of the estimated cash flows from the settlement of the obligation.
- (14)Revenue Recognition
After recognizing performance obligations under customer contracts, the Company allocates the transaction price to each performance obligation and recognizes revenue when each performance obligation is satisfied.
Merchandise Sales Revenue
Revenue from merchandise sales is derived from sales of long- and short-staple fibers. The Company recognizes revenue and accounts receivable at the point when the customer has the right to set the price and use of the products and has the primary responsibility to re-sell the products, as well as the risk of obsolescence.
Therefore, the Company does not recognize revenue at the time of material removal.
(15)Leases
The Company assesses whether the contract is a lease at the contract inception date.
- The Company is the lessor
A lease is classified as a finance lease when the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the asset to the lessee. All other leases are classified as operating leases.
Lease payments under operating leases are recognized as income on a straight-line basis over the term of the relevant lease. The original direct costs incurred in acquiring an operating lease are added to the carrying amount of the underlying asset and recognized as an expense over the lease term on a straight-line basis.
- 2.The Company is the lessee
Right-of-use assets and lease liabilities are recognized at the lease commencement date for all leases, except for leases of low-value subject assets to which recognition exemptions apply and short-term leases where lease payments are recognized as expenses on a straight-line basis over the lease term.
Right-of-use assets are measured initially at cost (including the original measurement of the lease liability, lease payments made prior to the lease commencement date less lease incentives received, original direct cost and estimated cost of restoration of the subject asset) and subsequently measured at cost less accumulated depreciation, with adjustments for remeasurement of the lease liability. Right-of-use assets are presented separately in the individual balance sheets.
Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease to the earlier of the end of the useful life or the end of the lease term.
Lease liabilities are measured initially at the present value of the lease payments (which are fixed payments). If the interest rate implied by the lease is readily determinable, the lease payments are discounted using that rate. If the interest rate is not readily determinable, the lessee's incremental borrowing rate is used.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, and interest expense is allocated over the lease term. If a change in the lease term results in a change in future lease payments, the Company remeasures the lease liability and adjusts the right-of-use asset accordingly, but if the carrying amount of the right-of-use asset is reduced to zero, the remaining remeasurement amount is recognized in profit or loss. Lease liabilities are presented separately in the individual balance sheets
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(16)Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an eligible asset are included as part of the cost of the asset until substantially all activities necessary to bring the asset to its intended use or sale condition have been completed.
Investment income earned on specific borrowings that are temporarily invested prior to the incurrence of qualifying capital expenditures is deducted from the cost of borrowings eligible for capitalization.
Except as described above, all other borrowing costs are recognized in profit or loss in the year in which they are incurred.
- (17) Government Grants
Government grants are recognized only when there is reasonable assurance that the Company will comply with the conditions attached to the government grant and that the grant will be received.
Government grants related to revenue are recognized in other income on a systematic basis over the period in which they are intended to compensate the Company for the related costs recognized as expenses. Government grants that are contingent upon the Company's acquisition, construction or other acquisition of non-current assets are recognized as deferred revenue and are transferred to profit or loss on a reasonable and systematic basis over the useful lives of the related assets.
Government grants are recognized in profit or loss in the period in which they become receivable if they are intended to compensate for expenses or losses already incurred or to provide immediate financial support to the Company and have no future related costs.
-
(18) Employee benefits
-
1.Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
2.Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
- (19)Taxation
Income tax expense is the sum of current income tax and deferred income tax.
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1) Current tax
Current income (loss) is determined by the regulations of each jurisdiction in which the Company files income tax returns and is used to calculate the amount of tax payable (recoverable).
Income tax on undistributed earnings is recognized in the year when the shareholders'
meeting is held.
Adjustments to prior years' income tax payable are included in the current period's income tax.
2) Deferred tax
Deferred tax is calculated on temporary differences between the carrying amounts of
assets and liabilities and the tax bases used to compute taxable income.
Deferred tax liabilities are generally recognized for all taxable temporary differences, while deferred income tax assets are recognized to the extent that it is probable that taxable profit will be available against which the temporary differences and loss carryforwards can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and affiliates, except where the Company can control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognized for deductible temporary differences associated with such investments only to the extent that it is probable that sufficient taxable income will be available to allow the temporary differences to be realized and to the extent that reversal is expected in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered. Deferred tax assets are reviewed at each balance sheet date and the carrying amount is increased to the extent that it is more likely than not that sufficient tax assets will be available to allow recovery of all or part of the assets.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the liability is settled or the asset is realized, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences of the manner in which the Company expects to recover or settle the carrying amounts of its assets and liabilities at the balance sheet date.
3) Current and deferred taxes
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of The combined companys’ accounting policies, management is required to make judgments, estimations, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are
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considered relevant. Actual results may differ from these estimates.
The Company considers the economic impact of the COVID-19 outbreak as a significant accounting estimate, and management reviews the estimates and underlying assumptions on an ongoing basis. If a revision of an estimate affects only the current period, it is recognized in the period in which the estimate is revised; if a revision of an accounting estimate affects both the current and future periods, it is recognized in the period in which the estimate is revised and in future periods.
Key sources of estimation and assumed uncertainty – slow-moving inventory losses Inventory is based on the age of the stock to assess its sluggish situation, and based on historical experience to estimate the proportion of its proposed impairment amount, as the basis for assessing the loss of inventory sluggish. If future actual inventory impairment is higher than 。 expected, significant losses may be incurred.
6.CASH AND CASH EQUIVALENTS
| ASH AND CASH EQUIVALENTS | |||
|---|---|---|---|
| Cash on hand, turnover Bank cheques and demand deposits Cash Equivalents (Investments with an original Expiry Date of less than 3 months) Time Deposit |
31 December 2020 $ 410 340,947 - $341,357 |
31 December 2019 | |
| $ 476 110,350 359,760 $470,586 |
The annual interest rate on cash equivalents of December 31, 2019 was 2.25%.
7. Financial Instruments at fair value through profit and loss.
| Financial assets - current Mandatory measurement at fair value through profit or loss Non-derivative financial assets Domestic listed (over-the- counter) stocks Fund beneficiary certificates Financial liabilities - current Held for trading Derivative instruments (not designated as hedges) Exchange rate swap contracts (Note) |
December31 2020 $ - 9,387 $ 9,387 $ 18,919 |
December31 2020 $ - 9,387 $ 9,387 $ 18,919 |
December31 2019 | December31 2019 |
|---|---|---|---|---|
| $ $ | $ 3,200 8,589 $ 11,789 $ 2,462 |
|||
$ |
$ |
(Note) Exchange rate swap contracts not subject to hedge accounting and outstanding at the balance sheet date were as follows:
December 31, 2020
| December 31, 2020 | |||
|---|---|---|---|
| Category Foreign exchange swap contract |
Currencies NTD to USD |
Expiration Period 2021.01.28 ~2021.06.21 |
Contract Amount(in 1,000 dollars) |
| NTD 588,807/USD 20,000 |
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December 31, 2019
Contract Amount (in 1,000 Category Currencies Expiration Period dollars) Foreign exchange swap NTD to USD 2020.02.07 ~ NTD 278,730/USD 9,200 contract 2020.03.17
The Company engages in exchange rate swaps mainly to hedge the risk of foreign currency assets and liabilities arising from exchange rate fluctuations.
The financial assets and liabilities at fair value through profit or loss incurred valuation losses of $23,795,000 and $3,179,000 for the years ended December 31, 2020 and 2019, respectively, are included in other gains and losses in the individual individual statements of income.
8.Financial assets – Equity instrument investment at fair value through other comprehensive profit or loss
December 31, 2020 December 31, 2019 Investments in equity instruments - non-current Domestic Investment Private shares of listed companies Private common shares of Chia Her Industrial Co., Ltd. $ 56,222 $ 51,294
In July 2013, the Company subscribed 13,980,000 shares (2,266,000 shares after capital reduction, 2.764% shareholding) of the private placement common stock of Chia Her Industrial Co. at NT$1.43 per share, totaling NT$19,991,000. Although the aforementioned shareholding has passed the three-year lock-up period, the past profit situation of Chia Her ndustrial Co. However, the Company is still unable to complete the public offering because its past profits do not meet the requirements for listing.
The Company has invested in the private placement of common stock of Chia Her Industrial Co. for medium and long-term strategic purposes and expects to make profits from the long-term investment. The Company's management believes that it would be inconsistent with the aforementioned long-term investment plan to include short-term fair value fluctuations of these investments in profit or loss, and has therefore elected to designate these investments as measured at fair value through other comprehensive income.
9.Financial assets at amortized cost
| Current Domestic Investment Pledged Demand Deposit Pledged Time Deposit (1) (1)Time Deposit interest rate range |
December 31,2020 $302,193 2,387,493 $ 2,689,686 0.07% ~0.6% |
December 31,2019 |
|---|---|---|
| $ 7 2,107,666 $ 2,107,673 0.13% ~2.5% |
-
。 -
(2)For information on pledges of financial assets measured at amortized cost. (see Note 34)
-
(3)The Company invests only in liability instruments with low credit risk as assessed by the impairment. The Company considers the historical default loss rate and the outlook of the industry in which it operates to measure the expected credit loss over 12 months or the
-
112 -
expected credit loss over the life of the investment in liability instruments. As the debtor has low credit risk and sufficient ability to settle the contractual cash flows, no expected credit loss has been recorded against financial assets at amortized cost as of December 31, 2020 and 2019.
10. Notes Receivable, Net Accounts Receivable, and other Accounts Receivable
(1)Notes Receivable
Notes receivable of The combined company are all business-related.
No overdue notes receivable of The combined company on 31 December 2020 and 2019 , thus no allowance was made for losses.
(2)Accounts Receivable
| Accounts Receivable | |||
|---|---|---|---|
| At amortized cost Total book value Less: allowance for the losses |
December31,2020 $ 397,203 50,103 $ 347,100 |
December31,2019 | |
| $575,395 16,807 $558,588 |
The average credit period for merchandise sales is 60 days and accounts receivable are non-interest bearing. To mitigate credit risk, the Company's management assigns a dedicated team to determine credit limits, approve credit facilities and other monitoring procedures to ensure that appropriate actions are taken to collect overdue accounts receivable. In addition, the Company reviews the recoverable amounts of accounts receivable on a case-by-case basis at the balance sheet date to ensure that appropriate impairment losses have been recorded for uncollectible accounts receivable. Accordingly, the Company's management believes that the Company's credit risk has been significantly reduced.
The Company recognizes an allowance for losses on accounts receivable based on expected credit losses over the period of time. The expected credit loss for the duration of the period is calculated using an allowance matrix, which takes into account the customer's past default history and current financial condition. Since the Company's credit loss history shows that there is no significant difference in loss patterns among different customer groups, the allowance matrix does not further differentiate between customer groups and only uses the number of days that accounts receivable are open to determine the expected credit loss rate.
If there is evidence that the counter-party is in serious financial difficulty and the Company cannot reasonably expect to recover the amount, for example, if the counter-party is in liquidation, the Company directly eliminates the related accounts receivable, but continues to pursue recovery activities, as the amount recovered is recognized in profit or loss.
The Company measured the allowance for losses on accounts receivable based on the provision matrix as follows:
December 31, 2020
Expected credit loss rate Total carrying amount Allowance for losses (expected credit losses during the continuance period) Amortized cost |
Less than 90 days 0% $ 322,912 - $ 322,912 |
90-180 days 5% $ 25,461 ( 1,273 ) $ 24,188 |
180-365 days 100% $ 17,988 ( 17,988 ) $- |
365 days above 100% $ 30,842 ( 30,842 ) $ - |
Total | ||
|---|---|---|---|---|---|---|---|
| - $ 397,203 ( 50,103 ) $ 347,100 |
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December 31, 2019
Expected credit loss rate Total Carrying amount Allowance for losses (expected credit losses during the continuance period) Amortized cost |
Less than 90 days 0% $ 505,220 - $ 505,220 |
90-180 days 2% $ 36,102 ( 553 ) $ 35,549 |
180-365 days | 365 days above 48% $ 25,962 ( 12,469 ) $ 13,493 |
Total |
|---|---|---|---|---|---|
| 47% $ 8,111 ( 3,785 ) $ 4,326 |
- $ 575,395 ( 16,807 ) $ 558,588 |
Information on the changes in the allowance for losses on accounts receivable is as follows
| receivable is as follows | ||||
|---|---|---|---|---|
| Beginning Balance (Reversal) of impairment loss for the year Actual write-off for the year Ending Balance |
2020 $ 16,807 33,378 82) $ 50,103 |
2019 | ||
( |
( |
$ 17,483 676 ) - $ 16,807 |
11. Inventory
| Finished Goods Work-in-progress Raw materials |
December 31,2020 $ 922,188 268,596 180,972 $ 1,371,756 |
December 31,2019 | December 31,2019 |
|---|---|---|---|
| $ 857,714 278,862 157,741 $ 1,294,317 |
The nature of cost of goods sold is as follows
| 2020 2019 Cost of goods sold $ 2,734,293 $ 3,674,396 for loss and market price decline and obsolete and slow-moving inventories 23,625 - Unallocated Manufacturing Costs (Note) 49,874 4,563 Others ( 506) 2,270 $ 2,807,286 $ 3,681,229 Note: Unallocated manufacturing costs include expenses related to the shutdown period to the impact of the COVID-19 outbreak. Investments by using the equity method December 31,2020 December 31,2019 Investment in subsidairy $ 6,736,290 $ 6,917,644 Investment in affiliated companies 111,412 - $ 6,847,702 $ 6,917,644 |
2020 2019 Cost of goods sold $ 2,734,293 $ 3,674,396 for loss and market price decline and obsolete and slow-moving inventories 23,625 - Unallocated Manufacturing Costs (Note) 49,874 4,563 Others ( 506) 2,270 $ 2,807,286 $ 3,681,229 Note: Unallocated manufacturing costs include expenses related to the shutdown period to the impact of the COVID-19 outbreak. Investments by using the equity method December 31,2020 December 31,2019 Investment in subsidairy $ 6,736,290 $ 6,917,644 Investment in affiliated companies 111,412 - $ 6,847,702 $ 6,917,644 |
2019 | |
|---|---|---|---|
Investment in subsidairy Investment in affiliated companies |
|||
Note: Unallocated manufacturing costs include expenses related to the shutdown period due to the impact of the COVID-19 outbreak.
12. Investments by using the equity method
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(1)Investment in subsidairy
| vestment in subsidairy | ||
|---|---|---|
| Unlisted public and OTC companies De Licacy (Samoa) Holding Company De-Fa International Industrial Co., Ltd. View Best Global Limited Chadex Industrial Co., Ltd. British Virgin Islands De Licacy BVI Holdings Limited Tung Ming Textile Co., Ltd. Lucky Unique Enterprise Co., Ltd. De Kao Trading Co., Ltd. De Licacy (Samoa) Holding Company De-Fa International Industrial Co., Ltd. View Best Global Limited Chadex Industrial Co., Ltd. British Virgin Islands De Licacy BVI Holdings Limited Tung Ming Textile Co., Ltd. Lucky Unique Enterprise Co., Ltd. De Kao Trading Co., Ltd. |
December 31,2020 December 31,2019 $ 3,393,211 $ 2,996,495 49,709 65,462 41,053 41,637 239,702 234,874 3,012,615 3,063,449 - 209,427 - 296,499 - 9,801 $ 6,736,290 $ 6,917,644 Percentage of ownershipand votingrights December 31,2020 December 31,2019 100% 100% 100% 100% 100% 100% 55.06% 50.41% 100% 100% - 91.28% - 59 - 60 |
|
| December 31,2020 100% 100% 100% 55.06% 100% - - - |
||
1. The Company increased its investment in De Licacy (Samoa) Holiday company by $320,241,000 (US$11,059,000) and $137,228,000 (US$4,440,000) in 2020 and 2019, respectively.
2. The Company increased its investment in View Best Global Limited (100% owned) by $15,622,000
- (US$540,000) in February 2020, mainly for the purpose of lending funds to ATAGO Vietnam (30% owned) for its operations.
-
In 2020, the Company acquired 4.65% of the shares of Chgdex from an unrelated party for $21,329,000, resulting in an increase in shareholding from 50.41% to 55.06%. The Company increased capital surplus by $675,000 for the difference between the actual acquisition price and the carrying value.
-
4.Our company increased its investment in Delicacy Holding Company by NTD 427,638 thousand (US$13,600,000) in 2010 to indirectly invest in De Shen (Cayman) Holdings Co., Ltd and Vietnam De Licacy Industrial Co.,. As of December 31, 109, its indirect investment in Vietnam De Licacy Industrial Co., in Company was funded. Among them, 106,060 thousand U.S. dollars has been checked by the Investment Review Committee of the Ministry of Economic Affairs.
-
On January 14, 2020, the Board of Directors approved the purchase of 1.22% of the shares of Lucky Unique Enterprise co., Ltd from its subsidiary Tung Ming Company for $6,633,000, which increased its shareholding from 59.7% to 60.92%; on March 12, 2020, the Board of Directors approved the sale of 60% of the shares of De Kac Trading Co., Ltd. for $12,000,000; and on March 20, 2020, the Board of Directors approved the sale of 60% of the shares of Teco to Phuoc Phat Company for $12,000,000. On April 20, 2020, the board of directors approved the sale of 91.28% of the equity interest in Tung Ming to Lucky Unique Enterprise co., Ltd for $258,989,000; and on June 19, 2020, the board of directors approved the sale of 35.94% of the equity interest in Lucky Unique Enterprise co., Ltd to a non-affiliate for $195,227,000, resulting in a reduction of the shareholding to 24.98%. The transaction price was determined with reference to the valuation report of Chang Xin Asset Consulting Co., Ltd., an independent consultant of the unrelated party, on March 31, 2020. The remaining investment was recognized as investment in affiliated companies at fair value on the date of loss of control, see Note 13 and Note 32 to the Consolidated Financial Statements for 2020.
-
For the changes in the percentage of ownership and items of stockholders' equity resulting from various equity transactions, see Notes 12 and 33 to the Company's 2020 consolidated financial statements. For the details of the Company's indirectly held investment subsidiaries, see Note 38.
- The shares of income and other comprehensive income of the subsidiaries using the equity method in 2020 and 2019 are recognized based on the audited financial statements of each subsidiary for the same periods.
-
-
(2)Investment in affiliated companies- significant afflicated companies-December 31, 2020
-
115 -
Amount Lucky Unique Enterprise Co., Ltd. $ 111,412
As of December 31, 2020, the Company's percentage of hareholding and voting rights in Lucky Unique Enterprise Co. is 24.98%.
For the business nature, principal place of business and country information of the company registration of the above-mentioned related enterprises, please refer to the Schedule 7" Information of the invested company, location...and other related information".
13.Property, plant and equipment
The schedule of changes in property, plant and equipment for the years ended December 31, 2020 and 2019 is shown in Schedule 11.
Owned land includes a portion of the Company's plant (with a carrying value of $23,507,000), which is agricultural land and is temporarily registered in the name of others, but the agricultural land has been pledged to the Company.
The Company’ property, plant and equipment were assessed in 2020 and 2019, there is no indication of impairment.
Depreciation expense is provided on a straight-line basis over the following useful lives. :
| Depreciation expense is provided on a straight-line | basis over the following useful |
|---|---|
| Land improvements | 3 to 40 years |
| Buildings | |
| Plant main buildings | 20 to 55 years |
| Mechanical and power equipment | 5 to 40 years |
| Engineering System | 3 to 55 years |
| Others | 2 to 25 years |
| Machinery | 2 to 25 years |
| Transportation equipment | 3 to 6 years |
| Other equipment | 2 to 25 years |
For the amount of property, plant and equipment pledged as security for loans by The combined company, see Note 34.
14.Lease Agreement
(1)Right-of-use asset
| Right-of-use asset | |||||
|---|---|---|---|---|---|
| Costs January 1 2019balance Additions December 31, 2019 balance Accumulated depreciation January 1 2019 balance Depreciation December 31, 2019balance December 31, 2019 net Costs January 1, 2020 balance Additions Decrease |
Buildings $ 3,084 24,818 $ 27,902 $ - 7,685 $ 7,685 $ 20,217 $ 27,902 16,662 3,084) |
Transportation Equipment $ 2,106 - $ 2,106 $ - 1,656 $ 1,656 $ 450 $ 2,106 416 ( 2,106) |
Total | ||
( |
( |
( |
$ 5,190 24,818 $ 30,008 $ - 9,341 $ 9,341 $ 20,667 $ 30,008 17,078 5,190) |
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| Buildings | Buildings | Transportation | Transportation | Transportation | Total | ||||
|---|---|---|---|---|---|---|---|---|---|
| Equipment | |||||||||
| December 31, 2020 balance | $ | 41,480 | $ | 416 | $ | 41,896 | |||
| Accumulated depreciation | |||||||||
| January 1, 2020 balance | $ | 7,685 | $ | 1,656 | $ | 9,341 | |||
| Depreciation | 12,808 | 508 | 13,316 | ||||||
| Decrease | ( | 1,850 | ) |
( | 2,106 | ) | ( |
3,956) | |
| December 31, 2020 balance | $ | 18,643 | $ | 58 | $ | 18,701 | |||
| December 31, 2020 net | $ |
22,837 | $ | 358 | $ | 23,195 | |||
| (2)Lease liabilities | |||||||||
| December | 31, | 2020 | December 31,2019 | ||||||
| Lease liabilities carrying amount | |||||||||
| Current | $ | 14,035 | $ | 10,183 | |||||
| Non-current | $ | 9,378 | $ | 10,604 | |||||
| Buildings | $ | 23,054 | $ | 20,334 | |||||
| Transportation Equipment | 359 | 453 | |||||||
| $ | 23,413 | $ | 20,787 | ||||||
| The discount rate range of the | Lease liabilities is as follows: | ||||||||
| December 31, | 2020 | December | 31,2019 | ||||||
| Buildings | 1.53%~1.68% |
1.34%~1.53% |
|||||||
| Transportation Equipment | 1.45% | 1.34% | |||||||
| (3)Other leasing information | |||||||||
| 2020 | 2019 | ||||||||
| Short-term leasing expense | $ | 1,680 | $ | 4,211 | |||||
| Total cash used in leasing | ($ | 15,294 | ) | ( | $ | 13,724) |
The discount rate range of the Lease liabilities is as follows:
The Company has elected to apply the exemption from recognition to leases of office premises and plant that qualify as short-term leases and does not recognize the related right-of-use assets and lease liabilities for these leases.
| these leases. | ||
|---|---|---|
| All commitments under | leases with lease periods beginning after the balance sheet date are as follows. | |
| December 31,2020 | December 31,2019 | |
| Lease Commitment | $ 490 | $ 610 |
15.Other Intangible Assets
For computer software licenses, the changes are as follows:
| Costs Beginning balance Single acquisition Expiry Derecognition Ending balance Accumulated amortization Beginning balance Amortization fee Expiry Derecognition Ending balance Ending net |
2020 $ 945 - 945) $ - $ 852 93 945) $ - $ - |
2019 | ||
|---|---|---|---|---|
( ( |
( ( |
$ 1,974 112 1,141) $ 945 $ 1,845 148 1,141) $ 852 $ 93 |
Amortization fee is accrued on a straight-line basis over one year of useful life for the above assets.
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16.Prepayments
| Prepayments | |||
|---|---|---|---|
| Prepayment for purchases Prepayment for plating fee Others Other current assets Income tax refund receivable. Input Tax Office supplies |
December 31,2020 $ 11,419 4,090 9,040 $ 24,549 December 31,2020 $ 35,966 1,097 1,853 $ 38,916 |
December 31,2019 | |
| $ 10,251 5,837 14,840 $ 30,928 December 31,2019 |
|||
| $ 46,952 3,696 2,511 $ 53,159 |
17.Other current assets
18. Loan
- (1)Short-term loan
| t Tax ce supplies n Short-term loan |
1,097 1,853 $ 38,916 |
3,696 2,511 $ 53,159 |
3,696 2,511 $ 53,159 |
|---|---|---|---|
| Securred loan (see Note 34) Bank loan Unsecured loan Bank loan by line of credit |
December 31,2020 $ 2,677,000 1,934,976 $ 4,611,976 |
December 31,2019 | |
| $ 843,700 1,901,405 $ 2,745,105 |
The annual interest rates of bank loans ranged from 0.79% to 1.41% and 0.97% to 1.50% on December 31, 2020 and 2019, respectively.
- (2)Short-term notes payable
| Short-term notes payable | |||
|---|---|---|---|
| Commercial Paper Payable Less: Discount on short-term notes and bills payable |
December 31,2020 $ 710,000 499 $ 709,501 |
December 31,2019 | |
| $ 430,000 210 $ 429,790 |
Outstanding short-term notes and bills payable are as follows:
December 31, 2020
| December 31, 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Guarantor/Acceptance Agency |
Face amount $ 50,000 100,000 50,000 50,000 50,000 50,000 50,000 50,000 260,000 $ 710,000 |
Discount amount |
Carrying amount |
Interest rate collars(%) |
Name of collateral |
Collateral Carrying amount |
||
| Commercial Paper Payable Grand Bills Finance Corp. Taiwan Cooperative Bills Finance Corp. China Bills Finance Corp. Mega Bills Finance Co. Ltd. Dah Chung Bills Finance Corp. Da Ching Bills Finance Corp. Taiwan Finance Corp. International Bills Finance Corp. O-Bank |
$ 20 133 3 5 41 81 28 5 183 $ 499 |
$ 49,980 99,867 49,997 49,995 49,959 49,919 49,972 49,995 259,817 $ 709,501 |
0.500 0.902 0.400 0.852 0.850 1.040 1.140 0.650 0.330 |
none none none none none none none none none |
$ - - - - - - - - - |
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December 31, 2019
| December 31, 2019 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Guarantor/Acceptance Agency |
Face amount | Discount amount |
Carrying amount |
Interest rate collars(%) |
Name of collateral |
Collateral Carrying amount |
|||||
| $ 50,000 100,000 50,000 50,000 50,000 30,000 50,000 50,000 |
|||||||||||
| $ 430,000 | |||||||||||
(3)Long-term bank loans
1.Bank Guarantees and Credit Loan
| Guaranteed Loans Bank loan Unsecured loan Bank line of credit loans Bank line of credit loans Bank line of credit loans Bank line of credit loans Less: classified as the part due within one year |
ExpiryDate 2020.03.30 ~2020.08.12 2024.08.15 2022.01.19 ~2025.03.20 2026.05.15 ~2029.07.09 2015.08.21 ~2029.11.12 2025.10.08 |
Significant Terms The principal is repaid at a time when it is due. From September 2021, average amortization of principal in 36 installments. Since July 2017, the principal has been amortized on an average half-year basis. This loan is intended to remit the capital required to set up the Vietnam plant in the investment share capital. From April 2022, the principal will be repaid in average monthly installments. 。The principal will be repaid in equal monthly installments beginning in September 2021. The average monthly principal repayment has been made since November 2021. |
December 31 2020 |
December 31 2019 |
||
|---|---|---|---|---|---|---|
| $ - 12,000 240,000 250,000 293,400 88,000 883,400 97,158 $ 786,242 |
$1,128,000 - 100,000 235,000 73,500 - 1,536,500 1,168,000 $ 368,500 |
The interest rates on December 31, 2020 ans 2019 were 0.21% to 1.5% and 0.21% to 1.74%,. respectively
2.Bank Syndications signed on February 13 2019
On February 13, 2019, the Company entered into a syndicated credit agreement with a syndicate of banks for a total amount of NT$2,200,000,000, the purpose of which is to repay loans from financial institutions and to replenish medium-term operating revolver.
As the financial ratios in the consolidated financial statements for the second quarter of 2020 and FY of 2020 did not meet the requirements of the loan agreement, the Company applied to the
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syndicated credit syndicate for a waiver of the financial ratios in the 2020 semi-annual and annual reports and for a new guarantee line of NT$800,000,000 (Item B) for the issuance of commercial paper (the total amount of Item A and Item B to be utilized shall not exceed the total credit line of NT$2,200,000,000), and the first supplementary contract was signed on November 30, 2020.
Terms and Conditions
Iteam A Iteam B (Commercial Paper Guarantee) Less: As part of a one-year maturity |
Line of Credit $ 2,200,000 800,000 $ 3,000,000 |
Used A | m | ount December 31 2019 $ 2,200,000 - 2,200,000 - $ 2,200,000 |
Credit Period From the date of first use to the date of expiration of 5 years From the date of first use to the date of expiration of 5 years. |
Annual interest rate 1.797% 0.85% |
Credit granting method |
||
|---|---|---|---|---|---|---|---|---|---|
| December 31 2020 $ 1,400,000 799,932 2,199,932 176,000 $ 2,023,932 |
|||||||||
| Should not be revolving use Revolving use is allowed. |
Settlement method
-
Item A:The 30-month maturity date from the first drawdown date (21 February 2019) will be the first installment. Thereafter, the outstanding principal balance of Item A will be amortized in six installments at a rate of six installments. Of these, 8 per cent were amortized for the first to fifth installments and 60 per cent for the sixth installment. However, if the date of amortization of the balance of principal for any period as set out in the foregoing manner will be later than the final maturity date, the final maturity date shall be the amortization date of the principal for that period.
-
Item B:The full payment obligation shall be fulfilled on the maturity date of the commercial promissory note at the face amount as scheduled, and the first installment shall expire 30 months from the date of the first use, and thereafter the amount shall be reduced in six installments at a rate of one every six months. Among them, the first to the fifth phase of the amortization and decrement of 8%, the sixth phase of the amortization and decrement of 60%.
Financial Ratios
During the term of this contract, the Company's individual financial statements shall maintain the ratios shown below:
-
A.Current Ratio (Current Assets/(Current Liabilities - Dividends payable)) ︰ shall not be less
-
than one
hundred percent (100%) (Inclusive).
-
- -
-
B.Liabilities Ratio:(Total Liabilities Dividends Payable Bank loans secured by full certificates of
-
deposit)/Net of tangibles: shall not be higher than two hundred percent (200%) (inclusive) 。
-
C.Interest covers multiplier ((Net income before tax + Finance costs + Depreciation + Amortization)/ Amortization)/Finance costs): 6 times (inclusive) above.
-
D.Net of Tangibles (Equity(include minor shareholdings) - Intangible Assets + Dividends
-
payable):
-
No less than NT$4.5 billion (inclusive)
The combined company's pledges to secure long-term loans are described in Note 34.
19.Notes Payable and Accounts Payable
(1) Notes Payable
| es Payable and Accounts Payable Notes Payable |
|||
|---|---|---|---|
| Notes Payable Occurrence due to business Occurrence due to nonbusiness – purchase of Property, Plant and Equipment |
December 31,2020 $ 59,983 1,222 $ 61,205 |
December 31,2019 | |
| $ 76,612 417 $ 77,029 |
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(2)All accounts Payable for business.
- (3)The combined company has a financial risk management policy to ensure that all payables are repaid within the prearranged credit terms.
20.Other accounts payable
| Other accounts payable | |||
|---|---|---|---|
| Payroll payable, bonus, Remuneration for Employees and Directors Payroll payable, bonus, Remuneration for Employees and Directors Utilities Payable Commission Payable Transportation fee payable Leave Payable Equipment Payable Others |
December 31,2020 $ 36,379 25,096 13,868 8,662 7,768 3,696 924 56,000 $ 152,393 |
December 31,2019 | |
| $ 49,348 40,032 21,166 14,871 10,337 6,018 734 54,875 $ 197,381 |
21.Deferred income
This represents government subsidies from environmental improvement projects, energy conservation projects and production line technology renovation, which has been recorded as deferred income and transferred to profit or loss over the useful lives of the related assets of 7 to 14 years.
| assets of 7 to 14 years. | ||
|---|---|---|
| Current Noncurrent |
December 31,2020 | |
| $ 7,472 $ 1,422 |
22.Refund Liability
| efund Liability | ||||
|---|---|---|---|---|
| Beginning balance Current year provision (reversal) of refund liability Ending balance |
2020 $ 2,789 2,789) $ - |
2019 | ||
( |
$ 2,008 781 $ 2,789 |
- 23.Post-employment benefit plan
(1) Defined contribution plan
The Labor Pension Act, which is a defined post-employment contribution plan administered by the government, is applicable to The Company and its domestic subsidiaries, and contributes 6% of employees' monthly salaries to the individual accounts of the Labor Insurance Bureau.
(2) Defined benefit plan
The pension plan of The combined company and its domestic subsidiaries under the Labor Standards Act in Taiwan is a government-administered defined benefit pension plan. The employees' pension payments are based on the average salary for the six months prior to the date of approved retirement. The Company contributes 2% to 4% of the employees' monthly salaries to the pension fund, which is deposited in the name of the Labor Pension Fund Supervisory Committee in a special account in the Bank of Taiwan. If the balance of the special account is not sufficient to pay the employees who are expected to meet the
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retirement requirements in the following year before the end of the year, the difference will be withdrawn in one lump sum by the end of March of the following year. The management of the special account is entrusted to the Bureau of Labor Funds, Ministry of Labor, and The combined company has no right to influence the investment management strategy.
The amounts of defined benefit plan included in the individual balance sheets are shown below:
| shown below: | |||
|---|---|---|---|
| Defined benefit obligation current value Plan assets at fair value |
December 31,2020 $ 176,026 ( 190,548) ($ 14,522) |
December 31,2019 | |
( ( |
( |
$ 235,314 213,081) $ 22,233 |
Net defined benefit liabilities changes:
| Net defined benefit liabilities changes: | ||||||
|---|---|---|---|---|---|---|
January 1, 2019 Current Service Costs Interest expense(income) Recognized in profit or loss Re-measurement Plan Assets remuneration (In addition to the amount included in net interest) Actuarial losses Changes in demographic assumptions Changes in financial assumptions Experience Adjustment Recognized in other comprehensive loss or income Employer’s contribution Benefit expenditures December 31, 2019 Current Service Costs Interest expense(income) Recognized in profit or loss Re-measurement Plan Assets remuneration (In addition to the amount included in net interest) Actuarial losses(income) Changes in demographic assumptions Changes in financial assumptions Experience Adjustment Recognized in other comprehensive loss or income Employer’s contribution Benefit expenditures December 31, 2020 |
Defined benefit obligation current value |
( ( ( ( ( ( ( ( ( ( ( ( ( |
Plan assets at fair value $ 224,312) - 2,300) 2,300) 7,777 ) - $ - - 7,777) 11,580) 32,888 213,081) - 1,642) 1,642) 7,198 ) - - - 7,198) 10,517) 41,890 $ 190,548) |
Net defined benefit liabilities (Assets) |
||
( ( ( ( |
$ 249,312 2,476 2,493 4,969 - 412 $ 5,510 7,999 13,921 - 32,888) 235,314 2,028 1,765 3,793 - 16 4,051 25,258) 21,191) - 41,890) $ 176,026 |
( ( ( ( ( ( ( |
$ 25,000 2,476 193 2,669 7,777 ) 412 $ 5,510 7,999 6,144 11,580) - 22,233 2,028 123 2,151 7,198 ) 16 4,051 25,258) 28,389) 10,517) - $ 14,522) |
The amounts recognized in profit or loss for defined benefit plans are summarized by function as follows.
| function as follows. | ||||
|---|---|---|---|---|
| Operation cost Marketing Expense Management Expense R&D Expense |
2020 $ 1,176 319 274 382 $ 2,151 |
2019 | ||
| $ 1,494 375 377 423 $ 2,669 |
The Company is exposed to the following risks as a result of the Labor Standards Act
pension system :
-
122 -
-
1.Investment Risk: Bureau of Labor Funds, Ministry of Labor invests its labor pension
-
s in domestic and foreign equity securities, debt securities and bank deposits through its se and entrusted operations, but the amount of Plan Assets allocated to the Company is based on the income at an interest rate not lower than the local bank's two-year tim e deposit rate.
-
2.Interest Risk: The decrease in interest rates on government bonds will increase the current value of the defined benefit obligation, but the return on investment in plan assets will also increase, which will have a partially offsetting effect on the net defined benefit obligation.
-
3.Payroll Risk: The defined benefit obligation current value is calculated by reference to the future salary of the plan member. Therefore, an increase in plan members' salaries will increase the defined benefit obligation current value.
The present value of the Company's defined benefit obligation was actuarially determined by a qualified actuary and the significant assumptions at the measurement date were as follows.
| were as follows. | ||
|---|---|---|
| Discount rate Expected rate of salary increase |
December 31,2020 0.5% 1.5% |
December 31,2019 |
| 0.75% 1.5% |
The amounts that would increase (decrease) the present value of the defined benefit obligation if there were reasonably possible changes in significant actuarial assumptions, respectively, with all other assumptions held constant, are as follows:
| Discount Rate Add: 0.1% Less: 0.1% Expected rate of salary increase Add: 0.1% Less: 0.1% |
December 31,2020 ($ 1,637) $ 1,659 $ 1,616 ($ 1,598) |
December 31,2019 | December 31,2019 |
|---|---|---|---|
| ( ( |
( ( |
$ 2,227) $ 2,258 $ 2,204 $ 2,178) |
The sensitivity analysis above may not reflect actual changes in the current value of the defined benefit obligation because actuarial assumptions may be correlated with each other and changes in only one assumption are unlikely.
| Amount expected to be withdrawn within 1 year Average Period of Defined Benefit Obligation Expiration ty Common Stocks Authorized Shares (1000 shares) authorized capital stock Number of shares issued and fully paid (1000 shares) Issued capital stocks |
December 31,2020 $ 9,888 9.3 years December 31,2020 480,000 $ 4,800,000 384,566 $ 3,845,657 |
December 31,2020 $ 9,888 9.3 years December 31,2020 480,000 $ 4,800,000 384,566 $ 3,845,657 |
December 31,2019 $ 11,758 9.4 years December 31,2019 480,000 $ 4,800,000 384,566 $ 3,845,657 |
December 31,2019 $ 11,758 9.4 years December 31,2019 480,000 $ 4,800,000 384,566 $ 3,845,657 |
December 31,2019 $ 11,758 9.4 years December 31,2019 480,000 $ 4,800,000 384,566 $ 3,845,657 |
|---|---|---|---|---|---|
| 480,000 $ 4,800,000 384,566 $ 3,845,657 |
24.Equity
(1)Common Stocks
The issued common shares have a par value of $10 per share and each share is entitled to one vote and the right to receive dividends.
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On June 21, 2019, the Board of Directors resolved to issue 50,000,000 new shares with a par value of $10 per share at a premium of $22 per share. The above cash capital increase was approved and reported by the Securities and Futures Bureau of the Financial Supervisory Commission on July 18, 2019, and the Board of Directors resolved to set September 20, 2019 as the base date for the capital increase, and the legal registration procedures have been completed.
(2)Capital surplus
| procedures have been completed. 2)Capital surplus |
|||
|---|---|---|---|
| May be used to make up losses, pay cash or capitalize (Note) Stock Issuance Premium Corporate bond conversion premium Treasury Stocks Transactions Actual acquired or the difference between the actual acquisition or disposal price of a subsidiary and its carrying value. |
December 31,2020 $ 617,063 32,325 77,146 65,024 $ 791,558 |
December 31,2019 | |
| $ 790,118 32,325 69,687 50,039 $ 942,169 |
Note:Such capital surplus may be used to cover losses or, when the Company has no losses, to distribute cash or to capitalize capital, provided that such capitalization is limited to a certain percentage of the paid-in capital each year.
On June 21, 2019, the Board of Directors resolved to issue 50,000,000 new shares in cash, of which the share issuance premium was NT$597,250,000 (net of securities underwriting expenses of NT$2,750,000), and the portion reserved for employee subscription was recognized as salary expense of NT$737,000 based on the fair value of the stock options, and capital surplus-employee stock options were also recorded, which was transferred to capital surplus-share issuance premium after the completion of the cash capital increase.
(3)Retained Earnings and Dividends Policy
In accordance with the Company's Articles of Company, if there is any surplus in the annual accounts, the Company shall first pay taxes to cover the deficits of previous years and then set aside 10% as legal reserve, but if the legal reserve has reached the Company's paid-in capital, it may not be set aside, and the rest shall be set aside or reversed to special reserve in accordance with the law, and the remaining amount shall be added up. The accumulated undistributed earnings of prior years shall be retained by the board of directors at its discretion, depending on the operational needs, to prepare a proposal for thedistribution of earnings and submit it to the shareholders' meeting for resolution on the distribution of dividends to shareholders. The Company's policy on the distribution of employees' and directors' remuneration is described in Note 26-(8) "Employee Compensation and Directors' Remuneration".
Under the objective of maintaining schedule dividends, the Board of Directors shall, in principle, distribute not less than 50% of the distribu schedule earnings, of which the cash portion of dividends and bonuses to shareholders shall not be less than 10% of the shareholders' distribution, subject to adjustment based on the Company's performance and capital requirements. The cash portion of dividends and bonuses to shareholders shall not be less than 10% of the total amount distributed to shareholders, subject to adjustments based on the Company's performance and capital requirements.
The legal reserve shall be set aside until the remaining balance reaches the Company's total paid-in capital and may be used to cover losses. If the Company has no deficit, the
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excess of the legal reserve over 25% of the total paid-in capital may be distributed in cash.
The Company follows the letters: No. Financial-Supervisory-Securities-Issuing1010012865, No. Financial-Supervisory-Securities-Issuing-1010047490, and No. FinancialSupervisory-Securities-Issuing-1030006415 and the "Q&A on the Application of IFRSs to the Presentation of Special Reserve", etc. The Company has presented and reversed the presentation of special reserve.
The Company at the shareholders' meetings held on June 11, 2020 and June 21, 2019, the Company resolved to distribute earnings for the years 2019 and 2018 respectively as follows :
| Legal reserve Special reserve Cash dividends Cash dividends per share(NT$) |
2019 $ 55,379 108,914 403,794 1.05 |
2018 |
|---|---|---|
| $ 20,216 12,408 184,011 0.55 |
The Company also resolved at the regular shareholders' meeting on June 11, 2020 to distribute cash dividends (NT$0.45 per share) at a capital surplus - share issue premium of NT$173,055,000 and on June 21, 2019 to distribute cash dividends (NT$0.95 per share) at a capital surplus - share issue premium of NT$317,837,000. At the regular shareholders' meeting held on June 21, 2019, the Company resolved to allot cash dividends (NT$0.95 per share) at a premium of NT$317,837,000 for the capital surplus share issue.
The Company has proposed to cover the loss by legal reserve of NT$162,083,000 at the board of directors' meeting on March 15, 2021.
- (4)Special reserve
| 4)Special reserve | ||||
|---|---|---|---|---|
| Beginning Balance Made special reserve Deductions from other equity Ending Balance |
2020 $ 293,042 108,914 $ 401,956 |
2019 | ||
| $ 280,634 12,408 $ 293,042 |
Upon the distribution of earnings, a special reserve is provided for the difference between the net decrease in other stockholders' equity recorded at the end of the reporting period and the special reserve provided for the first time using IFRSs. If the balance of the decrease in other stockholders' equity subsequently reverses, the earnings may be distributed as part of the reversal.
(5)Other Equalities
1.Exchange differences on translation of financial statements of foreign operating institutions
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| Beginning Balance Current Year Occurred Conversion differences of foreign operating institutions Related taxes of foreign operating institutions Related company for using equity method/Shares of afflicated companies Other comprehensive loss/income of the year Disposal of shares of subsidiaries accounted for using the equity method Changes in ownership interest in subsidiaries Ending Balance |
2020 $ 451,447) 88,840 ) 17,768 3,362) 74,434 ) 12,788 422 $ 512,671) |
2019 | ||
|---|---|---|---|---|
| ( ( ( ( ( |
( ( ( ( ( |
$ 294,358) 192,082 ) 38,416 3,423) 157,089 ) - - $ 451,447) |
- 2.Unrealized valuation gains or losses on financial assets measured at fair value through other comprehensive income.
| comprehensive income. | ||||
|---|---|---|---|---|
| Beginning Balance Current year Occurred Unrealized gain or loss/equity instruments Share of subsidiaries and affiliates accounted for under the equity method Other comprehensive income for the year Change in ownership interest in subsidiaries Transfer of accumulated gain or loss on disposal of equity instruments to retained earnings Ending Balance (6)Treasury Stocks Shares of parent company held by subsidiaries.(1000 shares) Shares in starting period increase (Note 1) decrease (Note 2) Shares in ending period |
2020 $ 49,491 8,894 8,109 17,003 1,102 11,428) $ 56,168 2020 1,218 25 1,243) - |
2019 | ||
( |
$ 1,316 30,547 17,628 48,175 - - $ 49,491 2019 |
|||
| ( |
1,137 81 - 1,218 |
-
Note 1:The Company's shareholding in Lucky Unique Enterprise Company increased by 1.22% and 3.96% in 2020 and 2019 respectively, representing a individual
-
shareholding of 25,000 shares and 81,000 shares in the Company.
-
Note 2:The Company disposed of Lucky Unique Enterprise Company's shares in 2020 and lost control of Lucky Unique Enterprise Company. Therefore, Lucky Unique Enterprise Company's shares are no longer treated as treasury stock, and the market price of the Company's shares and the carrying amount of treasury stock are
-
increased by the capital surplus - treasury stock of NT$7,459,000.
Lucky Unique Enterprise Company, a subsidiary of the Company, holds shares of the Company (Lucky Unique Enterprise Company is classified as Financial liabilities at fair value through other (Lucky Unique Enterprise Company is classified as financial liabilities at fair value through other comprehensive profit and loss-noncurrent), and the Company is included in Treasury Stocks based on the percentage of individual holdings.
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Lucky Unique Enterprise Company holds the Company's shares for investment purposes, and the related information is as follows:
| and the related information is as follows: | |||
|---|---|---|---|
| Name of Subsidiary December 31, 2019 Lucky Unique Enterprise Company Belong to the Company |
Number of shares (1000 shares) 2,040 1,218 |
Carrying amount $ 53,143 12,681 |
Market value |
| $ 53,143 31,726 |
Lucky Unique Enterprise Company received cash dividends of NT$3,060,000 from the Company in 2019, and the Company increased its capital surplus - treasury stock by NT$1,827.000 in proportion to its individual shareholding.
The shares held by subsidiaries are treated as treasury stocks, except that they are not allowed to participate in the Company's capital increase and have no voting rights, and have the same rights as ordinary shareholders.
25.Revenue
| Revenue | ||||
|---|---|---|---|---|
| Sales Revenue | 2020 $ 3,005,640 |
2019 | ||
| $ 4,269,376 |
- (1)Description of Customer Agreement
Revenue from sales of long- and short-staple fibers
The combined company recognizes revenue and accounts receivable from the sale of short- and long-haul fabrics when the terms of trade are fulfilled. The average credit period of The combined company's merchandise sales is 60 days. Most of the contracts are recognized as accounts receivable when the merchandise is transferred and The combined company has the unconditional right to receive the consideration. However, for some of these contracts, The combined company is obligated to transfer the merchandise to the customer.
- (2)Balance of Contract
| customer. Balance of Contract |
||||
|---|---|---|---|---|
| Notes receivable (including related party (Notes 10 and 33) Accounts Receivable (including related party)(Notes 10 and 33) |
December 31 2020 $ 51,584 $ 463,994 |
December 31 2019 $ 64,771 $ 656,814 |
January 1 2019 |
|
| $ 56,808 $ 506,510 |
- (3)Revenue breakdown from customer contracts
Please refer to Schedule 15 for revenue breakdowns.
26.Net income (loss) before tax
- (1)Other income and loss, net
| Other income and loss, net | ||||
|---|---|---|---|---|
| Net income on disposal of property, plant and equipment |
2020 $ 6 |
2019 | ||
| $ 31,392 |
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(2)Interest income
| (2)Interest income | ||||
|---|---|---|---|---|
| 2020 | 2019 | |||
| Bank deposits | $ | 32,169 | $ | 41,725 |
| Capital loans and related party interest | 8,078 | - | ||
| Deposit Settlement Interest | 33 | 35 | ||
| $ | 40,280 | $ | 41,760 | |
| (3)Other income | ||||
| 2020 | 2019 | |||
| Government Subsidy Income |
$ | 72,982 | $ | 940 |
| Rental Income | 7,171 | 3,344 | ||
| Counseling fee income | 5,548 | 5,451 | ||
| Handling fee income | 3,505 | 5,674 | ||
| Income from sale of sample fabric | 3,395 | 5,877 | ||
| Income from sale of waste materials | 2,062 | 3,439 | ||
| Claims income | 26 | 1,163 | ||
| Sale of managed assets | - | 7,375 | ||
| Others |
26,864 | 13,662 | ||
| $ | 121,553 | $ | 46,925 | |
| (4)Other gains and losses | ||||
| 2020 | 2019 | |||
| Net income (loss) on foreign currency | ||||
| exchange |
( $ | 195,764 ) | ( $ | 74,408 ) |
| Net loss on valuation of financial | ||||
| instruments at fair value through profit or | ||||
| loss |
( | 23,795 ) | ( | 3,179 ) |
| Income (loss) on disposal of subsidiaries | 9,154 | - | ||
| Other |
( | 4,704) | ( | 3,678) |
| ($ | 215,109) | ($ | 81,265) | |
| (5)Financial costs | ||||
| 2020 | 2019 | |||
| Interest on bank loans |
$ | 101,023 | $ | 90,604 |
| Amortization of handling fees on syndicated | ||||
| loans | 1,130 | 3,043 | ||
| Interest on lease liabilities | 406 | 292 | ||
| Interest on loans from related parties | - | 189 | ||
| Less: Amounts included in the cost of | ||||
| qualifying assets (included in property, plant | ||||
| and equipment and prepayments for | ||||
| equipment) |
469 | 799 | ||
| $ | 102,090 | $ | 93,329 | |
| Capitalization of interest relevant information | as below: | |||
| 2020 | 2019 | |||
| Capitalization of interest amount |
$ | 469 | $ | 799 |
| Capitalization of interest rate | 1.32%~1.68% | 1.33%~1.85% |
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(6) Deprecation and Amortization
| Deprecation and Amortization | ||||
|---|---|---|---|---|
| Property, Plant and Equipment Intangible Assets Right-of-use asset Depreciation expense summary by function Operation cost Operation expense Amortization fee summary by function Operation expense |
2020 $ 122,036 93 13,316 $ 135,445 $ 112,717 22,635 $ 135,352 $ 93 |
2019 | ||
| $ 108,915 148 9,341 $ 118,404 $ 101,690 16,566 $ 118,256 $ 148 |
(7) Employee benefit expense
| Operation expense Amortization fee summary by function Operation expense Employee benefit expense |
22,635 $ 135,352 $ 93 |
16,566 $ 118,256 $ 148 |
||
|---|---|---|---|---|
| Short-term employee benefits Payroll Labor and Health insurance fees Bonus to Directors Others Post-employment benefits Defined contribution plan Defined benefit plan (Note 23) Summary by function Operation cost Operation expense |
2020 $ 385,527 43,155 4,151 16,245 449,078 15,316 2,151 17,467 $ 466,545 $ 304,365 162,180 $ 466,545 |
2019 | ||
| $ 459,148 44,075 13,500 17,009 533,732 15,047 2,669 17,716 $ 551,448 $ 345,052 206,396 $ 551,448 |
(8)Remuneration to employee and directors
In accordance with the Company's Articles of Incorporation, the Company provides for employee remuneration and director remuneration at a rate of not less than 4% and not more than 3%, respectively, of the pre-tax benefit for the year before the distribution of employee and director remuneration.
The Company does not intend to contribute employee remuneration and director remuneration for the year 2020 as the Company's net loss before tax. 2019 employee compensation and director compensation were resolved by the Board of Directors on Estimation ratio
| Bonus to employees Bonus to directors Amount Bonus to employees Bonus to directors |
2019 |
|---|---|
| 4% 1.5% 2019 |
|
| 現 金 |
|
| $ 25,096 9,411 |
If there is any change in the amount after the adoption of the annual individual
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financial statements, the change in accounting estimate will be adjusted and recorded in the following year.
There is no difference between the actual amount of employee compensation and remuneration of directors and supervisors for fiscal years of 2019 and 2018 and the amount recognized in the individual financial statements for fiscal 2019 and 2018.
Please refer to the Market Observation Post System of the Taiwan Stock Exchange Corporation for information on the remuneration of employees and directors resolved by the Board of Directors of the Company.
- (9)Foreign Exchange (loss) income
| Board of Directors of the Company. Foreign Exchange (loss) income |
||||
|---|---|---|---|---|
| Total foreign exchange income Total Foreign exchange loss Net loss |
2020 $ 62,327 258,091) $ 195,764) |
2019 | ||
( ( |
( ( |
$ 29,007 103,415) $ 74,408) |
27. Income Tax
- (1)Income tax recognized in profit or loss
Income tax expense (income) main items as below:
| Current year income tax Current year occurred Undistributed earnings plus Adjustments to prior years Deferred income tax Current year occurred |
2020 $ - - 3,950 94,848) $ 90,898) |
2019 | ||
|---|---|---|---|---|
( ( |
$ 24,806 174 470 9,417 $ 34,867 |
A reconciliation of accounting income to income tax expense (benefit) is as follows:
| Net income (loss) before income taxes Income tax expense (benefit) before income taxes (net loss) at statutory tax rate Non-deductible expenses and losses for tax purposes Non-additive income for tax purposes Unrecognized temporary differences Additions to undistributed earnings Adjustments to current income tax expense in prior years |
2020 $ 298,184) $ 59,637 ) 141 16,402 ) 18,950 ) - 3,950 $ 90,898) |
2019 | ||
|---|---|---|---|---|
| ( ( ( ( ( |
( ( |
$ 592,888 $ 118,578 106 15,119 ) 69,342 ) 174 470 $ 34,867 |
(2)Income tax recognized in other comprehensive income
| Deferred tax In respect of the current year conversion of foreign operating institutions Re-measurement of defined benefit plan |
2020 $ 17,768 5,678) $ 12,090 |
2019 | ||
|---|---|---|---|---|
( |
$ 38,416 1,229 $ 39,645 |
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(3)Deferred tax assets and liabilities
| Deferred tax assets and liabilities | |||
|---|---|---|---|
| Tax refund receivable (included in other current assets) Income taxes payable |
December 31,2020 $ 4,573 $ 2,557 |
December 31,2019 | |
| $ 1,586 $ - |
(4) Deferred tax assets and liabilities
Changes in deferred tax assets and liabilities as below:
2020
| 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Recognized in | |||||||||
| Other | |||||||||
| Beginning | Recognized in | Comprehensiv | Ending | ||||||
| Deferred tax assets | Balance | profit or loss | e |
Income | Balance | ||||
| Temporary differences | |||||||||
| Gross profit on unrealized sales |
$ | 32,625 |
( | $ | 2,162 ) | $ | - |
$ | 30,463 |
| Allowance for decline in value of inventories | 12,168 | 9,940 | - | 22,108 | |||||
| and doubtful losses | |||||||||
| Leave payables | 1,204 | ( | 465 ) | - | 739 | ||||
| Net defined benefit liabilities | 4,446 | 1,232 |
( | 5,678 ) | - | ||||
| Unrealized exchange losses | 9,054 | 25,119 | - | 34,173 | |||||
| Exchange differences from foreign operations | 77,569 | - | 17,768 | 95,337 | |||||
| Allowance for doubtful accounts | 1,885 | 7,004 | - | 8,889 | |||||
| Unallocated fixed manufacturing costs | 227 | 2,913 | - | 3,140 | |||||
| Other |
423 | 2,446 |
- |
2,869 | |||||
| 139,601 | 46,027 | 12,090 | 197,718 | ||||||
| Loss Credit |
- | 49,695 |
- |
49,695 | |||||
| $ | 139,601 | $ | 95,722 |
$ | 12,090 |
$ | 247,413 | ||
| Deferred tax liabilities | |||||||||
| Temporary differences | |||||||||
| Property, Plant and Equipment |
$ | 35,949 |
( | $ | 2,030 ) | $ | - |
$ | 33,919 |
| Net defined benefit assets |
- | 2,904 |
- |
2,904 | |||||
| $ | 35,949 |
$ | 874 |
$ | - |
$ | 36,823 |
||
| 2019 | |||||||||
| Recognized in | |||||||||
| Other | |||||||||
| Beginning | Recognized in | Comprehensiv | Ending | ||||||
| Deferred tax assets | Balance | profit or loss | e |
Income | Balance | ||||
| Temporary differences | |||||||||
| Gross profit on unrealized sales |
$ | 33,651 |
( | $ | 1,026 ) | $ | - |
$ | 32,625 |
| Allowance for decline in value of inventories | 12,521 | ( | 353 ) | - | 12,168 | ||||
| and doubtful losses | |||||||||
| Leave payables | 1,746 | ( | 542 ) | - | 1,204 | ||||
| Net defined benefit liabilities | 5,000 | ( | 1,783 ) | 1,229 | 4,446 | ||||
| Unrealized exchange losses | - | 9,054 | - | 9,054 | |||||
| Exchange differences on foreign operations | 39,153 | - | 38,416 | 77,569 | |||||
| Losses on foreign investments | 22,979 | ( | 22,979 ) | - | - | ||||
| Other |
3,280 | ( | 745) |
- |
2,535 | ||||
| $ | 118,330 | ( | $ | 18,374) |
$ | 39,645 |
$ | 139,601 | |
| Deferred income tax liabilities | |||||||||
| Temporary differences | |||||||||
| Property, Plant and Equipment |
$ | 38,036 |
( | $ | 2,087 ) | $ | - |
$ | 35,949 |
| unrealized exchange gain |
6,870 | ( | 6,870) |
- |
- | ||||
| $ | 44,906 |
( | $ | 8,957) |
$ | - |
$ | 35,949 |
(5)The amount of deductible temporary differences and unused loss credit for deferred income tax assets were not recognized in the consolidated balance sheet.
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| Loss creidt Expire in 2030 Deduct temporary differences Allowance for loss of market price decline and slow-moving inventories Refund liabilities |
December31,2020 $ 248,473 $ - - $ - |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ - $ 26,074 1,673 $ 27,747 |
(6)Summary of temporary differences associated with investments and not recognized as deferred income tax liabilities amount.
For the years ended December 31, 2020 and 2019, the taxable temporary differences related to investment in subsidiaries not recognized as deferred income tax liabilities amounted to $1,898,201,000 and $1,806,173,000, respectively.
(7)Income tax assessments
The income tax returns of the Company and its subsidiaries, De Fa Company and Chadtex Company, through 2018 have been assessed by the tax authorities.
28.Earnings per share (net loss)
The net income and weighted average number of common stock outstanding that were used in the computation the net income (net loss) of earnings per share (net loss) were as follows:
Net income (net loss)
| Net income (net loss) Shares Weighted average number of shares outstanding Weighted-average number of shares in treasury stock - Parent company shares held by subsidiaries Weighted-average number of shares of common stock used in the basic earnings per share calculation Effect of dilutive potential common stock. Employee remuneration Weighted-average number of shares of common stock used in the calculation of diluted earnings per share |
2020 207,286) 2020 |
2020 207,286) 2020 |
2019 558,021 Unit: 1,000 shares 2019 348,538 ( 1,178) 347,360 1,052 348,412 |
||||
|---|---|---|---|---|---|---|---|
| ( |
$ | $ | |||||
| ( |
384,566 642) 383,924 - 383,924 |
( |
If the Company has the option to pay employees in stock or cash, the calculation of diluted earnings per share assumes that employee compensation will be paid in stock and is included in the weighted-average number of common shares outstanding for the purpose of calculating diluted earnings per share when the potential common shares have a dilutive effect. The dilutive effect of these potential common shares will continue to be considered in the calculation of diluted earnings per share prior to the issuance of employee compensation shares in the following year.
The Company's net loss for 2020 is based on the fact that the effect of the potential dilutive
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effect of employee compensation on common stock is not included in the calculation of diluted net loss per share.
29.Disposal of Investment Subsidiary - Loss of Control
On June 19, 2020, the Company's board of directors approved the sale of Lucky Unique Enterprise Co., Ltd. to an unrelated party for $195,227,000 ($13.7 per share, net of securities transaction tax of $587,000), and the closing of the equity transfer was completed on July 8, 2020; therefore, the Company lost control over Lucky Unique Enterprise Co., Ltd.. Please refer to Note 32 of the Company's 2020 Consolidated Financial Statements for a description of the disposal of Lucky Unique Enterprise Co., Ltd..
30.Non-cash transactions
The combied company has the following non-cash transaction investment in 2020 and 2019.
(1)Acquisition of property, plant and equipment
| (1)Acquisition of property, plant and equipment | ||||
|---|---|---|---|---|
| Investing activities affecting both cash and non-cash items Increase in property, plant and equipment Decrease (increase) in payables for equipment and notes payable Cash paid for property, plant and equipment (2)Disposal of Property, Plant and Equipment Investing activities affecting both cash and non-cash itemsf Proceeds from disposal of property, plant and equipment Decrease (increase) in other receivables (including related parties) Cash received from property, plant and equipment |
2020 $ 47,929 995) $ 46,934 2020 $ 1,536 7,878 $ 9,414 |
2019 | ||
( |
$ 111,330 12,397 $ 123,727 2019 |
|||
( |
$ 32,148 5,778) $ 26,370 |
31.Capital Risk Management
Due to the need to maintain adequate capital to support the upgrading of plant and equipment, The combined company will be required to maintain adequate capital. Therefore, the capital management of The combined company is to ensure that the necessary financial resources and operating plans are in place to meet the future needs of working capital, capital expenditure, research and development expenses, debt repayment and dividend payment.
32.Financial Instruments
-
( 一 )Fair value information - financial instruments measured at fair value on a recurring basis 1.Levels of Faire Value
-
133 -
December 31, 2020
| December 31, 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets at fair value through profit or loss Fund beneficiary certificates Financial assets at fair value through other comprehensive income or loss-non-current Investment in equity instruments -Private placement of stocks in domestic listed companies Financial liabilities at fair value through profit or loss Derivatives - Exchange Rate Swap Contracts December 31, 2019 Financial assets at fair value through profit or loss Domestic Listed Stocks Fund Beneficiary Certificates Financial assets at fair value through other comprehensive income or loss-non-current Investment in equity instruments -Private placement of stocks in domestic listed companies Financial liabilities at fair value through profit or loss Derivatives - Exchange Rate Swap Contracts |
The 1st level $ 9,387 $ - $ - The 1st level $ 3,200 8,589 $ 11,789 $ - $ - |
The 2nd level $ - $ 56,222 $ 18,919 The 2nd level $ - - $ - $ 51,294 $ 2,462 |
The 3rd level $ - $ - $ - The 3rd level $ - - $ - $ - $ - |
Total | ||||
| $ 9,387 $ 56,222 $ 18,919 Total |
||||||||
| $ 3,200 8,589 $ 11,789 $ 51,294 $ 2,462 |
There were no transfers between Level 1 and Level 2 fair value measurements in 2020 and 2019.
2.Level 2 fair value valuation techniques and inputs
| Type of financial Instruments Derivatives - Foreign Exchange Rate Swap Contracts Domestic Listed companies private placement of shares |
Valuation techniques and inputs |
|---|---|
| The discounted cash flow method: The future cash flows are estimated based on the observable forward exchange rate and the contracted foreign exchange rate at the end of the period and are discounted at a rate that reflects the credit risk of each counter party. Evaluated by the B-S option pricing model, based on the underlying price, option performance price, risk-free interest rate, historical volatility of the underlying and the maturity period. |
- 134 -
( 二 )Type of financial Instruments
| ype of financial Instruments | ||
|---|---|---|
| Financial assets Mandatory measurement of financial assets at fair value through profit or loss Financial assets measured at amortized cost (Note 1) Financial assets at fair value through other comprehensive income or loss Financial liabilities Financial liabilities at fair value through profit or loss / held for trading At amortized cost (Note 2) |
December 31,2020 $ 9,387 4,130,871 56,222 18,919 8,843,588 |
December 31,2019 |
| $ 11,789 3,547,009 51,294 2,462 7,452,823 |
-
Note 1: Balances include cash and cash equivalents, notes and accounts receivable (including related parties), other receivables (including related parties), financial assets carried at amortized cost (both current and non-current) and refundable deposits, and other financial assets carried at amortized cost.
-
Note 2: The balance includes financial liabilities measured at amortized cost such as short-term borrowings, short-term bills payable, notes and accounts payable (including related parties), other payables (including related parties), long-term bank loans (including those due within one year) and guarantee deposits.
( 三 )Financial Risk Management Objectives and Policies
The Company's major financial instruments include investments in equity and debt instruments, receivables, payables, lease liabilities and borrowings. The Company's financial management department provides services to each business unit, coordinates access to domestic and international financial markets, and monitors and manages the financial risks associated with The Company's operations through internal risk reporting that analyzes risk exposures based on the level and breadth of risk. These risks include market risk (including exchange rate risk, interest rate risk and other price risks), credit risk and liquidity risk.
The Company mitigates the effects of these risks by hedging the risk through derivative financial instruments. The use of derivative financial instruments is governed by the policies adopted by The Company's board of directors, which are the written principles for exchange rate risk, interest rate risk, use of derivative financial instruments and nonderivative financial instruments, and investment of surplus liquidity. Internal auditors review compliance with the policy and the amount of risk exposure on an ongoing basis. The Company does not trade in financial instruments (including derivative financial instruments) for speculative purposes.
1. Market risk
The main financial risks to which The Company is exposed as a result of its operating activities are foreign currency exchange rate risk (see (1) below), interest rate risk (see (2) below), and other price risk (see (3) below).
The Company engages in various derivative financial instruments to manage its exposure to foreign currency exchange rate risk, including exchange rate swap contracts to hedge the exchange rate risk arising from foreign sales of goods.
There is no change in The Company's exposure to market risk of financial instruments and its management and measurement of such exposure.
(1) Exchange rate risk
The Company engages in foreign currency-denominated sales and import
- 135 -
transactions and foreign currency borrowings, which expose The Company to exchange rate risk. The carrying amounts of The Company's monetary assets and monetary liabilities denominated in non-functional currencies as of the balance sheet date (including monetary items denominated in non-functional currencies that have been eliminated in the
Sensitivity Analysis
The Company is primarily affected by fluctuations in the U.S. dollar exchange rate.
The following Schedule details the sensitivity analysis of The Company when the functional currency strengthens or weakens by 1% against the U.S. dollar. The sensitivity analysis includes only foreign currency items in circulation. A positive number in the Schedule below represents the amount by which pre-tax income would increase if the functional currency weakened by 1% relative to the U.S. dollar; a negative number in the same amount would affect pre-tax income if the functional currency strengthened by 1% relative to the U.S. dollar.
| Loss/income | 2020 $ 36,535 |
2019 |
|---|---|---|
| $ 30,890 |
This was mainly due to the Company's cash and cash equivalents denominated in U.S. dollars, financial assets measured at amortized cost, receivables, other receivables, payables, other payables and borrowings that were outstanding and not cash flow hedged at the balance sheet date.
The increase in the Company's sensitivity to foreign exchange rates during the year was mainly due to the increase in the Company's net assets denominated in U.S. dollars.
(2)Interest rate risk
Interest rate risk arises because individuals in the Company borrow funds at both fixed and floating interest rates. The Company manages interest rate risk by maintaining an appropriate mix of fixed and floating interest rates.
The carrying amounts of the Company's financial assets and financial liabilities exposed to interest rate risk as of the balance sheet date were as follows:
| follows: | ||
|---|---|---|
Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets Financial liabilities |
December31,2020 $ 3,233,654 2,932,914 224,067 5,490,655 |
December31,2019 |
| $ 2,467,433 2,650,577 64,439 4,276,991 |
Sensitivity Analysis
As 1% increase in interest rates would decrease the Company's income before income taxes by $52,666,000 and $42,126,000 for 2020 and 2019, respectively, with all other variables held constant.
The Company's sensitivity to interest rates increased during the year mainly due to the increase in variable rate debt instruments.
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(3) Other price risk
The Company's equity price risk arising from its investment in domestic listed stocks is not material.
2.Credit Risk
Credit risk refers to the risk of financial loss resulting from the default of the counter-parties to the contracts. As of the balance sheet date, the Company's maximum exposure to credit risk, which may result from the count er-parties' default on their obligations and the Company's provision of financial guarantees, is mainly due to :
-
(1) The carrying amount of financial assets recognized in the individual balance sheets.
-
(2) The maximum amount that the Company may be required to pay as a result
of providing financial guarantees, regardless of the likelihood of
- occurrence.
The Company's counter-parties are all creditworthy organizations and are not expected to have significant credit risk. The Company also evaluates the financial position of its accounts receivable customers on an ongoing basis.
Total accounts receivable with significant concentrations of credit risk are as follows:
| are as follows: | ||||||||
|---|---|---|---|---|---|---|---|---|
| SINTEX INTERNATIONAL LTD. PT. PRIMA LTD. SHANTA INDUSTRIES LTD. |
December 31, | 2020 ratio 35.63% 7.42% 1.31% 44.36% |
December 31, | 2019 | ||||
| Amount $ 141,518 29,464 5,205 $ 176,187 |
Amount $ 120,300 21,132 77,829 $ 219,261 |
ratio | ||||||
| 20.91% 3.67% 13.53% 38.11% |
3.Liquidity Risk
The Company manages and maintains sufficient cash and cash equivalents to support its operations and mitigate the impact of cash flow fluctuations. The Company's management monitors the use of banking facilities and ensures compliance with the terms of borrowing contracts.
The Company's working capital and banking facilities obtained are sufficient to meet future operating requirements and therefore there is no liquidity risk that the Company will not be able to raise funds to meet its contractual obligations.
- (1) Liquidity and interest rate risk of non-derivative financial liabilities
The analysis of the remaining contractual maturities of non-derivative financial liabilities is prepared based on the undiscounted cash flows (including principal and estimated interest) of the financial liabilities based on the earliest possible date on which the Company could be required to make repayment. Accordingly, the Company's bank loans that are repayable on demand are listed in the table below at the earliest possible date, regardless of the probability that the bank will immediately enforce the right; the maturity analysis of other non-derivative financial liabilities is prepared based on the contractual repayment dates.
he undiscounted interest amount of interest cash flows paid at floating
- 137 -
interest rates is derived from the curve of the yield rate at the balance sheet date
December 31, 2020
| date December 31, 2020 |
||||
|---|---|---|---|---|
| Non-derivative financial liabilities Non-interest-bearing liabilities Lease liabilities Floating rate instruments Fixed rate instruments Financial guarantee liabilities |
Less than 6 months $ 440,845 7,145 4,671,722 728,140 1,209,350 $ 7,057,202 |
6 months to 1 year $ - 7,145 71,777 194,140 - $ 273,062 |
1to 9 years | |
| $ 2,587 9,453 843,004 2,091,584 376,648 $ 3,323,276 |
Further information on the maturity analysis of lease liabilities is as follows:
| follows: | |||
|---|---|---|---|
| Lease liabilities December 31, 2019 Non-derivative financial liabilities Non-interest-bearing liabilities Lease liabilities Floating rate instruments Fixed rate instruments Financial guarantee liabilities |
Less than 1year 1~3 years $ 14,290 $ 9,453 Less than 6 months 6 months to 1 year 1to 9 years $ 547,410 $ - $ 1,421 5,433 4,979 10,698 3,478,166 474,460 408,201 449,726 19,726 2,267,713 1,488,714 73,116 810,210 $ 5,969,449 $ 572,281 $ 3,498,243 |
||
| $ 1,421 10,698 408,201 2,267,713 810,210 $ 3,498,243 |
Further information on the maturity analysis of lease liabilities is as follows.
==> picture [347 x 25] intentionally omitted <==
The floating rate instrumentamount of the above non-derivative financial assets and liabilities will be different from the interest rate estimated at the balance sheet date due to the floating rate.
(2)Liquidity and Interest Rate Risk of Derivative Financial Liabilities
The liquidity analysis of derivative financial instruments is based on total undiscounted cash inflows and outflows for derivative instruments with gross settlement. When the amounts payable or receivable are not fixed, the disclosed Amounts are determined based on the projected interest rates derived from the yield rate curve at the balance sheet date.
- 138 -
December 31, 2020
| cember 31, 2020 | ||||||
|---|---|---|---|---|---|---|
| Total Settlement Exchange rate swap contracts Flow-in Flow-out Total Settlement |
1to 3 months $ 116,872 120,805) $ 3,933) |
4 to 6 months $ 453,016 468,002) $ 14,986) |
Total | |||
( ( |
( ( |
( ( |
$ 569,888 588,807) $ 18,919) |
December 31, 2019
1 to 3 months Total Settlement Exchange rate swap contracts Flow-in $ 276,268 Flow-out ( 278,730 ) ( $ 2,462 )
33.Related Parties’ Transactions
Except as disclosed in other notes, the transactions between the Company and its related parties are as follows.
(1)Names of related parties and their relationships
Name of Related Party Relationship with the Company BEST ALLIANCE INTERNATIONAL LIMITED Subsidiary DE LICACY (SAMOA) HOLDINGS CO., LTD. . Subsidiary View Best Global Limited Subsidiary Total Express Ltd. Subsidiary CHADTEX INDUSTRIAL CO., LTD Subsidiary Hangzhou De Licacy Company Subsidiary DE-FA INTERNATIONAL INDUSTRIAL CO., Subsidiary LTD. EDEN ROAD INTERNATIONAL LTD. Subsidiary D E SHEN (CAYMAN) HOLDINGS CO., LTD. Subsidiary New Lake Ltd. Subsidiary Vietnam De Licacy Industrial Company Subsidiary Futures co., Ltd Subsidiary Bright Wisdom Ltd. Subsidiary De Licacy Holdings Co. Subsidiary De Hong Company Subsidiary De Hong(Vietnam)Company Subsidiary BEAUTY PLUS VENTURES LIMITED Subsidiary Lucky Unique Enterprise Company Affliated company (Note 1) Subsidiary of affiliated company Lucky Unique Enterprise Tung Ming TEXTILE CO., LTD (Note 1) E TEXTILE CO., LTD. Subsidiary of affiliated company Lucky Unique Enterprise (Note 1) De Kao Trading Co., Ltd. Subsidiary of affiliated company Lucky Unique Enterprise (Note 1) Jei Jom Enterprise Co. Ltd Subsidiary of Joint Venture Era Nouveau International Co., Ltd Future Tycoon Holdings Co. Ltd. The Special Assistant to the Chairman of the Company is a director of the Company. (Note 2) Fuson International Co., Ltd. The Chairman is a director of the Company Jei Jom Enterprise Co. Ltd The Chairman is a director of the Company Sheng-Bo Technology Corp. The Chairman is a director of the Company DNG Energy Inc. The Chairman is the same person.
Note1 : Subsidairy of the Company until July 8, 2020.
Note2 : The president of the Company is a director of the Company until July 26, 2020 balance sheet date.
- 139 -
(2)Operation Income
| Item Sales income |
Type of relatedparty Subsidiary Afflicated comapny(Note 1) Subsidiary of affiliated company Lucky Unique Enterprise (Note 1) Subsidiary of Joint ventureNew Premium Enterprise Co.,Ltd |
2020 $ 205,487 293,918 30,505 2,454 $ 532,364 |
2019 | ||
|---|---|---|---|---|---|
| $ 330,681 64,007 31,145 278 $ 426,111 |
The prices of sales to related parties are comparable to those of sales to non-related parties, and the terms of collection are 60 days after the end of the month, which are not materially different from those of non-related parties.
(3)Purchase
| Purchase | ||||
|---|---|---|---|---|
| Type of Related Party/Name Subsidiary New Lake Ltd. CHADTEX INDUSTRIAL CO., LTDOther Afflicated company (Note 1) Subsidiary of affiliated company Lucky Unique Enterprise (Note 1) Subsidiary of joint ventureNew Premium Enterprise Co.,Ltd |
2020 $ 451,073 108,303 - 138,775 16,431 20,034 $ 734,616 |
2019 | ||
| $ 512,880 274,183 33 177,777 36,909 20,027 $ 1,021,809 |
The Company does not have comparable purchase prices for similar products from related parties, and the payment period is approximately one month for related parties and one to three months for non-related parties.
- (4)Amounts due from related parties (excluding loans to related parties)
| Item Notes receivable Accounts Receivable Other receivable |
Type of Related Party/Name Afflicated company (Note 1)/Lucky Unique Enterprise Company Subsidiary of affiliated company Lucky Unique Enterprise (Note 1) Subsidiary Afflicated company (Note 1)/Lucky Unique Enterprise Company Subsidiary/New Lake Ltd. Subsidiary/Other Subsidiary of affiliated company Lucky Unique Enterprise (Note 1) Subsidiary of joint ventureNew Premium Enterprise Co.,Ltd Subsidiary/Hangzhou De Licacy Company Subsidiary/Other Afflicated company (Note 1) Subsidiary of affiliated company Lucky Unique Enterprise (Note 1) Subsidiary of joint ventureEraNew Premium Enterprise Co.,Ltd The Special Assistant to the Chairman of the Company is a director of the Company. (Note 2) |
2020 December 31 |
2019 December 31 |
||
|---|---|---|---|---|---|
| $ 21,394 3,357 401 25,152 85,961 13,947 9,063 7,923 - 116,894 - 10,476 1,568 34 - 866 12,944 $ 154,990 |
$ 17,670 5,583 315 23,568 1,490 69,932 20,797 5,883 124 98,226 136,562 2,172 - 34 317 185 139,270 $ 261,064 |
- 140 -
No guarantees have been received for amounts due from related parties in circulation, and no allowance for losses has been provided for amounts due from related parties in 2020 and 2019.
- (5)Amounts due to related parties (excluding loans from related parties)
| Item Notes Payable Accounts Payable Other Payables |
Type of Related Party/Name Afflicated company (Note 1)/Lucky Unique Enterprise Company Subsidiary of a related company Lucky Unique Enterprise Company (Note 1)/Tung Ming Company Subsidiary/New Lake Ltd. Subsidiary of affiliated company Lucky Unique Enterprise (Note 1)/ Tung Ming Company Afflicated company (Note 1) Subsidiary/ Chadtex IndutrialCo.,Ltd Subsidiary of joint ventureNew Premium Enterprise Co.,Ltd Chadtex IndutrialCo.,LtdSubsidiary of affiliated company Lucky Unique Enterprise (Note 1) The Chairman of the Company is a director of the Company The Special Assistant to the Chairman of the Company is a director of the Company. |
2020 December 31 $ 22,197 10,009 32,206 43,685 29,156 8,134 2,896 - 83,871 16,098 118 - 305 16,521 $ 132,598 |
2019 December 31 |
||
|---|---|---|---|---|---|
| $ - 26,092 26,092 - 28,819 12,117 52,573 9,753 103,262 25,616 49 43 305 26,013 $ 155,367 |
The outstanding balance due to related parties is unsecured and will be settled in cash.
(6)Prepayments
| Type of Related Party/Name Subsidiary/ Chadtex IndutrialCo.,Ltd |
December 31,2020 | December 31,2020 |
|---|---|---|
| $ 1,478 |
- (7)Acquisition of property, plant and equipment
The Company purchased property, plant and equipment from Eden Road Company in 2019 for $64,088,000.
(8)Disposal of Property, Plant and Equipment
The Company sold property, plant and equipment to Subsidiary in 2020 for $1,476,000 and generated a gain on disposal of property, plant and equipment of $12,000.
The Company sold property, plant and equipment to Ju Heng Holdings Co., Ltd.for $60,000 and $648,000 in 2020 and 2019, respectively, and generated a gain on disposal of property, plant and equipment of $3,000 and $42,000, respectively.
- 141 -
(9)Operating Lease- for rent
| )Operating Lease- for rent | ||
|---|---|---|
| Type of Related Party/Name Afflicated company (Note 1)/Lucky Unique Enterprise Company Subsidiary/DE-FA INTERNATIONAL INDUSTRIAL CO., LTD. ubsidiary/ Futures co., LtdSubsidiary of afflicated comapnyLucky Unique Enterprise Company The Chairman is the same person. The Chairman is the same person. The Chairman of the Company is a director of the Company |
Rent Objective Office Office Office Office Office Plant Roof (Note 3) Plant Roof (Note 3) |
LeasingPeriod |
| July 2020 to March 2023 April 2016 to March 2019; April 2019 to March 2022 May 2020 to March 2022 May 2020 to June 2021 April 2020 to February 2021 October 2017 to October 2037 October 2017 to October 2037 |
Note3:The Company leased the roof of the plant to related party for solar power generation at a rent of 7% of the sales revenue of the solar power system.
The total lease payments to be received in the future are summarized as follows:
| Type of Related Party/Name Afflicated company (Note 1)/Lucky Unique Enterprise Company Subsidiary/DE-FA INTERNATIONAL INDUSTRIAL CO., LTD. ubsidiary/ Futures co., LtdSubsidiary of affiliated company Lucky Unique Enterprise (Note 1) The Chairman is the same person. |
2020 $ 10,257 3,661 1,033 165 52 $ 15,168 |
2019 | ||
|---|---|---|---|---|
| $ - 6,590 - - - $ 6,590 |
Summary of leasing revenue as below:
| Type of Related Party/Name Subsidiary/DE-FA INTERNATIONAL INDUSTRIAL CO., LTD. Subsidiary/ Futures co., Ltd Afflicated company (Note 1) Subsidiary of afflicated company Lucky Unique Enterprise Company (Note 1) The Chairman is the same person. The Chairman of the Company is a director of the Company |
2020 $ 2,929 551 2,429 480 359 366 $ 7,114 |
2019 | ||
|---|---|---|---|---|
| $ 2,929 - - - 86 329 $ 3,344 |
- 142 -
(10)Loans to related party
| Loans to related party | |||
|---|---|---|---|
| Type of Related Party/Name Other Receivables Subsidiary VIETNAM DE LICACY INDUSTRIAL CO., LTD Total Express Ltd. Best Allance International Limited De Shen Cayman Company Interest Income Subsidiary VIETNAM DE LICACY INDUSTRIAL CO., LTD(1) Total Express Ltd (2) . Best Allance International Limited (2) Interest rate (1) Interest rate (2) |
December 31,2020 $ 341,760 128,160 74,048 - $ 543,968 $ 6,589 944 545 $ 8,078 2.8% 1.8% |
December 31,2019 | |
| $ - - - 74,950 $ 74,950 $ - - - $ - - - |
(11)Endorsement and Guarantee for Others
For the amount of guarantee provided by the Company for related parties, see Schedule 2.
- (12)Other related party transactions
1. Processing fees
The Company pays processing fees to related parties, which are recorded as operating costs depending on the nature of the payment.
| Type of relatedparty Subsidiary of affiliated company Lucky Unique Enterprise (Note 1) Subsidiary Afflicated company (Note 1) |
2020 $ 200,882 13,050 2,678 $ 216,610 |
2019 | ||
|---|---|---|---|---|
| $ 238,536 23,793 - $ 262,329 |
2. Manufacturing and operating expenses
The Company's expenses for purchasing samples from related parties, renting sample display rooms, dyeing and finishing factory lines and plants, paying commissions, and purchasing gifts were as follows:
| Type of Related Party/Name Subsidiary/ Chadtexcompany Subsidiary/Other Afflicated company (Note 1) Subsidiary of affiliated company Lucky Unique Enterprise (Note 1) The Chairman of the Company is a director of the Company |
2020 $ 89,579 - 35 1,353 348 $ 91,315 |
2019 | ||
|---|---|---|---|---|
| $ 135,113 7,905 104 1,213 1,127 $ 145,462 |
- 143 -
3. Other income
The income from the sale of the Company's managed assets to related parties, income from counseling services and commissions were as follows:
| Type of Related Party/Name 2020 Subsidiary $ 7,100 Afflicated company (Note 1) 1,364 Subsidiary of affiliated company Lucky Unique Enterprise (Note 1) - Subsidiary of joint ventureNew Premium Enterprise Co.,Ltd 2,348 The Special Assistant to the Chairman of the Company is a director of the Company. (Note 2) 699 $ 11,511 Remuneration to Key Management Personnel 2020 Short-term employee benefits $ 16,483 Retirement beneifts 259 $ 16,742 |
2019 | |||
|---|---|---|---|---|
| $ 7,689 - 66 4,151 5,983 $ 17,889 2019 |
||||
| $ 26,238 216 $ 26,454 |
(13)Remuneration to Key Management Personnel
The remuneration of directors and other key management personnel is determined by the Remuneration Committee based on the current year's operating results and the base of year-end bonuses paid in previous years.
34.Pledged assets
The following assets of The combined company have been provided as collateral for bank loans:
| loans: | |||
|---|---|---|---|
Land Buildings Machinery Pledged bank deposits (recorded as financial assets carried at amortized cost - current) |
December 31,2020 $ 266,446 138,997 16,766 2,689,686 $ 3,111,895 |
December 31,2019 | |
| $ 266,446 149,665 - 2,107,673 $ 2,523,784 |
35.Significant Contingent Liabilities and Unrecognized Contractual Commitments
The Company's significant commitments and contingencies as of the balance sheet date are as follows.
-
(1) As of December 31, 2020 and December 31, 2019, the Company had unused letters of credit balance of $61,717,000 and $10,899,000, respectively, for the purchase of raw materials.
-
(2) The Company's unrecognized contractual commitments are as follows.
December 31, 2020 December 31, 2019 Purchase of property, plant and equipment $ 12,802 $ 14,514
-
(3)For the years ended December 31, 2020 and 2019, the Company provided $310,500,000 and $359,015,000, respectively, in guaranteed notes for the purchase of raw materials and to provide guarantees for borrowing lines from financial institutions.
-
144 -
36.Other matters
The Company was affected by the global pandemic of COVID-19, resulting in a significant decrease in operating revenue in 2020. In response to the impact of the epidemic, the Company has applied for salary and working capital subsidies from the government and received $69,554,000 in subsidies (see Note 26).
37.Information on foreign currency assets and liabilities with significant impacts
The following information is presented in the aggregate in foreign currencies other than the functional currency of each of the consolidated companies. Assets and liabilities denominated in foreign currencies that have a significant effect are as follows.
Unit:Foreign currency and NT$1,000
| December 31, 2020 Foreign CurrencyAssets Currency USD Foreign CurrencyLiabilities s Currency USD December 31, 2019 ForeignCurrencyAssets Currency USD ForeignCurrencyLiabilities Currency USD |
Foreign Currency $ 130,325 2,043 ForeignCurrency $ 104,835 1,799 |
Foreign Exchange Rate 28.48 (USD: NTD) 28.48 (USD: NTD) Foreign Exchange Rate 29.98 (USD: NTD) 29.98 (USD: NTD) |
CarryingAmount |
|---|---|---|---|
| $ 3,711,644 58,187 CarryingAmount |
|||
| $ 3,142,968 53,947 |
Foreign currency exchange gains and losses (realized and unrealized) with significant effect are as follows:
| Currency USD |
2020 | Net FX loss $ 195,764 |
2019 | |||
|---|---|---|---|---|---|---|
| Fx rate 29.549(USD: NTD) |
Fx rate 30.912(USD: NTD) |
Net FX loss | ||||
| $ 74,408 |
38.Note Disclosure
-
Information on significant transactions.
-
(1) Loan of funds to others: Schedule 1 (attached)
-
(2) Endorsement and guarantee for others: Schedule 2 (attached)
-
(3) Year-end Marketable Securities Breakdown Statement : Schedule 3 (attached)
-
(4) Cumulative purchase or sale of markeSchedule securities amounting to at least
NT$300 million or 20% of the paid-in capital: Schedule 4 (attached).
-
145 -
-
(5) Acquisition of real estate amounting to at least NT$300 million or 20% of the paid-in capital: None.
-
(6) Disposal of real estate amounting to at least NT$300 million or 20% of the paid-in capital: None.
-
(7) Purchase from or sale to related parties amounting to at least NT$100 million or 20% of the paid-in capital: Schedule 5 (attached).
-
(8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Schedule 6 (attached).
-
(9) Derivative transactions: Please refer to Note 7.
-
Information about the investment business: Schedule 7 (attached)
-
Information on investment in China.
-
(1) Name of the investee company in, main business items, paid-in capital, investment method, capital remittance, shareholding, investment gain or loss, closing balance of investment, repatriated investment gain or loss, and investment limit in China: Schedule 8 (attached).
-
(2) Significant transactions with the investee company in China, directly or indirectly through a third country, and the prices, terms of payment, and unrealized gains or losses.
-
1) The balance and percentages of import amounts and related payables at the end of the period: Schedule 9 (attached).
-
2) Amounts and percentages of sales and related Receivables: Schedule 9 (attached).
-
3) Amount of property transactions and the amount of resulting gain or loss: None.
-
4) End-of-period balance and purpose of guarantees or collaterals provided: Schedule 2 (attached).
-
5) Maximum balance, ending balance, interest rate range, and total current interest on financial instruments: Schedule 1 (attached).
-
6) Other transactions that have a significant effect on current income or financial position, such as the provision or receipt of labor services: None.
-
Information on major shareholders: Name, amount and percentage of shares held by
shareholders with at least 5% ownership: Schedule 10 (attached)
- 146 -
De Licacy Industrial Co., Ltd. and Subdidiary
Loan of funds to others.
For the year end 31 December of 2020
Schedule 1
(In thousands of New Taiwan Dollars)
| No. | Loan Funded Companies | Loan recipients | Current Accounts | Is a related party |
Highest balance for the period |
Closing balance |
Actual expenditures |
Interest rate collars( %) |
Natures of funding and loan |
Business transactions(No te 4) |
Reasons of short-term financing funds |
Allowance for bad debts |
Collateral | Collateral | The limit for individual funds lending(Not e 1) |
Capital Loan and Total Limit(Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| N a m e | V a l ue | |||||||||||||||
| 0 1 2 3 4 5 6 7 8 9 10 11 12 |
The Company The Company The Company The Company De LicacySamoa Company De LicacySamoa Company De Fa Company De Fa Company Eden Road Compan Total Express Ltd. Der Sheng Cayman Company New Lake Ltd. De HongCompany Hangzhou De Licacy Company Hangzhou e Licacy Company Apex Textile Co., Ltd Lucky Apex Ventures Limited View Best Global Company Best Alliance International Limited Best Alliance International Limited |
Best Alliance International Limited DeShen (Cayman) Holdings Co., Ltd. Total Express Ltd. Vietnam De LicacyCompany Vietnam De LicacyCompany Apex Textile Co., Ltd Hangzhou De Licacy Company Hangzhou De Licacy Company De Yi Company Apex Textile Co., Ltd Vietnam De LicacyCompany Vietnam De LicacyCompany De Hong (Vietnam) Company Apex Textile Co., Ltd Apex Textile Co., Ltd Apex (Anqing) Textile Co., Ltd Apex (Anqing) Textile Co., Ltd Vietnam ATAGO Company Hangzhou De Licacy Company Hong Kong Eden Road Compan |
Other Receivables Other Receivables Other Receivables Other Receivables Other Receivables Other Receivables Other Receivables Other Receivables Temporary payments Accounts Receivable Other Receivables Other Receivables Other Receivables Temporary payments Temporary payments Accounts Receivable Other Receivables Other Receivables Temporary payments Temporary payments |
Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y |
$ 166,842 78,570 133,335 355,560 120,900 76,896 17,076 86,100 111,833 180,141 509,660 60,450 22,669 234,795 153,195 87,540 123,821 8,148 68,352 69,840 |
$ 74,048 76,896 128,160 341,760 113,920 76,896 - - - - - - 13,955 109,425 153,195 87,540 121,182 7,974 68,352 68,352 |
$ 74,048 - 128,160 341,760 113,920 76,896 - - - - - - 6,550 109,120 (Note5) 109,120 (Note5) 61,544 (Note 5) 121,154 7,974 68,352 68,352 |
1.8 - 1.8 2.8 2.8 1.8 - - - 1.8 ~2.342.5 2.5 2.5 5.1 4.15 5.1 1.0 2.5 - - |
Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Business transactions Short-term financing Business transactions Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing |
$ - - - - - - - 68,317 - 857,530 - - - - - - - - - - |
Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund |
$ - - - - - - - - - - - - - - - - - - - - |
none none none none none none none none none none none none none none none none none none none none |
$ - - - - - - - - - - - - - - - - - - - - |
$ 1,411,295 1,411,295 1,411,295 1,411,295 1,049,182 1,049,182 14,900 83,217 8,391 (Note3) 876,315 906,236 296,860 (Note3) 20,276 534,738 534,738 109,109 128,811 12,316 702,472 702,472 |
$ 1,881,727 1,881,727 1,881,727 1,881,727 1,398,909 1,398,909 19,866 88,183 8,391 (Note3) 882,576 1,208,315 296,860 (Note3) 27,034 712,985 712,985 145,478 171,748 16,421 936,629 936,629 |
Note 1: Based on 30% of the net shareholders' equity of each lending company and the amount of business transactions in the p revious year.
Note 2: Based on 40% of the net shareholders' equity of each lending company and the amount of business transaction s in the previous year. Note 3: Based on 100% of each lending company's net shareholders' equity and the amount of business transactions in the previ ous year. Note 4: Based on the amount of business transactions in the previous year.
Note 5: The difference between the announcement and the announcement is the adjustment of foreign currency exchange gain or loss at the end of the period 。
- 147 -
De Licacy Industrial Co., Ltd. and Subdidiary
(In thousands of New Taiwan Dollars)
Endorsement and guarantee for others
FOR THE YEAR ENDED DECEMBER 31, 2020
Schedule 2
| No. | Endorsement/Guaran tor Name of Company |
Endorsed/Guarantees | Endorsed/Guarantees | Limit of endorsement guarantee for a single enterprise (Note 1) |
Highest Endorsement Balance |
Ending endorsement guarantee balance |
Actual expenditure | Amount of endorsement guarantee by assets guarantee |
Ratio of cumulative endorsement guarantee to net of the most recent financial statements (%) |
Highest endorsement guarantee (Note 2) |
Parent company's endorsement to Subsidairy guarantee |
Subsidairy's endorsement of the parent company |
Endorsement guarantee to China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of Company | Limit of endorsement guarantee for a single enterprise (Note 1) |
||||||||||||
| 0 1 |
The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company Apex Textile Co., Ltd |
New Lake Ltd. De Fa Company Chadtex Company Eden Road Compan Vietnam De LicacyCompany DeShen (Cayman) Holdings Co., Ltd. Apex Textile Co., Ltd Hangzhou De Licacy Company De Kao Company An ChinDe Fa Company Total Express Ltd. Hong Kong Eden Road Company Hangzhou De Licacy Company |
Subsidairy (Indirect shareholdings100%) Subsidairy (Direct shareholdings100%) Subsidairy (Direct shareholdings55.06%) Subsidairy (Indirect shareholdings100%) Subsidairy (Indirect shareholdings 100%) Subsidairy (Indirect shareholdings100%) Subsidairy (Indirect shareholdings 53.22%) Subsidairy (Indirect shareholdings 100%) Subsidairy of the affliate company Lucky Unique Enterprise Company (Subsidairy of the Company by July 8, 2020) (Indirect shareholdings 14.99%) Subsidairy (Indirect shareholdings53.22%) Subsidairy (Indirect shareholdings53.22%) Subsidairy (Indirect shareholdings100%) Affiliate Company (Parent company Indirect shareholdings100%) |
$ 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 181,848 |
$ 1,033,050 230,636 105,000 498,712 938,345 1,118,325 207,383 575,510 10,000 43,050 216,565 174,600 129,150 |
$ 1,011,040 229,396 80,000 412,960 902,120 911,360 207,383 320,750 - 43,770 - 170,880 - |
$ 387,328 132,800 - 110,218 392,329 361,696 137,508 33,480 - 30,639 - - - |
$ - - - - - - - - - - - - - |
21.49 4.88 1.70 8.78 19.18 19.37 4.41 6.82 - 0.93 - 2.42 - |
$ 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 363,695 (Note3) |
Y Y Y Y Y Y Y Y N Y Y Y N |
N N N N N N N N N N N N N |
N N N N N N Y Y N Y N N Y |
Note 1: Based on 50% of the total equity of the owners of each endorsing company.
Note 2: Based on 150% of the total interests of the owners of each endorsing company.
Note 3: Based on 100% of the total interests of the owners of each endorsing and guaranteeing company.
- 148 -
De Licacy Industrial Co., Ltd. and Subsidairies
Year-end Marketable Securities Breakdown Statement
December 31, 2020
Schedule 3
(In thousands of New Taiwan Dollars)
| Holding company | Types and Name of MarkeSchedule Scurities | Relationship with the Holding Company |
Line Item | December31,2020 | December31,2020 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Unit/Share | Carrying amount |
Percentage ( %) |
Fair Value | |||||
| The Company De Fa Company Chadtex Company Chadtex Company The Company Chadtex Company |
Stocks CHIA HER INDUSTRIAL CO., LTD. -publiccompany Hua Nan Financial Holdings Co., Ltd. -publiccompany Far Eastern International Bank -publiccompany CHIA HER INDUSTRIAL CO., LTD. -publiccompany Funds beneficiary certificates Hua Nan -Saudi Arabian National Oil Fundcorporate bond CHIA HER INDUSTRIAL CO., LTD. -publiccompany |
none none none none none none |
Financial liabilities at fair value through other comprehensive profit and loss -non-currentFinancial assets at fair value through profit or loss -current Financial liabilities at fair value through other comprehensive profit and loss -currentFinancial liabilities at fair value through other comprehensive profit and loss -non-currentFinancial assets at fair value through profit or loss -current Financial assets at amortised cost -non-current |
2,266,091 156,488 3,592,500 2,572,937 285,000 300 |
56,222 2,856 38,979 63,834 9,387 27,725 |
2.764 0.001 0.104 3.138 - 10.000 |
56,222 2,856 38,979 63,834 9,387 30,576 |
Note 1: The markeSchedule securities mentioned in this Schedule refer to stocks, bonds, beneficiary certificates and markeSchedule securities derived from the above items within the scope of IFRS 9 "Financial Instruments". Note 2: For information on investment in Subsidairy, please refer to Schedule 7 and Schedule 8.
- 149 -
De Licacy Industrial Co., Ltd. and Subsidairies
Cumulative purchase or sale of markeSchedule securities amounting to at least NT$300 million or 20% of the paid-in capital
FOR THE YEAR ENDED DECEMBER 31, 2020
Schedule 4
(In thousands of New Taiwan Dollars)
| Seller/Buyer | Type and name of markeSchedule securities |
Line Item | Trading Partners | Relationship |
Beginning | Beginning | Buy | Buy | Sell | Sell | Ending | Ending | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| share/unit | Amount | share/unit | Amount | share/unit | Amount | B o o k c o s t |
Disposal(loss)income | share/unit |
Amount | |||||
| The Company | De LicacySamoa Company |
Investments accounted for using equity method |
- |
100% transfer of investment to subsidiaries |
41,545,109 | $ 2,996,495 | 11,059,273 | $ 396,716 (Note) |
- |
$ - | $ - | $ - | 52,604,382 | $ 3,393,211 |
Note: Including NT$320,241,000 of new investment, (NT$188,000) of interest in subsidiaries using the equity method, NT$70,416,000 of translation differences on financial statements of foreign operating institutions, NT$837,000 of remeasurement of defined benefit plans of subsidiaries using the equity method and NT$5,410,000 of capital surplus - long-term investment
- 150 -
De Licacy Industrial Co., Ltd. and Subsidairies
Purchase from or sale to related parties amounting to at least NT$100 million or 20% of the paid-in capital FOR THE YEAR ENDED DECEMBER 31, 2020
Schedule 5
(In thousands of New Taiwan Dollars)
| Buying/selling company | Trading Partners | Relationship | Transactions | Transactions | Circumstances and reasons of transaction conditions are different fromgeneral transactions |
Circumstances and reasons of transaction conditions are different fromgeneral transactions |
Notes and accounts receivable (payable) |
Notes and accounts receivable (payable) |
Note |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase /Sell | Amount | Percentage of total purchase (sales) (%) |
Credit Period | Unit Price (Note 1) |
Credit Period |
Balance | Percentage of total receivable (payable)( %) |
||||
| The Company The Company The Company The Company Eden Road Company Hong Kong Eden Road Company Hong Kong Eden Road Company Hangzhou De Licacy Company Hangzhou De Licacy Company Apex Textile Co., Ltd Apex Textile Co., Ltd Apex Textile Co., Ltd New Lake Ltd. New Lake Ltd. |
Chadtex Company Tung Ming Company New Lake Ltd. New Lake Ltd. Thousand Well International Limted Thousand Well International Limted Thousand Well (Samoa) International Limted Thousand Well International Limted Thousand Well (Samoa) International Limted Total Express Ltd. Apex (Anqing) Textile Co., Ltd Apex (Anqing) Textile Co., Ltd Vietnam De Licacy Company Vietnam De Licacy Company |
Subsidairy Note 2 Subsidairy Subsidairy Affiliate Company Affiliate Company Affiliate Company Affiliate Company Affiliate Company Affiliate Company Affiliate Company Affiliate Company Affiliate Company Affiliate Company |
Purchase Purchase (Sales) Purchase Purchase Purchase Purchase (Sales) (Sales) (Sales) (Sales) Purchase (Sales) Purchase |
$ 121,353 127,247 ( 123,106 ) 451,073 178,950 153,651 105,665 ( 332,601 ) ( 105,665 ) ( 915,988 ) ( 100,262 ) 192,039 ( 627,275 ) 905,378 |
7 7 4 25 86 52 35 19 6 65 7 18 30 47 |
Open Account 30 days Open Account 30-90 days Open Account 30-60 days Open Account 30-90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 120 days |
unapplicable〞〞〞〞〞〞〞〞〞〞〞〞〞 |
General open account 30-90 days General open account 30-90 days General open account 30-60 days General open account 30-90 days No general suppliers available for comparison No general suppliers available for comparison No general suppliers available for comparison General open account 30-90 days General open account 30-90 days General open account 30-90 days General open account 30-90 days General open account 30-120 days General open account 30-60 days General open account 30 days |
( $ 2,895 ) - 13,947 ( 43,685 ) - - ( 67,647 ) - 5,935 45,499 86,811 ( 33,223 ) 520,823 ( 285,483 ) |
1 - 3 16 - - 73 - 1 16 31 14 67 78 |
Note 1: The purchase price is not comparable to the general purchase price of similar products; the sales price is comparable to the general customer. Note 2: Prior to July 8, 2020, the company was a subsidiary of the Company.
- 151 -
De Licacy Industrial Co., Ltd. and Subsidairies
Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital December 31, 2020
Schedule 6
(In thousands of New Taiwan Dollars)
| Accounts receivable companies |
Name of trading Partners | Relationship with the dealer | Balance of receivables from r e l a t e d p a r t i e s |
T u r n o v e r ( %) |
Overdue amounts due from relatedparties | Overdue amounts due from relatedparties | Amounts due from related parties recovered in the period |
Allowance for losses |
|---|---|---|---|---|---|---|---|---|
Amount |
Methodology | |||||||
| The Company The Company Lucky Apex Ventures Limited De Shen (Cayman) Holdings Co., Ltd. New Lake Ltd. Vietnam De LicacyCompany Hangzhou De Licacy Company De LicacySamoa Company Apex Textile Co., Ltd |
Vietnam De LicacyCompany Total Express Ltd. Apex (Anqing) Textile Co., Ltd Vietnam De LicacyCompany Vietnam De LicacyCompany New Lake Ltd. Apex Textile Co., Ltd Vietnam De LicacyCompany Apex (Anqing) Textile Co., Ltd |
Subsidairy Subsidairy Subsidairy Subsidairy Affiliate Company Affiliate Company Affiliate Company Affiliate Company Affiliate Company |
$ 348,276 129,089 121,154 226,105 546,860 285,483 424,518 116,440 163,583 |
(Note1) (Note2) (Note2) (Note3) 1.00 (Note4) 3.08 0.33 (Note5) (Note2) 2.08 (Note6) |
$ - - - - - - - - - |
--------- |
$ 2,156 - - - 136,847 52,034 - 58,240 54,542 |
$ - - - - - - - - - |
Note 1: NT$348,171,000 were receivables from loans and interest on funds, and the rest were receivables from endorsement and guarantee fees, which were not included in the calculation of the turnover rate.
Note 2: All of them are receivables arising from capital loans and interest, which are not included in the calculation of the turnover rate.
Note 3: Receivables arising from the sale of fixed assets are not included in the calculation of the turnover rate.
Note 4: NT$26,037,000 was the amount from the sale of property, plant and equipment and advances, which was not included in the calculation of the turnover rate.
Note 5: NT$218,240,000 was due from the loan of funds and NT$201,921,000 was due from the sale of investment fixed assets and advances from leased plants, which were not included in the calculation of turnover rate. Note 6: NT$61,544,000 was a receivable arising from capital loans and NT$15,228,000 was a receivable arising from the sale of property, plant and equipment, which was not included in the turnover calculation.
- 152 -
Stock Number:1464
De Licacy Industrial Co., Ltd.and Subsidiaries
Derivative transactions
FOR THE YEAR ENDED DECEMBER 31, 2020
Schedule 7
(In thousands of New Taiwan Dollars) (except in USD)
| Investment Company Name | Investee Company Name | Location | Major Business Scope | Original Investment | Original Investment | Held atperiod-end | Held atperiod-end | Held atperiod-end | Investee company (Loss) income |
Recognized Investment (loss) income (Note 1) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| End of current period | End of last year | Shares | Percentage(%) |
Book value amount | |||||||
| The Company The Company The Company The Company The Company The Company The Company The Company Tung Ming Company Tung Ming Company De LicacySamoa Company De LicacySamoa Company De LicacySamoa Company De LicacySamoa Company De LicacySamoa Company De LicacySamoa Company De LicacySamoa Company De Hong Company Best Alliance International Limited Best Alliance International Limited Best Alliance International Limited Eden Road Compan Lucky Unique EnterpriseCompany Lucky Unique EnterpriseCompany Lucky Unique EnterpriseCompany Lucky Unique EnterpriseCompany Bright Wisdom Ltd. Bright Wisdom Ltd. Bright Wisdom Ltd. De LicacyBVI Holding Company Der Sheng Cayman Company Vantage Gain Holdings Limited De LicacyAnguilla Company View Best Global Company Beauty Plus Ventrues Limited |
De LicacySamoa Company Tung Ming Company Lucky Unique EnterpriseCompany De Fa Company Chadtex Company De Licacy Holding Company View Best Global Company De Kao Company Lucky Unique EnterpriseCompany Bright Wisdom Ltd. Best Alliance International Limited Vantage Gain Holdings Limited Hao Wan Company De LicacyAnguilla Company De Hong Company New Lake Ltd. Beauty Plus Ventrues Limited De Hong(Vietnam) Company Eden Road Compan Bright Wisdom Ltd. Hong Kong Eden Road Compan Bright Wisdom Ltd. Gain Faith Investments Ltd E Textile Co .,Ltd. De Kao Company Tung Ming Company Total Express Ltd. Lucky Apex Ventures Ltd. Futures co., Ltd De Shen (Cayman) Holdings Co., Ltd. Vietnam De LicacyCompany Perfect Step Ltd. New Premium Enterprise Co.,Ltd Vietnam ATAGO Company Plentiful Praise Limited |
Samoa Taiwan Taiwan Taiwan Taiwan British Virgin Islands Samoa Taiwan Taiwan Samoa British Virgin Islands Samoa Samoa Anguilla Samoa Anguilla British Virgin Islands Vietnam British Virgin Islands Samoa Hong Kong Samoa Samoa Taiwan Taiwan Taiwan Seychelles Samoa Taiwan Cayman Islands Vietnam British Virgin Islands Samoa Vietnam British Virgin Islands |
General Investment Manufacture, processing and trading of chemical fibers Manufacture and processing of various fiber textile products General Import and Export Trade Textile manufacturing, dyeing and finishing, and trading of various textile products General Investment General Investment General Import and Export Trade Manufacture and processing of various fiber textile products General Investment General Investment General Investment General Investment General Investment General Investment General Import and Export Trade General Investment Printing and finishing of various types of garments and cloths General Import and Export Trade General Investment General Import and Export Trade General Investment General Investment Manufacture, processing and trading of various fiber textile products General Import and Export Trade Manufacture and processing of chemical fibers and international trading business Manufacture and processing of chemical fibers and international trade General Investment General Import and Export Trade General Investment Printing, dyeing, finishing, garment manufacturing and trading of various textile and yarn materials General Investment General Investment Garment manufacturing and trading General Investment |
$ 1,622,785 - 102,588 59,878 177,335 USD 108,040,000 USD 2,475,000 - - - 1,397,855 USD 6,501,742 - USD 5,005,000 USD 1,500,000 USD 6,100,000 USD 11,920,238 USD 2,500,000 1,700 USD 14,902,500 USD 50,000 - USD 6,190,000 5,000 12,000 258,989 USD 1 USD 14,655,000 10,000 USD 108,032,701 USD 114,660,489.5 USD 8,862,037 USD 5,000,000 USD 1,915,070 USD 14,023,848 |
$ 1,302,544 100,193 243,524 59,878 156,006 USD 108,040,000 USD 1,935,000 12,000 4,856 35,400 1,256,409 USD 6,342,469 USD 2,500,000 USD 5,005,000 USD 1,500,000 USD 100,000 USD 11,920,238 USD 2,500,000 1,700 USD 9,582,533 - USD 4,228,300 USD 5,630,000 5,000 - - USD 1 USD 10,400,000 - USD 108,032,701 USD 114,660,489.5 USD 8,644,837 USD 5,000,000 USD 1,915,070 USD 14,023,848 |
52,604,382 - 9,936,207 5,500,000 18,931,098 27,010 2,475,000 - - - 37,900,000 6,501,742 - 5,005,000 1,500,000 6,100,000 11,920,238 - 50,000 14,902,500 50,000 - 6,190,000 500,000 1,200,000 15,279,600 1 14,655,000 1,000,000 108,032,700,860 - 8,862,037 5,000,000 - 38 |
100 - 24.98 100 55.06 100 100 - - - 100 73.33 - 100 50 100 85 100 100 53.22 100 - 100 80 60 91.28 100 100 100 100 100 20 50 30 38 |
$ 3,393,211 - 111,412 49,709 239,702 3,012,615 41,053 - - - 2,377,922 154,512 - 46,474 33,793 296,860 338,315 61,043 411 474,038 70,029 - 218,141 5,623 417 190,124 62,615 429,371 11,369 3,020,787 3,149,085 210,718 46,459 25,314 399,151 |
( $ 1,033 ) 20,095 15,285 ( 15,763 ) 6,424 104,327 ( 14,797 ) ( 14,799 ) 15,285 9,523 95,803 ( 10,153 ) ( 13,062 ) ( 46,468 ) ( 9,606 ) 1,452 ( 14,638 ) ( 3,026 ) 6,438 9,523 68,457 9,523 21,708 ( 3,375 ) ( 14,799 ) 20,095 30,565 ( 4,360 ) 1,369 104,372 91,331 ( 50,482 ) ( 53,282 ) ( 48,437 ) ( 38,283 ) |
( $ 188 ) 7,020 7,549 ( 15,753 ) 3,893 107,012 ( 14,796 ) ( 850 ) |
Unrecognized gain on disposal of investment property and unrealized gain on disposal of property, plant and equipment Affiliated companies, subsidiaries of the Company prior to July 8, 2020)/unrealized gain or loss on sales difference. Recognized difference of inter- group lease gains or losses. Recognized difference of realized and unrealized gain or loss on sales and disposal of property, plant and equipment. Recognized difference of realized gain on disposal of fixed assets. Note3 Note3 Note3 Note3 |
Note 1: Only the amount of profit or loss recognized for each subsidiary directly invested by the Company and each investee company using the equity method should be shown.
Note 2: Please refer to Schedule 8 (attached) for the information about China investee companies.
Note 3: Subsidiary of Lucky Unique Enterprise Company (a subsidiary of the Company before July 8, 2020)
- 153 -
Stock Number:1464
De Licacy Industrial Co., Ltd.and Subsidiaries
Investment Information on investment in China For the year ended December 31, 2020.
Schedule 8
In thousand in NTD (except in US dollars)
| China reinvestment Company Names |
Major Business Scope | Major Business Scope | Paid-in Capital. (Note 3) |
Paid-in Capital. (Note 3) |
Investment Method (Note 7) |
Accumulated investment amount remitted from Taiwan at initial period (Note 3) |
Accumulated investment amount remitted from Taiwan at initial period (Note 3) |
Investment amount remitted or recovered during the period |
Investment amount remitted or recovered during the period |
Accumulated investment amount remitted from Taiwan at the end of the period (Note 3) |
The investee companies for the period income (Loss) |
The Company's direct or indirect investment (%) |
Recognized Investment (loss) (Note 1) |
Year-end Investment Carrying Amoount (Note 1) |
Remitted Investment income for the year end |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted | Recovery | ||||||||||||||
| Hangzhou De Licacy Textile Co., Ltd. Apex Textile Co., Ltd Chang Sin Lucky Unique EnterpriseCompany (Note 5) Shanghai De Licacy Company Apex (Anqing) Textile Co., Ltd |
Production and sales of long and short fiber fabric processing and finishing Manufacture and sale of textile products and dyeing and finishing Manufacture, dyeing and sales of various high-quality fabrics and textiles General Investment Manufacture and sale of various high- quality fabrics and textiles |
$ 1,196,160 (USD 42,000,000) 370,240 (USD 13,000,000) - 1,573,520 (USD 55,250,000) 296,192 (USD 10,400,000) |
3. Best Alliance International Limited 3.Bright Wisdom Ltd. 3.Hao Wan Company 3.Sin Hao Company 、Samoa Sin Young International Limited 3.Lucky Apex Ventures Ltd. |
$ 1,301,643 (Note 4) (USD 18,289,091 And $ 780,770) 120,840 (USD 3,000,000 And $ 35,400) 71,200 (USD 2,500,000) 58,384 (USD 2,050,000) 296,192 (USD 10,400,000) |
$ - - - - - |
$ - - 71,200 (USD 2,500,000) - - |
$ 1,301,643 (Note 4) (USD 18,289,091 And $ 780,770) 120,840 (USD 3,000,000 And $ 35,400) - 58,384 (USD 2,050,000) 296,192 (USD 10,400,000) |
$ 25,885 ( 18,042 ) ( 244 ) - ( 4,361 ) |
100 53.22 - 14.67 53.22 |
$ 27,000 (Note 6) ( 10,951 ) ( 244 ) - ( 1,692 ) |
$ 1,730,774 193,570 - 38,339 164,027 |
$ - - - - - |
|||
| Company Names | Accumulated remittance of investments from Taiwan to China at the end of the period (Note 3 |
Investmen Commission, MOEA approved investment amount (Note 3) |
Investment quota in China according to the Investment Commission, MOEA | ||||||||||||
| Hangzhou De Licacy Textile Co., Lt Apex Textile Co., Ltd Apex (Shanghai) Textile co., Ltd Apex (Anqing) Textile Co., Ltd |
d. | $ 1,301,643 (USD 18,289,091 and $ 780,770) $ 120,840 (USD 3,000,000 and $ 35,400) $ 58,384 (USD 2,050,000) $ 296,192 (USD 10,400,000) |
$ 1,301,643 (USD 18,289,091and $ 780,770) $ 120,840 (USD 3,000,000and$ 35,400) $ 357,424 (USD 12,550,000) $ 455,680 (USD 16,000,000) |
(Note 2) (Note 2) (Note 2) (Note 2) |
Note 1: Recognized based on the financial statements of the investee company audited by the parent company's certified public accountants in Taiwan during the same period.
Note 2: In accordance with the newly revised "Regulations Governing the Examination of Investment or Technical Cooperation in Mainland China" dated August 29, 2018, the Company obtained the certification document issued by the Industrial Development Bureau, Ministry of Economic Affairs on August 28, 2017, which conforms to the scope of operation of the Ministry of Manufacturing Operations, so the calculation of investment limit is not required.
Note 3: The related amount was translated at the Foreign Exchange Rate of NT$28.48 per USD at the end of the period.
Note 4: Including the recognition of De Yi Company's investment of NT$111,616 (US$3,919,091) in Hangzhou Deli by way of debt in proportion to its shareholding.
Note 5: Changxin Lucky Unique Enterprise Company was liquidated on October 31, 2009 and remitted USD 2,706,075.53 (including capital stock of USD 2,500,000 and investment income of 206,075.53) to Hao Wan on November 30, 109. The Company then remitted to De Licacy Samoa Company.
Note 6: The difference is the unrealized gain or loss on disposal of fixed assets and investment fixed assets.
Note 7: (1) Investment in Mainland China through third-party remittance.
-
(2) Investment in China through a third-party company.
-
(3) Reinvestment in Mainland China through re-investment in an existing company in a third region.
-
154 -
Stock Number:1464
De Licacy Industrial Co., Ltd.and Subsidiaries
Significant transactions with China investees directly or indirectly through third regions, the prices, payment terms, and unrealized gains or losses For year ended 31 December 2020
Schedule 9
(In thousands of New Taiwan Dollars)
| Company | Transaction Partner | The relationship with transaction partner |
Transaction Type | Amount | Trading Terms | Trading Terms | Notes, Accounts Receivable (Payable) |
Notes, Accounts Receivable (Payable) |
Unrealized Income(loss) |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Price | P a ym e n t T e r m s | Comparison with general transactions |
Balance | Percentage(%) |
||||||
| Der Fa Company Eden Road Company Eden Road International Ltd.(H.K.) Eden Road International Ltd.(H.K.) Thousand Well International Limted Fastpower Limited Thousand Well (Samoa) International Limted Fastpower (Samoa) Limited Futures co., Ltd Futures co., Ltd Total Express Ltd. |
Hangzhou De Licacy Textile Co., Ltd. Hangzhou De Licacy Textile Co., Ltd. Hangzhou De Licacy Textile Co., Ltd. Hangzhou De Licacy Textile Co., Ltd. Hangzhou De Licacy Textile Co., Ltd. Hangzhou De Licacy Textile Co., Ltd. Hangzhou De Licacy Textile Co., Ltd. Hangzhou De Licacy Textile Co., Ltd. Apex Textile Co., Ltd Apex (Anqing) Textile Co., Ltd Apex Textile Co., Ltd |
affiliated company affiliated company affiliated company affiliated company affiliated company affiliated company affiliated company affiliated company affiliated company affiliated company affiliated company |
Sales Sales Sales Purchase Purchase Purchase Purchase Purchase Sales Sales Purchase |
$ 60,260 5,457 6,745 13,231 332,601 34,064 105,665 8,347 5,885 15,119 915,988 |
Trade at general price Trade at general price Trade at general price Trade at general price Trade at general price Trade at general price Trade at general price Trade at general price Trade at general price Trade at general price Trade at general price |
Open Account 120 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days |
No general customers to compare General customer open account 45-120 days General customer open account 45-120 days General customer open account 45-120 days No general customers to compare No general customers to compare No general customers to compare No general customers to compare No general customers to compare No general customers to compare No general customers to compare |
$ 8,982 - 3,400 ( 12,975 ) - - ( 5,935 ) ( 8,344 ) 4,253 2,575 ( 45,499 ) |
58 - 2 14 - - 100 100 62 38 100 |
$ - - - - - - - - - - - |
- 155 -
De Licacy Industrial Co., Ltd. Major Shareholders’ Information December 31, 2020
Schedule 10
| Names of Major Shareholders | No. of | Shares |
|---|---|---|
| Number of shares held(shares) |
shareholding ratio | |
| Fu-Fa International Investment Co. Ltd. Fu-Hwa Investment Co. Ltd. Fuson International Trade Co. Ltd. |
32,928,067 30,000,994 30,000,443 |
8.56% 7.8% 7.8% |
-
Note1: The information on major shareholders in this Schedule is based on the last business day of the quarter in which the shareholders held 5% or more of the Company's total common shares (including treasury stock) that have been delivered without physical registration. The share capital in the individual financial statements may differ from the actual number of shares delivered without physical registration due to differences in the basis of computation.
-
Note2: The above information is revealed by the trustee's individual subaccount of the trust account opened by the trustee if the shareholder has delivered the shares to the trust. As for the shareholder's shareholding of more than 10% of insider shares reported under the Securities and Exchange Act, the shareholdings include the shareholdings of the shareholders plus the shares delivered to the trust and the shareholder has the right to decide the use of the trust property, etc. Please refer to the Market Observation Post System for the information on insiders’ shareholding report.
-
156 -
Stock Number:1464
De Licacy Industrial Co., Ltd.and Subsidiaries Property, Plant and Equipment For the years ended December 31 of 2020 and 2019
Schedule 11
(In thousands of New Taiwan Dollars)
| Owned Land | Land Improvements |
Buildings | Machinery Equipment |
Transportation Equipment Other Equipment |
Transportation Equipment Other Equipment |
Property in construction |
|||
|---|---|---|---|---|---|---|---|---|---|
| Total | |||||||||
| Cost | |||||||||
| Balance as of January 1, 2019 | $ 289,953 |
$ 11,310 |
$ 759,695 |
$ 1,291,707 |
$ 11,812 |
$ 376,955 |
$ 4,056 |
$ 2,745,488 | |
| Additions | - | - | 1,582 | 89,723 | 825 | 5,450 | 13,750 | 111,330 | |
| Disposal | - | - | - ( |
75,297 ) |
- ( |
678 ) |
- ( |
75,975 ) |
|
| Reclassification | - |
- |
1,336 |
39,472 |
- |
2,406 ( |
14,021) |
29,193 | |
| Balance on December 31, | |||||||||
| 2019 |
$ 289,953 |
$ 11,310 |
$ 762,613 |
$ 1,345,605 |
$ 12,637 |
$ 384,133 |
$ 3,785 |
$ 2,810,036 | |
| Accumulated depreciation |
|||||||||
| Balance as of January 1, 2019 | $ - |
$ 8,231 |
$ 485,337 |
$ 1,090,145 |
$ 10,956 |
$ 271,888 |
$ - |
$ 1,866,557 | |
| Depreciation expense | - | 594 | 18,829 | 62,491 | 785 | 26,216 | - | 108,915 | |
| Disposal | - |
- |
- ( |
75,147) |
- ( |
72) |
- ( |
75,219) | |
Balance on December 31, 2019 |
$ - |
$ 8,825 |
$ 504,166 |
$ 1,077,489 |
$ 11,741 |
$ 298,032 |
$ - |
||
| $ 1,900,253 | |||||||||
| Net amount on December 31, 2019 |
$ 289,953 |
$ 2,485 |
$ 258,447 |
$ 268,116 |
$ 896 |
$ 86,101 |
$ 3,785 |
||
| $ 909,783 | |||||||||
| Costs | |||||||||
| Balance on January 1, 2020 | $ 289,953 |
$ 11,310 |
$ 762,613 |
$ 1,345,605 |
$ 12,637 |
$ 384,133 |
$ 3,785 |
$ 2,810,036 | |
| Additions | 4,022 | - | 1,248 | 11,795 | 490 | 13,056 | 17,318 | 47,929 | |
| Disposal | - | - | - ( |
7,588 ) |
- ( |
2,875 ) |
- ( |
10,463 ) |
|
| Reclassification | - |
- |
1,244 |
74,084 |
- |
14,922 ( |
19,514) |
70,736 | |
| Balance on December 31, 2020 |
$ 293,975 |
$ 11,310 |
$ 765,105 |
$ 1,423,896 |
$ 13,127 |
$ 409,236 |
$ 1,589 |
||
| $ 2,918,238 | |||||||||
| Accumulated depreciation |
|||||||||
| Balance as of January 1, 2020 | $ - |
$ 8,825 |
$ 504,166 |
$ 1,077,489 |
$ 11,741 |
$ 298,032 |
$ - |
$ 1,900,253 | |
| Depreciation expense | - | 459 | 19,020 | 75,896 | 544 | 26,117 | - | 122,036 | |
| Disposal | - |
- |
- ( |
7,588) |
- ( |
1,345) |
- ( |
8,933) | |
Balance on December 31, 2020 |
$ - |
$ 9,284 |
$ 523,186 |
$ 1,145,797 |
$ 12,285 |
$ 322,804 |
$ - |
||
| $ 2,013,356 | |||||||||
| Net amount on December 31, 2020 |
$ 293,975 |
$ 2,026 |
$ 241,919 |
$ 278,099 |
$ 842 |
$ 86,432 |
$ 1,589 |
||
| $ 904,882 |
- 157 -
THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS§
| ITEM MAJOR ACCOUNTING ITEMS IN ASSETS, LIABILITIES AND EQUITY Statement of cash Statement of financial assets at fair value through profit or loss - current Statement of financial assets at amortized cost - current Statement of Notes receivable(including related parties) Statement of accounts receivable net (including related parties) Statement of inventories Statement of prepayments Statement of other current assets Statement of changes in financial assets at fair value through other comprehensive income - noncurrent Statement of changes in investments by the equity method Statement of changes in property, plant and equipment Statement of changes in accumulated depreciation and impairment of property, plant and equipment Statement of changes in right-of-use assets Statement of changes in accumulated depreciation of right-of-use assets Statement of changes in intangible assets Statement of deferred income tax assets Statement of short-term borrowings Statement of short-term notes payable Statement of financial liabilities at fair value through profit or loss - current Statement of notes payable (including related parties) Statement of accounts payable (including related parties) Statement of other payables Statement of provision for liabilities - current Statement of other current liabilities Statement of long-term loans Statement of lease liabilities Statement of deferred income tax liabilities Statement of profit and loss items Statement of operating revenues Operating costs Statement of marketing expenses Statement of administrative expenses Research and development expenses Statement of other income and expense net Statement of Finance Costs Statement of labor, depreciation and amortization by function. |
S T A T E M E N T I N D E X |
|---|---|
| Statement 1 Statement 2 Statement 3 Statement 4 Statement 5 Statement 6 Note 16 Note 17 Statement 7 Statement 8 Note 13 Note 13 Note 14 Note 14 Note 15 Note 27 Statement 9 Statement 10 Note 7 Statement 11 Statement 12 Note 20 Note 22 Statement 13 Statement 14 Note 14 Note 27 Statement 15 Statement 16 Statement 17 Statement 17 Statement 17 Note 26 Note 26 Statement 18 |
- 158 -
De Licacy Industrial Co., Ltd. Statement of Cash
December 31, 2020
Statement 1
Unit: NT$1,000 (but the unit price is NTD)
| Item Cash in hand and working capital Bank Deposits Checks and Demand Deposits-New Taiwan Dollars Foreign currency demand deposits (Note) |
Amount | |
|---|---|---|
| $ 410 170,771 170,176 340,947 $ 341,357 |
Note:USD$5,975,240 (based on USD$1=$28.48) and JPY$2,212 (based on JPY$1=0.2763).
- 159 -
De Licacy Industrial Co., Ltd.
Statement of financial assets at fair value through profit or loss - current
December 31, 2020
Statement 2
Unit: NT$1,000
(but the unit price is NTD)
| Name of Financial Product Funds Hua Nan -SaudiArabian National Oil Fund |
Shares 285,000 |
Amount $ 9,387 |
Acquisition Costs $ 10,000 |
Fair Value Unit Price Total Amount 32.94 $ 9,387 |
Fair Value Unit Price Total Amount 32.94 $ 9,387 |
Provision of guarantees orpledges |
|
|---|---|---|---|---|---|---|---|
| Unit Price 32.94 |
|||||||
| none |
- 160 -
De Licacy Industrial Co., Ltd. Statement of financial assets at amortized cost – current December 31, 2020
Statement 3
Unit: NT$1,000 (but the unit price is NTD)
| Item Taiwan Dollar Demand Deposit Taiwan Cooperative Bank Foreign Currency Demand Deposit (Note 1) O-Bank Taiwan Dollar Time Deposit Mega Bank Taiwan Cooperative Bank Foreign Currency Time Deposits (Note 2) O-Bank DBS Bank Limited Taishin Bank First Commercial Bank Hua Nan Commercial Bank Mega Bank Bank Sinopac Co. Ltd. Entie Commercial Bank, Ltd. E.Sun Commercial Bank., Ltd. |
Annual interest rate( %)0.07 0.09 0.27 ~0.530.25 0.3 0.3 ~0.370.27 0.38 ~0.60.28 ~0.370.39 ~0.50.31 |
Period 2020.12.28 ~2021.01.282020.12.01 ~2021.05.012020.07.14 ~2021.02.282020.10.16 ~2021.01.162020.10.23 ~2021.01.222020.11.27 ~2021.03.092020.10.20 ~2021.02.022020.07.05 ~2021.06.162020.10.29 ~2021.03.082020.12.09 ~2021.03.232020.12.28 ~2021.03.28 |
Amount | |
|---|---|---|---|---|
| $ 30,016 272,177 8,000 13,500 21,500 841,882 85,440 99,680 231,235 304,454 179,424 153,792 48,416 421,670 2,365,993 $ 2,689,686 |
Note 1: USD $9,556,773 (calculated based on USD $1=$28.48) Note 2: USD$83,075,610 (calculated based on USD$1=$28.48)
- 161 -
De Licacy Industrial Co., Ltd.
Statement of Notes receivable(including related parties)
December 31, 2020
Statement 4
Unit: NT$1,000
| CompanyName Non-related party Shin Yuan Limited GIANT TEXTILE ENTERPRISE CO., LTD. WEI HSU CO., LTD. Other (Note) Related Party Lucky Unique Enterprise Company Tung Ming Company Other (Note) |
Amount | |
|---|---|---|
| $ 13,052 4,514 3,243 5,623 $ 26,432 $ 21,394 2,533 1,225 $ 25,152 |
Note : The balance of each account included does not exceed 5% of the total amount of each subject.
- 162 -
De Licacy Industrial Co., Ltd.
Statement of accounts receivable net (including related parties) December 31, 2020
Statement 5
Unit: NT$1,000
| Name of Customer Non-related parties SINTEX INTERNATIONAL LTD. PT PRIMA LTD. Other (Note 1) Less: Allowance for losses Related Party Lucky Unique Enterprise Company New Lake Ltd. Chadtex Industrial Co., Ltd. Other (Note 2) |
Amount | |
|---|---|---|
| $ 141,518 29,464 226,221 397,203 50,103 $ 347,100 $ 85,961 13,947 8,627 8,359 $ 116,894 |
-
Note 1: The balance of each account included does not exceed 5% of the total accounts receivable. Of which, $30,842,000 was aged over 12 months and an allowance for loss of $30,842,000 was provided.
-
Note 2: The balance of each account included did not exceed 5% of the total
。 -
accounts receivable - related parties.
-
163 -
De Licacy Industrial Co., Ltd.
Statement of Inventories
December 31, 2020
Statement 6
Unit: NT$1,000
| Item Finished goods Work-in-progress Raw materials |
Amount | Amount | ||
|---|---|---|---|---|
| Cost $ 922,188 268,596 180,972 $ 1,371,756 |
Market Price (Note) |
|||
| $ 1,090,153 452,316 192,026 $ 1,734,495 |
Note: Market value is based on net realizable value.
- 164 -
De Licacy Industrial Co., Ltd.
Statement of changes in financial assets at fair value through other comprehensive income - noncurrent
December 31, 2020
| December | 31, 2020 | 31, 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Statement 7 Name Chia Her Industrial Co., Ltd private equity |
Beginning Shares Amount 4,975,176$ 51,294 |
Increase in the | currentperiod Amount $ 4,928 |
Decrease in the current period (Note) Shares Amount 2,709,085$ - |
Ending Shares Fair Value 2,266,091$ 56,222 |
Unit: share. NT$1000 (unit price is NTD) Accumulated loss Provision of guarantees or pledges Not applicable none |
|||||
| Shares 4,975,176 |
Shares - |
Shares 2,709,085 |
Shares 2,266,091 |
||||||||
| none |
Note: This is a capital reduction to cover the loss of Chia Her Industrial Co., Ltd.
- 165 -
D e L ic a c y I nd u s t r ia l C o . , Lt d .
S t a t e me nt o f c ha n g e s i n in v e s t me nt s a c c o u nt e d b y t h e e q u it y me t ho d
S t a t e me nt 8
Unit: NT$1,000
2 0 2 0
| Investment by equity method De Licacy (Samoa) Holding Company Tung Ming Textile Co., Ltd. Lucky Unique Enterprise Co., Ltd. De-Fa International Industrial Co., Ltd. Chadex Industrial Co., Ltd. View Best Global Limited De Licacy (BVI) Holdings Co. De Kao Trading Co., Ltd. |
Beginningb | Beginningb | alance Amount $ 2,996,495 209,427 296,499 65,462 234,874 41,637 3,063,449 9,801 $ 6,917,644 |
Increase(Decrease)in theyear Shares Amount 11,059,273 $ 320,241 ( 15,279,600) ( 258,989) ( 13,807,405) ( 166,652) - - 1,598,818 21,329 540,000 15,622 - - ( 1,200,000) ( 12,000) ($ 80,449) |
Changes in theyear | Actuarial gain or loss of defined benefits $ 837 - ( 216) - - - - - $ 621 |
Endingbalance | Amount $ 3,393,211 - 111,412 49,709 239,702 41,053 3,012,615 - $ 6,847,702 |
Market Value or Net Equity $ 3,497,273 - 111,470 49,665 239,921 41,053 3,020,823 - $ 6,960,205 |
Evaluation basis Equity Methos 〞〞〞〞〞〞〞 |
Provision of guarantees or pledges |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares 41,545,109 15,279,600 23,743,612 5,500,000 17,332,280 1,935,000 27,010 1,200,000 |
Shares 11,059,273 ( 15,279,600) ( 13,807,405) - 1,598,818 540,000 - ( 1,200,000) |
Investment (loss)income ( $ 188) 7,020 7,549 ( 15,753) 3,893 ( 14,796) 107,012 ( 850) $ 93,887 |
Unrealized income/loss $ - - 2,117 - 473 (Note4) - - - $ 2,590 |
Cash Dividend $ - - ( 7,949) - ( 31,198) - - - ($ 39,147) |
Capital Surplus $ 5,410 (Note 1) 42,984 (Note 2) ( 28,150) (Note3) - 675 - - 3,049 $ 23,968 |
TreasuryStocks $ - - 12,681 - - - - - $ 12,681 |
Exchange differences on translation of financial statements of foreign operating institutions $ 70,416 ( 227) ( 3,135) - - ( 1,410) ( 157,846) - ($ 92,202) |
Unrealized gain or loss on investments in equity instruments measured at fair value through other comprehensive income $ - ( 215) ( 1,332) - 9,656 - - - $ 8,109 |
Shares 52,604,382 - 9,936,207 5,500,000 18,931,098 2,475,000 27,010 - |
Shareholding ratio( %)100 - 24.98 100 55.06 100 100 - |
|||||||||||
none〞〞〞〞〞〞〞 |
N o t e 1 : T h e d e c r e a se o f $ 8 , 0 8 4 , 0 0 0 i n t h e c a p it a l in c r e a se o f S u b s id ia r y a nd t he i n c r e a s e o f $ 1 3 , 4 9 4 , 0 0 0 i n t he r e o r g a n iz a t io n u nd e r c o m mo n c o nt r o l w e r e no t r e c o g n iz e d in p r o p o r t io n t o t he s h a r e ho ld i n g . N o t e 2 : T h e in c r e a s e o f $ 4 2 , 9 8 4 , 0 0 0 w a s d u e t o t he r e o r g a n iz a t io n u nd e r c o m mo n c o nt r o l.
N o t e 3 : T h e d e c r e a se o f $ 3 5 , 6 0 9 , 0 0 0 fo r t he r e o r g a n iz a t io n u n d e r c o m mo n c o nt r o l a n d t h e in c r e a s e o f $ 7 , 4 5 9 , 0 0 0 fo r t h e d is p o s a l o f S u b s id ia r y. N o t e 4 : O f w h ic h , $ 2 1 2 , 0 0 0 w a s r e a l iz e d fr o m t he d is p o sa l o f p r o p e r t y, p la nt a n d e q u ip me n t .
- 166 -
De Licacy Industrial Co., Ltd. Statement of short -term borrowings December 31, 2020
Statement 9
Unit: NT$1,000
| Bank Name First Commercial Bank The Shanghai Commercial & Savings Bank JIH SUN INTERNATIONAL BANK Taishin Bank Bank of Taiwan Bank Sinopac Co. Ltd. Land Bank of Taiwan Entie Commercial Bank, Ltd. Shin Kong Commercial Bank Co., Ltd. DBS Bank Limited Cathay United Bank Company Limited, Hua Nan Commercial Bank The Bank of East Asia Limited The Export-Import Bank of the Republic of China Yuanta Commercial Bank Co., Ltd. Taipei Fubon Bank KGI Commercial Bank Co., Ltd. E.Sun Commercial Bank., Ltd. Bank Of Panshin Taishin Bank Hua Nan Commercial Bank First Commercial Bank DBS Bank Limited Mega Bank O-Bank Bank Sinopac Co. Ltd. E.Sun Commercial Bank., Ltd. Taiwan Cooperative Bank Entie Commercial Bank, Ltd. |
Nature of Borrowing Credit Loans 〞〞〞〞〞〞〞〞〞〞〞〞〞〞〞〞〞〞Collateralized Borrowing 〞〞〞〞〞〞〞〞〞 |
Amount $ 207,976 50,000 50,000 75,000 50,000 80,000 20,000 240,000 50,000 135,000 80,000 260,000 150,000 60,000 150,000 97,000 100,000 30,000 50,000 1,934,976 88,000 272,000 200,000 77,000 187,000 1,013,000 140,000 40,000 290,000 370,000 2,677,000 $ 4,611,976 |
Contract Period 2020.10.06 ~2021.03.262020.12.30 ~2021.12.182020.11.17 ~2021.02.172020.12.07 ~2021.01.072020.11.23 ~2021.02.192020.12.28 ~2021.03.262020.10.29 ~2021.02.262020.12.28 ~2021.06.262020.12.17 ~2021.01.172020.10.15 ~2021.01.132020.12.28 ~2021.02.052020.12.18 ~2021.02.182020.11.20 ~2021.04.232020.03.27 ~2021.03.272020.08.31 ~2021.02.262020.11.04 ~2021.02.162020.11.27 ~2021.05.272020.12.17 ~2021.03.172020.10.29 ~2021.02.102020.12.07 ~2021.01.072020.12.04 ~2021.01.042020.11.27 ~2021.02.262020.09.04 ~2021.03.032020.08.10 ~2021.04.192020.08.12 ~2021.02.262020.10.27 ~2021.03.262020.12.30 ~2021.03.302020.06.29 ~2021.02.072020.12.09 ~2021.03.23 |
Interest rate range(%)1.35 ~1.401.41 1.40 1.3 1.4 1.20 1.20 1.17 1.25 1.10 1.20 1.22 1.31 0.79 1.33 1.30 1.23 1.15 1.41 1.00 1.13 1.05 1.00 1.10 ~1.201.01 ~1.111.00 ~1.020.83 1.4 0.85 |
Lines of credit 270,000 50,000 50,000 75,000 50,000 80,000 50,000 240,000 50,000 150,000 80,000 260,000 150,000 80,000 150,000 100,000 100,000 50,000 50,000 100,000 274,000 200,000 500,000 330,000 1,200,000 200,000 300,000 300,000 600,000 |
Endorsement or Guarantee | |
|---|---|---|---|---|---|---|---|
The Chairman of the Company is the guarantor.〞〞〞〞〞〞〞〞〞〞〞〞〞〞〞〞〞〞Time deposits 〞〞〞〞〞〞〞〞〞 |
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Unit: NT$1,000
Statement 10
De Licacy Industrial Co., Ltd.
Statement of short-term notes payable
December 31, 2020
| Guarantee or Acceptance Agency Grand Bills Finance Corp. Taiwan Cooperative Bills Finance Corp. China Bills Finance Corp. Mega Bills Finance Co. Ltd. Dah Chung Bills Finance Corp. Da Ching Bills Finance Corp. Taiwan Finance Corp International Bills Finance Corp. O-Bank |
Period 2020.11.20 ~2021.01.292020.12.25 ~2021.02.232020.12.04 ~2021.01.042020.11.05 ~2021.01.042020.12.11 ~2021.02.042020.12.18 ~2021.02.262020.09.18 ~2021.01.082020.10.07 ~2021.01.052020.12.21 ~2021.03.19 |
Discount Rate(annual)(%)0.500 0.902 0.400 0.852 0.850 1.040 1.140 0.650 0.330 |
Amount | ||||
|---|---|---|---|---|---|---|---|
| Issuin Amount $ 50,000 100,000 50,000 50,000 50,000 50,000 50,000 50,000 260,000 $ 710,000 |
Unamortized ticket discount ( $ 20 ) ( 133 ) ( 3 ) ( 5 ) ( 41 ) ( 81 ) ( 28 ) ( 5 ) ( 183) ($ 499) |
CarryAmount | |||||
| ( ( ( ( ( ( ( ( ( ( |
$ 49,980 99,867 49,997 49,995 49,959 49,919 49,972 49,995 259,817 $ 709,501 |
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De Licacy Industrial Co., Ltd.
Statement of notes payable (including related parties)
December 31, 2020
Statement 11
Unit: NT$1,000
| CompanyName Non-related parties JEAN WAN INTERNATIONAL CO., LTD. Rui Chong Limited Farsmart Co. Ltd. Hsinjung Fiber Industry Co., Ltd SUN WAN INTERNATIONAL CO., LTD. Other (Note) Related Party Lucky Unique Enterprise Company Tung Ming Company |
Amount | |
|---|---|---|
| $ 6,873 6,523 5,030 3,732 3,490 35,557 $ 61,205 $ 22,197 10,009 $ 32,206 |
Note: The balance of each account included does not exceed 5% of the total Notes Payable.
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De Licacy Industrial Co., Ltd.
Statement of Accounts Payable(including related parties)
December 31, 2020
Statement 12
Unit: NT$1,000
| CompanyName Non-related party YI SHIN TEXTILE INDUSTRIAL CO., LTD. Other (Note) Related Party New Lake Ltd. Tung Ming Company Lucky Unique Enterprise Company Chadtex Industrial Co., Ltd. |
Amount | |
|---|---|---|
| $ 18,542 76,367 $ 94,909 $ 43,685 29,156 8,134 2,896 $ 83,871 |
Note: The balance of each account included does not exceed 5% of the total accounts payable.
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De Licacy Industrial Co., Ltd.
Statement of other current liabilities
December 31, 2020
Statement 13
Unit: NT$1,000
| Item Receipts in suspense Receipts in lieu Other (Note) |
Amount | |
|---|---|---|
| $ 45,004 4,632 1,593 $ 51,229 |
Note: The individual balances included do not exceed 5% of other total current liabilities.
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De Licacy Industrial Co., Ltd. Statement of Long-term Loans December 31, 2020
Unit: NT$1,000
Statement 14
| Bank Name The Export-Import Bank of the Republic of China The Export-Import Bank of the Republic of China O-Bank Hua Nan Commercial Bank Mega Bank O-Bank(Lead bank of syndicated loan) O-Bank(Lead bank of syndicated loan) Less: syndicated loan organizing fees |
Summary Mortgage loan Credit loan 〞〞〞Syndicated loan Commercial paper guarantee for syndicated loans |
Endingbalance $ 12,000 240,000 250,000 293,400 88,000 1,400,000 799,932 3,083,332 4,653 $ 3,078,679 |
Expiry Amount within 1year $ 1,333 80,000 - 12,158 3,667 176,000 - 273,158 - $ 273,158 |
Amount over than 1 year $ 10,667 160,000 250,000 281,242 84,333 1,224,000 799,932 2,810,174 4,653 $ 2,805,521 |
Contract Period 2020.11.27 ~2024.08.152017.01.19 ~2025.03.202019.05.22 ~2029.07.092019.08.20 ~2029.11.122020.10.08 ~2025.10.082019.02.22 ~2024.02.222020.10.16 ~2021.01.08 |
Interest Rate(%) 0.63 1.39 ~1.500.21 0.65 ~1.31.39 1.797 0.85 |
Mortgage orguarantee | |
|---|---|---|---|---|---|---|---|---|
| Machinery and Equipment The Chairman of the Company is the guarantor 〞〞〞〞〞 |
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De Licacy Industrial Co., Ltd.
Statement of Operation Income
2020
Statement 15
Unit: NT$1,000
| Item Sales Revenue Finished Fabric Yarn and processed yarn Garments and garment substrates Dyeing auxiliaries, pulp and main materials Processing revenue Less: Sales returns Sales Discount Net amount |
Quantity 31,685,000 yards 1,836,000 kg 747,000 pieces 186,000 kg 193,000 yards |
Amount | |
|---|---|---|---|
| $ 2,751,542 221,690 69,470 8,917 3,051,619 3,591 3,055,210 17,779 31,791 $ 3,005,640 |
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De Licacy Industrial Co., Ltd.
Statement of Operating Cost
2020
Statement 16
Unit: NT$1,000
| Item Beginning Materials Add: Current year material imports Recovery of decline and slow-moving inventory Less: Inventory loss Sale of raw materials Ending raw materials Transfer to research and development expenses Transfer to manufacturing costs Direct raw material consumption Direct Labor Manufacturing Costs Add: Processing costs Less: Transferred research and development costs Manufacturing Costs Add: Beginning work-in-progress Current year shipments Transfer of finished goods Gain on reversal of inventory decline and slowness Less: Inventory losses Sale of work in progress Ending work-in-progress Transfer to research and development expenses Transfer to marketing expenses Transfer to administrative expenses Transfer to manufacturing costs Cost of finished goods Add: Beginning finished goods Current year shipments Less: Ending finished goods Inventory loss Transfer to work-in-progress Transfer to marketing expenses Transfer to research and development expenses Transfer to manufacturing costs Loss on decline and slow-moving inventory Cost of production and sales Cost of raw materials and work-in-process sold Unallocated fixed manufacturing costs Underlying revenue Inventory losses Loss on decline in value of inventories Total operating costs |
Amount | |
|---|---|---|
( |
$ 157,741 1,080,644 317 1 150,247 180,972 3,377 30,397 873,708 203,137 577,175 283,992 2,968 1,935,044 278,862 23,378 1,989,975 105 62 64,284 268,596 1,387 10 131 1,173 3,891,721 857,714 726,155 922,188 13 1,989,975 8,424 11,095 86 24,047 2,519,762 214,531 49,874 582 ) 76 23,625 $ 2,807,286 |
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Unit: NT$1,000
De Licacy Industrial Co., Ltd. Statement of operation expense 2020
Statement 17
| Salary Shipping Expenses Research fees Depreciation Representation fees Export expenses Insurance expenses Labor costs Donations Expected credit impairment loss Other (Note) |
Summary Salaries, bonuses and overtime fees, etc. Land, sea and air freight expenses, etc. Product development expenses Depreciation of property, plant and equipment and right- of-use assets Expenses related to business development Inspection and testing fees, etc. Labor and health insurance fees, etc. Accountant's auditing fee and stock agency service fee Donation to Educational Foundation |
Marketing Expense $ 45,011 50,479 - 14,249 11,266 16,254 4,852 - - - 39,813 $ 181,924 |
Administratio n Expense $ 31,890 344 - 4,618 5,121 - 5,285 10,501 6,340 - 35,176 $ 99,275 |
R&D expense $ 54,319 630 28,431 3,768 83 - 6,001 80 - - 29,766 $ 123,078 |
Expected credit impairment loss $ - - - - - - - - - 33,378 - $ 33,378 |
Total | ||
|---|---|---|---|---|---|---|---|---|
| $ 132,220 51,453 28,431 22,635 16,470 16,254 16,138 10,581 6,340 33,378 104,755 $ 437,655 |
Note: The amount of each item does not exceed 5% of the amount of this account
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De Licacy Industrial Co., Ltd. Statement of labor, depreciation and amortization by function.
Statement 18 Unit: NT$1,000
| Employee Benefits Payroll Labor and Health Insurance expense Pension Remuneration to directors Other Depreation Amortization |
2020 | Total $ 385,527 43,155 17,467 4,151 16,245 $ 466,545 $ 135,352 93 |
2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operation Cost $ 258,458 27,649 9,052 - 9,206 $ 304,365 $ 112,717 - |
Operation Expense $ 127,069 15,506 8,415 4,151 7,039 $ 163,180 $ 22,635 93 |
Operation Cost $ 298,645 27,943 8,925 - 9,539 $ 345,052 $ 101,690 - |
Operation Expense $ 160,503 16,132 8,791 13,500 7,470 $ 206,396 $ 16,566 148 |
Total | ||||||||
| $ 459,148 44,075 17,716 13,500 17,009 $ 551,448 $ 118,256 148 |
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Note: The number of employees for the current year and the previous year were 829 and 852, respectively, of which the number of directors who were not also employees in 2020 and 2019 were 4 and 5, respectively.
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(1) The average employee benefit expense for the year was $56 0,000 ("Total employee benefit expense for the year - Total director's remuneration"/"Number of employees for the year - Number of directors who are not concurrent employees"). The average employee benefit expense for the previous year was $635,000 ("Total amount of employee benefit expense for the previous year - Total amount of directors' remuneration" / "Number of employees for the previous year - Number of directors who were not also employees").
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(2) The average employee sala ry expense for the year was $46 7,000 (Total salary expense for the year / "Number of employees for the year - Number of directors who were not also employees"). The average employee salary expense for the previous year was $542,000 (Total salary expense for the previous year / "Number of employees for the previous year - Number of directors who were not also employees").
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(3) Change in average emp loyee salary cost adjustment (1 4%) ("Average employee salary cost for the current year - Average employee salary cost for the previous year"/ Average employee salary cost for the previous year).
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(4) The Company's employee compensation policy is to provide employees with compensation and benefits that are above the industry average. Employee compensation includes monthly salaries (including special allowances, special expenses, production bonuses, etc. for performance and production results), bonuses for the three holidays (Spring Festival, Labor Day, and Mid -Autumn Festival), and compensation based on the Company's annua l profitability (year-end bonuses). In accordance with Article 26 of the Company's Articles of Incorporation, the Company shall set aside no less than 4% of the Company's annual profits as employee compensation, and the amount and distribution method shall be recommended by the Compensat ion Committee to the Board of Directors for approval.
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(5) The chairman, vice chairman, and managers (including managers who serve as directors) of the Company shall be paid monthly in accordance with the Salary Control Act. In the event of a salary increase or a change in position during their term of office that results in an increase in compensation or the payment of a year -end bonus, the compensation committee shall consider the matter and submit it to the Board of Direct ors for a resolution. In accorda nce with Article 26 of the Company's Articles of Incorporation, the Board of Directors shall recuse itself from voting on any resolution of compensation for itself and its related parties. In accordance with Article 26 of th e Company's Articles of Incorporation, if the Company makes a profit in a year, the Board of Directors shall resolve to set aside not more than 3% of the remuneration of the directors. However, if the Company still has accumulated losses, the amount of com pensation shall be reserved in a dvance and then the remuneration to the directors shall be provided in accordance with the aforementioned percentage.
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(6) The remuneration for independent directors shall be NT$250,000 per year for each director, regardless of profit or loss.
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(7) The company has established an audit committee to replace the supervisor
-
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5. The most recent annual audited consolidated financial statements
Statement of Financial Report on Consolidation of Related Enterprises
For the year ended December 31, 2020, pursuant to the “Compilation Standards for the Consolidated Financial Statements of the Affiliated Enterprises and the Relationship Report of the Consolidated Business Report of Affiliated Enterprises”, the Company is that is required to be included in the consolidated financial statements of affiliates, is the same as the company required to be included in the consolidated financial statements under International Financial Reporting Standards 10, and if relevant information that should be disclosed in the consolidated financial report of the affiliated company has been disclosed in the former consolidated financial report of the parent-subsidiary company. Separately prepare the consolidated financial report of the related companies.
We hereby declare all details.
Company Name: De Licacy Industrial Co., Ltd. Chairman: Yeh, Chia-Ming
Date: 19 March 2021
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Lndependent Auditors’ Report
Dear the Board of Directors and Shareholders of De Licacy Industrial Co., Ltd.
Opinion
We have audited the accompanying financial statements of De Licacy Industrial Co., Ltd and its subsidiaries (the “De Licacy Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, consolidated changes in equity and consolidated cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, which is based on our and other accountants’ auditing results (please refer other matters section) and accompanying consolidated financial statements present fairly, in all material respects, the financial position of the De Licacy Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), Interpretations of IFRS (“IFRIC”), and Interpretations of IAS (“SIC”) endorsed by the Financial Supervisory Commission (“FSC”) of Taiwan, the Republic of China (“ROC”).
Basis of Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the ROC. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the ROC, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The descriptions of the key audit matter of the 2020 consolidated financial statements of the De Licacy Group are as follows:
As stated in Note 4.7 Inventories, Note 5 Impairment loss of Inventories, and Note 11 Inventories of the Consolidated Financial Statements, the amount of inventories as of December 31, 2020 amounted to NT$3,210,797,000 (hereinafter referred to as "Inventories"), accounting for 18% of the total consolidated assets.
Because the carrying amount of inventories is material to the consolidated financial statements, and the evaluation of doubtful and obsolete inventories involves significant management judgment, the evaluation of inventory doubtfulness is considered a critical review
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.
Due to the book value of inventory is significant to the overall consolidated financial reports, and the evaluation of dull and obsolete inventory involves significant judgment of the management, the evaluation of dull inventory is listed as a key audit item.
We have reviewed the reasonableness of the assessment of inventory obsolescence as follows.
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(1) To understand and evaluate the effectiveness of the design and implementation of the inventory internal control system.
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(2) To evaluate the aging of inventories at the end of the year and verify the correctness of the ageing of inventories on a sample basis, and then recalculate the appropriateness of the provision for inventory doubtfulness loss.
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(3) Conduct inventory stocktaking at the end of the year to confirm and evaluate whether the inventory is obsolete or damaged.
Other Matters
The consolodated financial statements included in the consolidated financial statements of Deloitte Touche Tohmatsu, Inc. and its investment in New Premium Enterprise Co., Ltd. Accordingly, our opinion on the consolidated financial statements referred to above, which relates to the amount of the aforementioned investment and its comprehensive income and loss, was based on the audited reports of other auditors. The above investments accounted for by the equity method amounted to $46,459,000 and $96,773,000 as of December 31, 2020 and 2019, respectively, representing less than 1% and 1% of the total consolidated assets The consolidated loss recognized under the equity method amounted to $50,314,000 and $28,489,000 for the years ended December 31, 2020 and 2019, respectively, which accounted for (22%) and (6%) of the consolidated total profit or loss.
De Licacy Industrial Co., Ltd. has prepared its individual financial statements for the years ended December 31, 2020 and 2019, and we have issued an unqualified audit report, with additional qualifications for refernce.
Management's and Governance's Responsibility for the Consolidated Financial Statements
Management's responsibility is to prepare consolidated financial statements in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations and Interpretations issued by the Financial Supervisory Commission, and to maintain such internal control relevant to the preparation of consolidated financial statements as is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management's responsibility also includes assessing the ability of the Group to continue as a going concern, the disclosure of related matters, and the adoption of the going concern basis of accounting, unless management intends to liquidate the Group or cease operations, or there is no practical alternative to liquidation or discontinuation of operations.
The governance unit (Audit Committee) of the Group has the responsibility for overseeing the financial reporting process.
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Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the ROC will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit performed in accordance with auditing standards generally accepted in the ROC, we exercise professional judgment and maintain professional skepticism throughout the audit. We are also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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4.Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
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5.Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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We have obtained sufficient and appropriate auditing evidence of the financial information of the constituent entities of the Group to express our opinions on the consolidated financial statements. We are responsible for the guidance, supervision and execution of the Group's audits and we are responsible for providing auditing opinions with the Group.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 2020 financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chao-Chin Yang and Chi-Jen Lee.
Financial Supervisory Commission Authorized No. Jin-Kuan-Chen-Sheni-Tzu No. 1060023872
Securities and Futures Commission Autnorized No. Tai-Tsai-Cheng-6-Tzu No. 0920123784
Date: 19 March 2021
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De Licacy Industrial Co., Ltd.and Subsidiaries Consolidated Balance Sheets
The Years Ended December 31, 2020 and 2019
(In thousands of New Taiwan Dollars)
| Code 1100 1110 1120 1136 1150 1160 1170 1180 1200 1210 130X 1410 1479 11XX 1517 1535 1550 1600 1755 1760 1805 1821 1840 1920 1975 1990 15XX 1XXX CODE 2100 2110 2120 2150 2160 2170 2180 2219 2220 2230 2280 2322 2365 2399 21XX 2541 2580 2570 2630 2640 2645 25XX 2XXX 3100 3110 3200 3310 3320 3350 3300 3400 3500 31XX 36XX 3XXX |
Assets Current assets Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit and loss- (Notes 4 and 7) Financial assets at fair value through other comprehensive gains and losses-current (notes 4 and 8) Financial assets at amortized cost-current (Notes 4, 9 and 38) Notes receivable (Notes 4, 10 and 28) Notes receivable-related parties (Notes 4, 10, 28 and 37) Net accounts receivable (Notes 4, 10 and 28) Accounts receivable-net amount of related parties (Notes 4, 28 and 37) Other receivables (Note 10) Other receivables-related parties (Note 37) Inventory (Notes 4, 5 and 11) Prepayments (Note 19) Other current assets (Notes 20 and 30) Total current assets Non-current assets Financial assets measured at fair value through other comprehensive gains and losses-non- current (Notes 4 and 8) Financial assets measured at amortized cost-non-current (Notes 4 and 9) Investments using the equity method (Notes 4 and 13) Property, plant and equipment (Notes 4, 14, 37 and 38) Right-of-use assets (Notes 4, 15 and 38) Investment properties (Notes 4, 16 and 38) Goodwill (Notes 4 and 17) Other intangible assets (Notes 4 and 18) Deferred tax assets (Notes 4 and 30) Deposited margin (Note 4) Net confirmed welfare assets-non-current (Notes 4 and 26) Other non-current assets (note 20) Total non-current assets Total assets Liabilities and Equity Current liabilities Short-term loans (note 21 and 38) Short-term notes payable (Note 21) Financial liabilities measured at fair value through profit and loss-current (notes 4 and 7) Notes payable (Note 22) Notes payable-related parties (Note 37) Accounts payable (Note 22) Accounts payable-related parties (Note 37) Other payables (note 23) Other payables-related parties (Note 37) Current income tax liabilities (Notes 4 and 30) Lease liabilities-current (Notes 4 and 15) Long-term loans due within one year (Notes 21 and 38) Refund liabilities-current (notes 4 and 25) Other current liabilities (Note 28) Total current liabilities Non-current liabilities Long-term bank loans (Notes 21 and 38) Lease liabilities-non-current (Notes 4 and 15) Deferred tax liabilities (Notes 4 and 30) Non-current deferred income (Notes 4 and 24) Net confirmed benefit liabilities-non-current (Notes 4 and 26) Deposit margin Total non-current liabilities Total liabilities Equity attribuSchedule to the owners of the company (Note 27) Stocks Common stocks Capital reserve Retained surplus Legal surplus reserve Special reserve Unappropriated earnings Total retained earnings Other equities Treasury stocks (note 4) Total equity of company owners Non-controlling interests (note 27) Total equity Total |
December 31 2020 |
%7 - - 16 - - 9 1 1 1 18 1 3 57 1 - 5 33 2 - - - 2 - - - 43 100 36 4 - - - 4 - 3 1 - - 2 - 1 51 18 - - - - - 18 69 22 4 2 2 1) 3 2) - 27 4 31 100 |
December 31 2019 |
|||||
|---|---|---|---|---|---|---|---|---|---|
| Amount $ 1,223,480 64,704 38,979 2,816,902 79,586 24,845 1,614,862 147,303 116,078 114,870 3,210,797 156,743 561,533 10,170,682 120,056 27,725 793,054 5,922,156 370,567 65,071 12,996 15,423 283,407 17,082 5,476 43,735 7,676,748 $ 17,847,430 $ 6,400,957 709,501 20,927 72,165 32,206 650,938 98,596 498,196 183,505 5,814 27,739 282,952 3,705 121,343 9,108,544 3,181,005 14,435 36,823 49,376 - 2,464 3,284,103 12,392,647 3,845,657 791,558 283,732 401,956 162,083) 523,605 456,503) - 4,704,317 750,466 5,454,783 $ 17,847,430 |
Amount $ 1,343,347 61,908 - 2,449,905 177,969 - 1,801,429 159,252 204,263 257,459 3,350,147 200,598 728,140 10,734,417 111,010 25,229 727,795 6,279,836 451,968 64,716 12,444 17,294 175,568 21,643 - 161,728 8,049,231 $ 18,783,648 $ 5,270,282 429,790 2,462 145,447 - 651,628 139,678 669,316 248,464 14,758 46,679 1,174,746 6,523 136,918 8,936,691 3,372,293 58,701 53,135 34,853 55,544 4,250 3,578,776 12,515,467 3,845,657 942,169 228,353 293,042 578,530 1,099,925 401,956) 12,681) 5,473,114 795,067 6,268,181 $ 18,783,648 |
% |
|||||||
( ( |
( ( |
( ( |
( |
7 - - 13 1 - 10 1 1 1 18 1 4 57 1 - 4 34 2 - - - 1 - - 1 43 100 28 2 - 1 - 4 1 4 1 - - 6 - 1 48 18 1 - - - - 19 67 20 5 1 2 3 6 2) - 29 4 33 100 |
The accompanying notes are an integral part of the individual financial statements. (Please refer to the auditors’ report of Deloitte and Touche on March 19, 2021)
Chairman: Chia-Min Yeh, Manager:Wei-Li Yeh, Accounting Manager; Yi -nung-Yu
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De Licacy Industrial Co., Ltd.and Subsidiaries Consolidated Statements of compresensive Income For the Years Ended December 31 of 2020 and 2019
(In thousands of New Taiwan Dollars) (Except Earnings (net loss) Per Share)
| Code Operating income (Note 4, 28 and 37) 4100Net sales revenue 4800Other operating income 4000Total operating income Operating costs (Notes 11, 26, 29 and 37) 5110Cost of goods sold 5900Gross Operating Income 5910Unrealized sales benefits (Note 4) 5950Gross realized operating income Operating expenses (Note 10, 26 and 29) 6100Marketing expenses 6200General and administrative expenses 6300Research and development expenses 6450Expected credit loss 6000Total operating expenses 6500Net other income and expenses (notes 29 and 37) 6900Operating income Non-operating income and expenses (Notes 4, 7, 16, 29 and 37) 7100Interest income 7190Other income 7020Other benefits and losses 7050Financial costs 7060Share of losses of affiliated companies using the equity method 7000Total non-operating income and expenses 7900Net profit before tax (net loss) 7950Income tax expense (benefits) (Notes 4 and 30) 8200Net profit (net loss) for the year |
2020 | %98 2 100 86 14 - 14 5 6 2 1 14 - - - 2 3 ) 2 ) 1) 4) 4 ) 1) 3) |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 8,407,460 187,199 8,594,659 7,350,952 1,243,707 26) 1,243,681 471,947 490,694 208,459 60,043 1,231,143 9,383) 3,155 42,886 204,648 281,461 ) 177,717 ) 83,313) 294,957) 291,802 ) 85,169) 206,633) |
Amount $ 10,533,526 386,198 10,919,724 8,865,307 2,054,417 - 2,054,417 576,654 475,357 231,949 24,314 1,308,274 55,618 801,761 54,256 123,148 52,828 ) 206,066 ) 53,384) 134,874) 666,887 52,424 614,463 |
% |
||||||
( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
( ( ( ( |
( ( |
96 4 100 81 19 - 19 5 5 2 - 12 - 7 - 1 - 2 ) - 1) 6 - 6 |
(Continued)
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(continued from the previous page)
| Code Other comprehensive income (net loss) 8310Items not reclassified to profit or loss 8311Determine the remeasurement of the benefit plan (note 26) 8316Unrealized appraisal gains and losses of equity instrument investments measured at fair value through other comprehensive gains and losses (note 27) 8320Share of other comprehensive profit and loss of affiliates using the equity method (Note 27) 8349Income tax related to items not reclassified (Note 30) Items that may be reclassified to profit and loss in the future 8361Conversion difference in the conversion of financial statements of foreign operating institutions (Note 27) 8370Share of other comprehensive profit and loss of affiliates using the equity method (Note 27) 8399Income tax related to items that may be reclassified (Notes 27 and 30) 8360 8300Other comprehensive profit and loss for the year (net after tax) 8500Total comprehensive profit and loss for the year 8600The net profit (net loss) is attribuSchedule to: 8610Owner of the company 8620Non-controlling interests 8700The total comprehensive profit and loss is attribuSchedule to: 8710Owner of the company 8720Non-controlling interests Earnings per share (net loss) (Note 31) 9710Basic 9810Dilution |
2020 | %- 1 - - 1 1 ) - - 1) - 3) 3 ) - 3) 3 ) - 3) |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount 29,226 29,573 1,548 ) 5,678) 51,573 114,464 ) 26,815 18,305 69,344) 17,771) $ 224,404) $ 207,286 ) 653 $ 206,633) $ 241,385 ) 16,981 $ 224,404) $ 0.54) $ 0.54) |
Amount 4,956 ) 65,232 - 1,038 61,314 188,358 ) 26,500 ) 39,648 175,210) 113,896) $ 500,567 $ 558,021 56,442 $ 614,463 $ 444,877 55,690 $ 500,567 $ 1.61 $ 1.60 |
% |
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| ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( |
- 1 - - 1 2 ) - - 2) 1) 5 5 1 6 4 1 5 |
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the auditors’ report of Deloitte and Touché on March 19, 2021)
Chairman: Chia-Min Yeh, Manager: Wei-Li Yeh, Accounting Manager; Yi-nung-Yu
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Stock Number:1464
De Licacy Industrial Co., Ltd.and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2020 and 2019
| Code A1 Balance at 1 January 2019 Appropriations of 2018 earnings (Note27) B1 Legal Reserve B3 Special surplus reserve B5 Cash dividends to shareholders – NT$ 0.55per share C15 Cash dividends from capital Surplus cash dividends to shareholders – NT$0.95 per share ( Note 27) . D1 Net income for the year ended December 31 2019 D3 Other comprehensive (loss) income after tax for the year ended December 31, 2019 D5 Total comprehensive (loss) income for the year ended Dec. 31 2019 E1 Issurance of ordinary shares for cash (Note 27) M1 Dividends distributed to the subsidiary and adjust capital surplus (Note 27) M3 Subsidiary liquidation and returned shares (Note 27) M5 Difference between actual acquisition of the subsidiary equity price and book value (Notes 12, 27, and 33) M7 Changes equity to the Subsidiary ownership (Notes 12, 27 and 33) O1 Cash dividends from the Subsidiary (Note 27) T1 Non-controlled equity increase(Note 27) Z1 Balance at 31 December 2019 Appropriations of 2019 earnings (Note 27) B1 Legal Reserve B3 Preferred Reserve B5 Cash dividends to shareholders - NT$1.05 per share C15 Cash Dividends from Capital Surplus to shareholders- NT$0.45 per share(Note 27) D1 Net income for the year ended December 31, 2020 D3 Other comprehensive (loss) income after tax for the year ended December 31, 2020 D5 Total comprehensive (loss) income for the year ended December 31, 2020 M3 The subsidiary on liquidation (Notes 27 and 32) M5 Difference between actual acquisition of the subsidiaries equity price and book value difference (Notes 12, 27, and 33) M7 Changes equity to the Subsidiary ownership (Notes 12, 27 and 33) O1 Cash dividends from the Subsidiary (Note 27) Q1 Other comprehensive loss /income at fair value through liquidation (Note 27) T1 Non-controlled equity increase(Note 27) Z1 Balance on 31 December 2020 |
Equityattribute to t | he Company’s owner | Grand Total $ 4,423,041 - - 184,011 ) 317,837 ) 558,021 113,144) 444,877 1,097,987 1,827 - 8,710 1,480 ) - - 5,473,114 - - 403,794 ) 173,055 ) 207,286 ) 34,099) 241,385) 32,928 675 23,918 - - 8,084) $ 4,704,317 |
(In thousands of New Taiwan Dollars, Except Dividends per Share) Non-Controlled Equity Total Equity $ 798,168 $ 5,221,209 - - - - - ( 184,011 ) - ( 317,837 ) 56,442 614,463 ( 752) ( 113,896) 55,690 500,567 - 1,097,987 - 1,827 ( 5,186 ) ( 5,186 ) ( 105,324 ) ( 96,614 ) 1,480 - ( 43,842 ) ( 43,842 ) 94,081 94,081 795,067 6,268,181 - - - - - ( 403,794 ) - ( 173,055 ) 653 ( 206,633 ) 16,328 ( 17,771) 16,981 ( 224,404) ( 189,185 ) ( 156,257 ) ( 22,004 ) ( 21,329 ) ( 23,918 ) - ( 45,663 ) ( 45,663 ) - - 219,188 211,104 $ 750,466 $ 5,454,783 |
(In thousands of New Taiwan Dollars, Except Dividends per Share) Non-Controlled Equity Total Equity $ 798,168 $ 5,221,209 - - - - - ( 184,011 ) - ( 317,837 ) 56,442 614,463 ( 752) ( 113,896) 55,690 500,567 - 1,097,987 - 1,827 ( 5,186 ) ( 5,186 ) ( 105,324 ) ( 96,614 ) 1,480 - ( 43,842 ) ( 43,842 ) 94,081 94,081 795,067 6,268,181 - - - - - ( 403,794 ) - ( 173,055 ) 653 ( 206,633 ) 16,328 ( 17,771) 16,981 ( 224,404) ( 189,185 ) ( 156,257 ) ( 22,004 ) ( 21,329 ) ( 23,918 ) - ( 45,663 ) ( 45,663 ) - - 219,188 211,104 $ 750,466 $ 5,454,783 |
(In thousands of New Taiwan Dollars, Except Dividends per Share) Non-Controlled Equity Total Equity $ 798,168 $ 5,221,209 - - - - - ( 184,011 ) - ( 317,837 ) 56,442 614,463 ( 752) ( 113,896) 55,690 500,567 - 1,097,987 - 1,827 ( 5,186 ) ( 5,186 ) ( 105,324 ) ( 96,614 ) 1,480 - ( 43,842 ) ( 43,842 ) 94,081 94,081 795,067 6,268,181 - - - - - ( 403,794 ) - ( 173,055 ) 653 ( 206,633 ) 16,328 ( 17,771) 16,981 ( 224,404) ( 189,185 ) ( 156,257 ) ( 22,004 ) ( 21,329 ) ( 23,918 ) - ( 45,663 ) ( 45,663 ) - - 219,188 211,104 $ 750,466 $ 5,454,783 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained Earnings | Unappropriated Earnings $ 241,374 20,216 ) 12,408 ) 184,011 ) - 558,021 4,230) 553,791 - - - - - - - 578,530 55,379 ) 108,914 ) 403,794 ) - 207,286 ) 23,332 183,954) - - - - 11,428 - $ 162,083) |
Other Equities | Total $ 293,042 ) - - - - - 108,914) 108,914) - - - - - - - 401,956 ) - - - - - 57,431) 57,431) 12,788 - 1,524 - 11,428 ) - $ 456,503) |
TreasuryStocks $ 12,681 ) - - - - - - - - - - - - - - 12,681 ) - - - - - - - 12,681 - - - - - $ - |
||||||||||||||
| Common Stock $ 3,345,657 - - - - - - - 500,000 - - - - - - 3,845,657 - - - - - - - - - - - - - $ 3,845,657 |
Capital Surplus $ 652,962 - - - ( 317,837 ) - - - 597,987 1,827 - 8,710 ( 1,480 ) - - 942,169 - - - ( 173,055 ) - - - 7,459 675 22,394 - - ( 8,084) $ 791,558 |
Leqal Reserve $ 208,137 20,216 - - - - - - - - - - - - - 228,353 55,379 - - - - - - - - - - - - $ 283,732 |
Special surplus reserve $ 280,634 - 12,408 - - - - - - - - - - - - 293,042 - 108,914 - - - - - - - - - - - $ 401,956 |
Exchange differences from the financial statements of foreign operatingenteritis ( $ 294,358 ) - - - - - ( 157,089) ( 157,089) - - - - - - - ( 451,447 ) - - - - - ( 74,434) ( 74,434) 12,788 - 422 - - - ($ 512,671) |
Unrealized gains or losses on financial assets at fair value through other comprehensive income $ 1,316 - - - - - 48,175 48,175 - - - - - - - 49,491 - - - - - 17,003 17,003 - - 1,102 - ( 11,428 ) - $ 56,168 |
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( ( ( ( |
( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
( |
( ( ( ( ( ( ( ( |
( ( |
( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 5,221,209 - - 184,011 ) 317,837 ) 614,463 113,896) 500,567 1,097,987 1,827 5,186 ) 96,614 ) - 43,842 ) 94,081 6,268,181 - - 403,794 ) 173,055 ) 206,633 ) 17,771) 224,404) 156,257 ) 21,329 ) - 45,663 ) - 211,104 $ 5,454,783 |
The accompanying notes are an integral part of the consolidated financial statements.
(Please refer to the auditors’ report of Deloitte and Touché on March 19, 2021)
Chairman: Chia-Min Yeh, Manager: Wei-Li Yeh, Accounting Manager; Yi-nung-Yu
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De Licacy Industrial Co., Ltd.and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31 of 2020 and 2019 (In thousands of New Taiwan Dollars)
| Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Income (Loss) before tax A20000 Adjustments for: Revenues/Expenses A20100 Depreciation A20200 Amortization A20300 Expected credit loss (gain) A20400 Financial assets and liabilities at fair value through profit or loss A20900 Financial cost A21200 Interest income A21300 Dividend income A21900 Share-Based Payment cost A22300 Share of Loss of Associates & Joint Ventures Accounted for Using Equity Method A22500 Loss (income) from liquidation of property, plant and equipment A22700 Income from liquidation of investment properties A23700 Inventory Valuation and Obsolescence Losses A23900 Unrealized sales income A24100 Unrealized foreign exchange losses A24500 Benefits from liquidation of subsidiary A29900 Allowance (reversal) for refund liability. A29900 Gains from lease amendment Changes in operating assets and liabilities A31130 Notes Receivable A31150 Accounts Receivable (include related parties) A31180 Other accounts receivable (include related parties ) A31200 Inventory A31230 Prepayments A31240 Other current assets A32130 Notes payable A32150 Accounts payable A32160 Accounts payable - stakeholders A32180 Other payables A32190 Other payables - stakeholder A32230 Other current liabilities A32240 Net confirmed welfare liability (assets) – non- current A32990 Long-term differed income A33000 Cash generated from operations A33100 Interest received A33200 Dividends received A33300 Interest paid A33500 Income tax paid AAAA Cash generated from operations (net) CASH FLOWS FROM INVESTING ACTIVITIES B00010 Acquisition of financial assets - current at fair value through other comprehensive profit or loss B00020 Liquidation of financial assets - current at fair value through other comprehensive profit or loss B00100 Acquisition of financial assets at fair value through profit or loss B00200 Liquidation of financial assets at fair value through profit or loss B00040 Acquisition of financial assets at amortized cost |
2020 $ 291,802 ) 615,814 2,073 60,043 9,740 177,717 42,886 ) 1,487 ) - 83,313 9,383 - 42,628 26 95,539 9,154 ) 1,950 ) 10 ) 14,976 58,893 56,839 ) 42,252 37,655 88,533 1,367 ) 7,761 32,879 ) 122,455 ) 9,697 19,993 ) 27,231 ) 22,829 770,819 40,590 1,487 179,579 ) 30,296) 603,021 83,563 ) 63,635 21,277 ) 24,242 10,682,165 ) |
2019 | ||
|---|---|---|---|---|
| ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 666,887 542,728 2,224 24,314 33,621 ) 206,066 54,256 ) 1,602 ) 737 53,384 55,618 ) 14,409 ) 9,264 - 13,081 - 1,077 - 54,238 183,582 ) 24,955 518,876 ) 46,779 ) 158,562 ) 43,571 ) 33,756 139,678 143,169 10,332 ) 64,878 13,605 ) 2,193) 843,430 51,664 1,602 201,963 ) 90,745) 603,988 - - 24,569 ) 15,113 18,395,760 ) |
(continued)
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(continued from the previous page)
| code B00060 Financial assets at amortized cost repayment of principal upon maturity B01800 Investments accounted for using equity method B02000 Increase in prepayments for investments B02200 Net cash flows from subsidiary acquisition B02300 Net cash flows from subsidiary liquidation B02400 Net returned payments for share from subsidiary liquidation B02700 Acquisition of property, plant and equipment B02800 Proceeds from liquidation of property, plant and equipment B03700 Increase in refundable deposits B03800 Decrease in refundable deposits B04300 Increase in other Accounts receivable – related parties B04500 Acquisition of intangible assets B05350 Acquisition of the right-of-use assets B05500 Proceeds from disposal of real estate investments B06700 Increase in prepayment for equipment B06800 Decrease in long-term receivables B07600 Received dividends from associated companies B09900 Subsidies from the right-of-use assets BBBB Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES C00100 Increase in short-term debts C00200 Decrease in short-term debts C00500 Increase in short-term notes and bills payable C00600 Decrease in short-term notes and bills payable C01600 Loan of long-term debt C01700 Repayment of long-term debt C03000 Increase in deposits received C03100 Decrease in deposits received C03600 Decrease in other payables C03700 Increase in other payables= related parties C03800 Decrease in other payables= related parties C04020 Repayment of the principal portion of lease liabilities C04500 Net cash used in financing activities C04600 Issuance of common stock for cash C05400 Issuance of Subsidiary’s common stock for cash C09900 Acquisition of ownership interests in subsidiaries CCCC Net cash generated from financing activities DDDD EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES EEEE NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS E00100 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR E00200 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2020 9,900,763 6,375 ) 34,647 ) 1,225 ) 1,801 ) - 438,271 ) 263,177 1,445 ) 2,928 8,009 ) 565 ) - 43,030 12,866 ) 1,355 7,949 - 985,130) 29,164,154 27,574,750 ) 3,948,627 3,638,916 ) 5,023,231 6,105,032 ) 6,224 8,010 ) - 175,660 181,974 ) 47,391 ) 622,512 ) - 211,104 96,279) 254,136 8,106 119,867 ) 1,343,347 $ 1,223,480 |
2019 | ||
|---|---|---|---|---|
| ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
18,038,738 22,259 ) - - - 5,285 ) 1,263,391 ) 362,256 16,796 ) 12,381 - 1,430 ) 1,629 ) - 117,386 ) 1,798 - 25,697 1,392,522) 27,027,237 26,836,058 ) 3,704,716 3,767,743 ) 12,974,615 11,911,926 ) 10,382 8,273 ) 44,500 ) 203,842 481,156 ) 43,565 ) 543,863 ) 1,097,250 94,081 21,664) 1,453,375 51,326) 613,515 729,832 $ 1,343,347 |
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the auditors’ report of Deloitte and Touché on March 19, 2021)
Chairman: Chia-Min Yeh, Manager: Wei-Li Yeh, Accounting Manager; Yi-nung-Yu
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Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In thousands of New Taiwan Dollars, unless stated otherwise)
1. Company history
De Licacy Industrial Co., Ltd. (”the Company”) was incorporated in July 1982 and engaged in manufacturing plaid cloth, blended cloth, jacquard cloth, bubble cloth, telescopic cloth, chemical fiber cloth, polyester cotton cloth, satin and other textile manufacturing dyeing and finishing processing and trading business.
The Company’s stock has been listed and traded on the Taiwan Stock Exchange since January 1997.
The currency used in the consolidated financial statements is New Taiwan Dollars.
2. The date and procedures for passing the financial report
The consolidated financial statements were approved by the Corporation’s board of directors on March 15, 2021.
3.Application of newly issued and revised standards and interpretations
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(1)Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of (IFRIC), and Interpretation announcement (SIC), (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC), which did not have any material impact on the Company’s accounting policies:
-
(2)The IFRSs endorsed by the FSC for application starting from 2021
Effective Date New IFRSs Announced by IASB Amendment to IFRS 4 “application to IFRS 9 - Effective from issuing date temporally exemption for extension” Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, The Corporation shall apply these and IFRS 16 “Interest Rate Benchmark amendments for annual reporting Reform – the second stage” period beginning on or after January 1, 2021. Amendment to IFRS 16 “COVID-19-related rent The Corporation shall apply these concessions” amendments for annual reporting period beginning on or after June 1, 2020.
As of the date the financial statements were authorized for issue, the combined company continues in evaluating the impact on its financial position and financial performance as a result of the initial adoption of the related standards or interpretations. The related impact will be disclosed when the Company completes the evaluation.
(3)New IFRSs in issue but not yet endorsed and issued into effect by the FSC
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Effective Date Announced by IASB New IFRSs (Note 1) “Annual improvement for the 2018-2020 period” January 1 2022 (Note 2) Amendment to IFRS 3 ” Updating a Reference to the Conceptual Framework” January 1 2022 (Note 3) Amendments to IFRS 10and IAS 28 “ To be confirmed Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contract” January 1 2023 Amendments to IFRS 17 January 1 2023 Amendments to IAS 1 “Classification of Liabilities as January 1 2023 Current or Non-current” Amendment to IAS 1” Disclosure of Accounting Policies” January 1 2023(Note 6) Amendment to IAS 8 “Accounting Estimates Definitions” January 1 2023(Note 7) Amendment to IAS 16 “Property, Plant and Equipment — January 1 2022(Note 4) Proceeds before Intended Use” Amendment to IAS 37 “Onerous Contracts — Cost of January 1 2022(Note 5) Fulfilling a Contract”
Note1 :Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
-
Note2:IFRS 9 Amendments will be applied to the exchange of financial liabilities or modification of terms that occur during the annual report period after January 1, 2022; IAS 41amendments "Agriculture" will be applied to fair value measures for the annual report period after January 1, 2022. IFRS 1amendments "First adoption of IFRSs" will be applied retroactively to the annual report period after January 1, 2022.
-
Note3: The Corporation shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020.
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Note4: This amendment applies to plant, property and equipment in the location and condition necessary to achieve management's intended operation mode after January 1, 2021.
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Note5: This amendment will be applied to contracts that have not fulfilled all their obligations as at 1 January 2022
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Note6: The Company shall apply these amendments postponed for annual reporting periods beginning on or after January 1, 2023.
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Note7: This amendment applies to changes in accounting estimates and changes in accounting policies that occur in the beginning annual report period after January 1, 2023.
As of the date of the consolidated financial statements were authorized for issue, the combined company is still evaluated that no significant impact on its financial position and financial performance is anticipated as a result of the initial adoption of the other standards or interpretations.
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4. Summary explanation of major accounting policies
- (1)Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.
- (2)Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis, except for financial instruments that are measured at fair value and net defined benefit liabilities (assets) recognized at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
-
1) Level 1 input is quoted prices (unadjusted) in active markets for identical assets or liabilities.
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2) Level 2 inputs are inputs other than quoted prices included within Level 1 that ar e observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
-
3) Level 3 inputs are unobservable inputs for an asset or liability.
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(3) Classification of current and noncurrent assets and liabilities
Current assets include:
-
1)Assets held primarily for the purpose of trading;
-
2)Assets expected to be realized within 12 months after the reporting period; and
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3)Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period
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Current liabilities include:
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1)Liabilities held primarily for the purpose of trading;
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2)Liabilities due to be settled within 12 months after the reporting period; and
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3)Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current
- (4)Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries). The consolidated income statement is included in the operating profit and loss of the acquired or disposed subsidiary at the current date of acquisition or until the date of disposition.When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by consolidated companie.All intra-company transactions,
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balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When the merging company's changes in the ownership and equity of the subsidiary do not result in the loss of control, it is treated as an equity transaction. The carrying amount of the consolidated company and non-controlling interests has been adjusted to reflect changes in its relative equity in the subsidiary. The difference between the adjustment amount of non-controlling interests and the fair value of the consideration paid or received is directly recognized as equity and attributable to the owners of the company.
When the combined company loses control of a subsidiary, the gain or loss on disposal is the difference generated from (1) the aggregate of the fair value of the consideration received and the fair value of the remaining investment in the former subsidiary at the date of loss of control, and (2) the aggregate total of the assets and liabilities and noncontrolling interests of the former subsidiary at the carrying amount on the date of loss of control. The combined company accounts for all amounts recognized in other comprehensive income or loss related to the subsidiary on the same basis as the combined company must follow for the direct disposal of the related assets or liabilities.
The remaining investment in a former subsidiary is recognized as the original investment in related companies based on the fair value on the date of loss of control.
See Note 12, Schedule 7 and Schedule 8 for detailed information on subsidiaries (including percentages of ownership and main businesses).
(5)Business Combinations
The business combinations follow the acquisition laws. The related acquisition -related costs are included as expenses in the period of cost occurrence and labor acquisition.
Goodwill is measured at the fair value of the transfer consideration and the total fair value of the acquirer's previously held interest in the acquirer at the date of the acquisition, in excess of the net amount of identifiable assets and liabilities acquired at the date of the acquisition.
- (6)Foreign currencies
In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of
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non-monetary items in respect of which gain and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction (i.e., not recalculated).
For the purpose of presenting the consolidated financial statements, the functional currencies of its foreign operations are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Company and non-controlling interests as appropriate).
If the combined company disposes of all the interests of a foreign operation, or disposes of some interest of a subsidiary of a foreign operation but loses control, or disposes of a related company of a foreign operation after the retained interests are financial assets and treated in accordance with the accounting policies of financial instruments, all accumulated foreign exchange differences attributed to the owners of the Company and related to the foreign operations will be re-classified to profit or loss.
- (7) Inventories
Inventories consist of raw materials, work in progress( including outsourced) and finished goods , and are stated at the lower of cost or net realizable value. Inventory writedowns are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weightedaverage cost on the balance sheet date.
(8)Investments in associates and joint venture
An associate is an entity over which the combined companies have significant influence, and which are neither a subsidiary nor an interest in a joint venture.
The combined companies use the equity method to account for its investments in associates.
Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the combined companies’ share of the profit or loss and other comprehensive income of the associate. The combines companies also recognize the changes in the combined companies’ share of the equity of associates.
The entire carrying amount of an investment is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
When the combined companies transact with its associate, profits and losses resulting from the transactions with the associate are recognized in the combined companies consolidated financial statements only to the extent of interests in the associate that are not related to the combined companies.
-
(9)Property, plant, and equipment
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Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation.
Property, plant and equipment in the course of construction are measured at cost. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.
Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. If their respective lease terms are shorter than their useful lives, such assets are depreciated over their lease terms. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
(10) Investment properties
Investment properties are properties held to earn rental and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation. Straight-line basis depreciation of investment real estate.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.
(11) Goodwill
Goodwill arising from the acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment loss.
To impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual year, that unit shall be tested for impairment before the end of the current annual year. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.
- (12) Intangible assets
1.Intangible assets acquired separately.
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on
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a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.
2.Derecognition of intangible assets
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
- (13) prope Impairment of property, plant and equipment, right-of-use asset, and intangible assets excluding goodwill.
At the end of each reporting period, the combined companies review the carrying amounts of its property, plant and equipment, right-of-use asset and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the combined companies estimate the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
(14) Financial instruments
Financial assets and financial liabilities are recognized when the Combined companies becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attribuSchedule to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attribuSchedule to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
1. Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
(1) Measurement categories
Financial assets are classified into the following categories: financial assets at amortized cost and investments in equity instruments at FVTOCI.
- A. Financial assets at Fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets measured at fair value through profit or loss on a mandatory basis. Financial assets
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at fair value through profit or loss include investments in equity instruments that are not designated as at fair value through other comprehensive income.
Financial assets at fair value through profit or loss are measured at fair value with dividends and interest recognized in other income and interest income, respectively, and gains or losses arising from remeasurement recognized in other gains and losses. For the determination of fair value, please refer to Note 36
- B. Financial assets carried at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
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.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, financial assets at amortized cost, notes and accounts receivable (net) and other receivables at amortized cost, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
-
a)Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit adjusted effective interest rate to the amortized cost of such financial assets; and
-
b)Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
A financial asset is credit impaired when one or more of the following events have occurred:Significant financial difficulty of the issuer or the borrower;Breach of contract, such as a default;It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or The disappearance of an active market for that financial asset because of financial difficulties.
Cash equivalents include time deposits with original maturitie s within 3months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are heldfor the purpose of meeting shortterm cash commitments.
C.Investments in equity instruments at FVTOCI
On initial recognition, the Combined companies may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
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Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will beransferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Combined companies’ right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
(2) Impairment of financial assets
The Combined companies recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivable).
The Combined companies always recognizes lifetime expected credit losses (ECLs) for accounts receivable. For all other financial instruments, the Combined companies recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Combined companies measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on afinancial instrument that are possible within 12 months after the reporting date. For internal credit risk management purposes, the Combined companies etermines that internal or external information which shows that the debtor is unlikely to pay its creditors would indicate that a financial asset is in default(without taking into account any collateral held by the Combined companies).
The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account.
- (3) Derecognition of financial assets
The Combined companies derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, thedifference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
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Financial liabilities
-
(1) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest
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method.
(2) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognizedand the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
3. Derivative instruments
The derivative instruments which are entered into by The combined company are exchange rate swap contract to manage the exchange rate risk of The combined company.
Derivative instruments are originally recognized at fair value at the time of signingthe derivative instruments contract, and are subsequently re-measured at fair value at the balance sheet date. When the fair value of derivative instruments is positive, it is then classified as a financial asset; when the fair value is negative, it is then classified as a financial liability.
(15) Treasury Stocks
The subsidiary holds the shares of the parent company on the basis of the book value of the parent company when the subsidiary becomes a subsidiary.
(16) Provisions
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
(17) Revenue recognition
The combined company allocates the transaction price to each contractual performance obligation after the contractual performance obligation is identified in the customer contract and recognized revenue when each performance obligation is satisfied.
Sales Revenue
Sales revenue comes from the sale of long and short fiber fabrics. The combined company recognizes revenue and accounts receivable at the time when the customer has the right to set the price and use the products and has the primary responsibility for re-selling the products and bears the risk of obsolescence of the products when the trade terms are fulfilled.
Therefore, no revenue is recognized when the product is in de-materialization process.
(18) Lease
At the inception of a contract, The combined company assesses whether the contract is, or contains, a lease.
1.The combined company as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
The lease payment of the operating lease is recognized as income on a
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straight-line basis during the relevant lease period. The original direct costs incurred as a result of the acquisition of a business lease are added to the carrying amount of the underlying asset and are recognized as expenses during the lease period on a straight-line basis.
2.The combined company as lessee
The Corporation recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any re-measurement of the lease liabilities.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Corporation uses the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. If the changes in lease term result in changes in future lease payments, The combined company remeasures the lease liability and adjusts the right-to-use assets relatively, provided that the book value of the right-to-use assets has been reduced to zero, the remaining measured amount is recognized in the profit and loss. Lease liabilities are expressed separately in the consolidated balance sheet.
(19) Borrowing Costs
Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
(20) Government grants
Government grants are not recognized until there is reasonable assurance that The combined company willcomply with the conditions attached to them and that the grants will be received.
Government grants related to revenue are recognized in other income on a systematic basis over the period in which the related costs intended to be reimbursed are recognized as expenses by The combined company. Government grants that are contingent on the acquisition of non-current assets by The combined company are recognized as deferred
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revenue and are transferred to other income on a systematic basis over the life of the related assets.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to The combined company with no future related costs are recognized in profit or loss in the period in which they become receivable.
(21) Employee benefits
- 1.Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
- Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
(22) Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1.Current tax
Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.
According to the Income Tax Law in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
2.Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated
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with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets 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. If investment properties measured using the fair value model are non-depreciable assets, or are held under a business model whose objective is not to consume substantially all of the economic benefits embodied in the assets over time, the carrying amounts of such assets are presumed to be recovered entirely through sale.
3.Current and deferred taxes
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
5. Major sources of uncertainty in major accounting judgments, estimates and assumptions
In the application of The combined companys’ accounting policies, management is required to make judgments, estimations, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The combined companies consider the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
Estimates and key resources of assumption uncertainty- slow-moving inventory losses
Inventory is based on the age of the stock to assess its sluggish situation, and based on historical experience to estimate the proportion of its proposed impairment amount, as the basis for assessing the loss of inventory sluggish. If future actual inventory impairment is higher than expected, significant losses may be incurred. 。
6. Explanation of important accounting items
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| Cash on hand, turnover and petty cash Bank cheques and demand deposits Cash Equivalents (Investments with an original Expiry Date of less than 3 months) Time Deposit Commercial Paper |
31 December 2020 $ 1,403 1,115,912 6,165 100,000 $ 1,223,480 |
31 December 2019 | 31 December 2019 |
|---|---|---|---|
| $ 1,625 969,902 371,820 - $ 1,343,347 |
The annual interest rate of cash equivalents on December 31, 2020 and 2019 was 0.95% to 3.3% and 0.66% to 2.25% respectively.
7. Financial Instruments at fair value through profit and loss.
| Financial assets-current Mandatory measurement at fair value through profit or loss Derivative instruments (not designated as hedge) Conversion rights of private placement convertible bonds of listed companies (Note 9) Non-derivative financial assets Domestic listed (over-the-counter) stocks Fund beneficiary certificates Financial liabilities-current Held for trading Derivative instruments (not designated as hedges) Exchange rate swap contracts (Note) |
December 31 2020 $ 52,461 2,856 9,387 $ 64,704 $ 20,927 |
December 31 2019 | December 31 2019 |
|---|---|---|---|
| $ 43,599 9,720 8,589 $ 61,908 $ 2,462 |
Note:Foreign exchange contracts with no hedging accounting applied at the balance sheet date and which have not yet due are as follows:
December 31, 2020
Contract Amount Category Currencies Expiration Period (in 1,000 dollars) Foreign exchange swap contract NTD to USD 2021.01.28 ~ 2021.08.09 NTD 679,680/USD 23,100 Foreign exchange swap contract NTD to CNY 2021.02.23 NTD 43,128/CNY 10,000 December 31 2019 Contract Amount Category Currencies Expiration Period (in 1,000 dollars) Foreign exchange contract NTD to USD 2020.02.07 ~ 2020.03.17 NTD 278,730/USD 9,200
December 31 2019
The purpose of the combined company to engage in foreign exchange transactions is mainly to avoid the risk of foreign currency assets and liabilities due to foreign exchange fluctuations.
Financial assets and liabilities at fair value through profit or loss in the years of 2020 and 2019 resulted the evaluation loss of NT$18,301,000 and evaluation benefits of NT$34,715,000 respectively, which were included under other benefits and losses in the consolidated comprehensive income statement.
– 8. Financial assets Equity instrument investment at fair value through other comprehensive profit or loss
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December 31 2020 December 31 2019
| Current Domestic Investment Shares of listed companies Common stock of Far Eastern International Commercial Bank. Noncurrent Domestic Investment Private shares of listed companies Private common shares of Chia Her Industrial Co., Ltd. Private (over-the-counter) shares Common stock of Tuntex Incorporation. |
$ 38,979 $ 120,056 - $ 120,056 |
$ - $ 109,534 1,476 $ 111,010 |
|---|---|---|
In July 2013 and May 2014, the combined company subscribed 13,980,000 and 15,873,000 shares (2,266,000 and 2,573,000 shares after the capital reduction, with a consolidated ownership of 5.902%) of Chia Her Industrial Co., Ltd..’s private placement common stock at NT$1.43 and NT$1.26 per share, respectively, for $19,991,000 and $20,000,000, respectively. Although the 3- year lock-up period has passed, the Company is still unable to complete the public offering because its past profitability does not meet the requirements for listing.
The combined company invests in the private equity of Chia Her Industrial Co., Ltd. and the common shares of Tuntex Incorporation for medium-and long-term strategic purposes. The management of The combined company believes that it would be inconsistent with the aforementioned long-term investment plan to include short-term fair value fluctuations of these investments in profit or loss. Thus, they select and designate these investments at fair value through other comprehensive profits and losses
9.Financial assets at amortized cost
| Financial assets at amortized cost | |||
|---|---|---|---|
| Current Domestic Investment Financial Product (1) Pledged Demand Deposit Pledged Time Deposit (1) Time deposits with an original maturity period of more than 3 months (1) Non-Current Domestic Investment Chia Her Industrial Co., Ltd. private equity convertible corporate bond (2) (1) Financial product interest rate range Time Deposit interest rate range |
December 31 2020 $ 13,094 323,470 2,480,338 - $ 2,816,902 $ 27,725 3.88% 0.07% ~2.2% |
December 31 2019 | |
| $ - 25,941 2,413,964 10,000 $ 2,449,905 $ 25,229 - 0.13% ~2.5% |
The financial products are non principal guaranteed and with floating interest rates.
-
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(2)In October 2018, The combined company purchased 300 three-year private placement convertible bonds of Chia Her Industrial Co. at a book value of $100,000 with a coupon rate of 4.5% and an effective interest rate of 14.66%. This investment is not transferable within three years in accordance with the relevant laws and
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regulations.
The combined company classifies its investment in corporate bonds as investment in liability instruments measured at amortized cost - non-current. Since the economic characteristics and risks of this derivative instruments are not closely related to those of the host contract, The combined company recognizes the derivative separately from the corporate bonds.
-
(3) For information on pledges of financial assets measured at amortized cost. (see Note
-
38)
-
(4)The combined company invests only in liability instruments with low credit risk as assessed by the impairment. The combined company considers the historical default loss rate and the outlook of the industry in which it operates to measure the expected credit loss over 12 months or the expected credit loss over the life of the investment in liability instruments. As the debtor has low credit risk and sufficient ability to settle the contractual cash flows, no expected credit loss has been recorded against financial assets at amortized cost as of December 31, 2020 and 2019.
10. Notes Receivable, Net Accounts Receivable, and other Accounts Receivable
- (1) Notes Receivable
Notes receivable of The combined company are all business-related.
No overdue notes receivable of The combined company on 31 December 2020 and 2019 , thus no allowance was made for losses.
- (2) Accounts Receivable
| Accounts Receivable | |||
|---|---|---|---|
| At amortized cost Total book value Less: allowance for the losses |
December31 2020 $ 1,709,214 94,352 $ 1,614,862 |
December31 2019 | |
| $ 1,839,217 37,788 $ 1,801,429 |
The average credit period of sales of goods of The combined company was 30-120 days. No interest for accounts receivable. To mitigate credit risk, The combined company's management assigns a dedicated team to determine credit limits, approve credit facilities and other monitoring procedures to ensure that appropriate actions are taken to collect overdue accounts receivable. In addition, The combined company reviews the recoverable amounts of accounts receivable on an individual case basis at the balance sheet date to ensure that appropriate impairment losses have been recorded for uncollectible accounts receivable. Accordingly, the management of the Company believes that the credit risk of The combined company has been significantly reduced.
The combined company measures the loss allowance for notes and accounts receivable at an amount equal to lifetime ECLs. The expected credit losses on notes and accounts receivable are estimated using a provision matrix by reference to the past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecasted direction of economic conditions at the reporting date. As The combined company’s historical credit loss experience does not show there are significant differences in the loss patterns of different customer groups,
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therefore, instead of further differentiating the customer groups, the provision matrix only sets the expected credit loss rate based on the number of days to establish accounts receivable.
If there is any evidence shows that the counter-party is in serious financial difficulty and The combined company cannot reasonably expect to recover the amount, for example, if the counter-party is in a liquidation process, The combined company will directly write off the related accounts receivable but will continue the recovery activities, and the recovered amount will be recognized in profit or loss.
The combined company measured the allowance for losses on accounts receivable based on the provision matrix as follows:
December 31 2020
| Less than | 90-180 | 180-365 | 365 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 90 days | days | days | days above | Total | |||||
| Expected credit loss rate | 0% | 0%~5% |
0%~100% |
0%~100% |
|||||
| Total carrying amount | $1,470,655 | $ 130,757 | $ 47,868 | $ | 59,934 | $1,709,214 | |||
| Allowance for losses | - |
( | 1,273 ) |
( 33,993 ) |
( | 59,086 ) |
( | 94,352 ) |
|
| (expected credit losses | |||||||||
| during the continuance | |||||||||
| period) | |||||||||
| Amortized cost | $1,470,655 |
$ 129,484 |
$ 13,875 |
$ | 848 |
$1,614,862 | |||
| December 31 2019 | |||||||||
| Less than | 90-180 | 180-365 | 365 | ||||||
| 90 days | days | days | days above | Total | |||||
| Expected credit loss rate | 0%~2% |
0%~100% |
0%~100% |
48%~100% |
|||||
| Total Carrying amount | $1,619,056 | $ 154,936 | $ 32,825 | $ | 32,400 | $1,839,217 | |||
| Allowance for losses | ( | 1,126 ) |
( | 2,776 ) |
( 17,014 ) |
( | 16,872 ) |
( | 37,788 ) |
| (expected credit losses | |||||||||
| during the continuance | |||||||||
| period) | |||||||||
| Amortized cost | $1,617,930 |
$ 152,160 |
$ 15,811 |
$ | 15,528 |
$1,801,429 |
Information on the changes in the allowance for losses on accounts receivable is as follows.
| Beginning Balance Add: Impairment loss for the year Less: Actual write-off for the year Subsidiary Disposal Foreign exchange difference Ending Balance |
2020 $ 37,788 60,043 3,605 207 ) 333 $ 94,352 |
2019 | ||
|---|---|---|---|---|
( |
( |
$ 27,454 24,314 13,406 - 574) $ 37,788 |
Please see the Note 36-5 - Financial Assets transfer information for the amount and related terms of The combined company's transfer of accounts receivable.
(3) Other Receivables
| Other Receivables | |||
|---|---|---|---|
| Proceeds from Sale of Equipment Proceeds from sales of investment fixed property Proceeds from sale of right-of-use asset Government Grants Others |
December 31 2020 $ 20,554 7,452 13,199 8,817 66,056 $ 116,078 |
December 31 2019 | |
| $ 60,123 50,482 13,199 - 80,459 $ 204,263 |
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11. Inventory
| .Inventory | |||||
|---|---|---|---|---|---|
| Finished Products Work-in-progress Raw materials work-in-progress materials - outsourced Natures of cost of goods sold: Cost of inventory sold Loss for market price decline and obsolete and slow-moving inventories Unallocated Manufacturing Costs (Note) Other |
December 31 2020 $ 1,810,813 807,249 586,119 6,616 $ 3,210,797 2020 $ 7,254,036 42,628 53,118 1,170 $ 7,350,952 |
December 31 2019 | |||
| $ 1,783,568 893,788 659,884 12,907 $ 3,350,147 2019 |
|||||
| $ 8,833,327 9,264 15,211 7,505 $ 8,865,307 |
Note: Unallocated manufacturing costs include expenses related to the shutdown period due to the impact of the COVID-19 outbreak.
12. Subsidiary
Subsidiaries included in Consolidated Financial Statements
The main elements of the consolidated financial statements are as follows:
| Name of Investment Company The Company Tung Ming Company De Licacy Samoa Company |
Name of Subsidiary De Licacy (Samoa) Holdings Company (De Licacy Samoa Company) Tung Ming Textile Co., Ltd. (Tung Ming Company) De-Fa International Industrial Co., Ltd. (De Fa Company) Chadtex Industrial Co., Ltd. (Chadtex Company) Lucky Unique Enterprise Co., Ltd. (Lucky Unique Enterprise Company) British Virgin Islands De Licacy HoldingsLimited (De Licacy BVI Holdings Company) View Best GlobalLimited (View Best Global Company) De Kao Trading Co., Ltd. (De Kao Company) Lucky Unique Enterprise Company Bright Wisdom Holdings Ltd. (Bright Wisdom Ltd.) Vantage Gain Holdings Limited (Vantage Gain Limited ) Best Alliance International Limited (Best Alliance Limited ) Hao Wan InvestmentLimited (Hao Wan Company) De Licacy (Anguilla) Holdings Co Ltd (De Licacy Anguilla Company) De Hong Holdings Co., Ltd. (De Hong Company) New Lake Ltd. (New Lake Company) |
Business Type General Investment Manufacture, processing and trading of chemical fibers General Import and Export Trade Manufacturing and sales of finished long-fiber fabrics Manufacture and processing of various fiber textiles General Investment General Investment General Import and Export Trade Manufacture and processing of various fiber textiles General Investment General Investment General Investment General Investment General Investment General Investment General Import and Export Trade |
Percentage of shareholding( %)December 31 2020 December 31 2019 100 100 - 91.28 100 100 55.06 50.41 - 59.7 100 100 100 100 - 60 - 1.22 - 5.22 73.33 73.33 100 100 - 100 100 100 50 50 100 100 |
Note |
|---|---|---|---|---|
| December 31 2020 100 - 100 55.06 - 100 100 - - - 73.33 100 - 100 50 100 |
||||
| (1) (2) (3) (4) (5) (6) (7) (4) (8) (9) (11) (12) (13) |
(Continued)
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(continued from the previous page )
| Name of Investment Company Hao Wang Company De Licacy BVI Holding Company Der Sheng Cayman Company De Hong Company Best Alliance International Limited Eden Road Company Lucky Unique Enterprise Company Bright Wisdom Ltd. Lucky Apex Ventures Limited ---- |
Name of Subsidiary Deli Star International Limited (Deli Star Limited ) Beauty Plus Ventrues Limited (Beauty Plus limited ) Chang Sin Lucky Unique Enterprise TextileLimited (Chang Sin Lucky Unique Enterprise Company) De Shen (Cayman) Holdings Co., Ltd. Company (De Shen Cayman Company) Vietnam De Licacy Enterprise LiabilitiesLimited (Vietnam De Licacy Company) De Hong International Co., Ltd. (Vietnam) (De Hong (Vietnam) Company) Hangzhou De Licacy TextileLimited (Hangzhou De Licacy Company) Eden Road InternationalLimited (Eden Road Company) Bright Wisdom Ltd. Hong Kong Eden Road InternationalLimited (Hong Kong Eden Road Company) Bright Wisdom Ltd. Gain Faith Investments Ltd (Gain Faith Ltd ) E Textile Co .,Ltd. (E Textile Company) De Kao Company Tung Ming Company Total Express Ltd. Apex Textile Co., Ltd (Apex Textile Company) Lucky Apex Ventures Limited Futures co., Ltd (Futures Company) Apex (Anqing) Textile Co., Ltd (Apex (Anqing) Company) Thousand Well International Limted (Thousand Well Company) Fastpower Limited (Fastpower Limited ) Thousand Well (Samoa) International Limted (Thousand Well (SAMOA) Company) Fastpower (Samoa) Limited (Fastpower (Samoa) Limited) |
Business Type General Investment General Investment Manufacture, dyeing and sales of various high- quality fabrics and textiles General Investment Printing, dyeing, finishing, garment manufacturing and trading of various textile and yarn materials Printing and finishing of various types of garments and cloths Production and sales of long and short fiber fabric processing and finishing General Import and Export Trade General Investment General Import and Export Trade General Investment General Investment Manufacture and processing of various fiber textile products General Import and Export Trade Manufacture, processing, and trading of chemical fibers International Trade Business Manufacture and sale of textile products and dyeing and finishing General Investment General Import and Export Trade Manufacture and sale of various high-quality fabrics and textiles International Trade Business International Trade Business International Trade Business International Trade Business |
Percentage of shareholding( %)December 31 2020 December 31 2019 - - 85 85 - 100 100 100 100 100 100 100 100 100 100 100 53.22 45.85 100 - - 20.23 - 100 - 80 - - - - 100 100 100 100 100 100 100 - 100 100 - - - - - - - - |
Note |
|---|---|---|---|---|
| December 31 2020 - 85 - 100 100 100 100 100 53.22 100 - - - - - 100 100 100 100 100 - - - - |
||||
| (14) (11) (5) (5) (12) (8) (10) (8) (4) (4) (4) and (7) (2) and (4) (15) (15) (16) (17) (17) (17) (17) |
-
(1) The Company increase investment in De Licacy Samoa Company NTD320,241,000(USD11,059,000)and NTD137,228,000(USD4,440,000)in 2020
-
and 2019 respectively.
-
(2) On April 20, 2020, the board of directors approved the sale of 91.28% of the Company's equity interest in Tung Ming Company to Lucky Unique Enterprise Company for NTD 258,989,000, which is a reorganization of a jointly-controlled entity, and therefore The combined company increased its capital reserve for the
-
206 -
difference between the sale price and the net equity of NTD20,052,000 , see Note 33.
-
(3) In 2020, the Company acquired 4.65% of Chadtex Company from an unrelated parties for $21,329,000, resulting in an increase in shareholding from 50.41% to 55.06%. The Company increased capital surplus by $675,000 for the difference between the actual acquisition price and the carrying amount, see Note 33.
-
(4) In June 2019, the Company acquired 3.96% of Lucky Unique Enterprise Company from an un related party for NT$21,664,000, resulting in an increase in the shareholding ratio from 55.74% to 59.7%, and the Company increased its capital reserve by NT$1,069,000 for the difference between the actual acquisition price and book value. Please see Note 33 . On January 14, 2020, the Board of Directors approved the purchase of 1.22% of Lucky Unique Enterprise Company from its subsidiary Tung Ming Company for NT$6,633,000, resulting in an increase in shareholding from 59.7% to 60.92%, and therefore the transfer of shareholding was a reorganization of a jointly controlled entity. Therefore, the transfer of ownership was a reorganization under common control, and The combined company reduced the capital surplus by NT$27,000 for the difference between the transaction price and the net
-
equity, see Note 33.
On June 19, 2020, the board of directors approved the sale of 35.94% of Lucky Unique Enterprise Company's shares (14,293,000 shares to unrelated parties) for NT$195,227,000 (NT$13.7 per share, net of securities transaction tax of NT$587,000). The transaction price was determined by reference to the equity value valuation report of Evermore Consulting Co., Ltd., an independent consultant of the un related party, as of March 31, 2020. The remaining investment was recognized at the fair value of the investment in affiliated companies at the date of loss of control, see Notes 13 and 32.
-
(5) The Company increased its investment in De Licacy Holdings Company by NT$427,638,000 (US$13,600,000) in 2019 for indirect investment in De Shen (Cayman) Holdings Co., Ltd. and Vietnam De Licacy Company. As of December 31, 2020, US$106,060,000 of the indirect investment in Vietnam De Licacy Company has been approved by the Investment Commission of the Ministry of Economic Affairs for
-
review.
-
(6) The Company increased its investment in View Best Global Co., Ltd. in 2020 by
-
NT$15,622,000 (US$540,000), mainly for the purpose of lending funds to an affiliate, Vietnam AGATO company, for its operations.
-
(7) On March 12, 2020, the Board of Directors approved the sale of 60% of the Company's equity interest in De Kao Company to Lucky Unique Enterprise Company, a subsidiary, for NT$12,000,000, and therefore the transfer of equity interest is a reorganization under a jointly controlled entity. Therefore, The combined company increased the capital surplus by NT$1,192,000 for the difference between the sale price and the net equity, see Note 33.
-
(8) Bright Wisdom Ltd. processed a cash capital increase in June 2019, but Tung Ming Company, Best Alliance International Limited and Eden Road Company were not recognized in proportion to their shareholdings, which resulted in a change in the shareholdings in Bright Wisdom Ltd. of 5.22%, 45.85% and 20.23%, respectively. The combined company reduced its capital surplus by NT$1,480,000 for the cash capital increase of the subsidiary not recognized in proportion to its shareholding, see Note 33 attached.
On January 14, 2020, the Board of Directors approved the acquisition of 5.22%
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and 20.23% equity interest in Bright Wisdom Ltd. by Best Alliance International Limited from its subsidiaries Tung Ming Company and Eden Road Company at US$1.0376 per share, respectively. As such, the transfer of ownership was a reorganization under common control, and The combined company increased the capital reserve by NT$1,177,000 for the difference between the transaction price and the net equity, see Note 33 attached.
Bright Wisdom Ltd. increased its capital by NT$209,403,000 (US$7,100,000) from January to September 2020, and its shareholding decreased from 71.3% to 53.22% because Best Alliance International Limited did not recognize the capital increase in proportion to its shareholding. The Company reduced its capital stock by NT$8,084,000 for this unrecognized increase in capital stock, see Note 33.
-
(9) De Licacy Samoa Company increased its investment in Bao Li Company by US$159,000 and US$532,000 in 2020 and 2019, respectively, mainly for indirect investment in Perfect Step Investments Limited (Perfect Step Ltd. holds 20% of the shares).
-
(10) De Licacy Samoa Company indirectly invested $1,572,000 (US$50,000) in Hong Kong Eden Road Company through Best Alliance International Limited in March 109, and Hong Kong Eden Road Company is mainly engaged in general import and export trade. .
-
(11) Chang Sin Lucky Unique Enterprise Textile Limited was liquidated on October 31, 2020 and the liquidation amount of NT$77,739,000 (US$2,706,000) was remitted to Hao Wan on November 30, 2020 for remittance to De-Licacy Samoa Company.
-
(12) De Licacy Samoa Company increased its investment in De Hong Company (50% shareholdings) by US$500,000 in 2019, mainly for indirect investment in De Hong (Vietnam) Company (100% shareholdings).
-
(13) De Licacy Samoa Company invests an additional NT$174,300,000 (US$6,000,000) in New Lake Company in 2020 to repay the USD loan.
-
(14) As Deli Star International Limited is no longer in active operation, The combined company returned NT$5,200,000 in liquidation on August 16, 2019 and is expected to be automatically delisted by the Government of Anguilla in six months.
-
(15) At the end of 2019, Bright Wisdom Ltd. acquired 19.231% of the shares of Apex Textile Co., Ltd and Total Express Ltd. from the key management at NT$74,950,000 (US$2,500,000), resulting in an increase in the percentage of shareholding from 80.769% to 100%. The Company increased its capital surplus by NT$7,641,000 for the difference between the actual acquisition price and the book value, see Note 33.
-
(16) On September 24, 2020, Bright Wisdom Ltd. acquired 100% of the shares held by Futures co., Ltd, which is mainly engaged in general import and export trade, from the key management for NT$3,000,000 (US$103,000). The combined company recognized goodwill of NT$552,000 for the difference between the consideration transferred and the fair value, which was valued using the discounted cash flow method as of September 30, 2020, based on the valuation report of Eternal Asset Consulting Co. On September 24, 2020, Bright Wisdom Ltd. increased its investment in Futures co., Ltd by NT$7,000,000 (US$239,000), which was approved by the Investment Review Committee of the Ministry of Economic Affairs on September 16, 2020 and approved on October 27, 2020.
-
208 -
-
(17) Thousand Well International Limted and Fastpower Limited are companies to which The combined company has no material equity investment, but The combined company has control over the financial and operating policies of these companies and therefore The combined company has control over them and they are included in the preparation of the consolidated financial statements. The combined company has established Thousand Well (Samoa) International Limted and Fastpower (Samoa) Limited in October 2020 to transfer the operating activities of the former Thousand Well International Limted and Fastpower Limited .
13. Investments accounted for using equity method
| Investment in affiliates Investment in joint ventures 1.Investment in affiliates Significant affiliates Perfect Step Ltd. Sung Yu Company Lucky Unique Enterprise Company Individually insignificant affiliates Vietnam ATAGO Company |
December 31 2020 $ 746,595 46,459 $ 793,054 December 31 2020 $ 210,718 399,151 111,412 721,281 25,314 $ 746,595 |
December 31 2020 $ 746,595 46,459 $ 793,054 December 31 2020 $ 210,718 399,151 111,412 721,281 25,314 $ 746,595 |
December 31 2019 $ 631,022 96,773 $ 727,795 December 31 2019 $ 225,694 364,072 - 589,766 41,256 $ 631,022 |
December 31 2019 |
|---|---|---|---|---|
- 1.Investment in affiliates
The combined company's shareholdings and voting rights in affiliated companies as of the balance sheet date were as follows:
| Name of Company Perfect Step Ltd. Sung Yu Company Lucky Unique Enterprise Company Vietnam ATAGO Company |
December 31 2020 20% 38% 24.98% 30% |
December 31 2019 |
|---|---|---|
| 20% 38% - 30% |
Vantage Gain Holdings Limited , a subsidiary, will increase its investment in Perfect Step Ltd. by NT$6,375,000 (US$217,000) and NT$22,259,000 (US$726,000) in 2020 and 2019, respectively, and Perfect Step Ltd. is mainly engaged in general investment. Please refer to Note 12(4) for information on the Company's investment in a related company- Lucky Unique Enterprise Co., Ltd..
For information on the nature of business, principal place of business and country of incorporation of the above affiliates, please refer to Schedule 7, "Information on Investee Companies, Location...etc." and Schedule 8, "Information on Investment in China".
1). Significant affiliates
The following summarized financial information has been prepared on the basis of the financial statements of each affiliate IFRSs and reflects adjustments made under the equity method.
- 209 -
Perfect Step Ltd.
| Current Assets Non-Current Assets Current Liabilities Equity Controlled Equity Equity of the combined companies Operation Income Net income (loss) Sung Yu Company Current Assets Non-current Assets Current Liabilities Equity Controlled Equity Equity of the combined companies Operation Income Net income (loss) Lucky Unique Enterprise Company Current Assets Non-current Assets Current Liabilities Non-current Liabilities Equity Controlled Equity Equity of the combined companies Unrealized income(loss) of upstream and downstream transactions. Investment Carrying Amount Operation Income Net income |
December 31 2020 $ 10,159 1,611,909 ( 649,100) 972,968 ( 762,250) $ 210,718 2020 $ - ($ 50,482) December 31 2020 $ 77 1,054,024 ( 3,703) 1,050,398 ( 651,247) $ 399,151 2020 $ - ($ 38,283) |
December 31 2019 | December 31 2019 |
|---|---|---|---|
( ( |
$ 47,692 1,696,806 687,785) 1,056,713 831,019) $ 225,694 2019 |
||
| $ - ($ 802) December 31 2019 |
|||
( ( |
( ( |
$ 85 961,845 3,846) 958,084 594,012) $ 364,072 2019 |
|
( |
$ - ($ 36,420) December 31 2020 |
||
( ( ( ( |
$ 598,775 801,251 924,092 ) 29,780) 446,154 334,684) 111,470 58 ) $ 111,412 2020 |
||
| $ 614,595 $ 15,285 |
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2).Consolidated Individually insignificant affiliates information
| Shares of the combined companies Total income (loss) |
2020 $ 15,941) |
2019 | ||
|---|---|---|---|---|
| ( | ( | $ 13,965) |
2.Investment in joint ventures
- Significant Joint Venture New Premium Enterprise Co., Ltd.
| Current Assets Non-current Assets Current Liabilities Non-current Liabilities Equity Controlled Equity Equity of the combined companies Net equity difference Investment Carrying Amount Operation Income Net loss |
December 31 2020 $ 76,836 19,196 ( 3,114 ) ( - ) 92,918 ( 46,459) 46,459 - $ 46,459 2020 $ 42,829 ($ 53,282) |
December 31 2019 | December 31 2019 |
|---|---|---|---|
( ( ( |
( ( ( |
$ 126,279 53,224 20,788 ) 6,789) 151,926 75,963) 75,963 20,810 $ 96,773 2019 |
|
( |
( |
$ 180,706 $ 51,960) |
As of the balance sheet date, The combined company held 50% of the equity and voting rights in the significant joint venture (New Premium Enterprise Co.,Ltd ).
Investments accounted for using the equity method and The combined company's share of profit or loss and other comprehensive income or loss are recognized on the basis of the audited financial statements of each of the affiliates and the joint venture for the same period.
14. Property, Plant and Equipment
Details of the two-period change in property, plant and equipment are set out in Schedule 12.
Among the owned land, part of The combined company's factory land (with a book value of NT$23,507,000) is agricultural land, which is temporarily registered in the name of others, but the agricultural land has been set up as a mortgage to The combined company.
The combined company has not performed an impairment assessment for 2020 and 2019 as there is no indication of impairment.
Depreciation expense is accrued on a straight-line basis over the following number of years of useful life :
- 211 -
| Land improvements | 3 to 40 years | ||
|---|---|---|---|
| Buildings | |||
| Plant main buildings | 20 to 55 years | ||
| Mechanical | and | power | 5 to 40 years |
| equipment | |||
| Engineering System | 3 to 55 years | ||
| Others | 2 to 25 years | ||
| Machinery | 2 to 25 years | ||
| Transportation equipment | 3 to 15 years | ||
| Other equipment | 2 to 25 years |
For the amount of property, plant and equipment pledged as security for loans by The combined company, see Note 38.
15. Lease Agreement
- (1) Right-of-use asset
| Right-of-use asset carrying amount Land Buildings Transportation equipment Other equipment Additions of right-of-use asset Depreciation expense of right-of- use asset Depreciation expense Land Buildings Transportation equipment Other equipment |
December 31 2020 $ 328,818 37,984 3,175 590 $ 370,567 2020 $ 27,455 $ 10,287 40,155 1,070 4,124 $ 55,636 |
December 31 2019 | December 31 2019 |
|---|---|---|---|
| $ 347,614 99,191 449 4,714 $ 451,968 2019 |
|||
| $ 132,133 $ 11,342 35,414 1,657 4,127 $ 52,540 |
Except for the above additions and recognition of depreciation expense, The combined company's right-of-use assets are not subject to significant sublease or impairment in 2020 and 2019.
See Note 38 for the amount of the right-of-use asset that is set as a guarantee for the loan.
(2) Lease liabilities
| Lease liabilities carrying amount Current Non-current |
December 31 2020 $ 27,739 $ 14,435 |
December 31 2019 | December 31 2019 |
|---|---|---|---|
| $ 46,679 $ 58,701 |
The discount rate range of the Lease liabilities is as follows:
- 212 -
| Land Buildings Transportation equipment Other equipment |
December 31 2020 - 1.32%~4.73% 1.41%~1.45% 1.78% |
December 31 2019 |
|---|---|---|
| 1.82% 1.34%~4.73% 1.34% 1.78%~1.9% |
(3) Important Tenant Activities and Terms
The combined company leased certain pieces of land for factory and office use for a
term of 40 to 50 years. At the end of the lease term, the combined Company has no
priority purchasing rights for the leased land and buildings.
The right-of-use asset lease period is as follows.
Land June 2047 to December 2068 Buildings March 2022 to March 2023 Transportation equipment July 2023 to April 2024 Other equipment February 2021
- (4) Other leasing information
| ther leasing information | ||||
|---|---|---|---|---|
| Short-term leasing expense Total cash used in leasing |
2020 $ 5,025 $ 52,416) |
2019 | ||
( |
( |
$ 10,492 $ 55,686) |
All commitments under leases commencing after the balance sheet date for the lease period are as follows:
| period are as follows: | |||
|---|---|---|---|
| Lease Commitment | December 31 2020 $ 4,870 |
December 31 2019 | |
| $ 2,501 |
16. Investment fixed properties
Changes of land use right and uildings are as follows:
| Costs Beginning Balance Disposal of the year Net foreign exchange difference Ending Balance Accumulated depreciation Beginning Balance Disposal of the year Depreciation expense Net foreign exchange difference Ending Balance Year end net |
2020 $ 145,772 - 4,187 $ 149,959 $ 81,056 - 3,415 417 $ 84,888 $ 65,071 |
2019 | ||
|---|---|---|---|---|
( ( ( ( |
$ 202,653 43,591 ) 13,290) $ 145,772 $ 84,789 7,518 ) 4,285 500) $ 81,056 $ 64,716 |
- 213 -
The combined company disposed of certain investment properties in fiscal year 2019 and recognized a gain on disposal of investment properties of NT$14,409,000 under other gains and losses in the Consolidated Statement of Income.
Investment properties are depreciated on a straight-line basis over 20 years of useful life.
The fair value of investment property as of December 31, 2019 was NT$202,384,000, which was based on a valuation performed by Evermore Valuation Joint Office, an independent non- related party, as of December 31, 2019. The valuation was performed using the discounted cash flow analysis method. There was no significant change at the fair value as of December 31, 2020 compared to December 31, 2019.
Please refer to Note 38 for the amount of investment property pledged as collateral for loans.
17. Goodwill
The goodwill represents the increase in the indirect ownership of Bright Wisdom Ltd. by the subsidiary Tung Ming Company in 2011. The initial carrying value of the equity-method investments was the carrying value as of January 1, 2011. The difference between the carrying value and the net equity includes goodwill of NT$12,444,000, which arose from the business combination of Bright Wisdom Ltd. which became a subsidiary of The combined company from a related party at the end of 2014.
The combined company also acquired Jon Da Company in September 2020 and recognized goodwill totaling NT$552,000 for the difference between the consideration transferred and the fair value, see Note 12(16) attached.
The combined company did not recognize any impairment loss on goodwill in 2020 and 2019.
18. Other Intangible Assets
| Computer Software Emissions rights |
December 31 2020 $ 3,414 12,009 $ 15,423 |
December 31 2019 | December 31 2019 |
|---|---|---|---|
| $ 4,646 12,648 $ 17,294 |
- 214 -
| Costs Balance at January 1 2019 Purchase of the year Net foreign exchange difference Balance at December 31 2019 Accumulated amortization Balance at January 1 2019 Amortization fee Net foreign exchange difference Balance at December 31 2019 Net at December 31 2019 Costs Balance at January 1 2020 Purchase of the year Net foreign exchange difference Subsidiary Disposal Net at December 31 2020 Accumulated amortization Balance at January 1 2020 Amortization fee Net foreign exchange difference Subsidiary Disposal Balance at December 31 2020 Net at December 31 2020 |
Computer software $ 7,937 1,430 18) $ 9,349 $ 3,403 1,307 7) $ 4,703 $ 4,646 $ 9,349 565 25 ) 970) $ 8,919 $ 4,703 1,252 18 ) 432) $ 5,505 $ 3,414 |
Emissions Rights $ 17,159 - 681) $ 16,478 $ 3,074 917 161) $ 3,830 $ 12,648 $ 16,478 - 258 - $ 16,736 $ 3,830 821 76 - $ 4,727 $ 12,009 |
Total | |||
|---|---|---|---|---|---|---|
( ( ( ( ( ( |
( ( |
( ( ( ( |
$ 25,096 1,430 699) $ 25,827 $ 6,477 2,224 168) $ 8,533 $ 17,294 $ 25,827 565 233 970) $ 25,655 $ 8,533 2,073 58 432) $ 10,232 $ 15,423 |
Except for the recognition of amortization fee, there were no significant additions, disposals and impairments to The combined company's other intangible assets in 2020 and 2019.
Emissions Rights, which were acquired by a subsidiary in China in March 2015 for a fee, are accrued on a straight-line basis over 20 years. Computer software is amortized on a straightline basis over 1-8 years.
- 215 -
19. Prepayments
| Prepayments | |||
|---|---|---|---|
| Current Prepayment for purchases Prepayment for plating fee Prepayment for leasing fee Prepayment for insurance fee Others Other Assets Current Input Tax Tax Overpaid Retained for Offsetting the Future Tax Payable Refundable Tax Office supplies Others Non-current Prepayment for equipment Long-term receivables Loan (1)Short-term loan Securred loan (see Note 38) Bank loan Unsecured loan Bank loan by line of credit |
December31 2020 $ 100,052 4,090 2,174 913 49,514 $ 156,743 December 31 2020 $ 383,971 115,350 37,493 4,530 20,189 $ 561,533 $ 43,003 732 $ 43,735 December 31 2020 $ 3,849,446 2,551,511 $ 6,400,957 |
December31 2019 | |
| $ 101,078 5,837 3,069 2,707 87,907 $ 200,598 December 31 2019 |
|||
| $ 564,128 84,321 49,194 6,781 23,716 $ 728,140 $ 159,641 2,087 $ 161,728 December 31 2019 |
|||
| (1) | |||
| $ 2,437,498 2,832,784 $ 5,270,282 |
20. Other Assets
21. Loan
(1)Short-term loan
The annual interest rates of bank loans are 0.79% to 6.00% and 0.97% to 6.00% in 2020 and 2019, respectively. The amount of fully-guaranteed short-term secured loans on December 31,2020 and 2019 is NT$1,393,000,000 and NT$970,613,000, respectively.
- 216 -
(2)Short-term notes and bills payable
| Commercial Paper Payable Less: Discount on short-term notes and bills payable |
December 31 2020 $ 710,000 499 $ 709,501 |
December 31 2019 | December 31 2019 |
|---|---|---|---|
| $ 430,000 210 $ 429,790 |
Outstanding short-term notes and bills payable are as follows:
December 31 2020
| Guarantor/Acceptance Agency |
Face amount | Face amount | Discount amount |
Carrying amount |
Interest rate collars(%) |
Name of collateral |
C o l l a t e r a l Carrying amount |
||
|---|---|---|---|---|---|---|---|---|---|
| Commercial Paper Payable Grand Bills Finance Corp. Taiwan Cooperative Bills Finance Corp. China Bills Finance Corp. Mega Bills Finance Co. Ltd. Dah Chung Bills Finance Corp. Da Ching Bills Finance Corp. Taiwan Finance Corp. International Bills Finance Corp. O-Bank |
$ 50,000 100,000 50,000 50,000 50,000 50,000 50,000 50,000 260,000 $ 710,000 |
$ 20 133 3 5 41 81 28 5 183 $ 499 |
$ 49,980 99,867 49,997 49,995 49,959 49,919 49,972 49,995 259,817 $ 709,501 |
0.500 0.902 0.400 0.852 0.850 1.040 1.140 0.650 0.330 |
none none none none none none none none none |
$ - - - - - - - - - |
December 31 2019
| Guarantor/Acceptance Agency |
Face amount | Discount amount |
Carrying amount |
Interest rate collars(%) |
Name of collateral |
Collateral Carrying amount |
||
|---|---|---|---|---|---|---|---|---|
(3) Long-term bank loan
- 217 -
1. Bank Guarantees and Credit Loans
| Guaranteed Loans Bank loan Bank loan Unsecured loan Bank line of credit loans Bank line of credit loans Bank line of credit loans Bank line of credit loans Bank line of credit loans Bank line of credit loans Less: classified as the part due within one year |
ExpiryDate | Significant Terms The principal is repaid at a time when it is due. From September 2021, average amortization of principal in 36 installments. Since July 2017, the principal has been amortized on an average half-year basis. This loan is intended to remit the capital required to set up the Vietnam plant in the investment share capital. The first installment will be made 9 months after the first utilization of the credit line, and every 3 months thereafter, in a total of 10 equal installments. From April 2022, the principal will be repaid in average monthly installments. The principal will be repaid in equal monthly installments beginning in September 2021. The average monthly principal repayment has been made since November 2021. The principal will be repaid in 24 equal monthly installments beginning in October 2021. |
December 31 2020 $ - 12,000 240,000 14,952 250,000 293,400 88,000 10,000 908,352 106,952 $ 801,400 |
December 31 2019 | December 31 2019 |
|---|---|---|---|---|---|
2020.03.30~2020.08.12 2024.08.15 2022.01.19 ~2025.03.20 2022.08.05 2026.05.15 ~2029.07.09 2025.08.21 ~2029.11.12 2025.10.08 2023.09.30 |
$ 1,128,000 - 100,000 22,485 235,000 73,500 - - 1,558,985 1,174,746 $ 384,239 |
The interest rates as of December 31, 2020 and 2019 are 0.21% to 1.79% and 0.21% to 3.48% per annum, respectively. fully guaranteed loans are fully guaranteed at December 31, 2019. loans are fully guaranteed at December 31, 2019.
2.Bank Syndications signed on February 13 2019
- (1) Bank Syndication Quota NT$2,200,000,000
On February 13, 2019, the Company entered into a syndicated credit agreement with a syndicate of banks for a total amount of NT$2,200,000, 000,the purpose of which is to repay loans from financial institutions and to replenish medium-term operating revolver.
As the financial ratios in the consolidated financial statements for the second quarter of 2020 did not meet the requirements of the loan agreement, the Company applied to the syndicated credit syndicate for a waiver of the financial ratios in the 2020 semi-annual and annual reports and for a new guarantee line of NT$800,000,000 (Item B) for the issuance of commercial paper (the total amount of Item A and Item B to be utilized shall not exceed the total credit line of NT$2,200,000,000), and the first supplementary contract was signed on November 30, 2020.
Terms and Conditions
Item A Item B (Commercial Paper Guarantee) Less: As part of a one-year maturity |
Line of Credit $ 2,200,000 800,000 $ 3,000,000 |
Used A | m | ount December 31 2019 $ 2,200,000 - 2,200,000 - $ 2,200,000 |
Credit Period From the date of first use to the date of expiration of 5 years From the date of first use to the date of expiration of 5 years. |
Annual interest rate 1.797% 0.85% |
Credit granting method |
||
|---|---|---|---|---|---|---|---|---|---|
| December 31 2020 $ 1,400,000 799,932 2,199,932 176,000 $ 2,023,932 |
|||||||||
| Should not be revolving use Revolving use is allowed. |
Settlement method
-
218 -
-
Item A: The 30-month maturity date from the first drawdown date (21 February 2019) will be the first installment. Thereafter, the outstanding principal balance of Item A will be amortized in six installments at a rate of six installments. Of these, 8 per cent were amortized for the first to fifth installments and 60 per cent for the sixth installment. However, if the date of amortization of the balance of principal for any period as set out in the foregoing manner will be later than the final maturity date, the final maturity date shall be the
-
amortization date of the principal for that period.
-
Item B: The full payment obligation shall be fulfilled on the maturity date of the commercial promissory note at the face amount as scheduled, and the first installment shall expire 30 months from the date of the first use, and thereafter the amount shall be reduced in six installments at a rate of one every six months. Among them, the first to the fifth phase of the amortization and decrement of 8%, the sixth phase of the amortization and decrement of 60%.
- (2) Bank Syndication Quota USD28,000,000
On February 13, 2019, De Shen (Cayman) Holdings Co., Ltd., a subsidiary of the Company, entered into a syndicated credit facility agreement with a syndicate of banks for a total amount of USD28,000,000 for the repayment of loans from financial institutions, including but not limited to the outstanding balance of the old syndicated loan and the replenishment of medium-term operating revolver.
Terms and Conditions
| Line of Credit USD28,000,000 |
Used A | mount December 31 2019 $ 794,470 (USD26,500,000) |
Credit Period From the date of first use to the date of expiration of five years. |
Annual interest rate 1.1% to 1.11% and 2.76% to 2.79% for 2020 on December 31, 2019 and 2020, respectively. |
Creditgrantingmethod |
|---|---|---|---|---|---|
| December 31 2020 $ 361,696 (USD12,700,000) |
|||||
| The total amount of the credit facility is to be utilized on a recurring basis, with the first installment of 30 months from the date of initial utilization (February 13, 2019) and subsequent installments every six months, with the total amount of the credit facility being reduced in six installments of eight percent (8%) from the first to the fifth installment and sixty percent (60%) from the sixth installment. |
(3) Financial Ratios
During the term of this contract, the Company's consolidated financial statements shall maintain the ratios shown below:
-
A. Current Ratio (Current Assets/(Current Liabilities - Dividends payable)) ︰ shall not be less than one hundred percent (100%) (Inclusive).
-
- -
-
B. Liabilities Ratio:(Total Liabilities Dividends Payable Bank loans secured by full certificates of deposit)/Net of tangibles: shall not be higher than two hundred percent (200%) (inclusive) 。
-
C. Interest covers multiplier ((Net income before tax + Finance costs + Depreciation Depreciation + Amortization)/Finance costs): 6 times (inclusive) above.
-
D. Net of Tangibles (Equity(include minor shareholdings) - Intangible Assets + Dividends payable): No less than NT$4.5 billion (inclusive)
-
The combined company's pledges to secure long-term loans are described in
-
Note 38.
-
219 -
22. Notes Payable and Accounts Payable
- (1) Notes Payable
| s Payable and Accounts Payable otes Payable |
|||
|---|---|---|---|
| Occurrence due to business Occurrence due to nonbusiness – purchase of Property, Plant and Equipment |
December 31 2020 $ 70,882 1,283 $ 72,165 |
December 31 2019 | |
| $ 142,999 2,448 $ 145,447 |
-
(2) All accounts Payable for business.
-
(3) The combined company has a financial risk management policy to ensure that all payables are repaid within the prearranged credit terms.
23. Other accounts payable
| .Other accounts payable | |||
|---|---|---|---|
| Payroll payable, bonus, Remuneration for Employees and Directors Utilities Payable Commission Payable Equipment Payable Leave Payable Business tax payable Others |
December 31 2020 $ 184,518 68,793 46,690 33,189 8,218 7,200 149,588 $ 498,196 |
December 31 2019 | |
| $ 223,319 59,484 37,425 34,938 16,008 124,089 174,053 $ 669,316 |
24. Long-term deferred income
| Government Grants | December 31 2020 $ 49,376 |
December 31 2019 | December 31 2019 |
|---|---|---|---|
| $ 34,853 |
This represents government subsidies from environmental improvement projects, energy conservation projects and production line technology renovation, which has been recorded as deferred income and transferred to profit or loss over the useful lives of the related assets of 5 to 15 years.
Apex (Anqing) Textile Co., Ltd received a land use right grant of NT$25,697,000 (CNY5,860,000) in 2019, which was recorded under deferred revenue and amortized to income over the 50-year life of the land use right.
25. Refund Liability
| Beginning Balance Current year provision (reversal) of refund liability Subsidiary Disposal Foreign exchange difference Ending Balance |
2020 $ 6,523 1,950 ) 860 ) 8) $ 3,705 |
2019 | ||
|---|---|---|---|---|
( ( ( |
( |
$ 5,961 1,077 - 515) $ 6,523 |
26. Post-employment benefit plan
(1) Defined contribution plan
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The Labor Pension Act, which is a defined post-employment contribution plan administered by the government, is applicable to The combined company and its domestic subsidiaries, and contributes 6% of employees' monthly salaries to the individual accounts of the Labor Insurance Bureau.
The employees of The combined company's subsidiaries in China and Vietnam are members of the post-employment benefit plan operated by the local governments in China and Vietnam. The subsidiaries are required to contribute a certain percentage of payroll costs to the post-employment benefit plan in order to fund the plan. The combined company's obligation to this government-operated post-employment benefit plan is only to contribute a specific amount.
(2) Defined benefit plan
The pension plan of The combined company and its domestic subsidiaries under the Labor Standards Act in Taiwan is a government-administered defined benefit pension plan. The employees' pension payments are based on the average salary for the six months prior to the date of approved retirement. The Company contributes 2% to 4% of the employees' monthly salaries to the pension fund, which is deposited in the name of the Labor Pension Fund Supervisory Committee in a special account in the Bank of Taiwan. If the balance of the special account is not sufficient to pay the employees who are expected to meet the retirement requirements in the following year before the end of the year, the difference will be withdrawn in one lump sum by the end of March of the following year. The management of the special account is entrusted to the Bureau of Labor Funds, Ministry of Labor, and The combined company has no right to influence the investment management strategy.
The amounts of defined benefit plan included in the consolidated balance sheets are shown below:
Defined benefit obligation current value Plan assets at fair value Net defined benefit liabilities(assets) |
December 31 2020 $ 187,855 ( 193,331) ($ 5,476) |
December 31 2019 | December 31 2019 |
|---|---|---|---|
( ( |
( |
$ 304,916 249,372) $ 55,544 |
Net defined benefit liabilities changes:
| 1 January 2019 Current Service Costs Interest expense(income) Recognized in profit or loss Re-measurement Planning assets remuneration (In addition to the amount included in net interest) Actuarial losses(income) Changes in demographic assumptions Changes in financial assumptions Experience Adjustment Recognized in other comprehensive loss or income (Continued) |
Defined benefit obligation current value $ 318,765 2,918 3,140 6,058 - 413 6,826 6,598 13,837 |
Plan assets at fair value ($ 254,572) - ( 2,604) ( 2,604) ( 8,881 ) - - - ( 8,881) |
Net defined benefit liabilities |
Net defined benefit liabilities |
|---|---|---|---|---|
| ( ( ( ( ( |
( |
$ 64,193 2,918 536 3,454 8,881 ) 413 6,826 6,598 4,956 |
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(continued from the previous page)
| ontinued from the previous page) | |||||
|---|---|---|---|---|---|
| Employer’s contribution Benefit expenditures December 31 2019 Current Service Costs Interest expense(income) Recognized in profit or loss Re-measurement Plan Assets remuneration (In addition to the amount included in net interest) Actuarial losses(income) Changes in demographic assumptions Changes in financial assumptions Experience Adjustment Recognized in other comprehensive loss or income Employer’s contribution Benefit expenditures Disposal of Subsidiary December 31 2020 |
Defined benefit obligation current value $ - ( 33,744) 304,916 2,312 1,841 4,153 - 16 4,271 ( 26,226) ( 21,939) - ( 42,433) ( 56,842) $ 187,855 |
Plan assets at fair value ( $ 17,059) 33,744 ( 249,372) - ( 1,659) ( 1,659) ( 7,287 ) - - - ( 7,287) ( 29,725) 42,433 52,279 ($ 193,331) |
Net defined benefit liabilities |
||
( ( ( ( ( |
$ | ( ( ( ( ( ( ( ( |
$ | ($ 17,059) - 55,544 2,312 182 2,494 ( 7,287 ) 16 4,271 ( 26,226) ( 29,226) ( 29,725) - ( 4,563) ($ 5,476) |
|
The amounts recognized in profit or loss for defined benefit plans are summarized by function as follows.
| Operation cost Marketing Expense Management Expense R&D Expense |
2020 $ 1,410 382 320 382 $ 2,494 |
2019 | ||
|---|---|---|---|---|
| $ 2,093 464 473 424 $ 3,454 |
The combined company is exposed to the following risks as a result of the Labor Standards Act pension system.
-
1.Investment Risk: Bureau of Labor Funds, Ministry of Labor invests its labor pension funds in domestic and foreign equity securities, debt securities and bank deposits through its own use and entrusted operations, but the amount of Plan Assets allocated to the combined company is based on the income at an interest rate not lower than the local bank's two-year time deposit rate.
-
2.Interest Risk: The decrease in interest rates on government bonds will increase the
-
current value of the defined benefit obligation, but the return on investment in plan assets will also increase, which will have a partially offsetting effect on the net defined benefit obligation.
-
3.Payroll Risk: The defined benefit obligation current value is calculated by reference to
-
222 -
the future salary of the plan member. Therefore, an increase in plan members' salaries will increase the defined benefit obligation current value.
The defined benefit obligation current value of The combined company was actuarially determined by a qualified actuary with the following significant assumptions as of the measurement date.
| Discount rate Expected rate of salary increase |
December 31 2020 0.2%~0.5% 1.5%~2% |
December 31 2019 |
|---|---|---|
| 0.6%~0.75% 0.5%~2% |
The amount by which the defined benefit obligation current value would increase (decrease) if there were reasonably possible changes in significant actuarial assumptions, respectively, with all other assumptions held constant, is as follows
| Discount Rate Add: 0.1% Less: 0.1% Expected rate of salary increase Add: 0.1% Less: 0.1% |
December 31 2020 ($ 1,693) $ 1,716 $ 1,663 ($ 1,644) |
December 31 2019 | December 31 2019 |
|---|---|---|---|
| ( ( |
( ( |
$ 2,776) $ 2,815 $ 2,732 $ 1,891) |
The sensitivity analysis above may not reflect actual changes in the current value of the defined benefit obligation because actuarial assumptions may be correlated with each other and changes in only one assumption are unlikely.
| Amount expected to be withdrawn within 1 year Average Period of Defined Benefit Obligation Expiration |
December 31 2020 $ 9,919 4.3~9.3 years |
December 31 2019 | December 31 2019 |
|---|---|---|---|
| $ 14,244 5.1~9.4 years |
27. Equity
- (1) Common Stocks
| ity Common Stocks |
|||
|---|---|---|---|
| Authorized Shares (1000 shares) authorized capital stock Number of shares issued and fully paid (1000 shares) Issued capital stocks |
December 31 2020 480,000 $ 4,800,000 384,566 $ 3,845,657 |
December 31 2019 | |
| 480,000 $ 4,800,000 384,566 $ 3,845,657 |
The issued common shares have a par value of $10 per share and each share is entitled to one vote and the right to receive dividends.
On June 21, 2019, the Board of Directors resolved to issue 50,000,000 new shares with a par value of $10 per share at a premium of $22 per share. The above cash capital increase was approved and reported by the Securities and Futures Bureau of the Financial Supervisory Commission on July 18, 2019, and the Board of Directors resolved to set September 20, 2019 as the base date for the capital increase, and the legal registration
- 223 -
procedures have been completed.
- (2) Capital surplus
| procedures have been completed. Capital surplus |
|||
|---|---|---|---|
| May be used to make up losses, pay cash or capitalize (Note) Stock Issuance Premium Corporate bond conversion premium Treasury Stocks Transactions Actual acquired or the difference between the actual acquisition or disposal price of a subsidiary and its carrying value (Note 12) |
December 31 2020 $ 617,063 32,325 77,146 65,024 $ 791,558 |
December 31 2019 | |
| $ 790,118 32,325 69,687 50,039 $ 942,169 |
Note:Such capital surplus may be used to cover losses or, when the Company has no losses, to distribute cash or to capitalize capital, provided that such capitalization is limited to a certain percentage of the paid-in capital each year.
On June 21, 2019, the Board of Directors resolved to issue 50,000,000 new shares in cash, of which the share issuance premium was NT$597,250,000 (net of securities underwriting expenses of NT$2,750,000), and the portion reserved for employee subscription was recognized as salary expense of NT$737,000 based on the fair value of the stock options, and capital surplus-employee stock options were also recorded, which was transferred to capital surplus-share issuance premium after the completion of the cash capital increase.
(3) Retained Earnings and Dividends Policy
In accordance with the Company's Articles of Company, if there is any surplus in the annual accounts, the Company shall first pay taxes to cover the deficits of previous years and then set aside 10% as legal reserve, but if the legal reserve has reached the Company's paid-in capital, it may not be set aside, and the rest shall be set aside or reversed to special reserve in accordance with the law, and the remaining amount shall be added up. The accumulated undistributed earnings of prior years shall be retained by the board of directors at its discretion, depending on the operational needs, to prepare a proposal for the distribution of earnings and submit it to the shareholders' meeting for resolution on the distribution of dividends to shareholders. The Company's policy on the distribution of employees' and directors' remuneration is described in Note 29-(8) "Employee Compensation and Directors' Remuneration".
Under the objective of maintaining schedule dividends, the Board of Directors shall, in principle, distribute not less than 50% of the distribu schedule earnings, of which the cash portion of dividends and bonuses to shareholders shall not be less than 10% of the shareholders' distribution, subject to adjustment based on the Company's performance and capital requirements. The cash portion of dividends and bonuses to shareholders shall not be less than 10% of the total amount distributed to shareholders, subject to adjustments based on the Company's performance and capital requirements.
The legal reserve shall be set aside until the remaining balance reaches the Company's total paid-in capital and may be used to cover losses. If the Company has no deficit, the excess of the legal reserve over 25% of the total paid-in capital may be distributed in cash, in addition to being capitalized.
The Company follows the letters: No. Financial-Supervisory-Securities-Issuing-
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1010012865, No. Financial-Supervisory-Securities-Issuing-1010047490, and No. Financial-Supervisory-Securities-Issuing-1030006415 and the "Q&A on the Application of IFRSs to the Presentation of Special Reserve", etc. The Company has presented and reversed the presentation of special reserve.
At the shareholders' meetings held on June 11, 2020 and June 21, 2019, the Company resolved to distribute earnings for the years 2019 and 2018 respectively as follows:
| Legal reserve Special reserve Cash dividends Cash dividends per share(NT$) |
2019 $ 55,379 108,914 403,794 1.05 |
2018 |
|---|---|---|
| $ 20,216 12,408 184,011 0.55 |
The Company also resolved at the regular shareholders' meeting on June 11, 2020 to distribute cash dividends (NT$0.45 per share) at a capital surplus - share issue premium of NT$173,055,000 and on June 21, 2019 to distribute cash dividends (NT$0.95 per share) at a capital surplus - share issue premium of NT$317,837,000.
The Company has proposed to cover the loss by legal reserve of NT$162,083,000 at the board of directors' meeting on March 15, 2021.
(4)Special reserve
| Special reserve | ||||
|---|---|---|---|---|
| Beginning Balance Made special reserve Deductions from other equity Ending Balance |
2020 $ 293,042 108,914 $ 401,956 |
2019 | ||
| $ 280,634 12,408 $ 293,042 |
Upon the distribution of earnings, a special reserve is provided for the difference between the net decrease in other stockholders' equity recorded at the end of the reporting period and the special reserve provided for the first time using IFRSs. If the balance of the decrease in other stockholders' equity subsequently reverses, the earnings may be distributed as part of the reversal.
(5)Other Equities
- Exchange differences on translation of financial statements of foreign operating institutions
| institutions | ||||
|---|---|---|---|---|
| Beginning Balance Current Year Occurred Conversion differences of foreign operating institutions Related taxes of foreign operating institutions Related company for using equity method/Shares of joint ventures Other comprehensive loss/income of the year Dispose subsidiaries Changes in ownership equities of subsidiaries Ending Balance |
2020 $ 451,447) 119,345 ) 18,096 26,815 74,434) 12,788 422 $ 512,671) |
2019 | ||
| ( ( ( ( |
( ( ( ( ( |
$ 294,358) 169,860 ) 39,271 26,500) 157,089) - - $ 451,447) |
-
2.Financial liabilities at fair value through other comprehensive profit and loss unrealized evaluation loss and income.
-
225 -
| Beginning Balance Currently generated Unrealized gains or losses/Equity Instruments Share of affiliated companies using the equity method Total other comprehensive income Changes in ownership equities in subsidiaries Transfer of accumulated gain or loss on disposal of equity instruments to retained earnings Closing balance (6)Non-controlled Equity Beginning Balance Net income Total other comprehensive income Exchange differences on translation of financial statements of foreign operating institutions Financial assets at fair value through other comprehensive profit and loss unrealized gains or losses Defined benefit plan re- measurements Income tax related to defined benefit plan re-measurement Income taxes related to the translation of financial statements of foreign operating entities Cash dividends allocated Return of shares in the liquidation of subsidiaries Subsidiary Disposal Non-Controlled Equity increase Non-Controlled Equity decrease Ending Balance (7)Treasury Stocks Shares of parent company held by subsidiaries.(1000 shares) Shares in starting period increase (Note 1) decrease (Note 2) Shares in period end |
2020 $ 49,491 18,335 1,332) 17,003 1,102 11,428) $ 56,168 2020 $ 795,067 653 4,881 11,238 - - 209 45,663 ) - 189,185 ) 219,188 45,922) $ 750,466 2020 1,218 25 1,243) - |
2019 | |||||
|---|---|---|---|---|---|---|---|
( ( |
$ 1,316 48,175 - 48,175 - - $ 49,491 2019 |
||||||
( ( ( |
( ( ( ( ( |
$ 798,168 56,442 18,498 ) 17,057 387 75 ) 377 43,842 ) 5,186 ) - 95,561 105,324) $ 795,067 2019 1,137 81 - 1,218 |
|||||
| ( |
|||||||
-
226 -
-
Note 1: The Company's shareholding in Lucky Unique Enterprise Company increased by
-
1.22% and 3.96% in 2020 and 2019 respectively, representing a consolidated shareholding of 25,000 shares and 81,000 shares in the Company.
-
Note 2: The Company disposed of Lucky Unique Enterprise Company's shares in 2020 and lost control of Lucky Unique Enterprise Company. Therefore, Lucky Unique Enterprise Company's shares are no longer treated as treasury stock, and the market price of the Company's shares and the carrying amount of treasury stock are increased by the capital surplus - treasury stock of NT$7,459,000.
Lucky Unique Enterprise Company, a subsidiary of the Company, holds shares of the Company (Lucky Unique Enterprise Company is classified as Financial liabilities at fair value through other (Lucky Unique Enterprise Company is classified as financial liabilities at fair value through other comprehensive profit and loss-noncurrent), and the Company is included in Treasury Stocks based on the percentage of consolidated holdings.
Lucky Unique Enterprise Company holds the Company's shares for investment purposes, and the related information is as follows:
| Name of Subsidiary December 31 2019 Lucky Unique Enterprise Company Belong to the Company |
Number of shares (1000 shares) 2,040 1,218 |
Carrying amount $ 53,143 12,681 |
Market value |
|---|---|---|---|
| $ 53,143 31,726 |
Lucky Unique Enterprise Company received cash dividends of NT$3,060,000 from the Company in 2019, and the Company increased its capital surplus - treasury stock by NT$1,827.000 in proportion to its consolidated shareholding,
The shares held by subsidiaries are treated as treasury stocks, except that they are not allowed to participate in the Company's capital increase and have no voting rights, and have the same rights as ordinary shareholders.
28. Revenue
| Sales Revenue | 2020 $ 8,594,659 |
2019 | ||
|---|---|---|---|---|
| $ 10,919,724 |
(1) Description of Customer Agreement
Revenue from sales of long- and short-staple fibers
The combined company recognizes revenue and accounts receivable from the sale of short- and long-haul fabrics when the terms of trade are fulfilled. The average credit period of The combined company's merchandise sales is 30 to 120 days. Most of the contracts are recognized as accounts receivable when the merchandise is transferred and The combined company has the unconditional right to receive the consideration. However, for some of these contracts, The combined company is obligated to transfer the merchandise to the customer.
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(2) Balance of Contract
| Balance of Contract | ||||
|---|---|---|---|---|
| Notes receivable (including related party (Notes 10 and 37) Accounts Receivable (including related party)(Notes 10 and 37) Contract liabilities (Included under other current liabilities) Sale of goods |
December 31 2020 $ 104,431 $ 1,762,165 $ 50,446 |
December 31 2019 $ 177,969 $ 1,960,681 $ 86,947 |
January1 2019 | |
| $ 232,207 $ 1,800,839 $ 2,892 |
- (3) Revenue breakdown from customer contracts
Please refer to Note 43 for revenue breakdowns.
29. Net income (loss) before tax
- (1) Other income and loss, net
| (1) Other income and loss, net | |||||||
|---|---|---|---|---|---|---|---|
| Net income (loss) on disposal of property, plant and equipment ( (2) Interest income Bank deposits Financial assets carried at amortized cost (3) Other income Subsidy income Rent income Claim income Sale of tubular assets Sale of cloth samples Dividend income Others (4) Other gains and losses Gains from subsidiary disposal (Note 32) Foreign exchange net loss Financial product evaluation net income (loss) at fair value through profit and loss Gains from Investment fixed assets disposal Others |
2020 9,383) 2020 39,027 3,859 42,886 2020 101,472 18,551 15,243 - 3,499 1,487 64,396 204,648 2020 $ 9,154 219,941 ) 18,301 ) - 52,373) $ 281,461) |
2019 55,618 2019 50,577 3,679 54,256 2019 5,916 12,616 26,406 7,375 5,877 1,602 63,356 123,148 2019 |
|||||
| ( | $ | $ | |||||
| $ | $ | ||||||
| $ | $ | ||||||
| $ | $ | ||||||
| $ | $ | ||||||
( ( ( ( |
( ( ( |
$ - 61,644 ) 34,715 14,409 40,308) $ 52,828) |
- 228 -
(5) Financial costs
| (5) Financial costs | ||
|---|---|---|
| 2020 Bank loan interest total $ 176,059 Amortization of handling fees for syndicated loan cases 1,562 Lease liabilities interest 1,401 Less: Amounts included in the cost of qualifying assets (included under property, plant and equipment and prepayments for equipment) 1,305 $ 177,717 Capitalization of interest relevant information as below: 2020 Capitalization of interest amount $ 1,305 Capitalization of interest rate 1.32%~4.58% Deprecation and Amortization 2020 Property, Plant and Equipment $ 556,763 Investment fixed property 3,415 Intangible Assets 2,073 Right-of-use asset 55,636 $ 617,887 Depreciation expense summary by function Operation cost $ 557,453 Operation expense 58,361 $ 615,814 Amortization fee summary by function Operation cost $ 177 Operation expense 1,896 $ 2,073 |
2019 | |
| $ 211,865 4,477 1,758 12,034 $ 206,066 2019 |
||
| $ 12,034 1.33%~4.62% 2019 |
||
$ |
$ 485,903 4,285 2,224 52,540 $ 544,952 486,822 55,906 542,728 185 2,039 2,224 |
|
| $ | ||
| $ | ||
| $ |
(6) Deprecation and Amortization
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(7)Employee benefit expense
| Employee benefit expense | ||||
|---|---|---|---|---|
| Short-term employee benefits Payroll Labor and Health insurance fees Others Retirement benefits Defined contribution plan Defined benefit plan (Note 26) Summary by function Operation cost Operation expense |
2020 $ 1,087,967 96,672 38,431 1,223,070 112,336 2,494 114,830 $ 1,337,900 $ 823,155 514,745 $ 1,337,900 |
2019 | ||
| $ 1,252,830 94,542 45,626 1,392,998 44,466 3,454 47,920 $ 1,440,918 $ 973,915 467,003 $ 1,440,918 |
(8)Remuneration to employee and directors
In accordance with the Company's Articles of Incorporation, the Company provides for employee remuneration and director remuneration at a rate of not less than 4% and not more than 3%, respectively, of the pre-tax benefit for the year before the distribution of employee and director remuneration.
The Company does not intend to contribute employee and directors’ remuneration for the year 2020 as the Company's net loss before tax. 2019 employee compensation and director compensation were resolved by the Board of Directors on March 12, 2020 as follows:
Estimation ratio
| follows: Estimation ratio |
|
|---|---|
| Bonus to employees Bonus to directors Amount Bonus to employees Bonus to directors |
2019 |
| 4% 1.5% 2019 |
|
| Cash | |
| $ 25,096 9,411 |
If there is any change in the amount after the adoption of the annual consolidated financial statements, the change in accounting estimate will be adjusted and recorded in the following year.
There is no difference between the actual amount of employee compensation and remuneration of directors and supervisors for fiscal years of 2019 and 2018 and the amount recognized in the consolidated financial statements for fiscal 2019 and 2018.
Please refer to the Market Observation Post System of the Taiwan Stock Exchange Corporation for information on the remuneration of employees and directors resolved by the Board of Directors of the Company.
(8)Foreign Exchange (loss) income
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| Total foreign exchange income Total Foreign exchange loss Net (loss) income |
2020 $ 281,234 501,175) $ 219,941) |
2019 | ||
|---|---|---|---|---|
( ( |
( ( |
$ 283,642 345,286) $ 61,644) |
30. Income Tax
(1)Income tax recognized in profit or loss
Income tax expense (income) main items as below:
| Current income tax Occurred in current year Unallocated surplus plus tax Prior Year Adjustments Repatriation of foreign exchange surplus Deferred tax Occurred in current year Income tax expense (benefit) recognized in profit or loss |
2020 $ 2,714 57 2,952 15,081 105,973) $ 85,169) |
2019 | ||
|---|---|---|---|---|
( ( |
( |
$ 50,168 399 9,036 ) - 10,893 $ 52,424 |
A reconciliation of accounting income to income tax expense (benefit) is as follows:
| 2020 Net income (loss) before tax ($ 291,802) Income tax expense (benefit) calculated at statutory tax rate on net income ( loss) before tax ( $ 59,767 ) Nondeductible expenses in determining taxable income 169 Nonaccrual income in determining taxable income ( 24,649 ) Income tax on inappropriate earnings 57 Unrecognized deductible temporary differences ( 19,012 ) Repatriation of foreign exchange surplus 15,081 Adjustments for prior years 2,952 ($ 85,169) Income tax recognized in other comprehensive income 2020 Deferred tax In respect of the current year conversion of foreign operating institutions $ 18,305 Re-measurement of defined benefit plan ( 5,678) $ 12,627 |
2019 | |
|---|---|---|
( ( ( |
$ 666,887 $ 154,604 194 23,612 ) 399 70,125 ) - 9,036) $ 52,424 2019 |
|
| $ 39,648 1,038 $ 40,686 |
(2)Income tax recognized in other comprehensive income
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December 31 2020 December 31 2019
(3)Current tax assets and liabilities
| Tax assets Tax refund receivable (included in other current assets) Tax liabilities Income tax payable |
$ 4,710 $ 5,814 |
$ 1,828 |
|---|---|---|
$ 14,758 |
(4)Deferred tax assets and liabilities
Changes in deferred tax assets and liabilities as below:
2020
| 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Deferred tax assets Temporary differences Unrealized gross profit of sales Leave Payable Allowance for loss of market price decline and obsolete and slow-moving inventories. Defined benefit obligation Allowace for losses Exchange differences of foreign operating institutions Unrealized foreign exchange loss Others Loss Credit Deferred tax liabilities Temporary differences Property, Plant and Equipment Subsidiary inappropriate earnings Defined benefit obligation |
Beginning Balance $ 54,295 2,700 12,684 8,838 1,885 79,477 10,496 1,549 171,924 3,644 $ 175,568 $ 35,950 17,185 - $ 53,135 |
Recognized in profit or loss ( $ 2,251 ) ( 679 ) 10,491 ( 2,545 ) 7,215 ( 383 ) 24,767 5,905 42,520 64,146 $ 106,666 ( $ 2,031 ) ( 180 ) 2,904 $ 693 |
Recognized in Other Comprehensiv e Income $ - - - ( 5,678 ) - 18,305 - - 12,627 - $ 12,627 $ - - - $ - |
Subsidiary Disposal 56 886 ) 958 ) 311 ) - 2,061 ) 734 ) 819) 5,713 ) 5,741) $ 11,454) $ - 17,005 ) - $ 17,005) |
Ending Balance |
|||
| ( ( ( ( ( ( |
( |
( ( ( ( ( ( ( ( ( ( ( |
$ 52,100 1,135 22,217 304 9,100 95,338 34,529 6,635 221,358 62,049 $ 283,407 $ 33,919 - 2,904 $ 36,823 |
2019
| Deferred tax assets Temporary differences Unrealized gross profit of sales Leave Payable Allowance for loss of market price decline and obsolete and slow-moving inventories. Defined benefit obligation Allowance for loss Foreign exchange differences of foreign operating institutions Unrealized foreign exchange loss Investment loss in overseas subsidiaries Others Loss Credit |
Beginning Balance $ 55,287 2,943 13,190 10,417 2,335 39,829 - 22,979 1,548 148,528 5,026 $ 153,554 |
Recognized in profit or loss ( $ 992 ) ( 243 ) ( 506 ) ( 2,617 ) ( 450 ) - 10,496 ( 22,979 ) 1 ( 17,290 ) ( 1,382) ($ 18,672) |
Recognized in Other Comprehensiv e Income $ - - - 1,038 - 39,648 - - - 40,686 - $ 40,686 |
Ending Balance |
||
|---|---|---|---|---|---|---|
| ( ( ( ( ( ( ( ( ( |
$ 54,295 2,700 12,684 8,838 1,885 79,477 10,496 - 1,549 171,924 3,644 $ 175,568 |
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| Deferred income tax liabilities Temporary differences Property, Plant and Equipment unrealized exchange gain Subsidiary inappropriate earnings Others |
$ 38,036 ( 7,782 ( 15,066 30 ( $ 60,914 ( |
$ 2,086 ) 7,782 ) 2,119 30) $ 7,779) |
$ - - - - $ - |
$ 35,950 - 17,185 - |
|---|---|---|---|---|
| $ 53,135 |
(5) The amount of deductible temporary differences and unused loss credit for deferred
income tax assets were not recognized in the consolidated balance sheet.
| ncome tax assets were not recognized in the consolidated balance | sheet. | sheet. |
|---|---|---|
| Deduct temporary differences Allowance for loss of market price decline and slow-moving inventories. Refund liabilities Defined benefit obligation Loss Credit |
December 31 2019 | |
| Amount | ||
| $ 26,074 1,673 3,020 3,666 $ 34,433 |
(6) Information about unused loss credit
Information about The combined company's loss credit for the year ended December
31, 2020 is as follows
| is as follows | |
|---|---|
| Balance not yet deducted $ 17,472 673 293,960 $ 312,105 |
Final credityear |
| 2027 2028 2030 |
(7)Aggregate amount of temporary differences related to investments and not recognized as deferred income tax liabilities
As of December 31, 2020 and 2019, taxable temporary differences related to
investments in subsidiaries and not recognized as deferred income tax liabilities amounted to $1,898,201,000 and $1,806,173,000, respectively.
(8)Income tax assessments
The income tax returns of the Company and its subsidiaries, De Fa Company and Chadtex Company, through 2018 have been assessed by the tax authorities.
31. Earnings per share (net loss)
The net income and weighted average number of common stock outstanding that were used in the computation the net income (net loss) of earnings per share (net loss) were as follows:
Net income(net loss)
| Net income(net loss) | ||||
|---|---|---|---|---|
| Net income (net loss) attribuSchedule to the Company’s owners |
2020 $ 207,286) |
2019 | ||
| ( | $ 558,021 |
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Shares
| Shares | ||||
|---|---|---|---|---|
| Weighted Average Number of outstanding shares Weighted-average treasury stocks - shares of parent company held by subsidiaries Weighted average number of shares of common stock for basic earnings per share calculation Effect of dilutive potential common stock: Employee remuneration Effect of dilutive potential common stock: Employee remuneration Weighted-average number of common shares for the purpose of diluted earnings per share |
2020 384,566 642) 383,924 - 383,924 |
Unit: 1000 shares 2019 348,538 1,178) 347,360 1,052 348,412 |
||
| ( |
( |
If the Company has the option to pay employees in stock or cash, the calculation of diluted earnings per share assumes that employee compensation will be paid in stock and is included in the weighted-average number of common shares outstanding for the purpose of calculating diluted earnings per share when the potential common shares have a dilutive effect. The dilutive effect of these potential common shares will continue to be considered in the calculation of diluted earnings per share prior to the issuance of employee compensation shares in the following year.
The Company's net loss for 2020 is based on the fact that the effect of the potential dilutive effect of employee compensation on common stock is not included in the calculation of diluted net loss per share. 。
32. Subsidiary Disposal
On June 19, 2020, The combined company's board of directors approved the sale of Lucky Unique Enterprise Co., Ltd. to an un related party and completed the transfer of ownership on July 8, 2020. As a result, the Company lost control over Lucky Unique Enterprise Co., Ltd. and its subsidiaries (Tung Ming Company, De Kao Company, De Sin Company and Jie Sen Company), which are responsible for the manufacture and processing of various fiber textile products and import and export trading of The combined company.
(1)Consideration Received
| sideration Received | ||
|---|---|---|
| cash and cash equivalents | Lucky Unique Enterprise Company and its subsidiaries |
|
| $ 195,227 |
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(2)Analysis of assets and liabilities for loss of control
| )Analysis of assets and liabilities for loss of control | ||
|---|---|---|
| Current Assets cash and cash equivalents Financial assets at amortized costs -current Accounts receivable Other Receivables Inventory Others Non-current Assets Property, Plant and Equipment Intangible Assets Right-of-use asset Deferred tax assets Others Current Liabilities Short –term loans and short-term notes and bills payable Accounts Payable Other accounts payable Tax liabilities Lease liabilities -current Others Non-current Liabilities Defined benefit plan liabilities -non- current Lease liabilities -non-current Others Deferred tax liabilities Net assets disposal |
Lucky Unique Enterprise Company and its subsidiaries |
|
( ( ( ( ( ( ( ( ( ( |
$ 197,028 310,136 139,423 11,788 54,971 87,816 219,418 538 44,325 11,454 41,295 472,644 ) 60,025 ) 49,135 ) 2,496 ) 12,528 ) 4,118 ) 4,563 ) 32,165 ) 719 ) 17,005) $ 462,794 |
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(3)Subsidiary Disposal income
| Subsidiary Disposal income | ||
|---|---|---|
| Consideration received Net assets disposed Non-Controlled Equity Treasury Stocks decrease Capital surplus – Treasury stocks increase Fair value of residual equity Cumulative translation differences from reclassification to profit or loss due to loss of control over a subsidiary Gain on disposal |
Lucky Unique Enterprise Company and its subsidiaries |
|
( ( ( ( |
$ 195,227 462,794 ) 189,185 12,681 ) 7,459 ) 120,464 12,788 ) $ 9,154 |
(4) Net cash outflow of Subsidiary Disposal
| Net cash outflow of Subsidiary Disposal | ||
|---|---|---|
| Consideration received in cash and cash equivalents Less: disposal of cash and cash equivalents |
Lucky Unique Enterprise Company and its subsidiaries |
|
( |
$ 195,227 197,028 $ 1,801) |
33. Equity transaction with non-controlled equity
The share transfer of The combined company was carried out successively in 2019 and 2020. However, the share transfer was an organizational restructuring under the common control of the individual. The transaction did not change the control of The combined company over the subsidiary. Please refer to the notes 12 (2), (3), (4), (7), (8) and (15).
January 1 to December 31 2020
| Cash consideration paid The carrying amount of the subsidiary's net assets should be transferred to noncontrolling interests based on the relative changes in equity. Equity transaction differences (continued) |
Best Alliance International Limited any $ - 8,084 $ 8,084 |
Tung Ming Company $ - ( 1,150 ) ($ 1,150) |
Lucky Unique Enterprise Company $ - ( 21,244 ) ($ 21,244) |
Chadtex Company |
|---|---|---|---|---|
| $ 21,329 ( 22,004 ) ($ 675) |
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( continued from previous page )
| Equity transaction differences adjustments Capital surplus - difference between actual acquisition price and book value of equity in subsidiaries 2019 Cash consideration paid The carrying amount of the subsidiary's net assets should be transferred to noncontrolling interests based on the relative changes in equity. Equity transaction differences Equity transaction differences adjustments Capital surplus - difference between actual acquisition price and book value of equity in subsidiaries |
Best Alliance International Limited Tung Ming Company Lucky Unique Enterprise Company Chadtex Company ($ 8,084) $ 1,150 $ 21,244 $ 675 Best Alliance Internation al Limited Eden Road Company Tung Ming Company De Licacy Company Bright Wisdom Ltd. $ 122,024 $ 90,515 $ - $ 21,664 $ 74,950 ( 119,541 ) ( 93,027 ) 1,509 ( 22,733 ) ( 82,591 ) $ 2,483 ($ 2,512) $ 1,509 ($ 1,069) ($ 7,641) ($ 2,483) $ 2,512 ($ 1,509) $ 1,069 $ 7,641 |
||||
|---|---|---|---|---|---|
| $ | |||||
( ( |
( ( |
$ 74,950 82,591 ) $ 7,641) $ 7,641 |
34. Non-cash transactions
The combied company has the following non-cash transaction investment in 2020 and 2019.
(1)Acquisition of Property, Plant and Equipment
| Affects cash and non-cash investment Additions of property, plant, and equipment Decrease (increase) in equipment payable and notes payable Cash paid for property, plant and equipment |
2020 $ 438,872 ( 601) $ 438,271 |
2019 | ||
|---|---|---|---|---|
| $ 1,100,469 162,922 $ 1,263,391 |
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(2)Disposal of Property, Plant and Equipment
| Disposal of Property, Plant and Equipment | ||
|---|---|---|
| 2020 Cash paid for property, plant, and equipment Disposal proceeds of property, plant, and equipment $ 18,330 Decrease (increase) in other receivables (including related parties) 244,847 Cash received for property, plant and equipment $ 263,177 Disposal of investment property 2020 Cash paid for property, plant, and equipment Proceeds from disposal of investment properties $ - Decrease (increase) in other receivables 43,030 Cash received from investment properties $ 43,030 Disposal of the full equity cash receipts of Apex (Shanghai) Textile (Samoa) Holdings Co., Ltd. and New Gallant Limited . 2020 Beginning claim for proceeds balance $ 101,599 Ending claim for proceedsBalance ( 102,011 ) Foreign exchange difference 412 Cash received $ - |
2019 | |
( |
$ 449,921 87,665) $ 362,256 2019 |
|
| $ 50,482 ( 50,482) $ - co., Ltd, De Shen 2019 |
||
( ( |
$ 102,556 101,599 ) 957) $ - |
(3) Disposal of investment property
- (4)Disposal of the full equity cash receipts of Apex (Shanghai) Textile co., Ltd, De Shen (Samoa) Holdings Co., Ltd. and New Gallant Limited .
35.Capital Risk Management
Due to the need to maintain adequate capital to support the upgrading of plant and equipment, The combined company will be required to maintain adequate capital. Therefore, the capital management of The combined company is to ensure that the necessary financial resources and operating plans are in place to meet the future needs of working capital, capital expenditure, research and development expenses, debt repayment and dividend payment.
36. Financial Instruments
- (1) Fair Value Information - Financial Instruments Not Measured at Fair Value
December 31 2020
| December 31 2020 | ||||||
|---|---|---|---|---|---|---|
| Financial assets Financial assets at amortized cost- non-current Chia Her Industrial Co., Ltd. private placement of convertible bonds |
Carrying amount $ 27,725 |
FairValue | ||||
| The1stlevel $ - |
The2ndlevel $ - |
The 3rdlevel $ 30,576 |
Total | |||
| $ 30,576 |
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December 31 2019
| December 31 2019 | |||||||
|---|---|---|---|---|---|---|---|
| Financial assets Financial Assets at mortised cost-non- current CHIA HER INDUSTRIAL CO., LTD. private placement of convertible bonds |
Carrying amount $ 25,229 |
Fair Values | |||||
| The1stlevel $ - |
The2ndlevel | The 3rdlevel $ 30,792 |
Total | ||||
| $ - |
$ 30,792 |
The above fair value for Level 3 is based on the binomial tree convertible bond valuation model, and the significant unobservable input value used is the stock price volatility.
(2) Fair Value Information - Financial instruments measured at fair value on a repetitive basis
1.Fair value levels
December 31 2020
| 1.Fair value levels December 31 2020 |
|||||||
|---|---|---|---|---|---|---|---|
| Financial assets at fair value through profit or loss Listed stocks in Taiwan derivatives -conversion right for public companyprivate placement of convertible bonds Funds beneficiary certificates Total Financial liabilities at fair value through other comprehensive profit and loss -currentInvestments accounted for using equity method -Listed stocks in TaiwanFinancial liabilities at fair value through other comprehensive profit and loss -non-currentInvestments accounted for using equity method -Listed companies in Taiwan private placementof shares Financial liabilities at fair value through profit and loss derivatives -Foreign Exchange contract |
The 1stlevel $ 2,856 - 9,387 $ 12,243 $ 38,979 $ - $ - |
The 2ndlevel $ - - - $ - $ - $ 120,056 $ 20,927 |
The 3rdlevel $ - 52,461 - $ 52,461 $ - $ - $ - |
Total | |||
| $ 2,856 52,461 9,387 $ 64,704 $ 38,979 $ 120,056 $ 20,927 |
December 31 2019
| December 31 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets at fair value through profit or loss Listed stocks in Taiwan derivatives -Conversionright for public company private placement of convertible bonds Funds beneficiary certificates Total Financial liabilities at fair value through other comprehensive profit and loss -non-currentInvestments accounted for using equity method -Listed companies in Taiwan privateplacement of shares -Domestic unlisted stocksTotal Financial liabilities at fair value through profit and loss derivatives -Foreign Exchange Rate swapcontract |
The 1stlevel $ 9,720 - 8,589 $ 18,309 $ - - $ - $ - |
The 2ndlevel $ - - - $ - $ 109,534 - $ 109,534 $ 2,462 |
The 3rdlevel $ - 43,599 - $ 43,599 $ - 1,476 $ 1,476 $ - |
Total | ||||
| $ 9,720 43,599 8,589 $ 61,908 $ 109,534 1,476 $ 111,010 $ 2,462 |
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There were no transfers between Level 1 and Level 2 fair value measurements in fiscal years of 2020 and 2019.
- Reconciliation of financial instruments at Level 3 fair value.
Financial assets at fair value through profit or loss
| Convertible right for derivatives -private placementof convertible bonds Beginning Balance Recognized in profit or loss (Other benefits and losses) Ending Balance |
2020 $ 43,599 8,862 $ 52,461 |
2019 | ||
|---|---|---|---|---|
| $ 7,164 36,435 $ 43,599 |
- 3.Level 2 fair value valuation techniques and inputs
Type of financial Instruments Valuation techniques and inputs Derivatives - Foreign The discounted cash flow method: The future cash flows Exchange Rate Swap Contracts are estimated based on the observable forward exchange rate and the contracted foreign exchange rate at the end of the period and are discounted at a rate that reflects the credit risk of each counter party. Domestic Listed companies Evaluated by the B-S option pricing model, based on the private placement of shares underlying price, option performance price, risk-free interest rate, historical volatility of the underlying and the maturity period.
- 4.Level 3 Fair Value Measurement Techniques and Inputs
The fair value of the derivatives - conversion rights of private convertible bonds is estimated using a binary tree convertible bond valuation model, and the significant unobservable input is the stock price volatility. When the stock price volatility increases, the fair value of these derivatives will increase.
- (3)Type of financial Instruments
| pe of financial Instruments | ||
|---|---|---|
| Financial assets At fair value through profit or loss Mandatory measurement through profit or loss at fair value Financial assets at amortized cost (Note 1) Financial liabilities at fair value through other comprehensive profit and loss-Investments accounted for using equity method Financial Liabilities At fair value through profit or loss - held for trading Measured at amortized cost (Note 2) |
December 31 2020 $ 64,704 6,182,733 159,035 20,927 12,112,485 |
December 31 2019 |
| $ 61,908 6,440,496 111,010 2,462 12,105,894 |
-
240 -
-
Note 1: Balances include cash and cash equivalents, notes and accounts receivable (including related parties), other receivables (including related parties), financial assets carried at amortized cost (both current and non-current) and refundable deposits, and other financial assets carried at amortized cost.
-
Note 2: The balance includes financial liabilities measured at amortized cost such as short-term borrowings, short-term bills payable, notes and accounts payable (including related parties), other payables (including related parties), long-term bank loans (including those due within one year) and guarantee deposits.
-
(4) Financial Risk Management Objectives and Policies
The consolidated company's major financial instruments include investments in equity and debt instruments, receivables, payables, lease liabilities and borrowings. The consolidated company's financial management department provides services to each business unit, coordinates access to domestic and international financial markets, and monitors and manages the financial risks associated with The consolidated company's operations through internal risk reporting that analyzes risk exposures based on the level and breadth of risk. These risks include market risk (including exchange rate risk, interest rate risk and other price risks), credit risk and liquidity risk.
The consolidated company mitigates the effects of these risks by hedging the risk through derivative financial instruments. The use of derivative financial instruments is governed by the policies adopted by The consolidated company's board of directors, which are the written principles for exchange rate risk, interest rate risk, use of derivative financial instruments and non-derivative financial instruments, and investment of surplus liquidity. Internal auditors review compliance with the policy and the amount of risk exposure on an ongoing basis. The consolidated company does not trade in financial instruments (including derivative financial instruments) for speculative purposes. 1. Market risk
The main financial risks to which The combined company is exposed as a result of its operating activities are foreign currency exchange rate risk (see (1) below), interest rate risk (see (2) below), and other price risk (see (3) below).
The consolidated company engages in various derivative financial instruments to manage its exposure to foreign currency exchange rate risk, including exchange rate swap contracts to hedge the exchange rate risk arising from foreign sales of goods.
There is no change in The consolidated company's exposure to market risk of financial instruments and its management and measurement of such exposure. (1) Exchange rate risk
The consolidated company engages in foreign currency-denominated sales and import transactions and foreign currency borrowings, which expose The combined company to exchange rate risk. The carrying amounts of The consolidated company's monetary assets and monetary liabilities denominated in non-functional currencies as of the balance sheet date (including monetary items denominated in
- 241 -
non-functional currencies that have been eliminated in the Consolidated Financial Statements) are described in Note 41.
Sensitivity Analysis
The consolidated company is primarily affected by fluctuations in the U.S. dollar exchange rate. The following Schedule details the sensitivity analysis of The combined company when the functional currency strengthens or weakens by 1% against the U.S. dollar. The sensitivity analysis includes only foreign currency items in circulation. A positive number in the Schedule below represents the amount by which pre-tax income would increase if the functional currency weakened by 1% relative to the U.S. dollar; a negative number in the same amount would affect pretax income if the functional currency strengthened by 1% relative to the U.S. dollar.
==> picture [325 x 25] intentionally omitted <==
This was mainly due to the consolidated company's cash and cash equivalents denominated in U.S. dollars, financial assets measured at amortized cost, receivables, other receivables, payables, other payables and borrowings that were outstanding and not cash flow hedged at the balance sheet date.
The increase in the consolidated company's sensitivity to foreign exchange rates during the year was mainly due to the increase in the combined company's net assets denominated in U.S. dollars. (2) Interest rate risk
Interest rate risk arises because individuals in the consolidated company borrow funds at both fixed and floating interest rates. The consolidated company manages interest rate risk by maintaining an appropriate mix of fixed and floating interest rates.
The carrying amounts of the consolidated company's financial assets and financial liabilities exposed to interest rate risk as of the balance sheet date were as follows:
| follows: | ||
|---|---|---|
Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets Financial Liabilities |
December 31 2020 $ 2,614,228 3,126,480 1,303,180 7,664,914 |
December 31 2019 |
| $ 2,821,013 2,904,644 764,192 7,617,321 |
Sensitivity Analysis
If interest rates had increased by 1%, The consolidated company's income before income taxes would have decreased by $63,617,000 and $68,531,000 for fiscal years of 2020 and 2019, respectively, with all other variables held constant.
The decrease in The combined company's sensitivity to interest rates for the
- 242 -
year was mainly due to the increase in variable interest rate deposits.
- (3) Other price risk
The combined company's equity price risk arising from its investment in domestic listed and unlisted securities is insignificant.
2. Credit risk
Credit risk refers to the risk of financial loss resulting from the counter-parties' default on contractual obligations. As of the balance sheet date, The combined company's maximum exposure to credit risk due to non-performance of counter-parties' obligations mainly arises from the carrying amount of financial assets recognized in The combined company's balance sheet.
The combined company's counter-parties are all creditworthy organizations and are not expected to have significant credit risk. 3. Liquidity risk
The combined company manages and maintains sufficient cash and cash equivalents to support its operations and mitigate the impact of cash flow fluctuations. The combined company's management monitors the use of banking facilities and ensures compliance with the terms of borrowing contracts.
The combined company's working capital and the obtained banking facilities are sufficient to meet future operating requirements, and therefore there is no liquidity risk due to the inability to raise funds to meet contractual obligations.
- (1) Liquidity and interest rate risk of non-derivative financial liabilities
The analysis of the remaining contractual maturities of non-derivative financial liabilities is prepared based on the undiscounted cash flows (including principal and estimated interest) of financial liabilities based on the earliest possible date that The combined company could be required to repay. Accordingly, The combined company's bank loans that may be required to be repaid immediately are listed in the Schedule below at the earliest possible date, without considering the probability that the bank will immediately enforce the right; the maturity analysis of other nonderivative financial liabilities is prepared based on the contractual repayment dates.
The undiscounted interest amount of interest cash flows paid at floating interest rates is derived from the curve of the yield rate at the balance sheet date. December 31 2020
| ecember 31 2020 | ||||
|---|---|---|---|---|
| No interest-bearing liabilities No interest-bearing liabilities Leasing liabilities Floating rate instrument Fixed rate instrument |
Less than 6 months $1,361,911 16,196 6,308,288 904,889 $8,591,284 |
6 months to 1 year $ - 14,152 258,674 194,140 $ 466,966 |
1-9 years | |
| $ 5,059 15,077 1,218,609 2,091,584 $3,330,329 |
Further information on the maturity analysis of lease liabilities is as follows:
| Lease liabilities | Less than 1year $ 30,348 |
1~3 years | |
|---|---|---|---|
| $ 15,077 |
December 31 2019
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| No interest-bearing liabilities No interest-bearing liabilities Leasing liabilities Floating rate instrument Fixed rate instrument |
Less than 6 months $1,693,359 27,568 5,803,081 622,275 $8,146,283 |
6 months to 1 year $ - 23,482 686,830 19,726 $ 730,038 |
1-9 years | |
|---|---|---|---|---|
| $ 2,473 63,523 1,200,869 2,267,713 $3,534,578 |
Further information on the maturity analysis of lease liabilities is as follows :
| Lease liabilities | Less than 1year $ 51,050 |
1~3 years | |
|---|---|---|---|
| $ 63,523 |
The amount of floating rate instruments for the above non-derivative financial assets and liabilities will vary depending on the difference between the floating rate and the interest rate estimated at the balance sheet date.
(2) Liquidity and interest rate risk of derivative financial liabilities
The liquidity analysis of derivative financial instruments is based on total undiscounted cash inflows and outflows for derivative instruments with gross settlement. When the amount payable or receivable is not fixed, the amount disclosed is determined based on the projected interest rate derived from the yield rate curve at the balance sheet date.
December 31 2020
Total Transaction Foreign Exchange Rate swap contract Flow-in Flow-out December 31 2019 Total Transaction Foreign Exchange Rate swap contract Flow-in Flow-out |
1-3months $ 116,872 ( 120,805) ($ 3,933) |
4-6months6-12 months $ 582,161 $ 2,848 ( 599,156) ( 2,847) ($ 16,995) $ 1 1-3 months $ 276,268 ( 278,730) ($ 2,462) |
4-6months6-12 months $ 582,161 $ 2,848 ( 599,156) ( 2,847) ($ 16,995) $ 1 1-3 months $ 276,268 ( 278,730) ($ 2,462) |
4-6months6-12 months $ 582,161 $ 2,848 ( 599,156) ( 2,847) ($ 16,995) $ 1 1-3 months $ 276,268 ( 278,730) ($ 2,462) |
4-6months6-12 months $ 582,161 $ 2,848 ( 599,156) ( 2,847) ($ 16,995) $ 1 1-3 months $ 276,268 ( 278,730) ($ 2,462) |
|---|---|---|---|---|---|
( ( |
( ( |
||||
( ( |
$ | ||||
$ |
(5)Transfer of financial assets information
Unit: 1 dollar
| Unit: 1 doll | ||||
|---|---|---|---|---|
| TradingPartners 2020 Mega Bank 2019 Mega Bank |
Sales Amount USD 29,452 USD 75,443 |
Cash received USD 29,452 USD 65,013 |
Limit USD 300,000 USD 300,000 |
Note |
| The management fee is 0.75% to 0.8% of the invoice amount + $15 The management fee is 0.75% to 0.8% of the invoice amount + $15 |
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。 The above credit is recurring
37. Related Parties’ Transactions
All transactions, account balances, revenues and expenses between the Company and its subsidiaries (which are related parties of the Company) were eliminated upon consolidation and are therefore not disclosed in this note. In addition to those disclosed in other notes, the transactions between the combined company and other related parties were as follows.
(1) Names of related parties and their relationships
Name of related party Relationship with the combined company Perfect Step Ltd. Affiliated Companies Vietnam ATAGO Company Affiliated Companies Lucky Unique Enterprise Company Affiliated Companies (Note 1) E Textile Co .,Ltd. Subsidiary of an affiliated company, Lucky Unique Enterprise Co., Ltd. (Note 1)
(continued) (continued from previous page)
Name of related party Relationship with the combined company Gain Faith Investments Ltd Subsidiary of an affiliated company, Lucky Unique Enterprise Co., Ltd. (Note 1) Tung Ming Company Subsidiary of an affiliated company, Lucky Unique Enterprise Co., Ltd. (Note 1) De Kao Company Subsidiary of an affiliated company, Lucky Unique Enterprise Co., Ltd. (Note 1) YEH Fu-lin Key management YEH Chia-ming Key management YEH Chia-how Key management YEH Wei-li Key management YU Yi-Nung Key management Jei Jom Enterprise Co. Ltd. Subsidiary of Joint Venture Era Nouveau International Co., Ltd. Future Tycoon Holdings Co., Ltd. The Special Assistant to the Chairman of the Company is a director of the Company (Note 2) Future Tycoon Enterprise Co., The Special Assistant to the Chairman of the Company Ltd. is a director of the Company (Note 2) Fu-hwa investment Co. Ltd. The chairman is the same person DNE Energy Inc. The chairman is the same person Doyo Enterprise Co., Ltd. The Chairman is a director of the Company Sheng-Bo Technology Corp. The Chairman is a director of the Company Fuson International Co., Ltd. The Chairman is a director of the Company Fu-fa International Investment Co. The Chairman is a supervisor of the Company Ltd.. Chuan Yeh Investment Co. Ltd. The Vice Chairman is the Chairman of the Company Thrive Power Limited The Vice Chairman is the Chairman of the Company
Note1 : Subsidairy of the Company until July 8, 2020. Note2 :The president of the Company is a director of the Company until July 26, 2020.
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(2)Operation Income
| peration Income | |||||
|---|---|---|---|---|---|
| Item Sales of goods sold |
Type of relatedparty The Special Assistant to the Chairman of the Company is a director of the Company (Note 2) Affliated company (Note1) Affliated company Subsidairy of affliated company Lucky Unique Enterprise Company (Note 1) Subsidairy of the joint venture New Premium Enterprise Co., Ltd. |
2020 $ 376,206 277,067 9,470 17,005 3,921 $ 683,669 |
2019 | ||
| $ 392,515 - 8,425 - 5,465 $ 406,405 |
The combined company's sales prices to related parties are comparable to those of non-related parties, and the collection terms are one to three months at the end of each month, which are not materially different from those of non-related parties.
(3)Purchase
| T y p e o f r e l a t e d p a r t y The Special Assistant to the Chairman of the Company is a director of the Company (Note 2) Affliated company (Note1) Subsidairyof the joint venture New Premium Enterprise Co., Ltd. Subsidairy of the affliated company Lucky Unique Enterprise Company |
2020 $ 391,026 93,355 20,035 6,718 $ 511,134 |
2019 | ||
|---|---|---|---|---|
| $ 416,617 - 20,027 - $ 436,644 |
The combined company has no comparable purchase price for related party products. The payment period of related party is approximately one month at the end of each month, which is not materially different from that of non-related party.
(4)Amounts due from related parties (excluding loans to related parties)
| Item Notes receivable Accounts Receivable Other Receivables |
Type of relatedparty/Name Affliated company (Note1) Subsidairy of the affliated company Lucky Unique Enterprise Company (Note 1) Affliated company The Special Assistant to the Chairman of the Company is a director of the Company (Note 2) Subsidairy of the affliated company Lucky Unique Enterprise Company (Note1) Affiliated companies (Note 1 )Subsidairy of the joint venture New Premium Enterprise Co., Ltd. Affliated company /Perfect Step Ltd. (Note 34) Affliated company (Note1) Subsidairy of the joint venture New Premium Enterprise Co., Ltd. |
December 31, 2020 $ 21,488 3,357 24,845 86,011 52,354 7,923 1,015 - 147,303 102,011 3,836 - |
December 31, 2020 $ 21,488 3,357 24,845 86,011 52,354 7,923 1,015 - 147,303 102,011 3,836 - |
December 31, 2019 |
|
|---|---|---|---|---|---|
| $ | $ - - - - 155,295 - 77 3,880 159,252 101,599 - 316 |
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| The Special Assistant to the Chairman of the Company is a director of the Company Future TycoonHoldings Co. Ltd. Subsidairy of affliated company Lucky Unique Enterprise Company (Note 1) |
980 34 106,861 $ 279,009 |
155,544 - |
|---|---|---|
257,459 |
||
$ 416,711 |
No guarantees have been received for related party receivables outstanding. No allowance for losses has been provided for related party receivables in 2020 and 2019.
(5)Amounts due to related parties (excluding loans from related parties)
| Item Notes Payable Accounts Payable Other accounts payable |
Type of relatedparty/Name Affliated company /Lucky Unique EnterpriseCompany Subsidairy of the affliated company Lucky Unique EnterpriseCompany (Note1) The Special Assistant to the Chairman of the Company is a director of the Company./ Future TycoonEnterpriseCo., Ltd. Subsidairy of affliated company Lucky Unique EnterpriseCompany (Note 1) Affliated company (Note 1) Subsidairy of the joint venture New Premium Enterprise Co., Ltd. Key management Affliated company (Note 1) Subsidairy of the affliated company Lucky Unique Enterprise Company (Note 1) The Special Assistant to the Chairman of the Company is a director of the Company. (Note1) The Chairman is a director of the Company |
December 31, 2020 $ 22,197 10,009 32,206 60,961 29,156 8,479 - 98,596 3,511 4,547 337 305 - 8,700 $ 139,502 |
December 31, 2019 |
December 31, 2019 |
|---|---|---|---|---|
| $ - - - 129,925 - - 9,753 139,678 78,642 - - 305 43 78,990 $ 218,668 |
The outstanding balance due to related party is unsecured and will be settled in cash. The amount due to Key management was for the acquisition of equity interest in Apex Textile Co., Ltd and Total Express Ltd.
- 247 -
(6)Acquisition of Property, Plant and Equipment
The Company purchased property, plant and equipment from Lucky Unique Enterprise Company in 2020 for NT$4,439,000.
(7)Disposal of Property, Plant and Equipment
| Type of relatedparty/Name The Chairman is a director of the Company (Note2) Future TycoonHoldings Co Ltd. Future TycoonEnterprise Co., Ltd. Afflicated company(Note 1) |
Disposal | Proceeds 2019 $232,675 16,554 - $249,229 |
Disposal(loss)income | Disposal(loss)income | ||
|---|---|---|---|---|---|---|
| 2020 $ 60 - 2,160 $ 2,220 |
2020 $ 3 - 1,671 $ 1,674 |
2019 | ||||
| $ $ |
( $ 314 ) 3,023 - $ 2,709 |
- (8)Operating Lease- for rent
| Type of relatedparty/Name Affliated company (Note1)/Lucky Unique EnterpriseCompany Subsidairy of the affliated company Lucky Unique Enterprise Company. (Note1) The Chairman is the same person. The Chairman is the same person. The Chairman is a director of the Company |
Rent Objective Office Office Office Plant Roof (Note 3) Plant Roof (Note 3) |
LeasingPeriod |
|---|---|---|
| July 2020 to March 2023 May 2020 to June 2021 April 2020 to Feb. 2021 Oct. 2017 to Oct. 2037 Oct. 2017 to Oct 2037 |
Note3:The Company leased the roof of the plant to related party for solar power generation at a rent of 7% of the sales revenue of the solar power system.
The total lease payments to be received in the future are summarized as follows:
| Type of relatedparty/Name | 2020 | 2019 | |||
|---|---|---|---|---|---|
| Affliated company (Note1)/Lucky | |||||
| Unique EnterpriseCompany |
$ | 10,257 | $ | - | |
| Subsidairy of affliated company Lucky | |||||
| Unique EnterpriseCompany (Note1) | 165 | - | |||
| The Chairman is the same person. |
52 | - | |||
| $ | 10,474 | $ | - | ||
Summary of leasing revenue as below: |
|||||
| Type of relatedparty/Name | 2020 | 2019 | |||
| Affliated company (Note1)/Lucky | |||||
| Unique EnterpriseCompany |
$ | 2,864 | $ | - | |
| Subsidairy of affliated company Lucky | |||||
| Unique Enterprise Company(Note1) | 480 | - | |||
| The Chairman is the same person. | 404 | 190 | |||
| The Chairman is a director of the | |||||
| Company |
390 | 353 | |||
| $ | 4,138 | $ | 543 |
- 248 -
(9)Loans to related party
| Ty pe o f r e l a t e dpa r ty Other Receivables Affliated company Ty pe o f r e l a t e dpa r ty Interest income The Special Assistant to the Chairman of the Company is a director of the Company. (Note2) Affliated company |
December 31 2020 $ 8,009 2020 $ - 35 $ 35 |
December 31 2019 | December 31 2019 |
|---|---|---|---|
| $ - 2019 |
|||
| $ 215 - $ 215 |
The combined company provides short-term loans to related parties as non-guaranteed loans with interest rates ranging from 1.5% to 2.5%.
(10)Borrowings from related party
| Type of relatedparty/Name Other accounts payable Key management YEH, Fu-lin Others The Vice Chairman is the Chairman of the Company Type of relatedparty/Name Interest expense Key management YEH, Fu-lin (1) Others (2) The Chairman is a supervisor of the Company (2) The Chairman is the same person. (2) The Chairman is a director of the Company (3) Interest rate (1) Interest rate (2) Interest rate (3) |
December 31 2020 $ 141,263 26,189 7,353 $ 174,805 2020 $ 7,767 1,173 - - 79 $ 9,019 1.5%~4.5% 1.5% 1.4%~2.25% |
December 31 2019 | December 31 2019 |
|---|---|---|---|
| $ 130,796 38,678 - $ 169,474 2019 |
|||
| $ 8,212 1,228 49 57 - $ 9,546 1.5%~4.5% 1.5% - |
The combined company's borrowings from related parties bear interest rates comparable to market rates. All loans are unsecured loans.
- 249 -
(11)Other related party transactions
1.Processing Fees
The combined company pays the related party's entrusted processing fee, which is recorded as Operation cost according to its nature, none of similar products processing price can be compared, and the payment terms are monthly for 1 to 3 months.
| Type of relatedparty The Special Assistant to the Chairman of the Company is a director of the Company. (Note 2) Subsidairy of the affliated company Lucky Unique Enterprise Company (Note 1) Affliated company (Note 1) |
2020 $ 236,234 84,195 2,678 $ 323,107 |
2019 | ||
|---|---|---|---|---|
| $ 156,145 - - $ 156,145 |
2.Manufacturing and Operation expense
The Company's expenses for purchasing gifts from related parties and renting sample display rooms are as follows.
| display rooms are as follows. | ||||
|---|---|---|---|---|
| Type of relatedparty The Chairman is a director of the Company Affliated company Lucky Unique EnterpriseCompany 之Subsidairy (Note1) Affliated company (Note1) |
2020 $ 348 1,108 31 $ 1,487 |
2019 | ||
| $ 1,163 - - $ 1,163 |
3.Other income
The income from the sale of the Company's managed assets to related parties, income from counseling services and commissions were as follows:
| Type of relatedparty The Special Assistant to the Chairman of the Company is a director of the Company. (Note2) Affliated company (Note1) Subsidairy of the joint venture New Premium Enterprise Co., Ltd. |
2020 $ 699 2,995 2,348 $ 6,042 |
2019 | ||
|---|---|---|---|---|
| $ 5,983 - 4,151 $ 10,134 |
(12)Remuneration to Key Management Personnel
The combined company's total remuneration to directors and other key management personnel is as follows:
| personnel is as follows: | ||||
|---|---|---|---|---|
| Short-term employee benefits Post-employment beneifts |
2020 $ 49,614 705 $ 50,319 |
2019 | ||
| $ 59,849 839 $ 60,688 |
The remuneration of directors and other key management personnel is determined by the Remuneration Committee based on the current year's operating results and the base of year-end bonuses paid in previous years.
- 250 -
38.Pledged assets
The following assets of The combined company have been provided as collateral for bank
loans:
| Land Buildings Machinery Right-of-use asset Investment fixed property Pledged bank deposits (recorded as financial assets carried at amortized cost - current) (Note) |
December 31 2020 $ 266,446 275,536 65,816 267,437 65,071 2,803,808 $ 3,744,114 |
December 31 2019 | December 31 2019 |
|---|---|---|---|
| $ 382,656 325,355 43,345 283,444 64,716 2,439,905 $ 3,539,421 |
- Note : The collaterals as fully guaranteed borrowings as of December 31, 2020 and 2019 were NT$2,687,940,000 and NT$2,239,794,000, respectively.
39.Significant Contingent Liabilities and Unrecognized Contractual Commitments
In addition to those described in other Notes, the combined company has the following significant commitments and contingencies on its balance sheet.
-
(1) As of 2020 and December 31, 2019, The combined company has opened unused letters of credit for raw materials purchases of $120,717,000 and $12,958,000, respectively.
-
(2) The combined company's unrecognized contractual commitments were as follows.
December 31 2020 December 31 2019 Purchase of property, plant and equipment $ 46,661 $ 41,567
- (3)As of 2020 and December 31, 2019, the Consolidated Company has provided guarantee notes of NT$348,000,000 and NT$417,515,000 for the purchase of raw materials and the provision of guarantees for borrowing lines from financial institutions, respectively.
40.Other matters
The Company was affected by the global pandemic of COVID-19, resulting in a significant decrease in 2020 operating income. In response to the impact of the epidemic, the Company has applied for salary and working capital subsidies from the government and has received 92,182,000 (Note 29).
41.Information on foreign currency assets and liabilities with significant impacts
The following information is presented in the aggregate in foreign currencies other than the functional currency of each of the consolidated companies. Assets and liabilities denominated in foreign currencies that have a significant effect are as follows:
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Unit:Foreign currency and NT$1,000
December 31 2020
| December 31 2020 | |||
|---|---|---|---|
| Foreign CurrencyAssets Currency USD USD USD Non-currency items Associates & Joint Ventures Accounted for Using Equity Method USD Hong Kong Dollars Foreign CurrencyLiabilities Currency USD USD USD |
Foreign Currency $ 207,488 3,261 16,067 9,030 108,672 57,932 11,619 57,760 |
Foreign Exchange Rate 28.48 (USD:NTD) 6.5249 (USD:CNY) 23,100 (USD:VND) 28.48 (USD:NTD) 7.7539 (Hong Kong Dollars:USD) 28.48 (USD:NTD) 6.5249 (USD:CNY) 23,100 (USD:VND) |
CarryingAmount |
| $ 5,909,257 92,863 457,589 257,177 399,151 1,649,875 330,920 1,645,013 |
December 31 2019
| Foreign CurrencyAssets Currency USD USD USD Non-currency items Associates & Joint Ventures Accounted for Using Equity Method USD Hong Kong Dollars Foreign CurrencyLiability Currency USD USD USD |
CurrencyAmount $ 221,729 12,615 10,918 10,756 94,589 94,509 13,310 69,527 |
Foreign Exchange Rate 29.98 (USD:NTD) 6.9762 (USD:CNY) 23,178 (USD:VND) 29.98 (USD:NTD) 7.789 (Hong Kong Dollars:USD) 29.98 (USD:NTD) 6.9762 (USD:CNY) 23,178 (USD:VND) |
Carryingamount |
|---|---|---|---|
| $ 6,647,452 378,184 327,309 322,467 364,072 2,833,396 399,029 2,084,408 |
The combined company is primarily exposed to foreign currency exchange rate risk for the U.S. dollar, CNY and Vietnamese Dong. The following information is presented as a summary
- 252 -
of the functional currencies of the individual foreign currency holdings, and the exchange rates disclosed represent the rates at which those functional currencies were translated into the presentation currency. Foreign currency exchange gains and losses (realized and unrealized) with significant effect are as follows.:
| Functional Currency NTD USD CNY VND |
2020 | Net FX (loss) income ( $ 226,572 ) 61 ( 389 ) 6,959 ($ 219,941) |
2019 | ||
|---|---|---|---|---|---|
| Functional Currency to Presentation Currency 1 (NTD:NTD) 29.549 (USD:NTD) 4.2827 (CNY:NTD) 0.001271 (VND:NTD) |
Functional Currency to Presentation Currency 1 (NTD:NTD) 30.912 (USD:NTD) 4.4821 (CNY:NTD) 0.001331 (VND:NTD) |
Net FX (loss) income |
|||
| ( ( ( |
( ( ( |
$ 96,542 ) 107 ) 15,407 19,598 $ 61,644) |
42. Note Disclosure
-
(1) Information on significant transactions.
-
1.Loan of funds to others: Schedule 1 (attached)
-
2.Endorsement and guarantee for others: Schedule 2 (attached)
-
3.MarkeSchedule securities held at the end of the period (excluding investments in subsidiaries and affiliated companies): Schedule 3 (attached)
-
4.Cumulative purchase or sale of markeSchedule securities amounting to at least NT$300 million or 20% of the paid-in capital: Schedule 4 (attached).
-
5.Acquisition of real estate amounting to at least NT$300 million or 20% of the paid-in capital:None.
-
6.Disposal of real estate amounting to at least NT$300 million or 20% of the paid-in capital: None.
-
7.Purchase from or sale to related parties amounting to at least NT$100 million or 20% of the paid-in capital: Schedule 5 (attached).
-
8.Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Schedule 6 (attached).
-
Derivative transactions: Please refer to Note 7.
-
10.Others: Business relationships and significant transactions between the parent and subsidiaries and between subsidiaries: Schedule 10 (attached).
-
-
(2) Information on investment: Schedule 7 (attached).
-
(3) Information on investment in China.
-
Name of the investee company in China, main business items, paid-in capital, investment method, capital remittance, shareholding ratio, investment gain or loss, carrying amount of the investment at the end of the period, repatriated investment gain or loss, and investment limit in China: Schedule 8 (attached).
-
2, Significant transactions with the investee company in China, directly or indirectly through a third country, and the prices, terms of payment, and unrealized gains or losses.
-
1) Amounts and percentages of purchases and related accounts payable: Schedule 9
-
-
253 -
(attached).
- 2) Amount and percentage of sales and related receivables: Schedule 8 (attached).
- 3) Amount of property transactions and the amount of gain or loss arising from them: None.
- 4) Ending balance and purpose of guarantees or collaterals provided: Schedule 2 (attached).
- 5) Maximum balance, ending balance, interest rate range, and total current interest on financial instruments: Schedule 1 (attached).
- 6) Other transactions that have a significant effect on current income or financial position, such as the provision or receipt of labor services: None.
-
(4)Information on major shareholders: Name, amount and percentage of shares held by
-
shareholders with at least 5% ownership: Schedule 11 (attached).
43. SEGMENT INFORMATION
(1)Segment Revenue and Operating Results
The consolidated companies are all in the textile industry. The financial information provided to the chief operating decision maker for the purpose of allocating resources and evaluating the performance of the divisions focuses on the Company and its subsidiaries, and is presented below by reportable segment.
| 2020 Revenue from customers other than the Company and its consolidated subsidiaries Income from the Company and consolidated subsidiaries Total income Segment income (loss) Interest income Other income Finance costs Share of losses of affiliated companies and joint ventures recognized under the equity method Other gains and losses Net segment loss before tax 2019 Revenue from customers other than the Company and its consolidated subsidiaries Income from the Company and consolidated subsidiaries Total income Segment benefits Interest income Other income Finance costs Share of losses of affiliated companies and joint ventures recognized under the equity method Other gains and losses Net segment income before tax |
T h e C o mpa ny |
T h e C o mpa ny |
H a n g z h o u De Licacy G r o u p (N o t e 1) |
H a n g z h o u De Licacy G r o u p (N o t e 1) |
Vietnam De L i c a c y G r o u p (N o t e 2) |
Vietnam De L i c a c y G r o u p (N o t e 2) |
Other | Adjustments and eliminations |
Adjustments and eliminations |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
( |
$2,769,524 236,116 $3,005,640 $ 236,705) $3,843,550 425,833 $4,269,383 $ 138,247 |
$1,918,680 30,370 $1,949,050 $ 108,188 $2,709,234 62,595 $2,771,829 $ 243,492 |
$2,123,927 436,557 $2,560,484 $ 129,261 $1,905,208 557,269 $2,462,477 $ 264,848 |
( |
$1,782,528 1,575,693 $3,358,221 $ 3,781) $2,461,732 1,689,127 $4,150,859 $ 124,419 |
( ( ( ( |
$ - 2,278,736) $2,278,736) $ 6,192 $ - 2,734,824) $2,734,824) $ 30,755 |
Note1: Hangzhou De Licacy Group include Best Alliance International Limited , Eden
- 254 -
Road International Ltd., Eden Road International Ltd.(H.K.), Hangzhou De Licacy Textile Co., Ltd. , De Fa Company, Hao Wang Company, Chang Xin Lucky Unique Enterprise Company, Thousand Well International Limted, Thousand Well (Samoa) International Limted, Fastpower Limited, and Fastpower (Samoa) Limited
Note2: Vietnam De Licacy Group include De Licacy Holdings company, De Shen (Cayman) Holdings Co., Ltd., Vietnam De LicacyCompany , and New Lake Ltd.
Segment profit or loss represents the profit earned by each segment, excluding nonoperating income and expense and income tax expense. This measure is provided to the chief operating decision maker for the purpose of allocating resources to the segments and evaluating their performance.
The combined company's chief operating decision maker makes decisions based on the operating results of each segment and does not have information on segment assets and liabilities to evaluate the performance of different business activities, therefore, only the operating results of reporSchedule segments are presented.
(2)Location information
- The combined company operates mainly in three regions Taiwan, China and Vietnam.
The information on continuing business unit income from external customers of The combined company by operation and non-current assets locations are as below:
Taiwan China Vietnam |
Income from external customers 2020 2019 $ 3,114,738 $ 4,500,362 3,355,370 4,490,435 2,124,551 1,928,927 $ 8,594,659 $10,919,724 |
Income from external customers 2020 2019 $ 3,114,738 $ 4,500,362 3,355,370 4,490,435 2,124,551 1,928,927 $ 8,594,659 $10,919,724 |
Income from external customers 2020 2019 $ 3,114,738 $ 4,500,362 3,355,370 4,490,435 2,124,551 1,928,927 $ 8,594,659 $10,919,724 |
Non-current assets |
Non-current assets |
Non-current assets |
|---|---|---|---|---|---|---|
| 2020 $ 3,114,738 3,355,370 2,124,551 $ 8,594,659 |
2020 December 31 $ 756,201 2,302,791 3,370,956 $ 6,429,948 |
2019 December 31 |
||||
| $ 982,316 2,290,991 3,714,679 $ 6,987,986 |
Non-current assets exclude classified as financial assets, Refundable Deposits, investments accounted for using equity method, net defined benefit assetand deferred income tax assets.
(3)Major customers’ information
The combined company has no sales income from major customers which accounts for more than 10% of the net sales income in the consolidated Income Statement
- 255 -
De Licacy Industrial Co., Ltd. and Subdidiary Funds loaned to others. For the year end 31 December of 2020
Schedule 1
(In thousands of New Taiwan Dollars )
| No. | Loan Funded Companies | Loan recipients | Current Accounts | Is a related party |
Highest balance for the period |
Closing balance |
Actual expenditures |
Interest rate collars( %) |
Natures of funding and loan |
Business transactions(No te 4) |
Reasons of short-term financing funds |
Allowance for bad debts |
Collateral | Collateral | The limit for individual funds lending(Note 1) |
Capital Loan and Total Limit(Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| N a m e | V a l ue | |||||||||||||||
| 0 1 2 3 4 5 6 7 8 9 10 11 12 |
The Company The Company The Company The Company De LicacySamoa Company De LicacySamoa Company De Fa Company De Fa Company Eden Road Compan Total Express Ltd. Der Sheng Cayman Company New Lake Ltd. De HongCompany Hangzhou De Licacy Company Hangzhou e Licacy Company Apex Textile Co., Ltd Lucky Apex Ventures Limited View Best Global Company Best Alliance International Limited Best Alliance International Limited |
Best Alliance International Limited Der Sheng Cayman Company Total Express Ltd. Vietnam De LicacyCompany Vietnam De LicacyCompany Apex Textile Co., Ltd Hangzhou De Licacy Company Hangzhou De Licacy Company Best Alliance International Limited Apex Textile Co., Ltd Vietnam De LicacyCompany Vietnam De LicacyCompany De Hong (Vietnam) Company Apex Textile Co., Ltd Apex Textile Co., Ltd Apex (Anqing) Textile Co., Ltd Apex (Anqing) Textile Co., Ltd Vietnam ATAGO Company Hangzhou De Licacy Company Eden Road International Ltd.(H.K.) |
Other Receivables Other Receivables Other Receivables Other Receivables Other Receivables Other Receivables Other Receivables Other Receivables Temporary payments Accounts Receivable Other Receivables Other Receivables Other Receivables Temporary payments Temporary payments Accounts Receivable Other Receivables Other Receivables Temporary payments Temporary payments |
Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y |
$ 166,842 78,570 133,335 355,560 120,900 76,896 17,076 86,100 111,833 180,141 509,660 60,450 22,669 234,795 153,195 87,540 123,821 8,148 68,352 69,840 |
$ 74,048 76,896 128,160 341,760 113,920 76,896 - - - - - - 13,955 109,425 153,195 87,540 121,182 7,974 68,352 68,352 |
$ 74,048 - 128,160 341,760 113,920 76,896 - - - - - - 6,550 109,120 (Note5) 109,120 (Note5) 61,544 (Note 5) 121,154 7,974 68,352 68,352 |
1.8 - 1.8 2.8 2.8 1.8 - - - 1.8 ~2.342.5 2.5 2.5 5.1 4.15 5.1 1.0 2.5 - - |
Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Business transactions Short-term financing Business transactions Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing |
$ - - - - - - - 68,317 - 857,530 - - - - - - - - - - |
Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund Operating revolving fund |
$ - - - - - - - - - - - - - - - - - - - - |
none none none none none none none none none none none none none none none none none none none none |
$ - - - - - - - - - - - - - - - - - - - - |
$ 1,411,295 1,411,295 1,411,295 1,411,295 1,049,182 1,049,182 14,900 83,217 8,391 (Note3) 876,315 906,236 296,860 (Note3) 20,276 534,738 534,738 109,109 128,811 12,316 702,472 702,472 |
$ 1,881,727 1,881,727 1,881,727 1,881,727 1,398,909 1,398,909 19,866 88,183 8,391 (Note3) 882,576 1,208,315 296,860 (Note3) 27,034 712,985 712,985 145,478 171,748 16,421 936,629 936,629 |
Note 1: Based on 30% of the net shareholders' equity of each lending company and the amount of business transactions in the previous year. Note 2: Based on 40% of the net shareholders' equity of each lending company and the amount of business transactions in the previous year. Note 3: Based on 100% of each lending company's net shareholders' equity and the amount of business transactions in the previous year. Note 4: Based on the amount of business transactions in the previous year. Note 5: The difference between the announcement and the announcement is the adjustment of foreign currency exchange gain or loss at the end of the period.
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De Licacy Industrial Co., Ltd. and Subsidairies
Endorsement for others
FOR THE YEAR ENDED DECEMBER 31, 2020
Schedule 2
(In thousands of New Taiwan Dollars)
| No. | Endorsement/Guar antor Name of Company |
Endorsed/Guarantees | Endorsed/Guarantees | Limit of endorsement guarantee for a single enterprise (Note 1) |
Highest Endorsement Balance |
Ending endorsement guarantee balance |
Actual expenditure | Amount of endorsement guarantee by assets guarantee |
Ratio of cumulative endorsement guarantee to net of the most recent financial statements (%) |
Highest endorsement guarantee (Note 2) |
Parent company's endorsement to Subsidairy guarantee |
Subsidairy's endorsement of the parent company |
Endorsement guarantee to China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of Company | Limit of endorsement guarantee for a single enterprise (Note 1) |
||||||||||||
| 0 1 |
The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company Apex Textile Co., Ltd |
New Lake Ltd. De Fa Company Chadtex Company Eden Road Compan Vietnam De LicacyCompany DeShen (Cayman) Holdings Co., Ltd. Apex Textile Co., Ltd Hangzhou De Licacy Company De Kao Company Apex (Anqing) Textile Co., Ltd Total Express Ltd. Eden Road International Ltd.(H.K.) Hazhou De Licacy Company |
Subsidairy (Indirect shareholdings100%) Subsidairy (Direct shareholdings100%) Subsidairy (Direct shareholdings55.06%) Subsidairy (Indirect shareholdings100%) Subsidairy (Indirect shareholdings 100%) Subsidairy (Indirect shareholdings100%) Subsidairy (Indirect shareholdings 53.22%) Subsidairy (Indirect shareholdings 100%) Subsidairy of the affliate company Lucky Unique Enterprise Company (Subsidairy of the Company by July 8, 2020) (Indirect shareholdings 14.99%) Subsidairy (Indirect shareholdings53.22%) Subsidairy (Indirect shareholdings53.22%) Subsidairy (Indirect shareholdings100%) Affiliate Company (Parent company Indirect shareholdings100%) |
$ 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 2,352,159 181,848 |
$ 1,033,050 230,636 105,000 498,712 938,345 1,118,325 207,383 575,510 10,000 43,050 216,565 174,600 129,150 |
$ 1,011,040 229,396 80,000 412,960 902,120 911,360 207,383 320,750 - 43,770 - 170,880 - |
$ 387,328 132,800 - 110,218 392,329 361,696 137,508 33,480 - 30,639 - - - |
$ - - - - - - - - - - - - - |
21.49 4.88 1.70 8.78 19.18 19.37 4.41 6.82 - 0.93 - 2.42 - |
$ 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 7,056,476 363,695 (Note3) |
Y Y Y Y Y Y Y Y N Y Y Y N |
N N N N N N N N N N N N N |
N N N N N N Y Y N Y N N Y |
Note 1: Based on 50% of the total equity of the owners of each endorsing company.
Note 2: Based on 150% of the total interests of the owners of each endorsing company.
Note 3: Based on 100% of the total interests of the owners of each endorsing and guaranteeing company.
- 257 -
De Licacy Industrial Co., Ltd. and Subsidairies
Accumulated purchase or sale of the same markeSchedule securities amounting to at least NT$300 million or 20% of the paid-in capital.
FOR THE YEAR ENDED DECEMBER 31, 2020
Schedule 4
(In thousands of New Taiwan Dollars)
| Seller/Buyer | Type and name of markeSchedule securities |
Line Item | Trading Partners |
Relationship | Beginning | Beginning | Buy | Buy | Sell | Sell | Ending | Ending | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| share/unit | Amount | share/unit | Amount | share/unit | Amount | Book cost | Disposal(loss) income |
share/unit | Amount | |||||
| The Company | De LicacySamoa Company |
Investments accounted for using equity method |
- |
100% transfer of investment to subsidiaries |
41,545,109 | $ 2,996,495 | 11,059,273 | $396,716 (Note) |
- | $ - | $ - | $ - | 52,604,382 | $ 3,393,211 |
Note: Including NT$320,241,000 of new investment, (NT$188,000) of interest in subsidiaries using the equity method, NT$70,416,000 of translation differences on financial statements of foreign operating institutions, NT$837,000 of remeasurement of defined benefit plans of subsidiaries using the equity method and NT$5,410,000 of capital surplus - long-term investment.
- 258 -
De Licacy Industrial Co., Ltd. and Subsidairies
Purchase or sale transactions with related parties amounting to at least NT$100 million or 20% of the paid-in capital
FOR THE YEAR ENDED DECEMBER 31, 2020
Schedule 5
(In thousands of New Taiwan Dollars)
| Buying/selling company | Trading Partners | Relationship | Transactions | Transactions | Circumstances and reasons of transaction conditions are different fromgeneral transactions |
Circumstances and reasons of transaction conditions are different fromgeneral transactions |
Notes and accounts receivable (payable) | Notes and accounts receivable (payable) | Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Buy/Sell | Amount | Percentage of total purchase (sales) (%) |
Credit Period | Unit Price (Note 1) |
Credit Period |
Balance | Percentage of total receivable (payable)( %) |
||||
| The Company The Company The Company The Company Eden Road International Ltd. Eden Road International Ltd.(H.K.) Eden Road International Ltd.(H.K.) Hangzhou De Licacy Company Hangzhou De Licacy Company Apex Textile Co., Ltd Apex Textile Co., Ltd Apex Textile Co., Ltd New Lake Ltd. New Lake Ltd. |
Chadtex Company Tung Ming Company New Lake Ltd. New Lake Ltd. Thousand Well International Limted Thousand Well International Limted Thousand Well (Samoa) International Limted Thousand Well International Limted Thousand Well (Samoa) International Limted Total Express Ltd. Apex (Anqing) Textile Co., Ltd Apex (Anqing) Textile Co., Ltd Vietnam De Licacy Company Vietnam De LicacyCompany |
Subsidairy Note 2 Subsidairy Subsidairy Affiliate Company Affiliate Company Affiliate Company Affiliate Company Affiliate Company Affiliate Company Affiliate Company Affiliate Company Affiliate Company Affiliate Company |
Purchase Purchase (Sales) Purchase Purchase Purchase Purchase (Sales) (Sales) (Sales) (Sales) Purchase (Sales) Purchase |
$ 121,353 127,247 ( 123,106 ) 451,073 178,950 153,651 105,665 ( 332,601 ) ( 105,665 ) ( 915,988 ) ( 100,262 ) 192,039 ( 627,275 ) 905,378 |
7 7 4 25 86 52 35 19 6 65 7 18 30 47 |
Open Account 30 days Open Account 30 至90days Open Account 30 至60days Open Account 30 至90days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 120 days |
unapplicable〞〞〞〞〞〞〞〞〞〞〞〞〞 |
General open account 30-90 days General open account 30-90 days General open account 30-90 days General open account 30-90 days No general suppliers available for comparison No general suppliers available for comparison No general suppliers available for comparison General open account 30-90 days General open account 30-90 days General open account 30-90 days General open account 30-90 days General open account 30-120 days General open account 30-60 days General open account 30 days |
( $ 2,895 ) - 13,947 ( 43,685 ) - - ( 67,647 ) - 5,935 45,499 86,811 ( 33,223 ) 520,823 ( 285,483) |
1 - 3 16 - - 73 - 1 16 31 14 67 78 |
Note 1: The purchase price is not comparable to the general purchase price of similar products; the sales price is comparable to the general customer. Note 2: Prior to July 8, 2020, the company was a subsidiary of the Company.
- 259 -
De Licacy Industrial Co., Ltd. and Subsidairies
Receivables from related parties amounting to NTD100 million or 20% of paid-in capital or more.
December 31, 2020
Schedule 6
(In thousands of New Taiwan Dollars)
| Accounts receivable companies | Name of trading Partners | Relationship with the dealer | Balance of receivables from relatedparties |
Turnover(%) |
Overdue amounts due from relatedparties | Overdue amounts due from relatedparties | Amounts due from related parties recovered in the period |
Allowance for losses |
|---|---|---|---|---|---|---|---|---|
| Amount | Methodology | |||||||
| The Company The Company Lucky Apex Ventures Limited De Shen (Cayman) Holdings Co., Ltd. New Lake Ltd. Vietnam De LicacyCompany Hangzhou De Licacy Company De LicacySamoa Company Apex Textile Co., Ltd |
Vietnam De LicacyCompany Total Express Ltd. Apex (Anqing) Textile Co., Ltd Vietnam De LicacyCompany Vietnam De LicacyCompany New Lake Ltd. Apex Textile Co., Ltd Vietnam De LicacyCompany Apex (Anqing) Textile Co., Ltd |
Subsidairy Subsidairy Subsidairy Subsidairy Affiliate Company Affiliate Company Affiliate Company Affiliate Company Affiliate Company |
$ 348,276 129,089 121,154 226,105 546,860 285,483 424,518 116,440 163,583 |
(Note1) (Note2) (Note2) (Note3) 1.00 (Note4) 3.08 0.33 (Note5) (Note2) 2.08 (Note6) |
$ - - - - - - - - - |
--------- |
$ 2,156 - - - 136,847 52,034 - 58,240 54,542 |
$ - - - - - - - - - |
Note 1: NT$348,171,000 were receivables from loans and interest on funds, and the rest were receivables from endorsement and guarantee fees, which were not included in the calculation of the turnover rate. Note 2: All of them are receivables arising from capital loans and interest, which are not included in the calculation of the turnover rate. Note 3: Receivables arising from the sale of fixed assets are not included in the calculation of the turnover rate.
Note 4: NT$26,037,000 was the amount from the sale of property, plant and equipment and advances, which was not included in the calculation of the turnover rate. Note 5: NT$218,240,000 was due from the loan of funds and NT$201,921,000 was due from the sale of investment fixed assets and advances from leased plants, which were not included in the calculation of turnover rate. Note 6: NT$61,544,000 was a receivable arising from capital loans and NT$15,228,000 was a receivable arising from the sale of property, plant and equipment, which was not included in the turnover calculation.
- 260 -
De Licacy Industrial Co., Ltd.and Subsidiaries Information of the investee companies, locations, etc. FOR THE YEAR ENDED DECEMBER 31, 2020
Schedule 7
(In thousands of New Taiwan Dollars) (except in USD)
| Schedule 7 | (In | thousands of New Taiwan Dollars) (except in USD) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investment CompanyName | Investee CompanyName | Location | Major Business Scope | Original Investment | Held atperiod-end | Investee company (Loss) income |
Recognized Investment (loss) income(Note 1) |
Note | |||
| End of currentperiod | End of lastyear | Shares | Percentage(%) |
Book value amount | |||||||
| The Company The Company The Company The Company The Company The Company The Company The Company Tung Ming Company Tung Ming Company De LicacySamoa Company De LicacySamoa Company De LicacySamoa Company De LicacySamoa Company De LicacySamoa Company De LicacySamoa Company De LicacySamoa Company De Hong Company Best Alliance Limited Best Alliance Limited Best Alliance Limited Eden Road Compan Lucky Unique EnterpriseCompany Lucky Unique EnterpriseCompany Lucky Unique EnterpriseCompany Lucky Unique EnterpriseCompany Bright Wisdom Ltd. Bright Wisdom Ltd. Bright Wisdom Ltd. De Licacy Holding Company DeShen (Cayman) Holdings Co., Ltd. Vantage Gain Limited De LicacyAnguilla Company View Best Global Company Beauty Plus Limited |
De LicacySamoa Company Tung Ming Company Lucky Unique EnterpriseCompany De Fa Company Chadtex Company De LicacyBVI Holding Company View Best Global Company De Kao Company Lucky Unique EnterpriseCompany Bright Wisdom Ltd. Best Alliance International Limited Bao Li Company Hao Wang Company De LicacyAnguilla Company De Hong Company New Lake Ltd. Mei Chia Venture Capital Company De Hong(Vietnam) Company Eden Road Compan Bright Wisdom Ltd. Hong Kong Eden Road Compan Bright Wisdom Ltd. De Sin Company Jie Sen Company De Kao Company Tung Ming Company Total Express Ltd. Lucky Apex Ventures Ltd. Jon Da Company Der Sheng Cayman Company Vietnam De LicacyCompany Perfect Step Ltd. Era Nouveau International Co., Ltd. Vietnam ATAGO Company Sung Yu Company |
Samoa Taiwan Taiwan Taiwan Taiwan British Virgin Islands Samoa Taiwan Taiwan Samoa British Virgin Islands Samoa Samoa Anguilla Samoa Anguilla British Virgin Islands Vietnam British Virgin Islands Samoa Hong Kong Samoa Samoa Taiwan Taiwan Taiwan Seychelles Samoa Taiwan Cayman Islands Vietnam British Virgin Islands Samoa Vietnam British Virgin Islands |
General Investment Manufacture, processing and trading of chemical fibers Manufacture and processing of various fiber textile products General Import and Export Trade Textile manufacturing, dyeing and finishing, and trading of various textile products General Investment General Investment General Import and Export Trade Manufacture and processing of various fiber textile products General Investment General Investment General Investment General Investment General Investment General Investment General Import and Export Trade General Investment Printing and finishing of various types of garments and cloths General Import and Export Trade General Investment General Import and Export Trade General Investment General Investment Manufacture, processing and trading of various fiber textile products General Import and Export Trade Manufacture and processing of chemical fibers and international trading business Manufacture and processing of chemical fibers and international trade General Investment General Import and Export Trade General Investment Printing, dyeing, finishing, garment manufacturing and trading of various textile and yarn materials General Investment General Investment Garment manufacturing and trading General Investment |
$ 1,622,785 - 102,588 59,878 177,335 USD 108,040,000 USD 2,475,000 - - - 1,397,855 USD 6,501,742 - USD 5,005,000 USD 1,500,000 USD 6,100,000 USD 11,920,238 USD 2,500,000 1,700 USD 14,902,500 USD 50,000 - USD 6,190,000 5,000 12,000 258,989 USD 1 USD 14,655,000 10,000 USD 108,032,701 USD 114,660,489.5 USD 8,862,037 USD 5,000,000 USD 1,915,070 USD 14,023,848 |
$ 1,302,544 100,193 243,524 59,878 156,006 USD 108,040,000 USD 1,935,000 12,000 4,856 35,400 1,256,409 USD 6,342,469 USD 2,500,000 USD 5,005,000 USD 1,500,000 USD 100,000 USD 11,920,238 USD 2,500,000 1,700 USD 9,582,533 - USD 4,228,300 USD 5,630,000 5,000 - - USD 1 USD 10,400,000 - USD 108,032,701 USD 114,660,489.5 USD 8,644,837 USD 5,000,000 USD 1,915,070 USD 14,023,848 |
52,604,382 - 9,936,207 5,500,000 18,931,098 27,010 2,475,000 - - - 37,900,000 6,501,742 - 5,005,000 1,500,000 6,100,000 11,920,238 - 50,000 14,902,500 50,000 - 6,190,000 500,000 1,200,000 15,279,600 1 14,655,000 1,000,000 108,032,700,860 - 8,862,037 5,000,000 - 38 |
100 - 24.98 100 55.06 100 100 - - - 100 73.33 - 100 50 100 85 100 100 53.22 100 - 100 80 60 91.28 100 100 100 100 100 20 50 30 38 |
$ 3,393,211 - 111,412 49,709 239,702 3,012,615 41,053 - - - 2,377,922 154,512 - 46,474 33,793 296,860 338,315 61,043 411 474,038 70,029 - 218,141 5,623 417 190,124 62,615 429,371 11,369 3,020,787 3,149,085 210,718 46,459 25,314 399,151 |
( $ 1,033 ) 20,095 15,285 ( 15,763 ) 6,424 104,327 ( 14,797 ) ( 14,799 ) 15,285 9,523 95,803 ( 10,153 ) ( 13,062 ) ( 46,468 ) ( 9,606 ) 1,452 ( 14,638 ) ( 3,026 ) 6,438 9,523 68,457 9,523 21,708 ( 3,375 ) ( 14,799 ) 20,095 30,565 ( 4,360 ) 1,369 104,372 91,331 ( 50,482 ) ( 53,282 ) ( 48,437 ) ( 38,283 ) |
( $ 188 ) 7,020 7,549 ( 15,753 ) 3,893 107,012 ( 14,796 ) ( 850 ) |
Unrecognized gain on disposal of investment property and unrealized gain on disposal of property, plant and equipment Affiliated companies, subsidiaries of the Company prior to July 8, 2020)/unrealized gain or loss on sales difference. Recognized difference of inter- group lease gains or losses. Recognized difference of realized and unrealized gain or loss on sales and disposal of property, plant and equipment. Recognized difference of realized gain on disposal of fixed assets. Note3 Note3 Note3 Note3 |
Note 1: Only the amount of profit or loss recognized for each subsidiary directly invested by the Company and each investee company using the equity method should be shown. Note 2: Please refer to Schedule 8 (attached) for the information about China investee companies. Note 3: Subsidiary of Lucky Unique Enterprise Company (a subsidiary of the Company before July 8, 2020).
- 261 -
De Licacy Industrial Co., Ltd.and Subsidiaries
Investment Information on investment in China
For the year ended December 31, 2020.
Schedule 8
In thousand in NTD (except in US dollars)
| (except in | US dollars) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| China reinvestment Company Names |
Major Business Scope | Paid-in Capital. (Note 3) |
Investment Method (Note 7) |
Accumulated investment amount remitted from Taiwan at initial period (Note 3) |
Investment amount remitted or recovered during the period |
Accumulated investment amount remitted from Taiwan at the end of the period (Note 3) |
The investee companies for the period income (Loss) |
The Company's direct or indirect investment (%) |
Recognized Investment (loss) (Note 1) |
Year-end Investment Carrying Amoount (Note 1) |
Remitted Investment income for the year end |
||||
| Remitted | Recovery | ||||||||||||||
| Hangzhou Der Li Company Apex Textile Co., Ltd Chang Sin Lucky Unique EnterpriseCompany (Note 5) Apex (Shanghai) Textile co., Ltd Apex (Anqing) Textile Co., Ltd |
Production and sales of long and short fiber fabric processing and finishing Manufacture and sale of textile products and dyeing and finishing Manufacture, dyeing and sales of various high-quality fabrics and textiles General Investment Manufacture and sale of various high-quality fabrics and textiles |
$ 1,196,160 (USD 42,000,000) 370,240 (USD 13,000,000) - 1,573,520 (USD 55,250,000) 296,192 (USD 10,400,000) |
3.Der Yi Company 3.Bright Wisdom Ltd. 3.Hao Wan Company 3.Sin Hao Company 、Samoa Sin Young International Limited 3.Lucky Apex Ventures Ltd. |
$ 1,301,643 (Note 4) (USD 18,289,091 And $ 780,770) 120,840 (USD 3,000,000 And $ 35,400) 71,200 (USD 2,500,000) 58,384 (USD 2,050,000) 296,192 (USD 10,400,000) |
$ - - - - - |
$ - - 71,200 (USD 2,500,000) - - |
$ 1,301,643 (Note 4) (USD 18,289,091 And $ 780,770) 120,840 (USD 3,000,000 And $ 35,400) - 58,384 (USD 2,050,000) 296,192 (USD 10,400,000) |
$ 25,885 ( 18,042 ) ( 244 ) - ( 4,361 ) |
100 53.22 - 14.67 53.22 |
$ 27,000 (Note 6) ( 10,951 ) ( 244 ) - ( 1,692 ) |
$ 1,730,774 193,570 - 38,339 164,027 |
$ - - - - - |
|||
| Company Names | Accumulated remittance of investments from Taiwan to China at the end of the period (Note 3 |
Investmen Commission, MOEA approved investment amount (Note 3) |
Investment quota in China according to the Investment Commission, MOEA | ||||||||||||
| Hangzhou De Licacy Textile Co., Ltd. Apex Textile Co., Ltd Apex (Shanghai) Textile co., Ltd Apex (Anqing) Textile Co., Ltd |
$ 1,301,643 (USD 18,289,091 and $ 780,770) $ 120,840 (USD 3,000,000 and $ 35,400) $ 58,384 (USD 2,050,000) $ 296,192 (USD 10,400,000) |
$ 1,301,643 (USD 18,289,091and $ 780,770) $ 120,840 (USD 3,000,000and$ 35,400) $ 357,424 (USD 12,550,000) $ 455,680 (USD 16,000,000) |
(Note 2) (Note 2) (Note 2) (Note 2) |
Note 1: Recognized based on the financial statements of the investee company audited by the parent company's certified public accountants in Taiwan during the same period.
Note 2: In accordance with the newly revised "Regulations Governing the Examination of Investment or Technical Cooperation in Mainland China" dated August 29, 2018, the Company obtained the certification document issued by the Industrial Development Bureau, Ministry of Economic Affairs on August 28, 2017, which conforms to the scope of operation of the Ministry of Manufacturing Operations, so the calculation of investment limit is not required.
Note 3: The related amount was translated at the Foreign Exchange Rate of NT$28.48 per USD at the end of the period.
Note 4: Including the recognition of Best Alliance International Limited investment of NT$111,616 (US$3,919,091) in Hangzhou Deli by way of debt in proportion to its shareholding.
Note 5: Changxin Lucky Unique Enterprise Company was liquidated on October 31, 2009 and remitted USD 2,706,075.53 (including capital stock of USD 2,500,000 and investment income of 206,075.53) to Hao Wan on November 30, 2020 The Company then remitted to De Licacy Samoa Company.
Note 6: The difference is the unrealized gain or loss on disposal of fixed assets and investment fixed assets.
Note 7: (1) Investment in Mainland China through third-party remittance.
(2) Investment in China through a third-party company.
(3) Reinvestment in Mainland China through re-investment in an existing company in a third region.
- 262 -
Stock Number:1464
De Licacy Industrial Co., Ltd.and Subsidiaries Significant transactions with China investees directly or indirectly through third regions, the prices, payment terms, and unrealized gains or losses For year ended 31 December 2020
| Schedule 9 | Schedule 9 | (In thousands of New Taiwan Dollars) | (In thousands of New Taiwan Dollars) | (In thousands of New Taiwan Dollars) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Company | Transaction Partner | The relationship with transaction partner |
Transaction Type | Amount | Trading Terms | Notes, Accounts Receivable (Payable) |
Unrealized Income(loss) |
|||
| Price | Payment Terms | Comparison with general transactions |
Balance | Percentage(%) |
||||||
| Der Fa Company Eden Road Company Eden Road International Ltd.(H.K.) Eden Road International Ltd.(H.K.) Thousand Well International Limted Fastpower Limited Thousand Well (Samoa) International Limted Fastpower (Samoa) Limited Futures co., Ltd Futures co., Ltd Total Express Ltd. |
Hangzhou De Licacy Textile Co., Ltd. Hangzhou De Licacy Textile Co., Ltd. Hangzhou De Licacy Textile Co., Ltd. Hangzhou De Licacy Textile Co., Ltd. Hangzhou De Licacy Textile Co., Ltd. Hangzhou De Licacy Textile Co., Ltd. Hangzhou De Licacy Textile Co., Ltd. Hangzhou De Licacy Textile Co., Ltd. A Apex (Anqing) Textile Co., Ltd pex Textile Co., Ltd Apex Textile Co., Ltd |
affiliated company affiliated company affiliated company affiliated company affiliated company affiliated company affiliated company affiliated company affiliated company affiliated company affiliated company |
Sales Sales Sales Purchase Purchase Purchase Purchase Purchase Sales Sales Purchase |
$ 60,260 5,457 6,745 13,231 332,601 34,064 105,665 8,347 5,885 15,119 915,988 |
Trade at general price Trade at general price Trade at general price Trade at general price Trade at general price Trade at general price Trade at general price Trade at general price Trade at general price Trade at general price Trade at general price |
Open Account 120 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days Open Account 90 days |
No general customers to compare General customer open account 45-120 days General customer open account 45-120 days General customer open account 45-120 days No general customers to compare No general customers to compare No general customers to compare No general customers to compare No general customers to compare No general customers to compare No general customers to compare |
$ 8,982 - 3,400 ( 12,975 ) - - ( 5,935 ) ( 8,344 ) 4,253 2,575 ( 45,499 ) |
58 - 2 14 - - 100 100 62 38 100 |
$ - - - - - - - - - - - |
- 263 -
Stock Number:1464
De Licacy Industrial Co., Ltd.and Subsidiaries
Business relationships between parent-subsidiaries and subsidiaries and significant transactions and amount
For year ended December 31, 2020.
Schedule 10
(In thousands of New Taiwan Dollars)
| No. | Trader’s Name | Trading Partners | The relationship with traders (Note 1) |
Transaction Situation | Transaction Situation | ||
|---|---|---|---|---|---|---|---|
| Item | Amount | Trading Terms | Consolidated Total Revenue or Total Assets (%) |
||||
| 0 1 |
The company Hangzhou De Licacy Textile Co., Ltd. |
Tung Ming Company (Note3) Chadtex Company Lucky Unique Enterprise Company (Note3) E Textile Co .,Ltd.(Note3)New Lake Ltd. Vietnam De Licacy Company Best Alliance International Limited Total Express Ltd. Thousand Well International Limted Thousand Well (Samoa) International Limted Fastpower Limited Fastpower (Samoa) Limited De Fa Company Apex Textile Co., Ltd Eden Road Company Eden Road International Ltd.(H.K.) Apex (Anqing) Textile Co., Ltd BestAllianceInternational Limited |
(1) (1) (1) (1) (1) (1) (1) (1) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) |
Operation Income Operation cost Operation Income Operating cost (purchase and processing fee) Operation cost(manufacturing expense) Accounts Receivable - Related parties Other payable - related parties Operation Income Operation cost Operation Income Operation Income Operation cost Accounts Receivable - Related parties Accounts Payable - related parties Interest income Other receivable - related parties Other receivable - related parties Other receivable - related parties Operation Income Operation Income Accounts Receivable - Related parties Operation Income Operation Income Accounts Receivable - Related parties Operation cost Accounts Payable - related parties Operation Income Other income Other receivable - related parties Operation cost Operation Income Operation cost Accounts Receivable - Related parties Operation Income Accounts Receivable - Related parties Otherpayable - relatedparties |
$ 6,750 127,247 79,158 121,353 6,322 8,627 16,098 17,591 45,420 6,744 123,106 451,073 13,947 43,685 6,589 348,276 74,585 129,089 332,601 105,665 5,935 34,064 8,347 8,344 60,260 8,982 8,710 9,241 420,161 5,457 13,231 6,745 12,975 7,296 7,880 68,352 |
Trade at general price,open account 60days receiptTrade at general price ,open account 30-90days payment。Trade at general price ,open account 60days receiptTrade at general price ,open account 30days payment。Trade at general price ,open account 60days receiptTrade at general price ,open account 60days payment。Trade at general price ,open account 60days receiptTrade at general price ,open account 30-60days receiptTrade at general price ,open account 30-90 days payment。Trade at general price ,open account 90 days receiptTrade at general price ,open account 90 days receiptTrade at general price ,open account 90 days receiptTrade at general price ,open account 90 days receiptTrade at general price ,open account 120 days payment。Trade at general price ,open account 30至90 days receiptTrade at general price ,open account 90 days payment。Trade at general price ,open account 90 days receiptTrade at general price ,open account 90 days payment。Trade at general price ,open account 30-90 days receipt |
- 1 1 1 - - - - 1 - 1 5 - - - 2 - 1 4 1 - - - - 1 - - - 2 - - - - - - - |
(continued)
- 264 -
(continued from pervious page)
| No. | Trader’s Name | Trading Partners | The relationship with traders (Note 1) |
Transaction Situation | Transaction Situation | ||
|---|---|---|---|---|---|---|---|
| Item | Amount | Trading Terms | Consolidated Total Revenue or Total Assets(%) |
||||
| 2 3 4 5 6 7 8 9 10 11 |
Thousand Well International Limted Thousand Well (Samoa) International Limted Fastpower Limited Fastpower (Samoa) Limited Eden Road Company Hong Kong Eden Road Company Lucky Unique Enterprise Company (Note3) Apex Textile Co., Ltd De Shen (Cayman) Holdings Co., Ltd. Vietnam De Licacy Company |
Eden Road Company Hong Kong Eden Road Company Hong Kong Eden Road Company Eden Road Company Hong Kong Eden Road Company Hong Kong Eden Road Company De Licacy Samoa Company New Lake Ltd. Best Alliance International Limited E Textile Co .,Ltd.(Note3)Gain Faith Investments Ltd(Note3) Total Express Ltd. Apex (Anqing) Textile Co., Ltd De Licacy Samoa Company Futures co., Ltd Vietnam De Licacy Company New Lake Ltd. De Hong(Vietnam) Company De LicacySamoa Company |
(3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) |
Operation Income Operation Income Operation Income Accounts Receivable - Related parties temporary receipts Operation Income Operation Income Operation Income Accounts Receivable - Related parties Other receivable - related parties Operation Income Accounts Receivable - Related parties Other payable - related parties Operation Income Operation expense Operation Income Accounts Receivable - Related parties Other payable - related parties Operation Income Operation cost Sales of property, plant, and equipment Accounts Receivable - Related parties Accounts Payable - related parties Other receivable - related parties prepayment for purchases Other payable - related parties Operation cost Interest income Other receivable - related parties Operation Income Operation cost Interest expenditure Purchase of property, plant and equipment Accounts Receivable - Related parties Accounts Payable - related parties Other payable - related parties Operation cost R&D expense Otherpayable - relatedparties |
$ 178,950 153,651 105,665 67,647 61,366 21,427 12,637 6,659 6,655 13,667 13,802 13,622 68,352 14,815 5,773 915,988 45,499 48,627 100,262 192,039 99,835 86,811 33,223 76,772 242,600 76,896 5,885 7,089 226,105 905,378 627,275 9,753 28,133 285,483 520,823 26,037 20,199 5,085 116,440 |
Trade at general price,open account 90 days receiptTrade at general price ,open account 90 days receiptTrade at general price ,open account 90 days receiptTrade at general price ,open account 90 days receiptTrade at general price ,open account 90 days receiptTrade at general price ,open account 90 days receiptTrade at general price ,open account 90 days receiptTrade at general price ,open account 90 days receiptTrade at general price ,open account 90 days receiptTrade at general price ,open account 90 days receiptTrade at general price ,open account 90 days payment。Trade at general price ,open account 90 days payment。Trade at general price ,open account 120 days receiptTrade at general price ,open account 90 days payment。Trade at general price ,open account 30 days payment。 |
2 2 1 - - - - - - - - - - - - 11 - - 1 2 1 - - - 1 - - - 1 11 7 - - 2 3 - - - 1 |
(continued)
- 265 -
(continued from pervious page)
| No. | Traders’ Name | Trading partners | Trader’s relationship (Note 1) |
Transactions | |||
|---|---|---|---|---|---|---|---|
| Item | Amount | Trading terms | Consolidated Total Revenue or Total Assets(%) |
||||
| 12 13 14 |
De Hong Company Lucky Apex Ventures Limited Futures co., Ltd |
De Hong (Vietnam)Company Apex (Anqing) Textile Co., Ltd Apex (Anqing) Textile Co., Ltd |
(3) (3) (3) |
Operating Income Other Accounts receivable- related parties Other receivable- related parties Operating income |
$ 8,188 6,589 121,154 15,119 |
Transactions at general price, Open Account 90 days. Transactions at general price, Open Account 90 days. |
- - 1 - |
Note 1: The three types of trader’s relationship are as follows:
- (1) Parent company to subsidiary
(2) subsidiary to parent company 。
- (3) subsidiary to subsidiary
Note 2: Written off at the time of the preparation of the consolidated financial statements. Note 3: The subsidiary belonged to the Company before July 8, 2020.
- 266 -
De Licacy Industrial Co., Ltd. Major Shareholders’ Information December 31, 2020
| Schedule 11 | ||
|---|---|---|
| Names of Major Shareholders | No. of | Shares |
| Number of shares held(shares) |
shareholding ratio | |
| Fu-Fa International Investment Co. Ltd. Fu-Hwa Investment Co. Ltd. Fuson International Trade Co. Ltd. |
32,928,067 30,000,994 30,000,443 |
8.56% 7.8% 7.8% |
-
Note1: The information on major shareholders in this Schedule is based on the la st business day of the quarter in which the shareholders held 5% or more of the Company's total common shares (including treasury stock) that have been delivered without physical registration. The equity in the consolidated financial statements may differ from the actual number of shares delivered without physical registration due to differences in the basis of computation.
-
Note2: The above information is revealed by the trustee's individual subaccount of the trust account opened by the trustee if the shareholder has delivered the shares to the trust. As for the shareholder's shareholding of more than 10% of insider shares reported under the Securities and Exchange Act, the shareholdings include the shareholdings of the shareholders plus the shares delivered to the trust and the shareholder has the right to decide the use of the trust property, etc. Please refer to the Market Observation Post System for the information on insiders’ shareholding report.
-
267 -
Stock Number:1464
De Licacy Industrial Co., Ltd.and Subsidiaries Property, Plant and Equipment For the years ended December 31 of 2020 and 2019
Schedule 12
(In thousands of New Taiwan Dollars)
| Owned Land | Land and Improvements |
Buildings MachineryEquipment |
Buildings MachineryEquipment |
Transportation Equipment |
Other Equipment | Real Estate under construction |
||
|---|---|---|---|---|---|---|---|---|
| Total | ||||||||
| Cost | ||||||||
| Balance as of January 1, 2019 |
$ 405,335 |
$ 41,570 |
$ 1,873,814 |
$ 6,080,122 |
$ 77,181 |
$ 1,648,812 |
$ 550,945 |
$ 10,677,779 |
| Additions | - | - | 28,294 | 747,235 | 9,434 | 87,418 | 228,088 | 1,100,469 |
| Disposal | - | - | - ( |
706,370 ) ( |
11,785 ) ( |
34,355 ) ( |
2,559 ) ( |
755,069 ) |
| Reclassification | - | 28,305 | 378,068 | 170,283 | - | 82,802 ( |
474,435 ) |
185,023 |
| Net exchange difference |
- ( |
1,456) ( |
41,835) ( |
148,498) ( |
1,608) ( |
41,669) ( |
8,269) ( |
243,335) |
Balance on December 31, 2019 |
$ 405,335 |
68,419 |
2,238,341 |
6,142,772 |
73,222 |
1,743,008 |
293,770 |
10,964,867 |
| Accumulated depreciation and impairment |
||||||||
| Balance as of January 1, 2019 |
$ - |
$ 12,028 |
$ 869,684 |
$ 2,741,542 |
$ 44,344 |
$ 974,799 |
$ - |
$ 4,642,397 |
| Depreciation expense | - | 4,756 | 54,245 | 286,581 | 6,744 | 133,577 | - | 485,903 |
| Disposal | - | - | - ( |
320,172 ) ( |
9,992 ) ( |
30,602 ) |
- ( |
360,766 ) |
| Net exchange differences |
- ( |
168) ( |
13,576) ( |
44,336) ( |
767) ( |
23,656) |
- ( |
82,503) |
Balance on December 31, 2019 |
$ - |
$ 16,616 |
$ 910,353 |
$ 2,663,615 |
$ 40,329 |
$ 1,054,118 |
$ - |
$ 4,685,031 |
| Net amount on December 31, 2019 |
$ 405,335 |
$ 51,803 |
$ 1,327,980 |
$ 3,479,157 |
$ 32,893 |
$ 688,890 |
$ 293,770 |
|
| $ 6,279,836 | ||||||||
| Costs | ||||||||
| Balance on January 1, 2020 |
$ 405,335 |
$ 68,419 |
$ 2,238,341 |
$ 6,142,772 |
$ 73,222 |
$ 1,743,008 |
$ 293,770 |
$ 10,964,867 |
| Additions |
4,022 | - | 2,795 | 136,246 | 2,429 | 79,674 | 213,706 | 438,872 |
| Disposal | - | - | - ( |
50,858 ) ( |
9,233 ) ( |
23,938 ) |
- ( |
84,029 ) |
| Reclassification | - | - | 39,454 | 175,774 | 92 | 33,879 ( |
113,432 ) |
135,767 |
| Acquired through business combinations |
- | - | - | - | - | 375 | - | |
| 375 | ||||||||
| Disposal of subsidiaries ( |
115,382 ) ( |
1,706 ) ( |
105,307 ) ( |
460,696 ) ( |
10,011 ) ( |
206,696 ) |
- ( |
899,798 ) |
| Net exchange differences |
- ( |
2,571) ( |
33,422) ( |
80,012) ( |
826) |
5,478 |
3,938 ( |
107,415) |
Balance on December 31, 2020 |
$ 293,975 |
$ 64,142 |
$ 2,141,861 |
$ 5,863,226 |
$ 55,673 |
$ 1,631,780 |
$ 397,982 |
$ 10,448,639 |
| Accumulated depreciation and impairment |
||||||||
| Balance as of January 1, 2020 |
$ - |
$ 16,616 |
$ 910,353 |
$ 2,663,615 |
$ 40,329 |
$ 1,054,118 |
$ - |
$ 4,685,031 |
| Depreciation expense | - | 5,909 | 53,179 | 361,131 | 5,566 | 130,978 | - | 556,763 |
| Disposal | - | - | - ( |
32,476 ) ( |
8,266 ) ( |
15,574 ) |
- ( |
56,316 ) |
| Acquired by business combination | - | - | - | - | - | 19 | - | 19 |
| Disposal of subsidiaries | - ( |
1,659 ) ( |
69,810 ) ( |
429,660 ) ( |
7,617 ) ( |
171,634 ) |
- ( |
680,380 ) |
| Net exchange differences |
- ( |
447) |
2,849 |
3,734 ( |
97) |
15,327 |
- |
21,366 |
Balance on December 31, 2020 |
$ - |
$ 20,419 |
$ 896,571 |
$ 2,566,344 |
$ 29,915 |
$ 1,013,234 |
$ - |
$ 4,526,483 |
| Net amount on December 31, 2020 |
$ 293,975 |
$ 43,723 |
$ 1,245,290 |
$ 3,296,882 |
$ 25,758 |
$ 618,546 |
$ 397,982 |
|
| $ 5,922,156 |
- 268 -
6. The impact on the financial position of the Company and its affiliates in the event of financial difficulties in the most recent year and as of the printing date of the annual report: None.
269
VII. Review of Financial Conditions, Financial Performance, and Risk Management
1. Financial Status:
Comparative analysis of consolidated financial status (IFRS applicable)
Unit: NT$1000
| Unit: NT$1000 | Unit: NT$1000 | |||
|---|---|---|---|---|
| Year Item |
2019 | 2020 | Difference | |
| Amount | % | |||
| Current assets | 10,734,417 | 10,170,682 | (563,735) | (5.25) |
| Property, Plant and Equipment | 6,279,836 | 5,922,156 | (357,680) | (5.70) |
| Investment real estate | 64,716 | 65,071 | 355 | 0.55 |
| Intangible assets | 29,738 | 28,419 | (1,319) | (4.44) |
| Equity-method investments | 727,795 | 793,054 | 65,259 | 8.97 |
| Right-of-use assets | 451,968 | 370,567 | (81,401) | (18.01) |
| Other assets | 495,178 | 497,481 | 2,303 | 0.47 |
| Total assets | 18,783,648 | 17,847,430 | (936,218) | (4.98) |
| Current liabilities | 8,936,691 | 9,108,544 | 171,853 | 1.92 |
| Non-current liabilities | 3,578,776 | 3,284,103 | (294,673) | (8.23) |
| Total liabilities | 12,515,467 | 12,392,647 | (122,820) | (0.98) |
| Capital stock | 3,845,657 | 3,845,657 | -- | -- |
| Capital surplus | 942,169 | 791,558 | (150,611) | (15.99) |
| Retained earnings | 1,099,925 | 523,605 | (576,320) | (52.40) |
| Other interests | (401,956) | (456,503) | (54,547) | (13.57) |
| Treasurystock | (12,681) | -- | 12,681 | 100.00 |
| Non-controllinginterests | 795,067 | 750,466 | (44,601) | (5.61) |
| Total shareholders’ equity | 6,268,181 | 5,454,783 | (813,398) | (12.98) |
| The changes in assets, liabilities and shareholders’ equity of 20% or more for described below: 1.The decrease in retained earnings was due to the net loss for the period. 2. Increase in shareholders’ equity was due to the loss from the epidemic. |
the years 2020 and 2019 are |
270
Comparative analysis of individual financial status (IFRS applicable)
Unit: NT$1000
| Unit: NT$1000 | Unit: NT$1000 | |||
|---|---|---|---|---|
| Year Item |
2019 | 2020 | Difference | |
| Amount | % | |||
| Current assets | 4,924,060 | 5,564,991 | (640,931) | (13.02) |
| Equity-method investments |
6,917,644 | 6,847,702 | (69,942) | (1.01) |
| Property, Plant and Equipment |
909,783 | 904,882 | (4,901) | (0.54) |
| Intangible assets | 93 | -- | (93) | (100.00) |
| Other assets | 295,440 | 372,165 | 76,725 | 25.97 |
| Total assets | 13,047,020 | 13,689,740 | 642,720 | 4.93 |
| Current liabilities | 4,937,223 | 6,129,952 | 1,192,729 | 24.16 |
| Non-current liabilities |
2,636,683 | 2,855,471 | 218,788 | 8.30 |
| Total liabilities | 7,573,906 | 8,985,423 | 1,411,517 | 18.64 |
| Capital stock | 3,845,657 | 3,845,657 | -- | -- |
| Capital surplus | 942,169 | 791,558 | (150,611) | (15.99) |
| Retained earnings | 1,099,925 | 523,605 | (576,320) | (52.40) |
| Other interests | (401,956) | (456,503) | (54,547) | (13.57) |
| Treasurystock | (12,681) | -- | 12,681 | 100.00 |
| Total shareholders’ equity |
5,473,114 | 4,704,317 | (768,797) | (14.05) |
| Analysis of changes in the percentage of increase or decrease: 1.The increase in current assets was mainly due to the increase in capital loans to subsidiaries and the increase in foreign currency pledged loans of New Taiwan Dollars. 2.The increase in other assets is due to the provision and credit of deferred tax assets for the loss during this year. 3.Increase in current liabilities was due to the epidemic in order to increase short-term borrowings for the requirement of operation. 4.The decrease in retained earnings was due to the net loss for the period. |
Analysis of changes in the percentage of increase or decrease: 1.The increase in current assets was mainly due to the increase in capital loans to subsidiaries and the increase in foreign currency pledged loans of New Taiwan Dollars. 2.The increase in other assets is due to the provision and credit of deferred tax assets for the loss during this year.
3.Increase in current liabilities was due to the epidemic in order to increase short-term borrowings for the requirement of operation. 4.The decrease in retained earnings was due to the net loss for the period.
271
2. Financial Performance:
(1) Comparative analysis of consolidated financial performance (IFRS applicable)
Unit: NT$1,000, Earnings per share (NT$)
| Year Item |
2019 |
2020 | Increase (decrease) Amount |
Changes ratio(%) |
|---|---|---|---|---|
| Operatingrevenue | 10,919,724 | 8,594,659 | (2,325,065) | (21.29) |
| Operatingcosts | 8,865,307 | 7,350,952 | (1,514,355) | (17.08) |
| Grossprofit | 2,054,417 | 1,243,707 | (810,710) | (39.46) |
| Unrealized sales benefits(Note 4) | - | (26) | (26)) | (100.00) |
| Gross realized operatingincome | 2,054,417 | 1,243,681 | (810,736) | (39.46) |
| Operatingexpenses | 1,308,274 | 1,231,143 | (77,131) | (5.90) |
| Net other income and expenses (notes 29 and 37) |
55,618 | (9,383) | (65,001) | (116.87) |
| Operatingincome(loss) | 801,761 | 3,155 | (798,606) | (99.61) |
| Non-operatingincome and expenses | (134,874) | (294,957) | (160,083) | (118.69) |
| Net income(loss)before income tax | 666,887 | (291,802) | (958,689) | (143.76) |
| Net income (loss) of continuing business units |
666,887 | (291,802) | (958,689) | (143.76) |
| Total income tax expense(income) | 52,424 | (85,169) | (137,593) | (262.46) |
| Net income(loss) | 614,463 | (206,633) | (821,096) | (133.63) |
| Other comprehensive income (Income after tax) |
(113,896) | (17,771) | 96,125 | 84.40 |
| Total comprehensive income | 500,567 | (224,404) | (724,971) | (144.77) |
| Net income attributable to shareholders of theparent company |
558,021 | (207,286) | (765,307) | (137.15) |
| Net income (loss) attributable to noncontrollinginterests |
56,442 | 653 | (55,789) | (98.84) |
| Total comprehensive income attributable to stockholders of the parent |
444,877 | (241,385) | (686,262) | (154.26) |
| Total comprehensive income attributable to non-controlling interests |
55,690 | 16,981 | (38,709) | (69.51) |
| Earnings(net loss) per share | 1.61 | (0.54) | (2.15) | (133.54) |
| Analysis of changes in the percentage of increase or decrease: 1. Decrease in operating income, costs and gross margin: Due to the impact of COVID-19, the appointed company has reduced orders and shifts since April, resulting in fewer shipments and lower costs. On the price side, the depreciation of the U.S. dollar has lowered the unit price of sales in Taiwan dollars. The gross margin decreased due to the above reasons. 2. Other gains and losses decreased: This is due to the profit from the sale of 80 machines and equipment to non- affiliated weaving mills, Mai Hong and NIRVANA, in the previous year, and the loss from the retirement of more old equipment in the current year. 3.Decrease in non-operating income and expenses: (1) The exchange loss increased by $158,297 thousand compared to last year due to the decline in the U.S. dollar exchange rate and the excess of U.S. dollar assets over U.S. dollar liabilities. (2) Last year, a subsidiary, Changxing Fufa, made a profit of $14,409 thousand on disposal of investment properties. (3) The subsidiary, Fu Fa Group, made a profit of $9,154 thousand for the year. As a result of the above, non-operating income and expenses decreased compared to the same period last year. 4. Increase in income tax benefit: This was due to the provision and credit of deferred tax assets for the loss during this year. 5. Decrease in other comprehensive income: The decrease was mainly due to the appreciation of Renminbi (4.30→4.36), which resulted in the decrease in the difference of exchange loss recognized in the financial statements of foreign operatingcompanies. |
-
Decrease in operating income, costs and gross margin: Due to the impact of COVID-19, the appointed company has reduced orders and shifts since April, resulting in fewer shipments and lower costs. On the price side, the depreciation of the U.S. dollar has lowered the unit price of sales in Taiwan dollars. The gross margin decreased due to the above reasons.
-
Other gains and losses decreased: This is due to the profit from the sale of 80 machines and equipment to nonaffiliated weaving mills, Mai Hong and NIRVANA, in the previous year, and the loss from the retirement of more old equipment in the current year.
3.Decrease in non-operating income and expenses: (1) The exchange loss increased by $158,297 thousand compared to last year due to the decline in the U.S. dollar exchange rate and the excess of U.S. dollar assets over U.S. dollar liabilities. (2) Last year, a subsidiary, Changxing Fufa, made a profit of $14,409 thousand on disposal of investment properties. (3) The subsidiary, Fu Fa Group, made a profit of $9,154 thousand for the year. As a result of the above, non-operating income and expenses decreased compared to the same period last year.
272
(2) Comparative analysis of individual operating results (IFRS applicable)
Unit: NT$1,000, Earnings per share (NT$)
| Year Item |
2019 | 2020 | Increase (decrease) Amount |
Changes ratio(%) |
|---|---|---|---|---|
| Operatingrevenue | 4,269,376 | 3,005,640 | (1,263,736) | (29.60) |
| Operatingcosts | 3,681,229 | 2,807,286 | (873,943) | (23.74) |
| Grossprofit | 588,147 | 198,354 | (389,793) | (66.27) |
| Unrealized losses with subsidiaries and affiliates |
3,815 | 6,405 | 2,590 | 67.89 |
| Realized losses with subsidiaries and affiliates |
(6,909) | (3,815) | 3,094 | 44.78 |
| Realized operatingmargin | 585,053 | 200,944 | (384,109) | (65.65) |
| Operatingexpenses | 478,198 | 437655 | (40,543) | (8.48) |
| Net other income and expenses (Notes 26 and 33) |
31,392 | 6 | (31,386)) | (99.98) |
| Operatingnetprofit | 138,247 | (236,705) | (374,952) | (271.22) |
| Non-operatingincome and expenses | 454,641 | (61,479) | (526,120) | (115.52) |
| Net income before income tax | 592,888 | (298,184) | (891,072) | (150.29) |
| Net income (loss) of continuing business units |
592,888 | (298,184) | (891,072) | (150.29) |
| Loss of suspended business unit | -- | -- | -- | -- |
| Total income tax expense | 34,867 | (90,898) | (125,765) | (360.70) |
| Net income | 558,021 | (207,286) | (765,307) | (137.15) |
| Other comprehensive income (Income after tax) |
(113,144) | (34,099) | 79,045 | (69.86) |
| Total comprehensive income | 444,877 | (241,385) | (686,262) | (154.26) |
| Analysis of changes in the percentage of increase or decrease: 1. Decrease in operating revenues, costs and gross profit, and decrease in gross profit margin: This was mainly due to the impact of the epidemic, the decrease in orders and the reduction of shifts since April, the increase in unallocated manufacturing costs due to the lack of production capacity, the depreciation of the U.S. dollar, which lowered the unit price of sales in Taiwan dollars, and the shift in the Group’s pricing policy, which resulted in a higher unit price of incoming fabric to the related parties. 2. The decrease in other gains and losses was mainly due to the higher profit from the sale of non-related party's looms in the previous year, but there was no such profit in the current year. 3. Decrease in non-operating income and expenses: This was mainly due to the profit of overseas subsidiaries decreased because of the epidemic, investment income decreased, and the foreign currency assets exceeded the foreign currency liabilities due to the appointment of customers to borrow Taiwan dollars with pledges of U.S. dollar time deposits, and the sharp depreciation of the U.S. dollar (29.98→28.48) increased the exchange loss. 4. Increase in income tax benefit: This was due to the provision and credit of deferred tax assets for the loss during this year. 5. Increase in other comprehensive income: The decrease was mainly due to the appreciation of Renminbi (4.30→4.36), which resulted in the decrease in the difference of exchange loss recognized in the financial statements of foreign operatingcompanies. |
273
(3) Analysis of Changes in Operating Profit
Unit: NT$1000
| Unit: NT$1000 | Unit: NT$1000 | Unit: NT$1000 | Unit: NT$1000 | ||
|---|---|---|---|---|---|
| Item | The number of changes in the previous and subsequent periods |
Reasons of the Difference | |||
| Difference in the Selling Price |
Difference in the Cost Price |
Sales Combination Differences |
Difference in the Amount |
||
| Grossprofit | $ (810,710) | $ (215,441) | $ (866,368) | $ (11,986) | $283,085 |
| Explanation | 1.The price difference is due to the depreciation of the U.S. dollar, which resulted in a decrease in the unit sales price in Taiwan dollars. 2.The difference in cost price is due to the decrease in production quantity due to the impact of the epidemic and the increase in unit cost due to fixed cost sharing. 3.The difference in volume is due to the decline in orders as a result of the epidemic. |
3. Cash Flow
(1) Cash flow analysis for the most recent year (IFRS applicable)
| Year Item |
2020 |
2019 | Increase (decrease) percentage(%) |
|---|---|---|---|
| Cash flow ratio | 6.62 | 6.76 | (2.07) |
| Cash flow adequacyratio | 11.07 | 6.97 | 58.82 |
| Cash reinvestment ratio | (0.16) | 0.44 | (136.36) |
| Analysis of changes in the percentage of increase or decrease: 1. The increase in cash flow fair ratio was due to higher capital expenditures for investment in Vietnam and Anqing plants in previous years and lower inventory in the current year due to the decline in the epidemic. 2. The current negative investment ratio is due to the increase in dividendspaid duringtheyear. |
(2) Cash flow analysis for the coming year
Unit: NT$1000
| Unit: NT$1000 | Unit: NT$1000 | ||||
|---|---|---|---|---|---|
| Beginning balance of prepaid rent |
Estimation from the business activities of the whole year Net cash flow |
Estimated annual cash inflow (outflow) |
Estimated surplus (shortfall) of cash |
Remedial measures for estimated cash deficit |
|
| Investment plans |
Financing plans |
||||
| $ 1,223,480 | $ 750,432 | ($ 908,655) | $ 1,065,257 | - | - |
| 1. Analysis on cash flow situation for the coming year (1) Operating activities: In 2021, the net cash inflow was generated due to the restart of the pulling momentum and the addition of new customers. (2) Investing activities: The increase in cash outflow was mainly due to the purchase of additional equipment and investment in a new plant in Jiangsu. (3) Financing activities: The net cash inflow resulted from borrowings from banks. 2. Analysis on the remedial measures for estimated cash deficit: Not applicable. |
274
4. The impact of major capital expenditure in the last year on the financial business:
- (1) The use of significant capital expenditures and the source of funds:
| Actual or | Actual or | Actual or projected use | |||
| expected | expected | Total Funds | of funds |
||
| Project Items | |||||
| sources of | completion | Required | |||
| funds | date | 2020 | 2021 |
||
| Micro oil cylinder type automatic thread cutting and | |||||
Own funds |
2020/ 2 | 1,034 | 1,034 |
||
| bandagingmachine,etc. | |||||
| Garment proofing center cubicles, painting, etc. | Own funds | 2020/ 2 | 1,143 | 1,143 |
|
| Dye dissolution conveying 30 dyeing machines | |||||
| Own funds | 2020/ 9 | 2,079 | 1455 |
||
| pipelinepiping project | |||||
| Minsheng East Road Office Interior Design Project | Own funds | 2020/ 7 | 4,819 | 4819 |
|
| Minsheng East Road office interior design related | |||||
| Own funds | 2020/ 12 | 4,799 | 4,799 |
||
| works,etc. | |||||
| Dye titration machine. Preparation machine. | |||||
| Own funds | 2020/ 7 | 3,380 | 2,366 |
||
| Experiment Machine | |||||
| High temperature and high pressure yarn dyeing | |||||
| Own funds | 2020/ 7 | 2,550 | 2,550 |
||
| machine TGCH-300 | |||||
| Eight-chamber resin setting machine | Own funds | 2020/ 9 | 8,280 | 5,796 |
|
| Dye dissolution and delivery unit. Hot Water Tank | Own funds | 2020/ 8 | 4,772 | 3,340 |
|
| Professional version of the full-featured | |||||
| Own funds | 2020/ 2 | 1,195 | 1,195 |
||
| layout/scaling/marker software,etc. | |||||
| Grinding machine (airbag type) YB-099 | Own funds | 2020/ 11 | 2,700 | 2700 |
|
| Additional platform for shaping machine and other | |||||
| Own funds | 2020/ 9 | 1,896 | 1896 |
||
| works | |||||
| Garment proofing center water, electricity and fire | |||||
| Own funds | 2020/ 7 | 1,611 | 1,611 |
||
| protectionprojects | |||||
| ERP storage host redundancy. Computers, etc. | Own funds | 2020/ 7 | 1,549 | 1,549 |
|
| Automatic drawing-in machine for electrical | |||||
distribution and piping project. Washing and doup |
Own funds | 2020/ 7 | 1,465 | 1465 |
|
| project. Inverter type air compressor,etc. | |||||
| Firefighting deficiency improvement project | Own funds | 2021/ 3 | 1,580 | 1,580 | |
| 8 sets of fully computerized yarn covering machine. | |||||
| Own funds | 2021/ 1 | USD346 | USD228 |
USD118 |
|
| 2 sets of weftyarn machine | |||||
- (2) Expected benefits: In response to the change in market demand for products other than apparel and furniture products, functional fabric products are popular in the market, so we have purchased additional equipment to develop new products and improve product quality, which will increase order intake, improve gross profit and increase market competitiveness.
5. Re-investment policy, major reason for profit/loss of the last year, improvement plan and the investment plan for the coming year:
(1) The Company’s policy on re-investment
The Company has not engaged in investments in non-related industries. In addition to the investment cycle requirements of the internal control system, the Company also assists reinvestment companies in establishing appropriate internal control systems in accordance with the "Management of Related Party Transactions" and "Supervision and Management of Subsidiaries" regulations established by the Company, taking into account the local laws and regulations and the actual operating conditions of the reinvestment companies. Internal control system.
275
(2) Re-investment policy, major reason for profit/loss of the last year, improvement plan and the investment plan for the coming year:
As of Dec. 31, 2020; Unit: 1,000
| Re-investment Company | Invested Amount | Recognized investment income or loss of the invested company for the most recent year |
Main reasons for gains and losses |
Improvement Plan |
|---|---|---|---|---|
| DE LICACY (SAMOA) HOLDINGS CO., LTD. | 1,622,785 | (188) | None | None |
| TUNG MING TEXTILE CO., LTD.(Note) | -- | 7,020 | None | None |
| WELL UNIQUE ENTERPRISE CO.,LTD. | 102,588 | 7,549 | None | None |
| DE-FA INTERNATIONAL INDUSTRIAL CO.,LTD | 59,878 | (15,753) | None | None |
| CHADTEX INDUSTRIAL CO., LTD. | 177,335 | 3,893 | None | None |
| BEST ALLIANCE INTERNATIONAL LIMITED | USD 108,040,000 | 107,012 | None | None |
| VIEW BEST GLOBAL LIMITED | USD 2,475,000 | (14,797) | None | None |
| De Kao Trading Co., Ltd.(Note) | -- | (850) | None | None |
Note: Prior to July 8, 2020, the Company was a subsidiary of the Company and is now a subsidiary of a related company, Fufa Company.
(3) Investment plans for the coming year: None.
6. Risk items, and the related analysis and evaluation of the recent years and as of the printing date of the annual report:
-
(1) Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures during the recent years and as of the printing date of the annual report:
-
Effects of Changes in Interest Rates, Foreign Exchange Rates and and Future Response Measures:
The Company and Subsidiaries’s interest expense for the year 2019 and 2020 were NT$ 206,066 thousand and NT$177,717 thousand. The ratio of interest expense to net operating income was1.89% andand2.07% of net operating revenues.The Company's income was affected by the change in interest rate. Therefore, the Company also negotiates loan terms with various banks to obtain more favorable interest rates, and closely monitors the information on interest rate changes to evaluate and judge future interest rate trends. The Company also closely monitors the information on interest rate changes, evaluates the trend of future interest rates, and adjusts the short-, medium- and long-term financing limits according to the interest rate conditions in order to reduce the impact of interest rate changes on the Company's finances.
-
Effects of Changes in Interest Rates, Foreign Exchange Rates and and Future Response Measures:
-
(1) The Company is an export-oriented company, so changes in exchange rates have an impact on the Company’s revenue and profitability. For the years 2019 and 2020, the Company and its subsidiaries recognized exchange gains (losses) of $(61,644,000) and (219,941,000).
-
(2) Since most of the Company's sales are denominated in U.S. dollars, exchange gains and losses are affected by fluctuations in the U.S. dollar. In order to effectively manage foreign currency positions, the Company and its subsidiaries have dedicated staff to observe exchange rate fluctuations at all times and refer to financial information provided by banks and investment institutions to keep abreast of exchange rate movements and trends. In addition, for the net position of foreign currency, we use presales of U.S. dollar forward foreign exchange to reduce the impact of foreign currency exchange risk on the Company's operation.
-
Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures:
The market prices of the Company and its subsidiaries' major raw materials, such as plastic and chemical materials, are affected by fluctuations in global oil and commodity prices. In times of rising raw material costs, the Company and its subsidiaries have
276
responded by increasing stockpiling to mitigate the impact of rising raw materials, continuously improving process capabilities to reduce production costs, and developing high value-added products to improve gross margins and reduce the impact of inflation. The Company and its subsidiaries keep an eye on the fluctuation of global oil and commodity market prices and provide relevant information to the management for decision making and review, so as to enhance the possibility of responding to cost changes and to avoid adverse effects on the Company due to inflation.
-
(2) Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to Highrisk, High-leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Transactions during the recent years and as of the printing date of the annual report:
-
The Company and its subsidiaries have always focused on their businesses and operated them in a pragmatic manner. The Company and its subsidiaries do not engage in high-risk, highly leveraged investments other than those focused on the respective business areas of the Company.
-
The Company and its subsidiaries have established the "Procedures for Lending Funds to Others" and "Procedures for Endorsements and Guarantees" as a management system to regulate the risks of lending funds and endorsements and guarantees to achieve the purpose of effectively controlling the operating risks of the Company and its subsidiaries.
-
In accordance with the amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” on 2019.03.07 by the Securities and Futures Commission of the Ministry of Finance, the Company amended the Company’s “Procedure for Lending Funds to Others” , approved by 2020 Shareholders Meeting. The execution of the loan of funds to others must follow the "Procedures for Loan of Funds to Others".
-
In accordance with the amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” on 2019.03.07 by the Securities and Futures Commission of the Ministry of Finance, the Company amended the Company’s “Procedure for Endorsements and guarantees” , approved by 2019 Shareholders Meeting. The execution of the endorsement guarantee operation must follow the “Procedure for Endorsements and guarantees”.
-
The Company and its subsidiaries have established “Procedures for the Acquisition or Disposal of Assets” as a basis for engaging in related transactions, approved by 2019 Shareholders Meeting. The Company and its subsidiaries entered into derivative financial instrument transactions primarily to hedge the risk of foreign currency assets and liabilities arising from fluctuations in exchange rates.108 and 109The financial assets and liabilities at fair value through profit or loss for the years 2019 and 2020, resulted in valuation (loss) gains and losses of34,715 thousand and($34,715 thousand) and(18,301) thousand.(18,301) thousand. The Company and its subsidiaries engage in the above-mentioned derivative instruments mainly for hedging purposes. Overall, the Company and its subsidiaries have not engaged in derivative transactions that have had a material adverse effect on the Company's financial position.
-
(3) Research and development expenses during the recent years and as of the printing date of the
-
annual report:
-
Future R&D plans:
Since our company was established, we have been developing our own research and development, cultivating research and development professionals, grasping the pulse of global market trends and combining the needs of end customers to carry out project research and development, mainly to develop functional fabrics that meet health needs. The main products are long fiber post-dyed or first dyed functional sports fabrics, outdoor sports special functional laminated products, post-dyed long and short fibers interwoven popular or functional fabrics, long and short fibers post-dyed or first dyed popular fabrics for men and women.
The Company actively participates in government-assisted industrial project cooperation programs and government-organized textile training courses, and sends its R&D staff to participate in international fabric exhibitions to learn the fashionable information of the market, so as to enhance the fashion sensitivity and innovative technology capability of the R&D staff of the Company and its subsidiaries, and to meet the
277
customer's needs in the direction of R&D. In the future, the Company and its subsidiaries will continue to invest in research and development to improve the competitiveness and advantages of products. In the future, the Company and its subsidiaries will continue to invest in research and development to enhance the competitiveness and advantages of our products. New products planned to be developed are detailed in the operation profileP.61~62The new products will be developed by the company.
-
Estimated R&D expenses: The estimated R&D expenses for 2021 are NT$210,000 thousand.
-
(4) Effects and Response to Changes in Domestic and Foreign Policies and Regulations Relating to
-
Corporate Finance and Sales during the recent years and as of the printing date of the annual report:
The Company has not been subject to any significant domestic or foreign policy or legal changes in recent years that would affect the Company's financial and business operations. The Company has always complied with the regulations of relevant domestic and foreign laws and regulations, and pays close attention to policies and laws that may affect the Company's operations to ensure normal operations, and communicates with its accountants and attorneys at all times to plan countermeasures.
-
(5) Effects of and Response to Changes in Technology and the Industry Relating to Corporate
-
Finance and Sales during the recent years and as of the printing date of the annual report: None
-
(6) The Impact of Changes in Corporate Image on Corporate Risk Management, and the
-
Company’s Response Measures during the recent years and as of the printing date of the annual report: None
-
(7) Expected Benefits from, Risks Relating to and Response to Merger and Acquisition Plans during the recent years and as of the printing date of the annual report: None
-
(8) Expected Benefits from, Risks Relating to and Response to Factory Expansion Plans during the recent years and as of the printing date of the annual report: None
-
(9) Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration during the recent years and as of the printing date of the annual report: None
-
(10) Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10% during the recent years and as of the printing date of the annual report: None
-
(11) Effects of, Risks Relating to and Response to the Changes in Management Rights during the recent years and as of the printing date of the annual report: None
-
(12) For the contentious or non-contentious events, it shall list the directors, general manager, substantial person in charge, and shareholders with more than 10% shareholding, as well as the major contentious and non continuous events or administrative litigation event related to the affiliates currently or in the past according to the judgment. For those that the result might show substantial influence on the shareholder’s equity or price of securities, it shall disclose its fact, target amount, start date of litigation, major involved parties and handling situation until the date of using the annual report: None
-
(13) Other significant risks and contingencies during the recent years and as of the printing date of the annual report: assessed to be free of information security risks.
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7. Other important matters
1. Significant business events (last five years)
- (1) Acquisition or merger of other companies
Our investment in Samoan Triad Holding Company (Samoan Triad Corporation) was mainly through re-investment of Somoa Victory Holdings (Victory Company, 100% shareholding) and indirect investment of British Virgin Islands Deyi International Co., Ltd. (Deyi Company, 100% shareholding); moreover, Deyi Company then make indirect investment of Hangzhou De Licacy Textile Company (Hangzhou De Licacy Company, 100% shareholding) and British Virgin Islands Eden Road International Company (Eden Road Company, 100% shareholding). The Board of Directors of the Company resolved on January 16, 2014 that Samoan De Licacy Company should make a direct investment in Deyi Company. Victory Company transferred the shares of its original investment in Deyi Company to Samoa De Licacy Company. This change in investment structure was approved by the Investment Review Committee of the Ministry of Economic Affairs on January 22, 2014. In 2014, the Company increased its investment in Somoa De Licacy Company by NT$123,488 thousand, which was approved by the Investment Commission of the Ministry of Economic Affairs on January 23, 2014. In 2017, 2018 and 2019, we increased our investment in Somoa De Licacy by US$1,345 thousand, US$4,301 thousand and US$4,440 thousand, and in 2018, we received US$9,230 thousand as a refund of capital reduction.
The investment in HSL China Metropolitan Fund I (GP) Ltd. (HSL Ltd., 16.67% shareholding) of US$297,155 thousand (US$5,000 thousand and RMB28,995 thousand) made by Somoa De Licacy, a subsidiar y, in November 2014 was transferred to available-for-sale financial assets on December 31, 2015. (HSL Ltd., 16.67% shareholding) of $297,155 thousand (US$5,000 thousand and RMB28,995 thousand) was transferred to available-for-sale financial assets on December 31, 2015. The fund was resolved by the fund committee to distribute the earnings on September 28, 2017, and the Consolidated Company recognized dividend income of $82,069 thousand (RMB18,000 thousand) in proportion to its shareholding, and recovered the investment principal of $275,100 thousand (RMB60,000 thousand) on September 30, 2017. This fund completed the liquidation process and distributed the remaining surplus on December 29, 2017.
In September 2014, the Company subscribed for a cash capital increase of $21,150 thousand in proportion to its shareholding in Fufa Company, and in October 2014, some shareholders of Fufa Company renounced their share options. In addition, the Company increased its shareholding from 45.3% to 49.48% (including the 50.7% shareholding of the consolidated subsidiary) by subscribing for additional cash capital of NT$18,983 thousand, and the Company has the ability to control Since October 2014, Fufa Company and its reinvestment in E TEXTILE CO., LTD., FAITH GAIN INVESTMENT LIMITED, Bright Wisdom Holdings Ltd. and Zhejiang Fufa Textile Limited are all included as subsidiaries of the Company. The Company remeasured its previously held interest in Fufa Company at its acquisition date fair value, resulting in a bargain purchase gain of $19,960 thousand, which is presented separately in the consolidated statements of income. The fair value was valued as of September 30, 2014 by Fengyi Asset Consulting Co., Ltd., an independent consultant that is not a related party, using the income approach supplemented by the cost and market approaches. In November 2014, the Company acquired another 6.26% of shares of Fufa Company from an unrelated party for $24,890 thousand, increasing its shareholding from 49.48% to 55.74%. On December 30, 2014, Bright Wisdom Holdings Ltd. acquired 80.769% of the shares of Total Express Ltd. for US$0.80769. Total Express Ltd. is mainly engaged in international trading business. Fufa Company approved the sale of 53.62% equity interest in Bright Wisdom Ltd. by its subsidiary FAITH GAIN Company for USD 5,630,000 and the indirect sale of Zhejiang Fufa Company and Total Express Ltd. to Deyi Company. This equity transfer was approved by the Investment Review Committee of the Ministry of Economic Affairs on December 22, 2017 and the equity transfer agreement was signed on December 27, 2017. Therefore, the transfer of ownership is an organizational reorganization under common control. In June 2019, the Company acquired 3.96% of Fufa Company from an unrelated party for $21,664 thousand, resulting in an increase in shareholding from 55.74% to
279
59.7%. Bright Wisdom Ltd. acquired 19.231% equity interest in Zhejiang Fufa Company and Total Express Ltd. from key management at the end of 2019 for $74,950,000 (US$2,500,000) (recorded as other payables - related parties). resulting in an increase in shareholding from 80.769% to 100%. On January 14, 2020, the board of directors approved the purchase of 1.22% of Fufa Company from its subsidiary Tung Ming Company for $6,633,000, resulting in an increase in shareholding from 59.7% to 60.92%. On June 19, 2020, the board of directors approved the sale of 35.94% of Fufa Company's shares (14,293 thousand shares to unrelated parties) for $195,227 thousand ($13.7 per share, net of securities transaction tax of $587 thousand), resulting in a decrease in shareholding to 24.98%. The transaction price was determined by reference to the equity value valuation report of EVERMORE CONSULTING CO., LTD., an independent nonrelated party, as of March 31, 2020, using the net equity method and the cost-benefit ratio method. The closing of the equity transfer between the seller and the buyer was completed on July 8, 2020, which resulted in the Consolidated Company losing control of Fufa Company and its subsidiaries.
In April 2014, the Company invested $85,000 thousand to establish REMOTEK CORPORATION with an unrelated party, holding 53.125% of the shares. REMOTEK CORPORATION is mainly engaged in the textile manufacturing, dyeing and finishing, and trading of various textile products. However, in October 2015, the shareholding ratio was reduced from 53.125% to 51.306% due to the non-subscription of cash capital increase of $43,031 thousand for REMOTEK CORPORATION in accordance with the shareholding ratio. In June 2016, the Company's shareholding ratio was reduced from 51.306% to 50.41% because the Company did not subscribe to REMOTEK CORPORATION's cash capital increase of $27,705 thousand in accordance with its shareholding ratio. Acquired 4.65% of REMOTEK CORPORATION from an unrelated party for $21,329 thousand in fiscal 2020, resulting in an increase in shareholding from 50.41% to 55.06%.
On April 28, 2015, Somoa De Licacy established Hao Wang Company (100% shareholding) with a capital of US$2,500 thousand, mainly for indirect investment in Changxing Fufa Company (100% shareholding). Approved by the Investment Review Committee of the Ministry of Economic Affairs on September 4, 2015. Changxing Fufa Company was liquidated on October 31, 2020 and the liquidation amount of $77,739 thousand (US$2,706 thousand) was remitted to Hao Wang Company for remittance to De LicacySomoa Company on November 30, 2020.
On November 25, 2015, the Company established De LicacyBVI Holding Company (100% shareholding) with a capital of US$1,766 thousand and indirectly invested in Victory Cayman (100% shareholding), mainly for indirect investment in VietnamDe Licacy Company (100% shareholding). The investment was approved by the Investment Review Committee of the Ministry of Economic Affairs on January 7, 2016. In 2016, 2017, 2018 and 2019, the Company will invest an additional US$15,350,000, US$59,720,000, US$17,604,000 and US$13,600,000, respectively, to indirectly invest in VietnamDe Licacy. And on January 13, 2017 and April 18, 2017, the board of directors resolved to capitalize VietnamDe Licacy with US$39,680,000 in debt for the purchase of machinery and equipment from VietnamDe Licacy by Textron Cayman. Of the indirect investment in Vietnam De Licacy, US$29,660 thousand, US$36,720 thousand and US$39,680 thousand were approved by the Investment Review Committee of the Ministry of Economic Affairs on October 18, 2017, April 20, 2018, March 7, 2019 and December 31, 2020, respectively, for review.
On December 28, 2015, the Company invested $5,100 thousand to establish Nan De Company with an unrelated party, in which the Company holds 51% of the shares. Nan De Company was established as Nan De SAMOA Company on March 23, 2016. Nan De SAMOA Company applied to the SAMOA Government Company Registry for delisting on November 13, 2017 as it no longer has actual operating activities and was dissolved as of the delisting date. Nan De Company was liquidated on August 31, 2018 by the shareholders' provisional resolution due to the absence of actual operating activities in recent years, and the base date of liquidation was October 2, 2018, and the Consolidated Company has refunded liquidation amounts of $393 thousand and $85 thousand in fiscal 2018 and 2019, respectively.
Somoa De Licacy Company established De Licacy Anguilla Company (100% shareholding) with a capital of US$4,905 thousand on March 14, 2016, mainly for the
280
purpose of reinvesting in ERA NOUVEAU INTERNATIONAL CO. (ERA NOUVEAU Company, 49% shareholding), which was approved by the Investment Review Committee of the Ministry of Economic Affairs on November 18, 2016. International Co., LTD. (ERA NOUVEAU Company).
In 2016, 2017, 2018, 2019 and 2020, Somoa De Licacy increased its investment in Poly Corporation by US$264 thousand, US$262 thousand, US$257 thousand, US$532 thousand and US$159 thousand, respectively, mainly for indirect investment in Perfect Step Investments (Perfect Step Ltd., 20% shareholding).
In December 2017, the Company invested US$1,105 thousand to establish Jingda Global Company (100% shareholding), and in July 2018, the Company invested an additional US$830 thousand mainly for indirect investment in Vietnam ATAGO Company (30% shareholding). In fiscal 2020, the Company increased its investment in Jingda Company by $15,622 thousand ($540 thousand), which was mainly used to lend funds to Vietnam AGATO Company, an affiliate, for its operation.
In 2017, Somoa De Licacy invested US$1,000,000 to establish Nutransfer (50% shareholding) with an unrelated party, because Somoa De Licacy has the power to appoint and dismiss a majority of the members of the board of directors of Nutransfer and has the ability to direct its relevant activities. Since Somoa De Licacy has the authority to appoint and dismiss more than half of the members of the board of directors of Nutransfer and has the ability to direct its activities, it is classified as a subsidiary, mainly for indirect investment in Nutransfer (Vietnam) (100% shareholding). In fiscal 2019, Somoa De Licacy increased its investment in De Hong Company (50% shareholding) by $500 thousand, mainly for indirect investment in De Hong (Vietnam) Company (100% shareholding).
On September 6, 2017, Somoa De Licacy invested US$100 thousand to establish New Lake (100% shareholding), which is mainly engaged in import and export trade, De LicacySomoa will invest an additional $174,300 thousand ($6,000 thousand) in New Lake in 2020 to repay the loan in U.S. dollars.
Somoa De Licacy Inc. established Star De Licacy Inc. on August 16, 2017 with a capital of US$165,000 with an unrelated party (50% shareholding). Deli Star International Limited is engaged in the general investment business. The Consolidated Company is a subsidiary because its financial and operating policies are directed by the Consolidated Company. Deli Star International Limited is expected to be automatically delisted by the Government of Anguilla in six months' time as the Consolidated Company returned $5,200,000 in liquidation on August 16, 2019, as it no longer has actual operating activities.
In August 2018, Somoa De Licacy recovered US$5,630 thousand from Deyi Company's capital reduction.
In April 2018, Somoa De Licacy invested US$11,920,000 to establish GLORY WEALTHY CORPORATION LIMITED (GLORY WEALTHY Company, 38% shareholding), which is an indirect investment in GLORY WEALTHY CORPORATION LIMITED. Company, 38% shareholding).
In November 2018, Deyi Company and Eden Road Company increased their investments in Bright Wisdom Ltd. by US$2,151 thousand and US$416 thousand, respectively, mainly to reinvest in Lucky Apex Ventures Limited (100% shareholding) and indirectly in Anqing Defa Company (100% shareholding). The investment was approved by the Investment Review Committee of the Ministry of Economic Affairs on October 30, 2018. Cash capital increase to be processed in June 2019. However, Tung Ming Company, Deyi Company and Eden Road Company were not recognized in proportion to their shareholdings, resulting in changes in their shareholdings in Bright Wisdom Ltd. of 5.22%, 45.85% and 20.23%, respectively. On January 14, 2020, the board of directors approved the acquisition of 5.22% and 20.23% of the shares of Bright Wisdom Ltd. from subsidiaries Tung Ming Company and Eden Road Company at US$1.0376 per share, respectively, by Deyi Company to indirectly As a result, the shareholding ratio increased from 45.85% to 71.3%. Therefore, the transfer of shareholding was an organizational restructuring under common control.
281
On June 28, 2019, the Company established Deguo Company (60% shareholding) with an unrelated party at a capital of $12,000 thousand, and Deguo Company is mainly engaged in general import and export trade. On March 12, 2020, the board of directors approved the sale of 60% of Deguo Company's shares to Fufa Company for $12,000 thousand, thus the transfer of shares was an organizational restructuring under a jointly controlled entity.
On April 20, 2020, the board of directors approved the sale of 91.28% of the equity interest in Tung Ming Company to Fufa Company, a subsidiary, for $258,989 thousand, thus the transfer of equity interest was a reorganization under a jointly controlled entity.
Bright Wisdom Ltd. acquired 19.231% equity interest in Zhejiang Fufa Company and Total Express Ltd. from key management at the end of 2019 for $74,950,000 (US$2,500,000), increasing the shareholding ratio from 80.769% to 100%.
On September 24, 2020, Bright Wisdom Ltd. acquired 100% of the shares of PCL TECHNOLOGIES, INC. from key management for $3,000,000 ($103,000). PCL TECHNOLOGIES, INC. is mainly engaged in general import and export trade. The Consolidated Company recognized goodwill of $552 thousand for the difference between the transfer consideration and the fair value. The fair value was based on the appraisal report of Eternal Asset Consulting Co., Ltd., an independent appraiser of unrelated parties, on the apportionment of corporate equity and acquisition price as of September 30, 2020, and the valuation method was the discounted cash flow method. On September 24, 2020, Bright Wisdom Ltd. increased its investment in PCL TECHNOLOGIES, INC. by $7,000 thousand (US$239 thousand). The above investment was approved by the Investment Review Committee of the Ministry of Economic Affairs on September 16, 2020, and was approved on October 27, 2020.
In March 2020, De Licacy Somoa Company indirectly invested $1,572,000 (US$50,000) in Hong Kong Eden Road Company, which is engaged in general import and export trade, through Deyi Company.
The Wanhao Company and Accuratech Company are companies to which the Consolidated Company has no material equity investment, but the Consolidated Company has control over the financial and operating policies of these companies, and therefore the Consolidated Company has control over them and they are included in the preparation of the consolidated financial statements. The Consolidated Company has established Wanhao (SAMOA) and Accuratech (SAMOA) Company in October 2020 to transfer the operating activities of the former Wanhao Company and Accuratech Company.
(2) demerger: None.
- (3) Re-invested affiliated companies
Unit: NT$1,000 (or USD)
| Unit: NT$1,000 | Unit: NT$1,000 | (or USD) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Re-invested businesses | Main business | Investment Costs |
Book Value | Number of Shares | Net value of the equity |
~~M~~arket price |
Accounting Treatment |
The recent year (2020) Return on Investment |
Shareholdings | ||
| Number of shares (1,000) |
Equity Percentage |
Investment income or loss |
Distributed Dividends |
||||||||
| DE LICACY (SAMOA) HOLDINGS CO., LTD. (Note 1) |
General Investment Industry |
1,622,785 | 3,393,211 | 52,604 | 100 | 3,497,273 | None | Equity- method |
(188) | - | None |
| TUNG MING TEXTILE CO., LTD. (Note 1) |
Manufacture, processing and trading of chemical fibers |
- | - | - | - | 208,2968 | None | Equity- method |
7,020- | - | None |
| Lucky Unique Enterprise Company. (Note 1) |
Manufacture and processing of various fiber textile products |
102,588 | 111,412 | 9,936 | 24.98 | 446,154 | None | Equity- method |
7,549 | 7,949 | 2,040 |
| DE-FA INTERNATIONAL INDUSTRIAL CO.,LTD (Note 1) |
General Import and Export Trade |
59,878 | 49,709 | 5,500 | 100 | 49,665 | None | Equity- method |
(15,753) | - | None |
| CHADTEX INDUSTRIAL CO., LTD. (Note 1) |
Textile manufacturing, dyeing and finishing, and trading of various textile |
177,335 |
239,702 | 18,931 | 55.06 | 435,745 | None | Equity- method |
3,893 | 31,198 | None |
282
| products | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| DE LICACY OLDINGS CO.,LTD .(Note 1) |
General Investment Industry |
USD 108,040,000 |
3,012,615 | 27 | 100.00 | 3,020,823 | None | Equity- method |
107,012 | - | None |
| VIEW BEST GLOBAL LIMITED(Note 1) |
General Investment Industry |
USD 2,475,000 |
41,053 | 2,745 | 100.00 | 41,053 | None | Equity- method |
(14,796) | - | None |
| De Kao Trading Co., Ltd. (Note 1) |
General Import and Export Trade |
- | - | - | - | 695 | None | Equity- method |
(850) | - | None |
| Lucky Unique Enterprise Company (Note 2) |
Manufacture and processing of various fiber textile products |
- | - | - | - | 446,154 | None | Equity- method |
87 | - | None |
| Bright Wisdom Holdings Limited(Note 2) |
General Investment Industry |
- | - | - | - | 867,281 | None | Equity- method |
101 | - | None |
| BEST ALLIANCE INTERNATIONAL LIMITED. (Note 3) |
General Investment Industry |
1,397,855 | 2,377,922 | 37,900 | 100.00 | 2,341,572 | None | Equity- method |
94,631 | - | None |
| Vantage Gain Holdings Limited.(Note 3) |
General Investment Industry |
USD 6,501,742 |
154,512 | 6,502 | 73.33 | 210,708 | None | Equity- method |
(7,455) | - | None |
| HAO WANG INVESTMENTS LIMITED.(Note 3) |
General Investment Industry |
- | - | - | - | - | None | Equity- method |
(13,062) | - | None |
| DE LICACY (ANGUILLA) HOLDINGS CO., LTD. (Note 3) |
General Investment Industry |
USD 5,005,000 |
46,474 | 5,005 | 100.00 | 46,474 | None | Equity- method |
(46,468) | - | None |
| DE HONG HOLDINGS CO.,LTD.(Note 3) |
General Investment Industry |
USD 1,500,000 |
33,793 | 1,500 | 50.00 | 67,585 | None | Equity- method |
(4,803) | - | None |
| New Lake Ltd. (Note 3) |
General Import and Export Trade |
USD 6,100,000 |
296,860 | 6,100 | 100.00 | 296,860 | None | Equity- method |
1,452 | - | None |
| Beauty Plus Ventures. Limited (Note 3) |
General Investment Industry |
USD 11,920,238 |
338,315 | 11,920 | 85.00 | 398,017 | None | Equity- method |
(12,443) | - | None |
| Eden Road International Co., Ltd. (Note 4) |
General Import and Export Trade |
1,700 | 411 | 50 | 100.00 | 8,391 | None | Equity- method |
7,889 | - | None |
| Hangzhou Delicacy Textile Co., Ltd.(Note 4) |
Production and sales of long and short fiber fabric processing and finishing |
USD 18,289,091 780,770 |
1,730,774 | 42,000 | 100.00 | 1,782,461 | None | Equity- method |
27,000 | - | None |
| Bright Wisdom Holdings Limited (Note 4) |
General Investment Industry |
USD 14,902,500 |
474,038 | 14,903 | 53.22 | 867,281 | None | Equity- method |
6,067 | - | None |
| Hong Kong Eden Road International Co.,Ltd. (Note 4) |
General Import and Export Trade |
USD 50,000 |
70,029 | 50 | 100.00 | 70,029 | None | Equity- method |
68,457 | - | None |
| Bright Wisdom Holdings Limited(Note 5) |
General Investment Industry |
- | - | - | - | 867,281 | None | Equity- method |
393- | - | None |
| Gain Faith Investment Co.,Ltd.(Note 6) |
General Investment Industry |
USD 6,190,000 |
218,141 | 6,190 | 100.00 | 218,141 | None | Equity- method |
21,708 | - | None |
| E Textile Co .,Ltd. (Note 6) |
Manufacture, processing and trading of various fiber textileproducts |
5,000 | 5,623 | 500 | 80.00 | 6,591 | None | Equity- method |
(2,700) | - | None |
| De Kao Trading Co., Ltd. (Note 6) |
General Import and Export Trade |
12,000 | 417 | 1,200 | 60.00 | 695 | None | Equity- method |
(8,029) | - | None |
| TUNG MING TEXTILE CO., LTD. (Note 6) |
Manufacture, processing and trading of chemical fibers |
258,989 | 190,124- | 15,280 | 91.28 | 208,296 | None | Equity- method |
11,323 | - | None |
| Total Express Limited(Note 7) |
International Trade Business |
USD 1 |
62,615 | - | 100 | 62,615 | None | Equity- method |
30,565 | - | None |
| APEX TEXTILE CO.,LTD (Note 7) |
Manufacture and sale of textile products and dyeingand finishing |
USD 3,000,000 35,400 |
193,570 | 13,000 | 53.22 | 363,695 | None | Equity- method |
(10,951) | - | None |
| LUCKY APEX VENTURES LIMITED(Note 7) |
General Investment Industry |
USD 14,655,000 |
429,371 | 14,655 | 100.00 | 429,371 | None | Equity- method |
(4,360) | - | None |
| Futures co., Ltd.(Note 7) | General Import and Export Trade |
10,000 | 11,369 | 1,000 | 100.00 | 10,816 | None | Equity- method |
1,369 | - | None |
| Changxing Fufa Textile Co., Ltd.(Note 8) |
Manufacture, dyeing and sales of various high quality fabrics |
- | - | - | - | - | None | Equity- method |
(244) | - | None |
| DE SHEN (CAYMAN) HOLDINGS CO., LTD (Note 9) |
General Investment Industry |
USD 108,032,701 |
3,020,787 | 108,032.70 | 100.00 | 3,020,787 | None | Equity- method |
104,372 | - | None |
| Vietnam DE LICACY Industrial Co., Ltd. (Note 10) |
Printing, dyeing, finishing, garment manufacturing and trading of various textile and yarn materials |
USD 114,660,489.5 |
3,149,085 |
- | 100.00 | 3,290,223 | None | Equity- method |
102,598 | - | None |
283
| Perfect Step Ltd.(Note 11) | General Investment Industry |
USD 8,862,037 |
210,718 | 8,862 | 20.00 | 972,968 | None | Equity- method |
(10,096) | - | None |
|---|---|---|---|---|---|---|---|---|---|---|---|
| New Premium Enterprise Co.,Ltd.(Note 12) |
General Investment Industry |
USD 5,000,000 |
46,459 | 5,000 | 50.00 | 92,919 | None | Equity- method |
(464211) | - | None |
| DE HONG INTERNATIONAL CO.,LTD (DH). (Note 13) |
Printing and finishing of various types of garments and cloths |
USD 2,500,000 |
61,043 | - | 100.00 | 61,043 | None | Equity- method |
(3,026) | - |
None |
| ATAGO GARMENT VIET NAM CO., LTD(Note 14) |
Garment manufacturing and tradingbusiness |
USD 1,915,070 |
25,314 | - | 30.00 | 84,380 | None | Equity- method |
(14,531) | - | None |
| Plentiful Praise Limited (Note 15) |
General Investment Industry |
USD 14,023,848 |
399,151 | - | 38.00 | 1,050,398 | None | Equity- method |
(14,548) | - | None |
| APEX (ANQING)TEXTILE CO.,LTD (Note 16) |
Manufacture and sale of various high quality fabrics and textiles |
USD 10,400,000 |
164,027 | 10,400 | 53.22 | 308,188 | None | Equity- method |
(1,692) | - | None |
Note1: Invested by De Licacy Industrial Co., Ltd.
-
(1)On April 20, 2020, the board of directors approved the sale of 91.28% of the equity interest in Tung Ming Company to Fufa Company, a subsidiary, for $258,989 thousand, thus the transfer of equity interest was a reorganization under a jointly controlled entity.
-
(2)On March 12, 2020, the board of directors approved the sale of 60% of Deguo Company to Fufa Company, a subsidiary, for $12,000 thousand, thus the transfer of ownership was an organizational restructuring under a jointly controlled entity.
-
Note 2: It was invested by Tung Ming Textile Company
-
Note 3: It was invested by De Licacy Somoa Holdings Limited
-
Note 4: It was invested by British Virgin Islands Deyi International Co., Ltd.
Note 5: It was invested by Eden Road International Limited
-
Note 6: It was invested by Fufa Industrial Company. On January 14, 2020, the board of directors approved the purchase of 1.22% of Fufa Company from its subsidiary Tung Ming Company for $6,633,000, resulting in an increase in shareholding from 59.7% to 60.92%. On June 19, 2020, the Board of Directors approved the sale of 35.94% of Fufa Company's shareholding, resulting in a decrease in shareholding to 24.98%. The closing of the equity transfer between the seller and the buyer was completed on July 8, 2020, which resulted in the Consolidated Company losing control of Fufa Company and its subsidiaries.
-
Note 7: It was invested by Bright Wisdom Holdings Limited
-
Note 8: It was invested by Hao Wang Investment Co., Ltd. The liquidation of Changxing Fufa Company was completed on October 31, 2020.
-
Note 9: It was invested by De LicacyBVI Holdings Limited
-
Note 10: It was invested by Victory (Cayman) Holdings Limited
-
Note 11: It was invested by Poly Developments And Holdings Group Co.,Ltd.
Note 12: It was invested by De Licacy(Anguilla) Holdings Limited
Note 13: It was invested by DE HONG HOLDINGS CO.,LTD.
Note 14: It was invested byJingda Global Limited
- Note 15: It was invested byMega Ventures Co., Ltd.
Note 16: It was invested by Lucky Apex Ventures Limited
284
(4) Reorganization: None.
(5) Acquisition or disposal of significant assets:
On January 16, 2014, the Board of Directors of the Company entered into an agreement to dispose of the shares of Victory Company and Xinhao Company for the indirect sale of the shares of Shanghai De Licacy Company. Victory Company and Xinhao Company are general investment companies and Shanghai De Licacy Company is responsible for the production and sale of finished long fiber fabrics of the consolidated company. The Consolidated Company completed the transfer of ownership in May 2014, and the transfer of ownership between the buyer and seller was completed in December 2014, thus the Consolidated Company lost control over it.
Deying Company was dissolved in liquidation on May 11, 2016 by resolution of the shareholders' meeting as it had no actual operating activities in recent years. The liquidation base date was May 27, 2016, and the Consolidated Company recovered $9,190 thousand in liquidation in June 2016.
Nan De Clothing Industrial (SAMOA) Company applied for delisting from the SAMOA Government Companies Registry on 13 November 2017 as it no longer has actual operating activities and was dissolved with effect from the date of delisting.
The foreign fund investment is a prepaid investment in HSL Metropolitan Fund I of $297,155 thousand (US$5,000 thousand and RMB28,995 thousand, representing 16.67% of the total capital contribution) by Somoa De Licacy, a subsidiary, in November 2014. The fund was resolved by the fund committee to distribute the earnings on September 28, 2017, and the Consolidated Company recognized dividend income of $82,069 thousand (RMB 18,000 thousand) in proportion to its shareholding. As of September 30, 2017, the principal amount of the investment was $275,100,000 (RMB60,000,000). This fund completed the liquidation process and distributed the remaining surplus on December 29, 2017, and the Consolidated Company recognized a gain of $20,878 thousand from the disposal of investment based on the distributable surplus.
Nan De Industrial Limited was liquidated on August 31, 2018 by the shareholders' provisional resolution due to the absence of actual operating activities in recent years, and the liquidation base date was October 2, 2018. The Consolidated Company has returned $393 thousand in liquidation payments for the year ended December 31, 2018.
Deli Star Company has returned the liquidation amount of $5,200 thousand on August 16, 2019 because there is no longer actual operating activity. It is expected to be automatically delisted by the Anguilla government in six months.
On January 14, 2020, the board of directors approved the purchase of 1.22% of Fufa Company from its subsidiary Tung Ming Company for $6,633,000, resulting in an increase in shareholding from 59.7% to 60.92%. On March 12, 2020, the board of directors approved the sale of 60% of the shares held by Deguo Company to Fufa Company for $12,000 thousand. On April 20, 2020, the board of directors approved the sale of 91.28% of the shares held by Tung Ming Company to Fufa Company for $258,989 thousand. On June 19, 2020, the Board of Directors approved the sale of 35.94% of Fufa Company to an unrelated party for $195,227 thousand, resulting in a decrease in shareholding to 24.98%. The transaction price was determined by reference to the equity value valuation report of EVERMORE CONSULTING CO., LTD., an independent non-related party, as of March 31, 2020, using the net equity method and the cost-benefit ratio method. The closing of the equity transfer between the seller and the buyer was completed on July 8, 2020, which resulted in the Consolidated Company losing control of Fufa Company and its subsidiaries.
(6) Significant changes in the method of operation or business content: None.
285
VIII. Special Disclosure
(1) Summary of Affiliated Companies:
一 ( )Consolidated Business Reports of Affiliated Companies
==> picture [814 x 316] intentionally omitted <==
----- Start of picture text -----
1. Organizational Chart of Affiliated Companies:
De Licacy Industrial Co., Ltd.
55.06% 100% 100% 100% 100%
CHADTEX Samoa De Licacy Industrial Co., Ltd. DE-FA DE LICACY VIEW BEST
INTERNATIONAL
INDUSTRIAL 100% 100% 50% 100% 100% 85% 73.33% INDUSTRIAL INDUSTRIAL GLOBAL
CO., LTD. CO.,LTD CO., LTD. LIMITED
LIMITED
BEST ALLIANCE INTERNATIONAL LIMITED HAO WANG DE HONG NEW LAKE DE LICACY BEAUTY Vantage 100%
INVESTMENTS HOLDINGS LIMITED (ANGUILLA) PLUS Gain
LIMITED CO.,LTD HOLDINGS VENTURES Holdings DE SHEN
53.22% 100.% 100% 100% CO., LTD. LIMITED Limited
(CAYMAN)
100% 100% HOLDINGS
CO.Ltd.
BRIGHT WISDOM HOLDINGS EDEN ROAD HONG KONG HANGZHOU CHANGXIN DE HONG
LIMITED INTERNATIONAL LTD INTERNATIONAL EDEN ROAD DE LICACY TEXTILE FUFA TEXTILE CO., LTD. INTERNATIONAL
LTD CO.,LTD. CO.,LTD (Vietnam) 100%
100.% 100% 100% 100% VIETNAM DE LICACY
INDUSTRIAL CO., LTD
Futures TOTAL APEX TEXTILE LUCKY APEX VENTURES LIMITED
co., Ltd EXPRESS CO.,LTD
LTD.
100%
APEX (ANQING)TEXTILE CO.,LTD
----- End of picture text -----
286
2. Profile of each Affiliated Companies:
Unit: NT$1000
| Unit: NT$1000 | ||||
|---|---|---|---|---|
| Enterprise Name | Date of Incorporation |
Address | Paid-in Capital | Main business or production items |
| BEST ALLIANCE INTERNATIONAL LIMITED |
1997/04/29 | P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands |
1,397,855 | General Investment Industry |
| HANGZHOU DE LICACY TEXTILE CO.,LTD |
1997/06/24 | Xiasha Economic and Technological Development Zone, Hangzhou, Zhejiang,ChinaM-12-3-1 |
1,196,160 | Production and sales of long and short fiber fabric processingand finishing |
| TUNG MING TEXTILE CO., LTD. | 1968/02/01 | Section 3, Changxing Road, Lujhu Township, Taoyuan County219LaneNo.13No. 13,Lane 219,Sec. 3,ChangHsingRd. |
167,400 | Manufacture, processing and trading of chemical fibers |
| DE LICACY (SAMOA) HOLDINGS CO., LTD |
2002/06/24 | P.O. Box 217, Apia, Samoa | 1,622,785 | General Investment Industry |
| DE-FA INTERNATIONAL INDUSTRIAL CO.,LTD. |
1997/12/01 | 10F,No.188,Sec.5,Nanjing East Road, Songshan District, Taipei City, Taiwan |
55,000 | General Import and Export Trade |
| EDEN ROAD INTERNATIONAL LTD. | 1997/08/22 | P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands |
1,424 | General Import and Export Trade |
| CHADTEX INDUSTRIAL CO., LTD. | 2004/04/10 | No. 240, Sanshe Village, Xinshi Dist., Tainan City | 343,824 | Textile manufacturing, dyeing and finishing, and tradingof various textileproducts |
| Vantage Gain Holdings Limited | 2004/04/14 | P.O.BOX 1225 , Apia , Samoa | 252,515 | General Investment Industry |
| E TEXTILE CO., LTD. | 2009/06/11 | 2F-1, No. 42, Lane 32, Lane 245, Sec. 4, Bade Road, Songshan District, Taipei City,Taiwan |
6,250 | Manufacture, processing and trading of various fiber textileproducts |
| Gain Faith Investments Ltd | 2006/11/24 | P.O.BOX 217,APIA,SAMOA | 113,861 | General Investment Industry |
| BRIGHT WISDOM HOLDINGS LIMITED | 2003/12/23 | P.O.BOX 217,APIA,SAMOA | 797,440 | General Investment Industry |
| APEX TEXTILE CO.,LTD | 2006/12/21 | 167-171 WO YI HOP RD,7/F,FLAT A,KINGSWAY IND,BUILD | 370,240 | Manufacture and sale of textile products and dyeingand finishing |
| TOTAL EXPRESS LTD | 2008/01/30 | P.O. BOX 1239, OFFSHORE INCORPORATIONS CENTRE, VICTORIA, MAHE',REPUBLIC OF SEYCHELLES |
-- | International Trade Business |
| Lucky Unique Enterprise Company | 1984/04/25 | No. 17, Jianye Road, Erzhenli, Guantian District, Tainan City | 397,692 | Manufacture and processing of various fiber textile products |
| AO WANG NVESTMENTS LIMITED | 2015/04/28 | P.O. Box 217,Apia,Samoa | -- | General Investment Industry |
| De Licacy (Anguilla) Holdings Co., Ltd. | 2015/10/16 | P.O.Box 850 Offshore Incorporations Centre The ValleyAnguilla Vritish West Indies |
142,542 | General Investment Industry |
| Changxing Fufa Textile Co., Ltd. | 2015/07/08 | Industrial Park in Hongqiao Town, Changxing County | -- | Manufacture, dyeing and sales of various high qualityfabrics and textiles |
| DE LICACY OLDINGS CO., LTD. | 2015/09/23 | P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Island |
3,076,979 | General Investment Industry |
| DE SHEN (CAYMAN) HOLDINGS CO., LTD. |
2015/10/09 | P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands |
3,076,771 | General Investment Industry |
| VIETNAM DE LICACY INDUSTRIAL CO., | 2015/10/07 | Plot A_10_CN,Bao PangIndustrial Zone,Bao PangCounty,Binh Duong | 3,265,531 | Printing,dyeing,finishing, garment manufacturing |
287
| LTD | Province | and tradingof various textile andyarn materials | ||
|---|---|---|---|---|
| DE HONG HOLDINGS CO.,LTD | 2017/01/27 | P.O. Box 217,Apia,Samoa | 85,440 | General Investment Industry |
| New Lake Ltd. | 2017/02/15 | Vistra Corporate Services Centre, Albert Lake Drive, The Valley,Anguilla,British West Indies. |
173,728 | General Import and Export Trade |
| Deli Star International Limited | 2017/07/28 | Vistra Corporate Services Centre, Albert Lake Drive, The Valley,Anguilla,British West Indies. |
-- | General Investment Industry |
| VIEW BEST GLOBAL LIMITED | 2017/08/18 | Ground Floor NPF Building,Beach Road,Apia,Samoa | 70,488 | General Investment Industry |
| DE HONG INTERNATIONAL CO.,LTD (DH) |
2017/09/11 | P.O. Box 217, Apia, Samoa | 71,200 |
Printing and finishing of various types of garments and cloths |
| LUCKY APEX VENTURES LIMITED | 2017/09/18 | Ground Floor NPF Building,Beach Road,Apia,Samoa | 417,374 | General Investment Industry |
| APEX (ANQING)TEXTILE CO.,LTD | 2018/01/08 | No.6, Lianxing Village, Yingjiang District, Anqing City, Anhui Province,China |
296,192 |
Manufacture and sale of various high quality fabrics and textiles |
| Beauty Plus Ventures. Limited | 2018/03/26 | Vistra Corporate Services Centre, Wickhams Cay II Road Town,Tortola,VG1110,British Virgin Islands |
399,398 |
General Investment Industry |
| De Kao Trading Co., Ltd. | 2019/07/11 | 10F, No. 188, Section 5, Nanjing East Road, Taipei City | 20,000 |
Printing, dyeing, finishing, garment manufacturing and tradingof various textile andyarn materials |
| Hong Kong Edin Roda International Co.,Ltd. |
2019/11/18 | Room 1902, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, HongKong |
1,424 | General Import and Export Trade |
| FUTURUS CO., LTD. | 2020/04/22 | 5F-3, No. 188, Sec. 5, Nanjing East Road, Songshan District, Taipei City, Taiwan |
10,000 |
General Import and Export Trade |
-
Information on the same shareholders presumed to have a relationship of control and subordination: None.
-
The businesses covered by the affiliated companies are: plaid, blended, jacquard, bubble, stretch, chemical fiber, polyester cotton, silk, satin, etc. The Company is engaged in various textile, manufacturing, dyeing and finishing, trading, general import and export business, and general investment business, etc.
-
Information on directors, supervisors and general managers of affiliated companies
| Name of the Company | Title(Note 1) | Name or representative | Shareholdings(Note 2)(Note 3) Number of shares Shareholding % |
Shareholdings(Note 2)(Note 3) Number of shares Shareholding % |
|---|---|---|---|---|
| Shareholding % |
||||
| BEST ALLIANCE INTERNATIONAL LIMITED | Responsible person Institutional Director Representative of Institutional Director |
YEH, FU-LIN Samoa De Licacy Industrial Co., Ltd. YEH,FU-LIN |
0 shares 33,000,000 shares 0 shares |
0.00% 100.00% 0.00% |
| HANGZHOU DE LICACY TEXTILE CO.,LTD | Responsible person General Manager Institutional Director Representative of Institutional Director Representative of Institutional Director |
YEH, FU-LIN SUN,TUNG-TUNG Deyi International Co., Ltd. YEH, FU-LIN YEH,CHIA-MING |
0 shares 0 shares 33,000,000 shares 0 shares 0 shares |
0.00% 0.00% 100.00% 0.00% 0.00% |
288
| Representative of Institutional Director Representative of Institutional Director Representative of Institutional Director Institutional Supervisor Representative of Institutional Supervisor Representative of Institutional Supervisor Representative of Institutional Supervisor |
YEH,CHIA-HAO YEH,WEI-LI SUN,TUNG-TUNG Deyi International Co., Ltd. KUO,CHUN-HSIUNG YU,I-NENG YEH,SHU-JEN |
0 shares 0 shares 0 shares 0 shares 0 shares 0 shares 0 shares |
0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% |
|
|---|---|---|---|---|
| TUNG MING TEXTILE CO., LTD. | Responsible person General Manager Institutional Director Representative of Institutional Director Representative of Institutional Director Representative of Institutional Director Institutional Supervisor |
YEH,CHIA-MING KUO,CHUN-HSIUNG WELL UNIQUE ENTERPRISE CO., LTD. YEH,CHIA-MING YEH,CHIA-HAO KUO,CHUN-HSIUNG YU,I-NENG |
0 shares 0 shares 15,279,600 shares 0 shares 0 shares 0 shares 0 shares |
0.00% 0.00% 91.28% 0.00% 0.00% 0.00% 0.00% |
| De Licacy Samoa Industrial Co., Ltd. | Responsible person Institutional Director Representative of Institutional Director |
YEH, FU-LIN DE LICACY INDUSTRIAL CO., LTD. YEH,FU-LIN |
-- 52,604,382 shares -- |
0.00% 100.00% 0.00% |
| DE-FA INTERNATIONAL INDUSTRIAL CO., LTD. |
Responsible person Institutional Director Representative of Institutional Director Representative of Institutional Director Representative of Institutional Director Institutional Supervisor Representative of Institutional Supervisor |
YEH,CHIA-MING DE LICACY INDUSTRIAL CO., LTD. YEH,CHIA-MING YEH, FU-LIN YEH,CHIA-HAO DE LICACY INDUSTRIAL CO., LTD. YEH,WEI-LI |
0 shares 5,500,000 shares 0 shares 0 shares 0 shares 0 shares 0 shares |
0.00% 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% |
| Edem Road International Co., Ltd. | Responsible person Institutional Director Representative of Institutional Director |
YEH,CHIA-MING Deyi International Co., Ltd. YEH,CHIA-MING |
-- 50,000 shares -- |
0.00% 100.00% 0.00% |
| CHADTEX INDUSTRIAL CO., LTD. | Responsible person Institutional Director Representative of Institutional Director Representative of Institutional Director Institutional Director Representative of Institutional Director |
KUO,CHUN-HSIUNG DE LICACY INDUSTRIAL CO., LTD. KUO,CHUN-HSIUNG YEH,WEI-LI CHIA HER INDUSTRIAL CO., LTD. WENG,MAO-CHUNG |
0 shares 18,931,098 shares 0 shares 0 shares 11,540,337 shares 0 shares |
0.00% 55.06% 0.00% 0.00% 33.56% 0.00% |
289
| Supervisor | WENG,MAO-CHIN | 0 shares | 0.00% | |
|---|---|---|---|---|
| Vantage Gain Holdings Limited | Responsible person Institutional Director Representative of Institutional Director |
YEH, FU-LIN Samoa De Licacy Industrial Co., Ltd. YEH,FU-LIN |
0 shares 0 shares 0 shares |
0.00% 0.00% 0.00% |
| E TEXTILE CO., LTD. | Responsible person Institutional Director Representative of Institutional Director Representative of Institutional Director Representative of Institutional Director Supervisor |
KUO,CHUN-HSIUNG WELL UNIQUE ENTERPRISE CO., LTD. KUO,CHUN-HSIUNG YEH,CHIA-MING WU,HUI-CHEN TSAI,CHI-HSIU |
0 shares 500,000 shares 0 shares 0 shares 0 shares 0 shares |
0.00% 80.00% 0.00% 0.00% 0.00% 0.00% |
| Apex Textile Co.,Ltd. | Responsible person Institutional Director Representative of Institutional Director Representative of Institutional Director Representative of Institutional Director Representative of Institutional Director Representative of Institutional Supervisor Institutional Supervisor Institutional Supervisor |
YEH,CHIA-HAO Budweiden Holdings Ltd. YEH,CHIA-HAO YEH,CHIA-MING YEH,WEI-LI YEH,SHU-JEN Budweiden Holdings Ltd. KUO,CHUN-HSIUNG TSAI,WEI-CHEN |
0 shares 10,500,000 shares 0 shares 0 shares 0 shares 0 shares 0 shares 0 shares 0 shares |
0.00% 80.77% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% |
| Lucky Unique Enterprise Company | Responsible person Institutional Director Representative of Institutional Director Representative of Institutional Director Institutional Director Representative of Institutional Director Representative of Institutional Director Directors Institutional Supervisor Representative of Institutional Supervisor Representative of Institutional Supervisor |
KUO,CHE-YU CONHERB Investment Co. KUO,CHE-YU WANG,KUO-TUNG Yongyi Investment Co., Ltd. KUO,CHUN-HSIUNG SU,CHIN-WEN YEH,CHIA-MING DE LICACY INDUSTRIAL CO., LTD. YU,I-NENG TSAI,CHI-HSIU |
0 shares 14,2293,000 shares 0 shares 0 shares 10,704,541 shares 0 shares 0 shares 0 shares 9,936,207 shares 0 shares 0 shares |
0% 35.94% 0% 0% 26.92% 0% 0% 0% 24.98% 0% 0% |
| Gain Faith Investments Ltd | Responsible person Directors Directors |
YEH,CHIA-MING YEH,CHIA-MING KUO,CHUN-HSIUNG |
0 shares 0 shares 0 shares |
0.00% 0.00% 0.00% |
| BRIGHT WISDOM HOLDINGS LIMITED | Responsibleperson | YEH,CHIA-HAO | 0 shares | 0.00% |
290
| Directors Directors |
YEH,CHIA-HAO YEH,SHU-JEN |
0 shares 0 shares |
0.00% 0.00% |
|
|---|---|---|---|---|
| TOTAL EXPRESS LTD | Responsible person Directors Directors |
YEH,CHIA-HAO YEH,CHIA-HAO YEH,SHU-JEN |
0 shares 0 shares 0 shares |
0.00% 0.00% 0.00% |
| De Licacy (Anguilla) Holdings Co., Ltd. | Responsible person Institutional Director |
YEH,CHIA-MING Samoa De Licacy Industrial Co., Ltd. |
0 shares | 0.00% 100.00% |
| Hao Wang Investment Co., Ltd. | Responsible person Institutional Director |
YEH, FU-LIN Samoa De LicacyIndustrial Co.,Ltd. |
0 shares USD2,500,000 |
0.00% 100.00% |
| Changxing Apex Textile Co.,Ltd. | Responsible person Institutional Director |
YEH,CHIA-HAO Hao WangInvestment Co.,Ltd. |
0 shares USD2,500,000 |
0.00% 100.00% |
| DE LICACY OLDINGS CO., LTD. | Responsible person Institutional Director |
YEH,CHIA-MING DE LICACY INDUSTRIAL CO.,LTD. |
0 shares USD108,040,000 |
0.00% 100.00% |
| DE SHEN (CAYMAN) HOLDINGS CO., LTD | Responsible person Institutional Director |
YEH,CHIA-MING De Licacy BVI Holdings Limited |
0 shares USD108,032,700,860 sh ares |
0.00% 100.00% |
| VIETNAM DE LICACY INDUSTRIAL CO., LTD | Responsible person Institutional Director |
YEH,WEI-LI VictoryCayman Holdings Co.,Ltd. |
0 shares USD106,060,489.50 |
0.00% 100.00% |
| DE HONG HOLDINGS CO.,LTD. | Responsible person Institutional Director Directors Directors Directors |
YEH,CHIA-MING Samoa De Licacy Industrial Co., Ltd. HSIAO,YU-SHAN HSIAO,YIN-CHEN YEH,WEI-LI |
0 shares USD1,500,000 shares 0 shares 0 shares 0 shares |
0.00% 50.00% 0.00% 0.00% 0.00% |
| New Lake Ltd. | Responsible person Institutional Director Representative of Institutional Director |
YEH,CHIA-MING Samoa De Licacy Industrial Co., Ltd. YEH,CHIA-MING |
0 shares USD100,000 shares 0 shares |
0.00% 100.00% 0.00% |
| Deli Star International Limited | Responsible person Institutional Director Representative of Institutional Director Representative of Institutional Director Representative of Institutional Director |
KUO,CHUN-HSIUNG Samoa De Licacy Industrial Co., Ltd. YEH,CHIA-MING KUO,CHUN-HSIUNG YEH,FU-LIN |
0 shares USD0 shares 0 shares 0 shares 0 shares |
0.00% 0.00% 0.00% 0.00% 0.00% |
| VIEW BEST GLOBAL LIMITED | Responsible person Directors Institutional Director |
YEH,CHIA-MING YEH,CHIA-MING DE LICACY INDUSTRIAL CO.,LTD. |
0 shares 0 shares USD1,935,000 shares |
0.00% 0.00% 100.00% |
| DE HONG INTERNATIONAL CO.,LTD (DH) | Responsible person Institutional Director |
KUO,CHUN-HSIUNG DE HONG HOLDINGS CO.,LTD. |
0 shares USD2,500,000 |
0.00% 100.00% |
291
| BEAUTY PLUS VENTURES LIMITED | Responsible person Directors Directors Directors Directors Directors |
YEH,CHIA-MING Samoa De Licacy Industrial Co., Ltd. CHO SIU KWAN YEH,CHIA-MING YEH,CHIA-HAO YEH,WEI-LI |
0 shares USD11,920,238 shares 0 shares 0 shares 0 shares 0 shares |
0.00% 85.00% 0.00% 0.00% 0.00% 0.00% |
|---|---|---|---|---|
| LUCKY APEX VENTURES LIMITED | Responsible person Institutional Director |
YEH,CHIA-HAO Budweiden Holdings Ltd. |
0 shares USD14,655,000 shares |
0.00% 100.00% |
| APEX (ANQING)TEXTILE CO.,LTD | Responsible person Institutional Director |
YEH,CHIA-HAO LUCKY APEX VENTURES LIMITED |
0 shares USD14,655,000 shares |
0.00% 100.00% |
| De Kao Trading Co., Ltd. | Responsible person Institutional Director Representative of Institutional Director Representative of Institutional Director Supervisor |
KUO,CHUN-HSIUNG WELL UNIQUE ENTERPRISE CO., LTD. YEH,CHIA-MING WANG,KUO-TUNG YU,I-NENG |
0 shares 1,200,000 shares 0 shares 200,000 shares |
0.00% 60% 0% 10% 0% |
| Hong Kong Edem Road International Co., Ltd. |
Responsible person Institutional Director Representative of Institutional Director |
YEH,CHIA-MING Deyi International Co., Ltd. YEH,CHIA-MING |
-- 50,000 shares -- |
0.00% 100.00% 0.00% |
| FUTURUS CO., LTD. | Responsible person Institutional Director |
YEH,CHIA-HAO Samoa BRIGHT WISDOM HOLDINGS LOMITED |
0 shares 1,000,000 shares |
0.00% 100.00% |
Note1: If the affiliated company is a foreign company, the position is listed as equivalent.
Note2: If the investee company is a limited company, please enter the number of shares and the percentage of shareholding; for others, please enter the amount of capital and the percentage of capital contribution and specify.
Note3: If the director or supervisor is a legal entity, the relevant information of the representative should be disclosed.
292
6. Business Overview of Affiliates
$1000
| . Business Overview of Affiliates |
Unit: NT$1000 | |||||||
|---|---|---|---|---|---|---|---|---|
| Name of the Company | Capital | Total assets | Total liabilities |
Net Value | Operating revenue |
Operating profit (losses) |
Net income (loss) (after tax) |
Net earnings per share (NT$)(after-tax) |
| BEST ALLIANCE INTERNATIONAL LIMITED HANGZHOU DE LICACY TEXTILE CO.,LTD. TUNG MING TEXTILE CO., LTD. De Licacy Samoa Industrial Co., Ltd. DE-FA INTERNATIONAL INDUSTRIAL CO.,LTD EDEN ROAD INTERNATIONAL LTD. De Licacy (Anguilla) Holdings Co., Ltd. CHADTEX INDUSTRIAL CO., LTD. Vantage Gain Holdings Limited E TEXTILE CO., LTD. Gain Faith Investments Ltd BRIGHT WISDOM HOLDINGS LIMITED APEX TEXTILE CO.,LTD TOTAL EXPRESS LTD. Lucky Unique Enterprise Company DE LICACY OLDINGS CO., LTD. DE SHEN (CAYMAN) HOLDINGS CO., LTD VIETNAM DE LICACY INDUSTRIAL CO., LTD DE HONG HOLDINGS CO.,LTD. NEW LAKE LTD VIEW BEST GLOBAL LIMITED DE HONG INTERNATIONAL CO.,LTD (DH) BEAUTY PLUS VENTURES LIMITED LUCKY APEX VENTURES LIMITED APEX (ANQING)TEXTILE CO.,LTD De Kao Trading Co., Ltd. Futures co., Ltd. Hong Kong Eden Road International Co., Ltd. Hao Wang Investment Co., Ltd. ChangxingApex Textile Co.,Ltd. |
1,237,392 1,415,361 167,400 1,622,785 55,000 1,700 164,083 343,824 273,907 6,250 113,861 855,830 425,846 -- 397,692 3,321,829 3,321,603 3,571,192 91,305 177,302 74,168 76,195 419,648 417,374 296,192 20,000 10,000 1,572 -- -- |
2,416,263 2,626,009 322,247 3,514,357 274,389 144,444 46,474 492,118 210,725 23,096 222,128 867,281 1,588,567 256,986 1,400,026 3,020,864 3,384,053 5,093,281 81,566 1,098,441 41,056 88,384 399,376 429,371 948,840 63,156 13,868 275,812 -- -- |
74,691 843,548 113,951 17,084 224,724 136,053 -- 56,373 17 16,505 3,987 - 1,224,872 194,371 953,872 41 363,266 1,803,058 13,981 801,581 3 27,341 1,359 -- 640,652 62,461 3,052 205,783 -- -- |
2,341,572 1,782,461 208,296 3,497,273 49,665 8,391 46,474 435,745 210,708 6,591 218,141 867,821 363,695 62,615 446,154 3,020,823 3,020,787 3,290,223 67,585 296,860 41,053 61,043 398,017 429,371 308,188 695 10,816 70,029 -- -- |
-- 1,775,507 330,393 -- 68,983 276,609 -- 301,391 -- 55,474 -- -- 1,401,011 985,530 614,595 -- -- 2,033,467 8,188 2,059,670 -- 22,611 -- -- 238,399 56,758 21,040 403,045 -- -- |
(107) 30,561 16,930 (97) (9,650) 11,013 (46) (30,162) (46) (3,936) (1,205) -- 2,040 30,565 (4,016) (43) (2,029) 112,591 (5,763) 1,059 (41) (5,847) (91) -- (10,766) (4,782) 1,871 70,740 (9) (103)) |
95,803 25,885 20,0950 (1,033) (15,763) 6,438 (46,468) 6,424 (10,153) (3,375) 21,708 9,523 (18,042) 29,687 15,285 104,327 104,372 91,331 (9,606) 1,452 (14,797) (3,026) (14,638) (4,560) (4,361) (14,799) 816 68,457 (13,062) (244) |
2.53 0.62 1.20 (0.02) (2.87) (128.76) (9.28) (0.19) (1.15) (5.40) (3.51) 0.34 (1.39) -- 0.38 0.97 -- -- (3.20) 0.24 (5.98) -- (1.04) (0.30) (0.42) (7.40) 0.82 1,369.14 (5.22) -- |
Note 1: All affiliated companies should be disclosed regardless of their size. Note 2: If the related party is a foreign company, the relevant figures should be presented in New Taiwan dollars using the exchange rate as of the reporting date.
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( 二 )Consolidated Financial Statements of Affiliated Companies:
For the year 2020 (from January 1, 2020 to December 31, 2020), the companies that should be included in the preparation of consolidated financial statements of affiliated companies in accordance with the “Regulations Governing the Preparation of Consolidated Statements of Operations of Affiliated Companies, Consolidated Financial Statements of Affiliated Companies, and Related Party Reports” are the same as those that should be included in the preparation of consolidated financial statements of parent and subsidiary companies in accordance with SFAS No. 7. The information required to be disclosed in the consolidated financial statements of the related companies has been disclosed in the consolidated financial statements of the former parent and subsidiary. Hence, the Company will not prepare separate consolidated financial statements of affiliated companies.
( 三 ) Affiliation Reports: Not applicable.
-
Private Placement Securities during the most recent fiscal year as well as the current fiscal year up to the date of publication of the annual report: None.
-
Holding or Disposal of the Company’s Shares by Affiliated Companies
during the most recent fiscal year as well as the current fiscal year up to the date of publication of the annual report: None.
- Other Necessary Supplementary Notes: None
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- IX. In the event of any matter which has had a significant impact on shareholders rights or the price for the securities referred to Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act during the most recent fiscal year as well as the current fiscal year up to the date of publication of the annual report, items should be stated in order: None.
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DE LICACY INDUSTRIAL CO., LTD.
Chairman YEH,CHIA-MING
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