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EGST — Interim / Quarterly Report 2021
Dec 29, 2021
51983_rns_2021-12-29_e1317a97-38cd-435d-a5eb-a7b2866b8ce7.pdf
Interim / Quarterly Report
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Evergreen Steel Corporation and Subsidiaries
Consolidated Financial Statements for the Three Months Ended March 31, 2021 and 2020 and Independent Auditors’ Review Report
INDEPENDENT AUDITORS’ REVIEW REPORT
The Board of Directors and Shareholders Evergreen Steel Corporation
Introduction
We have reviewed the accompanying consolidated balance sheets of Evergreen Steel Corporation and its subsidiaries (collectively, the “Group”) as of March 31, 2021 and 2020, the related consolidated statements of comprehensive income, the consolidated statements of changes in equity and cash flows for the three months then ended, and the related notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”). Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.
Scope of Review
Except as explained in the following paragraph, we conducted our reviews in accordance with Statement of Auditing Standards No. 65 “Review of Financial Information Performed by the Independent Auditor of the Entity”. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Basis for Qualified Conclusion
As stated in Note 12 to the consolidated financial statements, the investments accounted for using the equity method were NT$156,397 thousand and NT$160,212 thousand as of March 31, 2021 and 2020, respectively. The equities in profit and loss of the associates were NT$5,598 thousand and NT$7,784 thousand of the consolidated net income for the three months ended March 31, 2021 and 2020, respectively, and these investment amounts and the related disclosures are based on these investees’ unreviewed financial statements for the same reporting periods as those of the Group.
Qualified Conclusion
Based on our reviews, except for adjustments, if any, as might have been determined to be necessary had the financial statements of investees that are accounted for using the equity method as described in the preceding paragraph been reviewed, nothing has come to our attention that caused us to believe that the accompanying consolidated financial statements do not give a true and fair view of the consolidated financial position of the Group as of March 31, 2021 and 2020, and of its consolidated financial performance and its consolidated cash flows for the three months then
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ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
The engagement partners on the reviews resulting in this independent auditors’ review report are Ching-Hsia Chang and Yung-Hsiang Chao.
Deloitte & Touche Taipei, Taiwan Republic of China
May 13, 2021
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to review such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ review report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ review report and consolidated financial statements shall prevail.
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EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at amortized cost - current (Notes 8 and 32) Contract assets - current (Notes 23, 25 and 31) Notes receivable (Note 23) Trade receivables, net (Notes 9 and 23) Trade receivables from related parties, net (Notes 9, 23 and 31) Other receivables (Notes 9 and 31) Inventories (Notes 10 and 23) Other current assets (Note 17) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Note 7) Investments accounted for using the equity method (Note 12) Property, plant and equipment (Notes 13 and 32) Right-of-use assets (Notes 14 and 31) Investment properties (Notes 15 and 32) Intangible assets (Note 16) Deferred tax assets (Note 4) Refundable deposits Other non-current assets (Note 17) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Short-term bills payable (Note 18) Contract liabilities - current (Notes 23, 25 and 31) Notes payable, net (Note 23) Trade payable, net (Notes 19 and 23) Lease liabilities - current (Notes 14 and 31) Other payables (Notes 20 and 31) Current tax liabilities (Note 4) Provisions - current (Note 21) Current portion of long-term borrowings (Note 18) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Note 18) Deferred tax liabilities (Note 4) Lease liabilities - non-current (Notes 14 and 31) Net defined benefit liabilities - non-current (Notes 4 and 22) Guarantee deposits received Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24) Share capital Ordinary shares Share capital collected in advance Total share capital Capital surplus Retained earnings Legal reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translation of the financial statements of foreign operations Unrealized gain on financial assets at fair value through other comprehensive income Total other equity Treasury shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL |
March 31, 2021 (Reviewed) Amount % $ 4,628,373 17 23,452 - 3,227,800 12 63,825 - 980,334 4 150,759 - 997,760 4 2,150,124 8 234,763 1 12,457,190 46 7,265,718 27 156,397 1 3,346,012 12 22,742 - 105,029 - 3,412,900 13 51,496 - 8,358 - 139,520 1 14,508,172 54 $ 26,965,362 100 $ 1,000,000 4 1,699,393 6 632,174 2 367,835 2 1,358,640 5 10,750 - 343,062 1 257,072 1 61,689 - 300,000 1 52,725 - 6,083,340 22 1,693,814 7 67,318 - 11,066 - 29,266 - 25,094 - 18,486 - 1,845,044 7 7,928,384 29 3,994,260 15 998,521 3 4,992,781 18 436,202 2 2,190,673 8 6,629,915 25 8,820,588 33 (648) - 1,990,682 7 1,990,034 7 (93,113) - 16,146,492 60 2,890,486 11 19,036,978 71 $ 26,965,362 100 |
December 31, 2020 (Audited) Amount % $ 4,219,283 18 23,452 - 4,190,973 17 126,910 - 745,136 3 151,458 1 43,468 - 1,008,758 4 175,797 1 10,685,235 44 6,775,512 28 150,799 1 3,408,410 14 20,479 - 105,530 1 2,739,716 11 42,114 - 8,003 - 117,404 1 13,367,967 56 $ 24,053,202 100 $ 690,000 3 1,799,171 7 382,809 2 355,383 1 1,172,977 5 8,756 - 406,764 2 175,916 1 60,792 - 300,000 1 56,897 - 5,409,465 22 1,693,469 7 66,187 1 9,738 - 36,024 - 25,234 - 15,516 - 1,846,168 8 7,255,633 30 3,994,260 16 - - 3,994,260 16 396,542 2 2,190,673 9 6,347,269 26 8,537,942 35 (648) - 1,166,832 5 1,166,184 5 (93,113) - 14,001,815 58 2,795,754 12 16,797,569 70 $ 24,053,202 100 |
March 31, 2020 (Reviewed) |
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| Amount % $ 4,591,427 25 13,270 - 2,852,951 16 45,937 - 753,976 4 38,047 - 14,728 - 857,209 5 69,670 - 9,237,215 50 3,942,950 21 160,212 1 3,571,698 19 24,388 - 110,448 1 1,267,824 7 52,613 - 10,401 - 102,228 1 9,242,762 50 $ 18,479,977 100 $ 700,670 4 999,851 5 280,339 2 280,911 2 943,066 5 8,975 - 537,949 3 212,131 1 60,849 - - - 52,390 - 4,077,131 22 822,636 5 66,072 - 14,979 - 55,122 - 15,358 - 11,228 - 985,395 5 5,062,526 27 3,994,260 22 - - 3,994,260 22 383,034 2 2,095,929 11 6,391,851 35 8,487,780 46 (783) - (1,594,810) (9) (1,595,593) (9) (93,113) - 11,176,368 61 2,241,083 12 13,417,451 73 $ 18,479,977 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ review report dated May 13, 2021)
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EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)
| OPERATING REVENUE (Notes 25 and 31) OPERATING COSTS (Notes 10, 26 and 31) GROSS PROFIT OPERATING EXPENSES (Notes 26 and 31) Selling and marketing expenses General and administrative expenses Expected credit (loss) gain (Note 9) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income (Notes 26 and 31) Other (losses) gains (Note 26) Finance costs (Note 26) Share of profit of associates (Note 12) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 27) NET PROFIT FOR THE PERIOD OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income Income tax relating to items that will not be reclassified subsequently to profit or loss |
**For the Three Months ** | **For the Three Months ** | **Ended March 31 ** | |
|---|---|---|---|---|
| 2021 Amount % $ 3,048,197 100 (2,483,122) (82) 565,075 18 (87,539) (3) (58,780) (2) (6,951) - (153,270) (5) 411,805 13 6,626 - 3,516 - (7,457) - (5,859) - 5,598 - 2,424 - 414,229 13 (73,023) (2) 341,206 11 860,022 28 - - 860,022 28 |
2020 | |||
| Amount % $ 2,380,592 100 (1,929,538) (81) 451,054 19 (54,100) (2) (57,462) (3) 1,058 - (110,504) (5) 340,550 14 7,485 - 12,510 1 (1,172) - (3,010) - 7,784 - 23,597 1 364,147 15 (71,292) (3) 292,855 12 (1,773,784) (74) - - (1,773,784) (74) (Continued) |
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EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)
| Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Income tax related to items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the period, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 28) Basic Diluted |
**For the Three Months ** | **For the Three Months ** | **Ended March 31 ** | |
|---|---|---|---|---|
| 2021 Amount % $ - - - - - - 860,022 28 $ 1,201,228 39 $ 257,395 8 83,811 3 $ 341,206 11 $ 1,106,496 36 94,732 3 $ 1,201,228 39 $ 0.65 $ 0.65 |
2020 | |||
| Amount % $ 359 - (72) - 287 - (1,773,497) (74) $ (1,480,642) (62) $ 199,426 8 93,429 4 $ 292,855 12 $ (1,567,053) (66) 86,411 4 $ (1,480,642) (62) $ 0.51 $ 0.51 |
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The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ review report dated May 13, 2021)
(Concluded)
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(Reviewed, Not Audited)
EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2020 Net profit for the three months ended March 31, 2020 Other comprehensive income (loss) for the three month ended March 31, 2020, net of income tax Total comprehensive income (loss) for the three months ended March 31, 2020 Disposal of treasury shares BALANCE AT MARCH 31, 2020 BALANCE AT JANUARY 1, 2021 Compensation related to ordinary shares transferred to employees Issuance of ordinary shares for cash Net profit for the three months ended March 31, 2021 Other comprehensive income for the three month ended March 31, 2021, net of income tax Total comprehensive income for the three months ended March 31, 2021 Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT MARCH 31, 2021 |
Equity | Equity | Attributable to Owners of the Company | Attributable to Owners of the Company | Attributable to Owners of the Company | Total Non-controlling Interests $ 12,690,886 $ 2,154,672 199,426 93,429 (1,766,479) (7,018) (1,567,053) 86,411 52,535 - $ 11,176,368 $ 2,241,083 $ 14,001,815 $ 2,795,754 39,660 - 998,521 - 257,395 83,811 849,101 10,921 1,106,496 94,732 - - $ 16,146,492 $ 2,890,486 |
Total Equity $ 14,845,558 292,855 (1,773,497) (1,480,642) 52,535 $ 13,417,451 $ 16,797,569 39,660 998,521 341,206 860,022 1,201,228 - $ 19,036,978 |
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|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Share Capital Collected in Advance Capital Surplus $ - $ 356,431 - - - - - - - 26,603 $ - $ 383,034 $ - $ 396,542 - 39,660 998,521 - - - - - - - - - $ 998,521 $ 436,202 |
Retained Earnings Legal Reserve Unappropriated Earnings $ 2,095,929 $ 6,192,425 - 199,426 - - - 199,426 - - $ 2,095,929 $ 6,391,851 $ 2,190,673 $ 6,347,269 - - - - - 257,395 - - - 257,395 - 25,251 $ 2,190,673 $ 6,629,915 |
Other Equity Exchange Differences Translation of the Financial Unrealized Gain on Financial Assets at Fair Value Through Statements of Other Foreign Operations Comprehensive Income $ (921) $ 171,807 - - 138 (1,766,617) 138 (1,766,617) - - $ (783) $ (1,594,810) $ (648) $ 1,166,832 - - - - - - - 849,101 - 849,101 - (25,251) $ (648) $ 1,990,682 |
Treasury Shares $ (119,045) - - - 25,932 $ (93,113) $ (93,113) - - - - - - $ (93,113) |
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| Shares (In Thousands) 399,426 - - - - 399,426 399,426 - - - - - - 399,426 |
Amount $ 3,994,260 - - - - $ 3,994,260 $ 3,994,260 - - - - - - $ 3,994,260 |
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The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ review report dated May 13, 2021)
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EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Ordinary shares transferred to employees at cost Expected credit loss recognized (reversed) on trade receivables Finance costs Interest income Share of profit of associates Gain on disposal of property, plant and equipment Net loss on disposal of inventories Changes in operating assets and liabilities Decrease (increase) in contract assets Decrease in notes receivable Increase in trade receivables (Increase) decrease in other receivables Increase in inventories Increase in other current assets Increase (decrease) in contract liabilities Increase in notes payable Increase (decrease) in trade payables (Decrease) increase in other payables Increase (decrease) in provisions (Decrease) increase in other current liabilities Decrease in net defined benefit liabilities Increase (decrease) in other non-current liabilities Cash generated from (used in) operations Interest received Interest paid Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment |
For the Three Months Ended **March 31 ** |
For the Three Months Ended **March 31 ** |
|
|---|---|---|---|
| 2021 $ 414,229 98,024 1,342 39,660 6,951 5,859 (6,626) (5,598) (180) 2,612 956,291 63,085 (234,568) (35,633) (1,143,978) (58,959) 249,365 12,452 185,663 (63,831) 897 (4,172) (6,758) 2,970 479,097 6,661 (12,439) (125) 473,194 (1,576) 371,392 - - (32,555) 180 |
2020 $ 364,147 97,880 1,956 - (1,058) 3,010 (7,485) (7,784) (95) 2,610 (92,810) 6,963 (238,153) 6,492 (202,278) (36,713) (68,450) 53,592 (47,910) 184,245 (18,283) 4,039 (6,823) (24) (2,932) 7,153 (3,928) (444) (151) - - (1,530) 3,140 (25,838) 100 (Continued) |
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EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
| Increase in refundable deposits Payments for intangible assets (Increase) decrease in other non-current assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings (Repayments of) proceeds from bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in guarantee deposits Repayment of principal portion of lease liabilities Share capital collected in advance Proceeds from disposal of treasury shares Net cash generated from financing activities NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD |
For the Three Months Ended **March 31 ** |
For the Three Months Ended **March 31 ** |
|
|---|---|---|---|
| 2021 $ (355) (667,472) (22,116) (352,502) 310,000 (99,778) - - (140) (1,511) 79,827 - 288,398 409,090 4,219,283 $ 4,628,373 |
2020 $ (2,863) (364,693) 3,124 (388,560) 500,670 599,982 620,294 (150,000) (967) (1,428) - 52,535 1,621,086 1,232,375 3,359,052 $ 4,591,427 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ review report dated May 13, 2021)
(Concluded)
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EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (Reviewed, Not Audited)
1. GENERAL INFORMATION
Evergreen Steel Corporation (the “Company”) was incorporated in January 1973 as a company limited by shares under the Company Law of the Republic of China. The Company is mainly engaged in the steel structure engineering business and environmental protection business. The Company’s steel structure engineering business mainly includes engineering projects of factories, tall buildings and bridges. The Company’s reinvestment on environmental protection business includes general and business waste treatment and cogeneration. On January 13, 2020, the Company was approved by the Taipei Exchange (TPEx) for domestic initial public offering, and its ordinary shares were listed and traded on the Emerging Stock Board. Since April 12, 2021, the Company’s shares have been listed on the Taiwan Stock Exchange.
The consolidated financial statements are presented in the Company’s functional currency, New Taiwan dollars.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the Company’s board of directors on May 13, 2021.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
The initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies.
- b. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
| New IFRSs “Annual Improvements to IFRS Standards 2018-2020” Amendments to IFRS 3 “Reference to the Conceptual Framework” Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between An Investor and Its Associate or Joint Venture” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 1 “Disclosure of Accounting Policies” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| January 1, 2022 (Note 2) January 1, 2022 (Note 3) To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 (Note 6) (Continued) |
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| New IFRSs Amendments to IAS 8 “Definition of Accounting Estimates” Amendments to IAS 16 “Property, Plant and Equipment - Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| January 1, 2023 (Note 7) January 1, 2022 (Note 4) January 1, 2022 (Note 5) (Concluded) |
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
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Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
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Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
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Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
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Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
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Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
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Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
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1) Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”
The amendments clarify that for a liability to be classified as non-current, the Group shall assess whether it has the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. If such rights are in existence at the end of the reporting period, the liability is classified as non-current regardless of whether the Group will exercise that right. The amendments also clarify that, if the right to defer settlement is subject to compliance with specified conditions, the Group must comply with those conditions at the end of the reporting period even if the lender does not test compliance until a later date.
The amendments stipulate that, for the purpose of liability classification, the aforementioned settlement refers to a transfer of cash, other economic resources or the Group’s own equity instruments to the counterparty that results in the extinguishment of the liability. However, if the terms of a liability that could, at the option of the counterparty, result in its settlement by a transfer of the Group’s own equity instruments, and if such option is recognized separately as equity in accordance with IAS 32 “Financial Instruments: Presentation”, the aforementioned terms would not affect the classification of the liability.
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2) Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract”
The amendments specify that when assessing whether a contract is onerous, the “cost of fulfilling a contract” includes both the incremental costs of fulfilling that contract (for example, direct labor and materials) and an allocation of other costs that relate directly to fulfilling contracts (for example, an allocation of depreciation for an item of property, plant and equipment used in fulfilling the contract).
The Group will recognize the cumulative effect of the initial application of the amendments in the retained earnings at the date of the initial application.
- 3) Amendments to IAS 1 “Disclosure of Accounting Policies”
The amendments specify that the Group should refer to the definition of material to determine its material accounting policy information to be disclosed. Accounting policy information is material if it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments also clarify that:
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Accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed;
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The Group may consider the accounting policy information as material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial; and
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Not all accounting policy information relating to material transactions, other events or conditions is itself material.
The amendments also illustrate that accounting policy information is likely to be considered as material to the financial statements if that information relates to material transactions, other events or conditions and:
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a) The Group changed its accounting policy during the reporting period and this change resulted in a material change to the information in the financial statements;
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b) The Group chose the accounting policy from options permitted by the standards;
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c) The accounting policy was developed in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” in the absence of an IFRS that specifically applies;
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d) The accounting policy relates to an area for which the Group is required to make significant judgments or assumptions in applying an accounting policy, and the Group discloses those judgments or assumptions; or
e) The accounting is complex and users of the financial statements would otherwise not understand those material transactions, other events or conditions.
- 4) Amendments to IAS 8 “Definition of Accounting Estimates”
The amendments define that accounting estimates are monetary amounts in financial statements that are subject to measurement uncertainty. In applying accounting policies, the Group may be required to measure items at monetary amounts that cannot be observed directly and must instead be estimated. In such a case, the Group uses measurement techniques and inputs to develop accounting estimates to achieve the objective. The effects on an accounting estimate of a change in a measurement technique or a change in an input are changes in accounting estimates unless they result from the correction of prior period errors.
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Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- a. Statement of compliance
These interim consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 “Interim Financial Reporting” as endorsed and issued into effect by the FSC. Disclosure information included in these interim consolidated financial statements is less than the disclosure information required in a complete set of annual consolidated financial statements.
- b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured 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:
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1) Level 1 inputs are 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 are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
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3) Level 3 inputs are unobservable inputs for an asset or liability.
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c. 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). Income and expenses of the subsidiaries acquired or disposed of during the period are included in the consolidated statements of comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. All intra-group transactions, 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.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
See Note 11 and Table 6 for detailed information on subsidiaries (including the percentages of ownership and main businesses).
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d. Other significant accounting policies
Except for the following, refer to significant accounting policies to the consolidated financial statements for the year ended December 31, 2020.
1) Retirement benefits
Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant plan amendments, settlements, or other significant one-off events.
- 2) Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax. Interim period income taxes are assessed on an annual basis and calculated by applying to an interim period’s pre-tax income the tax rate that would be applicable to expected total annual earnings.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The critical accounting judgments and key sources of estimation uncertainty are the same as those in the consolidated financial statements for the year ended December 31, 2020.
6. CASH AND CASH EQUIVALENTS
| December 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| March 31, 2021 | 2020 | March 31, 2020 | ||||
| Cash on hand | $ | 3,180 |
$ | 3,145 | $ | 3,176 |
| Checking accounts and demand deposits | 522,115 | 410,868 | 738,231 | |||
| Cash equivalents | ||||||
| Time deposits | 3,792,966 | 3,512,292 | 3,196,471 | |||
| Commercial paper | 310,112 |
292,978 | 653,549 | |||
| $ | 4,628,373 |
$ | 4,219,283 | $ | 4,591,427 |
The market rate intervals of time deposits in the bank at the end of the reporting period were as follows:
| December 31, | |||
|---|---|---|---|
| March 31, 2021 | 2020 |
March 31, 2020 | |
| Time deposits | 0.16%-0.825% | 0.28%-0.825% | 0.35%-1.9% |
- 13 -
7. FINANCIAL ASSETS AT FVTOCI
| December 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| March 31, 2021 | 2020 | March 31, 2020 | ||||
| Non-current | ||||||
| Domestic investments | ||||||
| Listed shares and emerging market shares | $ 6,229,742 |
$ 5,744,880 | $ 3,183,597 | |||
| Unlisted shares | 882,656 | 881,433 | 610,503 | |||
| Foreign investments | ||||||
| Unlisted shares | 153,320 |
149,199 | 148,850 | |||
| $ 7,265,718 |
$ 6,775,512 | $ 3,942,950 |
These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes.
The Group sold its investments to diversify risks and transferred a gain of $25,251 thousand from other equity to retained earnings for the three months ended March 31, 2021.
8. FINANCIAL ASSETS AT AMORTIZED COST
| December 31, | |||
|---|---|---|---|
| March 31, 2021 | 2020 |
March 31, 2020 | |
| Current | |||
| Pledge deposits | $ 17,091 | $ 17,091 | $ 11,740 |
| Restricted bank deposits | 6,361 |
6,361 |
1,530 |
| $ 23,452 | $ 23,452 | $ 13,270 |
-
a. The ranges of interest rates for pledge deposits were approximately 0.16%-0.825%, 0.16%-0.825% and 0.77%-0.815% per annum as of March 31, 2021, December 31, 2020 and March 31, 2020, respectively.
-
b. Refer to Note 32 for information relating to investments in financial assets at amortized cost pledged as security.
9. TRADE RECEIVABLES AND OTHER RECEIVABLES
| December 31, | December 31, | ||||
|---|---|---|---|---|---|
| March 31, 2021 | 2020 | March 31, 2020 | |||
| Trade receivables (including trade receivables | |||||
| from related parties) | |||||
| At amortized cost | |||||
| Gross carrying amount | $ 1,131,339 |
$ | 896,771 | $ | 792,569 |
| Less: Allowance for impairment loss | (246) |
(177) | (546) | ||
| $ 1,131,093 |
$ | 896,594 | $ | 792,023 | |
| (Continued) |
- 14 -
| December 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| March 31, 2021 | 2020 | March 31, 2020 | ||||
| Other receivables | ||||||
| Share capital receivables* | $ | 918,694 |
$ | - | $ | - |
| Income tax refund receivables | 36,252 | 30,262 | 3,206 | |||
| Others | 42,814 |
13,206 | 11,522 | |||
| $ | 997,760 |
$ | 43,468 | $ | 14,728 | |
| (Concluded) |
- The rights and obligations related to the Company’s cash capital increase proposal and public subscription underwriting have substantively taken effect in accordance with the relevant rights and obligations of the contract. Therefore, it was proposed to be listed in other accounts receivable. Refer to Note 24 (a).
Trade receivable
The average credit period on sales of goods is 0 to 120 days. In determining the recoverability of a trade receivable, the Group considers the changes in the credit quality of the trade receivable since the date of credit was initially granted to the end of the reporting period. The allowance for bad debts refers to the past arrears records of the counterparty and the analysis of its current financial status to estimate the amount that cannot be recovered.
The Group applies the simplified approach for the allowance of expected credit loss prescribed by IFRS 9, which permits the use of a lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated using a provision matrix approach considering the past default experience of the debtor and an analysis of the debtor’s current financial positions.
The Group writes off a trade receivable when there is evidence indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery of the receivable, e.g., when the debtor has been placed under liquidation, or when the trade receivables are over 365 days past due, whichever occurs earlier. The Group directly recognizes the impairment loss of related accounts receivable.
The following table details the Group’s aging of trade receivables.
March 31, 2021
Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost |
Amount Without Sign of Default | Amount Without Sign of Default | Amount with Over 120 Sign of Days Default - - $ - $ - - - $ - $ - |
Total $ 1,131,339 (246) $ 1,131,093 |
|
|---|---|---|---|---|---|
| 0 to 60 Days 61 to 90 Days 0.02% 0.49% $ 1,119,018 $ 12,311 (186) (60) $ 1,118,832 $ 12,251 |
91 to 120 Days - $ 10 - $ 10 |
- 15 -
December 31, 2020
Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost |
Amount Without | Sign of Default | Amount with Over 120 Sign of Days Default - - $ - $ - - - $ - $ - |
Total $ 896,771 (177) $ 896,594 |
|
|---|---|---|---|---|---|
| 0 to 60 Days 61 to 90 Days 0.02% 0.49% $ 890,842 $ 5,889 (144) (29) $ 890,698 $ 5,860 |
91 to 120 Days 10% $ 40 (4) $ 36 |
March 31, 2020
Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECLs Amortized cost |
Amount Without Sign of Default | Amount Without Sign of Default | Amount with Over 120 Sign of Days Default - - $ 668 $ - - - $ 668 $ - |
Total $ 792,569 (546) $ 792,023 |
|
|---|---|---|---|---|---|
| 0 to 60 Days 61 to 90 Days 0.07% - $ 776,986 $ 1,307 (546) - $ 776,440 $ 1,307 |
91 to 120 Days - $ 13,608 - $ 13,608 |
The above is an aging analysis based on the account opening date.
The above aging schedule was based on the ledger date. The movements of the loss allowance of trade receivables were as follows:
| Balance at January 1 Add: Allowance for impairment loss Balance at March 31 |
For the Three Months Ended **March 31 ** |
For the Three Months Ended **March 31 ** |
For the Three Months Ended **March 31 ** |
|---|---|---|---|
| 2021 $ 177 69 $ 246 |
2020 $ 546 - $ 546 |
10. INVENTORIES
| December 31, | December 31, | ||||
|---|---|---|---|---|---|
| March 31, 2021 | 2020 | March 31, 2020 | |||
| Raw material | $ 2,087,539 |
$ | 979,728 | $ | 759,716 |
| Supplies | 20,425 | 21,827 | 25,496 | ||
| Inventory in transit | 42,160 |
7,203 | 71,997 | ||
| $ 2,150,124 |
$ | 1,008,758 | $ | 857,209 |
The cost of inventories, excluding the cost from steel structure industry, recognized as operating cost for the three months ended March 31, 2021 and 2020 was $247,265 thousand and $259,837 thousand, respectively. The cost of goods sold which included the inventory write-downs for the three months ended March 31, 2021 and 2020 was $2,612 thousand and $2,610 thousand, respectively.
- 16 -
11. SUBSIDIARIES
- a. Subsidiaries included in the consolidated financial statements
The entities included in the consolidated statements are listed below.
| Investor Investee Main Business The Company Hsin Yung Enterprise Corporation Waste treatment, disposal and cogeneration Super Max Engineering Enterprise Co., Ltd. Waste collection, treatment and disposal Ming Yu Investment Corporation Investment activities Ever Ecove Corporation Waste treatment, disposal and cogeneration |
% of Ownership March 31, 2021 December 31, 2020 March 31, 2020 Remark 68.46 68.46 68.46 - 48.13 48.13 48.12 1) 100.00 100.00 100.00 - 50.06 50.06 70 2) |
|---|---|
Remark:
-
1) The Group holds a 48.13% interest in Super Max Engineering Enterprise Co., Ltd. The Group occupies more than half of the board’s seats and has the practical ability to direct the relevant activities of Super Max Engineering Enterprise Co., Ltd. Therefore, the Group deems it a subsidiary.
-
2) Ever Ecove Corporation handled a cash capital increase at the end of November 30, 2020. The Company did not subscribe for new shares based on the shareholding ratio. After the capital increase, the shareholding ratio dropped to 50.06%.
-
b. Subsidiaries excluded from the consolidated financial statements: None.
12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| March 31, 2021 December 31, 2020 March 31, 2020 Associates that are not individually material Kun Lin Engineering Co., Ltd. $ 156,397 $ 150,799 $ 160,212 Proportion of Ownership and Voting Rights Name of Associate March 31, 2021 December 31, 2020 March 31, 2020 Kun Lin Engineering Co., Ltd. 50% 50% 50% Aggregate information of associates that are not individually material For the Three Months Ended March 31 2021 2020 The Group’s share of: Net income for the period $ 5,598 $ 7,784 |
March 31, 2021 December 31, 2020 March 31, 2020 $ 156,397 $ 150,799 $ 160,212 Proportion of Ownership and Voting Rights |
March 31, 2021 December 31, 2020 March 31, 2020 $ 156,397 $ 150,799 $ 160,212 Proportion of Ownership and Voting Rights |
March 31, 2021 December 31, 2020 March 31, 2020 $ 156,397 $ 150,799 $ 160,212 Proportion of Ownership and Voting Rights |
March 31, 2021 December 31, 2020 March 31, 2020 $ 156,397 $ 150,799 $ 160,212 Proportion of Ownership and Voting Rights |
|---|---|---|---|---|
December 31, 2020 March 31, 2020 50% 50% For the Three Months Ended March 31 |
||||
| 2021 $ 5,598 |
2020 $ 7,784 |
- 17 -
The Group holds 50% of the issued share capital of Kun Lin Engineering Co., Ltd and controls 50% of the voting power in general meetings. According to the agreement made by the shareholders, the other shareholders control the composition of the board of directors of Kun Lin Engineering Co., Ltd and, therefore, the Group does not have control over them. The directors of the Company, however, consider that the Group does exercise significant influence over Kun Lin Engineering Co; therefore, the Group accounts them as associates.
13. PROPERTY, PLANT AND EQUIPMENT
Cost Balance at January 1, 2021 Additions Disposals Reclassification Balance at March 31, 2021 Accumulated depreciation and impairment Balance at January 1, 2021 Disposals Depreciation expense Balance at March 31, 2021 Carrying amount at March 31, 2021 Carrying amount at January 1, 2021 Cost Balance at January 1, 2020 Additions Disposals Reclassification Transferred to investment properties Balance at March 31, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Disposals Depreciation expense Balance at March 31, 2020 Carrying amount at March 31, 2020 |
Freehold Land Land Improvements $ 1,797,045 $ 164,600 - - - - - - $ 1,797,045 $ 164,600 $ - $ 129,356 - - - 1,380 $ - $ 130,736 $ 1,797,045 $ 33,864 $ 1,797,045 $ 35,244 $ 1,845,363 $ 164,600 - - - - - - (48,318) - $ 1,797,045 $ 164,600 $ - $ 123,743 - - - 1,403 $ - $ 125,146 $ 1,797,045 $ 39,454 |
Buildings Machinery and Equipment Transportation Equipment $ 2,490,931 $ 4,732,313 $ 109,799 - 6,847 2,852 - - - - 16,929 - $ 2,490,931 $ 4,756,089 $ 112,651 $ 1,729,623 $ 3,988,749 $ 74,729 - - - 24,240 64,539 2,717 $ 1,753,863 $ 4,053,288 $ 77,446 $ 737,068 $ 702,801 $ 35,205 $ 761,308 $ 743,564 $ 35,070 $ 2,405,334 $ 4,694,521 $ 108,289 - 5,350 - - - (3,407 ) 428 19,530 - - - - $ 2,405,762 $ 4,719,401 $ 104,882 $ 1,634,073 $ 3,737,062 $ 66,575 - - (3,402 ) 23,331 65,141 3,020 $ 1,657,404 $ 3,802,203 $ 66,193 $ 748,358 $ 917,198 $ 38,689 |
Other Equipment $ 90,242 5,927 (998 ) - $ 95,171 $ 54,063 (998 ) 2,077 $ 55,142 $ 40,029 $ 36,179 $ 82,376 530 (2,531 ) - - $ 80,375 $ 49,754 (2,531 ) 2,198 $ 49,421 $ 30,954 |
Total $ 9,384,930 15,626 (998 ) 16,929 $ 9,416,487 $ 5,976,520 (998 ) 94,953 $ 6,070,475 $ 3,346,012 $ 3,408,410 $ 9,300,483 5,880 (5,938 ) 19,958 (48,318) $ 9,272,065 $ 5,611,207 (5,933 ) 95,093 $ 5,700,367 $ 3,571,698 |
|---|---|---|---|---|
The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives as follows:
Land improvements 3-10 years Buildings 2-55 years Machinery and equipment 2-20 years Transportation equipment 3-7 years Other equipment 3-8 years
Due to the changes in the use of certain real estate, property, plant and equipment and investment property held by the Group, the net amount of some property, plant and equipment was $48,318 thousand which was transferred to investment property for the three months ended March 31, 2020.
Property, plant and equipment pledged as collateral for bank borrowings were set out in Note 32.
- 18 -
14. LEASE ARRANGEMENTS
a. Right-of-use assets
| March 31, 2021 Carrying amount Land $ 21,989 Other equipment 753 $ 22,742 Additions to right-of-use assets Depreciation charge for right-of-use assets Land Other equipment |
December 31, 2020 March 31, 2020 $ 19,476 $ 22,631 1,003 1,757 $ 20,479 $ 24,388 For the Three Months Ended **March 31 ** |
December 31, 2020 March 31, 2020 $ 19,476 $ 22,631 1,003 1,757 $ 20,479 $ 24,388 For the Three Months Ended **March 31 ** |
December 31, 2020 March 31, 2020 $ 19,476 $ 22,631 1,003 1,757 $ 20,479 $ 24,388 For the Three Months Ended **March 31 ** |
|---|---|---|---|
| 2021 $ 4,833 $ 2,319 251 $ 2,570 |
2020 $ - $ 2,035 251 $ 2,286 |
Except for the aforementioned addition and recognized depreciation, the Company did not have significant sublease or impairment of right-of-use assets for the three months ended March 31, 2021 and 2020.
b. Lease liabilities
| December 31, | December 31, | ||||
|---|---|---|---|---|---|
| March 31, 2021 | 2020 | March 31, 2020 | |||
| Carrying amount | |||||
| Current | $ 10,750 | $ | 8,756 |
$ | 8,975 |
| Non-current | $ 11,066 | $ | 9,738 |
$ | 14,979 |
| Range of discount rate for lease liabilities was as follows: |
| December 31, | ||
|---|---|---|
| March 31, 2021 | 2020 |
March 31, 2020 |
| 0.878%-1.1% | 1.1% | 1.1% |
c. Material lease-in activities and terms (the Group as lessee)
The Group leases land, buildings and equipment for the use of plants and manufacturing with lease term of 2 to 3 years. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease term. In addition, the Group is prohibited from subleasing or transferring all or any portion of the underlying assets without the lessor’s consent.
- 19 -
d. Other lease information
| Expenses relating to short-term leases and low-value asset leases Total cash outflow for leases |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
|---|---|---|---|
| 2021 $ 4,238 $ 5,801 |
2020 $ 3,186 $ 4,681 |
15. INVESTMENT PROPERTIES
| Cost Balance at January 1, 2021 Addition Balance at March 31, 2021 Accumulated depreciation and impairment Balance at January 1, 2021 Depreciation expense Balance at March 31, 2021 Carrying amount at March 31, 2021 Carrying amount at January 1, 2021 Cost Balance at January 1, 2020 Transfers from property, plant and equipment Balance at March 31, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Depreciation expense Balance at March 31, 2020 Carrying amount at March 31, 2020 |
Amount $ 302,004 - $ 302,004 $ (196,474) (501) $ (196,975) $ 105,029 $ 105,530 $ 253,686 48,318 $ 302,004 $ (191,055) (501) $ (191,556) $ 110,448 |
|---|---|
For the three months ended March 31, 2020, the reclassification of real estate, plant and equipment were set out in Note 13.
The investment properties are depreciated using the straight-line method in 50 years.
The fair value of the investment real estate was evaluated by the management of the Group with reference to prices of similar properties in the market. The fair value of the investment real estate as of December 31, 2020 and 2019, was $200,106 thousand and $203,658 thousand, respectively. According to management assessment, compared with December 31, 2020 and 2019, there was no significant changes in the fair value of March 31, 2021and 2020.
- 20 -
All investment properties of the Group were held under freehold interests. The investment properties pledged as collateral for bank borrowings were set out in Note 32.
16. INTANGIBLE ASSETS
| December 31, | |||
|---|---|---|---|
| March 31, 2021 | 2020 |
March 31, 2020 | |
| Service concession arrangements (Note) | $ 3,407,358 |
$ 2,734,183 | $ 1,258,648 |
| Computer software | 5,542 |
5,533 |
9,176 |
| $ 3,412,900 |
$ 2,739,716 | $ 1,267,824 |
Note: The subsidiary Ever Ecove Corporation signed a construction service contract of “Building, Operation and Transfer of Taoyuan City Biomass Energy Center” with Taoyuan City Government, and the price of the right to charge public service users which was built by Ever Ecove Corporation, is classified as intangible assets - service concession arrangements. The construction period was from October 2018 to December 2021. Upon completion of construction, Ever Ecove Corporation shall provide operational services until October 2043. Upon expiration of the service concession arrangement, Ever Ecove Corporation shall return the right of management according to the contract and transfer the ownership of the built biomass energy center and related auxiliary facilities to Taoyuan City Government free of charge.
17. OTHER ASSETS
| December 31, | December 31, | ||||
|---|---|---|---|---|---|
| March 31, 2021 | 2020 | March 31, 2020 | |||
| Current | |||||
| Prepayments | $ 170,106 |
$ | 96,949 | $ | 926 |
| Prepaid expenses | 36,092 | 28,779 | 37,997 | ||
| Tax credit | 28,565 |
50,069 | 30,747 | ||
| $ 234,763 |
$ | 175,797 | $ | 69,670 | |
| Non-current | |||||
| Prepayments for equipment | $ 139,520 |
$ | 117,404 | $ | 102,228 |
18. BORROWINGS
a. Short-term borrowings
| December 31, | December 31, | ||||
|---|---|---|---|---|---|
| March 31, 2021 | 2020 | March 31, 2020 | |||
| Unsecured borrowings | |||||
| Line of credit borrowings | $ 1,000,000 |
$ | 690,000 | $ | 700,670 |
- 21 -
The range of effective interest rate on bank loans was 0.88%-1.34%, 0.88%-0.9% and 0.88%-1.4% per annum as of March 31, 2021, December 31, 2020 and March 31, 2020, respectively.
b. Short-term bills payable
| December 31, | ||||
|---|---|---|---|---|
| March 31, 2021 | 2020 |
March 31, 2020 | ||
| Commercial paper | $ 1,700,000 |
$ 1,800,000 | $ | 1,000,000 |
| Less: Unamortized discounts on short-term | ||||
| bills payable | (607) |
(829) |
(149) | |
| $ 1,699,393 |
$ 1,799,171 | $ | 999,851 |
Outstanding short-term bills payable were as follows:
March 31, 2021
| Financial Institution Commercial paper China Bills Finance Corporation Mega Bills Finance Co., Ltd. International Bills Finance Corporation December 31, 2020 Financial Institution Commercial paper China Bills Finance Corporation Mega Bills Finance Co., Ltd. International Bills Finance Corporation March 31, 2020 Financial Institution Commercial paper China Bills Finance Corporation Mega Bills Finance Co., Ltd. International Bills Finance Corporation |
Nominal Amount $ 600,000 600,000 500,000 $ 1,700,000 Nominal Amount $ 600,000 600,000 600,000 $ 1,800,000 Nominal Amount $ 300,000 400,000 300,000 $ 1,000,000 |
Discount Amount $ (307) (129) (171) $ (607) Discount Amount $ (390) (189) (250) $ (829) Discount Amount $ (106) - (43) $ (149) |
Carrying Amount Interest Rate $ 599,693 0.848% 599,871 0.858% 499,829 0.868% $ 1,699,393 Carrying Amount Interest Rate $ 599,610 0.848% 599,811 0.858% 599,750 0.868% $ 1,799,171 Carrying Amount Interest Rate $ 299,894 0.898%- 0.958% 400,000 0.958% 299,957 0.988% $ 999,851 |
|---|---|---|---|
- 22 -
c. Long-term borrowings
| December 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| March 31, 2021 | 2020 | March 31, 2020 | ||||
| Secured borrowings | ||||||
| Bank loans (Note 32) |
$ 1,990,000 |
$ 1,990,000 | $ | 820,000 | ||
| Unsecured borrowings | ||||||
| Bank loans |
20,000 |
20,000 | 20,000 | |||
| 2,010,000 | 2,010,000 | 840,000 | ||||
| Less: Current portion of long-term borrowing | (300,000) |
(300,000) | - | |||
| Unamortized discount |
(16,186) |
(16,531) | (17,364) | |||
| $ 1,693,814 |
$ 1,693,469 | $ | 822,636 |
-
1) The Company borrowed $500,000 thousand from Taiwan Business Bank which were secured by land and building mortgage guarantees. The loan maturity date is January 16, 2024. Starting from the actual date of disbursement, the Company paid interest monthly during the first 3 years. On the fourth year, the principal with interest will be paid monthly for 2 years. The effective interest rate was 0.893% per annum as of March 31, 2021 and 2020, respectively.
-
2) The Company borrowed $280,000 thousand from Cathay United Bank which was secured by building mortgage guarantees and unsecured borrowings of $20,000 thousand. The loan term is from February 24, 2020 to June 28, 2021. Starting from the actual date of disbursement, the Company makes monthly amortized payments on principal and interest. The Company will fully repay the debt when it is due. The effective interest rate was 0.95% and 0.94%-0.99% per annum as of March 31, 2021 and 2020, respectively.
-
3) In order to finance the project of “Building, Operation and Transfer of Taoyuan City Biomass Energy Center Protocol”, the subsidiary Ever Ecove Corporation signed a syndicate loan of $4,060,000 thousand with the syndicate bank formed by Hua Nan Bank on April 9, 2019 and the credit period is 15 years from the date of first drawdown. The loan was secured by a bank guarantee letter to obtain a loan of $1,410,000 thousand. The loan term is from October 2, 2019 to October 1, 2043. The first payment date of the loan will be due in 3 years and 6 months, and thereafter the loan will be paid by installments every 6 months, amortized in 24 periods. As of March 31, 2021 and 2020, the effective annual interest rate of the loan was 1.7895%.
19. TRADE PAYABLES
The average credit period on purchases of certain goods was 30 to 90 days. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
Retentions payable on construction contracts which are included in trade payables and are not bearing interest and are expected to be paid at the end of retention periods, which are within the normal operating cycle of the Group, usually more than twelve months after the reporting period. Refer to Note 23 for maturity analysis of retentions payable.
- 23 -
20. OTHER LIABILITIES
| December 31, | December 31, | ||||
|---|---|---|---|---|---|
| March 31, 2021 | 2020 | March 31, 2020 | |||
| Current | |||||
| Other payables | |||||
| Payables for equipment | $ 118,648 |
$ | 90,524 | $ 208,112 | |
| Payables for repair and maintenance | 40,545 | 79,162 | 109,182 | ||
| Payables for transportation fees | 34,749 | 47,442 | 36,107 | ||
| Payables for compensation of employees and | |||||
| remuneration of directors and supervisors | 34,274 | 27,545 | 35,191 | ||
| Payables for annual leave | 22,144 | 36,017 | 21,946 | ||
| Payables for salaries or bonuses | 18,524 | 6,909 | 15,582 | ||
| Payables for insurance expenses | 9,141 | 20,107 | 8,346 | ||
| Payables for sales tax | 7,202 | 11,567 | 8,194 | ||
| Payables for professional fees | 3,192 | 8,299 | 9,974 | ||
| Payables for reward | - | - | 26,823 | ||
| Others | 54,643 |
79,192 | 58,492 |
||
| $ 343,062 |
$ | 406,764 | $ 537,949 |
21. PROVISIONS
| December 31, | |||
|---|---|---|---|
| March 31, 2021 | 2020 |
March 31, 2020 | |
| Current | |||
| Warranties* | $ 61,620 | $ 60,723 | $ 57,955 |
| Onerous contract - loss on construction | 69 |
69 |
2,894 |
| $ 61,689 | $ 60,792 | $ 60,849 |
- The contractual obligation of the warranty expenditure is expected to occur during the warranty period after the completion of the construction contracts.
22. RETIREMENT BENEFIT PLANS
Employee benefits expense in respect of the Group’s defined retirement benefit plans were $1,595 thousand and $1,797 thousand for the three months ended March 31, 2021 and 2020, respectively, and were calculated using the respective year’s actuarially determined pension cost discount rate as of December 31, 2020 and 2019.
- 24 -
23. MATURITY ANALYSIS OF ASSETS AND LIABILITIES
The current/non-current classification of the Group’s assets and liabilities relating to steel structure business was based on its operating cycle. The amount expected to be recovered or settled within one year after the reporting period and more than one year after reporting period for related assets and liabilities are as follows:
| Within 1 Year More Than 1 Year March 31, 2021 Assets Notes receivable $ 63,805 $ - Trade receivables 893,083 - Inventory 2,129,293 - Contract assets - current 2,374,107 853,693 $ 5,460,288 $ 853,693 Liabilities Notes payable $ 6,801 $ - Trade payables 1,072,274 161,263 Contract liabilities - current 591,081 26,248 $ 1,670,156 $ 187,511 December 31, 2020 Assets Notes receivable $ 126,203 $ - Trade receivables 635,261 - Inventory 986,652 - Contract assets - current 3,468,046 722,927 $ 5,216,162 $ 722,927 Liabilities Notes payable $ 931 $ - Trade payables 907,412 212,977 Contract liabilities - current 298,877 24,878 $ 1,207,220 $ 237,855 March 31, 2020 Assets Notes receivable $ 45,531 $ - Trade receivables 485,467 - Inventory 834,094 - Contract assets - current 2,382,617 470,334 $ 3,747,709 $ 470,334 |
Total $ 63,805 893,083 2,129,293 3,227,800 $ 6,313,981 $ 6,801 1,233,537 617,329 $ 1,857,667 $ 126,203 635,261 986,652 4,190,973 $ 5,939,089 $ 931 1,120,389 323,755 $ 1,445,075 $ 45,531 485,467 834,094 2,852,951 $ 4,218,043 (Continued) |
|---|---|
- 25 -
| More Than 1 | More Than 1 | |||||
|---|---|---|---|---|---|---|
| Within 1 Year | Year | Total | ||||
| Liabilities | ||||||
| Notes payable | $ | 6,950 |
$ | - | $ | 6,950 |
| Trade payables | 670,076 | 197,967 | 868,043 | |||
| Contract liabilities - current | 212,572 |
22,056 | 234,628 | |||
| $ | 889,598 |
$ | 220,023 | $ | 1,109,621 | |
| (Concluded) | ||||||
| EQUITY | ||||||
| a. Share capital | ||||||
| Ordinary shares | ||||||
| December 31, | ||||||
| March 31, 2021 | 2020 | March 31, 2020 | ||||
| Number of shares authorized (in thousands) | 440,000 |
440,000 | 440,000 | |||
| Shares authorized | $ | 4,400,000 |
$ | 4,400,000 | $ | 4,400,000 |
| Number of shares issued and fully paid (in | ||||||
| thousands) | 399,426 |
399,426 | 399,426 | |||
| Shares issued | $ | 3,994,260 |
$ | 3,994,260 | $ | 3,994,260 |
| Shares capital collected in advance | $ | 998,521 |
$ | - | $ | - |
24. EQUITY
On December 21, 2020, the board of directors resolved a cash capital increase by issuing 20,556 thousand new shares with a par value of $10, and the base date of capital increase was April 8, 2021. As of March 31, 2021, the share capital which was collected in advance was $998,521 thousand.
The above cash capital increase proposal retains 10% of the cash capital increase shares, which totaled 2,056 thousand shares, for employees’ subscription. The Company recognized salary expenses and capital surplus - employee share options of $39,660 thousand on the grant date.
- b. Capital surplus
| December 31, | |||
|---|---|---|---|
| March 31, 2021 | 2020 |
March 31, 2020 | |
| May be used to offset a deficit, | |||
| distributed as cash dividends, or | |||
| transferred to share capital (1) | |||
| Treasury share transactions |
$ 333,208 |
$ 333,208 | $ 328,210 |
| Consolidation excess | 51,956 | 51,956 | 51,956 |
| May only be used to offset a deficit | |||
| Changes in ownership interests in subsidiaries | |||
| (2) | 8,510 | 8,510 | - |
| Expired employee share options | 2,775 | 2,775 | 2,775 |
| Unclaimed dividends | 93 | 93 | 93 |
| (Continued) |
- 26 -
| December | December | 31, | |||||
|---|---|---|---|---|---|---|---|
| March 31, 2021 | 2020 | March 31, 2020 | |||||
| May not be used for any purpose | |||||||
| Employee share options | $ | 39,660 |
$ | - | $ | - |
|
| $ | 436,202 |
$ | 396,542 | $ | 383,034 | ||
| (Concluded) |
-
1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).
-
2) Such capital surplus arises from the effects of changes in ownership interests in subsidiaries resulting from equity transactions other than actual disposals or acquisitions or from changes in capital surplus of subsidiaries accounted for using the equity method.
-
c. Retained earnings and dividend policy
Under the dividend policy as set forth in the Articles, where the Company made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for distribution of dividends and bonuses to shareholders. For the policies on distribution of compensation of employees and remuneration of directors and supervisors before and after amendment, refer to f. employee benefits expense in Note 26.
The Company’s dividend policy is designed to meet present and future development projects and takes into consideration the investment environment, funding requirements, international or domestic competitive conditions while simultaneously meeting shareholders’ interests. When there is no cumulative loss, the Company shall distribute dividends at no less than 50% of the net profit. The way to distribute dividends could be either through cash or shares, and cash dividends shall not be less than 50% of the total dividends.
Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
The appropriations of earnings for 2020 and 2019 which were approved in the board of directors and shareholders’ meetings on March 10, 2021 and June 18, 2020, respectively, were as follows:
| Legal reserve Cash dividends |
Appropriation of Earnings For the Year Ended December 31 2020 2019 $ 104,266 $ 94,744 872,378 793,071 |
Dividends Per Share (NT$) |
|---|---|---|
| For the Year Ended December 31 |
||
| 2020 2019 $ 2.2 $ 2.0 |
The appropriation of earnings for 2020 are subject to resolution in the shareholders’ meeting to be held on June 25, 2021.
- 27 -
d. Treasury shares
| Shares Held by | |||
|---|---|---|---|
| Subsidiary - | |||
| Shares | Ming Yu | ||
| Transferred to | Investment | ||
| Employees | Corporation | Total | |
| (In Thousands | (In Thousands | (In Thousands | |
| of Shares) | of Shares) | of Shares) | |
| Number of shares at January 1, 2021 | 2,891 | 2,499 | 5,390 |
| Additions | - | - | - |
| Less | - |
- |
- |
| Number of shares at March 31, 2021 | 2,891 |
2,499 |
5,390 |
| Carrying amount at March 31, 2021 | $ 49,938 | $ 43,175 | $ 93,113 |
| Number of shares at January 1, 2020 | 2,891 | 4,000 | 6,891 |
| Additions | - | - | - |
| Less | - |
(1,501) |
(1,501) |
| Number of shares at March 31, 2020 | 2,891 |
2,499 |
5,390 |
| Carrying amount at March 31, 2020 | $ 49,938 | $ 43,175 | $ 93,113 |
For the three months ended March 31, 2020, the Company’s shares were held by its subsidiary-Ming Yu Investment Corporation. Ming Yu Investment Corporation sold 1,501 thousand shares to unrelated parties.
Under the Securities and Exchange Act, the Company shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as the rights to dividends and to vote. The subsidiaries holding treasury shares, however, are bestowed shareholders’ rights, except the rights to participate in any share issuance for cash and to vote.
25. REVENUE
| Construction contract revenue Revenue from waste treatment Energy revenue Revenue from containers repair |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
|
|---|---|---|---|
| 2021 $ 2,490,860 406,146 111,996 39,195 $ 3,048,197 |
2020 $ 1,790,724 443,940 108,273 37,655 $ 2,380,592 |
- 28 -
a. Contact balances
| December 31, | |||
|---|---|---|---|
| March 31, 2021 | 2020 |
March 31, 2020 | |
| Contract assets | |||
| Properties construction | $ 2,023,453 |
$ 3,036,146 | $ 1,818,747 |
| Retention receivable | 1,249,278 | 1,192,876 | 1,058,095 |
| Less: Allowance for impairment loss | (44,931) |
(38,049) |
(23,891) |
| $ 3,227,800 |
$ 4,190,973 | $ 2,852,951 |
The movements of the loss allowance of contract assets are as follows:
| Balance at January 1 Add: Net remeasurement of loss allowance (reversed) Balance at March 31 March 31, 2021 Contract liabilities Properties construction $ 617,329 Waste treatment 14,845 $ 632,174 |
For the Three Months Ended March 31 |
|---|---|
| 2021 2020 $ 38,049 $ 24,949 6,882 (1,058) $ 44,931 $ 23,891 December 31, 2020 March 31, 2020 $ 323,755 $ 234,628 59,054 45,711 $ 382,809 $ 280,339 |
b. Partially completed contracts
The transaction prices, excluding any estimated amounts of variable consideration that are constrained, allocated to the performance obligations that are not fully satisfied and the expected timing for recognition of revenue are as follows.
| March 31, 2021 | |
|---|---|
| Property construction contracts | |
| From April 2021 to March 2022 | $ 13,369,721 |
| From April 2022 to March 2023 | 1,114,390 |
| From April 2023 to after years | 313,387 |
| $ 14,797,498 | |
| December 31, | |
| 2020 | |
| Property construction contracts | |
| In 2021 | $ 13,959,269 |
| In 2022 | 1,634,948 |
| From 2023 to after years | 311,433 |
| $ 15,905,650 |
- 29 -
March 31, 2020
| Property construction contracts From April 2020 to March 2021 From April 2021 to March 2022 From April 2022 to after years |
$ 8,318,676 4,219,294 501,847 $ 13,039,817 |
|---|---|
26. NET PROFIT (LOSS) FROM CONTINUING OPERATIONS
- a. Other income
| Rental income Others |
For the Three Months Ended **March 31 ** |
For the Three Months Ended **March 31 ** |
For the Three Months Ended **March 31 ** |
|---|---|---|---|
| 2021 $ 3,348 168 $ 3,516 |
2020 $ 3,362 9,148 $ 12,510 |
b. Other gains and losses
| Gain on disposal of property, plant and equipment Net foreign exchange losses Others |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
|---|---|---|---|
| 2021 $ 180 (5,466) (2,171) $ (7,457) |
2020 $ 95 (130) (1,137) $ (1,172) |
c. Finance costs
| Interest on bank loans Interest on commercial paper Interest on lease liabilities Less: Amounts included in the cost of qualifying assets |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
|---|---|---|---|
| 2021 $ 10,464 2,397 52 (7,054) $ 5,859 |
2020 $ 2,771 1,326 67 (1,154) $ 3,010 |
- 30 -
Information about capitalized interest is as follows:
| Capitalized interest amount Capitalization rate d. Depreciation and amortization Property, plant and equipment Investment property Right-of-use assets Intangible assets An analysis of deprecation by function Operating costs Operating expenses An analysis of amortization by function Operating costs Operating expenses e. Employee benefits expense Post-employment benefits Defined contribution plans Defined benefit plans (Note 22) Other employee benefits Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
|---|---|---|---|
| 2021 2020 $ 7,054 $ 1,154 1.3%-1.7895% 1.3%-1.7895% For the Three Months Ended **March 31 ** |
|||
| 2021 2020 $ 94,953 $ 95,093 501 501 2,570 2,286 1,342 1,956 $ 99,366 $ 99,836 $ 94,888 $ 94,650 3,136 3,230 $ 98,024 $ 97,880 $ 308 $ 941 1,034 1,015 $ 1,342 $ 1,956 For the Three Months Ended March 31 |
|||
| 2021 $ 4,589 1,595 198,045 $ 204,229 $ 86,838 117,391 $ 204,229 |
2020 $ 4,403 1,797 151,303 $ 157,503 $ 79,896 77,607 $ 157,503 |
-
31 -
-
f. Compensation of employees and remuneration of directors and supervisors
According to the Articles of Incorporation of the Company, the Company accrued compensation of employees and remuneration of directors and supervisors at rates of no less than 0.5% and no higher than 2%, respectively, of net profit before income tax, compensation of employees, and remuneration of directors and supervisors. The compensation of employees and the remuneration of directors and supervisors for the three months ended March 31, 2021 and 2020, are as follows:
Accrual rate
| Compensation of employees Remuneration of directors and supervisors Amount |
For the Three Months Ended **March 31 ** |
|---|---|
| 2021 2020 0.50% 0.64% 0.45% 0.59% |
| Compensation of employees Remuneration of directors and supervisors |
For the Three Months Ended **March 31 ** |
For the Three Months Ended **March 31 ** |
|---|---|---|
| 2021 Cash $ 1,387 1,250 |
2020 | |
| Cash $ 1,352 1,250 |
If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate in the following year.
The Company held board of directors’ meetings on March 10, 2021 and March 16, 2020, and those meetings resulted in the actual amounts of the remuneration of directors and supervisors paid for 2020 and 2019 to differ from the amounts recognized in the financial statements for the years ended December 31, 2020 and 2019, respectively. The differences were adjusted to profit and loss in the following year.
| Amounts approved in the board of directors’ meeting Amounts recognized in the annual financial statements |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2020 Compensation of employees Remuneration of Directors and Supervisors $ 5,745 $ 5,000 $ 5,745 $ 5,000 |
2019 | |
| Compensation of employees Remuneration of Directors and Supervisors $ 5,407 $ 6,819 $ 5,407 $ 7,000 |
Information on the compensation of employees and remuneration of directors and supervisors resolved by the Company’s board of directors in 2021 and 2020 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
- 32 -
27. INCOME TAXES
- a. Income tax recognized in profit or loss
Major components of tax expense recognized in profit or loss are as follows:
| Current tax In respect of the current year Deferred tax In respect of the current year Income tax expense recognized in profit or loss |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
|---|---|---|---|
| 2021 $ 81,274 (8,251) $ 73,023 |
2020 $ 68,296 2,996 $ 71,292 |
- b. Income tax assessments
The income tax of the Group through 2018, except 2019, have been assessed by the tax authorities.
28. EARNINGS PER SHARE
The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share are as follows:
Net profit for the period
| Profit for the period attributable to owners of the Company Shares Weighted average number of ordinary shares used in the computation of basic earnings per share Effects of potentially dilutive ordinary shares: Compensation of employees Weighted average number of ordinary shares outstanding in the computation of diluted earnings per share |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
|---|---|---|---|
| 2021 2020 $ 257,395 $ 199,426 Unit: In Thousand Shares For the Three Months Ended March 31 |
|||
| 2021 394,036 119 394,155 |
2020 393,937 181 394,118 |
The Group may settle the compensation of employees in cash or shares; therefore, the Group assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
- 33 -
29. CAPITAL MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance. The Group’s overall strategy remains unchanged.
The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity attributable to owners of the Group (comprising issued capital, reserves, retained earnings and other equity).
The Group is not subject to any externally imposed capital requirements.
30. FINANCIAL INSTRUMENTS
- a. Fair value of financial instruments not measured at fair value
Management believes that the carrying amounts of financial assets and financial liabilities recognized in the financial statements approximate their fair values.
-
b. Fair value of financial instruments measured at fair value on a recurring basis
-
1) Fair value hierarchy
Fair value hierarchy as of March 31, 2021
| Level 1 Financial assets at FVTOCI Investments in equity instruments Listed shares and emerging market shares $ 6,229,742 Unlisted shares - ROC - Unlisted shares in other country - $ 6,229,742 Fair value hierarchy as of December 31, 2020 Level 1 Financial assets at FVTOCI Investments in equity instruments Listed shares and emerging market shares $ 5,744,880 Unlisted shares - ROC - Unlisted shares in other country - $ 5,744,880 |
Level 2 $ - - - $ - Level 2 $ - - - $ - |
Level 3 $ - 882,656 153,320 $ 1,035,976 Level 3 $ - 881,433 149,199 $ 1,030,632 |
Total $ 6,229,742 882,656 153,320 $ 7,265,718 Total $ 5,744,880 881,433 149,199 $ 6,775,512 |
|---|---|---|---|
Financial assets at FVTOCI Investments in equity instruments Listed shares and emerging market shares Unlisted shares - ROC Unlisted shares in other country |
- 34 -
Fair value hierarchy as of March 31, 2020
| Financial assets at FVTOCI Investments in equity instruments Listed shares and emerging market shares Unlisted shares - ROC Unlisted shares in other country |
Level 1 $ 3,183,597 - - $ 3,183,597 |
Level 2 $ - - - $ - |
Level 3 $ - 610,503 148,850 $ 759,353 |
Total $ 3,183,597 610,503 148,850 $ 3,942,950 |
|---|---|---|---|---|
There were no transfers between Levels 1 and 2 in the current and prior periods.
-
2) Reconciliation of Level 3 fair value measurements of financial instruments: None
-
3) Valuation techniques and inputs applied for Level 2 fair value measurement: None
-
4) Valuation techniques and inputs applied for Level 3 fair value measurement: The fair values of unlisted equity securities - ROC were determined using market approach. The market approach is used to arrive at their par values for which the recent financing activities of investees, the market transaction prices of the similar companies and market conditions are considered.
-
c. Categories of financial instruments
| December 31, | |||
|---|---|---|---|
| March 31, 2021 | 2020 |
March 31, 2020 | |
| Financial assets | |||
| Financial assets at amortized cost (1) | $ 6,816,609 |
$ 5,287,448 | $ 5,464,580 |
| Financial assets at FVTOCI | |||
| Equity instruments | 7,265,718 | 6,775,512 | 3,942,950 |
| Financial liabilities | |||
| Financial liabilities measured at amortized | |||
| cost (2) | 6,692,744 | 6,337,336 | 4,180,717 |
-
1) The balances included financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable, trade and other receivables, financial assets at amortized cost and refundable deposits.
-
2) The balances included financial liabilities measured at amortized cost, which comprise notes payable and trade payables, other payables, guarantee deposits received, short-term borrowings, short-term bills payable, current portion of long-term borrowings and long-term borrowings.
-
35 -
d. Financial risk management objectives and policies
The Group’s major financial instruments include equity investments, trade receivable, trade payables, borrowings and lease liabilities. The Group’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
1) Market risk
The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).
There had been no change to the Group’s exposure to market risks or the manner in which these risks were managed and measured.
- a) Foreign currency risk
The Group had foreign currency sales and purchases, which exposed the Group to foreign currency risk. The foreign currency fluctuation affects the financial instruments market value due to the Group’s policy of hedges in pre-purchase of foreign forward exchanges.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the year are set out in Note 34.
Sensitivity analysis
The Group was mainly exposed to the Currency USD, Currency EUR and Currency JPY.
The following table details the Group’s sensitivity to an increase and a decrease in New Taiwan dollars (i.e., the functional currency) against the relevant foreign currencies. A sensitivity rare of 5% is used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the year for a 5% change in foreign currency rates. The positive numbers in the following table indicate the amount of increase in net profit before tax when the New Taiwan Dollars depreciates by 5% relative to the relevant currencies; when the New Taiwan Dollars appreciates by 5% relative to the relevant foreign currencies, its impact on the net profit before tax will be The negative number of the same amount.
| Profit or loss |
USD Impact For the Three Months Ended March 31 2021 2020 $ 1,507 * $ 1,926 * |
EUR Impact For the Three Months Ended March 31 2021 2020 $ 5,948 * $ 5,153 * |
JPY Impact |
|---|---|---|---|
| For the Three Months Ended March 31 |
|||
| 2021 2020 $ 4,333 * $ 6,833 * |
-
This was mainly attributable to the exposure on outstanding demand deposits in USD, EUR and JPY in cash flow hedges at the end of the period.
-
b) Interest rate risk
The Group was exposed to interest rate risk because entities in the Group borrowed funds at both fixed and floating interest rates.
- 36 -
The carrying amount of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows.
| December 31, | December 31, | ||||
|---|---|---|---|---|---|
| March 31, 2021 | 2020 | March 31, 2020 | |||
| Fair value interest rate risk | |||||
| Financial assets | $ 1,034,007 |
$ | 904,424 | $ | 583,162 |
| Financial liabilities | 2,361,209 | 2,807,665 | 1,833,805 | ||
| Cash flow interest rate risk | |||||
| Financial assets | 3,452,585 | 3,242,038 | 3,680,998 | ||
| Financial liabilities | 2,353,814 | 1,693,469 | 713,306 |
Sensitivity analysis
The sensitivity analyses below were determined based on the Group’s exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group’s pre-tax profit for the three months ended March 31, 2021 and 2020 would have increased/decreased by $1,373 thousand and $3,710 thousand, respectively, which was mainly attributable to the Group’s exposure to interest rates on its variable-rate bank borrowings, and demand deposits.
c) Other price risk
The Group was exposed to equity price risk through its investments in listed equity securities. The Group’s equity price risk was mainly concentrated on equity instruments operating in Taiwan industry sector quoted in the Taiwan Stock Exchange.
Sensitivity analysis
The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the reporting period.
If equity prices had been 3% higher/lower, pre-tax profit for three months ended March 31, 2021 and 2020 would have increased/decreased by $217,972 thousand and $118,289 thousand, respectively, as a result of the changes in fair value of financial assets as FVTOCI.
The Group’s sensitivity to equity prices increased due to the impact of equity price fluctuations.
2) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. At the end of the reporting period, the Group’s maximum exposure to credit risk which may cause a financial loss to the Group due to failure of counterparties to discharge an obligation and financial guarantees provided by the Group could arise from the carrying amount of the respective recognized financial assets as stated in the balance sheets.
- 37 -
In order to minimize credit risk, management of the Group is responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowances are made for irrecoverable amounts. In this regard, management believes the Group’s credit risk was significantly reduced.
The Group’s concentration of credit risk of 43% and 58% of total trade receivables as of March 31, 2021 and 2020, respectively, was related to the Group’s five largest customers. The credit concentration risk of the remaining trade receivables is relatively insignificant.
3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
The Group relies on bank borrowings as a significant source of liquidity. As of March 31, 2021 and 2020, the Group had available unutilized bank loan facilities set out in (b) below.
a) Liquidity and interest rate risk tables for non-derivative financial liabilities
The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed upon repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The tables included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed upon repayment dates.
To the extent that interest flows are at floating rates, the undiscounted amount was derived from the interest rate curve at the end of the reporting period.
March 31, 2021
| Non-derivative financial liabilities Non-interest bearing Lease liabilities Variable interest rate liabilities Fixed interest rate liabilities |
Less than 1 Year $ 1,813,181 10,907 985,916 2,042,477 $ 4,852,481 |
1-5 Years $ 161,263 11,147 349,051 304,797 $ 826,258 |
5+ Years $ - - 1,261,543 - $ 1,261,543 |
|---|---|---|---|
- 38 -
December 31, 2020
| b) | Less than 1 Year 1-5 Years 5+ Years Non-derivative financial liabilities Non-interest bearing $ 1,613,362 $ 216,101 $ - Lease liabilities 8,908 9,835 - Variable interest rate liabilities 326,622 349,051 1,261,543 Fixed interest rate liabilities 2,489,719 308,147 - $ 4,438,611 $ 883,134 $ 1,261,543 March 31, 2020 Less than 1 Year 1-5 Years 5+ Years Non-derivative financial liabilities Non-interest bearing $ 1,441,453 $ 197,967 $ - Lease liabilities 9,174 15,130 - Variable interest rate liabilities 99,578 365,271 329,865 Fixed interest rate liabilities 1,612,311 205,133 - $ 3,162,516 $ 783,501 $ 329,865 Financing facilities March 31, 2021 December 31, 2020 March 31, 2020 Unsecured bank overdraft facility Amount used $ 2,720,000 $ 2,510,000 $ 1,720,670 Amount unused 5,469,360 4,759,360 5,974,330 $ 8,189,360 $ 7,269,360 $ 7,695,000 Secured bank overdraft facility Amount used $ 2,340,000 $ 1,990,000 $ 820,000 Amount unused 3,458,400 3,450,000 4,628,400 $ 5,798,400 $ 5,440,000 $ 5,448,400 |
|---|---|
- 39 -
31. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Besides information disclosed elsewhere in the other notes, details of transactions between the Group and other related parties are disclosed below.
- a. Related parties and their relationships
| Related Party Evergreen International Corporation EVA Airways Corporation Evergreen Security Corporation Ever Accord Construction Corporation Evergreen Marine Corporation |
Relationship with the Company |
|---|---|
| Investor that have significant influence over the Group Related party in substance Related party in substance Related party in substance Related party in substance |
- b. Sales of goods
| Line Item Related Party Sales of goods Investors that have significant influence over the Group Related party in substance |
For the Three Months Ended **March 31 ** |
For the Three Months Ended **March 31 ** |
For the Three Months Ended **March 31 ** |
|---|---|---|---|
| 2021 $ 150 230,694 $ 230,844 |
2020 $ 223 70,675 $ 70,898 |
The sales conditions for related party in substance were not significantly different from those sales made to the Group’s usual list prices. There was no comparable sales price between related parties in substance for repairing containers. Payments are collected within 60 days after the invoice is issued.
- c. Purchases of goods and expenses
| Related Party Investors that have significant influence over the Group Related party in substance |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
|---|---|---|---|
| 2021 $ 4,375 5,271 $ 9,646 |
2020 $ 1,889 5,039 $ 6,928 |
The purchases to related parties had no significant differences with other non-related parties.
- d. Construction receivables (contract assets)
| December 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| Related Party | March 31, 2021 | 2020 | March 31, 2020 | |||
| Related party in substance | $ | 80,553 |
$ | 56,697 | $ | 44,093 |
For the three months ended March 31, 2021 and 2020, impairment loss of $2,967 thousand and $829 thousand, respectively, was recognized for contract assets from related parties.
- 40 -
e. Contract liabilities
| f. g. |
Related Party March 31, 2021 December 31, 2020 March 31, 2020 Related party in substance $ - $ - $ 9,540 Receivables from related parties (excluding loans to related parties and contract assets) Trade receivables Related Party March 31, 2021 December 31, 2020 March 31, 2020 Investors that have significant influence over the Group $ 105 $ 156 $ 148 Related party in substance 150,654 151,302 37,899 $ 150,759 $ 151,458 $ 38,047 Payables to related parties Other payables Related Party March 31, 2021 December 31, 2020 March 31, 2020 Investors that have significant influence over the Group $ 903 $ 2,074 $ 1,022 Related party in substance 2,463 2,398 2,398 $ 3,366 $ 4,472 $ 3,420 |
|---|---|
The outstanding trade payables from related parties are unsecured.
| h. | Lease arrangements | Lease arrangements | ||||||
|---|---|---|---|---|---|---|---|---|
| December 31, | ||||||||
| Line Item | Related Party |
March | 31, 2021 | 2020 | March | 31, 2020 | ||
| Right-of-use |
Investors that have | $ | 753 | $ | 1,004 |
$ | 1,756 | |
| assets | significant influence over | |||||||
| the Group | ||||||||
| Lease liabilities | Investors that have | $ | 762 | $ | 1,015 |
$ | 1,769 | |
| significant influence over | ||||||||
| the Group |
The Company rents other equipment from Evergreen International Corporation for $85 thousand per month, and the lease terms are from January 2019 to December 2021.
-
41 -
-
i. Compensation of key management personnel
| Short-term employee benefits Post-employment benefits |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
For the Three Months Ended March 31 |
|---|---|---|---|
| 2021 $ 9,782 233 $ 10,015 |
2020 $ 10,141 1,021 $ 11,162 |
32. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for bank borrowings, provisional attachment and performance guarantees, etc.:
| December 31, | |||
|---|---|---|---|
| March 31, 2021 | 2020 |
March 31, 2020 | |
| Property, plant, and equipment, net | $ 2,324,272 |
$ 2,335,640 | $ 2,296,599 |
| Investment properties | 97,206 | 97,706 | 99,208 |
| Financial assets at amortized cost | 23,452 |
23,452 |
13,270 |
| $ 2,444,930 |
$ 2,456,798 | $ 2,409,077 |
33. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of March 31, 2021 and 2020 were as follows:
- a. As of March 31, 2021, December 31, 2020 and March 31, 2020, unused letters of credit for purchasing of materials are as follows:
| December 31, | |||
|---|---|---|---|
| Currency | March 31, 2021 | 2020 |
March 31, 2020 |
| NTD | $ 733,482 |
$ 472,963 | $ 430,033 |
| USD | 688 | 984 | 1,267 |
- b. As of March 31, 2021, December 31, 2020 and March 31, 2020, except for the refundable deposits, the guarantee bonds for construction secured by bank are as follows:
| December 31, | |||
|---|---|---|---|
| Currency | March 31, 2021 | 2020 |
March 31, 2020 |
| NTD | $ 425,242 |
$ 338,599 | $ 614,376 |
| USD | 1,191 | 1,191 | 1,191 |
-
42 -
-
c. The Group’s unrecognized contractual commitments for the construction of intangible assets service concession arrangements are as follows:
| December 31, | |||
|---|---|---|---|
| Currency | March 31, 2021 | 2020 |
March 31, 2020 |
| NTD | $ 1,510,195 |
$ 1,908,254 | $ 2,724,916 |
| JPY | 766,260 | 1,318,425 | 2,832,079 |
| EUR | 4,708 | 6,209 | 9,225 |
| USD | 1,912 | 2,257 | 3,778 |
- d. The Group signed a construction service contract of “Building, Operation and Transfer of Taoyuan City Biomass Energy Center Protocol” with Taoyuan City Government. According to the contract from December 2019 to November 2034, the bank’s guarantee bond for construction service contract is $350,000 thousand.
34. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies of the entities in the Group and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:
March 31, 2021
Unit: In Thousands of Foreign Currency/New Taiwan Dollars
| Foreign | Carrying | Carrying | |||
|---|---|---|---|---|---|
| Currency | Exchange Rate | Amount | |||
| Financial assets | |||||
| Monetary items | |||||
| USD |
$ | 1,056 |
28.535 (USD:NTD) | $ | 30,139 |
| EUR | 3,553 | 33.480 (EUR:NTD) | 118,956 | ||
| JPY | 336,275 | 0.2577 (JPY:NTD) | 86,658 | ||
| Non-monetary items |
|||||
| Investments accounted for using the equity | |||||
| method |
|||||
| RMB |
2,632 | 4.344 (RMB:NTD) | 11,434 | ||
Financial liabilities |
|||||
Monetary items |
|||||
| RMB |
635 | 4.344 (RMB:NTD) | 2,758 |
- 43 -
December 31, 2020
Unit: In Thousands of Foreign Currency/New Taiwan Dollars
| Foreign | Carrying | Carrying | |||
|---|---|---|---|---|---|
| Currency | Exchange Rate | Amount | |||
| Financial assets | |||||
| Monetary items | |||||
| USD |
$ | 206 |
28.48 (USD:NTD) | $ | 5,859 |
| EUR | 3,063 | 35.02 (EUR:NTD) | 107,263 | ||
| JPY | 186,930 | 0.2763 (JPY:NTD) | 51,649 | ||
| Non-monetary items |
|||||
| Investments accounted for using the equity | |||||
| method |
|||||
| RMB |
2,939 | 4.377 (RMB:NTD) | 12,866 | ||
Financial liabilities |
|||||
Monetary items |
|||||
| RMB |
1,094 | 4.377 (RMB:NTD) | 4,789 | ||
| March 31, 2020 |
Unit: In Thousands of Foreign Currency/New Taiwan Dollars
| Foreign | Carrying | Carrying | |||
|---|---|---|---|---|---|
| Currency | Exchange Rate | Amount | |||
| Financial assets | |||||
| Monetary items | |||||
| USD |
$ | 1,274 |
30.255 (USD:NTD) | $ | 38,515 |
| EUR | 3,078 | 33.48 (EUR:NTD) | 103,062 | ||
| JPY | 500,580 | 0.2730 (JPY:NTD) | 136,652 | ||
| Non-monetary items |
|||||
| Investments accounted for using the equity | |||||
| method |
|||||
| RMB |
3,306 | 4.255 (RMB:NTD) | 14,069 | ||
Financial liabilities |
|||||
Monetary items |
|||||
| RMB |
715 | 4.255 (RMB:NTD) | 3,043 |
- 44 -
35. SEPARATELY DISCLOSED ITEMS
-
a. Information on significant transactions and information on investees:
-
1) Financing provided: None.
-
2) Endorsements/guarantees provided: See Table 1 below.
-
3) Marketable securities held (excluding investment in subsidiaries, associates and jointly controlled entities): See Table 2 below.
-
4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None.
-
5) Acquisitions of individual real estate properties at costs of at least NT $300 million or 20% of the paid-in capital: None.
-
6) Disposals of individual real estate properties at prices of at least NT$300 million or 20% of the paid-in capital: None.
-
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: See Table 3 below.
-
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: See Table 4 below.
-
9) Trading in derivative instruments: None.
-
10) Intercompany relationships and significant intercompany transactions: See Table 5 below.
-
11) Information on investees: See Table 6 below.
-
b. Information on investments in mainland China:
-
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. See Table 7 below.
-
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: None.
-
a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.
-
b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.
-
c) The amount of property transactions and the amount of the resultant gains or losses.
-
d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.
-
-
45 -
-
e) The highest balance, the ending balance, the interest rate range, and total current period interest with respect to financing of funds.
-
f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receipt of services.
-
c. Information on major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder: See Table 8 attached.
36. SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. The Group’s reportable segments were as follows:
- Segment revenue and results
The following was an analysis of the Group’s revenue and results from continuing operations by reportable segments:
| S For the three months ended March 31, 2021 Revenue from external customers Inter-segment revenue Segment revenue Segment income Administration cost Interest income Other income Other gains and losses Finance costs Share of profit of associates and joint ventures accounted for using the equity method Profit before tax For the three months ended March 31, 2020 Revenue from external customers Inter-segment revenue Segment revenue Segment income Administration cost Interest income Other income Other gains and losses Finance costs Share of profit of associates and joint ventures accounted for using the equity method Profit before tax |
teel Structures $ 2,490,860 - $ 2,490,860 $ 144,473 $ 1,790,724 - $ 1,790,724 $ 57,893 |
Hsin Yung Enterprise Corporation Super Max Engineering Enterprise Co., Ltd. $ 329,122 $ 189,020 - - $ 329,122 $ 189,020 $ 195,679 $ 85,331 $ 356,545 $ 195,668 - - $ 356,545 $ 195,668 $ 204,864 $ 90,545 |
Ever Ecove Corporation $ - - $ - $ (6,663) $ - - $ - $ (5,749) |
Others $ 39,195 - $ 39,195 $ 4,457 $ 37,655 - $ 37,655 $ 6,475 |
Eliminations $ - - $ - $ 948 $ - - $ - $ 949 |
Total $ 3,048,197 - 3,048,197 424,225 (12,420 ) 6,626 3,516 (7,457 ) (5,859 ) 5,598 $ 414,229 $ 2,380,592 - 2,380,592 354,977 (14,427 ) 7,485 12,510 (1,172 ) (3,010 ) 7,784 $ 364,147 |
|---|---|---|---|---|---|---|
Sales between departments are priced at cost.
Segment profit represented the profit before tax earned by each segment without headquarters’ administrative cost, the share of profit of associates, finance costs, other income or other gains and losses. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.
- 46 -
TABLE 1
EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE THREE MONTHS ENDED MARCH 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. (Note 1) |
Endorser/Guarantor | Endorsee/Guarantee | Endorsee/Guarantee | Limit on Endorsement/ Guarantee Amount Provided To Each Guarantee Party |
Maximum Amount Endorsed/ Guaranteed During the Period |
Ending Balance | Actual Borrowing Amount |
Amount Endorsed/ Guaranteed by Collateral |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
Aggregate Endorsement/ Guarantee Limit |
Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries |
Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent |
Endorsement/ Guarantee Given on Behalf of Companies in Mainland China |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship | |||||||||||||
| 0 | Evergreen Steel Corporation | Ever Ecove Corporation |
Subsidiary | $ 8,073,246 | $ 3,087,000 | $ 3,087,000 | $ 3,087,000 | $ - | 19.12 | $ 8,073,246 | Y | - | - | Note 3 |
| 1 | Ming Yu Investment Corporation | Evergreen Steel Corporation |
Directly and indirectly holds more than 50 percent of the voting shares |
8,082,160 | 1,201,220 | 1,201,220 | 1,201,220 | - | 297.25 | 8,082,160 | - | Y | - | Note 2 |
-
Note 1: The Company and its subsidiaries are numbered as follows:
-
a. “0” for the Company.
-
b. Subsidiaries are numbered from “1”.
-
Note 2: According to endorsement or guarantee provided regulation formulated by subsidiaries, the total amount of endorsement or guarantee that the Company is allowed to provide is up to 2,000% of the net worth value of the latest financial statements of the Company.
-
Note 3: The limit on endorsements or guarantees provided to each guaranteed party is up to 50% of the net worth value of the latest financial statements of the Company. However, the amount of the Company’s endorsements or guarantees for subsidiaries holding more than 50% of the shares is not limited by the above ratio, but the maximum shall not exceed 50% of the net value of the most recent financial statements of the Company.
-
Note 4: The limit on endorsements or guarantees provided to each guaranteed party is up to 50% of the net worth value of the latest financial statements of the Company. However, the amount of endorsements or guarantees for subsidiaries is not limited by the above ratio, but the maximum shall not exceed 200% of the net value of the most recent financial statements of the Company.
-
47 -
TABLE 2
EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD MARCH 31, 2021
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | March 31, 2021 | March 31, 2021 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Carrying Amount |
Percentage of Ownership (%) |
Fair Value | |||||
| Evergreen Steel Corporation Hsin Yung Enterprise Corporation Ming Yu Investment Corporation Super Max Engineering Enterprise Co., Ltd. |
Ordinary shares EVA Airways Corporation Shin Kong Financial Holding Co., Ltd. Evergreen Marine Corporation Taiwan High Speed Rail Corporation Taiwan Terminal Services Corporation. Taiwan Aerospace Corp. Pacific Resources Corporation. Taiwan Incubator SME Development Co EVERGREEN HEAVY INDUSTRIAL Dongwei Transportation Co., Ltd. Ever Accord Construction Corporation UNI Airways Corporation Evergreen Security Corp Evergreen Marine Corporation EVA Airways Corporation P.T. Super Max Indonesia |
Investee of the Company’s mainly shareholders - Investee of the Company’s mainly shareholders - Investee of the Company’s mainly shareholders - - - - - Investee of the Company’s mainly shareholders Investee of the Company’s mainly shareholders Investee of the Company’s mainly shareholders Investee of the Company’s mainly shareholders Investee of the Company’s mainly shareholders - |
Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current |
221,497 7,934 38,262 16,000 100 5,503 2,625 7,689 6,679 660 7,500 56,475 10 7,214 6,835 - |
$ 3,477,499 72,601 1,740,907 503,200 937 61,282 - 62,754 153,320 6,994 98,332 652,210 147 328,228 107,307 - |
4.56 0.06 0.73 0.28 1.00 4.06 2.56 10.90 13.39 18.86 12.50 14.99 0.05 0.15 0.14 11.00 |
$ 3,477,499 72,601 1,740,907 503,200 937 61,282 - 62,754 153,320 6,994 98,332 652,210 147 328,228 107,307 - |
Note Note |
Note: The carrying amount of financial instruments was assessed for impairment.
- 48 -
TABLE 3
EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE THREE MONTHS ENDED MARCH 31, 2021
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Purchaser/seller | Related Party | Relationship | Transaction Details | Transaction Details | Differences in Transaction Terms Compared to Third Party Transaction |
Differences in Transaction Terms Compared to Third Party Transaction |
Notes/Accounts (Payable) or Receivable |
Notes/Accounts (Payable) or Receivable |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount | % of Total |
Payment Terms | Unit Price |
Payment Terms | Ending Balance | % to Total |
||||
| Evergreen Steel Corporation | Ever Accord Construction Corporation | Related party in substance | Sale | $ 193,860 | 7.66 | 30-60 days | No significant difference | 30-60 days | $ 208,125 | 9.32 | Note |
Note: The trade receivables include contract assets retention.
- 49 -
TABLE 4
EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL MARCH 31, 2021
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate | Overdue | Overdue | Amount Received in Subsequent Period |
Allowance for Impairment Loss |
|---|---|---|---|---|---|---|---|---|
| Amount | Action Taken | |||||||
| Evergreen Steel Corporation | Ever Accord Construction Corporation | Related party in substance | $ 208,125 | 1.56 | $ - | - | $ - | $ 2,967 |
- 50 -
TABLE 5
EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Amounts in Thousands of New Taiwan Dollars)
| No. | Investee Company | Counterparty | Relationship | Transaction Details | Transaction Details | Transaction Details | |
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts | Amount | Payment Terms | % of Total Sales or Assets |
||||
| 0 | Evergreen Steel Corporation | Hsin Yung Enterprise Corporation | 1 | Miscellaneous income | $ 408 | According to mutual agreements | 0.01 |
Note 1: The parent company and its subsidiaries are coded as follows:
a. The parent company is coded “0”.
- b. The subsidiaries are coded consecutively beginning from “1” in the order presented in the table above.
Note 2: Nature of relationships are coded as follows:
-
a. From the parent company to its subsidiary. b. From a subsidiary to its parent company.
-
c. Between subsidiaries.
-
Note 3: The percentage calculation is based on the consolidated total operating revenue or total assets. For balance sheet items, each item’s end-of-period balance is shown as a percentage to the consolidated total assets as of March 31, 2021. For profit or loss items, cumulative amounts are shown as percentages to the consolidated total operating revenue for the three months ended March 31, 2021.
Note 4: The table above only discloses related-party transactions which are material.
- 51 -
TABLE 6
EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES ACCOUNTED FOR FOR THE THREE MONTHS ENDED MARCH 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Main Businesses and Products |
Original Investment Amount |
Original Investment Amount |
Balance | as of March 31, 2021 | as of March 31, 2021 | Net Income (Losses) of the Investee |
Share of Profits/ Losses of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2021 |
December 31, 2020 |
Shares (In Thousands) |
Percentage of Ownership (%) |
Carrying Amount |
|||||||
| Evergreen Steel Corporation Super Max Engineering Enterprise Co., Ltd. |
Super Max Engineering Enterprise Co., Ltd. Hsin Yung Enterprise Corporation Ming Yu Investment Co., Ltd. Ever Ecove Corporation Kun Lin Engineering Co., Ltd. |
Taiwan Taiwan Taiwan Taiwan Taiwan |
Waste collection, treatment and disposal Waste treatment, disposal and cogeneration Investment activities Waste treatment, disposal and cogeneration Planning of wastewater, air and noise prevention; design, construction, sale, operation and maintenance of related equipment |
$ 594,440 992,666 239,487 801,000 18,000 |
$ 594,440 992,666 239,487 801,000 18,000 |
16,098 99,267 10,350 80,100 5,000 |
48.13 68.46 100.00 50.06 50.00 |
$ 861,920 1,886,872 318,987 775,197 156,397 |
$ 74,969 160,037 (139) (11,123) 11,196 |
$ 36,079 109,561 (139) (5,568) N/A |
Subsidiary Subsidiary Subsidiary Subsidiary Accounted for using the equity method |
Note 1: All amounts have been eliminated upon consolidation.
Note 2: Refer to Table 7 for information on investments in mainland China.
- 52 -
TABLE 7
EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE THREE MONTHS ENDED MARCH 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company | Main Businesses and Products | Main Businesses and Products | Total Amount of Paid-in Capital |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2021 |
Investment of Flows | Investment of Flows | Accumulated Outflow of Investment from Taiwan as of March 31, 2021 |
Net Income (Losses) of the Investee Company |
Percentage of Ownership |
Share of Profit (Loss) |
Carrying Amount as of March 31, 2021 |
Accumulated Inward Remittance of Earnings as of March 31, 2021 |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | ||||||||||||||
| Kun Shan | Design, manufacture and installation of waste water, waste gas equipment and various piping |
$ 11,414 ( US$ 400 ) |
Note 1 | $ 11,414 ( US$ 400 ) |
$ - | $ - | $ 11,414 ( US$ 400 ) |
$ 1,271 ( RMB 290 ) |
24.07 | $ 306 | $ 11,434 | $ 43,601 ( US$ 1,528 ) |
Note 3 | ||
| Accumulated Investments in Mainland China as of March 31, 2021 |
Investment Amount Authorized by the Investment Commission, MOEA |
Upper Limit on Investment | |||||||||||||
| $ 11,414 ( US$ 400 ) |
$ 11,414 (US$ 400 ) (Note 3) |
$ 11,422,187 (Note 4) |
Note 1: Indirect investment in mainland China through holding companies.
Note 2: The amount was recognized based on the audited financial statements.
Note 3: Investments approved by the Ministry of Economic Affairs, ROC are as follows:
| Name of Investee | Date | Order No. | Approved | Amount |
|---|---|---|---|---|
| Kun Shan | 2007.6.15 | 09600201610 | US$ | 200 |
| Kun Shan | 2008.1.25 | 09700027430 | US$ | 100 |
| Kun Shan | 2008.7.22 | 09700252240 | US$ | 100 |
| US$ | 400 |
Note 4: The Company’s upper limit on investments to China: $19,036,978 (net worth) × 60% = $11,422,187.
- 53 -
TABLE 8
EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
INFORMATION ON MAJOR SHAREHOLDERS MARCH 31, 2021
| Name of Major Shareholder | Shares | Shares |
|---|---|---|
| Number of Shares |
Percentage of Ownership (%) |
|
| Evergreen International Corporation EVA Airways Corporation Continental Engineering Corp. Chang, Kuo-Hua Chang, Kuo-Ming Chang, Kuo-Cheng Chang Yung-Fa Foundation |
91,101,257 38,201,625 25,645,907 25,008,820 25,008,820 25,008,820 25,008,820 |
22.81 9.56 6.42 6.26 6.26 6.26 6.26 |
- 54 -