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EVEREST — Annual Report 2020
May 20, 2021
51820_rns_2021-05-20_9d11c5f0-8998-45bc-9ab2-d40171f3b9f7.pdf
Annual Report
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Spokesperson
Name: Wen Kuei Hsiang Title: Vice President Tel.: 886-6-578-2561 E-mail: [email protected]
Headquarter address and telephone
Everest Textile Co., Ltd Address: No.256 Minghe Vil., Shanshang Dist., Tainan City 74342, Taiwan (R.O.C.) Tel.: 886-6-5782561
Stock Agent
Name: Oriental Securities Co., Ltd. Address: 13、14F, NO 16, Xinzhan Rd., Banqiao Dist., New Taipei City Taiwan Tel.: 886-02-7753-1699 Website: http://www.osc.com.tw
Recent Annual Financial Statement Auditor
Name: Deloitte & Touche CPA: Lou Liao , Li-yuan Guo. Address: 13F, 189 Yongfu Road, Sec. 1, Tainan, 70051, Taiwan Tel.: 886-6-213-9988 Website: www.deloitte.com.tw
Our Website
http://www.everest.com.tw
Contents
| Chapter 1. | Letter to Shareholders 1 |
|---|---|
| I. | Foreword 1 |
| II. | Operating Results1 |
| III. | Summary of future operation plans; future corporate development strategy; the effect |
| of external competitive environment, regulatory. environment, and macro economic | |
| environment; sales quantity forecast, and important production and sales policy 1 |
|
| IV. | Conclusion3 |
| Chapter 2. | Company Profile 4 |
| I. | Date of Incorporation 4 |
| II. | Company History 4 |
| Chapter 3. | Corporate Governance Report 9 |
| I. | Organization9 |
| II. | Directors, President, Vice Presidents, Supervisors, and Management Team 10 |
| III. | Implementation of Corporate Governance 22 |
| IV. | Information on CPA professional Fees44 |
| V. | Information on Replacement of CPAs45 |
| VI. | Company Chairperson, President, or any Managerial Officer in Charge of Finance or |
| Accounting Matters in the Most Recent Fiscal year Holding a Position at the | |
| Company's CPA Accounting Firm or at an Affiliated Enterprise of Such Accounting Firm45 |
|
| VII. | Any Transfer of Equity Interests and/or Pledge of or Change in Equity Interests by a |
| Director, Manager, or Shareholder with a Stake of more than 10 Percent 46 |
|
| VIII. | Relationship among the Top Ten Shareholders47 |
| IX. | Total Number of Shares and Total Equity Stake Held in any Single Enterprise by the |
| Company, Its Directors and Managers, and any Companies Controlled Either Directly |
|
| or Indirectly by the Company48 | |
| Chapter 4. | Capital Overview 49 |
| I. | Capital and Shares49 |
| II. | Bonds (including colonial bond)51 |
| III. | Preferred Shares51 |
| IV. | Global Depository Shares51 |
| V. | Employee Stock Options51 |
| VI. | New Restricted Employee Shares 51 |
| VII. | Issuance of New Shares in Connection with Mergers or Acquisitions or with |
| Acquisitions of Share of Other Companies51 | |
| VIII. | Implementation of the Company's Capital Allocation Plans51 |
| Chapter 5. | Operational Highlights 52 |
|---|---|
| I. | Business Activities52 |
| II. | Market and Sales Overview 54 |
| III. | Human Resources60 |
| IV. | Environmental Protection Expenditure 60 |
| V. | Labor Relations60 |
| VI. | Important Contracts62 |
| Chapter 6. | Financial Information 63 |
| I. | Condensed Balance Sheets and Statements of Comprehensive income for the Past |
| Five Fiscal Years 63 |
|
| II. | Financial Analyses for the Past Five Fiscal Years67 |
| III. | Audit Committee Report for the Most Recent Fiscal Year's Financial Statement71 |
| IV. | Any Financial Difficulties Experienced by the Company or Its Affiliates71 |
| V. | Audited Consolidated Financial Statements for the Most Recent Fiscal Year71 |
| VI. | Audited Parent Company Only Financial Statements for the Most Recent Fiscal Year |
| 71 | |
| Chapter 7. | Review of Financial Conditions, Operating Results, and Risk Management 72 |
| I. | Analysis of Financial Status72 |
| II. | Analysis of Operation Results73 |
| III. | Analysis of Cash Flow 74 |
| IV. | Effect Upon Finance and Operation by Any Major Capital Expenditures During the |
| Most Recent Fiscal Year75 | |
| V. | Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans |
| and the investment Plans for the Coming Year 75 |
|
| VI. | Analysis of Risk Management 75 |
| VII. | Other Important Matters77 |
| Chapter 8. | Special Disclosure 78 |
| I. | Summary of Affiliated Companies78 |
| II. | Private Placement Securities in the Most Recent Years84 |
| III. | Holding or Disposal of Shares in the Company by the Company's Subsidiaries84 |
| IV. | Other Supplementary Information 85 |
| V. | Situations Which Might Materially Affect Shareholders' Equity or the Price of the |
| Company's Securities85 |
I. Foreword
The pandemic caused by (COVID-19) in 2020 has overwhelmed the globe. Countries around the world adopted lockdown or border control measures. These restrictions greatly reduced the original economic activities and forced many companies to close or cease operations, which in the end led to the surge of unemployment, setbacks in economic growth, and impact on global trade. Governments around the world launched various emergency relief packages in the attempt to alleviate the serious damage that the pandemic has done to the economy. Still there are numerous critical variables that affect the global economy, including the speed at which the pandemic would slow down, the multidimension competition between U.S. and China and other geopolitical risks, U.S. economic and trade policy and intergovernmental relations, as well as monetary policy of global central banks. All of the above will keep affecting the speed of global economy recovery. Looking forward to 2021, several countries are still striving to cope with new infection wave and lockdown against the pandemic. But overall, the development of COVID vaccines has made a significant progress, and the global economy has certainly stepping forward to a gradual recovery from the serious recession caused from pandemic.
Everest is a vertically integrated professional textile factory in Taiwan from yarn processing, weaving, dyeing and finishing, post processing, to apparel. It is the best partner for well-known international sports and outdoor leisure brand customers with innovative-oriented high value-added functional fabrics and eco-innovative fabrics. In order to cope with the global supply chain restructuring and change of production types, the Company has worked toward diversification of business structure and forward-looking global deployment. Fabric and apparel factories have been established in Asia, America, and Africa, respectively. Among them, Ethiopia and Haiti have zero tariff advantage which enables the Company to swiftly and flexibly adjust the production areas and capacity supply. During the pandemic, the Company had turned crisis into a turning point, rapidly entered anti-epidemic products and thus alleviated the impact of the decline in sports wear sales. In addition, the Company has set up a cutting-edge technology research institute and is strong in development of new products. In recent years, in order to enhance its competitiveness and promote high-tech intelligent manufacturing, the Company has successfully transformed its intelligent factories and realized industry 4.0. With four core competences of innovation, intelligence, sustainability, and lean, the Company will turn around in full speed and forge ahead on sales.
II. Operating Results
The consolidated revenue in 2020 was NT\$7,343,877 thousand, which reduced 17% comparing to 2019. Due to COVID-19, the textile industry had suffered serious impact. The Company's newly invested three overseas plants were in the beginning stage of operation and distribution channels were still vulnerable. The operation was not as good as expected due to the pandemic. The oil price drop enlarged inventory obsolescence loss. The Company's sales mainly came from overseas, so the Company had suffered exchange rate loss due to appreciation of NTD against USD. Net loss after tax was NT\$372,095 thousand in first half of 2020. Operation had bottomed out in second half of 2020 and net loss had reduced to NT\$44,074 thousand. Adding inventory loss of NT\$520,818 thousand, net loss after tax for the whole year had become NT\$936,987 thousand. EPS after tax was NT\$-1.94. Overall operating results failed to achieve the target. More loss appeared in first half of the year. Loss had significantly reduced in second half of the year. The Company finally broke away from slump.
III. 2021 Business Plan, Future Company Development Strategies, Impacts from External Competition, Legal Environment, and Overall Business Environment, and Important Production and Sales Policy.
The global economy is expected to show a gradual recovery in the future. The Company is expected to move forward with resilience and flexibility. Facing the demand from major international brand customers for materials innovation, production sustainability, speed of product launch and digital experience, it is expected that the industry will be driven to invest in intelligent materials/textiles, recyclable materials/green process technologies, and enhance industrial value by innovated materials brands and application product certification. In the post-pandemic era, new business opportunities such as "medical protection" and "environmental sustainability" can be integrated to develop daily worn protective functional clothing. Adhering to the spirit of "diversity, integration, innovation and sustainable development", integrating fashion trend and co-developing with brand customers, the Company continues to provide innovative products and integrated services such as multi-functional, sustainable environmentally friendly fabrics and garments. In response to the needs for infection protection in 2020, we will utilize our existing core technologies to enter the protective equipment market by leveraging different materials as well as long fiber, short fiber, elastic knitted fabric and special finishing fit technology. In 2021, the Company will expand its anti-epidemic production line from fabric to clothing to provide fashionable design services in order to boost new growth momentum.
Growth Momentum I: Environmentally-friendly with deepened function products in response to market trends.
The pandemic has made a big change to the market trend. There is huge demand in anti-epidemic products. Brands are adjusting their directions and considering sustainable product development. In addition to the fact that work from home has become the new norm in certain industries, the cozy feel of home leisure products also changed product direction. The Company has quickly adjusted product development direction in order to prepare for the growth momentum in 2021.
Ever Q-Pro Stretch + Daily wear
Upgrade the traditional micro-fiber to ultra-micro fiber, combining the multiple function stretch yarn to make the existing sports function fabric in the market more comfortable and touch-friendly. It is also combined with moisture absorption anti-bacteria or environmentally friendly non-fluorine waterdial function. It optimizes human life and considers the sustainability of the earth's natural environment, re-imagines the incorporation of anti-epidemic technologies into materials, and combining anti-epidemic concepts related to the design of garment. It is expected that daily wear can also be a "new normal".
Ever New Nylon + Cotton
Using chemical fiber and nylon as the backbone on the basis of technology for natural organic cotton, long and short fibers are weaved together. The Company processes it with super thin brush and dye processing and makes the texture more explicit. The fabric has a stiff plastic look but is even more comfortable than natural fabrics. Stiffness and softness smoothly co-exist. It blurs the line between sports wear and casual wear and meets the demand in the consumer market. Hopefully it can catch the eyeball of various big brands and become one of the fastest growing product items of the Company in 2021.
Ever Sustainability
The sustainable recycle collection continues to focus on environment protection. In addition to the original recycled materials, biodegradable series and food waste recycling series are further developed. Multiple processing increases the added value and raises the threshold of new products. For example, the recycling/sale of waste spandex back to the yarn plant has turned the original waste into gold and has won tri-party cooperation from brand customers, reaching the mutual vision of energy saving and waste reduction.
Growth Momentum II: The new norm era. High value textile. Multiple infusion and innovation.
Functional fabrics in the textile industry are booming and the industry is moving towards high value-
added products. With the impact of pandemic, demand for materials and products with anti-bacterial, deodorisation, safety and protective functions is increasing, both in the industry and among consumers. By using the technology platform, the Company introduced intelligent and anti-epidemic materials, integrated the existing core technologies of fabric design and post-processing, and stepped into new knowledge-biomedical field and quickly entered the market. In line with the issue of sustainable environmental protection, we will continue to develop a series of products with recyclable materials and green process technologies. In addition, we will increase the development of industrial textile products, expand into automobile and military textile products, and develop related smart wearable products, which will be the core and key to our future development.
Growth Momentum III: Six plants work together for a break-through and create a new future for the post pandemic era with innovation.
The Company integrated the resources of six plants with the horizontal regional connection with its global presence. Based on the vertical integration of yarn, cloth, dyeing and printing to garments, the Company will fully utilize the 125 core technologies to rapidly respond to market demands, develop a series of infection protection products, and utilize the localized and regional supply chain. Each plant manufactures as a short chain and cooperates as long term so as to frame a complete value chain and create value for customers.
In the post pandemic era of 2021, every country has taken epidemic prevention materials as strategic supplies and reflected on the importance of environmental sustainability to humans; the Company's six plants are well positioned to take advantage of the short chain revolution, integrate changes in global market demand, develop differentiated protection (anti-epidemic) products, and develop highperformance, eco-environmental friendly multi-functional integrated products using core technologies, such as the development of functional washable high protection masks, the reusable protective clothing, quarantine clothing, protective fabric working apparel, and move towards high value-added functional work wear to capture new post pandemic opportunities and increase revenue and profit.
IV. Conclusion
In 2020, the global economy was affected by the outbreak of pandemic, which adversely impacted Everest that was preparing for its overseas deployment. Fortunately, the Company developed a series of anti-epidemic products in the shortest time, and won the first place in the US Wall Street Journal Mask review with the high-tech cloth mask. With the help of overseas mask, protective clothing, and anti-epidemic cloth orders, the Company's revenue has rebounded in second half of 2020.
Looking forward, apart from continuing to deepen the engagement of valuable brand customers, Everest has entered into a new customer supply chain through the introduction of anti-epidemic products, environmental protection products and industrial cloth, and actively developed e-commerce operation model to expand new customer base. In terms of production, the Company will promote digital transformation strategies such as smart factories, enhance the self-competitiveness, build a diversified industrial chain, integrate different industries, create shared values with stakeholders, pursue research and development innovation, develop textile products that are harmless to human and ecology, reduce the impact of production process on the environment through green procurement and reduce energy consumption, and achieve the prosperity of green ecological sustainability and winwin situation for six parties. The Company believes that the new overseas market layout and new product launches will drive the growth momentum of the Company this year, achieve the goal of revenue growth, turn loss into profit, and set a new page in 2021.
Chairman: Johnny Hih Manager: Ching Lai Yeh Chief Accountant: Mei Hsiu Huang
I. Date of Incorporation
The company was established on February 8, 1988, with a registered capital of NT\$1 billion. The first share issuance was NT\$250 million for the construction of the factory. Capital was increased by NT\$200 million in May 1988. Capital increase of NT\$50 million in cash was made in August 1988, which increased the capital to NT\$600 million. The Company officially started operation in October 1988.
II. Company History
- (1) 1989: In June 1989, the factory was expanded, and capital increased by NT\$ 400 million. Total paid-in capital was NT\$1 billion. In the second year after the plant was opened, it was ranked 232nd in the import and export performance of the International Trade Bureau of the Ministry of Economic Affairs.
- (2) 1990: In October of 1990, in order to improve financial structure, capital was increased by NT\$ 400 million, the total capital was NT\$ 1,400 million, and the registered capital was changed to NT\$ 2 billion.
- (3) 1991: Purchased one printing machine, ten dyeing machines, one decrement machine, two setting machines, two brushing machines, etc. In May 1991, 15 directors and 3 supervisors were elected as the second term Board of Directors. The Company was ranked 268th in the import and export performance of the International Trade Bureau of the Ministry of Economic Affairs and earned the second prize.
- (4) 1992: In October 1992, the surplus was increased by NT\$ 210 million and capital reserve was increased by NT\$140 million. The total capital amount was NT\$1,750 million. Dyeing plant two purchased three setting machines, one reduction machine, eighteen dyeing machines and other machines. Another printing plant purchased a plate printing machine. The Ministry of Economic Affairs and International Trade Bureau ranked the Company as the 202nd in import-export performance. The Company was awarded the second prize, and was listed as one of the model manufacturers of water pollution prevention by the Environmental Protection Department of the Executive Yuan for its outstanding environmental protection performance.
- (5) 1993: In July 1993, there was a capital increase by retained earnings of NT\$ 236,250,000 and the additional paid-in capital of NT\$26,000,000. After capital increase, the paid-in share capital has become NT\$2,012,500,000. In order to expand business and grasp global trade opportunities, Everest (Hong Kong) Co., Ltd. was established with 99% ownership.
- (6) 1994: In May 1994, 9 Directors and 2 Supervisors were elected for the 3rd term Board of Directors. In November 1994, capital increase by retained earnings of NT\$211,312,500 was done. After capital increase, the paid-in share capital is NT\$2,223,812,500. October 1994. The Dyeing and Printing Division passed the ISO-9002 International Quality Assurance Standard Certification on March 18.
- (7) 1995: In June 1995, capital increase by retained earnings of \$266,857,500 was done, and the paid-up share capital was NT\$2,490,670,000.
The Company was listed as the first class of stocks on the Taiwan Stock Exchange centralized market on April 28, 1995.
- (8) 1996: Passed the ISO-9001 International quality assurance standard certification. In May 1996, in order to expand the factory, a capital increase of NT\$249,067,000 was made in cash, and capital was increased by 500 million. The total capital was NT\$239,737,000.
- (9) 1997: In May 1997, 9 Directors and 2 Supervisors were elected for the 4th Board of Directors. In order to expand the equipment, capital increase by retained earnings and additional paid-in capital of
NT\$323,973,700 was done and the total capital amount is NT\$3,563,710,700. Everest Investment (Holding) Ltd. was established for indirect investment in Asia on July 10, 1997.
- (10) 1998: In April 1998, for the expansion of equipment and the repayment of loans to strengthen financial structure, capital increase by retained earnings of NT\$605,830,820, capital increase by additional paidin capital of NT\$106,911,320, and capital increase of NT\$356,400,000 was made in cash. Total capital is NT\$ 4,632,852,840. Expanded the new spun fabric factory, integrated the filament and spun technology research and development capabilities, and established the Company's core competitive advantage. Everest Factory in Thailand was established with paid-in capital of 300 million baht.
- (11) 1999: Passed ISO-14001 environmental management system certification in March of 1999. In August 1999, capital increase by retained earnings of NT\$555,942,340 was done. Total paid-in capital has become NT\$5,188,795,180. Obtained Oeko-Tex standard 100 environmental certification in October 1999.
- (12) 2000: In May 2000, 9 Directors and 2 Supervisors were elected for the 5th term Board of Directors. In August 2000, capital increase by additional paid-in capital of NT\$259,439,760 was done, and the total capital was NT\$5,448,234,940. The Company applied fund for R & D technology projects and digitalization, so that the Company could continue to enhance R & D strength and expand marketing competitiveness.
- (13) 2001: In 2001, capital reduction with treasury stocks of NT\$796,980,000 was done. After capital reduction, capital amount was NT\$ 4,651,254,940. The Company Implemented the large enterprise vendor information and process integration system (B2Bi), introduced the Siebel CRM system, Adexa SCM system, KM knowledge management, passed OHSAS-18001 certification, and expanded the Sport wear machines in Thailand factory.
- (14) 2002: In September 2002, capital increase by additional paid-in capital of NT\$136,039,340 was done. After capital increase, capital amount was NT\$4,670,684,280. Colour dynamics, fabric design simulation communication system, product data management system (PDM), collaborative design system and elearning system were implemented.
- (15) 2003: In June 2003, 9 Directors and 2 Supervisors for the 6th term Board of Directors were elected. In January 2003, the Company formally established a research institute for cutting-edge technology, which was approved by the Ministry of Economic Affairs, to develop high-tech raw materials and continuously improve the competitiveness of Everest's innovative design competitiveness. In October 2003, the Thai factory increased its capital by 200 million baht, and the total capital was 500 million baht. The second Thailand factory was expanded.
- (16) 2004: In August 2004, capital increase by additional paid-in capital of NT\$140,120,530 was done. capital amount after capital increase was NT\$4,810,804,810. In 2004, the Thai factory expanded the weaving factory and purchased 200 new looms.
- (17) 2005: In August 2005, capital increase by additional paid-in capital of NT\$96,216,110 was done. capital after capital increase was NT\$4,907,020,910. Established the "Nano Research Office" and "Microbial Laboratory". The labs are devoted to research and development of nano materials and technology as well as anti-bacteria and antiseptic testing and analysis. V-GLM Global logistic deepening ePlan system was implemented. The Corporate operation headquarter was founded.
- (18) 2006: In February 2006, the Company entered the Southern Taiwan Innovation Park to share national research resources. In April 2006, the Company promoted the "South Taiwan Textile R&D Alliance" with
other related industries to boost the research and development capability of the textile industry. In June 2006, 9 Directors and 2 Supervisors were elected. In July 2006, Everest Development (Shanghai) Co., Ltd. was established. In August 2006, capital reduction by treasury stock of NT\$101,000,000 and capital increase of additional paid-in capital of NT\$98,140,420 was done. Total capital after the increase and decrease was NT\$4,904,161,330. In September 2006, the Company was awarded "Superior innovative enterprise" and "Excellent R&D result" award by the Ministry of Economic Affairs.
- (19) 2007: The Company implemented Everest Sustainability Model in Jan 2007. In May 2007, the Company joined as a partner of Bluesign Technologies AG in Switzerland and achieved the highest standard for factory environment, health, and safety. In September 2007, the Company joined the globally renouned fabric trade show "Premiere Vision". In November 2007, the Company was certified by ISO/IEC17025(testing and calibration laboratories), and has been recognized as a member of TAF(Taiwan Accreditation Foundation) together with professional lab institutions such as ITS and SGS. In December 2007, the "Nano silver anti-bacteria fabric for home decorations"(woven fabrics) has won the "Nano Label". In December 2007, the Company was awarded with "2007 continuously improving good factory" in environment, safety, and health management by Industrial Development Bureau, Ministry of Economics.
- (20) 2008: Obtained certification from the International textile environmental certification company, bluesign® technology in April 2008. In May 2008, the Company was awarded with the 4th "Nano industry technology elite award" by Ministry of Economic Affairs. In October 2008, the Company joined "Taiwan sustainability forum" and led the nation to put emphasis on sustainable development. In December 2008, the Company built Everest ecology industrial park to put "energy saving, environment protection, and loving earth" into practice. In December 2008, the "Nano silver anti-bacteria fabric for home decorations"(knitted fabrics) has won the "Nano Label". In December 2008, the Company added medical device(fabric) as a business item.
- (21) 2009: In March 2009, the Company joined the American Wildlife Conservation Association Alliance as a member. In May 2009, the Company became the first company in Asia that passed the certification of bluesign® for lamination and bonding products. In June 2009, 9 Directors and 2 Supervisors were elected as the 8th Board of Directors. Thailand factory and Shanghai factory have joined as partner of bluesign Switzerland in August and September 2009, respectively. In August 2009, the Company's medical products have passed the GMP certification by Ministry of Health and Welfare, Executive Yuan. In October 2009, the Company set up R&D center through an incentive plan funded by DOIT, Ministry of Economics. In 2009, the Company executed professional textile trader plan sponsored by Bureau of Foreign Trade, Ministry of Economic Affairs.
- (22) 2010: In January 2010, the Company developed the ultra thin and light fabric, which is the lightest and thinnest 5 denier fabric in the market. In June 2010, the renovation of sustainability building has been completed. The renovation followed the principle of "green building" and "appropriate technology". In December 2010, the Company became the first textile company in Taiwan that was certified by SA8000.
-
(23) 2011: In March 2011, the Company developed the green fabric "EVER NANA" that was synthesized by green MEG and PTA. In August 2011, Garment Department was established and its own brand "EverSmile" was established to create a happy Taiwan. In September 2011, the first "corporate sustainability report" was issued.
-
(24) 2012: In June 2012, 9 Directors and 2 Supervisors were elected as the 9th term Board of Directors. In July 2012, the three-layer lamination shell fabric and lining fabric have passed Recycled PET product certification. In October 2012, the Company was awarded green building label of "Old building improvement--diamond" by Ministry of the Interior. In October 2012, the Company was awarded "Clean production evaluation system qualification certification" by Ministry of Economics. In October 2012, the Company was awarded "Taiwan green model product prize" by Ministry of Economics. In November 2012, the Company was awarded "Excellent energy saving award" and "Green factory label" by Ministry of Economic Affairs. In December 2012, the Company's tourism factory was certified by Ministry of Economic Affairs.
- (25) 2013: In May 2013, the Company held a three-day seminar for Everest new product launch and ecological sustainability technology.
In October 2013, 21 products have passed PAS2050.2011(product carbon footprint verification) and ISO/CNS 14064-1:2006(2022 greenhouse gas reduction and inventory check).
In April 2013, the Company has joined Formosa Fashion Alliance to absorb new information and exchange ideas with industry players.
In December 2013, the Company established a knitting factory and integrated existing resources with simultaneous knitted and woven fabric strategy in order to broaden the market for the product.
(26) 2014: In May 2014, the Company held Everest new product launch and textile value chain seminar for three days.
Obtained ISO 50001 energy management system certification in December 2014.
In December 2014, the Company kicked off global intelligent Everest project and set up project management office.
In 2014, the Company purchased 64 knitting machines to supply Fashion Sports brand customers and fabric for the apparel BU.
In December 2014, the "Everest Intelligent global implementation organization" was launched.
(27) 2015: The ERP system was replaced with SAP in April 2015 and went online in November.
In May 2015, the Company held Everest new product launch and textile value chain seminar for three days.
In May 2015, the Company obtained LCBA low carbon building materials label for the environment protection coal brick.
In August 2015, the Company was awarded "Commonwealth citizen prize" by Common Wealth Magazine.
(28) 2016: "Corporate social responsibility report" and ESM DVD version 4 were issued in May 2016.
In May 2016, the Company held Everest new product launch and textile value chain seminar for three days.
In December 2016, the Company obtained Outstanding Workplace Certification and was awarded the Medal for Outstanding Workplace Health by the Tainan City Health Bureau.
(29) 2017: The Company passed ISO 14001:2015 certification in March 2017. "Corporate social responsibility report" and ESM DVD version 4(advanced) were issued in May 2017. In June 2017, the Company passed SA8000:2014 certification. In December 2017, the Company was awarded the "Thank You for Investing in America" award by the American Institute in Taiwan. In December 2017, the Company has completed Science and Technology R&D Program "PTFE fiber spinning and multiple application technology platform development" plan funded by Ministry of Economic Affairs.
- (30) 2018: In May 2018, the 6th "2018 Everest tradeshow and textile value chain seminar" was held. Over 250 woven and knitted garments with environment protection function was displayed, including health sports smart wear, collagen nylon, germanium far infrared heat fabric, digital printing with no boundary, and recycle PU flexible elastic yarn.
- (31) 2019: In May 2019, the 7th "2019 Everest tradeshow and textile value chain seminar" was held. In August 2019, the Company donated second hand children's book and Lego building blocks to help the underprivileged children, echoing Far Eastern Group 70 anniversary public welfare activities "Far Eastern children story festival". In November 2019, the "Happy Taiwan Public Welfare Marathon-The Love of the Mountain Waterway" event was held. In December 2019, the Company was awarded the "Green Building Corporate Social Responsibility Model Award" by the Taiwan Green Building Council. In December 2019, the Company was awarded the "Low Carbon Building Contribution Award" by the Low Carbon Building Alliance. In December 2019, The Company was awarded "Healthy working environment certification and health promotion label" by Health Promotion Administration, Ministry of Health and Welfare.
- (32) 2020: The Company was awarded "Clean production evaluation qualification certificate" by Ministry of Economics" in March 2020.
The "Green factory label" was awarded by Ministry of Economics in March 2020.
The "Intelligent textile defect inspection service innovation plan" has passed the review of "Ministry of Economic Affairs intelligent urban and rural areas life appliances subsidy plan(Innovation service)" in 2020.
The Company executed "Long term personal protective multi-layer textile development plan" according to "Financial relief and rescue plan for industries and businesses affected by COVID-19 funded by Ministry of Economic Affairs" and "Subsidizing and coaching to assist industries for innovation activities funded by Ministry of Economic Affairs" in 2020.
In 2020, the Company donated 1,700 units of residential alarm for charitable purposes and received a certificate of appreciation from the Tainan City Government.
In 2020, for epidemic prevention purposes, Everest rapidly applied the energy of its existing technology platform to develop fabrics and finished products for high-tech masks and protective clothing to contribute to the fight against the epidemic. In the mask evaluation conducted by Wall Street Journal in August 2020, the Company got the highest score from the combination of style, air permeability, conformity and materials.
In 2020, the Company was awarded the recycle quantity prize by Tainan City's resource recycling and reporting reward system.
In 2020, the Company was awarded the Excellent grade in the Evaluation of the Tainan City Trade Union.
I. Organization: (I) Organization Chart
Everest Textile Co., LTD.

Internal Audit Office
Remuneration Committee
President's Office Human Resources Dept.
Board of Directors
Chairman
President
Operation and planning
Production and sales management Engineering management


(II) Major Corporate Functions
| Department | President's | Human Resource | Digital Service | Technology Advanced |
R&D | Marketing Sales & |
Administration | Processing Yarn |
Weaving | Fabric Dyeing and Finishing |
Production | Utilities | Global Apparel Innovation |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Office | Dep. | Center | Research Institute | Division | Department | Department | Division | Division | Department | Department | Department | R&D Center | |
| 3.1.2 Major | Overseeing | Establishment of | Planning and | Development of | Design, | Sale of | The management of | The | Weaving of | Printing and | Responsible | The supply | Garment |
| Corporate | the | human resource | implementation | key technologies, | research, | various yarn, | legal affairs, | production | various | dyeing of yarn, | for the control | of the | design, |
| Functions | Company's | system, handling | of corporate | raw materials and | and | fabrics and | shareholder affairs, | of false twist | natural, | silk and cloth | and | Company's | production, |
| operations, | administrative | network, | post processing. | development | garments as | administration, | processing | artificial, | and post | arrangement of | power, | sales, and | |
| target | matters, | information | of products | well as the | accounting and finance, | and head | synthetic | processing of | manufacturing, | steam, soft | operation | ||
| strategies and | education and | and | required by | marketing, | import and export, | twist | fiber gauze | finished cloth | logistics, and | water and | control. | ||
| global | training rules and | automation. | customers. | planning and | production and public | processing | and blended | capacity | machine | ||||
| procurement | implementation. | promotion | relation related affairs | for polyester | gauze. | allocation. | maintenance. | ||||||
| business. | of all | for factories. | filament | ||||||||||
| products. |
II. Information About Director, President, Vice President, Director, and Head of Department and Branch:
(I) Information of Directors:
| March 8, 2020 | Remarks | No | No | No | No | No | No | No | |
|---|---|---|---|---|---|---|---|---|---|
| Executives or Directors Who are Spouse or Within the Second |
Relationship | within two degree of Relative kinship |
within two degree of Relative kinship |
- | - | - | |||
| Degree of Kinship | Name | Douglas Tong Hsu |
Johnny Shih |
- | - | - | |||
| Title | Director | Chairman | - | - | - | - | - | ||
| Concurrently in the Positions Held |
Company and in any Other Companies |
Century and Oriental Cement Corporation Vice Chairman, Far Union Chemical Director of Asia Eastern New Corporation and CTCI |
Telecommunications, Marine, Far Eastern Department Stores, Cement, U-Ming Chairman of Far Oriental Union Century, Asia Eastern New Far EasTone Corporation Chemical |
Director of Oriental Union Chemical Corporation and President of Far Eastern New Century OPTC |
Special Assistant of Chairman, Far Eastern New Century |
President of Everest Textile Co., LTD. |
Zig Sheng Industrial Chairman Co., Ltd. |
International, Partner of MGI Excellence Accounting Firm Chairman of Hongzhan |
|
| Experience | (education) | Vice Chairman, Far Science, Columbia M.A. in Computer University, USA. Eastern New Century |
M.A. in Economics, Chairman of Far University, USA. Eastern New Columbia Century |
Chemistry, Chinese Culture University Vice President of Far Eastern New Department of Century |
Tunghai University Vice President of Far Eastern New Century |
President of Everest Textile Department, Taipei Institute of Textile Co., LTD. Technology |
Chairman of Department, Accounting University Zig Sheng Chengchi National |
Accounting Firm Partner of MGI Economics, Excellence Master of |
|
| Shares Held in Others' Names |
Shares Shareholding Ratio (%) |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
|
| - - |
- - |
- - |
- - |
- - |
- - |
- - |
|||
| Spouse or Minor Shares Held by Children |
Shares Shareholding Ratio (%) |
- 0.02% |
- - |
- - |
- - |
- 0.01% |
- 0.02% |
- | |
| - 122,462 |
- - |
- - |
- - |
- 48,503 |
- 111,797 |
- | |||
| Shareholding Ratio (%) |
0.04% 0.23% |
25.23% - |
25.23% 0.04% |
25.23% - |
0.21% 0.32% |
0.02% 0.54% |
2.58% *- |
||
| Current Shareholding | Shares | 222,226 *1,156,470 |
128,618,422 *- |
128,618,422 *195,174 |
128,618,422 *- |
1,082,744 *1,652,779 |
113,806 * 2,755,093 |
13,147,509 *- |
|
| Shareholding Ratio (%) |
0.04% 0.23% |
25.23% - |
25.23% 0.04% |
25.23% - |
0.21% 0.32% |
0.02% 0.54% |
2.58% *- |
||
| Shareholding When Elected |
Shares | 213,598 * 1,133,795 |
*- 123,624,013 |
* 191,348 123,624,013 |
*- 123,624,013 |
1,040,700 * 1,620,372 |
109,388 * 2,701,072 |
12,636,976 *- |
|
| Date First | Elected | 2018.06.12 3 years 1988.02.08 | 2000.06.12 | 2018.06.12 3 years 1988.02.08 | 2006.06.01 | 2018.06.12 3 years 1988.02.08 | 2018.06.12 3 years 1988.02.08 | 2015.06.12 | |
| Term | (Years) | ||||||||
| Information about directors | Date | Elected | 2018.06.12 3 years | 2018.06.12 3 years | 2018.06.12 3 years | ||||
| Gender | Male | Male | Male | Male | Male | Male | Male | ||
| Name | Representative: Investment Johnny Hih Innovation Co., Ltd. Weiyu |
Representative: Douglas Hsu Investment Yuan Ding Co., Ltd. |
Representative: Kao Shan Wu Investment Yuan Ding Co., Ltd. |
Representative: Investment Yuan Ding Co., Ltd. Eric Hu |
Representative: Ching Lai Yeh Industry Co., Yue Ding Ltd. |
Representative: Shuo Quan Shou Chun Co., Ltd. Yeh |
Representative: Charles Wang Investment Yu Yuan Co., Ltd. |
||
| 1. | Nationality/ | registration place of |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
Republic of China |
| Title | Chairman | Director |
| Nationality/ | Date | Term | Date First | Shareholding When Elected |
Current Shareholding | Spouse or Minor Shares Held by Children |
Others' Names | Shares Held in | Experience | Concurrently in the Positions Held |
Spouse or Within the Second Degree of Kinship |
Executives or Directors Who are | Remarks | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | registration place of |
Name | Gender | Elected | (Years) | Elected | Shares | Shareholding Ratio (%) |
Shares | Shareholding Ratio (%) |
Shares Shareholding Ratio (%) |
Shares Shareholding Ratio (%) |
(education) | Company and in any Other Companies |
Title | Name | Relationship | |||
| University of Sydney |
||||||||||||||||||||
| Republic of China |
Representative: Haw Sheng Investment Yu Yuan Co., Ltd. Lin |
Male | 2018.06.12 3 years | 2018.06.12 | 12,636,976 *2,871,789 |
2.58% 0.57% |
13,147,509 *2,833,324 |
2.58% % 1 0.56 |
,840,456 | 0.36% | - - |
- - |
Department of Law, Soochou University Lawyer |
Lawyer | - | - | - | No | ||
| Republic of China |
Shiou Chung Chen |
Male | 2018.06.12 3 years | 2018.06.12 | - | - | - | - | - | - | - - |
- - |
Tong Textile Co., Chairman of Tah Administration, Feng Chia University Business Ltd. |
Director of Tah Tong Director of Great Dyeing Co., Ltd. Textile Co., Ltd. Bell Printing & |
- | - | - | No | ||
| Independent Director |
Republic of China |
Jen Fa Chen | Male | 2018.06.12 3 years | 2018.06.12 | 1,000,922 | 0.20% | 1,041,358 | 0.20% 197,072 | 0.04% | - - |
- - |
Department of Law, Dyeing & Finishing Construction Co., Chairman of Pao Chyang Sheng Chairman of University Chengchi Co., Ltd Chiang Ltd. |
Chairman of Chyang Finishing Co., Ltd Construction Co., Sheng Dyeing & Pao Chiang Chairman Ltd. |
- | - | - | No | ||
| Republic of China |
Chuang, Ying Chi |
Male | 2018.06.12 3 years | 2018.06.12 | 1,000,680 | 0.20% | 1,041,106 | 0.20% | - | - | - | - | Depratment, Hsing President of Hsing Director of Tainan Wu Junior college Spinning Co., Ltd. Pao Textile Co., Administration of commerce Director of Investment Guangwei Company Business Ltd. |
Chairman of Cheng Director of Tainan Hsing Pao Textile Spinning Co., Ltd. Lung Investment Co., Ltd. |
- | - | - | No |
Note: The Company has no occurance where the chairman, president, or personnel with equivalent position (chief manager) are the same person, spouse or relatives within one degree of kinship
| Name of Corporate Shareholder | Major Shareholders of the Corporate Shareholder (Shareholding Percentage) |
|---|---|
| Yuan Ding Investment Co., Ltd. | Far Eastern New Century (99.4); Ta Chu Chemical Fiber Co., Ltd. (0.3); An Ho Garment Co., Ltd. (0.3) |
| Weiyu Innovation Investment Co., Ltd. | Johnny Hih (47.07); Hsu,Hsueh-Fang (47.07); Hsi,Chi-Jen (2.93); Wu,Li- Hsian (0.52) |
| Shuo Quan Co., Ltd. | Yeh,Yu-Wen(6.66); Yeh,Yu-Feng(6.66); Lin Huang, Chuan-Chih(1.66) |
| Yu Yuan Investment Co., Ltd. | Asia Cement Corp. (29.92); Yuan-Ding Co., Ltd. (25.02); Yuan Ding Investment Co., Ltd. (18.96); U-Ming Marine Transport Corp. (17.66); Ding Shen Investment Co., Ltd. (6.50); Yue Tung Investment Co., Ltd. (1.84); Yue Ding Industries Co., Ltd. (0.10) |
| Yue Ding Industry Co., Ltd. | Fu Da Transport Co., Ltd. (26.95), Yue Tung Investment Co., Ltd. (25.36), An Ho Garment Co., Ltd. (15.66), Ding Yuan International Investment Co., Ltd. (13.20), Ton Fu Investment Corp. (4.61), Ya Li Precast Pre-stressed Concrete Industries Corp. (3.89), Da Ju Fiber Co., Ltd. (3.89), Yuan-Ding Co., Ltd. (2.59), Bai Ding Investment Co., Ltd. (2.31), U-Ming Commerce Co., Ltd. (1.53), Far Eastern Apparel Co., Ltd. (0.01) |
| Note: Not a public company thus unable to obtain top 10 shareholder information. | |
| (2) | March 31, 2021 Major Corporate Shareholder Major Shareholders of |
| Name of the Corporate Shareholder | Major Shareholder of the Corporate Shareholder (Shareholding Percentage) |
| Far Eastern New Century Corp. | Memorial Foundation (3.42), Yuan Ze University (2.74), Der Ching Investment Corp (1.55), Yu Yuan Investment Co., Ltd. (0.95), Employee above 6 job grade share account for Far Eastern New Century Corp(0.93), Worker Pension Management Commission of Far Eastern New Century Corp(0.81), Worker Pension Management Asia Cement Corp (23.77), Oriental Institute of Technology (4.81), Far Eastern Y Z Hsu Medical Foundation (3.61), Far Eastern Y Z Hsu Science and Technology Commission of Asia Cement Corp(0.75) |
| Asia Cement Corp | Century Corp (1.59), Yuan Ding Investment Co Ltd(1.54), Far Eastern Department Stores (1.49), Yuan Ze University (1.41), Far Eastern Y Z Hsu Science and Technology Ltd.(1.69), Yuanta/P-shares Taiwan Dividend Plus ETF under the custody of Cathay United Bank(1.64), Worker Pension Management Commission of Far Eastern New Far Eastern New Century Corp (22.33), Far Eastern Y Z Hsu Medical Foundation (5.40), Nan Shan Life Insurance Company, Ltd.(2.66), China Life Insurance Co., Memorial Foundation (1.31) |
| U-Ming Marine Transport Corp. | Asia Cement Corp (39.25), Supervisory Board of Public Service Pension Fund (2.04), Cathay Life Insurance Co Ltd (1.61), Yuan Ding Investment Co Ltd (1.05), Fubon Life Insurance Co Ltd (1.04), Yue Yuan Investment Co Ltd (0.94), Asia Securities Investment Co., Ltd (0.92), JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds (0.92), Ya Li Transportation Corportion (0.75), Ding Shen Investment Co Ltd (0.75) |
| Yuan-Ding Co., Ltd. | Far Eastern New Century Corporation (37.13); Asia Cement Corporation (35.50); Yuan Ding Investment Co., Ltd. (12.86); Der Ching Investment Co., Ltd. (14.50) |
| Da Ju Fiber Co., Ltd. | Yuan Ding Investment Co., Ltd. (41.86); Yue Ding Industries Co., Ltd. (38.76); Yue Lee Investment Co., Ltd. (19.38) |
| U-Ming Commerce Co., Ltd. | Bai Ding Investment Co., Ltd. (47); Yuan Ding Investment Co., Ltd. (45.5); Yue Ding Industries Co., Ltd. (5); Ding & Ding Management Consultants Co., Ltd. (1); Yuan Ding Co., Ltd. (1); Yuan Ding Leasing Co., Ltd. (0.5) |
| Fu Da Transport Co., Ltd. | Fu Ming Transportation Co., Ltd. (99.87); Asia Investment Corp. (0.03) |
| Yue Tung Investment Co., Ltd. | U-Ming Marine Transport Corp. (73.54); U-Ming Marine Transport (Singapore) Private Ltd. (26.46) |
| An Ho Garment Co., Ltd. | Far Eastern New Century Corp. (100) |
| Ding Yuan International Investment Co., Ltd. | Far Eastern New Century Corp. (100) |
| Ton Fu Investment Corp. | Oriental Union Chemical Corp. (100) |
| Ya Li Precast Pre-stressed Concrete Industries Corp. | Asia Cement Corporation (83.81); Far-Eastern Construction Engineering Co., Ltd. (16.03) |
| Bai Ding Investment Co., Ltd. | Far Eastern Department Stores (66.66); Bai Yang Investment Co Ltd (33.34) |
| Yuan Tong Investment Co., Ltd. | Far Eastern New Century Corp. (100) |
| Ding Shen Investment Co., Ltd. | Yuan Tong Investment Co., Ltd. (18); Asia Investment Co., Ltd. (18); Bai Ding Investment Co., Ltd. (18); Dong Fu Investment Co., Ltd. (18); Yue Tung Investment Co., Ltd. (18); Yue Ding Industries Co., Ltd. (5); Da Ju Fiber Co., Ltd. (5) |
| Far Eastern Apparel Co., Ltd. | Yuan Ding Investment Co., Ltd. (100) |
- Major shareholders of corporate shareholders (1) Major Shareholders of the Corporate Shareholders and the shareholding percentage
March 31, 2021
| Number of other public companies where the |
individual concurrently | serves as an independent | director | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2020 | 12 | V | V | V | V | V | V | V | V | V | V | V | ||||
| 11 | V | V | V | V | V | V | V | V | V | V | V | |||||
| 10 | V | V | V | V | V | |||||||||||
| 9 | V | V | V | V | V | V | V | V | V | V | V | |||||
| 8 | V | V | V | V | V | V | V | V | V | |||||||
| Independence criteria (Note) | 7 | V | V | V | V | V | V | V | V | V | V | |||||
| 6 | V | V | V | V | V | V | ||||||||||
| 5 | V | V | V | V | V | V | V | |||||||||
| 4 | V | V | V | V | V | V | V | V | V | |||||||
| 3 | V | V | V | V | V | V | V | V | V | V | V | |||||
| 2 1 |
V V |
V V |
V | V V |
V V |
V | V V |
V V |
V V |
V V |
||||||
| Work Experience Necessary for the Commerce, Law, Business of the Accounting, or in the Area of Finance, or Otherwise Company |
V | V | V | V | V | V | V | V | V | V | V | |||||
| Meets one of the following professional qualifications, with at least five years of | work experience | Been Awarded a Certificate in a National Examination and Has Specialist Who Has Passed a Profession Necessary for the A Judge, Public Prosecutor, Attorney, Certified Public Professional or Technical Business of the Company Accountant, or other |
V | V | ||||||||||||
| Private Junior College, College Academic Department Related to the Business Needs of the Position in a Department of Commerce, Law, Finance, Company in a Public or An Instructor or Higher Accounting, or Other or University |
V | |||||||||||||||
| Qualification | Name | Johnny Shih | Douglas Tong Hsu | Kao Shan Wu | Eric Hu | Ching Lai Yeh | Shou Chun Yeh | Haw Sheng Lin | Charles Wang | Shiou Chung Chen | Jen Fa Chen | Chuang, Ying-Chi |
- Professionalism and independence of Directors and Supervisors
Note: Please check "✓" at the corresponding boxes if the directors meet the following conditions during the two years prior to the nomination and during the term of office.✓
(1) Not an employee of the Company or any of its affiliates.
(2) Not serving as a director of the Company or any affiliated business (This does not apply in cases where the person is an independent director of the Company, its parent company, subsidiaries, or subsidiaries that belong to the same parent company established in pursuant to this law or local laws).
(3) Not an individual shareholder who holds shares, together with those held by the spouse, minor children or held under others' name, in an aggregate amount of more than 1% of the total outstanding shares of the Company or ranks among the top ten shareholders who are natural persons in terms of the share volume held.
(4) Not the spouse or relative within the second degree of kinship or lineal relative within the third degree of kinship, or any of the persons in the preceding three subparagraphs.
(5) Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total outstanding shares of the Company or the director, supervisor or employee assumed by a representative authorized by a corporate shareholder or Supervisor of the Company in accordance with Article 27 Paragraph 1 or 2 of the Company Act (This does not apply in cases where the person is an independent director of the Company, its parent or subsidiary established in pursuant to this law or local laws).
(6) Not a director, supervisor, or employee of a company controlled by a corporate shareholder that holds more than half of the board seats or 50% of the shares with voting rights of the Company (This does not apply in cases where the person is an Independent Director of the Company, its parent or subsidiary established in pursuant to this law or local laws).
(7) Not a director, supervisor, or employee of a company or institution whose chairman, president or other person holding an equivalent post concurrently serves as the chairman, president or other person holding an equivalent post of the Company or is a spouse thereof (this does not apply in cases where the person is an independent director of the company, its parent or subsidiary established in pursuant to this law or local laws).
- (8) Not a director, supervisor, manager or shareholder holding 5% or more shares of a specific company or institution that also has financial or business transaction with the Company (This does not apply in the cases where the person is an Independent Director of the company or institution, its parent or subsidiary established in pursuant to this law or local laws, that holds 20% or more and no more than 50% of the total number of issued shares of the public company).
- (9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT\$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Securities & Exchange Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
- (10)Does not have a marital relationship or relation within the second degree of kinship with, any other director of the Company.
- (11)No condition defined in Article 30 of the Company Law has appeared.
- (12)Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.
| March 8, 2020 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Date Elected | Shares Held | Spouse or Children of Minor Current Shares Held by |
Shares Held in Others' Names | Note: | Managers Who are Spouse or Within the Second Degree of |
|||||||||||
| Title | Nationality | Name | Gender | (Appointed) | Shares | % | Shares | % Age |
Shares | % | Experience (Education) | (A) | Title | Kinship Name |
Relationship | Note(B) |
| President | Taiwan (R.O.C.) |
Ching Lai Yeh | Male | 1988.02.08 | 1,652,779 | 0.32% | 48,503 | 0.01% | 0 | 0 | The Taipei College of Science The President of the Company and Technology |
No | No | No | No | No |
| President's Office Vice President |
Taiwan (R.O.C.) |
Wen Kuei Hsiang |
Male | 2006.06.01 | 117,699 | 0.02% | 1,363 | 0.00% | 0 | 0 | National Taipei College of Far Eastern New Century Corporation Business |
No | No | No | No | No |
| President's Office Vice President |
Taiwan (R.O.C.) |
Chin Chueh Kao |
Female | 2014.03.01 | 158,501 | 0.03% | 0 | 0.00% | 0 | 0 | National Cheng Kung University Special Assistant of the Company |
No | No | No | No | No |
| President's Office Vice President |
Taiwan (R.O.C.) |
Hsien Shen Hung |
Male | 2018.03.19 | 83,107 | 0.02% | 19,149 | 0.00% | 0 | 0 | Senior Director of the Company Kun Shan Institute of Technology |
No | No | No | No | No |
| President's Office Vice President |
Taiwan (R.O.C.) |
Sen Mao Wu | Male | 2018.03.19 | 96,711 | 0.02% | 0 | 0.00% | 0 | 0 | Manager of Chia Her Industrial Feng Chia University Co., Ltd. |
No | No | No | No | No |
| Sales & Marketing Vice President Department |
Taiwan (R.O.C.) |
Ming Yi Hsiao | Male | 2012.01.01 | 444,941 | 0.09% | 57,598 | 0.01% | 0 | 0 | National Taiwan Institute of Director of the Company Technology |
No | No | No | No | No |
| Weaving Division Vice President |
Taiwan (R.O.C.) |
Chin Liang Chen |
Male | 2019.03.19 | 147,466 | 0.03% | 3,477 | 0.00% | 0 | 0 | Senior Director of the Company Far East Junior College of Technology |
No | No | No | No | No |
| Fabric Dyeing and Senior Director Finishing Unit |
Taiwan (R.O.C.) |
Wen Chin Yeh | Male | 2018.04.01 | 194,032 | 0.04% | 0 | 0.00% | 0 | 0 | Manager of the Company Kun Shan Institute of Technology |
No | No | No | No | No |
| President's Office Senior Director |
Taiwan (R.O.C.) |
Shih Jung Lin | Male | 2018.12.05 | 0 | 0.00% | 0 | 0.00% | 0 | 0 | Director of the Company Kun Shan Institute of Technology |
No | No | No | No | No |
| Sales & Marketing Senior Director Department |
Taiwan (R.O.C.) |
Hui Min Cheng |
Female | 2018.11.10 | 36,510 | 0.01% | 0 | 0.00% | 0 | 0 | Senior Director of the Company Tamkang University |
No | No | No | No | No |
| Sales & Marketing Senior Director Department |
Taiwan (R.O.C.) |
Mei Na Liu | Female | 2019.02.14 | 0 | 0.00% | 0 | 0.00% | 0 | 0 | Senior Director of the Company The Taipei College of Science and Technology |
No | No | No | No | No |
| Production Dept Senior Director |
Taiwan (R.O.C.) |
Ping Lian Chen |
Male | 2019.02.14 | 113,658 | 0.02% | 0 | 0.00% | 0 | 0 | Manager of the Company Tunghai University |
No | No | No | No | No |
| Utilities Dept Director |
Taiwan (R.O.C.) |
Tung Sheng Hung |
Male | 2017.06.05 | 68,705 | 0.01% | 0 | 0.00% | 0 | 0 | Senior Director of the Company Far East Junior College of Technology |
No | No | No | No | No |
| Digital Service Director Center |
Taiwan (R.O.C.) |
Yi Cheng Tseng |
Male | 2018.09.14 | 3,170 | 0.00% | 0 | 0.00% | 0 | 0 | Oriental Academy of Industrial Senior Director of the Company Technology |
No | No | No | No | No |
| Fabric Dyeing and Finishing Unit Director |
Taiwan (R.O.C.) |
Chien Hua Kao | Male | 2018.04.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0 | Senior Director of the Company Qiang Shu High School |
No | No | No | No | No |
| Sales & Marketing Department Director |
Taiwan (R.O.C.) |
Chin Li Kao | Female | 2019.01.01 | 1,535 | 0.00% | 0 | 0.00% | 0 | 0 | Jingwen Vocational High School Senior Director of the Company |
No | No | No | No | No |
(II). President, Vice Presidents, and Directors of All the Company's Divisions and Branch Units
| Note(B) | No | No | No | No | No | No | |
|---|---|---|---|---|---|---|---|
| Managers Who are Spouse or Within the Second Degree of |
Relationship | No | No | No | No | No | No |
| Kinship | Name | No | No | No | No | No | No |
| Title | No | No | No | No | No | No | |
| Note: (A) |
No | No | No | No | No | No | |
| Experience (Education) | Senior Director of the Company Feng Chia University |
University of the Incarnate Word Director of the Company |
Tamkang University Director of the Company |
Far East Junior College of Director of the Company Technology |
Director of the Company Ming Chuan College |
Tainan Woman's College of Arts Manager of the Company & Technology |
|
| Shares Held in Others' Names | % | 0 | 0 | 0 | 0 | 0 | 0 |
| Shares | 0 | 0 | 0 | 0 | 0 | 0 | |
| Spouse or Children of Minor Current Shares Held by |
% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
| Age | Shares | 0 | 0 | 0 | 0 | 0 | 0 |
| % | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |
| Shares Held | Shares | 0 | 3,000 | 0 | 0 | 0 | 12,785 |
| Date Elected (Appointed) |
2019.01.01 | 2019.09.23 | 2019.10.01 | 2020.12.01 | 2021.01.11 | 2018.01.01 | |
| Gender | Male | Male | Male | Female | Female | Female | |
| Name | Huang Shan Lin |
Hsiang Jui Liu | Ting Hua Hung | Chao Li Li | Chia Hsiang Chen |
Mei Hsiu Huang |
|
| Nationality | Taiwan (R.O.C.) |
Taiwan (R.O.C.) |
Taiwan (R.O.C.) |
Taiwan (R.O.C.) |
Taiwan (R.O.C.) |
Taiwan (R.O.C.) |
|
| Title | R&D Center Director |
Accounting Dept. Director |
Finance Dept. Director |
R&D Division Director |
Garment Sales & Marketing Dept Director |
Accounting Dept. Senior Director |
Note (A): Other positions concurrently held at the Company or other companies
Note (B): The Company's Chairman, President, or person with equivalent position (chief manager) are not the same person, spouse, or relatives within one degree of kinship.
(III) Remuneration Paid to Directors, President, and Vice Presidents during the Most Recent Year 1. Remuneration to Directors (including Independent Directors)
in Thousand NT Dollars
| Compensation Other than the Subsidiaries(J) Company or Company's the Parent Company Invested from an |
0 | |||
|---|---|---|---|---|
| in Thousand NT Dollars | Remuneration (A, B, C, D, E, F, and G) to Net Ratio of Total Loss (%) |
Consolidated | 0.35% | |
| Company The |
0.35% | |||
| Stoc k |
0 | |||
| Employee Compensation (G) |
Consolidated Cash |
0 | ||
| Cash Stock Company The |
0 | |||
| 0 | ||||
| Severance Pay and Pensions (F) |
Company Consolidated | 0 | ||
| The | 0 | |||
| Relevant remuneration received by directors who are also employees | Salary, Bonus and Allowances (E) |
Company Consolidated | 3,091 | |
| The | 3,091 | |||
| (A+B+C+D) to Net Remuneration Ratio of Total Loss (%) |
Company Consolidated | 0.02% | ||
| The | 0.02% | |||
| Allowances (D) | Company Consolidated | 160 | ||
| The | 160 | |||
| Remuneration to Directors (C) |
Company Consolidated | 0 | ||
| The | 0 | |||
| Remuneration | Severance pay and pension (B) |
Company Consolidated | 0 | |
| The | 0 | |||
| Base Compensation (A) | Company Consolidated | 0 | ||
| The | 0 | |||
| Name | Weiyu Innovation Investment Co., Representative: Johnny Hih Ltd. |
|||
| Title | Chairman |
| Compensation Other than the Subsidiaries(J) Company or Company's the Parent Company Invested from an |
19,256 | 0 | 0 | 108 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 0.01% | 0.02% | 0.02% | 0.36% | 0.02% | 0.02% | 0.02% | 0.08% | 0.08% | 0.09% | ||||||
| Remuneration (A, B, C, D, E, F, and G) to Net Ratio of Total Loss (%) |
Company Consolidated The |
0.01% | 0.02% | 0.02% | 0.36% | 0.02% | 0.02% | 0.02% | 0.08% | 0.08% | 0.09% | ||||
| Stoc k |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
| Employee Compensation (G) |
Consolidated | Cash | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| Company The |
Cash Stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
| Severance Pay and Pensions (F) |
Consolidated | 0 | 0 | 0 | 251 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| The | Company | 0 | 0 | 0 | 251 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| Relevant remuneration received by directors who are also employees | Salary, Bonus and Allowances (E) |
Consolidated | 0 | 0 | 0 | 2,939 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| The | Company | 0 | 0 | 0 | 2,939 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| (A+B+C+D) to Net Ratio of Total Remuneration Loss (%) |
Consolidated | 0.01% | 0.02% | 0.02% | 0.02% | 0.02% | 0.02% | 0.02% | 0.08% | 0.08% | 0.09% | ||||
| The | Company | 0.01% | 0.02% | 0.02% | 0.02% | 0.02% | 0.02% | 0.02% | 0.08% | 0.08% | 0.09% | ||||
| Allowances (D) | Consolidated | 130 | 170 | 170 | 170 | 170 | 170 | 170 | 760 | 770 | 870 | ||||
| The | Company | 130 | 170 | 170 | 170 | 170 | 170 | 170 | 760 | 770 | 870 | ||||
| Remuneration to Directors (C) |
Consolidated | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| The | Company | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| Remuneration | Severance pay and pension (B) |
Consolidated | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| The | Company | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| Base Compensation (A) | Consolidated | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| The | Company | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| Name | Douglas Tong Hsu Investment Co., Yuan Ding Ltd. |
Investment Co., Kao Shan Wu Yuan Ding Ltd. |
Investment Co., Yuan Ding Eric Hu Ltd. |
Yue Ding Industry Ching Lai Yeh Co., Ltd. |
Shuo Quan Co., Shou Chun Yeh Ltd. |
Yu Yuan Investment Charles Wang Co., Ltd. |
Yu Yuan Investment Haw Sheng Lin Co., Ltd. |
Shiou Chung Chen | Jen Fa Chen | Yin Chi Chuang | Company's Independent Directors shall be defined according to Articles of Incorporation by the Board of Directors in consideration of industry pay level and is set at a monthly fixed amount. Independent Directors do not participate in earnings distribution for profit earned. In 1. Please state the policy, system, standard and structure of independent directors' remuneration, and describe the relevance between the amount of remuneration and the factors including responsibilities, risks, time spent by the individual, etc.: The remuneration of the 2. In addition to the information disclosed above, has any of the Company's Directors received compensations for providing services (e.g. serving as a non-employee consultant) to any of the companies listed in this financial report in the most recent year: None. consideration of the Company's industry characteristics and scale of operations/assets, the remuneration of Independent Directors reasonably reflects their responsibility and balance. The business execution fees referred to in this table are based on the actual distribution in 2020. |
Neither the Company nor any of the companies included in the consolidated financial statements had issued employee stock warrants, new restricted employee shares or employee bonus converted to capital increase in shares. |
|||
| Title | Director | Independent Director |
Note 1: | Note 2: |
Note 3: Representative of Yuan Ding Investment Co., Ltd. Donglas Tong Hsu, Kao Shan Wu, Eric Hu; representative of Yue Ding Industry Co., Ltd.: Ching Lai Yeh; representative of Shuo Quan Co., Ltd.: Shou Chun Yeh; representative of Yu Yuan Investment Co., Ltd.: Charles Wang, Haw Sheng Lin.
| Name of Directors | ||||
|---|---|---|---|---|
| Range of Remuneration Paid to Directors | Total of (A+B+C+D) | Total of (A+B+C+D+E+F+G) | ||
| The Company | Consolidated Entities | The Company | Consolidated Entities | |
| Less than NT\$1,000,000 | Wu, Eric Hu; Representative of Yue Ding Co., Ltd.: Charles Wang, Haw Sheng Lin. Representative of Yuan Ding Investment Co., Ltd.: Donglas Tong Hsu, Kao Shan Representative of Shuo Quan Co., Ltd.: Representative of Yu Yuan Investment Independent Directors: Shiou Chung Representative of Weiyu Innovation Chen, Jen Fa Chen, Yin Chi Chuang Industry Co., Ltd.: Ching Lai Yeh Investment Co., Ltd.: Johnny Hih Shou Chun Yeh |
Wu, Eric Hu; Representative of Yue Ding Co., Ltd.: Charles Wang, Haw Sheng Lin. Representative of Yuan Ding Investment Co., Ltd.: Donglas Tong Hsu, Kao Shan Representative of Shuo Quan Co., Ltd.: Representative of Yu Yuan Investment Independent Directors: Shiou Chung Representative of Weiyu Innovation Chen, Jen Fa Chen, Yin Chi Chuang Industry Co., Ltd.: Ching Lai Yeh Investment Co., Ltd.: Johnny Hih Shou Chun Yeh |
Co., Ltd.: Charles Wang, Haw Sheng Lin. Representative of Yuan Ding Investment Co.,: Ltd. Donglas Tong Hsu, Kao Shan Representative of Shuo Quan Co., Ltd.: Representative of Yu Yuan Investment Independent Directors: Shiou Chung Chen, Jen Fa Chen, Yin Chi Chuang Shou Chun Yeh Wu, Eric Hu |
Investment Co., Ltd.: Charles Wang, Haw Representative of Yuan Ding Investment Wu, Eric Hu; Representative of Yu Yuan Representative of Shuo Quan Co., Ltd.: Co., Ltd. Donglas Tong Hsu, Kao Shan Independent Directors: Shiou Chung Chen, Jen Fa Chen, Yin Chi Chuang Shou Chun Yeh Sheng Lin. |
| NT\$1,000,000 (inclusive) ~ NT\$2,000,000 (exclusive) | 0 | 0 | 0 | 0 |
| NT\$2,000,000 (inclusive) ~ NT\$3,500,000 (exclusive) | 0 | 0 | Representative of Yue Ding Industry Co., Representative of Weiyu Innovation Investment Co., Ltd.: Johnny Hih Ltd.: Ching Lai Yeh |
Representative of Yue Ding Industry Co., Representative of Weiyu Innovation Investment Co., Ltd.: Johnny Hih Ltd.: Ching Lai Yeh |
| NT\$3,500,000 (inclusive) ~ NT\$5,000,000 (exclusive) | 0 | 0 | 0 | 0 |
| NT\$5,000,000 (inclusive) ~ NT\$10,000,000 (exclusive) | 0 | 0 | 0 | 0 |
| NT\$10,000,000 (inclusive) ~ NT\$15,000,000 (exclusive) | 0 | 0 | 0 | 0 |
| NT\$15,000,000 (inclusive) ~ NT\$30,000,000 (exclusive) | 0 | 0 | 0 | 0 |
| NT\$30,000,000 (inclusive) ~ NT\$50,000,000 (exclusive) | 0 | 0 | 0 | 0 |
| NT\$5,000,000 (inclusive) ~ NT\$100,000,000 (exclusive) | 0 | 0 | 0 | 0 |
| NT\$100,000,000 or more | 0 | 0 | 0 | 0 |
| Total | 11 | 11 | 11 | 11 |
| Remuneration of President and Vice Presidents (and individual remuneration to the five highest paid individuals) |
|---|
| in Thousand NT Dollars | an Invested Company Company Other than Compensation from or the Parent |
the Company's | Subsidiaries | 108 | 108 | - | 108 | 108 | 108 | - |
|---|---|---|---|---|---|---|---|---|---|---|
| Ratio of Total Compensation (A+B+C+D) to Net Loss (%) |
Consolidated | 0.3% | 0.3% | 0.4% | 0.3% | 0.4% | 0.3% | 0.3% | ||
| The | Company | 0.3% | 0.3% | 0.1% | 0.3% | 0.1% | 0.3% | 0.1% | ||
| Consolidated | Stock | - | - | - | - | - | - | - | ||
| Employee Compensation (D) | Cash | - | - | - | - | - | - | - | ||
| Stock | - | - | - | - | - | - | - | |||
| The Company | Cash | - | - | - | - | - | - | - | ||
| Consolidate | d | 453 | 621 | 548 | 513 | 745 | 561 | 651 | ||
| Bonus and Allowance (C) | The Company | 453 | 621 | 548 | 513 | 745 | 561 | 651 | ||
| Consolidate | d | 251 | 108 | 195 | 108 | 108 | 200 | 60 | ||
| Severance Pay and Pension (B) |
The Company | 251 | 108 | 195 | 108 | 108 | 200 | 60 | ||
| Consolidate | d | 2,486 | 2,113 | 2,775 | 2,307 | 2,594 | 1,981 | 2,072 | ||
| Salary (A) | The | Company | 2,486 | 2,113 | 550 | 1,918 | 550 | 1,981 | 550 | |
| Name | Ching Lai Yeh | Wen Kuei Hsiang |
Sen Mao Wu | Chin Chueh Kao |
Ming Yi Hsiao | Hsien Shen Hung |
Chin Liang Chen |
|||
| Title | President | Vice President |
| Name of President and Vice Presidents | ||
|---|---|---|
| Range of remuneration paid to the President and Vice Presidents | The Company | Consolidated Entities |
| Less than NT\$1,000,000 | 0 | 0 |
| NT\$1,000,000 (inclusive) ~ NT\$2,000,000 (exclusive) | Wu/Ming Yi Hsiao/Chin Liang Chen Sen Mao |
0 |
| NT\$2,000,000 (inclusive) ~ NT\$3,500,000 (exclusive) | Chin Chueh Kao/Hsien Shen Hung Ching Lai Yeh/Wen Kuei Hsiang/ |
Ching Lai Yeh/Wen Kuei Hsiang/Chin Chueh Kao/ Ming Yi Hsiao/Hsien Shen Hung/Chin Liang Chen |
| NT\$3,500,000 (inclusive) ~ NT\$5,000,000 (exclusive) | 0 | Wu Sen Mao |
| NT\$5,000,000 (inclusive) ~ NT\$10,000,000 (exclusive) | 0 | 0 |
| NT\$10,000,000 (inclusive) ~ NT\$15,000,000 (exclusive) | 0 | 0 |
| NT\$15,000,000 (inclusive) ~ NT\$30,000,000 (exclusive) | 0 | 0 |
| NT\$30,000,000 (inclusive) ~ NT\$50,000,000 (exclusive) | 0 | 0 |
| NT\$5,000,000 (inclusive) ~ NT\$100,000,000 (exclusive) | 0 | 0 |
| NT\$100,000,000 or more | 0 | 0 |
| Total | 7 | 7 |
| in Thousand NT Dollars | ||||
|---|---|---|---|---|
| Title | Name | Amount of Cash Bonus | Ratio of Total Amount to Net Income (%) |
|
| President | Ching Lai Yeh | |||
| Vice President | Wen Kuei Hsiang | |||
| Vice President | Chin Chueh Kao | |||
| Vice President | Ming Yi Hsiao | |||
| Vice President | Hsien Shen Hung | |||
| Vice President | Sen Mao Wu | |||
| Vice President | Chin Liang Chen | |||
| Senior Director | Hui Min Cheng | |||
| Senior Director | Shih Jung Lin | |||
| Senior Director | Wen Chin Yeh | |||
| Senior Director | Mei Na Liu | |||
| Manager | Senior Director | Ping Lian Chen | 0 | - |
| Director | Tung Sheng Hung | |||
| Director | Yi Cheng Tseng | |||
| Director | Huang Shan Lin | |||
| Director | Chin Li Kao | |||
| Director | Chien Hua Kao | |||
| Director | Hsiang Jui Liu | |||
| Director | Ting Hua Hung | |||
| Director | Chao Li Li | |||
| Director | Chia Hsiang Chen | |||
| Senior Manager | Mei Hsiu Huang |
4. Employee bonus paid to managers:
March 31, 2020
Note: The Company did not issue shares for capital increase by employee compensation.
(IV) Remuneration to Directors, the President, and Vice Presidents
- The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, supervisors, president and vice presidents of the Company, to the net income.
| Item | Ratio of Directors, President, and Vice Presidents' Total Remuneration to Net Income (Loss) after Tax: |
|
|---|---|---|
| Year | Parent company only | Consolidated |
| 2020 | -3% | -3% |
| 2019 | -8% | -11% |
- The policy, standard, combination, procedure of remuneration decision-making, and their relation to business performance and future risk:
(1) In accordance with the provisions of Article 26 of the Company's Articles of Association, the directors who perform business may receive the salary as the employees. The amount is determined by the board of directors with reference to industry characteristics and relevant industry standards. In addition, annual performance appraisal is given based on individual performance and company performance.
- (2) Independent directors who serve as members of the Remuneration Committee have the responsibility to act as conveners, who receive attendance fees in accordance with the standards of related companies.
- (3) Independent Directors are ex-officio members of the Audit Committee and bear a great responsibility. Thus the remuneration is decided by the same standards of affiliated companies.
- (4) Article 26 of the Company's Articles of Association of the Company stipulates that if a profit is recorded in the year, no more than 2.5% shall be used for directors' remuneration. The Directors' remuneration in this part has been considered by the Board of Directors by evaluating the Company's operating performance, and is not evenly distributed to each director. It is generally distributed according to the following principles:
- (a) Allocate to directors according to the existing distribution ratio.
- (b) As a Director who acts as a natural person, such as an Independent Director, their contribution to the Board of Directors, the Remuneration Committee and the Audit Committee is the measure of the payment. Their status in the professional field is also one of the criteria for consideration.
- (5) The relevant performance appraisal and the rationality of remuneration are reviewed by the Remuneration Committee and the Board of Directors. They will be reviewed from time to time depending on the actual operating conditions, industry future business risks, development trends and related laws.
- (6) The salary and remuneration policy of the Company's directors, managers, and employees:
- (a) The remuneration of the Company's directors is determined based on their participation in the Company's operations and the value of their contribution. Independent directors' remuneration is fixed.
- (b) The salary and remuneration of the Company's managers and employees are determined based on their education, experiences, personal performance, and the Company's operating results.
III. Status of Corporate Governance
(1) Operation of Board of Directors and participation of Board of Directors
- A total of 5 Board meetings were held in 2020. Attendance of the Directors was as follows:
| Title | Name | Attendance in person |
Attendance by proxy |
Attendance rate (%) |
Remarks | ||
|---|---|---|---|---|---|---|---|
| Chairman | Weiyu Innovation Investment Co., Ltd. |
Johnny Shih | 4 | 1 | 80% | Reelected | |
| Douglas Tong Hsu | 1 | 4 | 20% | Reelected | |||
| Yuan Ding Investment | Kao Shan Wu | 5 | 0 | 100% | Reelected | ||
| Co., Ltd. | Eric Hu | 5 | 0 | 100% | Reelected | ||
| Yue Ding Industry Co., Ltd. |
Ching Lai Yeh | 5 | 0 | 100% | The Company's |
Reelected | |
| Director | Shuo Quan Co., Ltd. | Shou Chun Yeh | 5 | 0 | 100% | Directors | Reelected |
| Yu Yuan Investment Co., Ltd. |
Haw Sheng Lin | 5 | 0 | 100% | are elected on June 12, 2018 |
Newly-elected | |
| Yu Yuan Investment Co., Ltd. |
Charles Wang | 5 | 0 | 100% | Newly-elected | ||
| Shiou Chung Chen | 4 | 1 | 80% | Reelected | |||
| Independent director | Yin Chi Chuang | 5 | 0 | 100% | Newly-elected | ||
| Jen Fa Chen | 5 | 0 | 100% | Newly-elected |
Other matters:
I. With regard to the opreation of the Board of Directors, if any of the following circumstances occur, the dates, term of the meetings, content of motions, all independent directors' opinions and the Company's handling of such opinions shall be specified:
(I) Matters referred to in Article 14-3 of the Securities and Exchange Act: see material resolutions of the Board of Directors on page 42~44 for details.
(II) Any Board resolutions to which independent directors have recorded or written objections or reservations to be noted in addition to the above:
The Independent Directors of the Company all agree with the major proposals of the Board of Directors without any objections or reservations.
II. Regarding recusals of Directors from voting due to conflicts of interests, the name of the directors, content of motions, reasons for recusal, and results of voting shall be specified: Not applicable.
III. TWSE/TPEx listed companies shall disclose the information of self-evaluation (or peer evaluation) of the Board of Directors, such as evaluation cycle, period, scope, method and contents:
| The implementation of evaluation for the Board of Directors: | |
|---|---|
| -------------------------------------------------------------- | -- |
| Evaluation Cycle |
Evaluation Period | Evaluation Scope (Note 3) | Evaluation Method (Note |
Evaluation Detail (Note 5) |
|---|---|---|---|---|
| (Note 1) | (Note 2) | 4) | ||
| Once a year |
2020.01.01~2020.12.31 | Board of Directors, individual Board Members, Audit Committee, and Remuneration Committee |
Internal self evaluation and Board members' self-evaluation |
(1) Evaluation of performance for the Board of Directors: Including participation in the operation of the Company, the quality of the Board of Directors' decision making, composition and structure of the Board of Directors, election, continuing education of the Directors, and internal control. (2) Evaluation of performance for the individual board members: Including alignment of the goals and missions of the Company, awareness of the duties of a director, participation in the operation of the Company, management of internal relationship and communication, the director's professionalism and continuing education, and internal control. (3) Evaluation of performance for the Functional Committees: Including participation in the operation of the Company, awareness of the duties of the functional committee, the quality of decisions made by the functional committee, composition of the functional committee, election of its members, and internal control. |
Note 1: The execution cycle of the Board of Directors' evaluation.
Note 2: The period of the performance evaluation of the Board of Directors.
Note 3: The scope of the evaluation includes the performance evaluation of the Board of Directors, individual Board members, and functional committees.
Note 4: The evaluation methods include self-evaluation of the Board of Directors, self-evaluation of the Board members, peer evaluation, appointment of external professional institutions or experts, or other appropriate methods.
Note 5: the evaluation contents shall include at least the following items according to the scope of evaluation:
- (1) Evaluation of performance for the Board of Directors: Including participation in the operation of the Company, the quality of the Board of Directors' decision making, composition and structure of the Board of Directors, election and continuing education of the directors, and internal control.
- (2) Evaluation of performance for the individual board members: Including alignment of the goals and missions of the Company, awareness of the duties of a director, participation in the operation of the Company, management of internal relationship and communication, the director's professionalism and continuing education, and internal control.
- (3) Evaluation of performance for the functional committee: Including participation in the operation of the Company, awareness of the duties of the functional committee, the quality of decisions made by the functional committee, composition of the functional committee and election of its members, and internal control.
- IV. Measures undertaken during the current year and the previous year in order to strengthen the functions of the board of directors (such as the establishment of an audit committee and improvement of information transparency, etc.) and assessment of their implementation:
In order to strengthen the function of the Board of Directors, enable the Board to make independent judgment on the Company's finance and operation, the Audit Committee was established at the 11th term of Board election on June 12, 2018. The Company completed the formulation of the "Performance Evaluation of the Board of Directors" at the 6th meeting of the 11th term Board of Directors on August 8, 2019 and disclosed it on the Company's website. The executive unit regularly conducts performance evaluations including the Board of Directors, individual director members, and functional committees every year, and reports the evaluation results to the Board of Directors and discloses them on the Company website.
Since the 9th term of the Board of Directors in 2012, the Company has announced the important resolutions and minutes of each board meeting in the corporate governance section of the Company's website to enhance the Company's information transparency and protect shareholders' rights. In order to strengthen corporate governance, the Company has purchased Directors, Supervisors and officers liability insurance from March 16, 2018, and completed the renewal on March 16, 2021.
2. Attendance of Independent Directors presenting at the Board meetings A total of 5 Board meetings were held in 2020. The attendance of the Independent Directors was as follows:
| The attendance of Independent Directors in 2020 were as follows: |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ◎: Attendance in person ☆: Attendance by proxy *:Absent | ||||||||||||
| 2020 | The 8th meeting of the 11th term Board of Directors 2020.03.19 |
The 9th meeting of the 11th term Board of Directors 2020.05.06 |
The 10th meeting of the 11th term Board of Directors 2020.06.15 |
The 11th meeting of the 11th term Board of Directors 2020.08.12 |
The 12th meeting of the 11th term Board of Directors 2020.11.10 |
|||||||
| Shiou Chung Chen | ◎ | ◎ ◎ ◎ ☆ |
||||||||||
| Jen Fa Chen | ◎ ◎ ◎ ◎ ◎ |
|||||||||||
| Yin Chi Chuang | ◎ | ◎ | ◎ | ◎ | ◎ |
Other matters: All Independent Directors attended in person, and did not hold any objection or reservation to the relevant proposals during 2020 annual Board meetings, in which Independent Director Shiou Chung Chen was present four times.
(II) Operation of Audit Committee
A total of 5 Audit Committee meetings were held in 2020. The attendance of the Independent Directors was as follows:
| Title | Name | Attendance in person | Attendance by proxy |
Attendance in Person (%) |
Remarks |
|---|---|---|---|---|---|
| Convener | Yin Chi Chuang |
5 | 0 | 100% | |
| Member | Shiou Chung Chen |
4 | 1 | 80% | |
| Member | Jen Fa Chen | 5 | 0 | 100% |
The Company's Audit Committee is composed of all Independent Directors. Audit Committee meetings are held on a quarterly basis. Major items reviewed and approved are:
-
Formulate or amend internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
-
Assessment of the effectiveness of the internal control system.
-
The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling material financial or business activities, such as acquisition and disposal of assets, derivatives transactions, loaning of funds to others, and making endorsements or guarantees for others.
-
Matters bearing on the personal interest of a director.
-
Material assets or derivatives transaction.
-
Material loaning of funds or provision of endorsements/guarantees.
-
Offering, issuance or private placement of any equity based securities.
-
Appointment, discharge or compensation of a certified public accountant (CPA).
-
Appointment or discharge of a finance manager, accounting manager or chief internal auditor.
-
Annual and semi-annual financial reports.
-
Other significant matters set forth by the Company or the competent authority.
Review on Financial Statements
The Board of Directors has prepared the Company's 2020 Business Report, Financial Statements and Proposal for Deficit Compensation, among which the Financial Statements have been audited by Lou Liao and Li Yuan Guo of Deloitte Taiwan, by whom an audit report has been issued accordingly. The above-mentioned business report, financial reports, and proposal for earnings appropriation have been reviewed and approved to be correct by the Audit Committee.
◎Appointment of External Auditor
The independence and qualification of the external auditor have been evaluated by Audit Committee and Board of Directors on Feb 5, 2021. There is no conflict of interest or kinship relations between the external auditor and the Company. The external auditor has kept a fair and objective attitude when providing professional services. The independence statement issued by the external auditor has been obtained. Independence and qualification requirements have been met.
| I. | (I) Items listed in Article 14-5 of the Securities and Exchange Act: | ||
|---|---|---|---|
| Date of Meeting | Proposals | Items listed in Article 14-5 of the Securities and Exchange Act: |
The resolution results of the Audit Committee and the Company's response regarding the Audit Committee's opinions |
| 1. The renewal of mid-term Loans and comprehensive credit lines with Bangkok Bank. |
V | ||
| 2. The renewal of comprehensive credit lines with HSBC bank (Taiwan). | V | ||
| 3. The renewal of short-term credit lines with Taishin International Commercial Bank. |
V | ||
| 4. The renewal of comprehensive credit lines with SinoPac Bank. | V | ||
| 5. The renewal of short-term commercial paper credit lines with International Bills Finance (Tainan). |
V | ||
| 6. The renewal of mid-term credit, export bills, and derivatives credit lines with O-Bank. |
V | ||
| 7. The guarantee by the Company to the 100% owned subsidiary for the short-term credit lines provided by Mizuho Bank (Bangkok). |
V | ||
| 8. The guarantee by the Company to the 100% owned subsidiary for the short-term credit lines provided by Bangkok Bank. |
V | ||
| 9. The guarantee by the Company to the 100% owned subsidiary for the short-term credit lines provided by HSBC Bank. |
V | Approved by all members present, |
|
| March 19, 2020 (The 7th meeting |
10. The guarantee by the Company to the 100% owned subsidiary for the short-term credit lines provided by KGI Bank. |
V | proposed to the Board and |
| of the 1st Audit Committee) |
11. For the subsidiary Everest Development (Shanghai) Co., Ltd. to apply for the renewal of the credit agreement to the CTBC bank Shanghai Branch, the Company issued a comfort letter. |
V | unanimously approved by all directors present at |
| 12. The Company's 2019 business report, individual and consolidated financial statements |
V | the meeting. | |
| 13. The 2019 earnings appropriation. | V | ||
| 14. Amendment of internal control system and internal audit system regarding restatement of self-prepared financial reports. |
V | ||
| 15. Audit reports from November 2019 to February 2020. | V | ||
| 16. 2019 Statement of Internal Control. 17. The renewal of short-term and mid-term comprehensive credit lines and foreign currency credit lines provided by Far Eastern International Bank. |
V V |
||
| 18. The loan granted to subsidiary Everest Apparel (Hong Kong). | V | ||
| 19. The loan granted to subsidiary Everest Apparel (Ethiopia). | V | ||
| 20. The guarantee by the Company to the 100% owned subsidiary for the short-term credit lines provided by JihSun Bank. |
V | ||
| 1. Consolidated financial reports for 2020Q1. 2. The renewal of short-term credit, export bills, and export sales loan, and mid-term credit lines with the Shanghai Commercial and Service Bank. |
V | ||
| 3. The renewal of short-term commercial paper credit lines with Taiwan Cooperative Bills Finance Corporation. |
V | Approved by all | |
| May 6, 2020 | 4. The renewal of short-term commercial paper credit lines with the China Bills Finance Corporation. |
V | members present, proposed to the |
| (The 8th meeting of the 1st Audit |
5. The guarantee by the Company to the subsidiary for the short-term credit lines for USD loan from the SinoPac Bank. |
V | Board and unanimously |
| Committee) | 6. The guarantee by the Company to the subsidiary for the short-term loan credit from the Yuanta Bank. |
V | approved by all directors present at |
| 7. The conversion of intercompany receivables to loan for those that are outstanding for more than a year. |
V | the meeting. | |
| 8. The renewal of short-term credit lines to the subsidiary Everest Textile USA, LLC. |
V | ||
| 9. Audit reports from Mar to April, 2020. | V | ||
| June 15, 2020 (The 9th meeting of the 1st term) |
1. Business Overview 2. The Company intends to increase investment in U.S. subsidiary through increasing investment in Hongzhan Investment Company. |
V V |
Approved by all members present, proposed to the Board and unanimously approved by all directors present at the meeting. |
| August 12, 2020 | 1. Consolidated financial statements of 2020Q2. | Approved by all | |
| (The 10th meeting of the 1st Audit |
2. The renewal of mid-term loan credit lines provided by Yuanta Bank. | V | members present, proposed to the |
| 3. The renewal of mid-term loan credit lines provided by EnTie Bank. | V |
| Committee) | 4. The renewal of short-term comprehensive credit lines provided by Mega International Commercial Bank. |
V | Board and unanimously |
|---|---|---|---|
| 5. The renewal of mid-term loan credit lines provided by Hua Nan Bank. | V | approved by all | |
| 6. The renewal of short-term commercial paper credit lines with Ta Ching Bills Finance Corporation. |
V | directors present at the meeting. |
|
| 7. The guarantee by the Company to the subsidiary for the renewal of short-term credit lines by O-Bank. |
V | ||
| 8. The guarantee by the Company to the subsidiary for the renewal of short-term credit lines by Yuanta Bank. |
V | ||
| 9. The guarantee by the Company to the subsidiary for the renewal of mid-term credit lines by KGI Bank. |
V | ||
| 10. The guarantee by the Company to the subsidiary for the renewal of short-term credit lines by EnTie Bank. |
V | ||
| 11. The guarantee by the Company to the subsidiary for the renewal of short-term credit lines by Mizuho Bank. |
V | ||
| 12. The conversion of intercompany receivables (Haiti) to loan for those that are outstanding for more than a year. |
V | ||
| 13. The conversion of intercompany receivables (Ethiopia) to loan for those that are outstanding for more than a year. |
V | ||
| 14. Proposed remediation plan for subsidiary Everest Apparel (Hong Kong) regarding the loan balance exceeding the lending limit. |
V | ||
| 15. The capital increase by cash for subsidiary Hongzhan International Investment Company. |
V | ||
| 16. Loan to the subsidiary Everest Textile USA, LLC. | V | ||
| 17. Audit reports from May to July, 2020. | V | ||
| 1. Consolidated financial statements of 2020Q3. | |||
| 2. Proposed remediation plan for subsidiary Everest Apparel (Hong Kong) regarding the loan balance exceeding the lending limit. |
V | ||
| 3. The mid-term loan credit lines provided by Shanghai Commercial & Savings Bank. |
V | ||
| 4. The renewal of mid-term loan credit lines provided by KGI Bank. | V | ||
| 5. The renewal of short-term export loan credit lines provided by the Export-Import Bank. |
V | ||
| 6. The renewal of short-term commercial paper credit lines with Grand Bills Finance Corp. |
V | Approved by all members present, |
|
| November 10, 2020 (The 11th meeting |
7. The renewal of short-term and mid-term comprehensive credit lines and forward exchange credit lines provided by Far Eastern International Bank. |
V | proposed to the Board and unanimously |
| of the first term) | 8. The guarantee by the Company to the 100% owned subsidiary for the short-term credit lines provided by Far Eastern International Bank. |
V | approved by all directors present at |
| 9. The guarantee by the Company to the 100% owned subsidiary for the short-term credit lines provided by Taishin International Commercial Bank. |
V | the meeting. | |
| 10. The rotation of external auditor by Deloitte Taiwan. | V | ||
| 11. Granting loan to subsidiary Hongzhan Investment Company. | V | ||
| 12. Granting loan to subsidiary Everest Apparel (Hong Kong). | V | ||
| 13. Audit reports from August to October, 2020. | V | ||
| 14. Preparation of 2021 Audit plan. | V |
(II) Resolution(s) not passed by the Audit Committee but receiving the consent of two thirds of the board of directors' members: None.
II. Regarding recusals of independent directors from voting due to conflicts of interests, the names of the independent directors, contents of motions, reasons for recusal, and results of voting shall be specified: None
III. Communications between the Independent Directors, the Company's chief internal auditor and CPA (includeing the items, method and results of communication regarding corporate finance or operations, etc.).
(I) Independent directors convene Audit Committee meetings every quarter, prepare meeting minutes after the meeting, and report material discussions and resolutions to the Board of Directors and management. In the meeting, the Chief Internal Auditor reports the execution of audit and major internal audit findings. The execution, reporting, and follow up of Independent Directors' instructions are completed. There is no specific suggestion items from Independent Directors.
(II) The engaged external auditor communicates with the Independent Directors on matters related to the audit (review) of financial statments and other matters required by the relevant laws and regulations in each quarterly Audit Committee meeting. There is no special suggestions from Independent Directors.
| (III)Summary of communication: | ||
|---|---|---|
| Audit Committee meeting | Communication with Chief Internal Auditor | Communication with the external auditor |
| 7th session of the first term 2020.03.19 |
*Internal audit reports from November 2019 to February 2020. |
* 2019 financial statements audit status. * 2019 internal control audit result. |
| 8th session of first term 2020.05.06 |
*Internal audit reports from March to April, 2020 | *2020Q1 financial statements review status. |
| 10th session of first term 2020.08.12 |
*Internal audit reports from May to July, 2020 | *2020H1 financial statements review status. |
| 11th session of first term | *Internal audit reports from August to October, 2020 | *2020Q3 financial statements review |
| 2020.11.10 | * 2021 internal audit plan. | status. |
| Thereof | ||||
|---|---|---|---|---|
| Item | Yes | Description Implementation Status No |
Related Reasons Deviation and |
|
| I. | Does the Company establish and disclose its Corporate Governance Principles based on the "Corporate Governance Best Practice |
V | The Company has established the Corporate Governance Best Practice Principles and disclosed them on the official website and MOPS. |
No deviation |
| (IV) (II) (I) II. |
insiders from trading securities using information not disclosed to the Did the Company maintain a register of major shareholders and the shareholder proposals, inquiries, disputes, and litigations? Are such (III) Did the Company establish and enforce risk control and firewall Did the Company stipulate internal rules that prohibit company Did the Company establish an internal procedure for handling matters handled according to the internal procedure? Principles for TWSE/TPEx Listed Companies"? ultimate beneficiary of the major shareholders? Shareholding structure & shareholders' rights mechanism with its affiliated businesses? market? |
V | have also established "Operating procedure for acquisition or disposal of assets", "Procedures for granting loan to others" and shareholders and stakeholders. Related matters such as shareholders' suggestions, doubts, queries, and litigations are handled 3. Confidentiality agreements are signed by managers and employees of the Company upon coming on board. The Company The Company has an electronic mailbox for the Audit Committee and internal audit office as a communication channel with "Ethical Corporate Management Best Practice Principles", which prohibits insiders of the Company from using unpublished (III) In addition to the full-time personnel who takes charge of accounts receivable risk management, the Company and affiliates Keep abreast of the major shareholders and the ultimate beneficiary of the major shareholders who substantially control the 2. Irregularly communicate with managers regarding the "Operating procedure for material inside information declaration" also makes announcements of the "Operating procedure for material inside information declaration" to the employees. The Company has established "Operating Procedure for Handling Material Inside Information", "Code of Conduct" and Company. Changes will be reported according to the provisions of the listed company's information reporting operating 1. Upon the signing of declaration letter by newly joined managers, a copy of "Operating procedure for material inside prohibit insiders of the Company from using undisclosed "Procedures for endorsement/guarantee". The risk control mechanism and firewall have been properly established. information to buy and sell marketable securities. The following announcements are also made: and other insider trading related regulations. Strictly information in the market to trade securities. information declaration" is provided. according to related regulations. procedures. (IV) (II) (I) |
No deviation |
| (IV) (III) (II) III. (I) |
Has the Company implemented evaluation on the independence of the Committee established according to law, has the company voluntarily the BOD and use them as a reference for each Director's remuneration Has the Company established standards and methods to measure the annually? Does it report the results of the performance evaluation to Has a policy of diversity been established and implemented for the performance of the Board, and does the Company implement such In addition to Salary and Remuneration Committee and Audit Composition and responsibilities of the Board of Directors established other functional committees? composition of the board of directors? and nomination of term renewal? CPAs regularly? |
V | approved by the board of directors in November 2020, and an external professional independent institution or an external team independence and stakeholders' opinions are taken into consideration(Note 1). For successor planning please refer to (Note 2). The nomination and election of Board members are carried out using the candidate nomination system, with reference to the accordance with "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies", which was approved training of directors, and internal control, etc.) The 2020 evaluation found the Company's board performance has "exceeded opinions of Independent Directors, by assessing the academic qualifications of each member, as well as in compliance with standards", which is sufficient to show the Company's strengthened effectiveness. The evaluation results are reported in the Remuneration Committee. In addition, the Company's Rules of the Performance Evaluation of the Board of Directors were by the Board of Directors on August 8, 2019. Each year, the Board of Directors and the board secretary perform an annual 1. The occupational disaster investigation and review committee: investigate the causes of accidents and prevent repeated (IV) In accordance with Article 21 of the Corporate Governance Best Practice Principles, the Company regularly evaluates the the "Election Procedures of the Board of Directors ", and the "Corporate Governance Principles", to ensure that diversity, performance appraisal through internal self assessment in five aspects (including: The level of participation in company operations, improving the quality of board decision-making, board composition and structure, selection and continuous independence of external auditors every year, reports to the Board of Directors, and establishes a good communication The Company has formulated the "Everest Textile Co., Ltd. Board of Directors Performance Evaluation Method" in of experts and scholars shall be appointed to perform the evaluation at least once every three years. 3. "Safety and Health Committee": implement occupational safety and health management. 2. Zero Disaster Promotion Organization: Prevent disaster accidents. The Company has disasters. (III) (II) (I) |
No deviation |
(III) Corporate Governance Implementation Status and Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons
| Implementation Status | Deviation and | ||||
|---|---|---|---|---|---|
| Item | Yes | No | Description | Related Reasons | |
| channel. Abnormalities found in the inspection can be communicated at any time and addressed. The independence of 2020 external auditors has been evaluated at Board of Directors' meeting on February 5, 2021. (Note 3) |
|||||
| IV. | Does the TWSE Listed Company have allocated a sufficient number of of the affairs related to corporate governance (including but not limited to providing information required for Director/Supervisor's operations, Shareholders' Meeting in accordance with the law and prepare meeting qualified corporate governance staff and appointed a person in charge assisting Directors and Supervisors in complying with laws and regulations, handling the matters concerning the Board and minutes)? |
V | continuing education, providing directors with information needed to perform their duties, and assisting directors in complying scope of his responsibilities includes handling matters related to the board of directors meeting and the shareholders' meetings, preparing the minutes of the board of directors meeting and the shareholders' meetings, assisting directors in taking office and 1. The Company's board of directors approved to engage a corporate governance officer in April 2021, and Vice President Wen Kuei Hsiang at the Administration Department are appointed to be in charge of the corporate governance-related affairs. The with laws and regulations. |
No deviation | |
| V. | stakeholder affairs and adequately responded to stakeholders' inquiries Has the Company set up channels of communication for stakeholders (including but not limited to shareholders, employees, customers and suppliers), dedicated a section in the Company's website for on significant corporate social responsibility issues? |
V | shareholders, stakeholders, and relevant units of the Company. Each stakeholder can contact the relevant departments and units of The Company has set up a "Contact Us" section on the Company's website to establish a communication channel between the Company at any time when necessary, and the communication channel is smooth. |
No deviation | |
| VI. | Does the Company appoint a professional shareholder service agency to deal with shareholder affairs? |
V | The Company has engaged Oriental Securities Corporation to act as professional stock affairs agent and assist Shareholders' meeting related affairs. |
No deviation | |
| (II) (I) |
Does the Company adopt other methods for information disclosure? Did the company establish a website to disclose information on finance, operation, and corporate governance? VII. Information disclosure |
Information related to financial business and corporate governance is disclosed in real time on the Company's The Company has Chinese and English website: http://www.everest.com.tw website. (I) |
|||
| (III) | announce and declare the first, second, and third quarter financial statements and the monthly operating status within the prescribed statements within two months after the end of the fiscal year, and Does the Company announce and declare the annual financial deadline? |
V | practice, the Company irregularly holds investors' conferences, has designated personnel to collect Company information, and In addition to having a spokesperson and acting spokesperson, complying with relevant regulations and putting them to regularly or irregularly discloses related information via the public information observation system and the Company's (https://mops.twse.com.tw/mops/web/index) according to Article 36 of the Securities and Exchange Act. The Company publishes the financial reports and operation status of each month at MPOS system website. (III) (II) |
No deviation | |
| training records, implementation of risk management policies and risk (including but not limited to employee rights, employee wellness, investor relations, supplier relations, stakeholder rights, directors' understanding of the Company's corporate governance practices evaluation measures, implementation of customer policies, and VIII. Is there any other important information to facilitate a better purchase of liability insurance for directors)? |
V | Please refer to (8) for other material information that can enhance the understanding of the state of corporate governance at the Company: |
No deviation | ||
| IX. | Corporate Governance Center and the improvement plans for items yet Please specify the Company's measures to improve the items listed in the corporate governance review result by Taiwan Stock Exchange's to be improved. (not applicable for the excluded companies) |
V | The results of the 2020 Corporate Governance Evaluation were not published yet at the time of preparation of the annual report, and will be announced on the Company's website after the results are announced. |
Note 1: The ability of the Board of Directors:
| and Decision Leadership |
v | v | v | v | v | v | v | v | v | v | v | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| International Perspective Market |
v | v | v | v | v | v | v | v | v | v | v | |
| Knowledge Industry |
v | v | v | v | v | v | v | v | v | v | v | |
| Handling Crisis |
v | v | v | v | v | v | v | v | v | v | v | |
| Diversified Core Competences | Economy Business |
v | v | v | v | v | v | v | v | v | v | v |
| Finance and Accounting |
v | v | v | v | v | v | v | v | ||||
| Management Operation |
v | v | v | v | v | v | v | v | v | v | v | |
| Operation Judgment |
v | v | v | v | v | v | v | v | v | v | v | |
| Experience in Industry Textile |
v | v | v | v | v | v | v | v | v | |||
| Professional Knowledge and Skills | Professional Qualification |
Lawyer | CPA | |||||||||
| Professional Background |
Operation | Operation | Operation | Operation | Textile | Textile | Law | Accounting | Operation | Textile | Textile | |
| 3 to 6 years |
v | |||||||||||
| Independent director Term and Years of |
Below 3 years |
v | v | |||||||||
| Gender | Male | Male | Male | Male | Male | Male | Male | Male | Male | Male | Male | |
| Name of Directors |
Johnny Hih | Douglas Tong Hsu |
Kao Shan Wu | Eric Hu | Ching Lai Yeh | Shou Chun Yeh | Haw Sheng Lin | Charles Wang | Yin Chi Chuang | Shiou Chung Chen |
Jen Fa Chen |
Note 2: The Composition of the Board of Directors, Senior Management Succession Plan, and Management Objectives.
In the succession planning of the Company, in addition to excellent working ability, the successor's business philosophy must be consistent with that of the Company. The Company's important business philosophy is to win at learning and change, constantly transform and upgrade as the first mover in the industry. Social indicators are also added to the performance appraisal items of Directors' self-assessment to strengthen the Board members' display of integrity and ethical value through their instructions, actions and conduct to express the importance of supporting the operation of the internal control system (for example: the Board adopts specific measures to set the tone for ethical, social, environmental protection or other forms of responsible behavior, including important projects such as greenhouse gas emission reports, sustainable production processes or community assistance after natural disasters). In the 2018 Shareholders' meeting, eight Directors and three Independent Directors were elected. Each Board member understands and agrees with the Company's business philosophy and completely understands the Company's industrial situation. At the same time, we have considerable experience in international political and economic situations, regulatory compliance, internationalized management and manufacturing management, and in order to respond to the ever-changing international competition management environment and the continuous updates of laws and regulations (such as corporate governance), the Company also plans exclusive courses for Board members to ensure that senior executives have the management ability to keep up with the times. For important management level personnel, the Company has a series of complete executive promotion and training programs, cooperates with the Company's operations and the pace of globalization, promotes personal development plans, and has defined "innovation" as a necessary competence at all levels. Personal learning map is tailor-made and combined with the need from individual development plan (IDP). Annual curriculum planning and design are based on the compiled needs and annual performance is evaluated. Appropriate guidance and assistance are given
according to current personal ability in order to improve performance. "Supervisor training courses" are conducted for senior executives to take over the leadership. Through experience inheritance and case studies, employees with potential and excellent performance will grow quickly and thrive, and then become excellent leaders in various business groups to ensure sustainable operation and build the enterprise to last.
| Note 3: The independence evaluation of external auditors: | ||
|---|---|---|
| Results | Meet | |
| Description | Independence Criteria |
|
| The external auditor shall avoid and not accept the engagement when he may have involved in any direct or indirect material interests which may impair the fairness and independence. 1. |
No conflict of interest | Yes |
| The purpose of the audit or review of the financial statements is to provide a medium to high probability but not absolute verification for the potential users of the statements. In addition to maintaining independence in substance, the CPA's independence in form is even more significant. Therefore, members of the audit service team, other CPAs, the firm and the affiliate enterprises of the firm are required to remain independent from the Company. 2. |
Yes | Yes |
| (2) Fair and objective: The CPA maintains a fair and objective attitude when providing professional services and prevents conflict of interest from affecting his/her (I) Integrity: A professional accountant shall be straightforward and honest in providing professional services. The CPAs appointed by the Company maintains the following conditions: independence. 3. |
Yes | Yes |
| (3) Independence: The CPA remains independent in form and in substance when auditing or reviewing financial statements and expresses his/her opinions in a fair manner. | Yes | Yes |
| The CPA's independence, honesty, fairness, and objectivity are closely related. The CPA does not lack or lose his/her independence that may affect his/her integrity, fairness, and objectivity when he/she was appointed. 4. |
Yes | Yes |
| The CPA's independence has not been influenced by self-interest, self-evaluation, defense in court, familiarity, or coercion. 5. |
Yes | Yes |
| The influence of self-interest on the independence of the CPA refers to the financial benefits obtained from the Company or other relations that may cause conflict of Has no direct or indirect significant financial interests with the Company. interests with the Company. Have the following conditions not occurred: (1) 6. |
||
| Has financing or endorsement activities with the Company or its Directors. (3) The possibility of losing the Company as a client. (4) Intensive business relations with the Company. (2) |
Not Applicable. | Yes |
| Has contingent fee agreement on cases related to the Company's audit engagement. (5) Potential employment relationship with the Company. (6) |
||
| (1) The members of the audit service team currently serve or have served in the past two years as the Company's directors, managers or other positions that have a significant basis in the audit or review process of financial information; or if a member of the audit service team had once served as the Company's Director, Supervisor, or a The influence of self-evaluation on the independence of the CPA refers to reports or judgments submitted by the CPA for non-auditing services which constitute important position in the Company with significant influence over the audit case. Have the following conditions not occurred: Non-audit services provided by the CPA will directly impact audit engagement. impact on audit engagement. (2) 7. |
Not Applicable. | Yes |
| The influence of defense in court on the independence of the CPA refers to the defense provided by a member of the audit service team to the Company's position or (2) Serves as the Company's defense counsel or represents the Company in mediating conflicts with third parties. opinion that causes its objectivity to be questioned. Have the following conditions not occurred: (1) Publicizes or acts as agent of stocks or other securities issued by the Company. 8. |
Not Applicable. | Yes |
| The influence of familiarity on the independence of the CPA refers to the close relations with the Company's Directors or managers that cause the CPA or members of the audit service team to pay over attention to or sympathize with the Company's interests. The following conditions have not occurred: Has kinship with the Company's directors, managers, or personnel who have a significant influence on the audit engagement. (1) 9. |
Not Applicable. | Yes |
| Results | Meet | |
|---|---|---|
| Description | Independence Criteria |
|
| (2) The audit partner who resigned from the position within one year acts as a Director, manager, or position that has a significant influence on the audit engagement. Accepted valuable gifts or presents from the Company, its Directors or managers. (3) |
||
| 10. The influence of coercion on the independence of the CPA refers to the threat from the Company suffered or felt by a member of the audit service team that causes the member to be unable to maintain objectivity and clarify professional doubts. Have the following conditions not occurred: |
||
| (1) The Company requested the CPA to accept inappropriate selection of accounting policy requested by the management or provide inappropriate disclosure in financial statements. |
Not Applicable. | Yes |
| A firm being pressured to inappropriately reduce mandatory auditing tasks to reduce audit fee. (2) |
||
| 11. The firm and the members of the audit team shall be responsible for maintaining their independence, at the same time, considering whether the executed works will impact their independence. If so, measures shall be taken to remove such impact or eliminate it to an acceptable level. |
Yes | Yes |
| When the impact on independence is confirmed to be material, whether the Company, the firm and the audit team have adopted proper measures to eliminate such impact or reduce it to an acceptable level. The result shall be recorded. 12. |
Not applicable (No material impact) | |
| 13. If the Company, the firm and the audit team do not adopt proper measures to eliminate such impact or reduce it to an acceptable level, consideration shall be taken in regards to replacing the external auditor to maintain the independence. |
Not applicable (No such case). |
| Title | Qualification | Meets one of the following professional qualifications, with at least five years of work experience |
(Note) | Status of independence | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | An instructor or higher position in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the Company in a public or private junior college, college or university |
A judge, public prosecutor, attorney, Certified Public Accountant, or other professional or technical specialist who has passed a national examination and has been awarded a certificate in a profession necessary for the business of the company |
Work experience necessary for business administration, legal affairs, finance, accounting, or business sector of the Company |
1 2 3 4 5 6 7 8 9 10 | Number of other public companies where the individual concurrently serves as a remuneration committee member |
Remarks | |||||
| Independent Director |
Ying Chi Chuang |
V | V V V V V V V V V V | 0 | No | ||||||
| Independent director |
Jen Fa Chen | V | V V V V V V V V V V | 0 | No | ||||||
| Other | Jun You Lin | V | V V V V V V V V V | 0 | No |
(IV) The composition of Remuneration Committee, the responsibility, and its operation 1. Member of Remuneration Committee
Note: If a member meets these conditions within two years prior to being elected and during his/her term of service.
(1) Not an employee of the Company or its affiliates.
(2) Not a director or supervisor of the Company or its affiliates (Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.).
- (3) Not a natural person, spouse, minor children, or held by the person under others' names, in an aggregate amount of 1% or more of the outstanding shares of the Company or is ranked in the top 10 natural person shareholders.
- (4) Not the manager specified in paragraph (1), or a spouse, relative within the second degree of kinship, or the lineal relative within the third degree of kinship specified in paragraph (2) and (3).
- (5) Not a director, supervisor or employee of a corporate shareholder who holds more than 5% of the outstanding shares issued by the Company, or a director, supervisor or employee of a corporate shareholder who is among the top 5 shareholders. (Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)
- (6) Not a director of the Company or is a director, supervisor, or employee of another company holding more than 50% of the outstanding shares. (Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)
- (7) Not a director, supervisor, or employee of a company whose chairman, president, or any other person holding an equivalent post, concurrently serveing as the chairman, president, or any other person holding an equivalent post, of the Company or is a spouse thereof. (Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)
- (8) Not a director, supervisor, manager, or shareholder holding 5% or more of the shares of a specified company or institution that has financial or business relationships with the Company. (Not applicable in cases where the specific company or institution holds more than 20% but less than 50% of the Company's issued shares, and its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)
- (9) Not a professional individual who is an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services with aggregate service amount of more than NT\$500 thousand to the Company or to any affiliate of the Company in recent two years, nor a spouse thereof. However, members of remuneration committee or M&A review committee established in accordance with Securities or Exchange Act and Business Mergers and Acquisitions Act are not included.
- (10) Not under any of the categories stated in Article 30 of the Company Law.
- 2 Operations of the Remuneration Committee
- (1) The Company's Remuneration Committee consists of 3 members.
- (2) Term of Remuneration Committee: 2018/08/07 to 2021/06/11. A total of 2 (A) Remuneration Committee meetings were held in the most recent year. The information and attendance record of the members were as follows:
| Title | Name | Attendance in Person (B) |
By proxy | Attendance Rate (%) (B/A) |
Remarks |
|---|---|---|---|---|---|
| Convener | Ying Chi Chuang | 2 | 0 | 100% | Independent director |
| Member | Jun You Lin | 2 | 0 | 100% | |
| Member | Jen Fa Chen | 2 | 0 | 100% | Independent Director |
- (3) If the Board of Directors refuses to adopt or amend a recommendation of the remuneration committee, the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company's response to the remuneration committee's opinion: None.
- (4) If there were resolutions of the remuneration committee to which members objected or expressed reservations, and for which there is a record or declaration in writing, the date of the meeting, session, content of the motion, all members' opinions and the response to members' opinion shall be specified:
| Number of the Meeting Time |
Content of motions and subsequent treatment | Resolutions of the Remuneration Committee and the Company's Handling of Its Opinions |
|
|---|---|---|---|
| 4th meeting of the fourth term |
1. Human Resource Structure and Human Resource Trends at three factories |
Approved by all members present, |
|
| 2020.03.10 | 2. 2020 Profile of New Senior Managers | proposed to the Board | |
| 5th meeting of the fourth term |
1. Human Resource Structure and Human Resource Trends at three factories |
and approved by all directors present at the |
|
| 2020.11.25 | 2. Implementation progress of 2020 foreign labor zero cost | meeting without any objection. |
- During 2020, the agenda and resolutions of the Company's Remuneration Committee are as follows:
(V) Implementation of Corporate Social Responsibility and Deviation from the Corporate Social Responsibility Best-Practice Principles for the TWSE/GTSM Listed Companies and reasons thereof:
| Implementation status | Deviation and | |||
|---|---|---|---|---|
| Item | Yes No | Description | Related Reasons |
|
| I. | Does the Company conduct risk assessments of environmental, social and corporate governance issues related to its operations in accordance with the materiality principle and formulate relevant risk management policies or strategies? |
V | Continuously make self improvement and get prepared to leap for competition based on forward looking global layout. Looking out to 2020, in addition to reduce operation risk and implement sustainable operation and management, Everest's six factories around the globe will strengthen the synergy and vertical cooperation, so as to allow global customers to better understand the advantages of the integration of the global deployment under the sales order transfer effect due to U.S. China trade war and pandemic by global big brands. Facing the significant change of global economy, the Company will be cautious and conservative in investment, expand lean production, and increase productivity to reduce all kinds of operating costs. The Company will also pay attention to cashflow to cope with the challenge of global deflation, swiftly respond to change, and turn a crisis into an opportunity. The Company will develop new e-commerce model to cope with the new business opportunities due to lockdown of countries around the world, co-build a new eco-system economy with different industries, utilize the excellent human resource and globalized resource of the Group, continue to advance product research and development and customer service in order to enable the Group to leap and break through, continuously operate and grow, and become customers' priority long-term cooperating partner and benchmark enterprise praised by shareholders and our nation. |
|
| II. | Has the Company established a dedicated unit or appointed a unit for promoting CSR? Is the unit authorized by the Board of Directors to implement CSR activities at upper management level? Does the unit report the progress of such activities to the Board of Directors? |
V | The "Global ESM implementation office" has been established. The General Manager Office is responsible as the secretarial unit. The office works with Advanced Technology Research Institute, R&D Division, frontline units, environment and safety protection, marketing, utilities, administration departments, and external consultants in order to continuously deepen the formulation and implementation of overall sustainable operating strategy. The implementation results of CSR are reported to the senior management regularly every year, so that the promotion of CSR gradually becomes the core value of the enterprise. |
No |
| III. (I) (II) |
Environmental Issues Has the Company established proper environmental management systems based on the characteristics of the industries? Does the Company endeavor to upgrade the efficient use of available resources, and the use of environmental-friendly recycled materials? (III) Does the Company assess current and future potential risks and opportunities brought by climate changes? Has it taken measures to respond to climate-related issues? |
V | (I) The Company has established ISO14001 environmental management system, set up environmental safety office and designated personnel for environmental management, formulated environmental health and safety policies, promoted and implemented environmental management related matters, and submitted to third-party certification bodies for verification annually. (II) The Company promotes measures such as green lifestyle 7R (Rethink, Redesign, Reduce, Reuse, Repair, Recycle, Recovery), circular economy, clean production, energy saving and waste reduction to improve resource productivity (Less is More). It also uses environmentally friendly raw materials and dyeing auxiliaries, and devote to develop textile products that are harmless to humans and ecology to reduce environmental impact. The Company also obtained the "Certificate of Qualification for Clean Production Assessment System" and the "Green Factory Certification Label". (III) Reducing energy usage, greenhouse gas and the emission of air pollutants is one of the issues faced by the Company. Seriously facing the issue will not only comply with legal requirement but also effectively control operating costs. We continue to implement manufacturing process waste reduction, waste |
No |
| sorting and recycling, energy saving and operation safety management. All employees adhere to the "Environmental health and safety Policy" and follow the "Environmental, Occupational Health and Safety System" to achieve the mission. 1. Energy conservation and carbon reduction – Implement |
| Implementation status | Deviation and | |||
|---|---|---|---|---|
| Item | Yes No | Description | Related Reasons |
|
| (IV) Does the Company inspect its greenhouse gas (GHG) emissions, water consumption, total weight of wastes in the past two years? Does the Company formulate policies on energy conservation and carbon reduction, GHG reduction, water reduction or other waste management? |
energy control to create a low-carbon and quality environment. 2. Continuous improvement -- Formulate energy conservation plans and make rational and efficient use of energy. 3. Follow-up assessment--Energy-saving management evaluation mechanism is established and implementation effectiveness is reviewed regularly. 4. Goal and direction- To promote the use of renewable energy for a win-win situation for energy, environmental protection and economy. 5. Education - Develop correct energy conservation concept and enhance employees' awareness and knowledge in energy saving. (IV) Everest conducts annual greenhouse gas inventory, continuously tracks greenhouse gas emissions and sources, and assesses the GHG reduction priority according to the inventory taking results. In terms of waste management, the Group calculates the quantity of waste each year, and upholds the concept of "From cradle to cradle" and "Waste = Food", and continues to promote waste recycling and reuse. Waste classification, reduction, recycling and reuse are implemented from source management, and end-of-pipe treatment creates added value. In terms of water resource management, the water balance project is conducted through cross-departmental teamwork for water resource headstream management and water consumption monitoring. The new energy-saving and water-saving dyeing and finishing auxiliary machines have been introduced in the dyeing and finishing factory. Old dyeing and finishing auxiliary machines that consume huge quantity of resources have been decommissioned. Industrial 4.0 has been implemented. Unnecessary waste of resource can be reduced with the newly purchased automatic chemical dispensing equipment which can precisely control the chemical usage. |
|||
| IV. Social Issues (I) Does the Company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? (II) Has the Company formulated and implemented reasonable employee welfare measures (including remuneration, rest and annual leave, and other benefits), and appropriately reflected the operating performance or achievements in the employee remuneration? |
V | (I) The Company complies with the relevant labor laws and International Bill of Human Rights, which are the basis for setting up and adjusting internal management system. The Company adheres to equal employment policy, irrespective of gender, race, age, marriage status, and family conditions, and delivers equal opportunity in respect of compensation, employment conditions, training, and promotion opportunities to protect the legal rights of employees. (II) The Company has formulated and implemented reasonable employee welfare measures and appropriately reflected operating performance or results in employee compensation. 1. Leave system: The Company has implemented a comprehensive leave system in accordance with the labor laws and regulations, and the system is disclosed in the Rule of Employment. 2. Various welfare measures: To comply with the law and fulfill the needs of employees, the Company designed the benefits that employees can enjoy, including staff dormitory, car parks, breastfeeding (collecting) rooms, low-cost food and beverages, and provision of employee health check, etc., so that employees can enjoy a comprehensive welfare system (e.g. wedding subsidy, education subsidy for children, gift money for retirement, funeral subsidy, birth subsidy, maternity leave, parental leave, and paternity leave, etc). 3. Employee compensation policy: Decided based on individual competency, level of contribution, market value of the position served, and in consideration of the Company's future operational risks. Such compensation has positive correlations to operational performance of the Company. Total |
No |
| Implementation status | Deviation and | ||||
|---|---|---|---|---|---|
| Item | Yes No | Description | Related Reasons |
||
| (III) | Does the Company provide a healthy and safe work environment, and does it organize health and safety training for its employees on a regular basis? |
remuneration package comprises three components: basic fixed salary, bonus, and benefits. The basic fixed salary is based on the market conditions of the positions held by the employees, and the bonus is based on the achievement of employee and departmental goals as well as the Company's operating performance. 4. Retirement system: The Company fully complies with the provisions of the Labor Standards Law and the Labor Pension Regulations, and formulates relevant system measures for the retirement of employees, including those who have worked for more than 15 years and have reached the age of 55, those who have worked for more than 25 years, or those who have worked for more than 10 years and have reached the age of 60 can ask for retirement. The Company appropriates to pension fund of not less than 6% of the monthly salary according to the employee's insurance level, and has set up a Labor Retirement Reserve Supervision Committee to supervise the implementation and payment of pensions. (III) In order to create a win-win safe working environment, the Company has introduced ISO 45001 occupational health and safety management system, set up a health and safety committee, and adopted the following measures: Work environment maintenance: From the procurement of machinery and materials, strict health and safety standards are required, and strict supervision is also applied when installing machinery; various operating environment measurements are regularly carried out according to law. If it does not meet the standard, it is immediately corrected or improved. Appropriate protective equipment is set up depending on the risk factors in the workplace. Employee health maintenance: In addition to cooperating with the government to conduct occupational disaster health inspections, regular health inspections are arranged for employees. There is cooperation with hospitals within the group to conduct health management depending on the health inspection result. Each factory is equipped with medicines, hygienic materials, simple medical equipment, etc. Regular services provided by contract physicians and nurses are arranged in the factory. Relevant requirements are incorporated into daily operation. Occupational health and safety |
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| (IV) | Has the Company established effective career development training programs for its employees? |
performance are enhanced through daily employee education. (IV) The Company attaches great importance to employee education and training as well as their career development. In addition to providing employees with management skill trainings such as enterprise management and factory management, in order to strengthen talent cultivation and supervisor training, systematic and continual curriculum training is planned to help enhance employees' ability and quality to improve the competitiveness of individuals and enterprise. |
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| (V) | Does the Company comply with relevant laws and international standards in health, safety, and customer privacy as well as marketing and labeling of its products and services, and establish consumer protection policies and appeals procedures? |
(V) Everest has built a professional team to serve global customers. Through regular visits to customers and brands, participation in domestic and foreign exhibitions and other communication channels, it responds to and meets the needs of customers with an "instant", "professional", and "appropriate" attitude. At the same time, in order to understand customer opinions and improve service quality, a customer satisfaction survey is carried out every year, and a "customer complaint handling method" is set up to deal with customer complaints. Improvement plans are made for projects that are not satisfactory to customers. Employees are organized to implement the plans to achieve customer satisfaction. (VI) Before new suppliers are admitted, they will be evaluated |
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| (VI) | Has the Company established supplier | according to the "Supplier Evaluation Form". In the evaluation |
| Implementation status | Deviation and | ||||
|---|---|---|---|---|---|
| Item | Yes No | Description | Related Reasons |
||
| management policies, requesting suppliers to comply with relevant regulations on issues regarding environmental protection, occupational safety and hygiene, or labor rights, and disclosed the implementation? |
mechanism, the supplier's work environment, employee human rights, social responsibility and other evaluation items will be included to enhance the supplier's corporate social responsibility awareness. The "Everest Social Responsibility Standard Statement" was issued, proclaiming to suppliers and requiring suppliers to jointly abide by social responsibility norms. |
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| V. | Does the Company prepare corporate social responsibility reports or any report of non financial information based on international reporting standards or guidelines? Are the above mentioned reports supported by assurance or opinion of a third-party certifier? |
V | Everest is good at fulfilling its corporate social responsibilities. Since 2011, it has voluntarily disclosed sustainability performance. The Company issues a corporate social responsibility report every year and continues to communicate with stakeholders. The content of Everest's 2019 Corporate Social Responsibility Report is written in accordance with the core options of the GRI Standards issued by the Global Reporting Initiative (GRI). This report for the previous year is also prepared according to the "Operating Procedure Regarding the Preparation and Filing of Social Responsibility Report for Listed Companies" by the Taiwan Stock Exchange. The report discloses identified economic, environmental and social sustainability topics, related strategies, goals, measures and results. The CSR report editor team is responsible for the overall planning, communication and integration, data aggregation, editing and revision. Each member of the editorial team reviews and revises the relevant content and data and sends it to the general manager for review and release. This report has not been verified by external third parties. |
No | |
| VI. If the Company has established its own corporate social responsibility principles based on "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies", please describe any discrepancy between the principles and their implementation: The Company refers to the "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies" to formulate its corporate social responsibility policies, implement information disclosure regarding corporate governance, sustainable environment development, public interest maintenance, and strengthening of corporate social responsibility. The Company has spared no efforts in participating community development, activities held by charitable organizations and local government agencies. There is no deviation as of today. |
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| (I) | VII. Other important information to facilitate better understanding of the Company's corporate social responsibility practices: Environmental protection: Pursue environmental sustainability with ecological restoration and respect for biodiversity, build Everest Ecological Industrial Park and Everest Natural Vegetable and Fruit Education Farm with the concept of green building, and promote it to local communities, hoping to become a sustainable agricultural education park and contribute to reducing global warming. |
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| (II) Open Everest Textile Ecological Industrial Park for visit and interchange: In order to share Everest's innovative, sustainable, intelligent, and succinct actions and achievements, Everest Opens the Ecological Industrial Park to visitors; at the same time, it also opens its natural vegetable and fruit education farm, environmental protection brick factory, and MIT automated garment factory for visit. It is hoped to take this reality experience as a communication platform for industry and environmental education to promote the triple surplus concept of sustainability, allow visitors to witness the improvement process of transformation and innovation, sustainability, and smart green factory of the vertically integrated textile manufacturer in Taiwan textile industry. (III) The self-owned apparel brand "Happy Taiwan EverSmile" allocates 1% of the monthly turnover as a public welfare fund. |
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| Please refer to "Everest Textile Co., LTD." website at: http://www.everest.com.tw ◼Please refer to "Happy Taiwan EverSmile" website at: http://www.everest.com.tw |
(VI) Corporate observance of ethical business practices and deviation from the Ethical Corporate Management Best-Practice Principles for the TWSE/GTSM Listed Companies and reasons thereof:
| Implementation status | Deviation and | ||
|---|---|---|---|
| Item | Yes No | Description | Related |
| I. Establishment of ethical corporate management policies and programs (I) Has the Company established a set of board-approved business integrity policies, and stated in its Memorandum or external correspondence about the policies and practices it implements to maintain business integrity? (II) Has the Company developed systematic practices for assessing integrity risks? Does the Company perform regular analyses and assessments on business activities that are prone to higher risk of dishonesty, and implement preventions against dishonest conducts that include at least the measures mentioned in Paragraph 2, Article 7 of "Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies"? (III) Has the Company defined and enforced operating procedures, behavioral guidelines, penalty and grievance systems as part of its preventive measures against dishonest conducts? |
V | (I) The Company has a "Code of Integrity Management" which regulates the code of conduct for Directors, managers and other employees of the Company, and discloses the integrity management policy on the Company's website. (II) The Company and its subsidiaries plan to prevent dishonest behavior including the followings: 1. Standards for determining whether improper benefits have been offered or accepted. 2. Procedures for offering legitimate political donations. 3. Procedures and standard amount of providing proper charitable donations or sponsorship. 4. Rules for avoiding work-related conflicts of interests and how they should be reported and handled. 5. Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business. 6. Regulations and procedures for dealing with suppliers, clients and business transaction counterparties suspected of unethical conduct. 7. Handling procedures for violations of these Principles. 8. Disciplinary measures on offenders. (III) The Company's "Code of Integrity Management" regulates that when engaging in commercial activities, the Company's personnel shall not directly or indirectly offer, promise to offer, request, or accept any improper benefits, or commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct"). The operating procedure, behavior guidelines, punishment, or appeals are defined for the above actions. |
Reasons No deviation |
| II. Fulfillment of Ethical Corporate Management (I) Does the Company evaluate business partners' ethical records and include ethics-related clauses in the business contracts signed with the counterparties? (II) Has the Company established a dedicated unit under the BOD to implement ethical corporate management, and report to the BOD on a regular basis (at least once a year) on ethic operation policies as well as precautionary measures against unethical conduct and their implementation? |
V | (I) The Company's "Code of Integrity Management" regulates that prior to any commercial transactions, the Company shall consider whether the legality of its agents, suppliers, clients, or other trading counterparts and their potential unethical conduct, and shall avoid dealing with persons having records of such unethical behaviors. (II) According to Article 17 of the Company's Code of Integrity Management, the Corporate Governance Supervisor who reports to the Board of Directors and Human Resource Department are dedicated to the promotion and operation of corporate integrity management. They are responsible for the formulation and supervision of the integrity management policy and prevention plan, and are supervised by the Board of Directors. The main functions are related to the anti-corruption measures to ensure integrity management in accordance with the "Code of Integrity Management" approved by the Board of Directors, formulate plans to prevent dishonesty, plan internal organization, headcount and responsibility, reduce the risk of business dishonesty, and promote the training of integrity policy promotion, plan and implement the whistleblowing system, and assist the Board of Directors and management to evaluate the implementation, and report to the Board of Directors once a year. |
No deviation |
| (III) Has the Company establisedh policies to prevent conflicts of interest, provide |
(III) 1. The Company adheres to the principle of zero malpractice. If any person takes advantage of his position, intends to |
| appropriate communication channels, and implement them accordingly? |
seek his or others' improper benefits and causing the Company to suffer losses, he shall unconditionally compensate any loss suffered by the Company and be |
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|---|---|---|---|---|---|
| dismissed from his post. 2. If the company's personnel violates the integrity management regulations, the Company will punish the person according to the severity of the circumstances and in |
|||||
| accordance with the Company's rule for reward and punishment. 3. The Company has a grievance system to provide remedies for those who violate this Code to appeal in accordance |
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| (IV) | Has the Company implemented an effective accounting policy and internal control system to maintain business |
(IV) | with relevant regulations. The Company has set up a rigorous accounting system and responsible accounting department. To ensure the accuracy and |
||
| integrity? Has an internal or external audit unit been assigned to design audit plans based on the outcome of integrity risk |
transparency of financial information, financial statements are all reviewed or audited by CPAs in accordance with regulations and are announced and published accordingly. In order to |
||||
| assessment, and to audit the compliance with various preventions against dishonest conduct? |
implement the "Processing guidelines of establishing internal control system for public companies" and "Code of Integrity Management", the Company has set up the internal audit |
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| department and related internal control system, which regularly inspects and modifies its effectiveness, reviews compliance of the system, prepares audit reports and submits the reports to the |
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| (V) | Does the Company regularly hold internal and external educational trainings on ethical corporate management? |
(V) | Board of Directors. In order to establish an honest corporate culture and prevent dishonest behaviors, the Company aperiodically educates its |
||
| employees and reminds its stakeholders to observe and respect the Company's moral and integrity standards. Related operating procedures and guidelines and other provisions are publicly |
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| III (I) |
Operation of the Whistle-blowing System Does the Company establish a |
(I) | disclosed on the company's website. The Company's "Code of Integrity Management" stipulates that |
||
| reward/whistle-blowing system and convenient whistle-blowing channel? Are appropriate personnel assigned to the accused party? |
when the Company's personnel finds any violation of the integrity management regulations, he shall take the initiative to report to the Audit Committee, manager, internal audit head, human resource department, or other appropriate supervisors. |
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| (II) | Does the Company establish standard operating procedures for investigating the complaints received and ensuring such complaints are handled in a confidential |
V | (II) | When the Company's personnel finds any violation of the integrity management regulations, he shall take the initiative to report to the Audit Committee, manager, internal audit head, human resource department, or other appropriate supervisors. |
No deviation |
| (III) | manner? Does the Company provide protection to whistleblowers against receiving improper |
(III) | The Company shall keep confidential the identity of whistle blowers and the content of reported cases. The Company will keep confidential the identity of the whistle blower and the content of the reported case, so as to protect the |
||
| IV. | treatment? Enhanced disclosure of corporate social |
whistle-blower from improper treatment due to the report. The Company has established its English and Chinese corporate |
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| responsibility information Has the Company disclosed the Ethical Management Principles and effect of implementation thereof on its website and |
V | website to disclose the Ethical Corporate Management Best Practice Principles of the Company and relevant information. |
No deviation | ||
| V. | Market Observation Post System? | If the Company has established its own ethical corporate management principles based on the Ethical Corporate Management Best Practice | |||
| Principles for TWSE/TPEx Listed Companies, please describe the implementation and any deviation from the Principles: None. | |||||
| VI. Other important information that helps to understand the Company's ethical operations: The Company adheres to the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, and relevant regulations in relation to the TWSE/GTSM listed companies and other related business law and regulations, as its foundation for ethical corporate management. The Company has added important |
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| by law. | information such as code of integrity in the procurement system to ensure supplier compliance, and to allow vendors a smooth channel to address grievances in the event of any infringement of rights or interests during the process of procurement. The highest ethical standard is held no matter for the internal employees and external partners. Any illegal action such as bribery by suppliers or from employees will be prosecuted |
- (VII) How to inquire the Company's corporate governance guidelines and regulations: Please refer to the Company's website at http://www.everest.com.tw and MOPS (Market Observation Post System) https://emops.twse.com.tw/server-java/t58query
- (VIII) Other information enabling better understanding of the Company's corporate governance:
-
- The Company's employee behavior or code of ethics: integrity, teamwork, perseverance, and innovation are the Company's business philosophy and the code of conduct for each Everest employee.
-
- Related certifications obtained from the relevant competent authorities by personnel of the Company involved with the transparency of financial information.
| Certifications | Number of person |
|---|---|
| Certified Internal Auditor | 1 |
| Land administration agent | 1 |
| CPA | 1 |
Continuing education of managers:
| Trainee | Course | Host Institution | Number of Hours |
|
|---|---|---|---|---|
| Head of Internal Audit |
Huang Chang Huang |
Practical Labor Events Policy Analysis of corporation financial report self- preparation capability enhancement and Discussion on Internal Audit and Control focal points. |
The Institute of Internal Auditors Chinese Taiwan |
12 |
| Chief Accountant |
Mei Hsiu Huang |
Continuing Education and Training for Accounting Managers |
National Cheng Kung University |
12 |
- Continuing education of Directors and Supervisors:
| Training Date | |||||
|---|---|---|---|---|---|
| Name | Start Date |
End Date | Organizer | Course Name | Training Hours |
| 2020/12/9 2020/12/9 Taiwan Academy of Banking and Finance |
Seminar on Board Operating Practices and Corporate Governance |
3hrs | |||
| Charles Wang | 2020/7/22 2020/7/22 Taiwan Academy of Banking and Finance |
Seminar on Board Operating Practices and Corporate Governance |
3hrs | ||
| Shiou Chung | 2020/12/9 2020/12/9 Taiwan Academy of Banking and Finance |
Seminar on Board Operating Practices and Corporate Governance |
3hrs | ||
| Chen | 2020/7/22 2020/7/22 Taiwan Academy of Banking and Finance |
Seminar on Board Operating Practices and Corporate Governance |
3hrs | ||
| Douglas Tong | 2020/12/9 2020/12/9 Taiwan Academy of Banking and Finance |
Seminar on Board Operating Practices and Corporate Governance |
3hrs | ||
| Hsu | 2020/7/22 2020/7/22 Taiwan Academy of Banking and Finance |
Seminar on Board Operating Practices and Corporate Governance |
3hrs | ||
| 2020/12/9 2020/12/9 Taiwan Academy of Banking and Finance |
Seminar on Board Operating Practices and Corporate Governance |
3hrs | |||
| Johnny Shih | 2020/7/22 2020/7/22 Taiwan Academy of Banking and Finance |
Seminar on Board Operating Practices and Corporate Governance |
3hrs | ||
| 2020/12/9 2020/12/9 Taiwan Academy of Banking and Finance |
Seminar on Board Operating Practices and Corporate Governance |
3hrs | |||
| Eric Hu | 2020/7/22 2020/7/22 Taiwan Academy of Banking and Finance |
Seminar on Board Operating Practices and Corporate Governance |
3hrs | ||
| Haw Sheng | 2020/12/9 2020/12/9 Taiwan Academy of Banking and Finance |
Seminar on Board Operating Practices and Corporate Governance |
3hrs | ||
| Lin | 2020/7/22 2020/7/22 Taiwan Academy of Banking and Finance |
Seminar on Board Operation Practices and Corporate Governance |
3hrs | ||
| Ching Lai | 2020/12/9 2020/12/9 Taiwan Academy of Banking and Finance |
Seminar on Board Operating Practices and Corporate Governance |
3hrs | ||
| Yeh | 2020/8/30 2020/8/30 Taiwan Corporate Governance Association |
Strengthen corporate operation through corporate governance mechanism. |
3hrs | ||
| 2020/8/30 2020/8/30 Taiwan Corporate Governance Association |
Strengthen corporate operation through corporate governance mechanism. |
3hrs | |||
| Ying Chi Chuang |
2020/8/11 2020/8/11 Taiwan Corporate Governance Association |
The Board of Directors' responding measures and their application on corporate governance evaluation |
3hrs |
| Training Date | |||||
|---|---|---|---|---|---|
| Name | Start Date |
End Date | Organizer | Course Name | Training Hours |
| 2020/5/7 | 2020/5/7 Taiwan Corporate Governance Association |
How does an enterprise prevent fraud | 3hrs | ||
| 2020/12/9 2020/12/9 Taiwan Academy of Banking and Finance |
Seminar on Board Operation Practices and Corporate Governance |
3hrs | |||
| Shou-Chun Yeh |
2020/11/5 2020/11/5 Accounting Research and Development Foundation |
The legal responsibility and case study of Economic Espionage Act and Trade Secrets Act |
3hrs | ||
| 2020/11/5 2020/7/23 Accounting Research and Development Foundation |
Shape a culture of corporate governance |
3hrs | |||
| 2020/7/22 2020/7/22 Taiwan Academy of Banking and Finance |
Seminar on Board Operation Practices and Corporate Governance |
3hrs | |||
| 2020/12/9 2020/12/9 Taiwan Academy of Banking and Finance |
Seminar on Board Operation Practices and Corporate Governance |
3hrs | |||
| Jen Fa Chen | 2020/7/22 2020/7/22 Taiwan Academy of Banking and Finance |
Seminar on Board Operation Practices and Corporate Governance |
3hrs | ||
| 2020/12/9 2020/12/9 Taiwan Academy of Banking and Finance |
Seminar on Board Operation Practices and Corporate Governance |
3hrs | |||
| Kao Shan Wu | 2020/7/22 2020/7/22 Taiwan Academy of Banking and Finance |
Seminar on Board Operation Practices and Corporate Governance |
3hrs |
Everest Textile Co., LTD.
Statement of Internal Control System
Date: 2021/2/5
Based on the findings of self-assessment, the Company certifies the following with regard to its internal control system during the year of 2020:
- I. The Company acknowledges that the establishment, implementation and maintenance of an internal control system is the responsibility of the Board of Directors and managers, and the Company has established an internal control system. The internal control system is designed to provide reasonable assurance for the effectiveness and efficiency of the operations (including profitability, performance and protection of assets), reliability, timeliness, and transparency of reporting, and compliance with applicable laws and regulations.
- II. The internal control system has innate limitations. No matter how robust and effective the internal control system is, it can only provide reasonable assurance of the achievement of the foregoing three goals; in addition, the effectiveness of the internal control system may vary due to changes in the environment and conditions. However, the internal control system of the Company has self-monitoring mechanisms in place, and the Company will take corrective action against any defects identified.
- III. The Company uses the assessment items specified in the Regulations Governing Establishment of Internal Control Systems by Public Companies (hereinafter referred to as "the Regulations") to determine whether the design and implementation of the internal control system are effective. Based on the process of control, the assessment items specified in the Regulations divide the internal control system into five constituent elements: 1. control environment; 2. risk assessment; 3. control activities; 4. information and communications; and 5. monitoring activities. Each constituent element includes a certain number of items. For more information on such items, refer to the Regulations.
- IV. The Company has adopted the aforesaid assessment items for the internal control system to determine whether the design and implementation of the internal control system are effective.
- V. Based on the results of the determination in the preceding paragraph, the Company is of the opinion that, as of December 31, 2020, the internal control system (including the supervision and management of subsidiaries), including the design and implementation of the internal control system relating to the effectiveness and efficiency of the operations, reliability, timeliness, and transparency of reporting, and compliance with applicable laws and regulations, is effective and can reasonably assure the achievement of the foregoing goals.
- VI. This statement will constitute the main content of the Company's annual report and the prospectus and will be disclosed to the public. Any falsehood or concealment with regard to the above contents will entail legal liability under Articles 20, 32, 171 and 174 of the Securities and Exchange Act.
- VII. This statement was approved by the Board of Directors on February 5, 2021, and none of the eleven Directors in attendance objected to it and all consented to the content expressed in this statement.
Everest Textile Co., LTD.
Chairman: Johnny Hih
President: Ching Lai Yeh
-
- CPA audit report: The Company did not engage a CPA to carry out any special audit of the internal control system. Therefore not applicable.
- (X) Penalties imposed upon the Company and its employees in accordance with the law, penalties imposed by the Company upon its employees for the violation of the internal control system, principal deficiencies, and improvement status during the most recent fiscal year and up to the date of publication of the Annual Report: None.
(XI) Major Resolutions of Shareholders' Meeting and Board Meetings During the Most Recent Fiscal Year Up to
the Date of Publication of the Annual Report:
1. Summary of Shareholders' meeting agenda
| Date of Shareholders' Meeting |
Material Resolutions | Implementation |
|---|---|---|
| Report Items 1. 2019 Business Report 2. 2019 Financial Statements 3. Report on Audit Committee's audit report of 2019. 4. Report on the amendment of "Ethical Corporate Management Principles". |
Not Applicable. | |
| June 15, 2020 | Acknowledgements 1. Approval of 2019 final accounts. 2. Approval of 2019 earnings appropriation. |
Resolved no distribution of dividend. |
| Discussions 1. Amendment of the Company's Articles of Association. 2. Amendment of the Company's "Rules for Procedures of Shareholders' Meeting". |
Has been executed according to amended procedure. |
2.Summary of proposals in the Board of Directors meetings
| Term of the | Time of the | Material Resolutions |
|---|---|---|
| Meeting The 8th meeting of the 11th term |
Meeting March 19, 2020 |
1. Approved the proposal of renewing Bangkok Bank short and mid-term comprehensive credit lines. 2. Approved the proposal of renewing HSBC Bank short-term comprehensive credit lines. 3. Approved the proposal of renewing Taishin International Commercial Bank short-term comprehensive credit lines. 4. Approved the proposal of renewing SinoPac Bank short-term comprehensive credit lines. 5. Approved the proposal of renewing International Bills Finance Corporations short-term commercial paper facilities. 6. Approved the proposal of renewing O-Bank mid-term, export bills negotiation and derivative financial product's facilities. 7. Approved the guarantee provided to subsidiary Everest (Thailand) for renewing Mizuho Bank credit lines for loan. 8. Approved the guarantee provided to subsidiary Everest (Bermuda) for renewing Bangkok Bank credit lines for loan. 9. Approved the guarantee provided to subsidiary Everest (Bermuda) for renewing HSBC Bank credit lines for loan. 10. Approved the guarantee provided to subsidiary Everest (Bermuda) for renewing KGI Bank credit lines for loan. 11. Approved the issuance of comfort letter for subsidiary Everest Development (Shanghai) to renew CTBC Bank credit lines for loan. 12. Approved 2019 business report, individual financial statements, and consolidated financial statements. 13. Approved 2019 earnings appropriation. 14. Approved the amendment of Articles of Association. 15. Approved the amendment of "Ethical Corporate Management Principles". 16. Approved the amendment of "Rules for Procedures of Shareholders' Meeting". 17. Approved the amendment of internal control system and internal audit system for self-preparation of financial statements. 18. Approved matters regarding the convening of 2020 Shareholders' meeting, the date of the meeting, and the acceptance of proposal for motions. 19. Approved 2020 operation budget. 20. Approved 2020 capital expenditure. 21. Approved the appointment and dismissal of managers and above. 22. Approved 2019 Statement of Internal Control. 23. Approved the proposal of renewing Far Eastern International Bank short and mid-term comprehensive credit and forward exchange credit. 24. Approved the loan granted to subsidiary Everest Apparel (Hong Kong). 25. Approved the loan granted to subsidiary Everest Apparel (Ethiopia). 26. Approved the guarantee provided to subsidiary Everest Textile USA for renewing JihSun Bank credit |
| The 9th meeting of | May 6, 2020 | lines for loan. 1. Approved the proposal of renewing Shanghai Commercial & Savings Bank short-term comprehensive, |
| the 11th term | export bills negotiation, export loan, and mid-term loan credit. 2. Approved the proposal of renewing Taiwan Cooperative Bills Finance Corporation short-term commercial paper facilities. 3. Approved the proposal of renewing China Bills Finance Corporation short-term commercial paper facilities. 4. Approved the guarantee provided to subsidiary Everest (Bermuda) for renewing SinoPac Bank short term USD credit lines for loan. 5. Approved the guarantee provided to subsidiary Everest (Bermuda) for renewing Yuanta Bank short term USD credit lines for loan. 6. Approved the renewal of loan granted to subsidiary EVEREST TEXTILE USA, LLC. 7. Approved the loan granted to subsidiary Everest Apparel (Haiti). |
| Term of the | Time of the | Material Resolutions |
|---|---|---|
| Meeting The 10th meeting |
Meeting June 15, 2020 |
1. Approved the capital increase of investment in U.S. subsidiary through increasing investment in |
| of the 11th term | subsidiary Hongzhan Investment Company by USD10 million. | |
| The 11th meeting of the 11th term |
August 12, 2020 | 1. Approved the proposal of renewing Yuanta Bank mid-term credit lines for loan. 2. Approved the proposal of renewing EnTie Bank mid-term credit lines for loan. 3. Approved the proposal of renewing Mega International Commercial Bank short-term comprehensive |
| credit lines. 4. Approved the proposal of renewing Hua Nan Bank mid-term credit lines for loan. 5. Approved the proposal of renewing Ta Ching Bills Finance Corporation Kaohsiung branch short-term |
||
| commercial paper facilities. 6. Approved the guarantee provided to subsidiary Everest (Hong Kong) for renewing O-Bank short-term credit lines for loan. |
||
| 7. Approved the guarantee provided to subsidiary Everest (Hong Kong) for renewing Yuanta Bank short term credit lines for loan. 8. Approved the guarantee provided to subsidiary Everest (Hong Kong) for renewing KGI Bank mid-term |
||
| credit lines for loan. 9. Approved the guarantee provided to subsidiary Everest USA for renewing EnTie Bank short-term |
||
| credit lines for loan. 10. Approved the guarantee provided to subsidiary Everest Textile USA, LLC. for renewing Mizuho Bank |
||
| Los Angeles Branch short-term credit lines for loan. 11. Approved the transferring of intercompany accounts receivable (Everest Apparel Haiti) outstanding for more than one year to loan. |
||
| 12. Approved the transferring of intercompany accounts receivable Everest Apparel (Ethiopia) outstanding for more than one year to loan. |
||
| 13. Approved the remediation plan for subsidiary Everest Apparel (Hong Kong) regarding the loan balance exceeding the lending limit. 14. Approved the capital increase in cash for subsidiary Everest International Develop Investment by the |
||
| Company. 15. Approved the loan granted to subsidiary Everest Textile USA, LLC. |
||
| The 12th meeting of the 11th term |
November 10, 2020 |
1. Approved the mid-term loan credit granted by Shanghai Commercial & Savings Bank. 2. Approved the proposal of renewing KGI Bank mid-term credit lines. |
| 3. Approved the proposal of renewing Export-Import Bank export loan credit lines. 4. Approved the proposal of renewing Grand Bills Finance Corporations short-term commercial paper |
||
| facilities. 5. Approved the proposal of renewing Far Eastern International Bank short and mid-term comprehensive credit and forward exchange credit. |
||
| 6. Approved the guarantee provided to subsidiary Everest Textile USA, LLC. for renewing Far Eastern International Bank short-term credit lines for loan. |
||
| 7. Approved the guarantee provided to subsidiary Everest Textile USA, LLC. for renewing Taishin International Commercial Bank short-term credit lines for loan. 8. Approved the rotation of external auditor by Deloitte Taiwan. |
||
| 9. Approved the amendment of "Corporate Governance Principles", "Rules for Procedures of Board of Directors' Meeting", "Articles of Remuneration Committee". |
||
| 10. Approved the amendment of "Board Performance Evaluation Rules". 11. Approved the loan granted to subsidiary Everest International Develop Investment. 12. Approved the loan granted to subsidiary Everest Apparel (Hong Kong). |
||
| 13. Approved 2021 audit plan. | ||
| The 13th meeting of the 11th term |
February 5, 2021 | 1. Approved the proposal of signing mid-term credit, export bills negotiation credit lines with Chang Hwa Bank. 2. Approved the proposal of renewing Taishin Commercial Bank short-term credit lines. |
| 3. Approved the proposal of renewing First Bank short-term credit, export bills negotiation and foreign exchange loan credit lines. |
||
| 4. Approved the proposal of renewing O-Bank short-term comprehensive credit lines. 5. Approved the proposal of renewing E-Sun Bank mid and short-term credit, and export bills negotiation credit lines. |
||
| 6. Approved the proposal of renewing Mega Bills Finance Corporations short-term commercial paper facilities. |
||
| 7. Approved the guarantee provided to subsidiary Everest Textile USA, LLC. for renewing SinoPac Bank mid-term credit lines for loan. 8. Approved the guarantee provided to subsidiary Everest Textile USA, LLC. for renewing JihSun Bank |
||
| short-term credit lines for loan. 9. Approved the guarantee provided to subsidiary Everest (Thailand) for renewing Mizuho Bank short |
||
| term credit lines for loan. 10. Approved 2020 operation report, individual and consolidated financial statements. 11. Approved 2020 loss appropriation. |
||
| 12. Approved the capital reduction to offset loss. 13. Approved the amendment of Articles of Association. 14. Approved the capital increase by cash. |
||
| 15. Approved amendment of "Procedures for making endorsements/guarantees". | ||
| 16. Approved the re-election of the Company's Directors upon expiration of their term of office. 17. Approved the list of candidates nominated by the Board of Directors (including Independent Directors). 18. Approved the motion to remove restrictions on the Company's newly appointed 12th term Directors in |
||
| relation to Article 209 of the Company Act regarding the "Non-competing Clause". 19. Approved matters in relation to 2021 Shareholders' meeting such as date, acceptance of shareholder |
||
| motions, and related procedures. 20. Approved 2021 operation budget. |
| Term of the | Time of the | Material Resolutions |
|---|---|---|
| Meeting | Meeting | |
| 21. Approved 2021 capital expenditure (including subsidiaries). | ||
| 22. Approved the appointment and dismissal of managers and above. | ||
| 23. Approved 2020 statement of internal control. | ||
| 24. Approved the sale of accounts receivable from and loan to subsidiary Everest Apparel (Ethiopia) to | ||
| Everest International (HK) Limited. | ||
| 25. Approved the early termination of credit lines granted to the subsidiary Everest Textile USA, LLC. | ||
| 26. Approved the early termination of part of guarantee provided to subsidiary Everest (Bermuda). |
(XII) Where directors or supervisors who have different opinions on important resolutions passed by the board of directors, with records or written statements, in the most recent year and up to the date of publication of the annual report, the main content of said opinions: None.
(XIII) A summary of resignations and dismissals of the Company's Chairman, President, accounting manager, finance manager, chief internal auditor, or research and development officer during the most recent fiscal year and up to the date of publication of the Annual Report: None.
IV. Information About CPA Professional Fee
(I) Information about CPA Professional Fee
| CPA firm | Name of CPA | Audit period | Remarks | |
|---|---|---|---|---|
| Sophie Lee (Former) |
Li Yuan Guo | 2020.01.01-2020.09.30 | Deloitte's internal | |
| Deloitte & Touche | Lou Liao (Successor) |
Li Yuan Guo | 2020.10.01-2020.12.31 | rotation and work arrangement |
Unit: in Thousand NTD
| Category of fees Range of fees |
Audit fee | Non-audit fee | Total | |
|---|---|---|---|---|
| 1 | Less than NT\$2,000 thousand | 658 | 658 | |
| 2 | NT\$2,000 thousand (inclusive) ~ NT\$4,000 thousand | |||
| 3 | NT\$4,000 thousand (inclusive) ~ NT\$6,000 thousand | |||
| 4 | NT\$6,000 thousand (inclusive) ~ NT\$8,000 thousand | 6,060 | 6,060 | |
| 5 | NT\$8,000 thousand (inclusive) ~ NT\$10,000 thousand | |||
| 6 | Above NT\$10,000 thousand (inclusive) |
Unit: in Thousand NTD
| Name of the | Non-Audit Fee | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Accounting | Name of CPA | Audit Fee |
Design of | Business | Human | Others | Audit Period | |||
| Firm | System | Registration | Resource | (Note) Subtotal | ||||||
| Deloitte & | Sophie Lee |
Li Yuan Guo |
2020.01.01-2020.09.30 | |||||||
| Touche | Lou Liao | Li Yuan Guo |
6,060 | - | 8 | - | 650 | 6,718 | 2020.10.01-2020.12.31 |
Note: It is transfer pricing consulting fee and 2020 master file report.
(II) Change of CPA firm and the audit fees at the year of the change is less than the prior year: None.
(III) Change of CPA firm: None.
(IV) Audit fees were 10% less than that of the previous year: None.
V. Change of CPA: Deloitte & Touche informed the Company by Chin-Nan-No.10901109 letter on October 14, 2020 that due to internal adjustment, the engagement partner will be changed from Sophie Lee and Li Yuan Guo to Lou Liao and Li Yuan Guo starting 2020Q4.
| Date of Replacement | October 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Reason for Replacement and Explanation |
Internal rotation and work arrangement of Deloitte & Touche | ||||||||
| Situation | Counterparties | CPA | The Company that Engaged CPA |
||||||
| The Company terminated engagement or CPA refused |
engagement | Voluntarily terminated the | V | ||||||
| the engagement | engagement | Declined (further) | |||||||
| The opinion and reason for issuing an audit report expressing other than an unqualified opinion during the 2 most recent years: None. |
|||||||||
| Accounting principles or practices | |||||||||
| Disclosure of financial statements | |||||||||
| Different opinions from the | Yes | Audit scope or procedure | |||||||
| issuer | Others | ||||||||
| No | V | ||||||||
| Explanation | |||||||||
| Other items for disclosure (where Article 10, Subparagraph 6, Item 1-4 to Item 1-7 of the Regulations shall be disclosed): None. |
(I) Regarding the former CPAs
(II) Regarding the succeeding CPAs
| CPA Firm | Deloitte & Touche | ||||
|---|---|---|---|---|---|
| Name of CPA | Lou Liao | ||||
| Date of Engagement | Resolved by Board of Directors in November 2020. | ||||
| Subjects discussed and the consultation results with the newly engaged CPAs regarding the accounting treatment of or | |||||
| application of accounting principles to a specified transaction, or the type of audit opinion that might be rendered on | |||||
| the company's financial statements prior to the formal engagement: Not applicable. | |||||
| Written opinion from the successor CPA regarding matters on which they did not agree with the former | |||||
| CPA: Not applicable. |
(lll) The former CPA's reply to Article 10, Subparagraph 6, Item 1 and Item 2-3 of the Regulations: Not applicable.
VI. Information About Chairman, President, and Financial or Accounting Manager of the Company Who Has Worked with the CPA Firm Which Conducts the Audit of the Company or Affiliate to Said Firm in the Most Recent Year: None
VII. Net Change in shareholdings and in shares pledged by directors, management, and shareholders holding more than 10% share in the Company:
| 2020 | As of March 8, 2021 | ||||
|---|---|---|---|---|---|
| Number of Shares | Mortgaged shares | Number of Shares | Mortgaged shares | ||
| Title | Name | Increase | Increase | Increase | Increase |
| (Decrease) | (Decrease) | (Decrease) | (Decrease) | ||
| Weiyu Innovation Investment | - | ||||
| Chairman Representative |
Co., Ltd. | - - |
- - |
- | - - |
| Johnny Shih | |||||
| Director | Yue Ding Industry Co., Ltd. | - | - | - | - |
| Representative | Ching Lai Yeh | - | - | - | - |
| Director | Shuo Quan Co., Ltd. | - | - | - | - |
| Representative | Shou Chun Yeh | - | - | - | - |
| Director | Yuan Ding Investment Co., Ltd. |
- | - | - - |
- - |
| Name | Douglas Tong Hsu | - | - | - | - |
| Representative | Kao Shan Wu | - | - | - | - |
| Representative | Eric Hu | - | - | ||
| Director | Yu Yuan Investment Co., Ltd. | - | - | - | - |
| Representative | Charles Wang | - | - | - | - |
| Representative | Haw Sheng Lin | (50,000) | - | - | - |
| Independent Director | Shiou Chung Chen | ||||
| Independent Director | Jen Fa Chen | ||||
| Independent Director | Yin Chi Chuang | ||||
| President | Ching Lai Yeh | - | - | - | - |
| Vice President | Sen Mao Wu | - | - | - | - |
| Vice President | Wen Kui Hsiang | - | - | - | - |
| Vice President | Hsien Shen Hung | - | - | - | - |
| Vice President | Ming Yi Hsiao | - | - | - | - |
| Vice President | Chin Chueh Kao | - | - | - | - |
| Vice President | Chin Liang Chen | 34,000 | - | 30,000 | - |
| Director | Shih Jung Lin | - | - | - | - |
| Director | Hui Min Cheng | - | - | - | - |
| Director | Wen Chin Yeh | - | - | - | - |
| Director | Ping Liang Chen | - | - | - | - |
| Director | Tung Sheng Hung | - | - | - | - |
| Director | Mei Na Liu | - | - | - | - |
| Director | Chien Hua Kao | - | - | - | - |
| Director | Chin Li Kao | - | - | - | - |
| Director | Yi Cheng Tseng | - | - | - | - |
| Director | Huang Shan Lin | - | - | - | - |
| Director | Ting Hua Hung (concurrently | - | - | - | - |
| serves as finance manager) | |||||
| Director Director |
Hsiang Jui Liu | 3,000 - |
- - |
- - |
- - |
| Director | Chia Hsiang Chen | - | - | - | - |
| Chao Li Li | - | - | - | - | |
| Accounting Manager | Mei Hsiu Huang |
(I) Change in equity of directors, management, and major shareholders
(II) Information on share transfers: Not applicable.
(III) Information on share pledges: Not applicable.
VIII. Information about the relationship among the Company's 10 largest shareholders:
| March 8, 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Shares Held | Shares Held by Spouse & Minors |
Shares Held in the Name of Others |
Top ten shareholders who have related party relationship defined by TIFRS No.6 between each other, the name and relationship |
Major Corporate |
||||
| Shares | Shareholding Ratio (%) |
Shares | Shareholding Ratio (%) |
Shares | Shareholding Ratio (%) |
Name | Relation | Shareholder | |
| Yuan Ding Investment Co., Ltd. Chairman: Douglas Tong Hsu |
128,618,42 2 |
25.23% | 0 | 0 | 0 | 0 | Oriental Union Chemical Corporation Yu Yuan Investment Co., Ltd. |
Same Chairman Subsidiary of Far Eastern New Century Corporation |
Please refer to page 12 |
| Everest International Develop Investment Co., Ltd Chairman: Charles Wang |
26,067,062 | 5.11% | 0 | 0 | 0 | 0 | No | No | Not Applicable |
| Jui Hsing International Investment Co., Ltd. Chairman: Ying Nan Chuang |
15,184,432 | 2.98% | 0 | 0 | 0 | 0 | No | No | Not Applicable |
| Fu Ming Transportation Chairman: Johnny Hih |
13,279,219 | 2.60% | 0 | 0 | 0 | 0 | No | No | Not Applicable |
| Yu Yuan Investment Co., Ltd. Chairman: Chun Ming Chen |
13,147,509 | 2.58% | 0 | 0 | 0 | 0 | Yuan Ding Investment Co., Ltd. |
Are all 100% owned subsidiary of Far Eastern New Century Corporation |
Please refer to page 12 |
| Oriental Union Chemical Corporation Chairman: Douglas Tong Hsu |
12,885,683 | 2.53% | 0 | 0 | 0 | 0 | Yuan Ding Investment Co., Ltd. Ton Fu Investment Corp. |
Same Chairman Holds 100% shares of Ton Fu Investment |
Not Applicable |
| Ton Fu Investment Co., Ltd. Chairman: Cheng Yu Zheng |
11,712,847 | 2.30% | 0 | 0 | 0 | 0 | Oriental Union Chemical Corporation |
100% shares are held by Oriental Union Chemical Corporation |
Please refer to page 12 |
| Citibank (Taiwan) Commercial Bank Investment Account |
8,501,201 | 1.67% | 0 | 0 | 0 | 0 | No | No | Not Applicable |
| Hung Yeh Investment Co., Ltd. Chairman: Ching Lai Yeh |
4,341,530 | 0.85% | 0 | 0 | 0 | 0 | No | No | Not Applicable |
| Kuo Tai Yang | 3,458,848 | 0.68% | 0 | 0 | 0 | 0 | No | No | Not Applicable |
IX. Total Number of Shares and Total Equity Stake Held in any Single Enterprise by the Company, Its Directors, Managers, and Any Company Controlled Either Directly or Indirectly by the Company:
| March 8, 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Ownership by the Company | Direct or Indirect Ownership by Directors/Managers |
Total Ownership | |||||
| Affiliated Enterprise | Shares | % Shares % |
Shares | % | |||
| Everest Investment (Holding) Ltd. | 1,300 | 100.00 | 0 | 0.00 | 1,300 | 100.00 | |
| Everest International Develop Investment Co., Ltd |
191,400,000 | 100.00 | 0 | 0.00 | 191,400,000 | 100.00 | |
| Jin Lead Industrial Co., Ltd. | 526,800 | 19.00 | 719,520 | 25.96 | 1,246,320 | 44.96 | |
| Everest Textile (HK) Co., Ltd | 695,000 | 99.30 | 5,000 | 0.70 | 700,000 | 100.00 | |
| Far Eastern International Bank | 7,441,665 | 0.22 | 303,574,993 | 9.05 | 311,016,658 | 9.27 | |
| Dah Chung Bills Finance Corp. | 1,175 | 0.00 | 0 | 0.00 | 1,175 | 0.00 |
I. Capital and Shares
(I) Source of capital
- Source of capital
Unit: in NT\$ Thousand, in Thousand Shares
| Issuance | Authorized Capital | Paid-in Capital | Note | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Source of Capital | Capital Increase | |||||||||
| Year Month | Price | Shares | Amount | Capital | by Assets other | Others | ||||||
| (NTD) | Cash | Earnings | Surplus | than Cash | ||||||||
| 2016 | 10 | 560,000 | 5,600,000 | 471,189 | 4,711,891 | - | - | - | No | No | ||
| 2017 | 10 | 560,000 | 5,600,000 | 490,037 | 4,900,367 | - | 188,476 | - | No | No | ||
| 2018 | 10 | 560,000 | 5,600,000 | 499,837 | 4,998,374 | - | 98,007 | - | No | No | ||
| 2019 | 10 | 560,000 | 5,600,000 | 509,834 | 5,098,341 | - | 99,967 | - | No | No | ||
| 2020 | 10 | 560,000 | 5,600,000 | 509,834 | 5,098,341 | - | - | - | No | No | ||
Note: Equity change in recent five years.
Unit: in Thousand Shares
| Authorized Capital | ||||||
|---|---|---|---|---|---|---|
| Shareholding Type | Outstanding Shares (Listed) | Unissued Shares | Remarks Total |
|||
| Ordinary Shares | 509,834 | 50,166 | 560,000 | No |
(II) Information About Shelf Registration System: None.
(III) Shareholder Structure
| Record date: March 8, 2021 | ||||||
|---|---|---|---|---|---|---|
| Shareholder Structure Quantity |
Government Agency |
Financial Institutions |
Other Institutional Shareholders |
Individual | Foreign Institutions and Foreigners |
Total |
| Number of Shareholders |
6 | 0 | 50 | 28,681 | 62 | 28,799 |
| Shares | 142 | 0 | 234,395,853 | 255,183,864 | 20,254,323 | 509,834,182 |
| Percentage (%) | 0.00% | 0.00% | 45.98% | 50.04% | 3.98% | 100% |
Note: Primary listing (TPEx) Company and TPEx Emerging Stock should disclose percentage of shares held by Mainland Chinese shareholders. Mainland Chinese shareholdings refer to the shares or capital in a foreign issuer that is directly or indirectly held by mainland Chinese, legal entities, organizations or any other institute from mainland China, or any company established in countries other than Mainland China but owned by the above individual or companies: None.
(IV) Distribution Profile of Share Ownership
| March 8, 2021 | |||
|---|---|---|---|
| Shareholding Range | Number of Shareholders | Shares | Percentage (%) |
| 1 - 999 | 10,992 | 2,307,645 | 0.45% |
| 1,000 - 5,000 | 11,043 | 24,496,916 | 4.80% |
| 5,001 - 10,000 | 2,808 | 20,282,631 | 3.98% |
| 10,001 - 15,000 | 1,334 | 15,647,528 | 3.07% |
| 15,001 - 20,000 | 597 | 10,734,025 | 2.11% |
| 20,001 - 30,000 | 670 | 16,090,247 | 3.16% |
| 30,001 - 40,000 | 329 | 11,358,311 | 2.23% |
| 40,001 - 50,000 | 211 | 9,498,359 | 1.86% |
| 50,001 - 100,000 | 421 | 28,461,624 | 5.58% |
| 100,001 - 200,000 | 208 | 28,071,018 | 5.51% |
| 200,001 - 400,000 | 89 | 24,916,457 | 4.89% |
| 400,001 - 600,000 | 41 | 19,847,239 | 3.89% |
| 600,001 - 800,000 | 11 | 7,503,447 | 1.47% |
| 800,001~1,000,000 | 5 | 4,447,971 | 0.87% |
| 1,000,001 or more | 40 | 286,170,764 | 56.13% |
| Total | 28,799 | 509,834,182 | 100% |
(V) Preferred shares: None.
(VI) Major Shareholders
| March 8, 2021 | ||
|---|---|---|
| Shareholding Shareholder's name |
Shares | Percentage (%) |
| Yuan Ding Investment Co., Ltd. | 128,618,422 | 25.22% |
| Everest International Develop Investment Co., Ltd. | 26,067,062 | 5.11% |
| Juei Hsing International Enterprise Co., Ltd. | 15,184,432 | 2.98% |
| Fu Ming Transportation Co., Ltd. | 13,279,219 | 2.60% |
| Yu Yuan Investment Co., Ltd. | 13,147,509 | 2.58% |
| Oriental Union Chemical Corporation | 12,885,683 | 2.53% |
| Ton Fu Investment Corp. | 11,712,847 | 2.30% |
| Citibank (Taiwan) Commercial Bank Investment Account | 8,501,201 | 1.67% |
| Hung Yeh Investment Co., Ltd. | 4,341,530 | 0.85% |
| Kuo Tai Yang | 3,458,848 | 0.68% |
(VII) Market Price, Net Worth, Earnings, and Dividends Per Common Share and Related Information for the Recent Two Years
| Unit: NT\$ | |||||
|---|---|---|---|---|---|
| Item | Year | 2019 | 2020 | ||
| Highest | 12.6 | 12.80 | |||
| Market Price Per | Lowest | 8.99 | 4.93 | ||
| Share | Average | 10.85 | 8.87 | ||
| Net Worth Per | Before distribution | 10.01 | 7.87 | ||
| Share | After distribution | 10.01 | (Note 1) | ||
| Earnings Per | Weighted Average Shares (Thousand Shares) | 483,767 | 483,767 | ||
| Share | Before adjustment | (0.56) | (1.94) | ||
| (Note 2) | After adjustment | (0.56) | (Note 1) | ||
| Cash dividend | - | - | |||
| Dividend Per | Dividend from retained earnings | No | No | ||
| Share | Stock dividend | Dividend from capital surplus | No | No | |
| Accumulated Undistributed Dividend | No | No | |||
| Return on Investment |
Price/Earnings Ratio | (Note 3) | Not Applicable. | Not Applicable. | |
| Price/Dividend Ratio | (Note 4) | Not Applicable. | Not Applicable. | ||
| Cash Dividend Yield Rate % | (Note 5) | - | - |
Note 1: The deficit compensation is to be resolved in 2021 Shareholders' meeting.
Note 2: Calculated based on the weighted average of shares outstanding in the current year, and retroactively adjusting the number of outstanding shares issued in the next year due to capital increase by retained earnings or capital surplus.
Note 3: Price/earnings ratio = Average closing price per share for the year/Earnings per share.
Note 4: Price/dividend ratio = Average closing price per share for the year/Cash dividend per share.
Note 5: Cash dividend yield = Cash dividend per share/Average closing price per share for the year.
Note 6: The result of annualized earnings per share.
- (VIII)Company's dividend policy and implementation thereof
-
- If earnings are available for distribution at the end of a fiscal year, 10% of net earnings – that is, after offsetting any loss from prior year(s) and paying all taxes and dues shall be set aside as legal reserve and appropriate special reserve, in accordance with the Securities and Exchange Act. Then, the remaining net earnings after special reserve can be distributed along with accumulated unappropriated retained earnings from the year prior. The surplus may be partly reserved according to business situation, and the shareholder dividends will be distributed equally based on number of shares. However, in the event of an increase in capital, the dividends for the newly added shares of the year shall be handled in accordance with the resolution of the Shareholders' meeting. Dividends of the Company shall take into account the characteristics of changing business conditions, consider the impact of the life cycle of each product or service on future capital needs and taxation, and distribute them under the goal of maintaining a stable dividend. Unless there is a need for capital for improving financial structure, preparing for investment, capacity expansion, or other material capital expenditure, the distribution of dividends shall be no less than 50% of current year net profit after tax after offsetting prior year loss and appropriating legal reserve and special reserve. The cash portion shall not be less than 10% of the current year's dividends.
-
- The proposal for dividend distribution: The Company suffered loss after tax in 2020 and thus no dividend will be distributed.
- (IX) Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent Shareholders' meeting: Not applicable.
- (X) Compensation to Directors and Profit Sharing Bonus to Employees:
-
- Proportion or scope of employee profit sharing bonus and compensation to Directors as stated in the Company's Articles of Association.
If the Company has earnings, it shall set aside 2% to 3.5% of the balance as employee profit sharing bonus and no greater than 2.5% of the balance as compensation to Directors. When there is accumulated loss, the Company shall first offset the loss.
-
- The basis for estimating the amount of employee profit sharing bonus and compensation to Directors, for calculating the number of shares to be distributed, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period: Not applicable.
-
- 2020 remuneration resolved by the Board of Directors' Meeting: Not applicable.
-
- The actual distribution of employee profit sharing bonus and compensation to Directors in the previous year (2019) are as follows: Not applicable.
- (XI) Shares buy back by the Company: None.
- II. Bonds(including colonial bond): None.
- III. Preferred Shares: None.
- IV. Global Depository Shares: None.
- V. Employee Stock Options: None.
- VI. New Restricted Employee Shares: None.
- VII. Issuance of New Shares in Connection with Mergers or Acquisitions or with Acquisitions of Share of Other Companies: None.
- VIII. Implementation of the Company's Capital Utilization Plan: None.
I Business Activities
- (I) Business Scope
-
- The scope of major business and percentage
| Main products | Proportion of Business in 2020 |
|---|---|
| Fabric | 84% |
| Textured Yarn | 5% |
| Other | 11% |
| Total | 100% |
-
- Current products and new products to be developed
- (1) Commodity items: Special polyester textured yarn, LYCRA covered yarn, Suede fabric, Ultra-fine fibers and ultra-light fabrics, Functional high-density fabric, Filament and Staple blended fabric, High waterproof and breathable lamination, Smart memory fabric, Filament dyed fabric, Staple dyed fabric, SEACELL staple product, SMARTCELL staple product, ECOVERO staple product, TENCEL staple product, Yarn dyed seamless garment, 3-dimension Jacquard Knit, Ultra-thin lamination fabric, AIR FLOW lamination fabric, Washable super water repellent fabric, Graphene film lamination products, High-visibility fluorescent film lamination products, Low impedance conductive film, Development of hot compress composite products, Rendering printing series products, Digital flocking printing products, wet micro multi-hole Soft Shell, 25k/35k high functional Soft Shell, Flame Retardant Film, mask, surgical clothing, coverall, protective wear, ice plant multi-color tie dye printing series, hot foil stamp aurora film series, digital printing development module series, Recycle Dope Dyed high visible polyester, unmelt fire retardant polyester resin, industrial fire retardant cloth product, anti-bacteria series product, anti-virus product.
- (2) New products planned to be developed: Ocean recycled graphene fiber, PET film recycled-PET, Graphene fiber, PTFE fiber, Wear-resistant polyester fiber, Aerogel polyester fiber, Cordura wear-resistant elastic cloth, Wool-like lamination fabric, 5-layer breathable lamination, high fur composition seamless cloth, Quilting knitted fabric, biodegradable PET knitted fiber, Rich high-elastic knitted fabric, Lightweight knitted fabric, Healthcare compound product development, Bincho Charcoal water-proof breathable film, sealing strip, solvent free film, dry water-proof high breathable film(A1), biodegradable water-proof breathable film, Graphene water-proof breathable film, Cotton/Cordura Mixed weave blended work wear product, compound flash printing film module series.
- (II) Industry overview
-
- Current status and development
In 2020, due to pandemic, countries in Europe and the U.S. took various measures to control the spread of the pandemic, including lock down of cities or countries, shut down, etc. Major competitions such as NBA and the Tokyo Olympic Games have been suspended or put off. Global renowned sports wear and fashion apparel brands experienced a slump in their performance, shut down their stores and cut orders from upstream supply chain to weather the storm. This also impacted the textile industry in Taiwan from upstream synthetic fiber to downstream garment. The gradual lifting of the anti-pandemic lock down around the world has led to the recovery of the orders previously deferred caused by pandemic. However, the subsequent development of the overall textile industry remains conservative as the global epidemic has yet to smooth out and the global economy is still weak, making it difficult for the consumption power of the European and American markets to recover to the pre-pandemic level in the short term.
- Relationship between upstream, midstream and downstream of the industry
Textile industry is a daily necessity industry. The upstream is the polyester fiber (Polyester) industry, the raw materials used are products from the petrochemical industry. The midstream is the processing of natural fiber and synthetic fiber such as: spinning, weaving, dyeing and finishing. Downstream is the manufacturing of textiles for garment, apparel, and curtains. Please refer to pages 55-58 for the relationship between upstream, midstream and downstream of the industry.
- Product development trends and competition
In response to the pandemic, the product trends shifted from functional and fashionable to personal protection. The demand from either industry or consumers for anti-bacteria, anti-odor, safety and protection have become more imperative. Fashion brands for now also integrate anti-epidemic issue and promote daily wear with protection function to expand market demand. In the post-pandemic era, the rise of epidemic prevention awareness has led to a significant increase in the demand for masks and daily protective supplies. People are more willing to purchase through e-commerce platforms. The textile sellers react swiftly and dash into the market of anti-epidemic and digital business opportunity, which greatly increased the demand for multiple anti-epidemic function textile and the re-adjustment of consumer buying model and market competition rule by international brands.
(III) Research and Development
-
- Research and development expenditure: RD expenditure is NT\$221,900 thousand in 2020. It is expected to invest 3~4% of revenue in research and development expenses in 2021.
-
- Successfully developed technologies or new products are as follows
Ever Lifestyle Slub、Ever Pima Cotton、Ever Dryrelease、Ever Knit Soft Shell、Ever i-Fiber Leather、Ever Cool Promoting、Ever Ge Warm、Ever Lace-like Perspective Print、Ever Rainbow Reflective Print、Digital print、Ever Smart Heating Clothing、Ever Airflow Wear、Ever Polar bear Wear、Ever Recycle-PET& Bio Soft Shell、Ever Graphene Wear、Ever Aurora Foil、Ever FR WorkWear、Ever Med、Ever Film、Ever Frozen Dye、Ever flame-retarding film、Ever Anti-bacterial、Ever D3R、 Ever Stone Shone.
- (IV) Long-term and Short-term Development Plan
- Short-term: The pandemic broke out in early 2020. The industry and consumers therefore eagerly anticipat anti-bacteria, anti-odor and protective function. Everest utilized its technical platform to implement intelligent and anti-epidemic materials, and integrated existing textile design and post processing core techniques. The Company therewith leapt into the new field of knowledge in biomedicine, quickly entered the market, and successfully developed and launched antiepidemic products such as protective wear, masks, and medicine type anti-virus products. They have been proven to kill more than 99% virus within two hours. Test reports are also available to prove that the silver ion woven fabric can effectively fight against microorganism.
- Long-term: The pandemic has led to a decline in the textile industry, but the circular economy strategy and the issue of sustainable products have been gathering momentum. The three major topics of market trend, recycle, biomass and biodegradable, are testing the ability of the supply chain's responsiveness. Everest has also started to develop related products such as internal waste yarn recycling, garment recycling, biomass fiber, biomass chemicals, biomass PU film, recycled PET film, biodegradable PET, Nylon, PU, etc. In addition, the development of industrial textile has been expanded to automobile and military textile products as well as related smart wear products. Everest's pursuit of higher differentiation, more unique products, faster and more flexible response capability, more competitive costs, and more consumer-friendly textiles will become the core and key to the Company's future development.
Everest adheres to the concept of environmental friendliness and cooperates with the international brands' sustainable environmental protection policy. Combined with high-tech innovative functional textiles application, the Company focuses fields of outdoor, sports, leisure, fashion apparel market, anti-epidemic and industrial textiles to continuously create unique and high value-added textiles. Environmentally friendly materials and anti-epidemic function has become the market trend. Everest's strength is to provide raw materials and functional processing from yarn to garments. Coupled with the innovative integrated design of printing and clothing, it can provide customers with more value-added services. Everest can design initial samples based on customer needs by integrating fabric development and garment innovation, and establish long-term partnership with customers. Everest took adventage of its niche environmentally friendly fabrics and develops a series of environmentally friendly clothing to become customers' best choice of ODM environmentally friendly clothing suppliers.
II. Analysis of the Market as well as Production and Marketing Situation
(I) Market Analysis
- Sales regions of major products:
Products are mainly exported, including Europe and U.S., North East Asia including Japan and South Korea, Hong Kong, Southeast Asia, New Zealand and Australia.
- Market share:
The Company has become a strategic partner with international brand customers and has become a major supplier of internationally renowned brands. Combined with the full value chain service from fabric to cloth, the business is to be expaned to the global market.
-
- The market's future supply and demand & future growth:
- A. Extending vertical integration of the supply chain by combining the investments in the United States, Haiti and Ethiopia weaving and garment factories and using the advantages of global operations to expand external sales.
- B. Supply and demand of filament and staple fabrics and garments:
- a. For filament fabrics, the high-performance Sports and Outdoor fabrics are the main force, while the Fashion and knitting product lines are expanded to give the multiplication effect of humanities X science. The expansion of environmentally friendly and green products has led to significant growth and increased brand awareness.
- b. For staple fabrics, the products developed by using the Company's existing filament technology with staple materials are highly differentiated and have won the favor of customers.
- c. For garments:
- Combine knitted fabric and woven fabric for garment processing. Sell knitted fabrics and woven fabrics and supply them to Everest's garment factories.
- The operating model of garments orders drives the growth of fabric orders has effectively developed the entire batch of raw materials to be produced in Everest.
-
- Advantages and disadvantages of competitive niche and development prospects & countermeasures:
- A. Opportunities:
- a. The trend of regionalization and shortening supply chains created demand of localized production.
- b. The global layout and customs advantages enhanced the competitiveness in the sales market.
- c. Open a new blue ocean market through compound techniques and high production capacity with new equipment.
- d. Effectively expand the epidemic prevention market with Everest's 125 core competencies and cross-industry alliance strategies.
- e. The Group provides a full range of services with vertical integration in the industry, which can create higher value for customers' products.
- f. The early deployment of digital transformation allows the Group to effectively exert resilience in the outbreak.
- B. Challenge:
- a. Facing the new norm of fragmented chain, supply chain management became more complex and less efficient.
- b. Brand order forecasting tends to be conservative and must always be responsive to changes in the market.
- c. Foreign exchange fluctuation in various countries have increased as has the uncertainty of production costs.
- d. The epidemic has affected the textile supply chain. Industry competition has intensified due to a rush of firm entering epidemic prevention materials field.
- e. The number of R&D and marketing professionals for high-end applications are insufficient, and further cultivation is required.
- C. Responding measures:
- a. Develop diversified high-value products and explore customer needs.
- b. Exceed brand limits through the purple cow product Evertek Inside.
- c. Develop anti-epidemic product strategy through Everest's core technology.
- d. Integrate innovative service models and build a new economic and business ecosystem.
- e. Deepen the Group's digital thinking and make digital applications bloom everywhere.
- f. Build a win-win ecosystem for all stakeholders.
- g. Promote global talent sustainable development.
(II) Production Procedures of Main Products
- Major Products and Their Main Uses
| Item | Product Category | Product Item | Main purpose | |
|---|---|---|---|---|
| 1. Air Textured Yarn | 1. Suit, Skirt pants, Sports, Home & Furniture | |||
| A. Taslan Textured Yarn | 2. Different Shrinkage Yarn | 2. Dress, Shirts, Pants, Coats | ||
| 3. New Synthetic Fiber | 3. Dress, Shirts, Pants, Coats | |||
| 1. Micro Fiber | 1. Sports, Outdoor | |||
| B. Draw Textured Yarn | 2. Stretch Yarn | 2. Sports, Outdoor | ||
| Textured Yarn | 3. Recycle Draw Textured Yarn 1. Polyester Textured Yarn |
3. Sports, Outdoor 1. Deluxe Man & Women's Suits |
||
| 2. Micro Fiber | 2. Sports & Casual Wear, Wind Coats, Home & Furniture |
|||
| 3. Cationic Dyeable Texture | 3. Man & Women's Suits | |||
| Yarn | ||||
| C. False Twist Textured Yarn | 4. Thick & Thin Yarn | 4. Man's Suit Pants, Sports, Outdoor | ||
| 5. Interlace Textured Yarn | 5. Deluxe Man & Women's Suits, Pants, Sports, | |||
| Outdoor | ||||
| 6. Lycra Covery Yarn | 6. Deluxe Man & Women's Suits, Pants, Sports, | |||
| Outdoor | ||||
| 7. Functional Textured Yarn | 7. Home & Furniture, Industrial Textile | |||
| 1. Rayon like finish | 1. Dress, Blouse, Suit | |||
| 2. Silk-like finish | 2. Dress, Shirt, Men's pants, Jacket | |||
| A. New synthetic thick strong twining fiber | 3. Worsted like finish | 3. Dress, Men's pants, Business suit | ||
| 4. Suiting finish | 4. Dress, Shirt, Suit | |||
| 1. Nylon stretch woven | 1. Outdoor, Casual | |||
| (4-Way stretch) | ||||
| B. Stretch woven | 2. Polyester stretch woven | 2. Sports, Outdoor, Casual | ||
| Filament Woven | (4-Way stretch) | |||
| fabric | 1. Absorptive finishing | 1. Casual top and shorts, Sports | ||
| C. Double face woven | 2. Water repellent | 2. Pants, Coat | ||
| 3. Brushing finishing | 2. Pants, Coat | |||
| D. Ultra light weight | 1. Water repellent | 1. Casual, Sports, Coat | ||
| 2. Waterproof, Breathable | 2. Outdoor wear | |||
| E. Inelastic organization | 1. Water repellent. Glaze | 1. Coat, Down jacket | ||
| (High fine count waterproof woven | 2. Absorptive finishing | 2. Shorts, Shirt | ||
| fabric) | ||||
| 1.TR | 1.Outdoor & casual Shirt & pants | |||
| Staple Piece Dyes | Staple & filament interweaving | 2.T/C | 2.Outdoor & casual Shirt & pants | |
| fabric | 3.N/C 4.100%CM |
3.Outdoor & casual Shirt & pants 4.Outdoor & casual Shirt & pants |
||
| A. New synthetic fabric | Same with 2. A | Same as left | ||
| B. LYCRA Stretch fabric | Same with 2. B | Same as left | ||
| Dyeing and | C. Micro-fiber fabric | Same with 2. C | Same as left | |
| Finishing fabric | D. Blended fabric | Same with 2. D | Same as left | |
| E. General fabric | Same with 2. E | Same as left | ||
| F. Doeskin | Same with 2. D | Same as left | ||
| 1. Beach casual wear and sports jacket | ||||
| Printing fabric | Heat transfer printing fabric | Printing Polyester fabric | 2. Beach Men's and Women's Jackets | |
| 1. Water repellent and | 1. Casual jacket, sports jacket, windbreaker | |||
| Coating fabric | Special processing fabric | waterproof fabric | ||
| 2. Water repellent, Breathable | 2. Advanced windbreaker, snow coat, sports | |||
| and waterproof fabric | jacket | |||
| Lamination fabric Special processing fabric | Breathable and waterproof fabric 1. Mountaineering clothing | |||
| 2. Snow clothing, coldproof jacket | ||||
| A. Synthetic yarn dyed B. Spun yarn dyed |
1. Poplin 2. Dobby |
Shirt, pajamas, suit, skirt, casual pants, outerwear, wind jacket, sports wear |
||
| Yarn dyed fabric | C. Yarn dyed stretch fabric | 3. Oxford | ||
| D. Staple & filament interweaving YD | 4. Seer-sucker | |||
| E. Yarn dyed fabric with special finish | 5. Brushed fabric | |||
| A. Filament Yarn Dyed Stretch Fabric series | 1. Single Jersey Fabric | Shirting, pajamas, suiting, skirt, casual pants, | ||
| Knit Fabric | B. Nylon 66 Yarn Dyed Stretch series | 2. Double Knit Fabric | outerwear, wind jacket, sports wear | |
| C. Micro Fiber Knit Series | 3. Jacquard Fabric 4. Brushed Fabric |
|||
| 1. Flame retardant protective | 1. Industrial protective safety clothing | |||
| fabric | 2. Industrial filter material | |||
| A. Work fabric | 2. Highly visible fabric | 3. Hot compress clothing and accessories | ||
| Industrial fabric | B. Industrial material | 3. Cold/rain-proof fabric | 4. Membrane for high-tech industry | |
| C. Medical fabric | 4. PTFE membrane/yarn | 5. Medical fabrics and clothing | ||
| D. Protective series | 5. Special PU film | 6. Health protection products | ||
| 6. Surgical clothing/ medical clothing | ||||
| 7. Protective wear 8. Mask |
||||
| 9. Antibacterial fabric |
2. Major Products and Their Production Processes

| False twist | Long-staple Greige | Finished fabric | ||||||
|---|---|---|---|---|---|---|---|---|
| yarn | Fabrics | |||||||
| Filament | Weft yarn | Warp yarn | Greige | |||||
| False twist | Dividing | Twisting (1) |
Warping | Rotary washing | ||||
| Knitting | Twisting (2) |
Sizing | Relaxing | |||||
| Judging | Setting | Beaming | Pitching | |||||
| Textured Yarn |
Winding | Drawing reel |
Scouring and Desizing |
|||||
| Blending | Twist yarn | Tisser | Pre-setting | |||||
| Twisting (3) | Inspecting | Grey inspection |
Weight-reducing finish |
|||||
| Packing | Grey cloth | Dyeing | Printing | |||||
| Sales | Dyeing | Organize | ||||||
| Fabric | Bonding | |||||||
| Packing | Quality inspection | |||||||
| Sales | Fabric | |||||||
| Packing | ||||||||
| Sales |

| Greige fabric | Piece dyed fabric |
Yarn dyed fabric |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| P/D | Yarn | Grey cloth | Grey cloth | |||||||
| Y/D | Singeing | Singeing | ||||||||
| Winding | Scouring and Desizing |
Scouring and Desizing |
||||||||
| Beam warping |
Beam warping |
Yarn dyeing |
Yarn dyeing | Yarn dyeing |
Yarn dyeing |
Bleaching | Mercerization | |||
| Beam dyeing |
Dividing | Dividing | Dividing | Mercerization | Pre-setting | |||||
| Section warping |
Warping | Pre-setting | Organize | |||||||
| Warp sizing and combining |
Dyeing | Printing | Quality inspection |
|||||||
| Color yarn assorting |
Middle inspection |
Fabric | ||||||||
| Drawing-in | Organize | Packing | ||||||||
| Weaving/Knitting | Quality inspection |
Sales | ||||||||
| Greige inspection & warehousing |
Fabric | |||||||||
| Sales | Packing | |||||||||
| Sales | ||||||||||
(III) Supply Status of Main Materials
The main raw materials required by the Company for the production of various products are listed as follows according to the use and supply status of the source manufacturers:
| Major industry sectors | Main Products | Main Materials | Source of supply |
|---|---|---|---|
| A). Interlace Texture Yarn | Oriented yarn POY | Far Eastern New Century, Tainan Spinning, | |
| B). Shrinkage Yarn | HOY POY | Chung Shing, Nanya, Shinkong Nanya | |
| Textured Yarn factory | C). High Elastane Fiber | POY Stretch Yarn | Formosa Asahi, Hyosung |
| D). Ultra microfiber | Ultra micro POY | Far Eastern New Century, Chung Shing, Tainan | |
| Spinning | |||
| A). Doeskin CAMAX | EMX, UMX, SIH | Self yarn, Shinkong or Nan Ya | |
| B). Pattern high twist imitation wool | EMJ, PTW | Self yarn | |
| fabric | ACETATE PLUS | Self yarn | |
| C). Acetate fabric | ODW、UHCRP、T400、PTT | Self Yarn, INVISTA, Sinkong, Nan Ya | |
| Weaving factory | D). High elastic fabric | LYCRA+Special Yarn | Self yarn |
| E). Shape memory fabric | light weight yarn | Self yarn, Nan Ya, Chung Shing | |
| F). Ultra light fabric | Nylon Yarn | Far Eastern Fibertech, Chainlon, Zig Sheng | |
| G). Outdoor Fabric | |||
| A). CAMAX finish | |||
| B). Extremely black finish | |||
| C). Emboss and Peach | |||
| D). Suede | |||
| E). Anti-bacteria, Anti-odor, and | |||
| Anti-mosquito finish | |||
| Dyeing and finishing factory | F). Bonding | Polyester fabric | Self-developed technology |
| G). Water-repellent coating | Nylon fabric | ||
| H). New Nylon finish | |||
| I). Water repellent, Oil repellent, | |||
| and soil release finish J) YNY finish | |||
| K). Printing | |||
| L). Light coating | |||
| A). Yarn dyed plaid | COTTON | FAREAST New Century, TAINAN Spinning, | |
| B). Stretch fabric | CVC, T/C, RAYON | YEOU CHAO, FORMOSA CHEMICALS | |
| C). Staple & filament interweaving | MODAL RAYON | TAINAN Spinning, FAREAST New Century, | |
| Staple & Yarn dyed factory | D). Solid dyed | MICRO FIBER | Tung Ho, FORMOSA CHEMICALS |
| SPANDEX | FAREAST | ||
| Everest | |||
| Formosa Asahi, Hyosung | |||
| A) Computer Jacquard Fabric | Nylon Yarn | Everest Textile, Far Eastern Fibertech, Zig | |
| B) Stretch Fabric | Polyester | Sheng, Chainlon | |
| C) Seamless Garment | DOPDYE | Everest Textile, Nan Ya, FAREAST New | |
| Knit Fabric factory | SPANDEX | Century, Chung Shing | |
| Staple Yarn | Acelon, Zig Sheng | ||
| Formosa Asahi, Hyosung, The Lycra Company | |||
| Tung Ho, TAINAN Spinning, FAREAST New | |||
| Century |
(IV) Customers with sales accounted for more than 10% of total sales during any of the most recent two Years: 1. Suppliers with purchase accounted for more than 10% of total purchase during any of the most recent
| two years: | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||||
| Item | Name | Amount (in NT\$ thousand) |
Percentage to Annual Net Purchase (%) |
Relationship with the Issuer |
Name | Amount (in NT\$ thousand) |
Percentage to Annual Net Purchase (%) |
Relationship with the issuer |
| 1 | Chung Shing Textile Marketing Co., Ltd. |
255,546 | 8.9% | No | Chung Shing Textile Marketing Co., Ltd. |
418,224 | 12.0% | No |
| 2 | Xingmao Textile | 200,539 | 7.0% | No | Xingmao Textile | 298,460 | 8.6% | No |
| 3 | Far Eastern Fibertech Co., Ltd. |
173,762 | 6.1% | The parent company is the major shareholder of the Company |
Far Eastern Fibertech Co., Ltd. |
253,107 | 7.3% | The parent company is the major shareholder of the Company |
| 4 | Far Eastern New Century |
172,181 | 6.0% | The subsidiary is the major shareholder of the Company |
Chain Yarn Corporation |
239,861 | 6.9% | No |
| Others | 2,065,810 | 72.0% | Others | 2,281,773 | 65.2% | |||
| Net Purchase | 2,867,838 | 100% | Net Purchase | 3,490,495 | 100% |
Note: Changes in terms of top 4 suppliers are mainly due to the changes of the Company's product catalogue.
-
- Customers accounting for more than 10 percent of the total sales: None.
- (V) Production Quantity and Value in the Past 2 Years
| Unit: in NT\$ thousand | |||||||
|---|---|---|---|---|---|---|---|
| Year | 2020 | 2019 | |||||
| Major Product | Capacity Output | Amount | Capacity Output | Amount | |||
| Textured Yarn (Ton) | 26,616 12,851 | 1,347,900 | 26,616 15,351 | 1,686,015 | |||
| Fabric (Thousand Yards) | 160,000 | 90,155 | 6,641,936 143,000 | 96,565 7,671,006 | |||
| Total | 7,989,836 | 9,357,021 |
(VI) Sales Quantity and Value in the Past 2 Years
| Unit: in NT\$ thousand | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year | 2020 | 2019 | |||||||
| Domestic | Export | Domestic | Export | ||||||
| Major Product | Volume | Value | Volume | Value | Volume | Value | Volume | Value | |
| Textured Yarn (Ton) | 4,810 | 323,774 | 477 | 47,520 | 8,420 | 568,942 | 786 | 95,671 | |
| Fabric (Thousand Yards) | 4,855 | 396,697 | 69,269 5,799,853 | 7,619 | 556,578 | 83,220 | 7,349,912 | ||
| Others | 108,493 | 667,541 | 91,156 | 201,368 | |||||
| Total | 828,964 | 6,514,914 | 1,216,676 | 7,646,951 |
III. Employee Information in the Past Two Years
| Year | 2019 | 2020 | As of March 31, 2021 | |
|---|---|---|---|---|
| No. of | Company cadres | 279 | 527 | 491 |
| employees | Staff /technician | 7,499 | 7,421 | |
| Total | 6,172 6,451 |
8,026 | 7,912 | |
| 34.9 | 35.7 | 35.9 | ||
| Average year of services | 7.9 | 5.1 | 5.2 | |
| Doctor's degree | 0.1% | 0.1% | 0.1% | |
| Education | Master's degree | 0.2% | 1.2% | 1.2% |
| distribution | University or college | 28.0% | 19.4% | 19.5% |
| ratio(Note) | Senior High School | 52.0% | 66.1% | 67.5% |
| Below Senior High School | 19.7% | 13.2% | 11.7% | |
(I) Employee information of the past two years and as of March 31, 2021
Note: Foreign workers are not included in education distribution ratio calculation.
IV. Environmental Protection Expenditure
- (I) Total amount of losses (including compensation) and penalties incurred due to environmental pollution in the most recent fiscal year up to the publication date of this annual report: The Company was imposed with a fine totaling NT\$1.665 million for violating the Air Pollution Control Act..
- (II) Corresponding countermeasures (including improvement measures) and possible expenditures: After the improvement of the air pollutant prevention and control processes, , no air pollution and other violations had occurred as of the publication date of the annual report.
V. Labor Relations
- (I) Employee benefits and implementation status:
-
- Employee beneifts:
Group insurance, Year-end bonus, Welfare benefits (wedding, birth, death, serious injury, and serious accident). The Welfare committee provides benefits such as employee travel, club activities, sirthday coupon, shopping discount program, shildren scholarship and welfare subsidy for wedding and funeral, etc.
-
- Continuing education, training and implementation status
- (1) The Company has established human resource management procedures to enhance the job skill and professional knowledge of new and existing employees through education and training in order to improve productivity and work quality.
- (2) According to the job needs and individual's potential in development, Everest selects employees to participate in various trainings held by professional training institutes.
- (3) Everest has set up a complete regulation and SOP database on the NOTES system to allow all employees to browse and search so that employees can absorb new knowledge and improve the effectiveness of trainings.
- (4) In 2020, Everest has provided various professional and vocational training courses, including 18 external training courses and 482 internal training courses, which are 2,218 hours in total.
-
- Retirement system and the implementation situation:
The Company has pension rules that apply to all full-time employees, including President. The Company makes monthly contributions to the staff pension fund and pays out retirement payment according to law. With effect from 1 July 2005, the Company makes monthly contributions to the labor pension account in accordance with the "Labor Pension Act" for those under the New Retirement Scheme. For employees under the old system, contributions are made to the old pension account by the end of March each year to cover the difference in the current year.
- Employee-employer Agreements and Measures Taken to Safeguard Employees' Interests
The Company deals with labor relations based on the business philosophy of co-existence and prosperity. Therefore, it attaches great importance to the opinions of employees. Employees are able to reflect their problems at any time through formal and informal communication channels of the Company, so they can better understand and relate to each other, form consensus and improve performance.
-
- Protection Measures for Work Environment and Employees' Personal Safety
- (1) In order to improve the safety of emergency evacuation operations, a hybrid training course on earthquake, fire and poison was held in 2020 with 229 participants, to safeguard personnel safety.
- (2) A safety and health management office has been set up to prepare occupational safety and health management plans, assist in the improvement of safety and health hazards at all on-site units, formulate emergency response mechanisms and reporting system to implement safety and health management and ensure the safety and health of employees.
- (3) During 2020, the Company conducted education and training courses to promote safety and health, with a total of 3 classes and 210 participants, to enhance employees' awareness of safety and health hazards, their abilities required for work, and achieve employees' physical and mental health.
- (4) When outsourcing the Company's works to suppliers and contractors, communication and coordination of relevant safety and health issues were undertaken at the pre-construction organization meetings to comply with the requirements of the factory, and ensure safety measures and control procedures at work are well done. 311 safety permits for work were applied in 2020.
- (5) The Company has obtained ISO45001 certification of occupational safety and health management system and ISO14001 certification of environmental management system. The certifications are renewed annually through the certification company DNV. The Company actively promotes safety and health management, clean production, pollution prevention, energy resource saving and waste reduction. The Company intends to reduce potential environmental, safety, and health hazards and improve environmental and safety and health management performance through continuous improvement of the management system.
- (6) In 2020, to comply with the "Regulations on Labor Health Protection", the Company provides onsite doctor visits for health services on monthly basis. The on-site visit service includes: 1. training and instruction on health 2. medical service 3. individual care 4. new employee health evaluation and management. 5.Blood pressure test 6. medical consultation and health education services 7. health education guidance by medical staff 8. health resume establishment 9. selection and allocation of labor 10. number of on-site visits by doctors 11. health promotion courses 12. charity blood donation 13. occupational disease prevention. There were 4,384 persons in total, and healthy workforce were facilitated.
- (7) 2020 annual regular inspection of the Company's 260 statutory hazardous machinery and equipment, including the first type pressure vessel, boiler, and LPG storage tank, all passed the inspection to ensure the safety of the plant's hazardous machinery and equipment comply with regulations and operational safety.
- (8) During 2020, the Environmental Safety and Health Department conducted factory safety and health audits, items audited included pinch, falling, fire, electric shock, falling objects, contact with hazardous substances, etc., with a total improvement of 150 individual items to provide a safe workplace environment for all factory employees.
- (II) 1. Any loss suffered by the Company in the most recent fiscal year and up to the annual report publication date due to labor disputes: The Company was imposed with a fine totaling NT\$ 390,000 for violating the of the Labor Standards Act.
-
- Current and future potential estimated amount and response measures: None.
VI. Important Contracts
| Nature of Contract | Counterparty | Term | Major contents | Restrictive Covenants |
|---|---|---|---|---|
| Long-Term Loan Contract | O-Bank | 2020.04-2023.04 | Interim and long term Credit Extension Contract |
None |
| Long-Term Loan Contract | Mega International Commercial Bank |
2019.09-2024.09 | Interim and long term Credit Extension Contract |
None |
| Long-Term Loan Contract | Shin Kong Bank | 2019.07-2022.07 | Interim and long term Credit Extension Contract |
None |
| Long-Term Loan Contract | Shin Kong Bank | 2019.01-2022.01 | Interim and long term Credit Extension Contract |
None |
| Long-Term Loan Contract | Yuanta Bank | 2020.02-2023.02 | Interim and long term Credit Extension Contract |
None |
| Long-Term Loan Contract | Hua Nan Bank | 2020.06-2023.06 | Interim and long term Credit Extension Contract |
None |
| Long-Term Loan Contract | The Shanghai Commercial and Savings Bank |
2020.04-2023.04 | Interim and long term Credit Extension Contract |
None |
| Long-Term Loan Contract | The Shanghai Commercial and Savings Bank |
2020.12-2023.12 | Interim and long term Credit Extension Contract |
None |
| Long-Term Loan Contract | KGI Bank | 2020.09-2022.09 | Interim and long term Credit Extension Contract |
None |
| Long-Term Loan Contract | E. Sun Bank | 2019.10-2021.10 | Interim and long term Credit Extension Contract |
None |
| Long-Term Loan Contract | Bank SinoPac | 2020.03-2023.03 | Interim and long term Credit Extension Contract |
None |
| Long-Term Loan Contract | Bank SinoPac | 2020.02-2023.02 | Interim and long term Credit Extension Contract |
None |
| Long-Term Loan Contract | Bangkok Bank | 2019.06-2022.06 | Interim and long term Credit Extension Contract |
None |
I. Condensed Balance Sheets and Statement of Comprehensive Income for the Past Five Fiscal Years
- (I) Condensed balance sheets and comprehensive income statement IFRSs (Consolidated)
-
- Condensed balance sheets
| Unit: in Thousand NTD | |
|---|---|
| ----------------------- | -- |
| Year | Financial data over the past 5 years | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Item | 2016 | 2017 | 2018 | 2019 | 2020 | ||||
| Current Assets | 5,761,128 | 6,094,927 | 6,075,663 | 6,373,638 | 7,045,992 | ||||
| Property, Plant and Equipment | 3,646,022 | 5,378,453 | 6,132,633 | 6,302,525 | 5,740,814 | ||||
| Intangible Assets | - | - | - | - | - | ||||
| Other Assets | 409,681 | 413,468 | 280,076 | 846,933 | 778,290 | ||||
| Total Assets | 9,816,831 | 11,886,848 | 12,488,372 | 13,523,096 | 13,565,096 | ||||
| Current | Before Distribution |
3,581,375 | 5,480,074 | 6,201,807 | 5,574,424 | 6,246,913 | |||
| Liabilities | After Distribution | 3,769,851 | 5,480,074 | 6,201,807 | 5,574,424 | (Note 1) | |||
| Non-current Liabilities | 1,552,154 | 1,128,617 | 3,108,539 | 3,511,863 | |||||
| Total Liabilities | Before Distribution |
1,373,109 4,954,484 |
7,032,228 | 7,330,424 | 8,682,963 | 9,758,776 | |||
| After Distribution | 5,142,960 | 7,032,228 | 7,330,424 | 8,682,963 | (Note 1) | ||||
| Profit and/or Loss Attributable to Parent Company |
4,862,333 | 4,854,604 | 5,157,940 | 4,840,122 | 3,806,311 | ||||
| Equity | 4,711,891 | 4,900,367 | 4,998,374 | 5,098,341 | 5,098,341 | ||||
| Capital Reserve | 89,004 | 102,487 | 99,644 | 99,644 | 99,644 | ||||
| Retained | Before Distribution |
593,210 | 397,611 | 439,444 | 41,861 | (894,813) | |||
| Earnings | After Distribution | 404,734 | 397,611 | 439,444 | 41,861 | (Note 1) | |||
| Other Equity | (66,093) | (80,182) | (46,686) | (66,888) | (164,025) | ||||
| Treasury Stock | (465,679) | (465,679) | (332,836) | (332,836) | (332,836) | ||||
| Non-controlling Interests | 14 | 16 | 8 | 11 | 9 | ||||
| Total Equity | Before Distribution |
4,862,347 | 4,854,620 | 5,157,948 | 4,840,133 | 3,806,320 | |||
| After Distribution | 4,673,871 | 4,854,620 | 5,157,948 | 4,840,133 | (Note 1) |
Note 1: The deficit compensation is to be resolved in 2021 Shareholders' meeting.
| Unit: in Thousand NTD (except (losses) earnings per share: NT\$) | |||||||
|---|---|---|---|---|---|---|---|
| Financial data over the past 5 years | |||||||
| Year Item |
2016 | 2017 | 2018 | 2019 | 2020 | ||
| Revenue | 8,810,486 | 8,847,214 | 9,405,379 | 8,863,627 | 7,343,877 | ||
| Gross Profit | 1,934,751 | 1,736,076 | 1,689,823 | 1,385,905 | 572,006 | ||
| Operating Income | 599,378 | 353,970 | 237,577 | (41,640) | (851,834) | ||
| Non-operating Income and Loss | 16,882 | (50,771) | 38,862 | (110,163) | (80,428) | ||
| Income before Income Tax (Loss) |
616,260 | 303,199 | 276,439 | (151,803) | (932,262) | ||
| Net Income from Continuing Operations (Loss) |
524,427 | 215,146 | 157,357 | (271,956) | (936,989) | ||
| Loss from Discontinued Operations |
- | - | - | - | - | ||
| Net Income (Loss) after Tax | 524,427 | 215,146 | 157,357 | (271,956) | (936,989) | ||
| Other Comprehensive Income (Loss) (Net Income after Tax) |
(122,776) | (47,880) | 13,589 | (45,859) | (96,824) | ||
| Total Comprehensive Income | 401,651 | 167,266 | 170,946 | (317,815) | (1,033,813) | ||
| Net income (Loss) Attributable to Shareholders of the Parent |
524,423 | 215,144 | 157,365 | (271,959) | (936,987) | ||
| Net Income (Loss) Attributable to Non-Controlling Interests |
4 | 2 | (8) | 3 | (2) | ||
| Total Comprehensive Income Attributable to Shareholders of the Parent |
401,647 | 167,264 | 170,954 | (317,818) | (1,033,811) | ||
| Total Comprehensive Income Attributable to Non-Controlling Interests |
4 | 2 | (8) | 3 | (2) | ||
| Earnings Per Share (Net Loss) | 1.15 | 0.46 | 0.33 | (0.56) | (1.94) |
2. Condensed Statement of Comprehensive Income
(II) Condensed balance sheets and statement of comprehensive income - IFRSs (Individual)
| Unit: in Thousand NTD | ||||||
|---|---|---|---|---|---|---|
| Year | Financial data over the past 5 years | |||||
| Item | 2016 | 2017 | 2018 | 2019 | 2020 | |
| Current Assets | 3,888,833 | 4,835,308 | 4,682,785 | 4,660,672 | 4,953,252 | |
| Property, Plant and Equipment | 2,616,209 | 2,847,783 | 2,851,269 | 2,706,961 | 2,528,072 | |
| Intangible Assets | - | - | - | - | - | |
| Other Assets | 2,166,985 | 2,660,110 | 2,739,950 | 3,197,705 | 3,371,091 | |
| Total Assets | 8,672,027 | 10,343,201 | 10,274,004 | 10,565,338 | 10,852,415 | |
| Current | Before Distribution |
2,436,585 | 3,936,443 | 4,467,447 | 3,538,701 | 4,250,113 |
| Liabilities | After Distribution | 2,625,061 | 3,936,443 | 4,467,447 | 3,538,701 | (Note 1) |
| Non-current Liabilities | 1,373,109 | 1,552,154 | 648,617 | 2,186,515 | 2,795,991 | |
| Total Liabilities | Before Distribution |
3,809,694 | 5,488,597 | 5,116,064 | 5,725,216 | 7,046,104 |
| After Distribution | 3,998,170 | 5,488,597 | 5,116,064 | 5,725,216 | (Note 1) | |
| Profit and/or Loss Attributable to Parent Company |
4,862,333 | 4,854,604 | 5,157,940 | 4,840,122 | 3,806,311 | |
| Equity | 4,711,891 | 4,900,367 | 4,998,374 | 5,098,341 | 5,098,341 | |
| Capital Reserve | 89,004 | 102,487 | 99,644 | 99,644 | 99,644 | |
| Retained | Before Distribution |
593,210 | 397,611 | 439,444 | 41,861 | (894,813) |
| Earnings | After Distribution | 404,734 | 397,611 | 439,444 | 41,861 | (Note 1) |
| Other Equity | (66,093) | (80,182) | (46,686) | (66,888) | (164,025) | |
| Treasury Stock | (465,679) | (465,679) | (332,836) | (332,836) | (332,836) | |
| Non-controlling Interests | - | - | - | - | - | |
| Total Shareholders' |
Before Distribution |
4,862,333 | 4,854,604 | 5,157,940 | 4,840,122 | 3,806,311 |
| Equity | After Distribution | 4,673,857 | 4,854,604 | 5,157,940 | 4,840,122 | (Note 1) |
Note 1: The deficit compensation is to be resolved in 2021 shareholders' meeting.
| Unit: in Thousand NTD (except (losses) earnings per share: NT\$) | |||||||
|---|---|---|---|---|---|---|---|
| Year | Financial data over the past 5 years | ||||||
| Item | 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Revenue | 6,591,570 | 6,505,688 | 6,610,889 | 5,993,003 | 5,174,017 | ||
| Gross Profit | 1,307,104 | 1,088,161 | 1,021,016 | 828,583 | 119,456 | ||
| Operating Income | 240,871 | 61,194 | 56,611 | (61,495) | (757,712) | ||
| Non-operating Income and Loss | 322,224 | 170,413 | 130,447 | (202,013) | (176,442) | ||
| Income before Income Tax (Loss) | 563,095 | 231,607 | 187,058 | (263,508) | (934,154) | ||
| Net Income from Continuing Operations (Loss) |
524,423 | 215,144 | 157,365 | (271,959) | (936,987) | ||
| Loss from Discontinued Operations | - | - | - | - | - | ||
| Net Income (Loss) after Tax | 524,423 | 215,144 | 157,365 | (271,959) | (936,987) | ||
| Other Comprehensive Income (Loss) (Net Income after Tax) |
(122,776) | (47,880) | 13,589 | (45,859) | (96,824) | ||
| Total Comprehensive Income | 401,647 | 167,264 | 170,954 | (317,818) | (1,033,811) | ||
| Net income (Loss) Attributable to Shareholders of the Parent |
524,423 | 215,144 | 157,365 | (271,959) | (936,987) | ||
| Net Income (Loss) Attributable to Non-Controlling Interests |
- | - | - | - | - | ||
| Total Comprehensive Income Attributable to Shareholders of the Parent |
401,647 | 167,264 | 170,954 | (317,818) | (1,033,811) | ||
| Total Comprehensive Income Attributable to Non-Controlling Interests |
- | - | - | - | - | ||
| Earnings Per Share (Net Loss) | 1.15 | 0.46 | 0.33 | (0.56) | (1.94) |
- Condensed Statement of Comprehensive Income
(V) The name of CPAs conducting financial audits in the most recent five years and their audit opinions
| Year | Name of CPAs | Audit Opinion |
|---|---|---|
| 2016 | Wang,Yan-Jing & Sophie Lee | Unqualified opinion with other matter paragraph |
| 2017 | Wang,Yan-Jing & Sophie Lee | Unqualified opinion with other matter paragraph |
| 2018 | Sophie Lee & Li Yuan Guo | Unqualified opinion with other matter paragraph |
| 2019 | Sophie Lee & Li Yuan Guo | Unqualified opinion with other matter paragraph |
| 2020 | Lou Liao & Li Yuan Guo | Unqualified opinion with other matter paragraph |
II. Financial Analyses for the Past Five Fiscal Years
| Year | Financial Analyses for the Past Five Fiscal Years | |||||
|---|---|---|---|---|---|---|
| Item | 2016 | 2017 | 2018 | 2019 | 2020 | |
| Debts to Assets Ratio (%) | 50.47 | 59.16 | 58.70 | 64.19 | 71.94 | |
| Financial Structure |
Long-term Fund to Property, Plant and Equipment Ratio (%) |
171.02 | 119.12 | 102.51 | 126.12 | 127.48 |
| Current Ratio (%) | 160.86 | 111.22 | 97.97 | 114.36 | 112.79 | |
| Liquidity | Quick Ratio (%) | 56.29 | 34.53 | 23.09 | 26.14 | 35.44 |
| Times Interest Earned | 13.22 | 5.80 | 4.23 | (0.30) | (8.19) | |
| Receivables Turnover (Times) |
7.95 | 6.89 | 7.34 | 7.65 | 5.94 | |
| Days Sales Outstanding | 46 | 53 | 50 | 48 | 61 | |
| Operating | Inventory Turnover (Times) |
1.90 | 1.84 | 1.80 | 1.62 | 1.44 |
| Payables Turnover (Times) |
10.08 | 8.93 | 8.87 | 9.82 | 10.50 | |
| Performance Analysis |
Average Inventory Turnover Days |
193 | 199 | 202 | 226 | 253 |
| Property, Plant and Equipment Turnover (Times) |
2.48 | 1.96 | 1.63 | 1.43 | 1.22 | |
| Total Assets Turnover (Times) |
0.91 | 0.82 | 0.77 | 0.68 | 0.54 | |
| ROA (%) | 5.82 | 2.47 | 1.85 | (1.37) | (6.32) | |
| ROE (%) | 10.84 | 4.43 | 3.14 | (5.44) | (21.67) | |
| Profitability | Pre-tax Income to Paid-in Capital Ratio (%) |
13.08 | 6.19 | 5.53 | (2.98) | (18.29) |
| Net Margin (%) | 5.95 | 2.43 | 1.67 | (3.07) | (12.76) | |
| Earnings Per Share (NT\$) |
1.20 | 0.47 | 0.33 | (0.56) | (1.94) | |
| Cash Flow Ratio (%) | 12.12 | 0.74 | 5.31 | 0.57 | (5.04) | |
| Cash Flow | Cash Flow Adequacy Ratio (%) |
77.29 | 39.07 | 31.22 | 23.37 | 6.98 |
| Cash Reinvestment Ratio (%) |
0.55 | (1.44) | 3.19 | 0.27 | (2.75) | |
| Operating Leverage | 4.97 | 7.90 | 12.45 | (68.94) | (2.27) | |
| Leverage | Financial Leverage | 1.09 | 1.22 | 1.56 | 0.26 | 0.89 |
(I) Financial Analysis--IFRS (Consolidated Financial Statement Analysis)
Analysis of deviation of 2020 vs. 2019 consolidated financial ratio over 20%:
-
Quick ratio increased due to increase of cash and accounts receivables.
-
Times Interest Earned decreased due to increase of net loss before tax.
-
Receivables turnover decreased due to decreased net sales caused by pandemic.
-
Days Sales Outstanding increased due to decreased net sales caused by pandemic.
-
Total assets turnover rate decreased due to decreased net sales caused by pandemic.
-
ROA decreased due to increase of net loss before tax and increase of ending total assets.
-
ROE decreased due to increase of net loss before tax.
-
Net loss before tax to capital decreased due to increase of net loss before tax.
-
Profit margin decreased due to increase of net loss before tax.
-
Earnings per share decreased due to increase of net loss before tax.
-
Cashflow ratio decreased due to decrease of net cash inflow from operating activity.
-
Decrease of net cashflow adequacy ratio due to decrease of net cash inflow from operating activity and increase of inventory caused by pandemic.
-
Cash reinvestment ratio decreased due to decrease of net cash inflow from operating activity.
-
Operating leverage increased due to increase of operating net loss.
-
Financial leverage increased due to increase of operating net loss.
The calculation formula is as follows:
-
- Financial Structure
- (1) Liabilities to Total Assets =Total Liabilities/Total Assets
- (2) Long-Term Fund to Property, Plant, and Equipment= (Total Shareholders' Equity + Long-Term Liabilities)/Net Property, Plant, and Equipment
-
- Liquidity Analysis
- (1) Current Ratio=Current Assets/Current Liabilities
- (2) Quick Ratio= (Current Assets-Inventory-Prepayment)/Current Liabilities
- (3) Times Interest Earned = Income Before Interest and Tax/Interest Expenses
-
- Operating Performance
- (1) Receivables (including accounts receivable and notes receivable resulting from operation) Turnover = Net Sales / Average Accounts Receivable (including accounts receivable and notes receivable resulting from operation)
- (2) Days Sales Outstanding = 365 /Receivables Turnover
- (3) Inventory Turnover=Cost of Sales/Average Inventory
- (4) Payables (including accounts payable and notes payable resulting from operation) Turnover = Net Sales / Average Accounts Payable (including accounts payable and notes payable resulting from operation)
- (5) Average Payment Turnover=365/Inventory Turnover
- (6) Property, Plant and Equipment Turnover = Net Sales/Average Net Property, Plant and Equipment
- (7) Total Assets Turnover Rate = Net Sales/Average Total Assets
-
- Profitability
- (1) ROA = [Income After Income Tax + Interest Expense*(1-Tax Rate)]/Average Total Assets.
- (2) ROE = Income After Income Tax/Average Shareholders' Equity
- (3) Profit margin = Income After Income Tax/Net Sales
- (4) Earnings Per Share = (Income Attributable to Parent Company Preferred Stock Dividend)/Weighted Average Number of Shares
-
- Cash flow
- (1) Cash flow ratio=Net cash flow from operating activities/current liabilities
- (2) Net Cash Flow Adequacy Ratio= Net Cash Flow from Operating Activities in the Most Recent Five Years/ (Capital Spending + Increase in Inventory + Cash Dividend) in the Most Recent Five Years
- (3) Cash Reinvestment Ratio = (Net Cash Flow from Operating Activities Cash Dividend)/(Gross Property, Plant, and Equipment + Long-Term Investment + Other Non-Current Assets + Working Capital).
-
- Leverage:
- (1) Operating Leverage = (Net Operating Revenue Variable Costs and Operating Expenses) / Operating Income
- (2) Financial Leverage=Operating Income/ (Operating Income-Interest Expenses)
| Year | Financial Analyses for the Past Five Fiscal Years | |||||
|---|---|---|---|---|---|---|
| Item | 2016 | 2017 | 2018 | 2019 | 2020 | |
| Debts to Assets Ratio (%) | 43.93 | 53.06 | 49.80 | 54.16 | 64.93 | |
| Financial Structure |
Long-Term Fund to Property, Plant, and Equipment (%) |
238.34 | 224.97 | 203.65 | 259.58 | 261.16 |
| Current Ratio (%) | 159.60 | 122.83 | 104.82 | 131.77 | 116.54 | |
| Liquidity | Quick Ratio (%) | 59.99 | 54.07 | 41.90 | 46.90 | 49.93 |
| Times Interest Earned | 24.09 | 6.95 | 5.38 | (4.50) | (16.19) | |
| Receivables Turnover (Times) |
8.03 | 7.13 | 7.34 | 8.28 | 6.17 | |
| Days Sales Outstanding | 45 | 51 | 50 | 44 | 59 | |
| Inventory Turnover (Times) | 2.27 | 2.15 | 2.06 | 1.79 | 1.75 | |
| Operating Performance Analysis Profitability Cash Flow Leverage |
Payables Turnover (Times) | 12.30 | 10.91 | 10.08 | 9.94 | 10.43 |
| Average Inventory Turnover Days |
161 | 170 | 177 | 204 | 208 | |
| Property, Plant and Equipment Turnover (Times) |
2.65 | 2.38 | 2.32 | 2.16 | 1.98 | |
| Total Assets Turnover (Times) |
0.77 | 0.68 | 0.64 | 0.58 | 0.48 | |
| ROA (%) | 6.39 | 2.60 | 1.86 | (2.24) | (8.35) | |
| ROE (%) | 10.84 | 4.43 | 3.14 | (5.44) | (21.67) | |
| Pre-tax Income to Paid-in Capital Ratio (%) |
11.95 | 4.73 | 3.74 | (5.17) | (18.32) | |
| Net Margin (%) | 7.96 | 3.31 | 2.38 | (4.54) | (18.11) | |
| Earnings Per Share (NT\$) | 1.20 | 0.47 | 0.33 | (0.56) | (1.94) | |
| Cash Flow Ratio (%) | 0.21 | (24.36) | 12.65 | (3.05) | (14.09) | |
| Cash Flow Adequacy Ratio (%) |
69.54 | 16.37 | 20.47 | 3.52 | (35.10) | |
| Cash Reinvestment Ratio (%) |
(4.54) | (14.49) | 7.82 | (1.29) | (7.44) | |
| Operating Leverage | 8.06 | 29.37 | 30.04 | (23.64) | (0.89) | |
| Financial Leverage | 1.11 | 2.75 | 4.07 | 0.56 | 0.93 |
(II) Financial Analysis--IFRS (Individual Financial Statement Analysis)
Analysis of deviation of 2020 vs. 2019 individual financial ratio over 20%:
-
Liability to assets ratio increased due to increase of short-term notes payable.
-
Times Interest Earned decreased due to net loss before tax and increase of interest expense.
-
Receivables turnover decreased due to decreased net sales caused by pandemic.
-
Days Sales Outstanding increased due to decrease of net sales caused by pandemic.
-
ROA decreased due to net loss before tax and increase of ending total assets.
-
ROE decreased due to net loss before tax.
-
Pre-tax Income to Paid-in Capital Ratio decreased due to decrease of net sales caused by pandemic and increase of net loss before tax.
-
Net margin decreased due to increase of net loss before tax.
-
Earnings per share decreased due to increase of net loss before tax.
-
Cash flow ratio decreased due to decrease of net cash inflow from operating activities.
-
Net cash flow adequacy ratio decreased due to decrease of net cash inflow from operating activities caused by pandemic and increase of inventory.
-
Cash reinvestment ratio decreased due to decrease of net cash inflow from operating activities.
-
Operating leverage increased due to decrease of net sales caused by pandemic and increase of operating loss.
-
Financial leverage increased due to increase of operating loss.
The calculation formula is as follows:
-
- Financial Structure
- (1) Liabilities to Total Assets =Total Liabilities/Total Assets
- (2) Long-Term Fund to Property, Plant, and Equipment= (Total Shareholders' Equity + Long-Term Liabilities)/Net Property, Plant, and Equipment
-
- Liquidity Analysis
- (1) Current Ratio=Current Assets/Current Liabilities
- (2) Quick Ratio= (Current Assets-Inventory-Prepayment)/Current Liabilities
- (3) Times Interest Earned = Income Before Interest and Tax/Interest Expenses
-
- Operating Performance
- (1) Receivables (including accounts receivable and notes receivable resulting from operation) Turnover = Net Sales / Average Accounts Receivable (including accounts receivable and notes receivable resulting from operation)
- (2) Days Sales Outstanding = 365 /Receivables Turnover
- (3) Inventory Turnover=Cost of Sales/Average Inventory
- (4) Payables (including accounts payable and notes payable resulting from operation) Turnover = Net Sales / Average Accounts Payable (including accounts payable and notes payable resulting from operation)
- (5) Average Payment Turnover=365/Inventory Turnover
- (6) Property, Plant and Equipment Turnover = Net Sales/Average Net Property, Plant and Equipment
- (7) Total Assets Turnover Rate = Net Sales/Average Total Assets
-
- Profitability
- (1) ROA = [Income After Income Tax + Interest Expense*(1-Tax Rate)]/Average Total Assets.
- (2) ROE = Income After Income Tax/Average Shareholders' Equity
- (3) Profit margin = Income After Income Tax/Net Sales
- (4) Earnings Per Share = (Income Attributable to Parent Company Preferred Stock Dividend)/Weighted Average Number of Shares
-
- Cash flow
- (1) Cash flow ratio=Net cash flow from operating activities/current liabilities
- (2) Net Cash Flow Adequacy Ratio= Net Cash Flow from Operating Activities in the Most Recent Five Years/ (Capital Spending + Increase in Inventory + Cash Dividend) in the Most Recent Five Years
- (3) Cash Reinvestment Ratio = (Net Cash Flow from Operating Activities Cash Dividend)/(Gross Property, Plant, and Equipment + Long-Term Investment + Other Non-Current Assets + Working Capital).
-
- Leverage:
- (1) Operating Leverage = (Net Operating Revenue Variable Costs and Operating Expenses) / Operating Income
- (2) Financial Leverage=Operating Income/ (Operating Income-Interest Expenses)
III. Audit Committee's Audit Report on the Financial Statements for the Most Recent Year
The Company's 2020 Audit Committee Review Report.
The 2020 business report, financial statements, and loss appropriation proposed by Board of Directors has been approved. Lou Liao and Li Yuan Guo from Deloitte Taiwan were retained to audit the Financial Statements and have issued an audit report.
The Business Report, Financial Statements, and loss offset proposal have been reviewed and determined to be correct and accurate by the Audit Committee. According to the Securities and Exchange Act and the Company Act, we hereby submit this report.
To: 2021 Annual Shareholders' Meeting
Convener of the Audit Committee: Yin Chi Chuang
March 29, 2021
- IV. Financial Difficulties of the Company and Its Affiliates: None.
- V. Audited Consolidated Financial Statements for the Most Recent Fiscal Year: Please refer to appendix A
- VI. Audited Individual Financial Statements for the Most Recent Fiscal Year: Please refer to appendix B
I. Financial Status
Unit: in Thousand NTD
| Year | Increase (Decrease) | |||
|---|---|---|---|---|
| Item | 2020 | 2019 | Amount | Percentage |
| Current Assets | 7,045,992 | 6,373,638 | 672,354 | 11% |
| Property, Plant and Equipment | 5,740,814 | 6,302,525 | (561,711) | -9% |
| Other Assets | 778,290 | 846,933 | (68,643) | -8% |
| Total Assets | 13,565,096 | 13,523,096 | 42,000 | 0.3% |
| Current Liabilities | 6,246,913 | 5,574,424 | 672,489 | 12% |
| Non-current Liabilities | 3,511,863 | 3,108,539 | 403,324 | 13% |
| Total Liabilities | 9,758,776 | 8,682,963 | 1,075,813 | 12% |
| Capital (Less Treasury Stock) | 4,765,505 | 4,765,505 | - | 0% |
| Capital Reserve | 99,644 | 99,644 | - | 0% |
| Retained Earnings | (894,813) | 41,861 | (936,674) | N/A |
| Other Shareholders' Equity | (164,025) | (66,888) | (97,137) | N/A |
| Non-controlling Interests | 9 | 11 | (2) | -18% |
| Total Shareholders' Equity | 3,806,320 | 4,840,133 | (1,033,813) | -21% |
| Note: Analysis on items with movement of more than 20% and above NT\$10 million. 1. Retained earnings decreased due to net loss after tax. |
- Shareholders' equity decreased due to net loss after tax.
II. Financial Performance
Unit: in Thousand NTD
| Year | Increase (Decrease) | |||
|---|---|---|---|---|
| Description | 2020 | 2019 | Amount | Percentage |
| Net Sales | 7,343,877 | 8,863,627 | (1,519,750) | -17% |
| Cost of Sales | 6,771,871 | 7,477,722 | (705,851) | -9% |
| Gross Profit | 572,006 | 1,385,905 | (813,899) | -59% |
| Operating Expenses | 1,424,413 | 1,427,431 | (3,018) | -0.2% |
| Operating Income | (851,834) | (41,640) | (810,194) | N/A |
| Non-operating Income and Loss | (80,428) | (110,163) | 29,735 | N/A |
| Other Income | 121,472 | 58,366 | 63,106 | 108% |
| Gain on Disposal of Investments | - | - | - | - |
| Foreign Exchange Gain (Loss), net | (105,964) | (67,957) | (38,007) | N/A |
| Others | 5,487 | 16,121 | (10,634) | -66% |
| Interest Expense | 101,423 | 116,693 | (15,270) | -13% |
| Net Income(Loss) Before Tax | (932,262) | (151,803) | (780,459) | N/A |
| Income Tax Expense(Gain) | 4,727 | 120,153 | (115,426) | -96% |
| Net Income (Loss) after Tax | (936,989) | (271,956) | (665,033) | N/A |
| Other comprehensive income (after tax) | (96,824) | (45,859) | (50,965) | N/A |
| Total Comprehensive Income | (1,033,813) | (317,815) | (715,998) | N/A |
| Net Income Attributable to Shareholders of the Parent |
(936,987) | (271,959) | (665,028) | N/A |
| Net Income Attributable to Non controlling Interests |
(2) | 3 | (5) | -167% |
| Total Comprehensive Income Attributable to Shareholders of the Parent |
(1,033,811) | (317,818) | (715,993) | N/A |
| Total Comprehensive Income Attributable to Non-controlling Interests |
(2) | 3 | (5) | -167% |
| Earnings Per Share | (1.94) | (0.56) | (1.38) | N/A |
(I) Analysis of changes:
-
- Gross profit decreased due to decrease of revenue caused by pandemic.
-
- Operating income decreased due to decrease of revenue caused by pandemic.
-
- Non-operating income increased due to subsidy from government for pandemic relief.
-
- Foreign exchange loss increased due to appreciation of NTD.
-
- Others decreased due to decrease of non-operating loss.
-
- Net loss before tax increased due to decrease of revenue caused by pandemic.
-
- Income tax expense decreased due to increase of net loss before tax.
-
- Increase of net loss, other comprehensive loss, total comprehensive loss, decrease of net income attributable to shareholders of the parent, net income attributable to non-controlling interests, comprehensive income attributable to shareholders of the parent, comprehensive income attributable to non-controlling interests: mainly due to decrease of revenue caused by pandemic, exchange rate fluctuation (NTD appreciation against USD), and increase of exchange difference on translating foreign operations.
-
- Earnings per share decreased due to increase of net loss before tax.
(II) It is expected that in the coming year, the new business opportunities of "medical protection" and "environmental
sustainability" in the post-epidemic era will be integrated into the development of protective feature clothing that can be worn on a daily basis. The Company will expand the anti-epidemic product line and provide design service from fabric to garment that have protective function and fashionable in order to boost new growth momentum. The Group will also utilize the global layout, integrate resources to optimize product supply chain, actively develop e-commerce operation model to expand new customer base, grasp new post-pandemic opportunities, and increase revenue and profit.
III.Review and Analysis of Cash Flow
| 1. Liquidity analysis for the most recent two years | |
|---|---|
| ----------------------------------------------------- | -- |
| Year Item |
2020 | 2019 | Percentage of Increase (Decrease) |
|---|---|---|---|
| Cash Flow Ratio | (5.04) | 0.57 | (5.61) |
| Cash Flow Adequacy Ratio | 6.98 | 23.37 | (16.39) |
| Cash Reinvestment Ratio | (2.75) | 0.27 | (3.02) |
Analysis of changes in financial ratios:
Decrease in cash flow (cashflow ratio, cashflow adequacy ratio and cashflow reinvestment ratio): Mainly due to decrease of net cashflow from operating activities in 2020.
- Cash Flow Analysis for the Next 12 Months
Unit: in NT\$ thousand
| Beginning cash | Net cash flow from | Cash outflow | Residual | Remediation action for insufficient cash |
||
|---|---|---|---|---|---|---|
| balance | operating activities | for the year | (insufficient) cash |
Investment Plan |
Financing Plan | |
| 748,191 | 10,000,000 | 8,850,000 | 1.150,000 | Not Applicable. Not Applicable. |
- Analysis of cash flow:
(1) Operating activities: This year the revenue is expected to grow 36% comparing to 2020. Due to the alleviation of the pandemic and the recovery of international business, the textile export is expected to return to positive growth.
(2) Investment activities: Capital expenditure is expected to be NT\$327,117 thousand, mainly for equipment renewal and maintenance.
(3) Financing activities: To fulfill the need of cash for each factory, the Company will proactively maintain sufficient financing facilities, build a healthy financial structure, search for relatively inexpensive capital and appropriate currency allocation.
- Remedial Measures and Analysis of Liquidity Shortfalls: Not applicable.
IV. Effect Upon Financial Operations of Any Major Capital Expenditures During the Most Recent Fiscal Year
| Unit: in NT\$ thousand | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Project | Actual or Expected Source of Funds |
Completion Date |
Total Amount |
2016 | 2017 | 2018 | 2019 | 2020 | 2021 |
| Purchase Equipment | Working Capital |
2016 | 426,534 | 426,534 | |||||
| Purchase Equipment | Working Capital |
2017 | 253,857 | 253,857 | |||||
| Purchase Equipment | Working Capital |
2018 | 216,397 | 216,397 | |||||
| Purchase Equipment | Working Capital |
2019 | 541,498 | 541,498 | |||||
| Purchase Equipment | Working Capital |
2020 | 255,086 | 255,086 | |||||
| Purchase Equipment | Working Capital |
2021 | 327,117 | 327,117 |
(I) Use of major capital expenditures and source of funds
(II) Expected Benefits
-
- New intelligent equipment related to false twisting, weaving, dyeing and finishing is purchased this year to increase productivity and reduce maintenance costs.
-
- Continue to invest in energy conservation and environment protection to fulfill social responsibility, reduce production costs, and increase competitiveness.
V. Investment Policy for the Most Recent Year: None.
VI. Analysis of risk factors: analyze and assess the following circumstances for the most recent year and until the date of publication of the annual report
- (1) Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on the Company's profit or loss, and Future Response Measures:
-
- Interest rate change analysis:
Facing the slowdown in global economic growth, the negative impact of the US-China trade war on the United States, and pandemic in 2020, the Fed had cut interest rates twice in March for a total of 6 basis points, reducing the federal funding rate target range to the range of 0% to 0.25%. In addition to interest rate cut, the U.S. government launched "unlimited quantitative easing" and USD 2 trillion relief package to stimulus the economy and stabalize the market. The Q1 Taiwan Central Bank Board meeting has cut interest rate for 1 basis point due to the exceeded expectation of impact to global economy caused by pandemic. Thus the rediscount rate has come to history low of 1.125%. The market liquidity is further increased through the management of NCD. The domestic capital is over sufficient and interest rate is kept at a stable low level in recent years. However, the international political and economic situation was rapidly changing. The Company
will continue to focus on the control of short-term, medium and long-term financing costs and to establish a sound financial structure by moderately increasing the proportion of medium-term and long-term financing so as to create a stable source of funding.
-
- Foreign exchange fluctuation analysis: The Company's revenue is mainly denominated in USD, and the depreciation of USD will cause the risk of exchange loss. The Company collects intercompany receivables in USD and borrows USD loan to offset exchange rate risk arising from USD receivables on the balance sheet. In the future, we will continue to observe changes in the international financial situation to properly respond, and try to eliminate the large fluctuations in foreign exchange gains and losses that will adversely affect operations.
-
- Inflation: The General Statistics Office estimates that Taiwan's average annual consumer price index (CPI) growth rate in 2021 will be 1.16%, and the growth rate is still moderate. The Company will continue to implement various measures to reduce overall operating costs.
- (2) Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to High-risk, High-leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Transactions:
-
- The Company engages in derivative financial instrument transactions in accordance with the "Procedure for Acquisition or Disposal of Assets". Moreover, hedging strategies are based on the principles of stability and conservatism.
-
- The Company follows "Operating Procedures for Loaning of Funds to Others" and "Operating Procedures for Endorsement/Guarantee". The current counterparties are all 100%-owned subsidiaries. In the future, we will continue to perform robust risk assessment and manage the Company's credit risk to avoid adverse impact on the Company.
- (3) Future Research & Development Projects and Corresponding Budget:
-
- Continue to improve processing technology after dyeing and finishing and the development of environmentally friendly and non-toxic products.
-
- Develop biomass materials and combine with intelligent production management in order to reduce the use of chemicals.
-
- Continue the above-mentioned technological development, expand the research field, reinforce technology expertise and implement industry science and technology.
-
- In 2021, 3% to 4% of revenue will be devoted to R&D expenses.
- (4) Effect on the company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response: None.
- (5) Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Sales: None.
- (6) The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company's Response Measures: None.
- (7) Expected Benefits from, Risks Relating to and Response Measures to Merger and Acquisition Plans: None.
-
(8) Expected Benefits from, Risks Relating to and Response Measures to Factory Expansion Plans: None.
-
(9) Risks Relating to and Response Measures to Excessive Concentration of Purchasing Sources and Customers: None.
- (10) Effects of, Risks Relating to and Response Measures to Large Share Transfers or Changes in Shareholdings by Directors or Shareholders with Shareholdings of over 10%: None.
- (11) Effects of, Risks Relating to and Response Measures to the Changes in Management: None.
- (12) Litigation or non-contentious cases. List major litigation, non-contentious case or administrative disputes that: (1) involve the Company and/or any Company Director, President, any person with actual responsibility, or any major shareholder holding a stake of greater than 10 percent; and (2) have been concluded by means of a final and unappealable judgment, or are still under litigation. Where such a dispute could materially affect shareholders' equity or the prices of the Company's securities, the annual report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of litigation commencement, the main parties to the dispute, and the status of the dispute as of the date of publication of the annual report: None.
- (13) Other Material Risks and Response Measures: In response to information security risks, the Company hires external professionals every year to review relevant operating systems for deficiencies, and the evaluation result shows no major abnormalities.
VII. Other important notes: None.
I. Information on the Company's Affiliates
- (I) Consolidated business report of affiliates
-
- Organization chart of affiliates

- Name, date of establishment, address, paid-up capital and major business activities of the affiliated companies:
| Unit: in Thousand NTD | ||||
|---|---|---|---|---|
| Date | Paid-up | Major business or | ||
| Company Name | Established | Address | Capital | products |
| Everest Investment (Holding) | Jul 1997 | Clarendon House 2 Church Street Hamilton HM 11 Bermuda | 214 | Investment |
| Ltd | ||||
| Everest International Develop | Jun 1998 | No. 168, Dunhua N. Rd., Taipei City2F | 1,914,000 | Investment |
| Investment Co., Ltd | ||||
| Everest Textile (HK) Co., Ltd | Jul 1993 | Room 3006, Laws Commercial Plaza, 788, Cheung Sha Wan | 2,966 | Trader |
| Road, Kowloon, Hong Kong | ||||
| Everest Textile (Thailand) Co., | Jul 1998 | 13th Floor, Ploenchit Tower, 898, Ploenchit Road Lumpini | 701,063 | Textile industry |
| Ltd | Pathumwan, Bangkok 10330 | |||
| Everest Textile (Shanghai) Ltd | Jul 2006 | 31F, No.800, Dongfang Road, Pudongxin District, Shanghai | 980,349 | Textile industry |
| City, China | ||||
| Everest USA Holding, INC | Dec 2016 | 850 New Burton Road, Suite 201, Dover, Kent Country, DE | 1,260,433 | Investment |
| 19904 | ||||
| Everest Development USA, LLC |
Dec 2016 | 1331, West Main Street, Forest City, NC 28043 | 79,170 | Investment |
| Everest Textile USA, LLC | Oct 2016 | 1331, West Main Street, Forest City, NC 28043 | 1,181,263 | Textile industry |
| Everest Apparel (HK) Limited | Dec 2016 | Unit A,11/F.,Lippo Leighton Tower 103-109 Leighton Road | 848,467 | Investment |
| Causeway Bay, Hong Kong | ||||
| Everest International (HK) | Dec 2016 | Unit A,11/F.,Lippo Leighton Tower 103-109 Leighton Road | 1,260,433 | Investment |
| Limited | Causeway Bay, Hong Kong | |||
| Everest Apparel (Ethiopia) SC | Feb 2017 | Hawassa Industrial Park Phase 1+1 Shed #12-13, Hawassa, | 557,696 | Textile Industry |
| Ethiopia | ||||
| Everest Apparel (Haiti) S.A. | Feb 2017 | Parc Industriel de Caracol, Route de Caracol, No. 14, Caracol, | 390,960 | Textile Industry |
| Département du Nord-Est, HT 2340, Haïti | ||||
-
- Industries covered by the business of the affiliated companies: The main business of the affiliated companies is the manufacturing and sales of various textiles.
-
- Information on Directors, Supervisors and President of related companies
| Unit: Shares; % | ||||
|---|---|---|---|---|
| Share Holdings | ||||
| Company Name | Title Full name or Representative |
Shares | Share Ownership % | |
| Everest Investment (Holding) Ltd | Everest International Develop Investment Co., Ltd |
1,300 | 100% | |
| Chairman | Ching Lai Yeh (Representative) | - | - | |
| Director | Jian Cheng Wang (Representative) | - | - | |
| Director | Kao Shan Wu (Representative) | - | - | |
| Everest International Develop Investment Co., Ltd |
Everest International Develop Investment Co., Ltd |
191,400,000 | 100% | |
| Chairman | Charles Wang (Representative) | - | - | |
| President | Ching Lai Yeh (Representative) | - | - | |
| Director | Wen Kuei Hsiang (Representative) | - | - | |
| Director | Hsien Shen Hung (Representative) | - | - | |
| Director | Kao Shan Wu (Representative) | - | - | |
| Independent Director |
Chin Chueh Kao (Representative) | - | - |
| Everest Textile (HK) Co., Ltd | Everest International Develop Investment Co., Ltd |
695,000 | 99.30% | |
|---|---|---|---|---|
| Chairman/President Hui Min Cheng | 5,000 | 0.70% | ||
| Everest Textile (Thailand) Co., Ltd |
Everest Investment (Holding) Ltd |
79,999,993 | 99.90% | |
| Chairman/President Ching Lai Yeh (Representative) | 1 | - | ||
| Director | Johnny Hih (Representative) | 1 | - | |
| Director | Jing Hai Liang (Representative) | 1 | - | |
| Director | Hsien Shen Hung (Representative) | 1 | - | |
| Director | Kin Son Du (Representative) | 1 | - | |
| Director | Kao Shan Wu (Representative) | 1 | - | |
| Director | Wen Kuei Hsiang (Representative) | 1 | - | |
| Everest Textile (Shanghai) Ltd | Everest Investment (Holding) Ltd |
- | - | |
| Chairman | Ching Lai Yeh (Representative) | - | - | |
| Director | Kin Son Du (Representative) | - | - | |
| Director | Min Zi Chen (Representative) | - | - | |
| Director | Kao Shan Wu (Representative) | - | - | |
| Director | Wen Kuei Hsiang (Representative) | - | - | |
| Director | Ming Yi Hsiao (Representative) | - | - | |
| Director | Xian Zhong Li (Representative) | - | - | |
| Everest International (HK) Limited |
Everest International Develop Investment Co., Ltd |
41,300,000 | 100% | |
| Chairman | Ching Lai Yeh | - | - | |
| Director | Jing Hai Liang | - | - | |
| Director | Wen Kuei Hsiang | - | - | |
| Director | Zhen Ni He | - | - | |
| Director | Min Ling Ma | - | - | |
| Everest USA Holding, INC | Everest International (HK) Limited |
1,000 | 100% | |
| Chairman | Ching Lai Yeh | - | - | |
| Director | Wen Kuei Hsiang | - | - | |
| Director | Ming Yi Hsiao | - | - | |
| Director | Chin Chueh Kao | - | - | |
| Everest Development USA, LLC | Everest USA Holding, INC | 2,500,000 | 100% | |
| Chairman | Ching Lai Yeh | - | - | |
| Director | Wen Kuei Hsiang | - | - | |
| Director | Ming Yi Hsiao | - | - | |
| Director | Chin Chueh Kao | - | - | |
| Everest Textile USA, LLC | Everest USA Holding, INC | 38,800,000 | 100% | |
| Chairman | Ching Lai Yeh | - | - | |
| Director | Wen Kuei Hsiang | - | - | |
| Director | Ming Yi Hsiao | - | - | |
| Director | Chin Chueh Kao | - | - |
| Everest Apparel (HK) Limited | Everest International Develop Investment Co., Ltd |
27,580,000 | 100% | |
|---|---|---|---|---|
| Chairman | Ching Lai Yeh | - | - | |
| Director | Wen Kuei Hsiang | - | - | |
| Director | Chin Chueh Kao | - | - | |
| Director | Zhen Ni He | - | - | |
| Director | Min Ling Ma | - | - | |
| Everest Apparel (Ethiopia) SC | Everest Apparel (HK) Limited | 542,415 | 100% | |
| Chairman | Ching Lai Yeh | - | - | |
| President | Shi Hui Chen | - | - | |
| Director | Wen Kuei Hsiang | - | - | |
| Director | Chin Chueh Kao | - | - | |
| Director | Sen Mao Wu | - | - | |
| Everest Apparel (Haiti) S.A. | Everest Apparel (HK) Limited | 4,000 | 100% | |
| Chairman | Ching Lai Yeh | - | - | |
| President | Chin Chueh Kao | - | - | |
| Director | Wen Kuei Hsiang | - | - |
| Unit: in Thousand NTD | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company Name | Capital Stock |
Total Value of Assets |
Total Liabilities |
Net Worth | Revenue | Operating Profit |
Net Income (After Tax) |
EPS (NT\$) (After Tax) |
| Everest Investment (Holding) Ltd |
214 | 2,526,186 | 28,961 | 2,497,225 | 482,080 | (13,411) | (16,308) | (12,544.62) |
| Everest International Develop Investment Co., Ltd |
1,914,000 | 1,316,449 | 360,920 | 955,529 | 0 | (681) | (147,095) | (0.77) |
| Everest Textile (HK) Co., Ltd | 2,966 | 1,388 | 65 | 1,323 | 2,827 | (210) | (204) | (0.29) |
| Everest Textile (Thailand) Co., Ltd |
701,063 | 1,850,765 | 646,216 | 1,204,549 | 1,578,602 | (23,374) | 1,273 | 0.02 |
| Everest Textile (Shanghai) Ltd | 980,349 | 1,793,708 | 475,187 | 1,318,521 | 2,020,132 | 24,420 | 1,919 | N/A |
| Everest International (HK) Limited |
1,260,433 | 1,400,117 | 511,099 | 889,018 | 530,312 | 28,874 | 81,501 | 1.97 |
| Everest Apparel (HK) Limited | 848,467 | 232,026 | 98,156 | 133,870 | 0 | (51) | (220,426) | (7.99) |
| Everest USA Holding, INC | 1,260,433 | 860,930 | 135 | 860,795 | 0 | (7) | 52,539 | 52,539.00 |
| Everest Development USA, LLC |
79,170 | 180,279 | 122,513 | 57,766 | 0 | (4,785) | (2,796) | (1.12) |
| Everest Textile USA, LLC | 1,181,263 | 2,030,346 | 1,234,395 | 795,951 | 783,414 | 76,290 | 54,736 | 1.41 |
| Everest Apparel (Ethiopia) SC | 557,696 | 1,233,635 | 1,049,922 | 183,713 | 413,170 | (35,855) | (40,260) | (74.22) |
| Everest Apparel (Haiti) S.A. | 390,960 | 493,621 | 445,498 | 48,123 | 37,971 | (177,091) | (179,690) | (44,922.50) |
5. Operational Highlights of affiliates
(II) Consolidated financial statements of affiliates
For the year of 2020 (from January 1 to December 31, 2020), the Company's entities that are required to be included in the consolidated financial statements of affiliated enterprises under the "Criteria Governing Preparation of Consolidated Business Report of Affiliated Enterprises, Consolidated Financial Statements of Affiliated Enterprises, and Affiliation Reports" are the same as those required to be included in the consolidated financial statements under the International Financial Reporting Standards 10. Moreover, the related information required to be disclosed for the consolidated financial statements of affiliated enterprises has been fully disclosed in the aforementioned consolidated financial statements. Consequently, a separate set of consolidated financial statements of affiliated enterprises is not prepared.
(III) Affiliation Report:
- CPA review opinion
Referenced Letter Qin-Nan No. 11000181 dated March 29, 2021
To Everest Textile Co., Ltd.
- Subject: We express our opinions on the Company's 2020 affiliation report that it does not contain any material inconsistency.
- Explanation: 1. The Company's 2020 Affiliation Report dated February 02, 2021 was prepared in accordance with the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises," and there was no material inconsistency between the information disclosed in the affiliation report and relevant information disclosed in the notes to financial reports in the above period. The statement is as in the attachment.
-
- We have compared the Notes to Financial Statements in the Company's 2020 Financial Statements with the Company's Related Company Report based on the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises", and have not found any material discrepancies in the aforementioned statements.
Deloitte & Touche CPA Lou Liao CPA Li Yuan Guo
- Statement of Affiliation Report
Statement of the Affiliation Report
For the year of 2020 (from January 1 to December 31, 2020), the Company's entities that are required to be included in the consolidated financial statements of affiliated enterprises under the "Criteria Governing Preparation of Consolidated Business Report of Affiliated Enterprises, Consolidated Financial Statements of Affiliated Enterprises, and Affiliation Reports" are the same as those required to be included in the consolidated financial statements under the International Financial Reporting Standards 10. Moreover, the related information required to be disclosed for the consolidated financial statements of affiliated enterprises has been fully disclosed in the aforementioned consolidated financial statements. Consequently, a separate set of consolidated financial statements of affiliated enterprises is not prepared.
Hereby certify
Company: Everest Textile Co., Ltd.
Chairman: Johnny Hih
February 5, 2021
| Name of the Controlling |
Reason of Control | Shareholding and Pledges | Personnel Designated by the Controlling Company to Serve as a Director or Manager |
|||
|---|---|---|---|---|---|---|
| Company | Shares Held | Shareholding % Shares Pledged | Title | Name | ||
| Yue Ding Industry Co., Ltd. |
Appointed personnel are hired as the Company's President |
1,082,744 | 0.21% | 0 | President | Ching Lai Yeh |
-
Overview of the relationship between the affiliated company and the controlling company
-
- Status of purchase and sales transactions: None
-
- Status of property transactions: None.
-
- Status of financing: None.
-
- Status of asset leasing: None.
-
- Other significant transactions: None.
-
- Endorsements/guarantees: None.
II. Status of Private Placement of Securities: None
III. The Shares of the Company Held or Disposed of by Subsidiaries in the Most Recent Years
| Subsidiary | Capital (NT\$ thousand) |
Source of Fund |
Shareholding % |
Date of Acquisition or Disposal |
Amount and Number of Shares Acquired |
Amount and Number of Shares Disposed |
Investment gain/loss |
Shares Held and the Amount as of the date of Annual Report Publication |
Pledge | Guarantee for Subsidiary |
Loans to subsidiaries |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Everest International Develop Investment Co., Ltd |
1,914,000 | Original subscription |
100% | 2002.08.21 2004.08.06 2005.08.02 2006.08.23 2017.09.15 2018.04.11 2018.09.10 2019.09.26 |
APIC transferred to 915,761 Shares APIC transferred to 943,234 Shares APIC transferred to 647,687 Shares APIC transferred to 674,524 Shares Dividend From Earnings 1,.48,263 Shares Dividend From Earnings 501,096 Shares Dividend From Earnings 511,118 Shares |
10,000 thousand shares NT\$130,000 thousand |
NT\$-3,363 thousand |
Share: 26,067 thousand shares Amount: NT\$332,836 thousand |
N/A | NT\$360 million |
N/A |
- IV. Supplementary Disclosures: N/A
- V. Events during the Most Recent Year and up to the Date of Annual Report Publication that had Significant Impact on the Shareholders' Equity or Security Prices as Stated in the Article 36.3.2 of the Securities and Exchange Act: None.
Everest Textile Co., Ltd. and Subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2020 and 2019 and Independent Auditors' Report
Address: No.256, Minghe Vil., Shanshang Dist., Tainan City, Taiwan (R.O.C.) Tel.: (06)578-2561
Declaration of Consolidated Financial Statements of Affiliates
The companies required to be included in the Company's consolidated financial statements of affiliates in accordance with the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" for the year ended December 31, 2020 are the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in IFRS 10 "Consolidated Financial Statements." Relevant information that should be disclosed in the consolidated financial statements of affiliates has been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, no separate set of consolidated financial statements of affiliates would be otherwise prepared.
Hereby certify
Name of the Company: Everest Textile Co., Ltd.
Chairman: Johnny Hih
February 5, 2021
Independent Auditors' Report
The Board of Directors and Shareholders Everest Textile Co., Ltd.
Audit Opinion
We have audited the consolidated balance sheets of Everest Textile Co., Ltd. (the "Company") and its subsidiaries (the "Group") as of December 31, 2020 and 2019, the consolidated statements of comprehensive income, consolidated statements of changes in equity, consolidated statements of cash flows for the years then ended, and the notes to consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of the other independent auditors (refer to the Other Matters section of our report), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years ended December 31, 2020 and 2019 in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC) and SIC Interpretations (SIC) endorsed and kissed into effect by the Financial Supervisory Commission (FSC) of ROC.
Basis for Opinion
We conducted our audits in accordance with the "Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants" and auditing standards generally accepted in the ROC. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the ROC, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the Group for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The descriptions of the key audit matters of the Group' financial statements for the year ended December 31, 2020 are as follows:
According to the descriptions in Note 4(6) Inventories, Note 5 Inventory Obsolescence Losses, and Note 9 Inventories of the accompanying consolidated financial statements, as of December 31, 2020, the amount of the inventory held by the Group was NT\$4,656,544 thousand, accounted for 34% of the total assets. The carrying amount of inventory is significant to the entire consolidated financial statements, and the valuation of obsolete inventory is subject to management's significant accounting judgment. Therefore, the evaluation and consideration for inventory obsolescence losses have been identified as a key audit matter.
With respect to the rationality for the evaluation of inventory obsolescence losses, we performed audit procedures as follows:
-
- We understood and evaluated the design and operating effectiveness of internal controls for inventories.
-
- We evaluated the inventory aging profile and selected samples to test the accuracy of the inventory aging.
-
- We observed the physical inventory count and performed test counts to identify whether there were obsolete or damaged inventories.
Other Matters
Regarding the subsidiaries included in the Group's consolidated financial statements, the financial statements of Everest Textile (Thailand) Co., Ltd., Everest Apparel (Ethiopia) S.C., Everest Apparel (Haiti) S.A., Everest USA Holdings, Inc., Everest Development USA, LLC., and Everest Textile USA, LLC. for the years ended December 31, 2020 and 2019 were audited by other auditors. As of December 31, 2020 and 2019, the total assets of the above subsidiaries were NT\$4,047,433 thousand and NT\$3,984,859 thousand, respectively, accounted for 30% and 29% of the consolidated total assets. The net operating revenue was NT\$1,374,211 thousand and NT\$1,187,582 thousand, respectively, accounted for 19% and 13% of the net consolidated operating revenue for the years ended December 31, 2020 and 2019, respectively.
We have also audited the financial statements of the Company as of and for the years ended December 31, 2020 and 2019 on which we have issued unmodified opinions with Other Matters sections.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the FSC of the ROC and for such internal control as management determines is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing related matters, and using the going concern basis of accounting unless the management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the Audit Committee, are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the ROC will always detect a material misstatement in the consolidated financial statements when it exists. Misstatements can arise from fraud or error. If it could have been reasonably anticipated that misstated amounts, individually or in aggregate, could have influenced the economic decisions made by the users of the Consolidated Financial Statements, it will be deemed as material.
As part of an audit in accordance with the auditing standards generally accepted in the ROC, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
-
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including relevant notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
- Obtain sufficient and appropriate audit evidence regarding the financial information of entities or businesses within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provided those charged with governance with a statement that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and to communicate with them all relationships and other matters that may be thought to bear on our independence (including relevant preventive measures).
From the matters communicated with those charged with governance, we determined key audit matters of the consolidated financial statements of the Group for the year ended December 31, 2020. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communications.
Deloitte & Touche
CPA Lou Liao CPA Li-yuan Guo
Financial Supervisory Commission Approval No. Jin-guan-zheng-shen-zi No. 0990031652
Securities and Futures Commission Approval No. Tai-cai-zheng-liu-zi No. 0920123784
March 29, 2021
Everest Textile Co., Ltd. and Subsidiaries
Consolidated Balance Sheets December 31, 2020 and 2019
| Unit: NT\$ Thousands | ||
|---|---|---|
| December 31, 2020 | December 31, 2019 | ||||
|---|---|---|---|---|---|
| Code | Assets | Amount | % | Amount | % |
| Current assets | |||||
| 1100 1120 |
Cash (Note 4 and 6) Financial assets at fair value through other comprehensive income - current |
\$ 748,191 |
6 | \$ 185,145 |
2 |
| (Notes 4 and 7) | 80,742 | 1 | 86,548 | 1 | |
| 1150 | Notes receivable (Notes 4, 8, 19, and 25) | 4,026 | - | 9,330 | - |
| 1170 1200 |
Trade receivables (Notes 4, 8, 19, and 25) Other receivables (Notes 4 and 25) |
1,336,873 32,639 |
10 - |
1,129,351 46,275 |
8 - |
| 1220 | Current tax assets (Notes 4 and 21) | 11,359 | - | 5,755 | - |
| 130X | Inventories (Notes 4, 5, and 9) | 4,656,544 | 34 | 4,747,726 | 35 |
| 1470 | Other current assets (Note 13) | 175,618 | 1 | 163,508 | 1 |
| 11XX | Total current assets | 7,045,992 | 52 | 6,373,638 | 47 |
| 1517 | Non-current assets Financial assets at fair value through other comprehensive income - non-current |
||||
| (Notes 4 and 7) | 3,448 | - | 6,960 | - | |
| 1600 | Property, plant and equipment (Notes 4, 11, 25, and 26) | 5,740,814 | 42 | 6,302,525 | 47 |
| 1755 1840 |
Right-of-use assets (Notes 4 and 12) Deferred tax assets (Notes 4 and 21) |
544,190 134,627 |
4 1 |
657,623 126,508 |
5 1 |
| 1990 | Other non-current assets (Note 13) | 96,025 | 1 | 55,842 | - |
| 15XX | Total non-current assets | 6,519,104 | 48 | 7,149,458 | 53 |
| 1XXX | Total assets | \$ 13,565,096 |
100 | \$ 13,523,096 |
100 |
| Code | Liabilities and equity | ||||
| 2100 | Current liabilities Short-term borrowings (Notes 14, 25, and 26) |
\$ 2,642,698 |
20 | \$ 2,711,074 |
20 |
| 2110 | Short-term bills payable (Note 14) | 1,599,118 | 12 | 799,378 | 6 |
| 2130 | Contract liabilities - current (Note 19) | 55,190 | 1 | 18,551 | - |
| 2150 | Notes payable (Note 15) | 598 | - | 52,073 | 1 |
| 2160 | Notes payable to related parties (Note 25) | 10,487 | - | 6,516 | - |
| 2170 2180 |
Trade payables (Note 15) Trade payables to related parties (Note 25) |
569,480 32,983 |
4 - |
569,138 49,040 |
4 - |
| 2219 | Other payables (Note 16) | 449,842 | 3 | 410,956 | 3 |
| 2220 | Other payables to related parties (Note 25) | 51,228 | - | 56,064 | 1 |
| 2230 | Current tax liabilities (Note 21) | 7,929 | - | 43,848 | - |
| 2250 | Provisions - current | 7,154 | - | 7,154 | - |
| 2280 | Lease liabilities - current (Notes 4, 12, and 25) | 85,578 | 1 | 94,044 | 1 |
| 2322 2399 |
Long-term borrowings due within one year (Notes 14 and 26) Other current liabilities (Note 16) |
697,500 37,128 |
5 - |
726,667 29,921 |
5 - |
| 21XX | Total current liabilities | 6,246,913 | 46 | 5,574,424 | 41 |
| 2540 | Non-current liabilities Long-term borrowings (Notes 14 and 26) |
2,758,333 | 20 | 2,265,833 | 17 |
| 2570 | Deferred tax liabilities (Notes 4 and 21) | 169,777 | 1 | 169,777 | 1 |
| 2580 | Lease liabilities - non-current (Notes 4, 12, and 25) | 506,670 | 4 | 609,650 | 5 |
| 2640 | Net defined benefit liabilities - non-current (Notes 4 and 17) | 75,515 | 1 | 60,048 | - |
| 2645 | Guarantee deposits | 721 | - | 825 | - |
| 2670 25XX |
Other non-current liabilities Total non-current liabilities |
847 3,511,863 |
- 26 |
2,406 3,108,539 |
- 23 |
| 2XXX | Total liabilities | 9,758,776 | 72 | 8,682,963 | 64 |
| Equity attributable to owners of the Company (Note 18) | |||||
| Share capital | |||||
| 3110 | Ordinary shares | 5,098,341 | 38 | 5,098,341 | 38 |
| 3200 | Capital surplus | 99,644 | 1 | 99,644 | 1 |
| 3310 | Retained earnings (accumulated losses) Legal reserve |
174,022 | 1 | 174,022 | 1 |
| 3320 | Special reserve | 83,073 | 1 | 83,073 | 1 |
| 3350 | Deficits to be compensated | ( 1,151,908 ) |
( 9 ) |
( 215,234 ) |
( 2 ) |
| 3300 | Net retained earnings (accumulated losses) | ( 894,813 ) |
( 7 ) |
41,861 | - |
| 3400 | Other equity interest | ( 164,025 ) |
( 1 ) |
( 66,888 ) |
( 1 ) |
| 3500 31XX |
Treasury shares (Note 4) Total equity attributable to owners of the parent |
( 332,836 ) 3,806,311 |
( 3 ) 28 |
( 332,836 ) 4,840,122 |
( 2 ) 36 |
| 36XX | Non-controlling interests | 9 | - | 11 | - |
| 3XXX | Total equity | 3,806,320 | 28 | 4,840,133 | 36 |
| Total liabilities and equity | \$ 13,565,096 |
100 | \$ 13,523,096 |
100 |
The accompanying notes are an integral part of the consolidated financial statements.
(Refer to Deloitte & Touche auditors' report dated March 29, 2021)
Chairman: Johnny Hih Manager: Ching Lai Yeh Accounting Executive: Mei Hsiu Huang
Everest Textile Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019
Unit: NT\$ Thousands
(NT\$ for net loss per share)
| 2020 | 2019 | ||||||
|---|---|---|---|---|---|---|---|
| Code | Amount | % | Amount | % | |||
| 4000 | Operating revenue (Notes 4, 19, and 25) |
\$ | 7,343,877 | 100 | \$ | 8,863,627 | 100 |
| 5000 | Operating costs (Notes 9, 17, 20, and 25) |
6,771,871 | 92 | 7,477,722 | 85 | ||
| 5900 | Gross Profit | 572,006 | 8 | 1,385,905 | 15 | ||
| Operating expenses (Notes 8, 17, 20, and 25) |
|||||||
| 6100 | Selling and marketing expenses |
734,956 | 10 | 646,788 | 7 | ||
| 6200 | General and administrative expenses |
468,512 | 7 | 512,126 | 6 | ||
| 6300 | Research and development expenses |
221,895 | 3 | 263,083 | 3 | ||
| 6450 | Expected credit loss/(interests reversed) |
( | 950 ) |
- | 5,434 | - | |
| 6000 | Total operating expenses | 1,424,413 | 20 | 1,427,431 | 16 | ||
| 6500 | Other comprehensive income and expenses (Note 20) |
573 | - | ( | 114 ) |
- | |
| 6900 | Net operating losses | ( | 851,834 ) |
( 12 ) |
( | 41,640 ) |
( 1 ) |
| Non-operating income and expenses (Notes 4, 20, and 25) |
|||||||
| 7100 | Interest income | 1,007 | - | 822 | - | ||
| 7010 | Other income | 121,472 | 2 | 58,366 | 1 | ||
| 7020 | Other gains and losses | ( | 101,484 ) |
( 2 ) |
( | 52,658 ) |
( 1 ) |
| 7510 | Interest expenses | ( | 101,423 ) |
( 1 ) |
( | 116,693 ) |
( 1 ) |
| 7000 | Total non-operating | ||||||
| income and expenses | ( | 80,428 ) |
( 1 ) |
( | 110,163 ) |
( 1 ) |
|
| 7900 | Net loss before income tax | ( | 932,262 ) |
( 13 ) |
( | 151,803 ) |
( 2 ) |
| 7950 | Income tax expense (Notes 4 and 21) |
4,727 | - | 120,153 | 1 |
(Continued)
(Continued)
| 2020 | FY 2019 | ||||||
|---|---|---|---|---|---|---|---|
| Code | Amount | % | Amount | % | |||
| 8200 | Net loss for the year | ( \$ |
936,989 ) |
( 13 ) |
( \$ |
271,956 ) |
( 3 ) |
| 8310 8311 |
Other comprehensive income/(loss) Items that will not be reclassified subsequently to profit or loss: Remeasurement of |
||||||
| 8316 | defined benefit plans (Note 17) Unrealized gain/(loss) on |
392 | - | ( \$ |
32,071 ) |
- | |
| investments in equity instruments at fair value through other comprehensive income |
( | 5,806 ) |
- | 15,993 | - | ||
| 8349 | Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 21) |
( | 79 ) |
- | 6,414 | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss: |
( | 5,493 ) |
- | ( | 9,664 ) |
- |
| 8361 8300 |
Exchange differences on translating the financial statements of foreign operations Other comprehensive |
( | 91,331 ) |
( 1 ) |
( | 36,195 ) |
( 1 ) |
| income/(loss) for the year, net of income tax |
( | 96,824 ) |
( 1 ) |
( | 45,859 ) |
( 1 ) |
|
| 8500 | Total comprehensive income/(loss) for the year |
( \$ |
1,033,813 ) |
( 14 ) |
( \$ |
317,815 ) |
( 4 ) |
| 8600 | Net profit (loss) attributable to: | ||||||
| 8610 8620 |
Owners of the Company Non-controlling interests |
( \$ ( |
936,987 ) 2 ) |
( 13 ) - |
( \$ |
271,959 ) 3 |
( 3 ) - |
| ( \$ |
936,989 ) |
( 13 ) |
( \$ |
271,956 ) |
( 3 ) |
||
| 8700 | Total comprehensive income/(loss) attributable to: |
||||||
| 8710 | Owners of the Company | ( \$ |
1,033,811 ) |
( 14 ) |
( \$ |
317,818 ) |
( 4 ) |
| 8720 | Non-controlling interests | ( ( \$ |
2 ) 1,033,813 ) |
- ( 14 ) |
( \$ |
3 317,815 ) |
- ( 4 ) |
| Net loss per share (Note 22) | |||||||
| 9710 9810 |
Basic Diluted |
( \$ ( |
1.94 ) 1.94 ) |
( \$ ( |
0.56 ) 0.56 ) |
The accompanying notes are an integral part of the consolidated financial statements. (Refer to Deloitte & Touche auditors' report dated March 29, 2021)
Chairman: Johnny Hih Manager: Ching Lai Yeh Accounting Executive: Mei Hsiu Huang
Everest Textile Co., Ltd. and Subsidiaries Consolidated Statements of Changes in Equity For the years ended December 31, 2020 and 2019
Unit: NT\$ Thousands (NT\$ for dividends per share)
| Equity attributable to owners of the Company | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Retained earnings (accumulated losses) | Other equity | ||||||||||||
| Code A1 |
Balance on January 1, 2019 | 499,837 Shares (in thousands) |
\$ 4,998,374 Amount |
Capital surplus 99,644 \$ |
Legal reserve 158,285 \$ |
Special reserve 80,182 \$ |
Undistributed (deficits to be compensated) 200,977 earnings \$ |
translating the differences on 48,991 ) statements of Exchange operations financial foreign ( \$ |
Unrealized gain financial assets comprehensive through other at fair value 2,305 (loss) on income \$ |
46,686 ) Total ( \$ |
Treasury shares 332,836 ) ( \$ |
\$ 5,157,940 Total |
Non-controlling 8 interests \$ |
Total equity \$ 5,157,948 |
| B3 B1 |
Appropriation of 2018 earnings Special reserve Legal reserve (Note 18) |
- - |
- - |
- - |
15,737 - |
- 2,891 |
15,737 ) 2,891 ) ( ( |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
| B9 | Share dividends - NT\$0.2 per share |
9,997 | 99,967 | - | - | - | 99,967 ) ( |
- | - | - | - | - | - | - |
| D1 | Net profit (loss) for the year ended December 31, 2019 |
- | - | - | - | - | 271,959 ) ( |
- | - | - | - | 271,959 ) ( |
3 | 271,956 ) ( |
| D3 | ended December 31, 2019, income/(loss) for the year Other comprehensive net of income tax |
- | - | - | - | - | 25,657 ) ( |
36,195 ) ( |
15,993 | 20,202 ) ( |
- | 45,859 ) ( |
- | 45,859 ) ( |
| D5 A - 10 |
Total comprehensive income (loss) for the year ended December 31, 2019 |
- | - | - | - | - | 297,616 ) ( |
36,195 ) ( |
15,993 | 20,202 ) ( |
- | 317,818 ) ( |
3 | 317,815 ) ( |
| Z1 | Balance on December 31, 2019 | 509,834 | 5,098,341 | 99,644 | 174,022 | 83,073 | 215,234 ) ( |
85,186 ) ( |
18,298 | 66,888 ) ( |
332,836 ) ( |
4,840,122 | 11 | 4,840,133 |
| D1 | Net loss for the year ended December 31, 2020 |
- | - | - | - | - | 936,987 ) ( |
- | - | - | - | 936,987 ) ( |
2 ) ( |
936,989 ) ( |
| D3 | ended December 31, 2020, income/(loss) for the year Other comprehensive net of income tax |
- | - | - | - | - | 313 | 91,331 ) ( |
5,806 ) ( |
97,137 ) ( |
- | 96,824 ) ( |
- | 96,824 ) ( |
| D5 | Total comprehensive income (loss) for the year ended December 31, 2020 |
- | - | - | - | - | 936,674 ) ( |
91,331 ) ( |
5,806 ) ( |
97,137 ) ( |
- | 1,033,811 ) ( |
2 ) ( |
1,033,813 ) ( |
| Z1 | Balance on December 31, 2020 | 509,834 | \$ 5,098,341 | 99,644 \$ |
174,022 \$ |
83,073 \$ |
( \$ 1,151,908 ) | 176,517 ) ( \$ |
12,492 \$ |
164,025 ) ( \$ |
332,836 ) ( \$ |
\$ 3,806,311 | 9 \$ |
\$ 3,806,320 |
Chairman: Johnny Hih Manager: Ching Lai Yeh Accounting Executive: Mei Hsiu Huang
The accompanying notes are an integral part of the consolidated financial statements. (Refer to Deloitte & Touche auditors' report dated March 29, 2021)
Everest Textile Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2020 and 2019
Unit: NT\$ Thousands
| Code | 2020 | 2019 | |||
|---|---|---|---|---|---|
| Cash flows from operating activities | |||||
| A10000 | Net loss before income tax for the year | ( \$ |
932,262 ) |
( \$ |
151,803 ) |
| Adjustments for: | |||||
| A20100 | Depreciation expenses | 757,444 | 757,365 | ||
| A20300 | Expected credit loss/(interests | ||||
| reversed) | ( | 950 ) |
5,434 | ||
| A20900 | Interest expenses | 101,423 | 116,693 | ||
| A21200 | Interest income | ( | 1,007 ) |
( | 822 ) |
| A21300 | Dividend income | ( | 3,917 ) |
( | 4,054 ) |
| A22500 | Loss (gains) on disposal of | ||||
| property, plant and equipment | ( | 573 ) |
114 | ||
| A23700 | Inventory valuation and | ||||
| obsolescence losses | 517,347 | 22,518 | |||
| A24100 | Net losses on foreign currency | ||||
| exchange | 65,356 | 29,072 | |||
| A30000 | Net changes in operating assets and | ||||
| liabilities | |||||
| A31130 | Notes receivable | 5,304 | 21,968 | ||
| A31150 | Trade receivables | ( | 228,441 ) |
23,158 | |
| A31180 | Other receivables | 20,827 | ( | 7,064 ) |
|
| A31200 | Inventories | ( | 486,766 ) |
( | 254,823 ) |
| A31240 | Other current assets | ( | 136 ) |
( | 23,678 ) |
| A32125 | Contract liabilities | 36,639 | 3,688 | ||
| A32130 | Notes payable | ( | 51,475 ) |
( | 32,055 ) |
| A32140 | Notes payable to related parties | 3,971 | ( | 23,628 ) |
|
| A32150 | Trade payables | 2,391 | ( | 83,723 ) |
|
| A32160 | Trade payables to related parties | ( | 16,057 ) |
( | 24,737 ) |
| A32180 | Other payables | 39,265 | ( | 89,568 ) |
|
| A32190 | Other payables to related parties | ( | 4,836 ) |
10,589 | |
| A32230 | Other current liabilities | 9,226 | 2,173 | ||
| A32240 | Net defined benefit liabilities - | ||||
| non-current | 15,859 | ( | 31,845 ) |
||
| A32990 | Other non-current liabilities | ( | 1,559 ) |
2,406 | |
| A33000 | Cash generated from (used in) | ||||
| operations | ( | 152,927 ) |
267,378 | ||
| A33100 | Interest received | 1,007 | 809 | ||
| A33300 | Interest paid | ( | 102,815 ) |
( | 111,034 ) |
| A33500 | Income tax paid | ( | 60,079 ) |
( | 125,577 ) |
| AAAA | Net cash inflows (outflows) from | ||||
| operating activities | ( | 314,814 ) |
31,576 |
(Continued)
(Continued)
| Code | 2020 | 2019 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| B00200 | Disposal of financial assets at fair value through other comprehensive income |
\$ 3,512 |
\$ - |
| B02700 | Acquisition of property, plant and equipment |
( 299,715 ) |
( 829,818 ) |
| B02800 | Proceeds from disposal of property, | ||
| plant and equipment | 20,840 | 5,000 | |
| B03700 | Increase in refundable deposits | ( 12,106 ) |
( 2,346 ) |
| B03800 | Decrease in refundable deposits | 1,367 | 1,537 |
| B07600 | Dividends received | 3,917 | 4,054 |
| BBBB | Net cash outflows from investing | ||
| activities | ( 282,185 ) |
( 821,573 ) |
|
| Cash flows from financing activities | |||
| C00100 | Increase in short-term borrowings | 6,927,002 | 4,767,349 |
| C00200 | Decrease in short-term borrowings | ( 6,922,268 ) |
( 4,032,244 ) |
| C00500 | Increase in short-term notes and bills | ||
| payable | 8,490,954 | 6,323,250 | |
| C00600 | Decrease in short-term notes and bills | ||
| payable | ( 7,691,214 ) |
( 6,802,979 ) |
|
| C01600 | Proceeds from long-term borrowings | 1,070,000 | 2,375,000 |
| C01700 | Repayments of long-term borrowings | ( 606,667 ) |
( 1,690,834 ) |
| C03000 | Increase in guarantee deposits | 7,405 | 10,397 |
| C03100 | Decrease in guarantee deposits | ( 9,430 ) |
( 7,049 ) |
| C04020 | Payments of lease liabilities | ( 100,829 ) |
( 96,983 ) |
| CCCC | Net cash inflows from financing | ||
| activities | 1,164,953 | 845,907 | |
| DDDD | Effects of exchange rate changes on cash | ( 4,908 ) |
( 3,114 ) |
| EEEE | Net increase in cash | 563,046 | 52,796 |
| E00100 | Cash balance at the beginning of the year | 185,145 | 132,349 |
| E00200 | Cash balance at the end of the year | \$ 748,191 |
\$ 185,145 |
The accompanying notes are an integral part of the consolidated financial statements. (Refer to Deloitte & Touche auditors' report dated March 29, 2021)
Chairman: Johnny Hih Manager: Ching Lai Yeh Accounting Executive: Mei Hsiu Huang
Everest Textile Co., Ltd. and Subsidiaries
Notes to Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (Unit: NT\$ Thousands, unless specified otherwise )
1. General Information
Everest Textile Co., Ltd. (the "Company") was incorporated in February 1988 and commenced business in October 1988. The Company mainly engages in the manufacturing of various textiles such as chemical fibers, cotton, and blended fabrics, and knitting processing, dyeing processing, printing processing, and polyester film businesses, as well as the manufacturing, trading, and import/export trading of the abovementioned products and products related to yarn materials and garments.
The Company's shares have been listed on the Taiwan Stock Exchange (TWSE) since April 1995. The consolidated financial statements are presented in the Company's functional currency, New Taiwan dollars.
2. Date and Procedures for the Approval of Financial Statements
The financial statements were approved by the board of directors (the "Board") on February 5, 2021.
3. Application of New and Amended Standards and Interpretations
a. Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the "IFRSs") endorsed and issued into effect by the Financial Supervisory Commission (the "FSC")
The initial application of the IFRSs endorsed and issued into effect by the FSC would not have any material impact on the Group's accounting policies.
b. The IFRSs endorsed by the FSC for application starting from 2021
| Effective Date Announced | |
|---|---|
| New/Revised/Amended Standards and Interpretations | by IASB |
| Amendments to IFRS 4 "Extension of the Temporary | Effective from the date of |
| Exemption from Applying IFRS 9" | promulgation |
| Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS | Effective from the annual |
| 16 - "Interest Rate Benchmark Reform - Phase 2" |
reporting period beginning |
| after January 1, 2021 | |
| Amendments to IFRS 16 "Covid-19-Related Rent | Effective from the annual |
| Concessions" | reporting period beginning |
| after June 1, 2021 |
As of the approval date for the publishing of the financial statements, the Company continuously assesses the impacts of amendments to other standards and interpretations on its financial position and financial performance and will disclose relevant impacts upon the completion of the assessment in due course.
c. IFRSs in issue but not yet endorsed and issued into effect by the FSC
| Effective Date Announced | |
|---|---|
| New/Revised/Amended Standards and Interpretations | by IASB (Note 1) |
| "Annual Improvements to IFRSs 2018-2020 Cycle" | January 1, 2022 (Note 2) |
| Amendments to IFRS 3 "Amendments to References to the | January 1, 2022 (Note 3) |
| Conceptual Framework" | |
| Amendments to IFRS 10 and IAS 28 "Sale or Contribution of | To be determined |
| Assets between an Investor and Its Associate or Joint Venture" | |
| IFRS 17 "Insurance Contracts" | January 1, 2023 |
| Amendments to IFRS 17 | January 1, 2023 |
| Amendments to IAS 1 "Classification of Liabilities as Current | January 1, 2023 |
| or Non-Current" | |
| Amendments to IAS 1 in "Disclosure of Accounting Policies" | January 1, 2023 (Note 6) |
| Amendment to IAS 8 - "Definition of Accounting Estimates" |
January 1, 2023 (Note 7) |
| Amendments to IAS 16 "Property, Plant and Equipment - | January 1, 2022 (Note 4) |
| Proceeds before Intended Use" | |
| Amendments to IAS 37 "Onerous Contracts - Cost of |
January 1, 2022 (Note 5) |
| Fulfilling a Contract" |
Note 1: Unless stated otherwise, the above new/revised/amended IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
Note 2: The amendments to IFRS 9 apply to the exchanges of financial liabilities or the alterations in its terms that occur during the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 "Agriculture" apply to the fair value measurements during the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 "First-time Adoptions of IFRSs" apply for annual reporting periods beginning on or after January 1, 2022.
Note 3: The amendments shall apply to the business merger with an acquisition date during the annual reporting periods beginning on or after January 1, 2022.
Note 4: The amendments apply to property, plant and equipment that arrived at the location and achieved the condition required for their operating method expected by the management on or after January 1, 2021.
Note 5: The amendments apply to contracts with outstanding obligations on January 1, 2022.
- Note 6: Application of the amendments is deferred for the annual reporting period beginning on or after January 1, 2023.
- Note 7: The amendments apply to the changes in accounting estimates and changes in accounting policies that occurred during the annual reporting period beginning on or after January 1, 2023.
As of the approval date for the publishing of the financial statements, the Company continuously assesses the impacts of amendments to other standards and interpretations on its financial position and financial performance and will disclose relevant impacts upon the completion of the assessment in due course.
4. Summary of Significant Accounting Policies
a. Statement of compliance
The financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs endorsed and issued into effect by FSC.
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 are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of relevant inputs:
- 1) Level 1 input: Refer to quoted prices in active markets for identical assets or liabilities on the measurement date (unadjusted);
- 2) Level 2 input: Refer to observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly (i.e., prices) or indirectly (i.e., deduced from prices).
- 3) Level 3 input: Refer to unobservable inputs for asset or liability.
- c. Standards for the classification of current and non-current assets and liabilities
Current assets include:
- 1) Assets held primarily for the purpose of trading;
- 2) Assets expected to be realized within 12 months after the reporting period; and
- 3) Cash (excluding those being restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period).
Current liabilities include:
- 1) Liabilities held primarily for the purpose of trading;
- 2) Liabilities due to be settled within 12 months after the reporting period; and
- 3) Liabilities for which the settlement may not be unconditionally deferred for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., subsidiaries). Adjustments are made to the financial statements of subsidiaries to align their accounting policies with those used by the Group. All intra-group transactions, account balances, income, and expenses are eliminated in full upon consolidation. The total comprehensive income of subsidiaries is attributed to owners of the Company and non-controlling interests even if this results in the non-controlling interests having a deficit balance.
See Note 10 and Tables 7 and 8 for details on subsidiaries, shareholding, and scope of business.
e. Foreign currencies
In preparing the financial statements of the Company, transactions in currencies other than the Company's functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing on that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period, except for the changes in the fair value are recognized in other comprehensive income/(loss), in which cases, the exchange differences arising thereof are also recognized in other comprehensive income/(loss).
Non-monetary items measured at historical costs that are denominated in foreign currencies are translated using the exchange rate on the date of the transaction without re-translation.
In preparing the consolidated financial statements, assets and liabilities of overseas operating institutions (including subsidiaries in other countries that have or use currencies that are different from that of the Company) are translated into the New Taiwan dollar at exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. The resulting translation differences are recognized in other comprehensive income/(loss).
f. Inventory
Inventories consist of raw materials, supplies, finished goods, and work in progress. Inventories are measured at the lower of costs or net realizable value. Apart from inventories under the same category, an item-by-item basis is adopted in comparing costs and net realizable value. The net realizable value is the estimated selling price of inventories less estimated costs to be invested until the completion and the estimated costs required for the completion of the sale under general circumstances. The weighted-average method is adopted for the calculation of inventory costs.
g. Property, plant and equipment
Property, plant and equipment are recognized at cost, and are subsequently measured at costs
less accumulated depreciation.
Property, plant and equipment under construction are recognized at costs less accumulated impairment losses. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are classified into the appropriate categories of property, plant and equipment and depreciated when they are completed and ready for their intended use.
Property, plant and equipment are recognized using the straight-line method during its useful life. Each significant part is depreciated separately. The Group reviews estimated useful lives, residual values, and depreciation methods at the end of each year, with the effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the net consideration from the disposal and the carrying amount of the asset is recognized in profit or loss.
h. Impairment of property, plant and equipment, and right-of-use assets
At the end of each reporting period, the Group determines whether there is any indication that property, plant and equipment, and right-of-use assets have suffered any impairment loss. If any impairment indication exists, the Group estimates the recoverable amount of the asset. When it is impossible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less selling costs and value in use. If the recoverable amount of an asset or cash-generating unit is less than its carrying amount, the carrying amount of the asset or cash-generating unit shall be reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the asset or cashgenerating unit shall be increased to the revised recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
i. Financial instruments
Financial assets and financial liabilities are recognized in the consolidated balance sheets when the Group becomes a party to the contractual provisions of the instruments.
Upon initial recognition, apart from financial assets and financial liabilities measured at fair value through profit or loss, financial assets and financial liabilities are measured at fair value, plus transaction costs that are directly attributable to the acquisition or issuance of financial assets or financial liabilities. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately as profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
a) Measurement categories
Financial assets held by the Group are classified into financial assets at amortized cost and investments in equity instruments measured at fair value through other comprehensive income.
i. Financial assets at amortized cost
When the Group's investments in financial assets fulfill the following conditions at the same time, the investment shall be categorized as financial assets at amortized cost:
- i) Held under a certain business model, and the purpose of the model is holding such financial assets to collect the contractual cash flows; and
- ii) The contractual terms give rise to cash flows on specified dates that are solely used for payments of principal and interest on the principal amount outstanding. After initial recognition, financial assets at amortized cost (including cash, receivables at amortized cost, other receivables, and refundable deposits (stated as other non-current assets)) are measured at the gross carrying amount determined through the effective interest method less amortized costs of any impairment losses. Any exchange gain or loss of foreign currencies is recognized in profit or loss.
Except for the following circumstances, interest income is calculated by multiplying the effective interest rate by the gross carrying amount of the financial assets:
- i) In the case of purchased or originated credit-impaired financial assets, interest income is recognized by applying the credit-adjusted effective interest rate to the amortized cost.
- ii)In the case of a financial asset that is not a purchased or originated credit-impaired financial asset but subsequently has become credit-impaired, interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset.
Credit-impaired financial assets are those where the issuer or debtor has experienced major financial difficulties or defaults, and the debtor is likely to claim bankruptcy or other financial restructurings, or disappearance of an active market for the financial asset due to financial difficulties.
ii. Investments in equity instruments measured at fair value through other comprehensive income
Upon initial recognition, the Group may make an irrevocable election to designate the investments in equity instruments that are neither held for trading nor contingent consideration recognized a business acquisition to be measured at fair value through other comprehensive income.
Investments in equity instruments measured at fair value through other comprehensive income are measured at fair value, and any subsequent changes in the fair value are recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss upon their disposal; instead, they will be directly transferred to retained earnings.
Dividends of investments in equity instruments measured at fair value through other comprehensive income are recognized in profit or loss when the Group's right to receive payment is established, unless such dividends clearly represent the recovery of a part of the investment cost.
b) Impairment of financial assets
At the end of each reporting period, the Group evaluates the impairment loss of financial assets at amortized cost (including trade receivables) based on the expected credit loss. Loss allowances are recognized against trade receivables based on the lifetime expected credit loss. For other financial instruments, the Group recognizes their loss allowance at an amount equal to 12-month expected credit losses if their credit risk has not increased significantly since initial recognition, or otherwise, their lifetime expected credit losses.
An expected credit loss is a weighted-average credit loss with the risks of default as weights. The 12-month expected credit loss on a financial instrument represents the portion of its lifetime expected credit loss that is expected to result from possible default events within 12 months after the end of the reporting period, whereas the lifetime expected credit loss represents the expected credit loss that will result from all possible default events over the expected life of a financial instrument.
For the purpose of internal credit risk management, the Group deems the occurrence of the following conditions as a default on financial assets, without considering the collateral held:
- i. There is any internal or external information indicating that it is impossible for the debtor to settle the debt.
- ii. Where the account ages more than 366 days, unless there is any reasonable and authenticated information indicating that the deferred default basis is more appropriate.
The impairment loss of all financial assets is reduced based on the allowance account.
c) Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when the financial asset is transferred, and nearly all the risks and rewards of ownership of the asset are transferred to other entities.
On derecognition of financial assets at amortized cost in its entirety, the difference between its carrying amount and the consideration received is recognized in profit or loss. On derecognition of equity instruments at fair value through other comprehensive income its entirety, the cumulative gain or loss is directly transferred to retained earnings, instead of reclassifying as profit or loss.
- 2) Financial liabilities
- a) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
b) Derecognition of financial liabilities
On derecognition of financial liabilities, the differences between its carrying amount and the consideration paid, including any non-cash assets transferred or liabilities assumed, are recognized as profit or loss.
j. Treasury shares
The Company's shares held by subsidiaries are stated at cost and shown as a deduction in equity attributable to owners of the Company.
k. Income recognition
The Group allocates the transaction price to each performance obligation after the customer had identified the performance obligations and recognizes its income upon the fulfillment of each performance obligation.
Sales of goods are generated from the sales of textiles, raw materials for yards, and garments. Upon the fulfillment of trading conditions for textiles, raw materials for yards, and garments, the customer has the right to the pricing and use of the commodities, assumes the primary responsibility of re-sale, and bears the risk of obsolescence; the Group recognizes its income and trade receivables at such time.
For processing subcontract, the control over the ownership of the processing products is not transferred; therefore, the Company does not recognize the income thereof.
l. Lease
The Group evaluates whether a contract is (or includes) a lease on the contract establishment date.
Except for lease payment of low-value assets lease and short-term leases to which exemption is
applicable are recognized as expenses on a straight-line basis over the lease term, other leases are recognized as right-of-use assets and lease liabilities on the lease's starting date.
Right-of-use assets are initially measured at cost, and subsequently measured at cost less accumulated depreciation, and adjusted for any remeasurements of the lease liability. Right-ofuse assets are separately presented in the consolidated balance sheets.
Right-of-use assets are depreciated on a straight-line basis over the period from the lease commencement date to the end of its useful lives, or to the end of the lease term, whichever is earlier.
Lease liabilities are initially measured at the present value of lease payments. When the interest rate implicit in a lease can be easily determined, lease payments are discounted using the interest rate. If the interest rate cannot be easily determined, lease payments are discounted using the lessee's incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, and interest expenses are amortized over the lease term.
m. Government grants
Government grants are only recognized when they can be reasonably assured that the Group would comply with the conditions imposed for the government grants and that such grants can be received.
Government grants related to revenue are recognized in other income on a systematic basis during the period when the Group recognizes the relevant costs that such grants are intended to compensate as expenses.
If the government grants are used to compensate fees or losses that had occurred, or are given to the Group for the purpose of immediate financial support without related future costs, such grants may be recognized in profit or loss within the collectible period.
n. Borrowing costs
Borrowing costs directly attributable to an acquisition, construction, or production of qualifying assets are added to the cost of such assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their capital expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than those stated above, all other borrowing costs are recognized as profit or loss in the period in which they are incurred.
- o. Employee benefits
- 1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the nondiscounted amount of the benefits expected to be paid in exchange for the employees'
services.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest, and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities are recognized as employee benefits expenses upon occurrence. Remeasurement, comprising actuarial gains or losses and the return on plan assets (net of interest), is recognized in other comprehensive income/(loss) upon occurrence, and will not be reclassified to profit or loss.
Net defined benefit liabilities represent the appropriation deficit in the defined benefit plans.
p. Income tax
The income tax expense represents the sum of the current income tax and deferred tax.
1) Current income tax
The Group determines its current income (losses) according to the regulations established by the governing authority of each income tax reporting region and calculates the income tax payable (recoverable) accordingly.
According to the Income Tax Law of the ROC, an additional tax of unappropriated earnings is recognized in the year the shareholders approve to retain earnings.
Adjustments to the income tax payables in prior years are accounted for as the current income tax.
2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all temporary taxable differences. Deferred tax assets are recognized for all temporary deductible differences and unused loss carryforwards to the extent that it is probable that taxable profits will be available against which those temporary deductible differences can be utilized.
Deferred tax liabilities are recognized for temporary taxable differences associated with investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from temporary deductible differences associated with such investments are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences, and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and increased to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liabilities are settled, or the assets are realized. Such tax rate is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences arising from the manner in which the Company expects to recover or settle the carrying amount of its assets and liabilities at the end of the reporting period.
3) Current and deferred income taxes
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income/(loss) or directly in equity, in which case, the current and deferred income taxes are recognized in other comprehensive income/(loss) or directly in equity, respectively.
5. Critical Accounting Judgments and Key Sources of Estimation Uncertainty
When adopting the Group's accounting policies, the management is required to make judgments, estimates, and assumptions for relevant information that are not readily apparent from other sources based on historical experiences and other related factors. Actual results may differ from these estimates.
The Group has included the economic impacts caused by COVID-19 into the considerations for significant accounting estimates. The management will review the estimates and basic assumptions on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
Key sources of estimation uncertainty - inventory obsolescence losses
The obsolescence status of inventories is evaluated according to their aging status, and the ratio for providing the impairment amount is estimated based on historical experiences, to serve as the basis for evaluating inventory obsolescence losses. Significant losses may occur when the actual inventory impairment in the future is higher than expected.
6. Cash
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Cash on hand and working capital | \$ 4,737 |
\$ 5,358 |
| Checks and demand deposits in banks | 743,454 | 179,787 |
| \$ 748,191 |
\$ 185,145 |
|
7. Financial Assets at Fair Value through Other Comprehensive Income
| December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|
| Current | |||
| Domestic investments | |||
| Shares of listed companies | |||
| Far Eastern International Bank Co., Ltd. - | |||
| ordinary shares |
\$ 80,742 |
\$ 86,548 |
|
| Non-current | |||
| Domestic investments | |||
| Unlisted shares | |||
| Jin Lead Industrial Co., Ltd. - ordinary |
|||
| shares | \$ 3,433 |
\$ 6,945 |
|
| Dah Chung Bills Finance Corp. - ordinary |
|||
| shares | 15 | 15 | |
| \$ 3,448 |
\$ 6,960 |
The Group invests in ordinary shares of Far Eastern International Bank Co., Ltd., Jin Lead Industrial Co., Ltd., and Dah Chung Bills Finance Corp. according to its strategic objectives and expects to earn profits from the strategic investments. The management of the Group elected to designate these investments to be measured at fair value through other comprehensive income as they believed that recognizing short-term fluctuations in these investments' fair value in profit or loss would not be consistent with the aforementioned strategic investment plan.
8. Notes Receivable and Trade receivables (including those from Related Parties)
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Notes receivable Measured at amortized costs Gross carrying amount - occurred due to operations |
\$ 4,026 |
\$ 9,330 |
| Trade receivables Measured at amortized costs Gross carrying amount Less: Allowance for losses |
\$ 1,360,201 23,328 \$ 1,336,873 |
\$ 1,159,383 30,032 \$ 1,129,351 |
The Group's average credit period for sales of goods is 30 to 180 days. Interest does not accrue for trade receivables. To mitigate credit risks, the management of the Group has assigned a delegated team to be responsible for the determination of credit facilities, loan approval, and other monitoring procedures to ensure that appropriate actions are adopted for the recovery of overdue trade receivables. In addition, the Group reviews the recoverable amount of trade receivables on a caseby-case basis at the end of the reporting period to ensure that adequate allowance for impairment losses are made for the irrecoverable trade receivables. In this regard, the management of the Group believes that the Group's credit risk has been significantly reduced.
The Group recognizes the allowance for losses of trade receivables based on the lifetime expected credit loss. Lifetime expected credit loss is calculated based on a provision matrix, taking into account the customer's past default records and its current financial conditions. As the Group's historical credit loss experience does not show significantly different loss patterns for different customer bases, customer bases are not further distinguished for the provision matrix, and the Group stipulates the rate of expected credit loss merely based on the number of days past due regarding the trade receivables.
The Group writes-off trade receivables when there is evidence indicating that the counterparty is experiencing severe financial difficulty and the Group has no recoverable amount that is reasonably expected, such as liquidation undergoing by the counterparty. However, the Company will continue to engage in enforcement activity to attempt to recover the receivables due.
As of December 31, 2020 and 2019, according to the analysis based on the number of days past due conducted by the Group, notes receivables are not overdue; therefore, no expected credit loss is provided for note receivables.
The Group's allowances for loss of trade receivables measured based on the provisional matrix are as follows:
December 31, 2020
| 90 days and below |
91 - 180 days | 181 days and above |
Total | |
|---|---|---|---|---|
| Rate of expected credit loss | 0.07%~4.94% | 1.02%~14.66% | 3.69%~100% | |
| Gross carrying amount | \$ 1,233,354 | \$ 92,497 |
\$ 34,350 |
\$ 1,360,201 |
| Allowance for loss (lifetime expected credit loss) |
( 6,513 ) |
( 6,696 ) |
( 10,119 ) |
( 23,328 ) |
| Amortized costs | \$ 1,226,841 | \$ 85,801 |
\$ 24,231 |
\$ 1,336,873 |
December 31, 2019
| 90 days and | 181 days and | |||
|---|---|---|---|---|
| below | 91 - 180 days | above | Total | |
| Rate of expected credit loss | 0.06%~22.16% | 0.54%~53.03% | 2.83%~100% | |
| Gross carrying amount | \$ 1,108,413 | \$ 35,046 |
\$ 15,924 |
\$ 1,159,383 |
| Allowance for loss (lifetime expected | ( 17,636 ) |
( 3,155 ) |
( 9,241 ) |
( 30,032 ) |
| credit loss) |
| Amortized costs | \$ 1,090,777 | \$ 31,891 |
\$ 6,683 |
\$ 1,129,351 |
|---|---|---|---|---|
| Changes in allowance for loss of trade receivables are as follows: |
| 2020 | 2019 | |||
|---|---|---|---|---|
| Opening balance | \$ | 30,032 | \$ | 24,996 |
| Add: Provided (reversed) during | ||||
| the year | ( | 950 ) |
5,434 | |
| Less: Write-offs during the year | ( | 5,226 ) |
( | 88 ) |
| Differences of foreign currency | ||||
| translation | ( | 528 ) |
( | 310 ) |
| Closing balance | \$ | 23,328 | \$ | 30,032 |
9. Inventories
| December 31, 2020 |
December 31, 2019 | |
|---|---|---|
| Finished goods | \$ 3,431,007 |
\$ 3,170,854 |
| Work in progress | 933,412 | 1,357,820 |
| Raw materials | 121,651 | 114,211 |
| Supplies | 170,474 | 104,841 |
| \$ 4,656,544 |
\$ 4,747,726 |
The cost of sales related to inventories for the years ended December 31, 2020 and 2019 was NT\$6,260,612 thousand and NT\$6,843,823 thousand, respectively. The cost of sales, including inventory valuation and obsolescence losses, for the years ended December 31, 2020 and 2019 was NT\$517,347 thousand and NT\$22,518 thousand, respectively.
10. Subsidiaries
Subsidiaries included in the consolidated financial statements
The subjects for the preparation of the consolidated financial statements are as follows:
| Shareholding ratio (%) | ||||
|---|---|---|---|---|
| Name of the investing | 2020 | 2019 | ||
| company | Name of the subsidiary | Nature of business | December 31 | December 31 |
| The Company | Everest Investment (Holding) Ltd. |
Holdings and international trade | 100 | 100 |
| Everest International Develop Investment Co., Ltd. |
General investment | 100 | 100 | |
| Everest Textile (HK) Co., Ltd. | International trade | 99.3 | 99.3 | |
| Everest Investment (Holding) Limited |
Everest Textile (Thailand) Co., Ltd. |
Original equipment manufacturing, production, and sales of processed silk and woven fabrics |
100 | 100 |
| Everest Textile (Shanghai) Ltd. |
Research, development, dyeing, back-end processing and selling of high emulation chemical fibers and high-grade textile cloth |
100 | 100 | |
| Everest International Develop Investment Co., Ltd. |
Everest International (HK) Limited |
Investment and holdings | 100 | 100 |
| Everest Apparel (HK) Limited | Investment and holdings | 100 | 100 | |
| Everest International (HK) Limited |
Everest USA Holdings, Inc. | Investment and holdings | 100 | 100 |
| Everest USA Holdings, Inc. |
Everest Development USA, LLC. |
Operating asset management | 100 | 100 |
| Everest Textile USA, LLC. | Production and dyeing of yarn and woven fabrics |
100 | 100 | |
| Everest Apparel (HK) Limited |
Everest Apparel (Ethiopia) S.C. |
Apparel production | 100 | 100 |
| Everest Apparel (Haiti) S.A. | Apparel production | 100 | 100 |
11. Property, Plant and Equipment
| Land | Buildings | Machinery and equipment |
Transportation equipment |
Furniture and fixtures |
Miscellaneous equipment |
Construction in progress and equipment to be tested |
Total | |
|---|---|---|---|---|---|---|---|---|
| Costs | ||||||||
| Balance on January 1, 2019 |
\$ 708,787 |
\$ 2,077,608 | \$ 5,501,255 | \$ 76,910 |
\$ 363,365 |
\$ 805,584 |
\$ 644,810 |
\$ 10,178,319 |
| Additions | 1,808 47,209 |
392,286 | 3,139 | 42,521 | 264,335 | 130,038 | 881,336 | |
| Disposals | - ( 22,011) |
( 405,988) |
( 5,697) |
( 7,023) |
( 21,537) |
- | ( 462,256) |
|
| Net exchange difference | 2,044 15,668 |
( 28,479) |
1,082 | 5,959 | 12,948 | ( 26,979) |
( 17,757) |
|
| Balance on December 31, 2019 |
\$ 712,639 |
\$ 2,118,474 | \$ 5,459,074 | \$ 75,434 |
\$ 404,822 |
\$ 1,061,330 | \$ 747,869 |
\$ 10,579,642 |
| Accumulated depreciation | ||||||||
| Balance on January 1, 2019 |
\$ | - \$ 939,095 |
\$ 2,543,227 | \$ 28,244 |
\$ 162,127 |
\$ 372,993 |
\$ - |
\$ 4,045,686 |
| Depreciation expenses | - 81,465 |
403,187 | 12,522 | 44,110 | 104,074 | - | 645,358 | |
| Disposals | - ( 22,011) |
( 401,133) |
( 5,697) |
( 7,013) |
( 21,288) |
- | ( 457,142) |
|
| Net exchange difference | - 16,752 |
1,433 | - | 5,434 | 19,596 | - | 43,215 | |
| Balance on December 31, | \$ | - \$ 1,015,301 |
\$ 2,546,714 | \$ 35,069 |
\$ 204,658 |
\$ 475,375 |
\$ - |
\$ 4,277,117 |
| 2019 Net balance on December |
\$ 712,639 |
\$ 1,103,173 | \$ 2,912,360 | \$ 40,365 |
\$ 200,164 |
\$ 585,955 |
\$ 747,869 |
\$ 6,302,525 |
| 31, 2019 | ||||||||
| Costs | ||||||||
| Balance on January 1, | \$ 712,639 |
\$ 2,118,474 | \$ 5,459,074 | \$ 75,434 |
\$ 404,822 |
\$ 1,061,330 | \$ 747,869 |
\$ 10,579,642 |
| 2020 | ||||||||
| Additions | - 28,726 |
321,481 | 9,491 | 75,592 | 498,500 | ( 672,540) |
261,250 | |
| Disposals Net exchange difference |
( | - ( 9,935) 4,681 ) ( 36,127) |
( 129,675) ( 108,990) |
( 4,257) ( 1,945) |
( 18,473) ( 10,247) |
( 20,398) ( 67,504) |
- ( 9,385) |
( 182,738) ( 238,879) |
| Balance on December 31, | \$ 707,958 |
\$ 2,101,138 | \$ 5,541,890 | \$ 78,723 |
\$ 451,694 |
\$ 1,471,928 | \$ 65,944 |
\$ 10,419,275 |
| 2020 | ||||||||
| Accumulated depreciation | ||||||||
| Balance on January 1, | \$ | - \$ 1,015,301 |
\$ 2,546,714 | \$ 35,069 |
\$ 204,658 |
\$ 475,375 |
\$ - |
\$ 4,277,117 |
| 2020 | ||||||||
| Depreciation expenses | - 80,172 |
380,718 | 12,058 | 47,199 | 133,561 | - | 653,708 | |
| Disposals Net exchange difference |
- ( 9,935) - ( 17,970) |
( 110,290) ( 38,968) |
( 4,203) ( 755) |
( 17,894) ( 6,460) |
( 20,149) ( 25,740) |
- - |
( 162,471) ( 89,893) |
|
| Balance on December 31, | \$ | - \$ 1,067,568 |
\$ 2,778,174 | \$ 42,169 |
\$ 227,503 |
\$ 563,047 |
\$ - |
\$ 4,678,461 |
| 2020 | ||||||||
| Net balance on December 31, 2020 |
\$ 707,958 |
\$ 1,033,570 | \$ 2,763,716 | \$ 36,554 |
\$ 224,191 |
\$ 908,881 |
\$ 65,944 |
\$ 5,740,814 |
No impairment assessment was performed for the years ended December 31, 2019 as there was no indication of impairment.
The Company assessed the impairment of property, plant and equipment for the year ended December 31, 2020 and used the value in use as the basis for calculating the recoverable amount. The value-in-use calculation is based on the estimated cash flows of the Company's future financial projections and is calculated by the rate of 7.44% as of December 31, 2020 to reflect the specific risks of the related cash-generating units. After the assessment, no impairment loss on property, plant and equipment has been recognized in 2020.
The depreciated expenses are provided for on a straight-line basis over the following estimated useful lives:
| Buildings | |
|---|---|
| Main buildings | 2-56 years |
| Engineering systems | 5-51 years |
| Machinery and equipment | 2-30 years |
| Transportation equipment | 2-16 years |
| Furniture and fixtures | 2-15 years |
| Miscellaneous equipment | 2-15 years |
Please refer to Note 26 for the amount of property, plant and equipment pledged as collateral for borrowings. Part of the Group's land is agricultural land, and the ownership is temporarily registered in the name of others. Furthermore, it has been mortgaged to the Group.
12. Lease Agreements
a. Right-of-use assets
| December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|
| Carrying amount of right-of-use assets | |||
| Buildings | \$ 541,495 |
\$ 654,702 |
|
| Transportation equipment | 2,695 | 2,842 | |
| Furniture and fixtures | - | 79 | |
| \$ 544,190 |
\$ 657,623 |
||
| 2020 | 2019 | ||
| Addition of right-of-use assets | \$ 28,471 |
\$ 15,390 |
|
| Depreciation expense of right-of-use assets | |||
| Buildings | \$ 101,832 |
\$ 110,133 |
|
| Transportation equipment | 1,825 | 1,711 | |
| Furniture and fixtures | 79 | 163 | |
| \$ 103,736 |
\$ 112,007 |
b. Lease liabilities
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Carrying amount of lease liabilities | ||
| Current | \$ 85,578 |
\$ 94,044 |
| Non-current | \$ 506,670 |
\$ 609,650 |
The discount rate ranges for lease liabilities are as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Buildings | 1.06%~4.12% | 1.12%~4.12% |
| Transportation equipment | 1.10%~3.77% | 1.11%~3.77% |
| Furniture and fixtures | 3.77% | 3.77% |
c. Major lease activities and terms
The Group leases certain transportation equipment and furniture and fixtures for operational use, and the lease period is 1 to 3 years.
The Group also leases certain buildings to use as plants, office, and retail outlets, and the lease period is 1-3 years. At the end of the lease period, the Group has no right of first refusal for the leased building.
d. Other lease information
| 2020 | 2019 | ||
|---|---|---|---|
| Short-term lease expenses | \$ 15,266 |
\$ 14,257 |
|
| Total cash outflows on lease | \$ 127,215 |
\$ 121,177 |
The Group elects to apply the recognition exemptions to buildings and transportation equipment that qualify as short-term leases, and the Group does not recognize the related right-of-use assets and lease liabilities.
13. Other Assets
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Current | ||||
| Prepayments for goods | \$ | 63,639 | \$ | 40,762 |
| Input tax | 43,820 | 40,554 | ||
| Prepaid expenses | 26,376 | 53,768 | ||
| Refundable deposits | 10,655 | 777 | ||
| Others | 31,128 | 27,647 | ||
| \$ | 175,618 | \$ | 163,508 | |
| Non-current | ||||
| Prepayments for equipment | \$ | 78,867 | \$ | 39,174 |
| Refundable deposits | 17,158 | 16,668 | ||
| \$ | 96,025 | \$ | 55,842 |
14. Borrowings
a. Short-term loans
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Bank credit borrowings | \$ 1,031,336 |
\$ 1,300,861 |
| Bank secured borrowings | 1,334,915 | 1,354,645 |
| Bank mortgage borrowings | 276,447 | 55,568 |
| \$ 2,642,698 |
\$ 2,711,074 |
The interest rates of short-term borrowings at the end of the reporting period were as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Bank credit borrowings | 0.83%~1.07% | 0.97%~3.915% |
| Bank secured borrowings | 1.175%~2.9% | 2.708%~3.463% |
| Bank mortgage borrowings | 0.93%~2.04% | 3% |
b. Short-term bills payable
December 31, 2020
| Promissory institution | Nominal amount |
Discount amount |
Carrying amount |
Interest rate range (%) |
Name of the collateral |
|---|---|---|---|---|---|
| Commercial paper payable | |||||
| Mega bills | \$ 300,000 |
\$ 142 |
\$ 299,858 |
1.058 | N/A |
| Ta Ching bills | 150,000 | 34 | 149,966 | 1.07 | N/A |
| Ta Ching bills | 100,000 | 68 | 99,932 | 1.01 | N/A |
| Ta Ching bills | 200,000 | 58 | 199,942 | 0.55 | N/A |
| China bills | 300,000 | 196 | 299,804 | 1.05 | N/A |
| Grand bills | 300,000 | 86 | 299,914 | 1.06 | N/A |
| Taiwan Cooperative bills | 100,000 | 138 | 99,862 | 1.05 | N/A |
| International bills | 150,000 | 160 | 149,840 | 1.045 | N/A |
| \$1,600,000 | \$ 882 |
\$ 1,599,118 |
December 31, 2019
| Promissory institution | Nominal amount |
Discount amount |
Carrying amount |
Interest rate range (%) |
Name of the collateral |
|---|---|---|---|---|---|
| Commercial paper payable | |||||
| Mega bills | \$ 150,000 |
\$ 106 |
\$ 149,894 |
0.78 | N/A |
| Ta Ching bills | 150,000 | 108 | 149,892 | 0.77 | N/A |
| China bills | 100,000 | 51 | 99,949 | 0.56 | N/A |
| Grand bills | 200,000 | 153 | 199,847 | 0.80 | N/A |
| Taiwan Cooperative bills | 100,000 | 77 | 99,923 | 0.83 | N/A |
| International bills | 100,000 | 127 | 99,873 | 0.62 | N/A |
| \$ 800,000 |
\$ 622 |
\$ 799,378 |
c. Long-term borrowings
| December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|
| Unsecured borrowings | |||
| Bank credit borrowings | \$ 2,898,333 |
\$ | 2,975,833 |
| Secured borrowings | |||
| Bank mortgage borrowings | 557,500 | 16,667 | |
| 3,455,833 | 2,992,500 | ||
| Less: Those mature within one year | 697,500 | 726,667 | |
| \$ 2,758,333 |
\$ | 2,265,833 |
The abovementioned bank borrowings fall due one after another by September 2024. The interest rate per annum on December 31, 2020 and 2019 is 0.95%-1.47% and 1%-1.4%, respectively.
15. Notes Payable and Trade Payables
The Group's notes payable and trade payables occurred due to its operations.
The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
16. Other Liabilities
| December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|
| Other payables | |||
| Payable for salaries or bonuses | \$ | 182,515 | \$ 185,040 |
| Payable for purchases of equipment | 33,690 | 29,629 | |
| Payable for utilities | 28,076 | 27,614 | |
| Payable for shipping expenses | 28,622 | 17,990 | |
| Payable for labor and health insurance | 21,977 | 20,677 | |
| Payable for commissions | 20,234 | 9,725 | |
| Payable for pension | 16,912 | 17,863 | |
| Payable for annual leave |
14,945 | 16,399 | |
| Payable for processing expenses | 9,235 | 7,480 | |
| Payable for remuneration of directors | 2,830 | 2,830 | |
| Payable for employees' compensation | 189 | 5,854 | |
| Others | 90,617 | 69,855 | |
| \$ | 449,842 | \$ 410,956 |
|
| Other liabilities | |||
| Temporary payment | \$ | 12,399 | \$ 9,879 |
| Receipts under custody | 9,665 | 11,234 | |
| Guarantee deposits | 5,453 | 7,472 | |
| Others | 9,611 | 1,336 | |
| \$ | 37,128 | \$ 29,921 |
17. Retirement Benefit Plans
a. Defined contribution plans
The Group adopted a pension plan under the "Labor Pension Act," which is a state-managed defined contribution plan. Under the Labor Pension Act, the Company makes monthly contributions to employees' individual pension accounts at 6% of monthly salaries. Employees of the Group's subsidiaries in China, Thailand, Hong Kong, the U.S., Ethiopia, and Haiti are the participants of the retirement benefit plans operated by local governments. The subsidiaries shall allocate salary costs at a particular ratio to the retirement benefit plans to provide funds for the plans. The obligation of the Group regarding the retirement benefit plans operated by such governments is limited to the allocation of a particular amount.
b. Defined benefit plans
The pension system adopted by the Group in accordance with the "Labor Standards Act" is a defined benefit plan operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries for the six months before retirement. The Company contributes amounts equal to 4% of total monthly salaries to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee's name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor, and the Company has no right to affect the investment management policy and strategy.
The amounts included in the consolidated balance sheets in respect of the defined benefit plans are set out as follows:
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Present value of defined benefit obligation | \$ | 397,945 | \$ | 402,576 |
| Fair value of plan assets | ( | 322,430 ) |
( | 342,528 ) |
| Net defined benefit liabilities | \$ | 75,515 | \$ | 60,048 |
Movements in net defined benefit liabilities are as follows:
| Present value of | Net defined | ||
|---|---|---|---|
| defined benefit | Fair value of | benefit | |
| obligation | plan assets | liabilities | |
| Balance on January 1, 2019 | \$ 403,893 |
( \$ 344,071 ) |
\$ 59,822 |
| Service cost | |||
| Current service cost | 11,178 | - | 11,178 |
| Interest expenses (income) | 4,544 | ( 4,286 ) |
258 |
| Recognized in profit or loss | 15,722 | ( 4,286 ) |
11,436 |
| Remeasurements | |||
| Return on plan assets (excluding amounts that are included in net interest) |
- | ( 12,528 ) |
( 12,528 ) |
| Actuarial losses - changes in demographic assumptions |
1,624 | - | 1,624 |
| Actuarial losses - changes in financial assumptions |
8,118 | - | 8,118 |
| Actuarial losses - experience adjustments |
34,857 | - | 34,857 |
| Recognized in other comprehensive | 44,599 | ( 12,528 ) |
32,071 |
| income/(loss) | |||
| Contributions from the employer | - | ( 40,814 ) |
( 40,814 ) |
| Benefits paid | ( 61,638 ) |
59,171 | ( 2,467 ) |
| Balance on December 31, 2019 | 402,576 | ( 342,528 ) |
60,048 |
| Service cost | |||
| Current service cost | 40,959 | - | 40,959 |
| Interest expenses (income) | 3,221 | ( 2,920 ) |
301 |
| Recognized in profit or loss | 44,180 | ( 2,920 ) |
41,260 |
| Remeasurements | |||
| Return on plan assets (excluding amounts that are included in net interest) |
\$ - |
( \$ 11,313 ) |
( \$ 11,313 ) |
| Actuarial losses - changes in demographic assumptions |
2,351 | - | 2,351 |
| Actuarial losses - changes in financial assumptions |
11,753 | - | 11,753 |
| Actuarial gains - experience adjustments |
( 3,183 ) |
- | ( 3,183 ) |
| Recognized in other comprehensive |
10,921 | ( 11,313 ) |
( 392 ) |
| income/(loss) | |||
| Contributions from the employer | - | ( 23,508 ) |
( 23,508 ) |
| Benefits paid | ( 59,732 ) |
57,839 | ( 1,893 ) |
| Balance on December 31, 2020 | \$ 397,945 |
( \$ 322,430 ) |
\$ 75,515 |
The amounts recognized in profit or loss in respect of the defined benefit plans by functions are compiled as follows:
| 2020 | 2019 | |||||
|---|---|---|---|---|---|---|
| Operating costs | \$ | 26,505 | \$ | 8,955 | ||
| Selling and marketing expenses | 4,693 | 540 | ||||
| General and administrative expenses | 5,925 | 1,342 | ||||
| Research and development expenses | 4,137 | 599 | ||||
| \$ | 41,260 | \$ | 11,436 |
The Group is exposed to the following risks due to the defined benefit plans under the "Labor Standards Act":
- 1) Investment risk: The labor pension funds are invested in domestic and foreign equity and debt securities, bank deposits, and other targets. The investment is conducted at the discretion of the Bureau of Labor Funds, Ministry of Labor, or through its designated agencies. However, the rate of return on plan assets of the Group shall not be less than the interest rate on a two-year time deposit published by the local banks.
- 2) Interest rate risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, the debt investment returns on the plan assets would also increase accordingly, and both items have the effect of offsetting the effects of net defined benefit liabilities.
- 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salaries of plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations for the present value of the Group's defined benefit obligation were carried out by qualified actuaries. The significant assumptions on the date of measurement are as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Discount rate | 0.35% | 0.80% |
| Expected growth rate of salary | 1.00% | 1.00% |
When possible reasonable changes in the significant actuarial assumptions occur, and all other assumptions remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Discount rate | ||||
| Increase by 0.25% | ( \$ |
6,676 ) |
( \$ |
6,385 ) |
| Decrease by 0.25% | \$ | 6,873 | \$ | 6,573 |
| Expected growth rate of salary | ||||
| Increase by 0.25% | \$ | 6,538 | \$ | 6,230 |
| Decrease by 0.25% | ( \$ |
6,382 ) |
( \$ |
6,080 ) |
The sensitivity analysis presented above may not be representative of the actual changes in the present value of the defined benefit obligation, as it is unlikely that changes in any of the assumptions would occur in isolation of one another for the reason that the assumptions may be correlated.
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Expected contributions to the plan within one | ||||
| year | \$ 23,508 |
\$ 45,000 |
||
| Average duration of the defined benefit | ||||
| obligation | 7 years | 7 years | ||
18. Equity
a. Ordinary shares
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Number of shares authorized (in thousands) | 560,000 | 560,000 |
| Share capital authorized | \$ 5,600,000 |
\$ 5,600,000 |
| Number of shares issued and paid-up (in | ||
| thousands) | 509,834 | 509,834 |
| Share capital issued | \$ 5,098,341 |
\$ 5,098,341 |
Issued ordinary shares with a par value of NT\$10 carry the right of one vote per share and a right to dividends.
In June 2019, the shareholders resolved in their meeting to issue new shares by utilizing the earnings for 2018 in capital increase; the par value of a new share is NT\$10, totaled NT\$99,967 thousand.
b. Capital surplus
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| May be used to offsetting a deficit, distributed | ||
| as cash dividends, or transferred to share | ||
| capital | ||
| Treasury share transactions (Note) | \$ 99,644 |
\$ 99,644 |
- Note: 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, but only at a certain percentage of the Company's capital surplus and once a year.
- c. Retained earnings and dividend policy
Under the dividend policy as set forth in the Company's Articles of Incorporation (the "Articles"), where the Company made profits 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 unappropriated earnings from the previous year shall be used as earnings available for appropriation. Such earnings shall be distributed as shareholders' dividends equally based on the number of all shares, provided that a portion of such earning may be retained in accordance with the business conditions.
However, in case of capital increases, the incremental shares shall be appropriated in accordance with the respective resolution made in the shareholders' meetings. For the Company's policies on the distribution of employees' compensation and remuneration of directors, refer to Note 20(h) "Employees' compensation and remuneration of directors and supervisors."
The Company appropriates dividends according to a stable dividend distribution while taking into account the features of economic changes regarding its business, the effects of products or services, in terms of their lifecycle, and taxation on its future cash demands. Except for capital demands such as improving the financial structure and providing for the reinvestment, expansion of production capacity, or other significant capital expenditure, the distribution of dividends shall be no less than 50% of the balances equal to the net profit after income tax for the year less amounts offsetting deficits, legal reserve, and special reserve. The cash dividends shall be no less than10% of the current shareholders' bonuses for the year.
The legal reserve shall be appropriated until its balances reach the total paid-in capital of the Company. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company's total paid-in capital, the excess may be transferred to capital and distributed in cash.
The Company makes appropriation and reversal for special reserves according to requirements under Letter Jin-guan-zheng-fa-zi No. 1010012865 and Letter Jin-guan-zhengfa-zi No. 1010047490 issued by the FSC and the "Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs."
The Company's appropriations of earnings for 2019 and 2018 were approved at the shareholders' meetings in June 2020 2019, respectively. The appropriations of earnings were as follows:
| Appropriations of | |
|---|---|
| earnings | |
| 2018 | |
| Legal reserve | \$ 15,737 |
| Special reserve | \$ 2,891 |
| Share dividends | \$ 99,967 |
| Dividends per share (NT\$) | \$ 0.2 |
The appropriation of earnings for 2020 is subject to resolution at the shareholders' meeting to be held in May 2021.
d. Treasury shares
At the end of the reporting period, the Company's shares held by its subsidiary Everest International Develop Investment Co., Ltd. for the purpose of investment and wealth management were accounted for as treasury shares. The information related to the Company's shares held by its subsidiaries is disclosed as follows (number of shares in thousands):
| At the end of the year | |||||||
|---|---|---|---|---|---|---|---|
| Purpose of buy-back | Number of shares at the beginning of the year |
Increase during the year |
Decrease during the year |
Number of shares |
Carrying amount |
Market price | |
| For the year ended December 31, 2020 |
|||||||
| Shares of the Company held by subsidiaries as a deduction to equity |
26,067 | - | - | 26,067 | \$332,836 | \$256,761 | |
| For the year ended December 31, 2019 |
|||||||
| Shares of the Company held by subsidiaries as a deduction to equity |
25,556 | 511 | - | 26,067 | \$332,836 | \$238,253 |
Except for the exclusion from the Company's capital increase and having no voting right, the Company's shares held by subsidiaries are accounted for as treasury shares, and shall be entitled to the same rights as general shareholders.
19. Revenue
| 2020 | 2019 | |
|---|---|---|
| Revenue from the sales of goods | \$ 6,930,817 |
\$ 8,185,773 |
| Service revenue | 413,060 | 677,854 |
| \$ 7,343,877 |
\$ 8,863,627 |
- a. Explanation of the customer contract
- 1) Income from the sales of goods
Textiles, raw materials for yarn, and garments are sold to manufacturers or wholesalers. The goods are sold at an agreed price stated in the contract.
2) Service revenue
Regarding the dyeing and finishing manufacturing process and processing for the Textile Department, the transaction price shall be agreed and determined under the contract with reference to prior contracts with similar conditions.
b. Contract balance
| December 31, 2020 | December 31, 2019 |
January 1, 2019 | |
|---|---|---|---|
| Notes receivable | \$ | \$ | \$ |
| 4,026 | 9,330 | 31,298 | |
| Trade receivables | \$ | \$ | \$ |
| 1,336,873 | 1,129,351 | 1,162,792 | |
| Contract liabilities - current Sales of goods |
\$ 55,190 |
\$ 18,551 |
\$ 14,863 |
The changes in contract liabilities are mainly arising from the difference between the time of
fulfilling the performance obligation and the time of customer payment.
The amounts of revenue recognized during the year generated from contract liabilities at the beginning of the year and the performance obligations fulfilled in previous periods are set out as follows:
| 2020 | 2019 | ||
|---|---|---|---|
| Contract liabilities at the beginning of the year | |||
| Sales of goods | \$ 18,551 |
\$ 14,863 |
c. Disaggregation of revenue from customer contracts
Please refer to Note 31 for the information on disaggregation of revenue.
20. Profit before income tax
a. Other operating income and expenses
| 2020 | 2019 | ||||
|---|---|---|---|---|---|
| Gain (loss) on disposals of property, plant and equipment |
\$ | 573 | ( \$ |
114 ) |
|
| b. | Interest income | ||||
| 2020 | 2019 | ||||
| Bank Deposits | \$ | 962 | \$ | 776 | |
| Others | 45 | 46 | |||
| \$ | 1,007 | \$ | 822 | ||
| c. | Other income | ||||
| 2020 | 2019 | ||||
| Grants | \$ | 75,341 | \$ | 1,124 | |
| Dividend income | 3,917 | 4,054 | |||
| Insurance compensation | 100 | 12,732 | |||
| Others | 42,114 | 40,456 | |||
| \$ | 121,472 | \$ | 58,366 | ||
| d. | Other gains and losses | ||||
| 2020 | 2019 | ||||
| Net foreign currency exchange losses | ( \$ |
105,964 ) |
( \$ |
67,957 ) |
|
| Others | 4,480 | 15,299 | |||
| ( \$ |
101,484 ) |
( \$ |
52,658 ) |
||
| Gains or losses on foreign currency exchange include: |
|||||
| Total gains on foreign currency exchange | \$ | 137,684 | \$ | 164,139 | |
| Total losses on foreign currency exchange | ( | 243,648 ) |
( | 232,096 ) |
|
| ( \$ |
105,964 ) |
( \$ |
67,957 ) |
e. Interest expenses
| 2020 | 2019 | ||
|---|---|---|---|
| Interests on bank borrowings | \$ 90,857 |
\$ 106,886 |
|
| Interest on lease liabilities | 11,120 | 10,308 | |
| Less: Amounts included in the cost of required | |||
| assets | 554 | 501 | |
| \$ 101,423 |
\$ 116,693 |
||
| Information related to interest capitalization is as follows: | |||
| 2020 | 2019 | ||
| Amount of interest capitalization | \$ 554 |
\$ 501 |
|
| Interest rate on interest capitalization | 1.08%~1.27% | 1.14%~1.19% | |
| f. | Depreciation expenses | ||
| 2020 | 2019 | ||
| An analysis of depreciation by function | |||
| Operating costs |
\$ 668,929 |
\$ 668,671 |
|
| Operating expenses | 88,515 | 88,694 | |
| \$ 757,444 |
\$ 757,365 |
||
| g. | Employee benefits expenses | ||
| 2020 | 2019 | ||
| Short-term employee benefits | |||
| Salaries | \$ 1,632,999 |
\$ 1,735,063 |
|
| Labor and health insurance | 140,583 | 152,399 | |
| Others | 138,009 | 146,617 | |
| 1,911,591 | 2,034,079 | ||
| Retirement benefits | |||
| Defined contribution plans | 51,402 | 86,576 | |
| Defined benefit plans (Note 17) | 41,260 92,662 |
11,436 98,012 |
|
| \$ 2,004,253 |
\$ 2,132,091 |
||
| By function | |||
| Operating costs | \$ 1,393,950 |
\$ 1,469,520 |
|
| Operating expenses | 610,303 | 662,571 | |
| \$ 2,004,253 |
\$ 2,132,091 |
||
h. Employees' compensation and remuneration of directors and supervisors
The Company appropriates employees' compensation and remuneration of directors at the rates of 2% to 3.5% and no higher than 2.5%, respectively, of net profit before income tax, employees' compensation, and remuneration of directors and supervisors for the year according to its Articles. The Company recorded a net loss before income tax for the year ended December 2020 and 2019; therefore, no employees' compensation or remuneration of directors is appropriated.
If there is a change in the proposed amounts after the annual financial statements are authorized for issue, the differences are recorded as a change in the accounting estimates, which shall be adjusted and accounted for in the following year.
There was no difference between the actual amounts of employees' compensation and remuneration of directors distributed for the year ended December 31, 2018 and the amounts recognized in the financial statements for the year ended December 31, 2018.
Information on the employees' compensation and remuneration of directors resolved by the Company's Board is available at the "Market Observation Post System" website of the Taiwan Stock Exchange.
21. Income Taxes
a. Major components of tax expense recognized in profit or loss
| 2020 | 2019 | |
|---|---|---|
| Current income tax | ||
| Incurred during the year |
\$ 4,341 |
\$ 112,179 |
| Adjustments to prior years | 8,358 | 7,514 |
| 12,699 | 119,693 | |
| Deferred income tax | ||
| Incurred during the year | ( 7,972 ) |
460 |
| \$ 4,727 |
\$ 120,153 |
A reconciliation of accounting income and income tax expense was as follows:
| 2020 | 2019 | |||
|---|---|---|---|---|
| Net loss before income tax | ( \$ |
932,262 ) |
( \$ |
151,803 ) |
| Income tax gains calculated based on the net | ||||
| loss before income tax at the statutory rate | ( \$ |
148,313 ) |
\$ | 97,078 |
| Nondeductible expenses in determining | ||||
| taxable income | 926 | 55 | ||
| Unrecognized loss carryforwards | 59,789 | 14,085 | ||
| Tax-exempt income | ( | 783 ) |
( | 715 ) |
| Withholding tax incurred for overseas income | 3,779 | - | ||
| Unrecognized temporary differences | 94,364 | 2,136 | ||
| Grants | ( | 13,393 ) |
- | |
| Adjustments to current income tax expenses | ||||
| for previous years during the year | 8,358 | 7,514 | ||
| \$ | 4,727 | \$ | 120,153 |
b. Income tax recognized in other comprehensive income/(loss)
| 2020 | 2019 | |||
|---|---|---|---|---|
| Deferred income tax | ||||
| Incurred during the year | ||||
| Remeasurement on defined benefit plans | ( \$ |
79 ) |
\$ | 6,414 |
c. Current tax assets and liabilities
| December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|
| Current tax assets Tax refund receivable |
\$ | 11,359 | \$ 5,755 |
| Current tax liabilities Income tax payable |
\$ | 7,929 | \$ 43,848 |
d. Deferred tax assets and liabilities
The movements of deferred tax assets and liabilities were as follows:
2020
| Deferred tax assets | Opening balance | Recognized in profit or loss |
Recognized in other comprehensive income/(loss) |
Exchange differences |
Closing balance | |||
|---|---|---|---|---|---|---|---|---|
| Temporary differences | ||||||||
| Unrealized exchange losses | \$ 5,187 |
\$ | 5,108 | \$ | - | \$ | - | \$ 10,295 |
| Allowance for sales discount | 1,431 | - | - | - | 1,431 | |||
| Unrealized gains | 6,412 | 886 | - | - | 7,298 | |||
| Defined benefit retirement | 12,009 | 3,173 | ( | 79 ) | - | 15,103 | ||
| plan | ||||||||
| Payable for annual leave | 3,280 | ( | 291 ) | - | - | 2,989 | ||
| Loss on allowance for | 2,334 | ( | 1,371 ) | - | 31 | 994 | ||
| doubtful debts | ||||||||
| Loss on inventory valuation | 89,769 | 467 | - | 500 | 90,736 | |||
| 120,422 | 7,972 | ( | 79 ) | 531 | 128,846 | |||
| Loss carryforwards | 6,086 | - | - | ( | 305 ) | 5,781 | ||
| \$ 126,508 | \$ | 7,972 | ( \$ | 79 ) | \$ | 226 | \$ 134,627 | |
| Deferred tax liabilities | ||||||||
| Temporary differences | ||||||||
| Reserve for land value | \$ 169,777 | \$ | - | \$ | - | \$ | - | \$ 169,777 |
| increment tax |
2019
| Recognized in | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Recognized in | other comprehensive |
Exchange | |||||||
| Deferred tax assets | Opening balance | profit or loss | income/(loss) | differences | Closing balance | ||||
| Temporary differences | |||||||||
| Unrealized exchange losses | \$ - |
\$ | 5,187 | \$ | - | \$ | - | \$ | 5,187 |
| Allowance for sales discount | 1,431 | - | - | - | 1,431 | ||||
| Unrealized gains | 3,585 | 2,827 | - | - | 6,412 | ||||
| Defined benefit retirement | 11,964 | ( | 6,369 ) | 6,414 | - | 12,009 | |||
| plan Payable for annual leave |
3,160 | 120 | - | - | 3,280 | ||||
| Loss on allowance for doubtful debts |
327 | 2,059 | - | ( | 52 ) | 2,334 | |||
| Loss on inventory valuation | 90,623 | 446 | - | ( | 1,300 ) | 89,769 | |||
| Loss carryforwards | 111,090 12,616 \$ 123,706 |
( ( \$ |
4,270 6,381 ) 2,111 ) |
\$ | 6,414 - 6,414 |
( ( ( \$ |
1,352 ) 149 ) 1,501 ) |
120,422 6,086 \$ 126,508 |
|
| Deferred tax liabilities | |||||||||
| Temporary differences | |||||||||
| Unrealized exchange gains | \$ 1,651 |
( \$ | 1,651 ) | \$ | - | \$ | - | \$ | - |
| Reserve for land value increment tax |
169,777 | - | - | - | 169,777 | ||||
| \$ 171,428 | ( \$ | 1,651 ) | \$ | - | \$ | - | \$ 169,777 |
e. Deductible temporary differences and unused loss carryforwards which no deferred tax assets have been recognized in the consolidated balance sheets
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Deductible temporary differences | \$ 481,818 |
\$ | 39,853 | |
| Loss carryforwards | ||||
| Expire in 2029 | \$ 11,910 |
\$ | 20,439 | |
| Expire in 2030 | 316,725 | - | ||
| Expire in 2032 |
24,032 | 25,297 | ||
| \$ 352,667 |
\$ | 45,736 |
f. The aggregate amount of temporary difference associated with investments for which deferred tax liabilities have not been recognized
As of December 31, 2020 and 2019, taxable temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognized were NT\$1,099,573 thousand and NT\$1,174,314 thousand, respectively.
g. Income tax assessments
The Company and its subsidiary Everest International Develop Investment Co., Ltd.'s income tax returns through 2018 have been assessed by the tax authorities.
22. Net Loss per Share
The net loss per share and the weighted average number of ordinary shares used in the calculation are as follows:
Net loss for the year
| 2020 | 2019 | |
|---|---|---|
| Net loss attributable to owners of the Company | ( \$ 936,987 ) |
( \$ 271,959 ) |
| Number of shares | ||
| Unit: thousand shares | ||
| 2020 | 2019 | |
| Basic and diluted net loss per share | ||
| Number of issued ordinary shares at the | ||
| beginning of the year | 509,834 | 509,834 |
| Less: The weighted average number of | ||
| treasury shares regarding the | ||
| Company's shares held by subsidiaries | 26,067 | 26,067 |
| The weighted average number of ordinary | ||
| shares used in the calculation of basic and | ||
| diluted net loss per share | 483,767 | 483,767 |
23. Capital management
The Company requires sufficient amounts of capital for the expansion and upgrades of its production facilities and equipment. The Company manages its capital in a manner to ensure that it has sufficient and necessary financial resources and operating plan to provide for its working capital, capital expenditures, research and development expenses, debt repayment, and dividend payments required in the future.
24. Financial Instruments
a. Fair value information - Fair value of financial instruments not measured at fair value
The carrying amounts of the Company's financial instruments that are not measured at fair value approximate their fair values; these financial instruments include cash, receivables, other receivables, refundable deposits (accounted for as other non-current assets), short-term borrowings, short-term bills payable, payables (including those to related parties), other payables (including those to related parties), long-term borrowings (including those due within one year), and guarantee deposits received.
- b. Fair value information Fair value of financial instruments measured at fair value on a recurring basis
- 1) Fair value hierarchy
December 31, 2020
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets at fair value through | ||||
| other comprehensive income | ||||
| Investments in equity instruments | ||||
| - Shares of domestic listed companies |
\$ 80,742 |
\$ - |
\$ - |
\$ 80,742 |
| - Shares of domestic unlisted companies |
- | - | 3,448 | 3,448 |
| \$ 80,742 |
\$ - |
\$ 3,448 |
\$ 84,190 |
|
| December 31, 2019 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Financial assets at fair value through other comprehensive income Investments in equity instruments |
||||
| - Shares of domestic listed companies - Shares of domestic unlisted |
\$ 86,548 - |
\$ - - |
\$ - 6,960 |
\$ 86,548 6,960 |
| companies | \$ 86,548 |
\$ - |
\$ 6,960 |
\$ 93,508 |
There were no transfers between Level 1 and 2 during the years ended December 31, 2020 and 2019.
2) Reconciliation of Level 3 fair value measurement of financial instruments
| Equity instruments | ||||||
|---|---|---|---|---|---|---|
| Financial assets at fair value through other | ||||||
| comprehensive income | 2020 | 2019 | ||||
| Opening balance | \$ | 6,960 | \$ | 6,960 | ||
| Capital reduction | ( | 3,512 ) |
- | |||
| Closing balance | \$ | 3,448 | \$ | 6,960 |
3) Valuation techniques and inputs applied for Level 3 fair value measurement
The fair values of investments in domestic unlisted equity were determined based on the net value of comparable companies' shares; the liquidity allowance is taken into consideration to calculate the value of valuation targets.
c. Categories of financial instruments
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Financial assets Financial assets at amortized cost (Note 1) |
\$ 2,149,542 |
\$ 1,387,546 |
||
| Financial assets at fair value through other comprehensive income |
||||
| Investments in equity instruments | 84,190 | 93,508 | ||
| Financial liabilities | ||||
| Measure at amortized costs (Note 2) |
8,818,441 | 7,655,036 |
- Note 1: The balances include cash, notes and trade receivables, other receivables, refundable deposits (accounted for as other non-current assets), and other financial assets at amortized cost.
- Note 2: The balances include short-term borrowings, short-term bills payable, notes and trade payable (included those to related parties), other payables (included those to related parties), long-term borrowings (including those due within one year), guarantee deposits received, and other financial liabilities at amortized costs.
- d. Financial risk management objectives and policies
The Group's major financial instruments include investments in equity instruments, trade receivables, trade payables, borrowings, and lease liabilities. The Group's Corporate Treasury function provides services to all business departments, 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 foreign currency risk, interest rate risk, and other price risks), credit risk, and liquidity risk.
Material treasury activities of the Group are reviewed by the Board in accordance with relevant regulations and internal control systems. Compliance with policies and exposure limits is reviewed by the internal auditors on a continuous basis. The Group did not perform any financial instruments (including derivative financial instruments) transaction for speculative purposes.
1) Market risk
The Group's operating activities exposed itself primarily to the financial risks of changes in foreign currency exchange rates (see (a) below), interest rates (see (b) below), and other price risks (see (c) below).
There was 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 engages in sales and purchases denominated in foreign currencies, which exposed the Group to the risks of changes in foreign currency exchange rates.
The carrying amounts of monetary assets and monetary liabilities (including monetary items not denominated in the functional currency being written-off in the consolidated financial statements) not denominated in the functional currency of the Group at the end of the reporting period are set out in Note 29.
Sensitivity analysis
The Group is mainly exposed to the fluctuation of the United States dollar (USD) and Thai Baht (THB). In addition, certain subsidiaries (whose functional currency is not NT\$) are affected by the fluctuation in NTD.
The following table details the Group's sensitivity to a 1% increase and decrease in NT\$ (the functional currency) against the relevant foreign currencies. The sensitivity analysis included only outstanding monetary items denominated in foreign currencies, and their translations at the end of the year are adjusted at 1% of changes in the exchange rate. A positive number in the table below indicates an increase in net profit before income tax that would result when the functional currency weakens 1% against the relevant currency. For a 1% strengthening of NTD against the relevant currency, the effect on the net profit before income tax would be the same amount in negative.
| USD impact | |||||||
|---|---|---|---|---|---|---|---|
| 2019 | |||||||
| Profit or loss | \$ | 16,479 | \$ | 13,741 | |||
| NTD impact | |||||||
| 2019 | |||||||
| Profit or loss | \$ | - | ( \$ |
2,000 ) |
|||
| THB impact | |||||||
| 2020 | 2019 | ||||||
| Profit or loss | \$ | 1,076 | \$ | 215 |
In the management's opinion, the sensitivity analysis was unrepresentative of the inherent foreign exchange risk as the exposure at the end of the reporting period is unable to reflect the exposure during the period. Furthermore, trade receivables and other receivables not denominated in the functional currency would change in accordance with the working capital.
b) Interest rate risk
The Group was exposed to interest rate risk as it borrows funds at both fixed and floating interest rates concurrently. The risk is managed by the Group by maintaining an appropriate mix of fixed and floating rate borrowings.
The carrying amount of the Group's financial assets and financial liabilities with exposure to interest rates at the end of the reporting period was as follows:
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Fair value interest rate risk Financial liabilities |
\$ 3,571,778 |
\$ 1,151,643 |
||
| With cash flow interest rate risk | ||||
| Financial assets | 226,053 | 143,945 | ||
| Financial liabilities | 4,718,119 | 5,351,309 |
Sensitivity analysis
The sensitivity analysis below was determined based on the Group's exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis assumed that the amount of the liability outstanding at the end of the reporting period was outstanding throughout the reporting period.
If interest rates had been 1% higher and all other variables were held constant, the Group's net losses before income tax for the years ended December 31, 2020 and 2019 would have increased by NT\$44,921 thousand and NT\$52,074 thousand, respectively, which primarily relates to the Group's floating rate borrowings.
c) Other price risks
The Group was exposed to equity price risk due to its investments in shares. The Group manages such exposure by maintaining a portfolio of investments with different risks and through asset allocation.
Sensitivity analysis
The sensitivity analysis below was conducted based on the Group's exposure to equity price risk at the end of the reporting period. If equity prices had been 1% higher/lower, other comprehensive income/(loss) before income tax for the years ended December 31, 2020 and 2019 would have increased/decreased by NT\$807 thousand and NT\$865 thousand, respectively, as a result of the changes in the fair values of financial assets at fair value through other comprehensive income.
2) Credit risk
Credit risk refers to the risk where the counterparty is having any default on its contractual obligations that results in financial losses to the Group. At the end of the reporting period, the Group's maximum exposure to credit risk due to the failure of counterparties to discharge its obligations is primarily arising from the carrying amount of financial assets recognized in the consolidated balance sheets.
Counterparties for trade receivables involve diverse customers who locate in different geographical regions. Ongoing credit evaluations are performed on the financial conditions of customers with whom the Group has trade receivables.
3) Liquidity risk
The Group manages and maintains sufficient cash to finance the Group's operations and mitigate the effects of fluctuations in cash flows. In addition, the Group's management monitors the utilization of bank facilities and ensures compliance with the borrowings' contract terms.
The Group's working capital and the bank facilities acquired are sufficient to meet its demand for future operations; therefore, there is no liquidity risk relating to the incapability of raising funds for performing contractual obligations.
Liquidity and interest rate risk table for non-derivative financial liabilities
The analysis of remaining contractual maturity for the Group's non-derivative financial liabilities was drawn up based on the undiscounted cash flows of financial liabilities (including principals and estimated interests) from the earliest date on which the Group can be required to make the repayment. Specifically, the Group's bank borrowings with repayment on demand clause are included in the earliest time band regardless of the probability of the banks choosing to exercise their rights immediately. The analysis of maturity dates for other non-derivative financial liabilities is based on the agreed repayment dates.
The amount of undiscounted interests relating to cash flow paid from floating rate payments is extrapolated based on the interest rate yield curve at the end of the reporting period.
December 31, 2020
| Payment on demand or less than 1 month |
1 to 3 months | 3 to 12 Months | 1 to 5 years | 5 years and above | |
|---|---|---|---|---|---|
| Non-derivative financial | |||||
| liabilities | |||||
| Non-interest-bearing | \$ 556,940 |
\$ 510,974 |
\$ 52,157 |
\$ 721 |
\$ - |
| liabilities | |||||
| Lease liabilities | 9,291 | 15,143 | 71,718 | 300,765 | 234,083 |
| Floating rate instruments | 96,128 | 674,966 | 1,197,966 | 2,850,142 | - |
| Fixed rate instruments | 2,193,200 | 650,686 | 138,755 | - | - |
| \$ 2,855,559 | \$ 1,851,769 | \$ 1,460,596 | \$ 3,151,628 | \$ 234,083 |
Further information on the maturity analysis of lease liabilities is listed as follows:
| Less than 1 year | 1 to 5 years | 5 to 10 years | 10 to 15 years | ||
|---|---|---|---|---|---|
| Lease liabilities | \$ 96,152 |
\$ 300,765 |
\$ 195,550 |
\$ 38,533 |
|
| December 31, 2019 | |||||
| Payment on demand | |||||
| or less than 1 month | 1 to 3 months | 3 to 12 Months | 1 to 5 years | 5 years and above | |
| Non-derivative financial | |||||
| liabilities | |||||
| Non-interest-bearing | \$ 706,204 |
\$ 353,821 |
\$ 91,234 |
\$ 825 |
\$ - |
| liabilities | |||||
| Lease liabilities | 11,002 | 15,685 | 79,657 | 403,483 | 245,080 |
| Floating rate instruments | 1,303,568 | 669,107 | 1,126,764 | 2,372,551 | - |
| Fixed rate instruments | 190,525 | 962,423 | - | - | - |
| \$ 2,211,299 | \$ 2,001,036 | \$ 1,297,655 | \$ 2,776,859 | \$ 245,080 |
Further information on the maturity analysis of lease liabilities is listed as follows:
| Less than 1 year | 1 to 5 years | 5 to 10 years | 10 to 15 years | |
|---|---|---|---|---|
| Lease liabilities | \$ | \$ | \$ | \$ |
| 106,344 | 403,483 | 204,517 | 40,563 |
25. Related Party Transactions
Transactions, account balances, income and expenses between the Company and its subsidiaries (who are related parties of the Company) have been eliminated upon consolidation and are not disclosed in this note. In addition to the information disclosed in other notes, transactions between the Company and its related parties are as follows:
| a. | Names of related parties and relationships with the Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ---- | -- | -- | -- | -- | ------------------------------------------------------------- | -- | -- | -- | -- | -- |
| Names of the related party | Relationship with the Group |
|---|---|
| Far Eastern New Century | Investors with significant influence over the |
| Corporation (FENC) | Company |
| Far Eastern International Bank | Other related parties (the Vice-Chairman is a second |
| (FEIB) | degree relative of the Chairman of the Company) |
| Far Eastern Fibertech Co., Ltd. | Other related parties (the investee of FENC) |
| Everest Textile (Shanghai) Ltd. | Other related parties (the investee of FENC) |
| (Everest Shanghai) | |
| Far Eastern Apparel (Suzhou) Co., Ltd. | Other related parties (the investee of FENC) |
| Far Eastern Investment (Holding) Ltd. |
Other related parties (the investee of FENC) |
| Oriental Petrochemical (Shanghai) | Other related parties (the investee of FENC) |
| Corporation | |
| Jin Lead Industrial Co., Ltd. | Other related parties (the Company is the corporate |
| director of Jin Lead Industrial Co., Ltd.) |
b. Sales of goods
| Category of related party | 2020 | 2019 | |||
|---|---|---|---|---|---|
| Other related parties | \$ | 2,276 | \$ | 3,226 | |
| Investors with significant influence over the | |||||
| Company | 54 | 3 | |||
| \$ | 2,330 | \$ | 3,229 |
The sales to related parties are made at general transaction prices with collection terms of 1 to 3 months, equivalent to general customers.
c. Purchase of goods
| Category of related party | 2020 | 2019 | ||
|---|---|---|---|---|
| Investors with significant influence over the | ||||
| Company | \$ | 173,765 | \$ | 193,973 |
| Other related parties | 281,348 | 332,597 | ||
| \$ | 455,113 | \$ | 526,570 |
The purchase prices were equivalent to those of purchases from general suppliers. Purchases of yarn products from investors with significant influence over the Company require partial payment in advance; the payment terms for remaining purchases range from 1 to 4 months.
d. Receivables from related parties
| Line item | Category of related party |
December 31, 2020 | December 31, 2019 |
|---|---|---|---|
| Notes receivable | Other related parties | \$ 894 |
\$ 964 |
| Trade receivables | Other related parties | \$ 646 |
\$ 685 |
| Other receivables | Other related parties | \$ 22 |
\$ 18 |
The outstanding receivables from related parties are unsecured. For the years ended December 31, 2020 and 2019, no allowance for losses was provided for receivables from related parties.
e. Payables to related parties (excluding loans from related parties)
| December 31, | December 31, | ||
|---|---|---|---|
| Line item | Category of related party | 2020 | 2019 |
| Notes payable to related | Investors with significant | ||
| parties | influence over the Company | ||
| Far Eastern New Century | \$ 10,487 |
\$ 6,516 |
|
| Corporation (FENC) | |||
| Trade payables to related parties |
Investors with significant influence over the Company |
\$ 5,359 |
\$ 925 |
| Other related parties | 27,624 | 48,115 | |
| \$ 32,983 |
\$ 49,040 |
||
| Other payables to related parties |
Investors with significant influence over the Company |
\$ 13 |
\$ 1 |
| Other related parties | |||
| Everest Shanghai | 50,486 | 48,982 | |
| Others | 729 | 7,081 | |
| \$ 51,228 |
\$ 56,064 |
The outstanding payables to related parties are not guaranteed
f. Lease agreements
| Line item | Category/name of related party |
December 31, 2020 |
December 31, 2019 |
|
|---|---|---|---|---|
| Lease liabilities | Other related parties Far Eastern Investment (Holding) Ltd. |
\$ 130,005 |
\$ 153,793 |
|
| Category of related party | 2020 | 2019 | ||
| g. | Interest expenses Other related parties Borrowings from related parties |
\$ 5,599 |
\$ 6,851 |
|
| Category/name of related party | December 31, 2020 | December 31, 2019 | ||
| Other related parties (included in short-term and long-term borrowings) FEIB |
\$ 344,391 |
\$ 47,748 |
||
| Interest expenses | ||||
| Category/name of related party | 2020 | 2019 | ||
| Other related parties FEIB |
\$ 2,294 |
\$ 1,146 |
The interest rates of the Group's borrowings from related parties are similar to the market interest rates for the years ended December 31, 2020 and 2019. In addition, to apply for a credit line, the Group provided land and buildings as collateral to FEIB for financing. The carrying amounts of the related assets were NT\$429,970 thousand and NT\$445,523 thousand as of December 31, 2020 and 2019, respectively.
- h. Other transactions with related parties
- 1) Processing expenses
The Group has entrusted other related parties, Jin Lead Industrial Co., Ltd., with processing services. The processing expenses were NT\$16,094 thousand and NT\$88,245 thousand for the years ended December 31, 2020 and 2019, respectively. These processing expenses are based on general trading prices, and the payment terms range from 1 to 2 months, equivalent to that of processing suppliers.
2) Energy expenses
| Category/name of related party | 2020 | 2019 | |
|---|---|---|---|
| Other related parties | |||
| Everest Shanghai | \$ 191,767 |
\$ 223,031 |
|
| Others | 1,525 | 2,128 | |
| \$ 193,292 |
\$ 225,159 |
The provision of electricity and steam for production were assessed based on market price.
i. Compensation of key management personnel
| 2020 | 2019 | |
|---|---|---|
| Short-term employee benefits | \$ 27,222 |
\$ 27,292 |
| Retirement benefits | 2,188 | 546 |
| \$ 29,410 |
\$ 27,838 |
The remuneration of directors and other key management personnel was determined by the remuneration committee with regard to the correlation and rationale of general remuneration standards within the industry, individual performance, the Company's performance, and future risk.
26. Assets Pledged as Collateral
The following assets were provided as collateral for short-term and long-term bank facilities:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Land | \$ 615,670 |
\$ 618,057 |
| Buildings | 315,756 | 343,978 |
| Machinery and equipment | 2,125 | 3,105 |
| \$ 933,551 |
\$ 965,140 |
27. Significant Contingent Liabilities and Unrecognized Contract Commitments
In addition to those disclosed in other notes, significant commitments of the Company at the end of the reporting period are as follows:
Significant commitments
- a. The subsidiary in Everest Thailand has applied to the electric power company for the right to use electricity. The guarantees provided by the entrusted bank were NT\$7,237 thousand and NT\$7,648 thousand (translated into THB7,573 on December 31, 2020 and 2019) as of December 31, 2020 and 2019, respectively.
- b. As of December 31, 2020 and 2019, the Group's unused letters of credit for purchases of raw materials and machinery and equipment amounted to approximately NT\$27,734 thousand and NT\$27,159 thousand, respectively.
- c. The contractual commitments that were contracted for but not realized are as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Acquisition of property, plant and equipment | \$ 14,705 |
\$ 20,977 |
28. Other Matters
Under the effect of COVID-19's global outbreak, the Group recorded a significant year-on-year decrease in its operating revenue for the year ended December 31, 2020. The Group applied for salary and working capital subsidies from the government and had received grants that amounted to NT\$66,965 thousand (Note 20). As of the approval date for the issuance of the consolidated financial statements, the Group continues assessing the economic effects arising from the outbreak on the Group.
29. Significant Assets and Liabilities Denominated in Foreign Currencies
The following information is an aggregation of the foreign currencies other than functional currencies of the Group, and the exchange rates disclosed are the exchange rate used in translating such foreign currencies into the functional currency. Significant assets and liabilities denominated in foreign currencies were as follows:
Unit: foreign currencies and NT\$ in thousand
| Assets denominated | |||
|---|---|---|---|
| in foreign currencies | Foreign currencies | Exchange rate | Carrying amount |
| Monetary items | |||
| USD | \$ 85,061 |
28.48 | \$ 2,422,540 |
| THB | 112,628 | 0.9556 | 107,627 |
| Liabilities denominated in foreign currencies |
|||
| Monetary items | |||
| USD | 27,201 | 28.48 | 774,670 |
| December 31, 2019 Assets denominated |
|||
| in foreign currencies | Foreign currencies | Exchange rate | Carrying amount |
| Monetary items USD THB |
\$ 69,376 21,332 |
29.98 1.0098 |
\$ 2,079,886 21,541 |
| Liabilities denominated in foreign currencies |
|||
| Monetary items | |||
| USD | 23,540 | 29.98 | 705,743 |
| NTD | 200,000 | 1 | 200,000 |
The Group is mainly exposed to the foreign currency risks related to USD and THB. The following information is an aggregation of the functional currencies of the entities holding foreign currencies. The currency rates disclosed were the rates used to translate such functional currencies into the presentation currency. The significant realized and unrealized foreign exchange gains or losses are as follows:
| 2020 | 2019 | |||||
|---|---|---|---|---|---|---|
| Functional currency |
Functional currency translated into presentation currency |
Net exchange (losses) gains |
Functional currency translated into presentation currency |
Net exchange (losses) gains |
||
| USD | 29.5493 (USD:NTD) | ( \$ | 2,180 ) | 30.9118 (USD:NTD) | ( \$ | 4,928 ) |
| NTD | 1 (NTD:NTD) | ( | 78,558 ) | 1 (NTD:NTD) | ( | 29,041 ) |
| RMB | 4.2827 (RMB:NTD) | ( | 20,558 ) | 4.4821 (RMB:NTD) | 1,200 | |
| THB | 0.9496 (THB:NTD) | ( | 4,674 ) | 1.0009 (THB:NTD) | 19,640 | |
| HKD | 3.8094 (HKD:NTD) | 6 | 3.9450 (HKD:NTD) | 39 | ||
| ETB | - | 1.053 (ETB:NTD) | ( | 54,867 ) | ||
| ( \$ | 105,964 ) | ( \$ | 67,957 ) |
December 31, 2020
30. Supplementary Disclosures
- a. Information on Significant Transactions
- 1) Loaning to others. (Table 1)
- 2) Endorsement and guarantee provided for others. (Table 2)
- 3) Securities held at the end of the period (excluding the investments in subsidiaries). (Table 3)
- 4) Cumulative purchase orsales of securities of the same company with an amount achieving NT\$300,000 thousand or reaching 20% of its paid-in capital and above. (Table 4)
- 5) Properties acquired with an amount achieving NT\$300,000 thousand or reaching 20% of its paid-in capital and above. (None)
- 6) Disposal of properties with an amount achieving NT\$300,000 thousand or reaching 20% of its paid-in capital and above. (None)
- 7) Purchases and sales with related parties with an amount achieving NT\$100,000 thousand or reaching 20% of its paid-in capital and above. (Table 5)
- 8) Receivables from related parties achieving NT\$100,000 thousand or reaching 20% of its paid-in capital and above. (Table 6)
- 9) Engaging in derivatives trading (None)
- 10) Others: Business relationships and status and amount of significant transactions between the parent company and subsidiaries and between the respective subsidiaries. (Table 10)
- b. Information on Invested Companies. (Note 7)
- c. Information on investments in Mainland China:
- 1) Information on invested companies in Mainland China, including the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding, profit or loss and investment gain or loss recognized for the period, carrying amount of investment at the end of the period, repatriated investment gain or loss, and ceiling of investments in Mainland China. (Table 8)
-
2) Significant transactions directly with investee companies in Mainland China or directly or indirectly through a third region, and their prices, payment terms, unrealized profit or loss. (Tables 5, 6, 9, and 10)
- a) Purchase amount and percentage, and the closing balance and percentage of the related payables.
- b) Sales amount and percentage, and the closing balance and percentage of the related receivables.
- c) Property transaction amount and the resulting gain or loss.
- d) Closing balances and purposes of endorsements and guarantees or collateral provided.
-
e) The maximum balance, closing balance, interest rate range, and total amount of current interest of financing facilities.
- f) Other transactions having a significant impact on profit or loss or financial position for the period, such as provision or receipt of service.
- d. Information on major shareholders: Names of shareholders with a shareholding ratio of 5% or more and the amount and proportion of shareholding. (Table 11)
31. 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
Textile segment - textile production
Investment segment - general investment
a. Segment revenue and operating results
The analysis of the Group's revenue and operating result of continuing operations by reportable segment is as follows:
| Textile segment | Investment segment | Total | |
|---|---|---|---|
| 2020 | |||
| Segment revenue - from external customers | \$ 7,343,877 | \$ - |
\$ 7,343,877 |
| Segment losses | ( \$ 851,095 ) |
( \$ 739 ) |
( \$ 851,834 ) |
| Interest income | 1,007 | ||
| Net loss on foreign currency exchange | ( 105,964 ) |
||
| Interest expenses | ( 101,423 ) |
||
| Other non-operating income - net | 125,952 | ||
| Net loss before income tax | ( \$ 932,262 ) |
||
| 2019 | |||
| Segment revenue - from external customers | \$ 8,863,592 | \$ 35 |
\$ 8,863,627 |
| Segment profits (losses) | ( \$ 42,426 ) |
\$ 786 |
( \$ 41,640 ) |
| Interest income | 822 | ||
| Net loss on foreign currency exchange | ( 67,957 ) |
||
| Interest expenses | ( 116,693 ) |
||
| Other non-operating income - net | 73,665 | ||
| Net loss before income tax | ( \$ 151,803 ) |
The revenue of reportable segments set out above were generated from transactions with external customers; there were no intra-segment sales for the years ended December 31, 2020 and 2019.
Segment profit represented the profit earned by each segment without the allocation of interest revenue, net foreign exchange gains or losses, interest expenses, and income tax expenses. The measured amounts are reported to the chief operating decision-maker for the purpose of resource allocation and assessment of segment performance.
b. Segment total assets
| Segment assets | December 31, 2020 | December 31, 2019 |
|---|---|---|
| Textile segment | \$ 13,551,069 | \$ 13,518,264 |
| Investment segment | 14,027 | 4,832 |
| Consolidated total assets | \$ 13,565,096 | \$ 13,523,096 |
c. Revenue from major products
The analysis of the Group's revenue from its major products is as follows:
| 2020 | 2019 | |
|---|---|---|
| Finished fabric | \$ 6,196,798 |
\$ 7,906,494 |
| Polyester textured yarn | 374,210 | 663,615 |
| Others | 772,869 | 293,518 |
| \$ 7,343,877 |
\$ 8,863,627 |
d. Geographical information
The Group principally operates in five geographical areas - Taiwan, China, Thailand, the U.S., and Ethiopia.
The Group's revenue from external customers by location of operations and information about its non-current assets by location of assets are set out as follows:
| Revenue from external customers | ||
|---|---|---|
| 2020 | 2019 | |
| Taiwan | \$ 3,987,732 |
\$ 5,099,030 |
| China | 1,981,934 | 2,577,014 |
| Thailand | 665,111 | 1,147,155 |
| The U.S. | 331,651 | 40,428 |
| Ethiopia | 377,449 | - |
| \$ 7,343,877 |
\$ 8,863,627 |
| Non-current assets | ||
|---|---|---|
| December | 31, 2020 December 31, 2019 |
|
| Taiwan | \$ 3,850,780 |
\$ 3,925,067 |
| China | 480,563 | 536,583 |
| Thailand | 446,121 | 550,799 |
| The U.S. | 1,103,078 | 1,363,426 |
| Ethiopia | 232,340 | 320,495 |
| Others | 250,989 | 302,952 |
| \$ 6,363,871 |
\$ 6,999,322 |
Non-current assets exclude financial instruments and deferred tax assets.
e. Information on major customers
There was no single customer contributing 10% or more to the Group's revenue for the years ended December 31, 2020 and 2019.
| Unit: NT\$ Thousands, unless specified otherwise | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Code | Financing Company | Borrower | Current account | borrower is a Whether the |
Maximum balance for the period |
Closing balance | Actual amount utilized (Note 6) |
Interest rate range (%) |
Nature of financing (Note 5) |
Transaction amount |
Reason for the short term financing |
Allowance for doubtful debts |
Collateral Name |
Value | Credit Limit for the individual borrower |
Total credit limit for loans |
| 0 | The Company | Everest Textile USA, LLC. | Other receivables from | related party Yes |
512,640 \$ |
512,640 \$ |
\$ | 2 | \$ | Working capital | provided \$ |
\$ No |
761,262 \$ |
|||
| related parties | - | - | - | - | - | (Note 1) | ||||||||||
| Other receivables from | Yes | 256,320 | 256,320 | - | - | 2. | - | Working capital | - | No | - | 761,262 | ||||
| Everest Apparel (Haiti) S.A. | Other receivables from related parties |
Yes | 128,160 | 128,160 | 123,207 | 0.43~1.17 | 2 | - | Working capital | - | No | - | (Note 1) 761,262 |
|||
| related parties | (Note 1) | |||||||||||||||
| Other receivables from related parties |
Yes | 147,502 | 147,502 | 147,502 | 1.15~1.17 | 2. | - | Working capital | - | No | - | 761,262 (Note 1) |
||||
| Everest Apparel (Ethiopia) | Other receivables from | Yes | 170,880 | 170,880 | 24,094 | 0.43~1.17 | 2 | - | Working capital | - | No | - | 761,262 | |||
| S.C. | Other receivables from related parties |
Yes | 138,031 | 138,031 | 138,031 | 1.15~1.17 | 2. | - | Working capital | - | No | - | (Note 1) 761,262 |
|||
| Everest International Develop | Other receivables from related parties |
Yes | 88,000 | 88,000 | 2 | Working capital | No | (Note 1) 761,262 |
||||||||
| Investment Co., Ltd. | related parties | Yes | - | - | - | Working capital | - | - | (Note 1) | |||||||
| Everest Apparel (HK) Limited Other receivables from | Other receivables from related parties |
97,117 | 97,117 | - | - | 2 | - | Working capital | - | No | - | 761,262 (Note 1) |
||||
| related parties | Yes | 98,256 | 98,256 | 97,829 | 1.16~1.17 | 2 | - | - | No | - | 761,262 (Note 1) |
|||||
| 1,636,906 \$ |
1,636,906 \$ |
530,663 \$ |
1,522,524 (Note 2) \$ |
|||||||||||||
| 1 | Everest International (HK) | Everest Development USA, | Other receivables from | Yes | 119,616 \$ |
119,616 \$ |
119,616 \$ |
1.27~1.63 | 2 | - | Working capital | - | No | - | 761,262 | |
| Limited | Everest Textile USA, LLC. LLC. |
Other receivables from related parties |
Yes | 165,184 | 165,184 | 165,184 | 1.27~1.63 | 2 | - | Working capital | - | No | - | (Note 1) 761,262 |
||
| Everest Apparel (Haiti) S.A. | Other receivables from related parties |
Yes | 341,760 | 341,760 | 25,632 | 1.35 | 2 | - | Working capital | - | No | - | 761,262 (Note 1) |
|||
| related parties | 626,560 \$ |
626,560 \$ |
310,432 \$ |
(Note 1) | 1,522,524 (Note 2) |
|||||||||||
| 2 | Develop Investment Co., Everest International |
The Company | Other receivables from related parties |
Yes | 97,117 \$ |
97,117 \$ |
28,480 \$ |
0.25~1.04 | 2 | - | Working capital | - | No | - | 334,435 (Note 3) |
|
| Ltd. | 382,212 (Note 4) |
|||||||||||||||
Note 1: Based on 20% of the equity attributable to owners of the Company.
Note 2: Based on 40% of the equity attributable to owners of the Company.
Note 3: Based on 35% of the shareholders' interests in the subsidiary.
Note 4: Based on 40% of the shareholders' interests in the subsidiary.
Note 5: Nature of the loan:
(1) Please complete item 1. for a borrower having transactions with the Group.
(2) Please complete item 2. for a borrower who has short-term financing requirements. Note 6: Written-off during the preparation of the consolidated financial statements.
TABLE 1
Everest Textile Co., Ltd. and Subsidiaries
Loaning to Others
For the year ended December 31, 2020
Everest Textile Co., Ltd. and Subsidiaries
Endorsement and Guarantee Provided for Others For the year ended December 31, 2020 Unit: NT\$ Thousands, unless specified otherwise
| and guarantee Endorsement |
provided for | entities in Mainland |
China | N | N | N | N | N | |
|---|---|---|---|---|---|---|---|---|---|
| Endorsement | and guarantee | the subsidiary provided by |
for parent | N | N | N | N | N | |
| Endorsement | and guarantee | provided by the parent for |
subsidiary | Y | Y | Y | Y | Y | |
| Cap of endorsement and guarantee |
(Note 2) | 3,806,311 \$ |
|||||||
| Ratio of cumulative endorsement and |
guarantee to the net | value stated in the latest financial |
statements (%) | 28.43 | 7.48 | 41.15 | 9.46 | 17.21 | 103.73 |
| Amount of endorsement and guarantee secured |
with collateral | - \$ |
- | - | - | - | |||
| Actual amount utilized | - \$ |
138,562 | 911,360 | 360,000 | 284,800 | 1,694,722 \$ |
|||
| Closing balance of endorsement and |
guarantee | 1,082,240 \$ |
284,800 | 1,566,400 | 360,000 | 655,040 | 3,948,480 \$ |
||
| Maximum balance of endorsement and |
guarantee for the period | 1,310,080 \$ |
284,800 | 1,566,400 | 480,000 | 655,040 | 4,296,320 \$ |
||
| Limit of endorsement | and guarantee for a single entity |
(Note 1) | 1,903,156 \$ |
1,903,156 | 1,903,156 | 1,903,156 | 1,903,156 | ||
| Relationship | shareholding | 〞 | 〞 | 〞 | 〞 | ||||
| Parties being endorsed and guaranteed | Name of the company | Everest Investment (Holding) Ltd. Subsidiary - 100% | Everest Textile (Thailand) Co., Ltd. |
Everest Textile USA, LLC. | Everest International Develop Investment Co., Ltd. |
Everest International (HK) Limited | |||
| Endorsements/guarantees | Provider Company Name Code |
The Company 0 |
Note 1: Based on 50% of the equity attributable to owners of the Company. Note 2: Based on 100% of the equity attributable to owners of the Company.
| Remarks | |||||
|---|---|---|---|---|---|
| Market value/net equity | 80,742 value \$ |
3,433 \$ |
15 3,448 \$ |
256,761 \$ |
|
| Ratio (%) - |
19 | - | 5 | ||
| End of the period | Carrying amount | 80,742 \$ |
3,433 \$ |
15 3,448 \$ |
256,761 \$ |
| Unit/number of shares 7,441,665 |
526,800 | 1,175 | 26,067,062 | ||
| Accounting item | through other comprehensive Financial assets at fair value income - current |
through other comprehensive Financial assets at fair value income - non-current |
〞 | through other comprehensive Financial assets at fair value income - non-current |
|
| Relationship with the issuer of | degree relative of the Chairman of The Vice-Chairman is a second securities the Company |
The Company is a corporate director of Jin Lead Industrial Co., Ltd. |
No | Parent company | |
| Far Eastern International Bank - shares of a Category and name of securities listed company |
Jin Lead Industrial Co., Ltd. - shares of an unlisted company |
Dah Chung Bills Finance Corp. - shares of a listed company |
Everest Textile - shares of a listed company | ||
| Company Held The Company |
Develop Investment Co., Everest International Ltd. |
Note 1: The term "securities" used in this Schedule refers to shares, bonds, beneficiary certificates, and securities derived from the aforesaid items.
Note 2: Please see Table 7 and Table 8 for information related to investments in subsidiaries.
Everest Textile Co., Ltd. and Subsidiaries Details of Securities Held at the End of the Period
December 31, 2020 Unit: NT\$ Thousands
Everest Textile Co., Ltd. and Subsidiaries
Cumulative Purchase or Sales of Securities of the Same Company with an Amount Achieving NT\$300,000 Thousand or Reaching 20% of Its Paid-in Capital and Above For the year ended December 31, 2020 Unit: NT\$ Thousands
| Amount | 998,921 \$ |
|
|---|---|---|
| End of the period | Number of shares/unit |
191,400,000 |
| (Losses) gains on disposals |
- \$ |
|
| Book costs | - \$ |
|
| Sale | Selling price | - \$ |
| Number of shares/unit |
- | |
| Amount | 270,983 (Note 1) \$ |
|
| Purchase | Number of shares/unit |
46,800,000 |
| Amount | 727,938 \$ |
|
| Beginning of the period | Number of shares/unit |
144,600,000 |
| Subsidiary | ||
| Counterparty Relationship | Note 2 | |
| Accounting item | using the equity accounted for Investments method |
|
| Category and name of securities |
Develop Investment Everest International Co., Ltd. |
|
| Name of company purchased or sold |
The Company |
Note 1: Include additional investments amounted to NT\$468,000 less losses of subsidiaries accounted for using the equity method amounted to NT\$151,703 and exchange differences on translating the financial statements of foreign operations adjusted due to the changes
in exchange rates amounted to NT\$45,314. Note 2: Issuance of ordinary shares for cash for a subsidiary.
| Everest Textile Co., Ltd. and Subsidiaries |
|---|
Purchases and Sales with Related Parties with an Amount Achieving NT\$100,000 Thousand or Reaching 20% of its Paid-in Capital and Above For the year ended December 31, 2020 Unit: NT\$ Thousands
| Circumstance and reason for transaction | Notes and trade receivables | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchasing (selling) | Transaction status | conditions differ from general transactions | (payables) | |||||||||
| company | Counterparty | Relationship | Purchase (sales) of goods |
Amount | purchase (sales) Ratio to total of goods (%) |
Credit period | Unit price | Credit period | Balance | (payables) (%) Ratio to total receivables |
Remarks | |
| The Company | Everest Textile (Thailand) Co., | Subsidiary | Outsourced | 335,825 \$ |
58 | Settle every 1 month | No comparable goods | - | - \$ |
- | Note | |
| Ltd. | processing | under the same category | ||||||||||
| Subsidiary | Purchase | 259,995 | 11 | Settle every 6 months | Equivalent | Equivalent | 66,861 ) ( |
14 | Note | |||
| Subsidiary | Sales | 325,237 ) ( |
( | 6 ) | Settle every 6 months | Equivalent | Equivalent | - | - | Note | ||
| Far Eastern New Century | Company evaluates | Purchase | 172,181 | 7 | Settle every 1 to 2 | Equivalent | Equivalent | 15,846 ) ( |
3 | |||
| Corporation (FENC) | the Company | months, except for | ||||||||||
| using the equity | advance | payments | ||||||||||
| method | made | partial for |
||||||||||
| yarn products | ||||||||||||
| Far Eastern Fibertech Co., Ltd. | Company evaluates | Purchase | 173,762 | 7 | Settle every 1 month | Equivalent | Equivalent | 13,893 ) ( |
3 | |||
| the Company | ||||||||||||
| using the equity | ||||||||||||
| method | ||||||||||||
| Everest Textile (Shanghai) Ltd. | Subsidiary | Sales | 343,692 ) ( |
( | 7 ) | Settle every 6 months | Equivalent | Equivalent | 52,607 | 5 | Note | |
| Everest Textile USA, LLC. | Subsidiary | Purchase | 199,673 | 9 | Settle every 6 months | Equivalent | Equivalent | 42,274 ) ( |
9 | Note | ||
| Subsidiary | Sales | 167,070 ) ( |
( | 3 ) | Settle every 6 months | Equivalent | Equivalent | 73,127 | 7 | Note | ||
| Everest Apparel (Ethiopia) S.C. Subsidiary | Sales | 349,719 ) ( |
( | 7 ) | Settle every 6 months | Equivalent | Equivalent | 334,003 | 33 | Note | ||
| Everest Textile | Everest Investment (Holding) | Parent company | Sales | 429,634 ) ( |
21 ) ( |
Settle every 2 to 4 | Equivalent | Equivalent | 21,974 | 4 | Note | |
| (Shanghai) Ltd. | Ltd. | months | ||||||||||
| Everest International (HK) | Fellow subsidiary | Sales | 479,815 ) ( |
24 ) ( |
Settle every 2 to 4 | Equivalent | Equivalent | 174,292 | 34 | Note | ||
| Limited | months | |||||||||||
| Everest Textile USA, LLC. |
Everest Textile (Thailand) Co., Ltd. |
Fellow subsidiary | Sales | 249,908 ) ( |
32 ) ( |
Settle every 6 months | Equivalent | Equivalent | 122,877 | 71 | Note | |
| Everest Textile (Thailand) | Everest Apparel (Ethiopia) S.C. | Fellow subsidiary | Sales | 196,045 ) ( |
12 ) ( |
Settle every 6 months | Equivalent | Equivalent | 175,355 | 34 | Note | |
| Co., Ltd. |
Note: Written-off during the preparation of the consolidated financial statements.
| Everest Textile Co., Ltd. and Subsidiaries |
|---|
Receivables from Related Parties Achieving NT\$100,000 Thousand or Reaching 20% of Its Paid-in Capital and Above
December 31, 2020 Unit: NT\$ Thousands, unless specified otherwise
| Allowance for | losses provided | - \$ |
- | - | - | - | - | - | - | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount recovered from | related parties after expiry | 255,331 \$ |
334,003 | - | 174,292 | 166,383 | 120,484 | 76,899 | 18,953 | |||||||||
| Overdue receivables from related | parties | Method of | disposal | - | - | - | - | - | - | - | - | |||||||
| Amount | - \$ |
- | - | - | - | - | - | - | ||||||||||
| Turnover rate | - | (Note 1 and | Note 2) | 2.11 | - | (Note 1 and | Note 2) | 5.51 | - | (Note 1) | - | (Note 1) | 1.34 | 2.24 | ||||
| Balance of receivables | from the related party (Note 3) |
255,331 \$ |
334,003 | 301,799 | 174,292 | 166,383 | 120,484 | 122,877 | 175,355 | |||||||||
| Relationship | Subsidiary | 〞 | 〞 | Fellow subsidiary | Same ultimate parent | company | 〞 | Fellow subsidiary | Fellow subsidiary | |||||||||
| Counterparty | Everest Apparel (Ethiopia) S.C. | Everest Apparel (Haiti) S.A. | Everest International (HK) Limited | Everest Textile USA, LLC. | Everest Development USA, LLC. | Everest Textile (Thailand) Co., Ltd. | Everest Apparel (Ethiopia) S.C. | |||||||||||
| Company with book receivables | The Company | Everest Textile (Shanghai) Ltd. | Everest International (HK) Limited | Everest Textile USA, LLC. | Everest Textile (Thailand) Co., Ltd. |
Note 1: The nature of the financing, not applicable for turnover rate calculation.
Note 2: Amount of property, plant and equipment purchased on behalf of others or sold, not applicable for turnover rate calculation.
Note 3: Written-off during the preparation of the consolidated financial statements.
TABLE 6
Everest Textile Co., Ltd. and Subsidiaries
Information on Invested Companies For the year ended December 31, 2020
Unit: NT\$ Thousands
| Remarks | Note 3 | Note 3 | Note 3 | Note 3 | Note 3 | Note 3 | Note 3 | Note 3 | Note 3 | Note 3 | Note 3 | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investment loss | recognized for the | period | 16,308 ) ( \$ |
147,095 ) ( |
203 ) ( |
|||||||||
| Current (loss) gain | of the investee | company | 16,308 ) | 147,095 ) | 203 ) | 1,273 | 81,501 | 220,426 ) | 52,539 | 2,796 ) | 55,395 | 40,260 ) | 179,690 ) | |
| ( \$ | ( | ( | ( | ( | ( | ( | ||||||||
| Carrying amount | 2,493,422 \$ |
666,085 (Note 1) |
1,313 | 1,204,549 | 889,018 | 133,869 | 860,795 | 57,766 | 797,313 | 183,713 | 48,123 | |||
| Held at the end of the period | Ratio (%) | 100 | 100 | 99.3 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | ||
| Number of shares | 1,300 | 191,400,000 | 695,000 | 79,999,993 | 41,300,000 | 27,580,000 | 1,000 | 2,500,000 | 38,800,000 | 542,415 | 4,000 | |||
| Initial investment amount | End of previous year | 955,893 \$ |
1,530,400 | 2,427 | 701,063 | 964,343 | 685,001 | 964,343 | 79,170 | 885,173 | 411,221 | 273,780 | ||
| End of the period | 955,893 \$ |
1,998,400 | 2,427 | 701,063 | 1,260,433 | 848,467 | 1,260,433 | 79,170 | 1,181,263 | 557,696 | 390,960 | |||
| Principal business activities | Holdings and international trade |
General investment | International trade | Original equipment | manufacturing, production, and sales of processed silk and woven fabrics |
Investment and holdings | Investment and holdings | Investment and holdings | Operating asset management | Production and dyeing of yarn and woven fabrics |
Apparel production | Apparel production | ||
| Location | Bermuda | Taiwan | Hong Kong | Thailand | Hong Kong | Hong Kong | The U.S. | The U.S. | The U.S. | Ethiopia | Haiti | |||
| Name of the investee Companies | Everest Investment (Holding) Ltd. | Everest International Develop Investment Co., Ltd. |
Everest Textile (HK) Co., Ltd. | Everest Textile (Thailand) Co., Ltd. | Everest International (HK) Limited | Everest Apparel (HK) Limited | Everest USA Holdings, Inc. | Everest Development USA, LLC. | Everest Textile USA, LLC. | Everest Apparel (Ethiopia) S.C. | Everest Apparel (Haiti) S.A. | |||
| Name of the investing | company | The Company | Everest Investment | (Holding) Ltd. | Develop Investment Everest International Co., Ltd. |
Everest International (HK) Limited |
Holdings, Inc. Everest USA |
Everest Apparel (HK) | Limited |
Note 1: The carrying amount at the end of the year is the balance after deducting the parent company's shares held by the subsidiary that are deemed as treasury shares amounted to NT\$332,836. Note 2: Please refer to Table 8 for information on investments in Mainland China.
Note 3: Written-off during the preparation of the consolidated financial statements.
| Everest Textile Co., Ltd. and Subsidiaries |
|---|
Information on Investments in Mainland China For the year ended December 31, 2020 Unit: NT\$ Thousands, unless specified otherwise
| Investment | gains | repatriated at | the end of the | period | - \$ |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Carrying | amount of | investments | at the end of | the period | \$1,314,555 | |||||||||
| Investment | losses | recognized for | the period | (Notes 3 and 4) | 2,036 ) ( \$ |
|||||||||
| The Company's | direct or | indirect | investment | shareholding | (%) | 100 | ||||||||
| Gains of the | investee | company | during the | period | 1,919 \$ |
|||||||||
| Cumulative investment | amount remitted from | Taiwan at the end of | the period | 980,349 \$ |
(USD\$30,000 | thousand) | ||||||||
| Investment amount | remitted or | recovered for the | period | Recovered | - \$ - |
|||||||||
| Remitted | \$ | |||||||||||||
| Cumulative investment | amount remitted from | Taiwan at the | beginning of the | period | 980,349 \$ |
(USD\$30,000 | thousand) | |||||||
| Investment | method | The Company's | indirect | investment via | the third party | Everest | Investment | (Holding) Ltd. | ||||||
| Paid-in capital | (Note 2) | 854,400 \$ |
(USD\$30,000 | thousand) | ||||||||||
| Principal business | activities | Research, | development, | dyeing, back-end | processing and | selling of high | emulation | chemical fibers | and high-grade | textile cloth | ||||
| Name of the | investee | company in | Mainland China | Everest Textile | (Shanghai) | Ltd. |
| Investment limits stated by MOEAIC regarding investments in Mainland China |
(Note 1) | 2,283,787 \$ |
|---|---|---|
| Economic Affairs Investment Committee (MOEAIC) Investment amount approved by the Ministry of |
(Note 2) | (USD\$30,000 thousand) 854,400 \$ |
| Cumulative investment amount remitted from Taiwan to Mainland China at the end of the period |
(Note 2) | (USD\$30,000 thousand) 854,400 \$ |
Note 1: Calculated based on the limits stated in the "Regulations Governing the Examination of Investment or Technical Cooperation in Mainland China" amended by the MOEAIC on August 29, 2009 (\$3,806,311×60%= \$2,283,787).
Note 2: The amount is translated at a currency rate where USD\$1 equals NT\$28.48.
Note 3: Investment losses are recognized according to the financial statements audited by an international accounting firm that cooperates with CPA Associations R.O.C. (Taiwan).
Note 4: Investment losses recognized for the period is the net amount after deducting the unrealized gross sales of goods amounted to NT\$3,955 thousand arising from the side current transactions.
Everest Textile Co., Ltd. and Subsidiaries
Significant Transactions with Investee Companies in Mainland China, either Directly or Indirectly through A Third Area, and Their Prices, Payment Terms, and Unrealized Gains or Losses For the year ended December 31, 2020 Unit: NT\$ Thousands
| Unrealized | gains (loss) | (Note) | 3,803 \$ |
- | 4,003 ) | - | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ratio to total notes | and trade | receivables | (payables) | 5 | 100 ) ( |
( 34 |
- | |||||
| Notes and trade receivables (payables) |
Balance (Note) | 52,607 \$ |
21,974 ) ( |
174,292 | 16 | |||||||
| Circumstance and reason for transaction amount | differ from general transactions | Credit period | Equivalent | Equivalent | Equivalent | Equivalent | ||||||
| Unit price | Equivalent | Equivalent | Equivalent | Equivalent | ||||||||
| Credit period | Settle every 6 | months | Settle every 2 to 4 | months | Settle every 2 to 4 | months | Settle every 2 to 4 | months | ||||
| Ratio to total | purchase and | sales (%) | 7 ) ( |
100 | 24 ) ( |
5 ) ( |
||||||
| Transaction status | Amount (Note) | 343,692 ) ( \$ |
429,634 | 479,815 ) ( |
80,649 ) ( |
|||||||
| Purchase (sales) of | goods | Sales | Purchase | Sales | Sales | |||||||
| Relationship | Subsidiary | Subsidiary | Fellow subsidiary | Fellow subsidiary | ||||||||
| Counterparty | Everest Textile | (Shanghai) Ltd. | Everest Textile | (Shanghai) Ltd. | Everest International | (HK) Limited | Everest Textile | (Shanghai) Ltd. | ||||
| Purchasing (selling) | company | The Company | Everest Investment | (Holding) Ltd. | Everest Textile | (Shanghai) Ltd. | Everest Textile | (Thailand) Co., Ltd. |
Note: Written-off during the preparation of the consolidated financial statements.
Everest Textile Co., Ltd. and Subsidiaries
Business Relationships and Status of Significant Transactions between the Parent Company and Subsidiaries and between the Respective Subsidiaries. For the year ended December 31, 2020 Unit: NT\$ Thousands
| Transaction status | |||||||
|---|---|---|---|---|---|---|---|
| Code | Name of the transacting party | Counterparty of the transaction | Relationship with the transacting party (Note 1) |
Accounts | Amount (Note 2) | Transaction conditions | operating revenue or consolidated total Ratio to the |
| 0 | The Company | Everest Investment (Holding) Ltd. | 1 | Advances Purchase |
50,864 15,458 \$ |
The transactions are made at general transaction prices; payment terms | total assets (%) 1 - |
| shall be settled every 6 months. | |||||||
| Everest Textile (Thailand) Co., Ltd. | 1 | Commission expenses Sales |
10,205 325,237 |
Price negotiation is adopted, the payment may offset other receivables The transactions are made at general transaction prices; collection |
4 - |
||
| terms shall be settled every 6 months. | |||||||
| Purchase | 259,995 | The transactions are made at general transaction prices; payment terms shall be settled every 6 months. |
4 | ||||
| Processing expenses | 335,825 | No comparable goods under the same category; payment terms shall be settled every 1 month. |
5 | ||||
| Purchase of machine supplies on behalf of | 48,871 | The transactions are made at general transaction prices; collection | 1 | ||||
| others | terms shall be settled every 6 months. | ||||||
| Everest Textile (Shanghai) Ltd. | 1 | Trade payables to related parties Sales |
343,692 66,861 |
The transactions are made at general transaction prices; collection | 5 - |
||
| Trade receivables from related parties | 52,607 | terms shall be settled every 6 months. | - | ||||
| Everest International Develop | 1 | Other payables to related parties | 28,480 | - | |||
| Everest Textile USA, LLC. Investment Co., Ltd. |
1 | Other receivables from related parties | 47,400 | - | |||
| Sales | 167,070 | The transactions are made at general transaction prices; collection | 2 | ||||
| The transactions are made at general transaction prices; payment terms terms shall be settled every 6 months. |
3 | ||||||
| Purchase | 199,673 | shall be settled every 6 months. | |||||
| Trade receivables from related parties | 73,127 | 1 | |||||
| Trade payables to related parties | 42,274 | - | |||||
| Purchase of machine supplies on behalf of | 26,524 | The transactions are made at general transaction prices; collection | - | ||||
| others | terms shall be settled every 6 months. | ||||||
| Disposal of fixed assets | 37,913 | The transactions are made at general transaction prices; collection terms shall be settled every 6 months. |
1 | ||||
| Everest Apparel (HK) Limited | 1 | Other receivables from related parties | 97,790 | 1 | |||
| Everest International (HK) Limited | 1 | Purchase | 64,986 | The transactions are made at general transaction prices; payment terms shall be settled every 6 months. |
1 | ||
| Trade payables to related parties | 42,051 | - | |||||
| Everest Apparel (Ethiopia) S.C. | 1 | Trade receivables from related parties | 334,003 | 2 | |||
| Other receivables from related parties Advances |
35,569 255,331 |
2 | |||||
| Sales | 349,719 | The transactions are made at general transaction prices; collection terms | 5 - |
||||
| Processing expenses | 34,665 | No comparable goods under the same category; payment terms shall be shall be settled every 6 months. |
- | ||||
| settled every 1 month. | |||||||
| Purchase of property, plant and equipment on behalf of others |
15,251 | Price negotiation is adopted; collection terms shall be settled every 6 months. |
- | ||||
| Everest Apparel (Haiti) S.A. | 1 | Other receivables from related parties | 301,799 | 2 | |||
| Advances | 44,845 | 1 |
(Continued)
(Continued)
Note 1: The relationship with a transacting party is divided into three categories set out below:
-
Parent company to subsidiary.
-
Subsidiary to parent company.
-
Subsidiary to subsidiary.
Note 2: Written off during the preparation of the consolidated financial statements
Everest Textile Co., Ltd.
Information on Major Shareholders December 31, 2020
| Shares | ||
|---|---|---|
| Name of the major shareholder | Number of shares | |
| held (share) | Shareholding (%) | |
| Yuan Ding Investment Corp. | 128,618,422 | 25.22% |
| Everest International Develop Investment Co., Ltd. | 26,067,062 | 5.11% |
Everest Textile Co., Ltd.
Financial Statements for the Years Ended December 31, 2020 and 2019 and Independent Auditors' Report
Address: No. 256, Minghe Vil., Shanshang Dist., Tainan City, Taiwan (R.O.C.) Tel.: (06)578-2561
For the convenience of readers, the independent auditors' report and the accompanying 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' report and financial statements shall prevail.
The Board of Directors and Shareholders Everest Textile Co., Ltd.
Audit Opinion
We have audited the balance sheets of Everest Textile Co., Ltd. (the "Company") as of December 31, 2020 and 2019, the statements of comprehensive income, statements of changes in equity, statements of cash flows for the years then ended, and the notes to financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of the other independent auditors (refer to the Other Matters section of our report), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years ended December 31, 2020 and 2019 in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers."
Basis for Opinion
We conducted our audits in accordance with the "Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants" and auditing standards generally accepted in the ROC. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the ROC, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the Company for the year ended December 31, 2020. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The descriptions of the key audit matters of the Company's financial statements for the year ended December 31, 2020 are as follows:
According to the descriptions in Note 4(5) Inventories, Note 5 Inventory Obsolescence Losses, and Note 9 Inventories of the accompanying financial statements, as of December 31, 2020, the amount of the inventory held by the Company was NT\$2,795,444 thousand, accounted for 26% of the total assets. The carrying amount of inventory is significant to the entire financial statements, and the
valuation of obsolete inventory is subject to management's significant accounting judgment. Therefore, the evaluation and consideration for inventory obsolescence losses have been identified as a key audit matter.
With respect to the rationality for the evaluation of inventory obsolescence losses, we performed audit procedures as follows:
-
- We understood and evaluated the design and operating effectiveness of internal controls for inventories.
-
- We evaluated the inventory aging profile and selected samples to test the accuracy of the inventory aging.
-
- We observed the physical inventory count and performed test counts to identify whether there were obsolete or damaged inventories.
Other Matters
Certain investments in subsidiaries accounted for using the equity method in the financial statements of the Company for the year ended December 31, 2020 and 2019 were audited by other auditors. Therefore, in our opinions expressed for the financial statements, the amount of the above investments accounted for using the equity method and its profit or loss were recognized according to the report from other auditors. As of December 31, 2020 and 2019, the amounts of the above investments accounted for using the equity method were NT\$2,297,180 thousand and NT\$2,018,415 thousand, respectively, accounted for 21% and 19% of the total assets. Furthermore, for the years ended December 31, 2020 and 2019, the consolidated profit or loss recognized using the equity method was a loss of NT\$280,979 and NT\$393,363, respectively, accounted for 27% and 124% off the total consolidated profit or loss, respectively.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing related matters, and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the Audit Committee, are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the ROC will always detect a material misstatement in the financial statements when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the ROC, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
- Evaluate the overall presentation, structure and content of the financial statements, including relevant notes, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
- Obtain sufficient and appropriate audit evidence regarding the financial information of entities or businesses within the Company to express an opinion on the financial statements. We are
responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for forming the audit opinion for the Company.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provided those charged with governance with a statement that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and to communicate with them all relationships and other matters that may be thought to bear on our independence (including relevant preventive measures).
From the matters communicated with those charged with governance, we determined key audit matters of the financial statements of the Company for the year ended December 31, 2020. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communications.
Deloitte & Touche CPA Lou Liao CPA Li-yuan Guo
Financial Supervisory Commission Approval No.
Jin-guan-zheng-shen-zi No. 0990031652
Securities and Futures Commission Approval No.
Tai-cai-zheng-liu-zi No. 0920123784
Everest Textile Co., Ltd.
Balance Sheets December 31, 2020 and 2019 Unit: NT\$ Thousands
| December 31, 2020 | December 31, 2019 | ||||
|---|---|---|---|---|---|
| Code | Assets | Amount | % | Amount | % |
| Current assets | |||||
| 1100 | Cash (Notes 4 and 6) | \$ 303,448 |
3 | \$ 51,817 |
- |
| 1120 | Financial assets at fair value through other comprehensive income - current | ||||
| (Note 4 and 7) | 80,742 | 1 | 86,548 | 1 | |
| 1150 | Notes receivable (Notes 4, 8, 20, and 26) | 3,213 | - | 5,547 | - |
| 1170 | Trade receivables (Notes 4, 8, and 20) | 535,041 | 5 | 409,861 | 4 |
| 1180 | Trade receivables from related parties (Notes 4, 8, 20, and 26) | 460,890 | 4 | 268,551 | 3 |
| 1200 1210 |
Other receivables (Note 4) Other receivables from related parties (Notes 4 and 26) |
27,245 709,726 |
- 7 |
42,375 797,574 |
- 8 |
| 1220 | Current tax assets (Note 22) | 1,868 | - | 1,248 | - |
| 130X | Inventories (Notes 4, 5, and 9) | 2,795,444 | 26 | 2,976,054 | 28 |
| 1470 | Other current assets (Note 13) | 35,635 | - | 21,097 | - |
| 11XX | Total current assets | 4,953,252 | 46 | 4,660,672 | 44 |
| Non-current assets | |||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | ||||
| (Notes 4 and 7) | 3,448 | - | 6,960 | - | |
| 1550 | Investments accounted for using the equity method (Notes 4 and 10) | 3,160,820 | 29 | 2,952,184 | 28 |
| 1600 | Property, plant and equipment (Notes 4, 11, 26, 27, and 28) | 2,528,072 | 23 | 2,706,961 | 25 |
| 1755 | Right-of-use assets (Notes 4 and 12) | 60,542 | 1 | 85,376 | 1 |
| 1840 | Deferred tax assets (Notes 4 and 22) | 95,116 | 1 | 86,319 | 1 |
| 1990 15XX |
Other non-current assets (Note 13) Total non-current assets |
51,165 5,899,163 |
- 54 |
66,866 5,904,666 |
1 56 |
| 1XXX | Total assets | \$ 10,852,415 | 100 | \$ 10,565,338 | 100 |
| Code | Liabilities and equity | ||||
| Current liabilities | |||||
| 2100 | Short-term borrowings (Notes 14, 26, and 27) | \$ 1,175,727 |
11 | \$ 1,247,748 |
12 |
| 2110 | Short-term bills payable (Note 14) | 1,599,118 | 15 | 799,378 | 7 |
| 2150 | Notes payable (Note 15) | 598 | - | 27,611 | - |
| 2160 | Notes payable to related parties (Notes 15 and 26) | 10,487 | - | 6,516 | - |
| 2170 2180 |
Trade payables (Notes 15) Trade payables to related parties (Notes 15 and 26) |
299,340 183,082 |
3 2 |
283,343 157,806 |
3 1 |
| 2219 | Other payables (Note 16) | 317,323 | 3 | 296,933 | 3 |
| 2220 | Other payables to related parties (Note 26) | 29,353 | - | 60,927 | 1 |
| 2230 | Current tax liabilities (Note 22) | 7,929 | - | - | - |
| 2250 | Provisions -current (Note 17) | 7,154 | - | 7,154 | - |
| 2280 | Lease liabilities - current (Notes 4 and 12) | 28,594 | - | 35,503 | - |
| 2322 | Long-term borrowings due within one year (Notes 14 and 27) | 577,500 | 5 | 606,667 | 6 |
| 2399 | Other current liabilities (Notes 16, 19, and 20) | 13,908 | - | 9,115 | - |
| 21XX | Total current liabilities | 4,250,113 | 39 | 3,538,701 | 33 |
| Non-current liabilities | |||||
| 2540 | Long-term borrowings (Notes 14 and 27) | 2,518,333 | 23 | 1,905,833 | 18 |
| 2570 2580 |
Deferred tax liabilities (Notes 4 and 22) Lease liabilities - non-current (Notes 4 and 12) |
169,777 31,645 |
2 - |
169,777 50,032 |
2 - |
| 2640 | Net defined benefit liabilities - non-current (Notes 4 and 18) | 75,515 | 1 | 60,048 | 1 |
| 2645 | Guarantee deposits | 721 | - | 825 | - |
| 25XX | Total non-current liabilities | 2,795,991 | 26 | 2,186,515 | 21 |
| 2XXX | Total liabilities | 7,046,104 | 65 | 5,725,216 | 54 |
| Equity (Note 19) | |||||
| Share capital | |||||
| 3110 | Ordinary shares | 5,098,341 | 47 | 5,098,341 | 48 |
| 3200 | Capital surplus | 99,644 | 1 | 99,644 | 1 |
| Retained earnings | |||||
| 3310 3320 |
Legal reserve Special reserve |
174,022 83,073 |
2 1 |
174,022 83,073 |
2 1 |
| 3350 | Deficits to be compensated | ( 1,151,908 ) |
( 11 ) |
( 215,234 ) |
( 2 ) |
| 3300 | Net retained earnings (accumulated losses) | ( 894,813 ) |
( 8 ) |
41,861 | 1 |
| 3400 | Other equity interest | ( 164,025 ) |
( 2 ) |
( 66,888 ) |
( 1 ) |
| 3500 | Treasury shares (Note 4) | ( 332,836 ) |
( 3 ) |
( 332,836 ) |
( 3 ) |
| 31XX | Total equity | 3,806,311 | 35 | 4,840,122 | 46 |
| Total liabilities and equity | \$ 10,852,415 | 100 | \$ 10,565,338 | 100 |
The accompanying notes are an integral part of the financial statements. (Refer to Deloitte & Touche auditors' report dated March 29, 2021)
Chairman: Johnny Hih Manager: Ching Lai Yeh Accounting Executive: Mei Hsiu Huang
Everest Textile Co., Ltd.
Statements of Comprehensive Income For the years ended December 31, 2020 and 2019 Unit: NT\$ Thousands (NT\$ for net loss per share)
| 2020 | 2019 | ||||||
|---|---|---|---|---|---|---|---|
| Code | Amount | % | Amount | % | |||
| 4000 | Operating revenue (Notes 4, 20, and 26) |
\$ | 5,174,017 | 100 | \$ | 5,993,003 | 100 |
| 5000 | Operating costs (Notes 9, 18, 21, and 26) |
5,054,561 | 98 | 5,164,420 | 86 | ||
| 5900 | Gross profit | 119,456 | 2 | 828,583 | 14 | ||
| 5910 | Unrealized gains from subsidiaries | ( | 3,803 ) |
- | ( | 3,984 ) |
- |
| 5920 | Realized profit from subsidiary | 3,984 | - | 1,067 | - | ||
| 5950 | Realized gross profit | 119,637 | 2 | 825,666 | 14 | ||
| Operating expenses (Notes 18, 21, and 26) |
|||||||
| 6100 | Selling and marketing expenses |
474,594 | 9 | 450,112 | 8 | ||
| 6200 | General and administrative expenses |
227,039 | 4 | 231,603 | 4 | ||
| 6300 6000 |
Research and development expenses Total operating expenses |
178,463 880,096 |
4 17 |
208,319 890,034 |
3 15 |
||
| 6500 | Other comprehensive income and expenses (Notes 21 and 26) |
2,747 | - | 2,873 | - | ||
| 6900 | Net operating losses | ( | 757,712 ) |
( 15 ) |
( | 61,495 ) |
( 1 ) |
| 7100 | Non-operating income and expenses (Notes 4, 21, and 26) Interest income |
6,153 | - | 2,798 | - | ||
| 7010 | Other income | 110,288 | 2 | 56,975 | 1 | ||
| 7020 7510 |
Other gains and losses Interest expenses |
( ( |
74,949 ) 54,328 ) |
( 1 ) ( 1 ) |
( ( |
649 ) 47,942 ) |
- ( 1 ) |
(Continued)
| 2020 | 2019 | ||||||
|---|---|---|---|---|---|---|---|
| Code | Amount | % | Amount | % | |||
| 7070 | Share of losses from subsidiaries accounted for using equity method |
( \$ |
163,606 ) |
( 3 ) |
( \$ |
213,195 ) |
( 3 ) |
| 7000 | Total non-operating income and expenses |
( | 176,442 ) |
( 3 ) |
( | 202,013 ) |
( 3 ) |
| 7900 | Net loss before income tax | ( | 934,154 ) |
( 18 ) |
( | 263,508 ) |
( 4 ) |
| 7950 | Income tax expense (Notes 4 and 22) |
2,833 | - | 8,451 | - | ||
| 8200 | Net loss for the year | ( | 936,987 ) |
( 18 ) |
( | 271,959 ) |
( 4 ) |
| 8310 | Other comprehensive income/(loss) Items that will not be reclassified subsequently to profit or loss: |
||||||
| 8311 | Re-measurement of defined benefit plans (Note 18) |
392 | - | ( | 32,071 ) |
- | |
| 8316 | Unrealized gain/(loss) on investments in equity instruments at fair value through other |
||||||
| 8349 | comprehensive income Income tax relating to items that will not be reclassified |
( | 5,806 ) |
- | 15,993 | - | |
| subsequently to profit or loss (Note 22) |
( ( |
79 ) 5,493 ) |
- - |
( | 6,414 9,664 ) |
- - |
|
| 8360 | Items that may be reclassified subsequently to profit or |
||||||
| 8361 | loss: Exchange differences on translating the financial statements of |
||||||
| 8300 | foreign operations Other comprehensive |
( | 91,331 ) |
( 2 ) |
( | 36,195 ) |
( 1 ) |
| income/(loss) for the year, net of income tax |
( | 96,824 ) |
( 2 ) |
( | 45,859 ) |
( 1 ) |
|
| 8500 | Total comprehensive income/(loss) for the year |
( \$ |
1,033,811 ) |
( 20 ) |
( \$ |
317,818 ) |
( 5 ) |
| 9710 9810 |
Net loss per share (Note 23) Basic Diluted |
( \$ ( |
1.94 ) 1.94 ) |
( \$ ( |
0.56 ) 0.56 ) |
||
The accompanying notes are an integral part of the financial statements. (Refer to Deloitte & Touche auditors' report dated March 29, 2021)
Chairman: Johnny Hih Manager: Ching Lai Yeh Accounting Executive: Mei Hsiu Huang
| Everest Textile Co., Ltd. | |
|---|---|
Statements of Changes in Equity For the years ended December 31, 2020 and 2019 Unit: NT\$ Thousands (NT\$ for dividends per share)
| Share capital | Retained earnings (accumulated losses) | Other equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Code A1 |
Balance on January 1, 2019 | 499,837 Shares (in thousands) |
\$ 4,998,374 Amount |
Capital surplus 99,644 \$ |
Legal reserve 158,285 \$ |
Special reserve 80,182 \$ |
earnings (deficits Undistributed compensated) 200,977 to be \$ |
differences on translating the 48,991 ) statements of Exchange financial operations foreign ( \$ |
financial assets at Unrealized gain comprehensive through other 2,305 fair value (loss) on income \$ |
46,686 ) Total ( \$ |
Treasury shares 332,836 ) ( \$ |
Total equity \$ 5,157,940 |
| B9 B1 B3 |
Appropriation of 2018 earnings (Note 19) Share dividends - NT\$0.2 per share Special reserve Legal reserve |
- - 9,997 |
- - 99,967 |
- - - |
- - 15,737 |
- - 2,891 |
15,737 ) 2,891 ) 99,967 ) ( ( ( |
- - - |
- - - |
- - - |
- - - |
- - - |
| D1 | Net loss for the year ended December 31, 2019 |
- | - | - | - | - | 271,959 ) ( |
- | - | - | - | 271,959 ) ( |
| D3 | Other comprehensive income/(loss) for the year ended December 31, 2019, net of income tax |
- | - | - | - | - | 25,657 ) ( |
36,195 ) ( |
15,993 | 20,202 ) ( |
- | 45,859 ) ( |
| D5 | Total comprehensive income (loss) for the year ended December 31, 2019 |
- | - | - | - | - | 297,616 ) ( |
36,195 ) ( |
15,993 | 20,202 ) ( |
- | 317,818 ) ( |
| Z1 | Balance on December 31, 2019 | 509,834 | 5,098,341 | 99,644 | 174,022 | 83,073 | 215,234 ) ( |
85,186 ) ( |
18,298 | 66,888 ) ( |
332,836 ) ( |
4,840,122 |
| D1 | Net loss for the year ended December 31, 2020 |
- | - | - | - | - | 936,987 ) ( |
- | - | - | - | 936,987 ) ( |
| D3 | Other comprehensive income/(loss) for the year ended December 31, 2020, net of income tax |
- | - | - | - | - | 313 | 91,331 ) ( |
5,806 ) ( |
97,137 ) ( |
- | 96,824 ) ( |
| D5 | Total comprehensive income (loss) for the year ended December 31, 2020 |
- | - | - | - | - | 936,674 ) ( |
91,331 ) ( |
5,806 ) ( |
97,137 ) ( |
- | 1,033,811 ) ( |
| Z1 | Balance on December 31, 2020 | 509,834 | \$ 5,098,341 | 99,644 \$ |
174,022 \$ |
83,073 \$ |
( \$ 1,151,908 ) | 176,517 ) ( \$ |
12,492 \$ |
164,025 ) ( \$ |
332,836 ) ( \$ |
\$ 3,806,311 |
B - 9
The accompanying notes are an integral part of the financial statements. (Refer to Deloitte & Touche auditors' report dated March 29, 2021)
Chairman: Johnny Hih Manager: Ching Lai Yeh Accounting Executive: Mei Hsiu Huang
Everest Textile Co., Ltd.
Statements of Cash Flows For the years ended December 31, 2020 and 2019 Unit: NT\$ Thousands
| Code | 2020 | 2019 | |||
|---|---|---|---|---|---|
| Cash flows from operating activities | |||||
| A10000 | Net loss before income tax for the year | ( \$ |
934,154 ) |
( \$ |
263,508 ) |
| Adjustments for: | |||||
| A20100 | Depreciation expenses | 307,174 | 323,743 | ||
| A20900 | Interest expenses | 54,328 | 47,942 | ||
| A21200 | Interest income | ( | 6,153 ) |
( | 2,798 ) |
| A21300 | Dividend income | ( | 3,917 ) |
( | 4,054 ) |
| A22400 | Share of losses from subsidiaries accounted for using equity |
||||
| method | 163,606 | 213,195 | |||
| A22500 | Loss on disposal of property, plant | ||||
| and equipment | 11 | - | |||
| A23700 | Inventory valuation and | ||||
| obsolescence losses | 471,818 | 10,000 | |||
| A23900 | Unrealized gains from subsidiaries | 3,803 | 3,984 | ||
| A24000 | Realized profit from subsidiary |
( | 6,731 ) |
( | 3,940 ) |
| A29900 | Gains from the early termination of | ||||
| lease liabilities | ( | 29 ) |
- | ||
| A30000 | Net changes in operating assets and liabilities |
||||
| A31130 | Notes receivable | 2,334 | 13,959 | ||
| A31150 | Trade receivables | ( | 125,180 ) |
54,651 | |
| A31160 | Trade receivables from related | ||||
| parties | ( | 547,281 ) |
25,920 | ||
| A31180 | Other receivables | 15,130 | ( | 5,420 ) |
|
| A31190 | Other receivables from related | ||||
| parties | 310,548 | ( | 100,142 ) |
||
| A31200 | Inventory | ( | 291,208 ) |
( | 202,273 ) |
| A31240 A32125 |
Other current assets Contract liabilities |
( | 12,442 ) 914 |
( | 6,265 1,737 ) |
| A32130 | Notes payable | ( | 27,013 ) |
( | 32,392 ) |
| A32140 | Notes payable to related parties | 3,971 | ( | 23,628 ) |
|
| A32150 | Trade payables | 15,997 | ( | 132,148 ) |
|
| A32160 | Trade payables to related parties | 25,276 | 99,395 | ||
| A32180 | Other payables | 21,329 | ( | 50,308 ) |
|
| A32190 | Other payables to related parties | ( | 8,054 ) |
3,075 | |
| A32230 | Other current liabilities | 3,879 | 696 | ||
| A32240 | Net defined benefit liabilities - non |
||||
| current | 15,859 | ( | 31,845 ) |
||
| A33000 | Cash used in operations | ( | 546,185 ) |
( | 51,368 ) |
| A33100 | Interest received | 6,153 | 2,798 | ||
| A33300 | Interest paid | ( | 54,258 ) |
( | 47,443 ) |
| A33500 | Income tax paid | ( | 4,400 ) |
( | 11,725 ) |
| AAAA | Net cash outflows from operating | ||||
| activities | ( | 598,690 ) |
( | 107,738 ) |
(Continued)
| Code | 2020 | 2019 | ||||
|---|---|---|---|---|---|---|
| Cash flows from investing activities | ||||||
| B00020 | Disposal of financial assets at fair value | |||||
| through other comprehensive income | \$ | 3,512 | \$ - |
|||
| B02700 | Acquisition of property, plant and | |||||
| equipment | ( | 108,261 ) |
( | 179,402 | ) | |
| B02800 | Proceeds from disposal of property, plant | |||||
| and equipment | 38,133 | 840 | ||||
| B03700 | Increase in refundable deposits | ( | 1,216 ) |
( | 1,175 | ) |
| B03800 | Decrease in refundable deposits | 1,083 | 1,531 | |||
| B04300 | Increase in other accounts receivable | |||||
| from related parties | ( | 534,604 ) |
( | 339,828 | ) | |
| B04400 | Decrease in other receivables from | |||||
| related parties | 666,846 | 608,016 | ||||
| B07600 | Dividends received | 3,917 | 4,054 | |||
| BBBB | Net cash inflows from investing | |||||
| activities | 69,410 | 94,036 | ||||
| Cash flows from financing activities | ||||||
| C00100 | Increase in short-term borrowings | 3,861,012 | 3,397,748 | |||
| C00200 | Decrease in short-term borrowings | ( | 3,933,033 ) |
( | 2,790,000 | ) |
| C00500 | Increase in short-term notes and bills | |||||
| payable | 8,490,954 | 6,323,249 | ||||
| C00600 | Decrease in short-term notes and bills | |||||
| payable | ( | 7,691,214 ) |
( | 6,802,978 | ) | |
| C01600 | Proceeds from long-term borrowings | 1,070,000 | 2,375,000 | |||
| C01700 | Repayments of long-term borrowings | ( | 486,667 ) |
( | 1,690,834 | ) |
| C04020 | Repayment of the principal portion of | |||||
| lease liabilities | ( | 38,517 ) |
( | 35,966 | ) | |
| C03000 | Increase in guarantee deposits | - | 325 | |||
| C03100 | Decrease in guarantee deposits | ( | 104 ) |
( | 200 | ) |
| C03800 | Decrease in other payables to related | |||||
| parties | ( | 23,520 ) |
( | 108,000 | ) | |
| C05400 | Acquisition of subsidiaries | ( | 468,000 ) |
( | 630,000 | ) |
| CCCC | Net cash inflows from financing | |||||
| activities | 780,911 | 38,344 | ||||
| EEEE | Net increase in cash | 251,631 | 24,642 | |||
| E00100 | Cash balance at the beginning of the year | 51,817 | 27,175 | |||
| E00200 | Cash balance at the end of the year | \$ | 303,448 | \$ 51,817 |
The accompanying notes are an integral part of the financial statements. (Refer to Deloitte & Touche auditors' report dated March 29, 2021)
Chairman: Johnny Hih Manager: Ching Lai Yeh Accounting Executive: Mei Hsiu Huang
Everest Textile Co., Ltd.
Notes to Financial Statements For the years ended December 31, 2020 and 2019 (Unit: NT\$ Thousands, unless specified otherwise)
1. General Information
Everest Textile Co., Ltd. (the "Company") was incorporated in February 1988 and commenced business in October 1988. The Company mainly engages in the manufacturing of various textiles such as chemical fibers, cotton, and blended fabrics, and knitting processing, dyeing processing, printing processing, and polyester film businesses, as well as the manufacturing, trading, and import/export trading of the abovementioned products and products related to yarn materials and garments.
The Company's shares have been listed on the Taiwan Stock Exchange (TWSE) since April 1995. The financial statements are presented in the Company's functional currency, New Taiwan dollars.
2. Date and Procedures for the Approval of Financial Statements
The financial statements were approved by the board of directors (the "Board") on February 5, 2021.
3. Application of New and Amended Standards and Interpretations
a. Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the "IFRSs") endorsed and issued into effect by the Financial Supervisory Commission (the "FSC")
The initial application of the IFRSs endorsed and issued into effect by the FSC would not have any material impact on the Company's accounting policies.
b. The IFRSs endorsed by the FSC for application starting from 2021
| Effective Date Announced | |
|---|---|
| New/Revised/Amended Standards and Interpretations | by IASB |
| Amendments to IFRS 4 "Extension of the Temporary | Effective from the date of |
| Exemption from Applying IFRS 9" | promulgation |
| Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS | Effective from the annual |
| 16 - "Interest Rate Benchmark Reform - Phase 2" |
reporting period beginning |
| after January 1, 2021 | |
| Amendments to IFRS 16 "Covid-19-Related Rent | Effective from the annual |
| Concessions" | reporting period beginning |
| after June 1, 2021 |
As of the approval date for the publishing of the financial statements, the Company continuously assesses the impacts of amendments to other standards and interpretations on its financial position and financial performance and will disclose relevant impacts upon the completion of the assessment in due course.
c. IFRSs in issue but yet to be endorsed and issued into effect by the FSC
| Effective Date Announced | |
|---|---|
| New/Revised/Amended Standards and Interpretations | by IASB (Note 1) |
| "Annual Improvements to IFRSs 2018-2020 Cycle" | January 1, 2022 (Note 2) |
| Amendments to IFRS 3 "Amendments to References to the | |
| Conceptual Framework" | January 1, 2022 (Note 3) |
| Amendments to IFRS 10 and IAS 28 "Sale or Contribution | To be determined |
| of Assets between an Investor and Its Associate or Joint | |
| Venture" | |
| IFRS 17 "Insurance Contracts" | January 1, 2023 |
| Amendments to IFRS 17 | January 1, 2023 |
| Amendments to IAS 1 "Classification of Liabilities as | January 1, 2023 |
| Current or Non-Current" | |
| Amendments to IAS 1 in "Disclosure of Accounting | January 1, 2023 (Note 6) |
| Policies" | |
| Amendment to IAS 8 - "Definition of Accounting |
January 1, 2023 (Note 7) |
| Estimates" | |
| Amendments to IAS 16 "Property, Plant and Equipment - | January 1, 2022 (Note 4) |
| Proceeds before Intended Use" | |
| Amendments to IAS 37 "Onerous Contracts - Cost of |
January 1, 2022 (Note 5) |
| Fulfilling a Contract" |
Note 1: Unless stated otherwise, the above new/revised/amended IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
- Note 2: The amendments to IFRS 9 apply to the exchanges of financial liabilities or the alterations in its terms that occur during the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 "Agriculture" apply to the fair value measurements during the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 "First-time Adoptions of IFRSs" apply for annual reporting periods beginning on or after January 1, 2022.
- Note 3: The amendments shall apply to the business merger with an acquisition date during the annual reporting periods beginning on or after January 1, 2022.
- Note 4: The amendments apply to property, plant and equipment that arrived at the location and achieved the condition required for their operating method expected by the management on or after January 1, 2021.
- Note 5: The amendments apply to contracts with outstanding obligations on January 1, 2022.
- Note 6: Application of the amendments is deferred for the annual reporting period beginning on or after January 1, 2023.
- Note 7: The amendments apply to the changes in accounting estimates and changes in accounting policies that occurred during the annual reporting period beginning on or after January 1, 2023.
- As of the approval date for the publishing of the financial statements, the Company
continuously assesses the impacts of amendments to other standards and interpretations on its financial position and financial performance and will disclose relevant impacts upon the completion of the assessment in due course.
4. Summary of Significant Accounting Policies
a. Statement of compliance
The financial statements have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers."
b. Basis of preparation
The 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 are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of relevant inputs:
- 1) Level 1 input: Refer to quoted prices in active markets for identical assets or liabilities on the measurement date (unadjusted);
- 2) Level 2 input: Refer to observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly (i.e., prices) or indirectly (i.e., deduced from prices).
- 3) Level 3 input: Refer to unobservable inputs for asset or liability.
The Company has adopted the equity method for investments in subsidiaries when preparing the financial statements. To ensure the consistency between the profit or loss for the year, other comprehensive income/(loss), and equity in the financial statements and the profit or loss for the year, other comprehensive income/(loss), and equity attributable to owners of the Company in the Company's consolidated financial statements, certain accounting processing differences under the individual and consolidated basis were adjusted by "investments accounted for using the equity method," "share of profit or loss from subsidiaries accounted for using the equity method," "shares of other comprehensive income/(loss) from subsidiaries accounted for using the equity method" and other related equity items.
- c. Standards for the classification of current and non-current assets and liabilities Current assets include:
- 1) Assets held primarily for the purpose of trading;
- 2) Assets expected to be realized within 12 months after the reporting period; and
-
3) Cash (excluding those being restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period). Current liabilities include:
- i. Liabilities held primarily for the purpose of trading;
-
ii. Liabilities due to be settled within 12 months after the reporting period; and
- iii. Liabilities for which the settlement may not be unconditionally deferred for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
d. Foreign currencies
In preparing the financial statements of the Company, transactions in currencies other than the Company's functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing on that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period, except for the changes in the fair value are recognized in other comprehensive income/(loss), in which cases, the exchange differences arising thereof are also recognized in other comprehensive income/(loss).
Non-monetary items measured at historical costs that are denominated in foreign currencies are translated using the exchange rate on the date of the transaction without re-translation.
In preparing the financial statements, assets and liabilities of overseas operating institutions (including subsidiaries in other countries that have or use currencies that are different from that of the Company) are translated into the New Taiwan dollar at exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. The resulting translation differences are recognized in other comprehensive income/(loss).
e. Inventory
Inventories consist of raw materials, supplies, finished goods, and work in progress. Inventories are measured at the lower of costs or net realizable value. Apart from inventories under the same category, an item-by-item basis is adopted in comparing costs and net realizable value. The net realizable value is the estimated selling price of inventories less estimated costs to be invested until the completion and the estimated costs required for the completion of the sale under general circumstances. The weighted-average method is adopted for the calculation of inventory costs.
f. Investments in subsidiaries
The Company adopts the equity method for the accounting of investments in subsidiaries. Subsidiaries are entities controlled by the Company.
Under the equity method, the investment is initially recognized at cost. The carrying amount
is adjusted after the acquisition date in accordance with the profit or loss, the share of other comprehensive income/(loss), and profit distribution from subsidiaries entitled to the Company. In addition, changes in subsidiaries' other equity entitled to the Company are recognized in proportion to its shareholding percentage.
Upon impairment assessment, the Company gives overall consideration to the cashgenerating unit based on the financial statements and compares its recoverable amount with the carrying amount. Subsequently, if the recoverable amount of an asset increases, the reversal of impairment losses shall be recognized as gains, provided that the carrying amount of the asset after the reversal of impairment losses shall not exceed the carrying amount of the asset to be amortized if the impairment loss is not recognized.
The unrealized profit or loss in downstream transactions between the Company and its subsidiary shall be eliminated in the financial statements. The profit or loss arising from the countercurrent and side current transactions between the Company and its subsidiaries shall be recognized in the financial statements only to the extent when they are not related to the Company's equity in the subsidiaries.
g. Property, plant and equipment
Property, plant and equipment are recognized at cost, and are subsequently measured at costs less accumulated depreciation.
Property, plant and equipment under construction are recognized at costs less accumulated impairment losses. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are classified into the appropriate categories of property, plant and equipment and depreciated when they are completed and ready for their intended use.
Property, plant and equipment are recognized using the straight-line method during its useful life. Each significant part is depreciated separately. The Company reviews estimated useful lives, residual values, and depreciation methods at the end of each year, with the effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the net consideration from the disposal and the carrying amount of the asset is recognized in profit or loss.
h. Impairment of property, plant and equipment, and right-of-use assets
At the end of each reporting period, the Company determines whether there is any indication that property, plant and equipment, and right-of-use assets have suffered any impairment loss. If any impairment indication exists, the Company estimates the recoverable amount of the asset. When it is impossible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less selling costs and value in use. If the recoverable amount of an asset or cash-generating unit is less than its carrying amount, the carrying amount of the asset or cash-generating unit shall be reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the asset or cashgenerating unit shall be increased to the revised recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
i. Financial instruments
Financial assets and financial liabilities are recognized in the balance sheets when the Company becomes a party to the contractual provisions of the instruments.
Upon initial recognition, apart from financial assets and financial liabilities measured at fair value through profit or loss, financial assets and financial liabilities are measured at fair value, plus transaction costs that are directly attributable to the acquisition or issuance of financial assets or financial liabilities. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately as profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
a) Measurement categories
Financial assets held by the Company are classified into financial assets at amortized cost and investments in equity instruments measured at fair value through other comprehensive income.
i. Financial assets at amortized cost
When the Company's investments in financial assets fulfill the following conditions at the same time, the investment shall be categorized as financial assets at amortized cost:
- i) Held under a certain business model, and the purpose of the model is holding such financial assets to collect the contractual cash flows; and
- ii) The contractual terms give rise to cash flows on specified dates that are solely used for payments of principal and interest on the principal amount outstanding. After initial recognition, financial assets at amortized cost (including cash, receivables at amortized cost, other receivables, and refundable deposits (stated as other non-current assets)) are measured at the gross carrying amount determined through the effective interest method less amortized costs of any impairment losses. Any exchange gain or loss of foreign currencies is recognized in profit or loss. Except for the following circumstances, interest income is calculated by multiplying
- i) In the case of purchased or originated credit-impaired financial assets, interest income is recognized by applying the credit-adjusted effective interest rate to the amortized cost.
the effective interest rate by the gross carrying amount of the financial assets:
ii) In the case of a financial asset that is not a purchased or originated creditimpaired financial asset but subsequently has become credit-impaired, interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset.
Credit-impaired financial assets are those where the issuer or debtor has experienced major financial difficulties or defaults, and the debtor is likely to claim bankruptcy or other financial restructurings, or disappearance of an active market for the financial asset due to financial difficulties.
ii. Investments in equity instruments measured at fair value through other comprehensive income
Upon initial recognition, the Company may make an irrevocable election to designate the investments in equity instruments that are neither held for trading nor contingent consideration recognized a business acquisition to be measured at fair value through other comprehensive income.
Investments in equity instruments measured at fair value through other comprehensive income are measured at fair value, and any subsequent changes in the fair value are recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss upon their disposal; instead, they will be directly transferred to retained earnings.
Dividends of investments in equity instruments measured at fair value through other comprehensive income are recognized in profit or loss when the Company's right to receive payment is established, unless such dividends clearly represent the recovery of a part of the investment cost.
b) Impairment of financial assets
At the end of each reporting period, the Company evaluates the impairment loss of financial assets at amortized cost (including trade receivables) based on the expected credit loss.
Loss allowances are recognized against trade receivable based on the lifetime expected credit loss. For other financial instruments, the Company recognizes their loss allowance at an amount equal to 12-month expected credit losses if their credit risk has not increased significantly since initial recognition, or otherwise, their lifetime expected credit losses.
An expected credit loss is a weighted-average credit loss with the risks of default as weights. The 12-month expected credit loss on a financial instrument represents the portion of its lifetime expected credit loss that is expected to result from possible default events within 12 months after the end of the reporting period, whereas the lifetime expected credit loss represents the expected credit loss that will result from all possible default events over the expected life of a financial instrument.
For the purpose of internal credit risk management, the Company deems the occurrence of the following conditions as a default on financial assets, without considering the collateral held:
- i. There is any internal or external information indicating that it is impossible for the debtor to settle the debt.
- ii. Where the account ages more than 366 days, unless there is any reasonable and authenticated information indicating that the deferred default basis is more appropriate.
The impairment loss of all financial assets is reduced based on the allowance account.
c) Derecognition of financial assets
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when the financial asset is transferred, and nearly all the risks and rewards of ownership of the asset are transferred to other entities.
On derecognition of financial assets at amortized cost in its entirety, the difference between its carrying amount and the consideration received is recognized in profit or loss. On derecognition of equity instruments at fair value through other comprehensive income its entirety, the cumulative gain or loss is directly transferred to retained earnings, instead of reclassifying as profit or loss.
2) Financial liabilities
a) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
b) Derecognition of financial liabilities
On derecognition of financial liabilities, the differences between its carrying amount and the consideration paid, including any non-cash assets transferred or liabilities assumed, are recognized as profit or loss.
j. Treasury shares
The Company's shares held by subsidiaries are stated at cost and shown as a deduction in equity attributable to owners of the Company.
k. Income recognition
The Company allocates the transaction price to each performance obligation after the customer had identified the performance obligations and recognizes its income upon the fulfillment of each performance obligation.
Sales of goods are generated from the sales of textiles, raw materials for yards, and garments. Upon the fulfillment of trading conditions for textiles, raw materials for yards, and garments, the customer has the right to the pricing and use of the commodities, assumes the primary responsibility of re-sale, and bears the risk of obsolescence; the Company recognizes its income and trade receivables at such time.
For processing subcontract, the control over the ownership of the processing products is not transferred; therefore, the Company does not recognize the income thereof.
l. Lease
The Company evaluates whether a contract is (or includes) a lease on the contract establishment date.
Except for lease payment of low-value assets lease and short-term leases to which exemption is applicable are recognized as expenses on a straight-line basis over the lease term, other leases are recognized as right-of-use assets and lease liabilities on the lease's starting date.
Right-of-use assets are initially measured at cost, and subsequently measured at cost less accumulated depreciation, and adjusted for any remeasurements of the lease liability. Rightof-use assets are separately presented in the balance sheets.
Right-of-use assets are depreciated on a straight-line basis over the period from the lease commencement date to the end of its useful lives, or to the end of the lease term, whichever is earlier.
Lease liabilities are initially measured at the present value of lease payments. When the interest rate implicit in a lease can be easily determined, lease payments are discounted using the interest rate. If the interest rate cannot be easily determined, lease payments are discounted using the lessee's incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, and interest expenses are amortized over the lease term.
m. Borrowing costs
Borrowing costs directly attributable to an acquisition, construction, or production of qualifying assets are added to the cost of such assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their capital expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than those stated above, all other borrowing costs are recognized as profit or loss in the period in which they are incurred.
n. Government grants
Government grants are only recognized when they can be reasonably assured that the Company would comply with the conditions imposed for the government grants and that such grants can be received.
Government grants related to revenue are recognized in other income on a systematic basis during the period when the Company recognizes the relevant costs that such grants are intended to compensate as expenses.
If the government grants are used to compensate fees or losses that had occurred, or are given to the Company for the purpose of immediate financial support without related future costs, such grants may be recognized in profit or loss within the collectible period.
- o. Employee benefits
- 1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the nondiscounted amount of the benefits expected to be paid in exchange for the employees' services.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest, and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities are recognized as employee benefits expenses upon occurrence. Remeasurement, comprising actuarial gains or losses and the return on plan assets (net of interest), is recognized in other comprehensive income/(loss) upon occurrence, and will not be reclassified to profit or loss.
Net defined benefit liabilities represent the appropriation deficit in the defined benefit plans.
p. Income tax
The income tax expense represents the sum of the current income tax and deferred tax.
1) Current income tax
The Company determines its current income (losses) according to the regulations established by the governing authority of each income tax reporting region and calculates the income tax payable (recoverable) accordingly.
According to the Income Tax Law of the ROC, an additional tax at 10% of unappropriated earnings is recognized in the year the shareholders approve to retain earnings.
Adjustments to the income tax payables in prior years are accounted for as the current income tax.
2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all temporary taxable differences. Deferred tax assets are recognized for all temporary deductible differences and unused loss carryforwards to the extent that it is probable that taxable profits will be available against which those temporary deductible differences can be utilized.
Deferred tax liabilities are recognized for temporary taxable differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from temporary deductible differences associated with such investments are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences, and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and increased to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liabilities are settled, or the assets are realized. Such tax rate is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences arising from the manner in which the Company expects to recover or settle the carrying amount of its assets and liabilities at the end of the reporting period.
3) Current and deferred income taxes
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income/(loss) or directly in equity, in which case, the current and deferred income taxes are recognized in other comprehensive income/(loss) or directly in equity, respectively.
5. Critical Accounting Judgments and Key Sources of Estimation Uncertainty
When adopting the Company's accounting policies, the management is required to make judgments, estimates, and assumptions for relevant information that are not readily apparent from other sources based on historical experiences and other related factors. Actual results may differ from these estimates.
The Company has included the economic impacts caused by COVID-19 into the considerations for significant accounting estimates. The management will review the estimates and basic assumptions on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
Key sources of estimation uncertainty - inventory obsolescence losses
The obsolescence status of inventories is evaluated according to their aging status, and the ratio for providing the impairment amount is estimated based on historical experiences, to serve as the basis for evaluating inventory obsolescence losses. Significant losses may occur when the actual inventory impairment in the future is higher than expected.
6. Cash
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Cash on hand and working capital | \$ 2,397 |
\$ 3,814 |
| Checks and demand deposits with banks | 301,051 | 48,003 |
| \$ 303,448 |
\$ 51,817 |
7. Financial Assets at Fair Value through Other Comprehensive Income
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Current | ||
| Domestic investments | ||
| Shares of listed companies | ||
| Far Eastern International Bank Co., Ltd. - | ||
| ordinary shares | \$ 80,742 |
\$ 86,548 |
| Non-current | ||
| Domestic investments | ||
| Unlisted shares | ||
| Jin Lead Industrial Co., Ltd. - ordinary |
||
| shares | \$ 3,433 |
\$ 6,945 |
| Dah Chung Bills Finance Corp. - ordinary |
||
| shares | 15 | 15 |
| \$ 3,448 |
\$ 6,960 |
The Company invests in ordinary shares of Far Eastern International Bank Co., Ltd., Jin Lead Industrial Co., Ltd., and Dah Chung Bills Finance Corp. according to its strategic objectives and expects to earn profits from the strategic investments. The management of the Company elected to designate these investments to be measured at fair value through other comprehensive income as they believed that recognizing short-term fluctuations in these investments' fair value in profit or loss would not be consistent with the aforementioned strategic investment plan.
8. Notes Receivable and Trade Receivables (including those from Related Parties)
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Notes receivable Measured at amortized costs Gross carrying amount - occurred due to operations |
\$ 3,213 |
\$ 5,547 |
| Trade receivables (including those from related parties) |
||
| Measured at amortized costs Gross carrying amount Less: Allowance for losses |
\$ 1,001,887 5,956 \$ 995,931 |
\$ 684,368 5,956 \$ 678,412 |
The Company's average credit period for sales of goods is 30 to 180 days. Interest does not accrue for trade receivables. To mitigate credit risks, the management of the Company has assigned a delegated team to be responsible for the determination of credit facilities, loan approval, and other
monitoring procedures to ensure that appropriate actions are adopted for the recovery of overdue trade receivables. In addition, the Company reviews the recoverable amount of trade receivable on a case-by-case basis at the end of the reporting period to ensure that adequate allowance for impairment losses are made for the irrecoverable trade receivables. In this regard, the management of the Company believes that the Company's credit risk has been significantly reduced.
The Company recognizes the allowance for losses of trade receivables based on the lifetime expected credit loss. Lifetime expected credit loss is calculated based on a provision matrix, taking into account the customer's past default records and its current financial conditions. As the Company's historical credit loss experience does not show significantly different loss patterns for different customer bases, customer bases are not further distinguished for the provision matrix, and the Company stipulates the rate of expected credit loss merely based on the number of days past due regarding the trade receivables.
The Company writes-off trade receivables when there is evidence indicating that the counterparty is experiencing severe financial difficulty and the Company has no recoverable amount that is reasonably expected, such as liquidation undergoing by the counterparty. However, the Company will continue to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, they are recognized in profit or loss.
As of December 31, 2020 and 2019, according to the analysis based on the number of days past due conducted by the Company, notes receivables are not overdue; therefore, no expected credit loss is provided for note receivables.
The Company's allowances for loss of trade receivables (including those from related parties) measured based on the provisional matrix are as follows:
December 31, 2020
| 90 days and below |
91 - 180 days | 181 - 365 days | 366 days and above |
Total | |
|---|---|---|---|---|---|
| Rate of expected credit loss | 0%~1.32% | 0%~1.34% | 0%~22.49% | 0%~100% | |
| Gross carrying amount | \$ 580,191 |
\$ 347,798 |
\$ 71,421 |
\$ 2,477 |
\$1,001,887 |
| Allowance for loss (lifetime expected | ( | ( | ( | ( | ( |
| credit loss) | 1,146 ) | 522 ) | 1,941 ) | 2,347 ) | 5,956 ) |
| Amortized costs | \$ | \$ | \$ | \$ | \$ |
| 579,045 | 347,276 | 69,480 | 130 | 995,931 | |
| December 31, 2019 | 90 days and below |
91 - 180 days | 181 - 365 days | 366 days and above |
Total |
| Rate of expected credit loss | 0%~1.28% | 0%~1.28% | 0%~9.17% | 0%~100% | |
| Gross carrying amount | \$ | \$ | \$ | \$ | \$ |
| 513,830 | 72,050 | 74,679 | 23,809 | 684,368 | |
| Allowance for loss (lifetime expected | ( | ( | ( | ( | ( |
| credit loss) | 2,381 ) | 956 ) | 876 ) | 1,743 ) | 5,956 ) |
| Amortized costs | \$ | \$ | \$ | \$ | \$ |
| 511,449 | 71,094 | 73,803 | 22,066 | 678,412 |
The allowance for loss of trade receivables remained unchanged for the years ended December 31, 2020 and 2019.
9. Inventories
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Finished goods | \$ 1,937,906 |
\$ 1,892,284 |
| Work in progress | 686,472 | 962,719 |
| Raw materials | 67,867 | 58,654 |
| Supplies | 103,199 | 62,397 |
| \$ 2,795,444 |
\$ 2,976,054 |
The cost of sales related to inventories for the years ended December 31, 2020 and 2019 was NT\$5,054,476 thousand and NT\$5,163,877 thousand, respectively. The cost of sales, including inventory valuation and obsolescence losses, for the years ended December 31, 2020 and 2019 was NT\$471,818 thousand and NT\$10,000 thousand, respectively.
10. Investments Accounted for Using the Equity Method - Investments in Subsidiaries
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Everest Investment (Holding) Ltd. | \$ 2,493,422 |
\$ 2,555,494 |
| Everest International Develop Investment Co., | ||
| Ltd. | 998,921 | 727,938 |
| Everest Textile (HK) Co., Ltd. | 1,313 | 1,588 |
| 3,493,656 | 3,285,020 | |
| Less: the Company's shares held by subsidiaries | ||
| that are deemed as treasury shares | 332,836 | 332,836 |
| \$ 3,160,820 |
\$ 2,952,184 |
The ratios of all ownership and voting rights of the Company in subsidiaries at the end of the reporting period are as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Everest Investment (Holding) Ltd. | 100% | 100% |
| Everest International Develop Investment Co., Ltd. | 100% | 100% |
| Everest Textile (HK) Co., Ltd. | 99.3% | 99.3% |
Please refer to Note 31 for details on investments in subsidiaries indirectly held by the Company. The shares of gain or loss and other comprehensive income/(loss) from the investment in subsidiaries accounted for using the equity method are recognized according to the audited financial statements from the auditors of each subsidiary during the same period for the years ended December 31, 2020 and 2019, except for Everest Textile (HK) Co., Ltd., which was calculated based on unaudited financial statements.
11. Property, Plant and Equipment
| Land | Buildings | Machinery and equipment |
Transportation equipment |
Furniture and fixtures |
Miscellaneous equipment |
Construction in progress |
Total | |
|---|---|---|---|---|---|---|---|---|
| Cost Balance on January 1, 2019 Additions Disposals Reclassifications Balance on December 31, |
\$ 620,200 1,808 - - |
\$ 1,427,067 11,934 ( 22,011 ) - |
\$ 1,937,319 66,157 ( 266,905 ) 13,456 |
\$ 27,966 1,036 ( 4,607 ) - |
\$ 199,408 21,660 ( 6,463 ) - |
\$ 48,040 41,359 ( 21,246 ) - |
\$ 20,838 - - ( 13,456 ) |
\$ 4,280,838 143,954 ( 321,232 ) - |
| 2019 | \$ 622,008 |
\$ 1,416,990 | \$ 1,750,027 | \$ 24,395 |
\$ 214,605 |
\$ 68,153 |
\$ 7,382 |
\$ 4,103,560 |
| Accumulated depreciation Balance on January 1, 2019 Depreciation expenses Disposals Balance on December 31, 2019 |
\$ - - - \$ - |
\$ 648,544 47,139 ( 22,011 ) \$ 673,672 |
\$ 680,214 194,432 ( 266,425 ) \$ 608,221 |
\$ 13,614 3,749 ( 4,607 ) \$ 12,756 |
\$ 57,143 25,529 ( 6,299 ) \$ 76,373 |
\$ 30,054 16,769 ( 21,246 ) \$ 25,577 |
\$ - - - \$ - |
\$ 1,429,569 287,618 ( 320,588 ) \$ 1,396,599 |
| Balance on December 31, 2019 |
\$ 622,008 |
\$ 743,318 |
\$ 1,141,806 | \$ 11,639 |
\$ 138,232 |
\$ 42,576 |
\$ 7,382 |
\$ 2,706,961 |
| Cost Balance on January 1, 2020 Additions Disposals Reclassifications Balance on December 31, 2020 |
\$ 622,008 - - - \$ 622,008 |
\$ 1,416,990 4,003 ( 9,935 ) - \$ 1,411,058 |
\$ 1,750,027 50,512 ( 130,224 ) 108 \$ 1,670,423 |
\$ 24,395 1,273 ( 4,031 ) - \$ 21,637 |
\$ 214,605 36,137 ( 17,232 ) - \$ 233,510 |
\$ 68,153 23,581 ( 20,149 ) - \$ 71,585 |
\$ 7,382 - - ( 108 ) \$ 7,274 |
\$ 4,103,560 115,506 ( 181,571 ) - \$ 4,037,495 |
| Accumulated depreciation Balance on January 1, 2020 Depreciation expenses Disposals Balance on December 31, 2020 |
\$ - - - \$ - |
\$ 673,672 45,563 ( 9,935 ) \$ 709,300 |
\$ 608,221 169,923 ( 104,974 ) \$ 673,170 |
\$ 12,756 3,101 ( 4,017 ) \$ 11,840 |
\$ 76,373 27,137 ( 17,232 ) \$ 86,278 |
\$ 25,577 23,366 ( 20,108 ) \$ 28,835 |
\$ - - - \$ - |
\$ 1,396,599 269,090 ( 156,266 ) \$ 1,509,423 |
| Net balance on December 31, 2020 |
\$ 622,008 |
\$ 701,758 |
\$ 997,253 |
\$ 9,797 |
\$ 147,232 |
\$ 42,750 |
\$ 7,274 |
\$ 2,528,072 |
No impairment assessment was performed for the year ended December 31, 2019 as there was no indication of impairment.
The Company assessed the impairment of property, plant and equipment for the year ended December 31, 2020 and used the value in use as the basis for calculating the recoverable amount. The value-in-use calculation is based on the estimated cash flows of the Company's future financial projections and is calculated by the rate of 7.44% as of December 31, 2020 to reflect the specific risks of the related cash-generating units. After the assessment, no impairment loss on property, plant and equipment has been recognized in 2020.
The depreciated expenses are provided for on a straight-line basis over the following estimated useful lives:
| Buildings | |
|---|---|
| Main buildings | 5-56 years |
| Engineering systems | 5-51 years |
| Machinery and equipment | 2-30 years |
| Transportation equipment | 3-16 years |
| Furniture and fixtures | 2-15 years |
| Miscellaneous equipment | 2-10 years |
Please refer to Note 27 for the amount of property, plant and equipment pledged as collateral for borrowings.
Part of the Company's land is agricultural land, and the ownership is temporarily registered in the name of others. Furthermore, it has been mortgaged to the Company.
12. Lease Agreements
a. Right-of-use assets
| Buildings | Transportation equipment |
Total | |
|---|---|---|---|
| Cost | |||
| Balance on January 1, 2019 | \$ 109,752 |
\$ 889 |
\$ 110,641 |
| Additions | 9,205 | 2,775 | 11,980 |
| Reductions | ( 1,433 ) |
- | ( 1,433 ) |
| Balance on December 31, 2019 | \$ 117,524 |
\$ 3,664 |
\$ 121,188 |
| Accumulated depreciation | |||
| Balance on January 1, 2019 | \$ - |
\$ - |
\$ - |
| Depreciation expenses | 35,109 | 1,016 | 36,125 |
| Reductions | ( 313 ) |
- | ( 313 ) |
| Balance on December 31, 2019 | \$ 34,796 |
\$ 1,016 |
\$ 35,812 |
| Net balance on December 31, 2019 | \$ 82,728 |
\$ 2,648 |
\$ 85,376 |
| Cost | |||
| Balance on January 1, 2020 | \$ 117,524 |
\$ 3,664 |
\$ 121,188 |
| Additions | 16,587 | 1,679 | 18,266 |
| Reductions | ( 5,016 ) |
- | ( 5,016 ) |
| Balance on December 31, 2020 | \$ 129,095 |
\$ 5,343 |
\$ 134,438 |
| Accumulated depreciation | |||
| Balance on January 1, 2020 | \$ 34,796 |
\$ 1,016 |
\$ 35,812 |
| Depreciation expenses | 36,452 | 1,632 | 38,084 |
| Balance on December 31, 2020 | \$ 71,248 |
\$ 2,648 |
\$ 73,896 |
| Net balance on December 31, 2020 | \$ 57,847 |
\$ 2,695 |
\$ 60,542 |
| b. Lease liabilities |
|||
| December 31, 2020 | December 31, 2019 | ||
| Carrying amount of lease liabilities | |||
| Current | \$ | 28,594 \$ |
35,503 |
| Non-current | \$ | 31,645 \$ |
50,032 |
The discount rate ranges for lease liabilities are as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Buildings | 1.06%~1.16% | 1.12%~1.13% |
| Transportation equipment | 1.10%~1.16% | 1.11%~1.14% |
c. Major lease activities and terms
The Company leases certain transportation equipment for operational use, and the lease period is 3 years.
The Company also leases certain buildings to use as plants, office, and retail outlets, and the lease period is 2-5 years. At the end of the lease period, the Company has no right of first refusal for the leased building.
d. Other lease information
| 2020 | 2019 | |
|---|---|---|
| Short-term lease expenses | \$ 6,530 |
\$ 2,831 |
| Total cash outflows on lease | \$ 45,802 |
\$ 39,848 |
The Company elects to apply the recognition exemptions to buildings and transportation equipment that qualify as short-term leases, and the Company does not recognize the related right-of-use assets and lease liabilities.
13. Other Assets
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Current | ||||
| Prepaid expenses | \$ | 11,495 | \$ | 13,184 |
| Prepayments for goods | 11,803 | 3,598 | ||
| Temporary payments - import expenses |
10,532 | 1,727 | ||
| Temporary payments - others |
1,554 | 2,364 | ||
| Others | 251 | 224 | ||
| \$ | 35,635 | \$ | 21,097 | |
| Non-current | ||||
| Prepayments for equipment | \$ | 41,580 | \$ | 57,414 |
| Refundable deposits | 9,585 | 9,452 | ||
| \$ | 51,165 | \$ | 66,866 |
14. Borrowings
a. Short-term borrowings
| December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|
| Secured borrowings (Note 27) | |||
| Bank borrowings | \$ 144,391 |
\$ | - |
| Unsecured borrowings | |||
| Credit facility borrowings | 1,031,336 | 1,247,748 | |
| \$ 1,175,727 |
\$ | 1,247,748 | |
| Interest rate per annum | 0.83%~1.10994% | 0.97%~2.7167% |
b. Short-term bills payable
December 31, 2020
| Nominal | Discount | Carrying | Interest rate range | Name of the | |
|---|---|---|---|---|---|
| Promissory institution | amount | amount | amount | (%) | collateral |
| Commercial paper payable | |||||
| Mega bills | \$ 300,000 |
\$ 142 |
\$ 299,858 |
1.058 | N/A |
| Ta Ching bills | 150,000 | 34 | 149,966 | 1.07 | N/A |
| Ta Ching bills | 100,000 | 68 | 99,932 | 1.01 | N/A |
| Ta Ching bills | 200,000 | 58 | 199,942 | 0.55 | N/A |
| China bills | 300,000 | 196 | 299,804 | 1.05 | N/A |
| Grand bills | 300,000 | 86 | 299,914 | 1.06 | N/A |
| Taiwan Cooperative bills | 100,000 | 138 | 99,862 | 1.05 | N/A |
| International bills | 150,000 | 160 | 149,840 | 1.045 | N/A |
| \$1,600,000 | \$ 882 |
\$ 1,599,118 |
December 31, 2019
| Nominal | Discount | Carrying | Interest rate range | Name of the | ||
|---|---|---|---|---|---|---|
| Promissory institution | amount | amount | amount | (%) | collateral | |
| Commercial paper payable | ||||||
| Mega bills | \$ | 150,000 | \$ 106 |
\$ 149,894 |
0.78 | N/A |
| Ta Ching bills | 150,000 | 108 | 149,892 | 0.77 | N/A | |
| China bills | 100,000 | 51 | 99,949 | 0.56 | N/A | |
| Grand bills | 200,000 | 153 | 199,847 | 0.80 | N/A | |
| Taiwan Cooperative bills | 100,000 | 77 | 99,923 | 0.83 | N/A | |
| International bills | 100,000 | 127 | 99,873 | 0.62 | N/A | |
| \$ | 800,000 | \$ 622 |
\$ 799,378 |
c. Long-term borrowings
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Unsecured borrowings | ||||
| Bank credit borrowings | \$ | 2,538,333 | \$ | 2,495,833 |
| Secured borrowings (Note 27) | ||||
| Collateralized loan from bank | 557,500 | 16,667 | ||
| 3,095,833 | 2,512,500 | |||
| Less: Those mature within one year | 577,500 | 606,667 | ||
| \$ | 2,518,333 | \$ | 1,905,833 |
The abovementioned bank borrowings fall due one after another by September 2024. The interest rate per annum on December 31, 2020 and 2019 is 0.95%-1.47% and 1%-1.4%, respectively.
15. Notes Payable (including Those from Related Parties) and Trade Payables (including Those from Related Parties)
The Company's notes payable and trade payables occurred due to its operations.
The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
16. Other Liabilities
| December 31, 2020 | December 31, 2019 |
|||
|---|---|---|---|---|
| Current | ||||
| Other payables | ||||
| Payable for salaries or bonuses | \$ | 139,107 | \$ 136,310 |
|
| Payable for purchases of equipment | 26,935 | 27,944 | ||
| Payable for utilities | 22,862 | 22,931 | ||
| Payable for labor and health insurance | 21,197 | 19,648 | ||
| Payable for shipping expenses | 20,726 | 13,203 | ||
| Payable for annual leave | 14,945 | 16,399 | ||
| Payable for pension | 10,970 | 11,702 | ||
| Payable for processing expenses | 9,235 | 7,480 | ||
| Payable for remuneration of directors | 2,830 | 2,830 | ||
| Payable for employees' compensation | - | 5,665 | ||
| Others | 48,516 | 32,821 | ||
| \$ | 317,323 | \$ 296,933 |
||
| Other current liabilities | ||||
| Receipts under custody | \$ | 5,976 | \$ 8,101 |
|
| Contract liabilities (Note 20) | 1,928 | 1,014 | ||
| Others | 6,004 | - | ||
| \$ | 13,908 | \$ 9,115 |
17. Provisions - Current
Sales return and discounts
| 2020 | 2019 | |
|---|---|---|
| Opening and closing balances | \$ 7,154 |
\$ 7,154 |
18. Retirement Benefit Plans
a. Defined contribution plans
The Company adopted a pension plan under the "Labor Pension Act," which is a statemanaged defined contribution plan. Under the Labor Pension Act, the Company makes monthly contributions to employees' individual pension accounts at 6% of monthly salaries.
b. Defined benefit plans
The pension system adopted by the Company in accordance with the "Labor Standards Act" is a defined benefit plan operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries for the six months before retirement. The Company contributes amounts equal to 4% of total monthly salaries to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee's name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor, and the Company has no right to affect the investment management policy and strategy.
The amounts included in the balance sheets in respect of the defined benefit plans are set out as follows:
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Present value of defined benefit obligation | \$ | 397,945 | \$ | 402,576 |
| Fair value of plan assets | ( | 322,430 ) |
( | 342,528 ) |
| Net defined benefit liabilities | \$ | 75,515 | \$ | 60,048 |
Movements in net defined benefit liabilities are as follows:
| Present value of | Net defined | ||
|---|---|---|---|
| defined benefit | Fair value of | benefit | |
| obligation | plan assets | liabilities | |
| Balance on January 1, 2019 | \$ 403,893 |
( \$ 344,071 ) |
\$ 59,822 |
| Service cost | |||
| Current service cost | 11,178 | - | 11,178 |
| Interest expenses (income) | 4,544 | ( 4,286 ) |
258 |
| Recognized in profit or loss | 15,722 | ( 4,286 ) |
11,436 |
| Remeasurements | |||
| Return on planned assets (excluding | - | ( 12,528 ) |
( 12,528 ) |
| amounts included in net interest) | |||
| Actuarial losses - changes in |
1,624 | - | 1,624 |
| demographic assumptions | |||
| Actuarial losses - changes in |
8,118 | - | 8,118 |
| financial assumptions | |||
| Actuarial losses - experience |
34,857 | - | 34,857 |
| adjustments | |||
| Recognized in other comprehensive | 44,599 | ( 12,528 ) |
32,071 |
| income/(loss) | |||
| Contributions from the employer | - | ( 40,814 ) |
( 40,814 ) |
| Benefits paid | ( 61,638 ) |
59,171 | ( 2,467 ) |
| Balance on December 31, 2019 | 402,576 | ( 342,528 ) |
60,048 |
| Service cost | |||
| Current service cost | 40,959 | - | 40,959 |
| Interest expenses (income) | 3,221 | ( 2,920 ) |
301 |
| Recognized in profit or loss | 44,180 | ( 2,920 ) |
41,260 |
| Remeasurements | |||
| Return on planned assets (excluding | \$ - |
( \$ 11,313 ) |
( \$ 11,313 ) |
| amounts included in net interest) | |||
| Actuarial losses - changes in |
2,351 | - | 2,351 |
| demographic assumptions | |||
| Actuarial losses - changes in financial assumptions |
11,753 | - | 11,753 |
| Actuarial gains - experience |
( 3,183 ) |
- | ( 3,183 ) |
| adjustments | |||
| Recognized in other comprehensive | 10,921 | ( 11,313 ) |
( 392 ) |
| income/(loss) | |||
| Contributions from the employer | - | ( 23,508 ) |
( 23,508 ) |
| Benefits paid | ( 59,732 ) |
57,839 | ( 1,893 ) |
| Balance on December 31, 2020 | \$ 397,945 |
( \$ 322,430 ) |
\$ 75,515 |
The amounts recognized in profit or loss in respect of the defined benefit plans by functions are compiled as follows:
| 2020 | 2019 | ||
|---|---|---|---|
| Operating costs | \$ 26,505 |
\$ 8,955 |
|
| Selling and marketing expenses | 4,693 | 540 | |
| General and administrative expenses | 5,925 | 1,342 | |
| Research and development expenses | 4,137 | 599 | |
| \$ 41,260 |
\$ 11,436 |
The Company is exposed to the following risks due to the defined benefit plans under the "Labor Standards Law":
- 1) Investment risk: The labor pension funds are invested in domestic and foreign equity and debt securities, bank deposits, and other targets. The investment is conducted at the discretion of the Bureau of Labor Funds, Ministry of Labor, or through its designated agencies. However, the rate of return on plan assets of the Company shall not be less than the interest rate on a two-year time deposit published by the local banks.
- 2) Interest rate risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, the debt investment returns on the plan assets would also increase accordingly, and both items have the effect of offsetting the effects of net defined benefit liabilities.
- 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salaries of plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations for the present value of the Company's defined benefit obligation were carried out by qualified actuaries. The significant assumptions on the date of measurement are as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Discount rate | 0.35% | 0.80% |
| Expected growth rate of salary | 1.00% | 1.00% |
When possible reasonable changes in the significant actuarial assumptions occur, and all other assumptions remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Discount rate | ||
| Increase by 0.25% | ( \$ 6,676 ) |
( \$ 6,385 ) |
| Decrease by 0.25% | \$ 6,873 |
\$ 6,573 |
| Expected growth rate of salary | ||
| Increase by 0.25% | \$ 6,538 |
\$ 6,230 |
| Decrease by 0.25% | ( \$ 6,382 ) |
( \$ 6,080 ) |
The sensitivity analysis presented above may not be representative of the actual changes in the present value of the defined benefit obligation, as it is unlikely that changes in any of the assumptions would occur in isolation of one another for the reason that the assumptions may be correlated.
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Expected contributions to the plan within one | ||
| year | \$ 23,508 |
\$ 45,000 |
| Average duration of the defined benefit | ||
| obligation | 7 years | 7 years |
19. Equity
a. Ordinary shares
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Number of shares authorized (in thousands) | 560,000 | 560,000 |
| Share capital authorized | \$ 5,600,000 |
\$ 5,600,000 |
| Number of shares issued and paid-up (in | ||
| thousands) | 509,834 | 509,834 |
| Share capital issued | \$ 5,098,341 |
\$ 5,098,341 |
Issued ordinary shares with a par value of NT\$10 carry the right of one vote per share and a right to dividends.
In June 2019, the shareholders resolved in their meeting to issue new shares by utilizing the earnings for 2018 in capital increase; the par value of a new share is NT\$10, totaled NT\$99,967 thousand.
b. Capital surplus
| December 31, 2020 | December 31, 2019 |
|---|---|
| \$ 99,644 |
\$ 99,644 |
- Note: 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, but only at a certain percentage of the Company's capital surplus and once a year.
- c. Retained earnings and dividend policy
Under the dividend policy as set forth in the Company's Articles of Incorporation (the "Articles"), where the Company made profits 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 unappropriated earnings from the previous year shall be used as earnings available for appropriation. Such earnings shall be distributed as shareholders' dividends equally based on the number of all shares, provided that a portion of such earning may be retained in accordance with the business conditions. However, in case of capital increases, the incremental shares shall be appropriated in accordance with the respective resolution made in the shareholders' meetings. For the Company's policies on the distribution of employees' compensation and remuneration of directors, refer to Note 21(h) "Employees' compensation and remuneration of directors and supervisors."
The Company appropriates dividends according to a stable dividend distribution while taking into account the features of economic changes regarding its business, the effects of products or services, in terms of their lifecycle, and taxation on its future cash demands. Except for capital demands such as improving the financial structure and providing for the reinvestment, expansion of production capacity, or other significant capital expenditure, the distribution of dividends shall be no less than 50% of the balances equal to the net profit after income tax for the year less amounts offsetting deficits, legal reserve, and special reserve. The cash dividends shall be no less than10% of the current shareholders' bonuses for the year.
The legal reserve shall be appropriated until its balances reach the total paid-in capital of the Company. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company's total paid-in capital, the excess may be transferred to capital and distributed in cash.
The Company makes appropriation and reversal for special reserves according to requirements under Letter Jin-guan-zheng-fa-zi No. 1010012865 and Letter Jin-guan-zhengfa-zi No. 1010047490 issued by the FSC and the "Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs."
The Company's appropriations of earnings for 2019 and 2018 were approved at the shareholders' meetings in June 2020 and June 2019, respectively. The appropriations of earnings were as follows:
| Appropriations of | |
|---|---|
| earnings | |
| 2018 | |
| Legal reserve | \$ 15,737 |
| Special reserve | \$ 2,891 |
| Share dividends | \$ 99,967 |
| Dividends per share (NT\$) | \$ 0.2 |
The appropriation of earnings for 2020 is subject to resolution at the shareholders' meeting to be held in May 2021.
d. Treasury shares
At the end of the reporting period, the Company's shares held by its subsidiary Everest International Develop Investment Co., Ltd. for the purpose of investment and wealth management were accounted for as treasury shares. The information related to the Company's shares held by its subsidiaries is disclosed as follows (number of shares in thousands):
| At the end of the year | ||||||
|---|---|---|---|---|---|---|
| Purpose of buy-back | Number of shares at the beginning of the year |
Increase during the year |
Decrease during the year |
Number of shares |
Carrying amount |
Market price |
| For the year ended December 31, 2020 Shares of the Company held by subsidiaries as a deduction to equity |
26,067 | - | - | 26,067 | \$332,836 | \$256,761 |
| For the year ended December 31, 2019 Shares of the Company held by subsidiaries as a deduction to equity |
25,556 | 511 | - | 26,067 | \$332,836 | \$238,253 |
Except for the exclusion from the Company's capital increase and having no voting right, the Company's shares held by subsidiaries are accounted for as treasury shares, and shall be entitled to the same rights as general shareholders.
20. Revenue
| 2020 | 2019 | |
|---|---|---|
| Revenue from the sales of goods | \$ 5,173,963 |
\$ 5,992,578 |
| Service revenue | 54 | 425 |
| \$ 5,174,017 |
\$ 5,993,003 |
a. Explanation of the customer contract
1) Income from the sales of goods
Textiles, raw materials for yarn, and garments are sold to manufacturers or wholesalers. The goods are sold at an agreed price stated in the contract.
2) Service revenue
Regarding the dyeing and finishing manufacturing process and processing for the Textile Department, the transaction price shall be agreed and determined under the contract with reference to prior contracts with similar conditions.
b. Contract balance
| December 31, | December 31, | January 1, | |
|---|---|---|---|
| 2020 | 2019 | 2019 | |
| Notes receivable | \$ | \$ | \$ |
| 3,213 | 5,547 | 19,506 | |
| Trade receivables | \$ | \$ | \$ |
| 995,931 | 678,412 | 758,983 | |
| Contract liabilities - current (accounted for as other current liabilities) (Note 16) |
|||
| Sales of goods | \$ | \$ | \$ |
| 1,928 | 1,014 | 2,751 |
The changes in contract liabilities are mainly arising from the difference between the time of fulfilling the performance obligation and the time of customer payment.
The amounts of revenue recognized during the year generated from contract liabilities at the beginning of the year and the performance obligations fulfilled in previous periods are set out as follows:
| 2020 | 2019 | ||
|---|---|---|---|
| Contract liabilities at the beginning of the year Sales of goods |
\$ 1,014 |
\$ 2,751 |
|
21. Profit before income tax
a. Other income
| 2020 | 2019 | ||||
|---|---|---|---|---|---|
| Gain on disposal of property, plant and equipment |
\$ | 2,747 | \$ | 2,873 | |
| b. | Interest income | ||||
| 2020 | 2019 | ||||
| Bank deposits | \$ | 181 | \$ | 394 | |
| Loans | 5,927 | 2,358 | |||
| Imputed interest on deposits | 45 | 46 | |||
| \$ | 6,153 | \$ | 2,798 | ||
| c. | Other income | ||||
| 2020 | 2019 | ||||
| Dividend income | \$ | 3,917 | \$ | 4,054 | |
| Grants | 75,341 | 1,124 | |||
| Insurance compensation Others |
100 30,930 |
12,732 39,065 |
|||
| \$ | 110,288 | \$ | 56,975 | ||
| d. | Other gains and losses | 2020 | 2019 | ||
| Net foreign currency exchange losses | ( \$ |
75,838 ) |
( \$ |
24,363 ) |
|
| Others | 889 | 23,714 | |||
| ( \$ |
74,949 ) |
( \$ |
649 ) |
||
| Gains or losses on foreign currency exchange include: |
|||||
| Total gains on foreign currency exchange | \$ | 55,303 | \$ | 41,963 | |
| Total losses on foreign currency exchange | ( | 131,141 ) |
( | 66,326 ) |
|
| ( \$ |
75,838 ) |
( \$ |
24,363 ) |
||
| e. | Interest expenses | ||||
| 2020 | 2019 | ||||
| Interests on borrowings | \$ | 54,127 | \$ | 47,392 | |
| Interest on lease liabilities | 755 | 1,051 | |||
| Less: Amounts included in the cost of required | |||||
| assets | \$ | 554 54,328 |
\$ | 501 47,942 |
| 2020 | 2019 | |||
|---|---|---|---|---|
| Amount of interest capitalization | \$ | 554 | \$ | 501 |
| Interest rate on interest capitalization | 1.08%~1.27% | 1.14%~1.19% |
| 2020 | 2019 | |
|---|---|---|
| An analysis of depreciation by function Operating costs |
\$ 244,218 |
\$ 263,145 |
| Operating expenses | 62,956 | 60,598 |
| \$ 307,174 |
\$ 323,743 |
|
| g. Employee benefits expenses |
||
| 2020 | 2019 | |
| Short-term employee benefits | ||
| Salaries | \$ 898,705 |
\$ 971,412 |
| Labor and health insurance | 101,598 | 109,095 |
| Others | 36,472 | 39,965 |
| 1,036,775 | 1,120,472 | |
| Retirement benefits | ||
| Defined contribution plans | 35,283 | 37,967 |
| Defined benefit plans (Note 18) | 41,260 | 11,436 |
| 76,543 | 49,403 | |
| \$ 1,113,318 |
\$ 1,169,875 |
|
| By function | ||
| Operating costs | \$ 739,980 |
\$ 806,195 |
| Operating expenses | 373,338 | 363,680 |
| \$ 1,113,318 |
\$ 1,169,875 |
f. Depreciation expenses
h. Employees' compensation and remuneration of directors and supervisors
The Company appropriates employees' compensation and remuneration of directors at the rates of 2% to 3.5% and no higher than 2.5%, respectively, of net profit before income tax, employees' compensation, and remuneration of directors and supervisors for the year according to its Articles. The Company recorded a net loss before income tax; therefore, no employees' compensation or remuneration of directors is appropriated.
If there is a change in the proposed amounts after the annual financial statements are authorized for issue, the differences are recorded as a change in the accounting estimates, which shall be adjusted and accounted for in the following year.
There was no difference between the actual amounts of employees' compensation and remuneration of directors distributed for the year ended December 31, 2018 and the amounts recognized in the financial statements for the year ended December 31, 2018.
Information on the employees' compensation and remuneration of directors resolved by the Company's Board is available at the "Market Observation Post System" website of the Taiwan Stock Exchange.
22. Income Taxes
a. Major components of tax expense recognized in profit or loss
| 2020 | 2019 | |||
|---|---|---|---|---|
| Current income tax | ||||
| Incurred during the year | \$ | 3,780 | \$ | - |
| Adjustments to prior years | 7,929 | 5,486 | ||
| Deferred income tax | ||||
| Incurred during the year | ( | 8,876 ) |
2,965 | |
| \$ | 2,833 | \$ | 8,451 |
A reconciliation of accounting income and income tax expense was as follows:
| 2020 | 2019 | ||||
|---|---|---|---|---|---|
| Net loss before income tax | ( \$ |
934,154 ) |
( \$ |
263,508 ) |
|
| Income tax gains calculated based on the net | |||||
| loss before income tax at the statutory rate | ( \$ |
186,831 ) |
( \$ |
52,702 ) |
|
| Unrecognized loss carryforwards | 64,127 | 11,653 | |||
| Unrecognized temporary differences | 94,364 | 2,138 | |||
| Loss on investments accounted for using | |||||
| equity method | 32,721 | 42,639 | |||
| Non-deductible expenses in determining | |||||
| taxable income | 920 | 48 | |||
| Grants | ( | 13,393 ) |
- | ||
| Tax-exempt income | ( | 783 ) |
( | 811 ) |
|
| Withholding tax incurred for overseas income | 3,779 | - | |||
| Adjustments to current income tax expenses | |||||
| for previous years during the year | 7,929 | 5,486 | |||
| \$ | 2,833 | \$ | 8,451 | ||
| b. | Income tax recognized in other comprehensive income/(loss) | ||||
| 2020 | 2019 | ||||
| Deferred income tax | |||||
| Incurred during the year | |||||
| Remeasurement on defined benefit plans | ( \$ |
79 ) |
\$ | 6,414 |
c. Current tax assets and liabilities
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Current tax assets Tax refund receivable |
\$ 1,868 |
\$ | 1,248 | |
| Current tax liabilities Income tax payable |
\$ 7,929 |
\$ | - |
d. Deferred tax assets and liabilities
The movements of deferred tax assets and liabilities were as follows:
2020
| Deferred tax assets | Opening balance | Recognized in profit or loss |
Recognized in other comprehensive income/(loss) |
Closing balance |
|||
|---|---|---|---|---|---|---|---|
| Temporary differences | |||||||
| Unrealized exchange losses | \$ | 5,187 | \$ | 5,108 | \$ | - | \$ 10,295 |
| Allowance for sales discount | 1,431 | - | - | 1,431 | |||
| Unrealized gains from subsidiaries | 6,412 | 886 | - | 7,298 | |||
| Defined benefit retirement plan | 12,009 | 3,173 | ( | 79 ) | 15,103 | ||
| Payable for annual leave | 3,280 | ( | 291 ) | - | 2,989 | ||
| Loss on inventory valuation | 58,000 | - | - | 58,000 | |||
| \$ | 86,319 | \$ | 8,876 | ( \$ | 79 ) | \$ 95,116 |
|
| Deferred tax liabilities | |||||||
| Temporary differences | |||||||
| Reserve for land value increment tax | \$ 169,777 | \$ | - | \$ | - | \$ 169,777 |
2019
| Recognized in other | ||||
|---|---|---|---|---|
| Recognized in | comprehensive | Closing | ||
| Deferred tax assets | Opening balance | profit or loss | income/(loss) | balance |
| Temporary differences | ||||
| Unrealized exchange losses | \$ - |
\$ 5,187 |
\$ - |
\$ 5,187 |
| Allowance for sales discount | 1,431 | - | - | 1,431 |
| Unrealized gains from subsidiaries | 3,585 | 2,827 | - | 6,412 |
| Defined benefit retirement plan | 11,964 | ( 6,369 ) |
6,414 | 12,009 |
| Payable for annual leave | 3,160 | 120 | - | 3,280 |
| Loss on inventory valuation | 58,000 | - | - | 58,000 |
| 78,140 | 1,765 | 6,414 | 86,319 | |
| Loss carryforwards | 6,381 | ( 6,381 ) |
- | - |
| \$ 84,521 |
( \$ 4,616 ) |
\$ 6,414 |
\$ 86,319 |
|
| Deferred tax liabilities | ||||
| Temporary differences | ||||
| Unrealized exchange gains | \$ 1,651 |
( \$ 1,651 ) |
\$ - |
\$ - |
| Reserve for land value increment tax | 169,777 | - | - | 169,777 |
| \$ 171,428 | ( \$ 1,651 ) |
\$ - |
\$ 169,777 |
e. Deductible temporary differences and unused loss carryforwards which no deferred tax assets
have been recognized in the balance sheets
| December 31, 2020 | December 31, 2019 | ||||
|---|---|---|---|---|---|
| Deductible temporary differences | \$ | 481,668 | \$ | 39,853 | |
| Loss carryforwards | |||||
| Expire in 2029 | \$ | 11,910 | \$ | 11,910 | |
| Expire in 2030 | 316,725 | - | |||
| \$ | 328,635 | \$ | 11,910 |
f. The aggregate amount of temporary difference associated with investments for which deferred tax liabilities have not been recognized
As of December 31, 2020 and 2019, taxable temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognized were NT\$1,099,573 thousand and NT\$1,174,314 thousand, respectively.
g. Income tax assessments
The Company's income tax returns through 2018 have been assessed by the tax authorities.
23. Net Loss per Share
The net loss per share and the weighted average number of ordinary shares used in the calculation are as follows:
| 2020 | 2019 | |||
|---|---|---|---|---|
| Net loss for the year | ( | 936,987 | ( | 271,959 |
| \$ | ) | \$ | ) |
Number of shares
| Unit: thousand shares | ||
|---|---|---|
| 2020 | 2019 | |
| Basic and diluted net loss per share | ||
| Number of issued ordinary shares at the | ||
| beginning of the year | 509,834 | 509,834 |
| Less: The weighted average number of | ||
| treasury shares regarding the | ||
| Company's shares held by subsidiaries | 26,067 | 26,067 |
| The weighted average number of ordinary | ||
| shares used in the calculation of basic and | ||
| diluted net loss per share | 483,767 | 483,767 |
24. Capital management
The Company requires sufficient amounts of capital for the expansion and upgrades of its production facilities and equipment. The Company manages its capital in a manner to ensure that it has sufficient and necessary financial resources and operating plan to provide for its working capital, capital expenditures, research and development expenses, debt repayment, and dividend payments required in the future.
25. Financial Instruments
a. Fair value information - Fair value of financial instruments not measured at fair value The carrying amounts of the Company's financial instruments that are not measured at fair value approximate their fair values; these financial instruments include cash, receivables (including those from related parties), other receivables (including those from related parties), refundable deposits (accounted for as other non-current assets), short-term borrowings, shortterm bills payable, payables (including those to related parties), other payables (including those to related parties), long-term borrowings (including those due within one year), and guarantee deposits received.
- b. Fair value information Fair value of financial instruments measured at fair value on a recurring basis
- 1) Fair value hierarchy
December 31, 2020
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets at fair value through other comprehensive income |
||||
| Investments in equity instruments | ||||
| - Shares of domestic listed companies |
\$ 80,742 |
\$ - |
\$ - |
\$ 80,742 |
| - Shares of domestic unlisted |
- | - | 3,448 | 3,448 |
| companies | \$ 80,742 |
\$ - |
\$ 3,448 |
\$ 84,190 |
| December 31, 2019 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Financial assets at fair value through other comprehensive income |
||||
| Investments in equity instruments | ||||
| - Shares of domestic listed companies |
\$ 86,548 |
\$ - |
\$ - |
\$ 86,548 |
| - Shares of domestic unlisted companies |
- | - | 6,960 | 6,960 |
| \$ 86,548 |
\$ - |
\$ 6,960 |
\$ 93,508 |
There were no transfers between Level 1 and 2 during the years ended December 31, 2020 and 2019.
2) Reconciliation of Level 3 fair value measurement of financial instruments
| Equity instruments | |||||
|---|---|---|---|---|---|
| Financial assets at fair value through | |||||
| other comprehensive income | 2020 | 2019 | |||
| Opening balance | \$ | 6,960 | \$ | 6,960 | |
| Capital reduction | ( | 3,512 ) |
- | ||
| Closing balance | \$ | 3,448 | \$ | 6,960 |
3) Valuation techniques and inputs applied for Level 3 fair value measurement
The fair values of investments in domestic unlisted equity were determined based on the net value of comparable companies' shares; the liquidity allowance is taken into consideration to calculate the value of valuation targets.
c. Categories of financial instruments
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Financial assets | ||||
| Financial assets at amortized cost (Note 1) | \$ 2,049,148 |
\$ | 1,585,177 | |
| Financial assets at fair value through other | ||||
| comprehensive income | ||||
| Investments in equity instruments | 84,190 | 93,508 | ||
| Financial liabilities | ||||
| Measure at amortized costs (Note 2) | 6,711,582 | 5,393,587 |
- Note 1: The balances include cash, notes and trade receivable (included those from related parties), other receivables (included those from related parties), refundable deposits (accounted for as other non-current assets), and other financial assets at amortized cost.
- Note 2: The balances include short-term borrowings, short-term bills payable, notes and trade payable (included those to related parties), other payables (included those to related parties), long-term borrowings (including those due within one year, guarantee deposits received, and other financial liabilities at amortized costs.
- d. Financial risk management objectives and policies
The Company's major financial instruments include investments in equity instruments, trade receivables, trade payables, borrowings, and lease liabilities. The Company's treasury management department provides services to all business departments, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports, which analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk, and other price risks), credit risk, and liquidity risk.
Material treasury activities of the Company are reviewed by the Board in accordance with relevant regulations and internal control systems. Compliance with policies and exposure limits is reviewed by the internal auditors on a continuous basis. The Company did not perform any financial instruments (including derivative financial instruments) transaction for speculative purposes.
1) Market risk
The Company's operating activities exposed itself primarily to the financial risks of changes in foreign currency exchange rates (see (a) below), interest rates (see (b) below), and other price risks (see (c) below).
There was no change to the Company's exposure to market risks or the manner in which these risks were managed and measured.
a) Foreign currency risk
The Company engages in sales and purchases denominated in foreign currencies, which exposed the Company to the risks of changes in foreign currency exchange rates.
The carrying amounts of monetary assets and monetary liabilities not denominated in the functional currency of the Company at the end of the reporting period are set out in Note 30.
Sensitivity analysis
The Company is mainly exposed to the fluctuation of the United States dollar (USD) and Thai Baht (THB).
The following table details the Company's sensitivity to a 1% increase and decrease in NTD (the functional currency) against the relevant foreign currencies. The sensitivity analysis included only outstanding monetary items denominated in foreign currencies, and their translations at the end of the year are adjusted at 1% of changes in the exchange rate. A positive number in the table below indicates an increase in net profit before income tax that would result when the functional currency weakens 1% against the relevant currency. For a 1% strengthening of NTD against the relevant currency, the effect on the net profit before income tax would be the same amount in negative.
| USD impact | |||||
|---|---|---|---|---|---|
| 2020 | 2019 | ||||
| Profit or loss | \$ | 9,226 | \$ | 9,729 | |
| THB impact | |||||
| 2020 | 2019 | ||||
| Profit or loss | \$ | 972 | \$ | 211 |
In the management's opinion, the sensitivity analysis was unrepresentative of the inherent foreign exchange risk as the exposure at the end of the reporting period is unable to reflect the exposure during the period. Furthermore, sales not denominated in the functional currency would change in accordance with the customer's contract and investment positions of assets.
b) Interest rate risk
The Company was exposed to interest rate risk as it borrows funds at both fixed and floating interest rates concurrently. The risk is managed by the Company by maintaining an appropriate mix of fixed and floating rate borrowings.
The carrying amount of the Company's financial assets and financial liabilities with exposure to interest rates at the end of the reporting period was as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Fair value interest rate risk Financial liabilities |
\$ 1,929,415 |
\$ 799,378 |
| With cash flow interest rate risk Financial assets Financial liabilities |
36,830 3,941,263 |
25,131 3,760,248 |
Sensitivity analysis
The sensitivity analysis below was determined based on the Company's exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis assumed that the amount of the liability outstanding at the end of the reporting period was outstanding throughout the reporting period.
If interest rates had been 1% higher and all other variables were held constant, the Company's net losses before income tax for the years ended December 31, 2020 and 2019 would have increased by NT\$39,044 thousand and NT\$37,351 thousand, respectively, which primarily relates to the Company's floating rate borrowings.
c) Other price risks
The Company was exposed to equity price risk due to its investments in shares. The Company manages such exposure by maintaining a portfolio of investments with different risks and through asset allocation.
Sensitivity analysis
The sensitivity analysis below was conducted based on the Company's exposure to equity price risk at the end of the reporting period. If equity prices had been 1% higher/lower, other comprehensive income/(loss) before income tax for the years ended December 31, 2020 and 2019 would have increased/decreased by NT\$807 thousand and NT\$865 thousand, respectively, as a result of the changes in the fair values of financial assets at fair value through other comprehensive income.
2) Credit risk
Credit risk refers to the risk where the counterparty is having any default on its contractual obligations that results in financial losses to the Company. At the end of the reporting period, the Company's maximum exposure to credit risk due to the failure of counterparties to discharge its obligations is primarily arising from:
- a) Carrying amounts of financial assets recognized in the balance sheets.
- b) The maximum possible amount payable by the Company for providing financial guarantees regardless of the probability of occurrence.
At the end of 2020 and 2019, the amount of maximum credit exposure assumed by the Company through engaging in endorsement and guarantee not recognized in the statements is NT\$1,694,722 and NT\$1,834,620, respectively.
Counterparties for trade receivables involve diverse customers who locate in different geographical regions. Ongoing credit evaluations are performed on the financial conditions of customers with whom the Company has trade receivable.
3) Liquidity risk
The Company manages and maintains sufficient cash to finance the Company's operations and mitigate the effects of fluctuations in cash flows. In addition, the Company's management monitors the utilization of bank facilities and ensures compliance with the borrowings' contract terms.
The Company's working capital and the bank facilities acquired are sufficient to meet its demand for future operations; therefore, there is no liquidity risk relating to the incapability of raising funds for performing contractual obligations.
Liquidity and interest rate risk table for non-derivative financial liabilities
The analysis of remaining contractual maturity for the Company's non-derivative financial liabilities was drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Company can be required to make the repayment. Specifically, the Company's bank borrowings with repayment on demand clause are included in the earliest time band regardless of the probability of the banks choosing to exercise their rights immediately. The analysis of maturity dates for other non-derivative financial liabilities is based on the agreed repayment dates.
The amount of undiscounted interests relating to cash flow paid from floating rate payments is extrapolated based on the interest rate yield curve at the end of the reporting period.
December 31, 2020
| Payment on demand | ||||
|---|---|---|---|---|
| or less than 1 month | 1 to 3 months | 3 to 12 months | 1 to 5 years | |
| Non-derivative financial liabilities | ||||
| Non-interest-bearing liabilities | \$ 575,175 |
\$ 236,528 |
\$ - |
\$ 721 |
| Lease liabilities | 5,425 | 5,220 | 20,193 | 31,922 |
| Floating rate instruments | 96,040 | 358,436 | 1,004,158 | 2,597,075 |
| Fixed rate instruments | 1,280,297 | 650,000 | - | - |
| Financial guarantee liabilities | 1,694,722 | - | - | - |
| \$ 3,651,659 |
\$ 1,249,888 | \$ 1,024,351 | \$ 2,629,718 | |
| December 31, 2019 | ||||
| Payment on demand | ||||
| or less than 1 month | 1 to 3 months | 3 to 12 months | 1 to 5 years | |
| Non-derivative financial liabilities | ||||
| Non-interest-bearing liabilities | \$ 603,493 |
\$ 177,643 |
\$ 52,000 |
\$ - |
| Lease liabilities | 5,449 | 3,955 | 27,121 | 50,664 |
| Floating rate instruments | 350,000 | 564,975 | 946,985 | 1,971,385 |
| Fixed rate instruments | - | 800,000 | - | - |
| Financial guarantee liabilities | 1,834,620 | - | - | - |
| \$ 2,793,562 | \$ 1,546,573 | \$ 1,026,106 | \$ 2,022,049 |
The amounts of floating interest rate instruments for both non-derivative financial assets and liabilities above are subject to change due to differences between the floating interest rate and the interest rate estimated at the end of the reporting period.
The amount of financial guarantee contract is the maximum amount that may be payable by the Company in performing the guarantee obligations when the holder of the financial guarantee contract claims for the entire guarantee amount from the guarantor. However, based on the expectations at the end of the reporting period, the Company is in the opinion that it is unlikely to pay for such contractual amounts.
26. Transactions with Related Parties
Transactions between the Company and its related parties are as follows:
a. Names of related parties and relationships with the Company
| Names of the related party | Relationship with the Company |
|---|---|
| Far Eastern New Century Corporation | Investors with significant influence over the |
| (FENC) | Company |
| Far Eastern International Bank (FEIB) | Other related parties (the vice-chairman is a second degree relative of the chairman of the Company) |
| Far Eastern Fibertech Co., Ltd. | Other related parties (the investee of FENC) |
| Jin Lead Industrial Co., Ltd. |
Other related parties (the Company is a corporate director of Jin Lead Industrial Co., Ltd.) |
| Everest Textile (HK) Co., Ltd. (Everest HK) | Subsidiary (with a shareholding of 99.3%) |
| Everest Investment (Holding) Ltd. (Everest Bermuda) |
Subsidiary (with a shareholding of 100%) |
| Everest International Develop Investment Co., Ltd. (Everest International) |
Subsidiary (with a shareholding of 100%) |
| Everest Textile (Thailand) Co., Ltd. (Everest Thailand) |
Subsidiary (with a shareholding of 100%) |
| Everest Textile (Shanghai), Ltd. (Everest | Subsidiary (with a shareholding of 100%) |
| Shanghai) | |
| Everest Textile USA, LLC. (Everest USA) | Subsidiary (with a shareholding of 100%) |
| Everest Development USA, LLC. (Everest Development USA) |
Subsidiary (with a shareholding of 100%) |
| Everest Apparel (Ethiopia) S.C. (Everest Ethiopia) |
Subsidiary (with a shareholding of 100%) |
| Everest Apparel (Haiti) S.A. (Everest Haiti) | Subsidiary (with a shareholding of 100%) |
b. Sales of goods
| Category of related party | 2020 | 2019 | |
|---|---|---|---|
| Subsidiaries | \$ 1,186,285 |
\$ | 893,973 |
| Other related parties | 1,876 | 2,621 | |
| Investors with significant influence over the | |||
| Company | 54 | 3 | |
| \$ 1,188,215 |
\$ | 896,597 |
The sales to related parties are made at general transaction prices with collection terms of 1 to 3 months, equivalent to general customers.
c. Purchases of goods
| Category of related party | 2020 | 2019 | |
|---|---|---|---|
| Investors with significant influence over the | |||
| Company | \$ 172,181 |
\$ 193,973 |
|
| Other related parties | 247,584 | 269,989 | |
| Subsidiaries | |||
| Everest Thailand | 259,995 | - | |
| Others | 282,995 | 85,519 | |
| \$ 962,755 |
\$ 549,481 |
The purchase prices were equivalent to those of purchases from general suppliers. Purchases of yarn products from investors with significant influence over the Company require partial payment in advance; the payment terms for remaining purchases range from 1 to 4 months.
d. Receivables from related parties (excluding loans to related parties)
| Line item | Category/name of related party |
December 31, 2020 |
December 31, 2019 |
|---|---|---|---|
| Notes receivable | Other related parties | \$ 894 |
\$ 964 |
| Trade receivables from related parties |
Subsidiaries | ||
| Everest Ethiopia | \$ 334,003 |
\$ 36,531 |
|
| Everest USA | 73,127 | 126,868 | |
| Everest Shanghai | 52,607 | 87,828 | |
| Others | 536 | 16,641 | |
| Other related parties | 617 | 683 | |
| \$ 460,890 |
\$ 268,551 |
||
| Other receivables from related parties |
Subsidiaries | ||
| Everest Ethiopia | \$ 93,490 |
\$ 149,480 |
|
| Everest USA | 47,400 | 69,593 | |
| Everest Haiti | 31,565 | 224,087 | |
| Others | 7,517 | 15,284 | |
| Other related parties | 22 | 17 | |
| \$ 179,994 |
\$ 458,461 |
The outstanding receivables from related parties are unsecured. For the years ended December 31, 2020 and 2019, no allowance for losses was provided for receivables from related parties.
| Line item | Category/name of related party | December 31, 2020 |
December 31, 2019 |
|---|---|---|---|
| Notes payable to related parties |
Investors with significant influence over the Company FENC |
\$ 10,487 |
\$ 6,516 |
| Trade payables to related parties |
Investors with significant influence over the Company Other related parties Subsidiaries |
\$ 5,359 22,101 155,622 \$ 183,082 |
\$ 925 43,772 113,109 \$ 157,806 |
| Other payables to related parties |
Investors with significant influence over the Company Subsidiaries Other related parties |
\$ 13 860 - \$ 873 |
\$ 1 1,959 6,967 \$ 8,927 |
e. Payables to related parties (excluding loans from related parties)
The outstanding payables to related parties are unsecured and will be settled in cash.
f. Disposals of property, plant and equipment
| Disposal consideration | Disposal gains | |||
|---|---|---|---|---|
| Category/name of related party | 2020 | 2019 | 2020 | 2019 |
| Subsidiaries | ||||
| Everest USA | \$ 37,913 |
\$ - |
\$ 12,771 |
\$ - |
| Everest Ethiopia | 217 | 325 | 68 | 79 |
| Everest Haiti | - | 515 | - | 117 |
| \$ 38,130 |
\$ 840 |
\$ 12,839 |
\$ 196 |
g. Loans to related parties
| Category/name of related party | December | 31, 2020 | December 31, 2019 |
|---|---|---|---|
| Other receivables | |||
| Subsidiaries | |||
| Everest Haiti | \$ | 270,234 | \$ - |
| Everest Ethiopia | 161,841 | - | |
| Everest Apparel HK | 97,657 | - | |
| Everest USA | - | 339,113 | |
| \$ | 529,732 | \$ 339,113 |
|
| Category/name of related party | 2020 | 2019 | |
| Interest income | |||
| Subsidiaries | |||
| Everest USA | \$ | 5,002 | \$ 2,358 |
| Everest Apparel HK | 884 | - | |
| Everest International | 41 | - | |
| \$ | 5,927 | \$ 2,358 |
Due to the operating requirements of subsidiaries, the Company provide loans to its subsidiaries, with interest rate at 0.43% to 1.17% and 1.2% to 2.91%, respectively, for the years ended December 31, 2020 and 2019; the interest rates are similar to the market interest rates. Loans to subsidiaries were unsecured loans for the years ended December 31, 2020 and 2019.
h. Borrowings from related parties
| Category/name of related party | December 31, 2020 | December 31, 2019 | |
|---|---|---|---|
| Subsidiaries | |||
| Everest International (included in other | |||
| payables to related parties) | \$ 28,480 |
\$ | 52,000 |
| Other related parties - FEIB (included in short |
|||
| term and long-term borrowings) | \$ 344,391 |
\$ | 47,748 |
| Category/name of related party | 2020 | 2019 | |
| Interest expenses | |||
| Subsidiaries | \$ 290 |
\$ | 957 |
| Other related parties | 2,294 | 1,146 | |
| \$ 2,584 |
\$ | 2,103 |
The interest rates of the Company's borrowings from related parties are similar to the market interest rates for the years ended December 31, 2020 and 2019. In addition, to apply for a credit line, the Company provided land and buildings as collateral to FEIB for financing. The carrying amounts of the related assets were NT\$429,970 thousand and NT\$445,523 thousand as of December 31, 2020 and 2019, respectively.
i. Endorsement and guarantee
The amount guaranteed by the Company for related parties is as follows:
| Category/name of related party | December 31, 2020 | December 31, 2019 | |
|---|---|---|---|
| Subsidiaries | |||
| Everest USA | \$ 1,566,400 |
\$ 839,440 |
|
| Everest Bermuda | 1,082,240 | 1,379,080 | |
| Everest International HK | 655,040 | - | |
| Everest International | 360,000 | 480,000 | |
| Everest Thailand | 284,800 | 299,800 | |
| \$ 3,948,480 |
\$ 2,998,320 |
||
| j. | Other transactions with related parties 1) Processing expenses Category/name of related party |
2020 | 2019 |
| Subsidiaries | |||
| Everest Thailand | \$ 335,825 |
\$ 655,428 |
|
| Others | 68,742 | 56,932 | |
| Other related parties | |||
| Jin Lead Industrial Co., Ltd. | 16,094 | 88,245 | |
| \$ 420,661 |
\$ 800,605 |
The transactions are made at general transaction prices; payment terms and receivables offset mutually or range from 1 to 2 months, similar to those provided to the general processing suppliers.
2) Commission expenses
| Category/name of related party | 2020 | 2019 |
|---|---|---|
| Subsidiaries | ||
| Everest Bermuda | \$ 10,205 |
\$ 21,993 |
| Everest International HK | 3,790 | - |
| \$ 13,995 |
\$ 21,993 |
3) Procurement transaction on behalf of others
The amount of purchasing equipment, supplies, dyeing agents, and advances made by the Company on behalf of related parties is as follows:
| Category/name of related party | 2020 | 2019 |
|---|---|---|
| Subsidiaries | ||
| Everest USA | \$ 36,098 |
\$ 30,157 |
| Everest Haiti | 58,376 | 239,536 |
| Everest Ethiopia | 58,966 | 259,904 |
| Everest Thailand | 48,871 | 69,708 |
| Everest Bermuda |
50,864 | 70,996 |
| Others | 10,371 | 1,555 |
| \$ 263,546 |
\$ 671,856 |
k. Compensation of key management personnel
| 2020 | 2019 | |
|---|---|---|
| Short-term employee benefits | \$ 21,041 |
\$ 20,633 |
| Retirement benefits | 2,188 | 546 |
| \$ 23,229 |
\$ 21,179 |
The remuneration of directors and other key management personnel was determined by the remuneration committee with regard to the correlation and rationale of general remuneration standards within the industry, individual performance, the Company's performance, and future risk.
27. Assets Pledged as Collateral
The following assets were provided as collateral for short-term and long-term bank facilities:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Land | \$ 573,052 |
\$ 573,052 |
| Buildings | 254,538 | 275,519 |
| \$ 827,590 |
\$ 848,571 |
28. Significant Contingent Liabilities and Unrecognized Contract Commitments
In addition to those disclosed in other notes, significant commitments of the Company at the end of the reporting period are as follows:
Significant commitments
a. Contracted but outstanding contractual commitments of the Company are as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Acquisition of property, plant and equipment | \$ 14,705 |
\$ 20,977 |
b. As of December 31, 2020 and 2019, the Company's unused letters of credit for purchases of raw materials and machinery and equipment amounted to approximately NT\$7,798 thousand and NT\$6,173 thousand, respectively.
29. Other Matters
Under the effect of COVID-19's global outbreak, the Company recorded a significant year-onyear decrease in its operating revenue for the year ended December 31, 2020. The Company applied for salary and working capital subsidies from the government and had received grants that amounted to NT\$66,965 thousand (Note 21). As of the approval date for the issuance of the financial statements, the Company continues assessing the economic effects arising from the outbreak on the Company.
30. Significant Assets and Liabilities Denominated in Foreign Currencies
The following information is an aggregation of the foreign currencies other than functional currencies of the Company, and the exchange rates disclosed are the exchange rate used in translating such foreign currencies into the functional currency. Significant assets and liabilities denominated in foreign currencies were as follows:
Unit: foreign currencies and NT\$ in thousand
| Assets denominated in foreign | |||
|---|---|---|---|
| currencies | Foreign currencies | Exchange rate | Carrying amount |
| Monetary items | |||
| USD | \$ 54,431 |
28.43 | \$ 1,547,460 |
| THB | 112,628 | 0.9356 | 105,375 |
| Non-monetary items | |||
| Subsidiaries accounted for using the equity method |
|||
| USD | 87,683 | 28.48 | 2,497,225 |
| Monetary items | |||
| USD | \$ 21,902 |
28.53 | \$ 624,854 |
| THB | 8,408 | 0.9756 | 8,203 |
December 31, 2020
December 31, 2019
| Assets denominated in foreign | |||
|---|---|---|---|
| currencies | Foreign currencies | Exchange rate | Carrying amount |
| Monetary items | |||
| USD | \$ 38,915 |
29.930 | \$ 1,164,720 |
| THB | 21,332 | 0.9898 | 21,114 |
| Non-monetary items | |||
| Subsidiaries accounted for using the | |||
| equity method | |||
| USD | 85,373 | 29.980 | 2,559,478 |
| Liabilities denominated in foreign | |||
| currencies | |||
| Monetary items | |||
| USD | 6,389 | 30.030 | 191,869 |
The carrying amount of the above investments accounted for using the equity method in NTD is the amount before deducting unrealized gains.
Significant foreign currency exchange gain or loss (including those realized and unrealized) is as follows:
| 2020 | 2019 | |||||
|---|---|---|---|---|---|---|
| Currency | Exchange rate | Net exchange (losses) gains | Exchange rate | Net exchange (losses) gains | ||
| USD | 29.549 (USD:NTD) | ( \$ | 80,434 ) | 30.912 (USD:NTD) | ( \$ | 21,201 ) |
| THB | 0.9496 (THB:NTD) | 4,634 | 1.0009 (THB:NTD) | ( | 3,152 ) | |
| Others | ( | 38 ) | ( | 10 ) | ||
| ( \$ | 75,838 ) | ( \$ | 24,363 ) |
31. Supplementary Disclosures
- a. Information on Significant Transactions
- 1) Loaning to others. (Table 1)
- 2) Endorsement and guarantee provided for others. (Table 2)
- 3) Securities held at the end of the period (excluding the investments in subsidiaries). (Table 3)
- 4) Cumulative purchase or sales of securities of the same company with an amount achieving NT\$300,000 thousand or reaching 20% of its paid-in capital and above. (Table 4)
- 5) Properties acquired with an amount achieving NT\$300,000 thousand or reaching 20% of its paid-in capital and above. (None)
- 6) Disposal of properties with an amount achieving NT\$300,000 thousand or reaching 20% of its paid-in capital and above. (None)
-
7) Purchases and sales with related parties with an amount achieving NT\$100,000 thousand or reaching 20% of its paid-in capital and above. (Table 5)
-
8) Receivables from related parties achieving NT\$100,000 thousand or reaching 20% of its paid-in capital and above. (Table 6)
- 9) Engaging in derivatives trading. (None)
- b. Information on Invested Companies (Table 7)
- c. Information on Investments in Mainland China:
- 1) Information on invested companies in Mainland China, including the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding, profit or loss and investment gain or loss recognized for the period, carrying amount of investment at the end of the period, repatriated investment gain or loss, and ceiling of investments in Mainland China. (Table 8)
- 2) Significant transactions directly with investee companies in Mainland China or directly or indirectly through a third region, and their prices, payment terms, unrealized profit or loss: (Table 5, 6, and 9)
- (a) Purchase amount and percentage, and the closing balance and percentage of the related payables.
- (b) Sales amount and percentage, and the closing balance and percentage of the related receivables.
- (c) Property transaction amount and the resulting gain or loss.
- (d) Closing balances and purposes of endorsements and guarantees or collateral provided.
- (e) The maximum balance, closing balance, interest rate range, and total amount of current interest of financing facilities.
- (f) Other transactions having a significant impact on profit or loss or financial position for the period, such as provision or receipt of service.
- d. Information on major shareholders: Names of shareholders with a shareholding ratio of 5% or more and the amount and proportion of shareholding. (Table 10)
| period \$ \$ \$ \$ \$ borrower is a Whether the related party Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Other receivables from Other receivables from Everest Apparel (Haiti) S.A. Other receivables from Other receivables from Other receivables from Other receivables from Other receivables from Other receivables from Other receivables from Other receivables from Other receivables from Everest Apparel (Haiti) S.A. Other receivables from Other receivables from Current account related parties related parties related parties related parties related parties related parties related parties related parties related parties related parties related parties related parties related parties Everest Development USA, Develop Investment Co., Everest Apparel (Ethiopia) Everest Textile USA, LLC. Everest Textile USA, LLC. Everest Apparel (HK) Everest International Borrower The Company Limited LLC. S.C. Ltd. Develop Investment Co., Everest International (HK) Financing company Everest International The Company Limited Ltd. |
|---|
| 2. 2. 2. 2. 2. 2. 2. 2. 2. 2. 1.15~1.17 0.43~1.17 1.15~1.17 1.16~1.17 1.27~1.63 1.27~1.63 0.25~1.04 1.35 - - 147,502 24,094 97,829 119,616 165,184 25,632 310,432 28,480 138,031 - - 530,663 \$ \$ \$ \$ 147,502 170,880 88,000 97,117 98,256 1,636,906 119,616 165,184 341,760 626,560 97,117 138,031 \$ \$ \$ \$ 147,502 170,880 88,000 98,256 119,616 165,184 341,760 626,560 138,031 97,117 1,636,906 97,117 |
| Interest rate 0.43~1.17 range (%) - - Actual amount utilized - - 123,207 \$ 512,640 256,320 128,160 Closing balance \$ Maximum balance for the 512,640 256,320 128,160 |
Note 1: Based on 20% of the equity attributable to owners of the Company.
Note 2: Based on 40% of the equity attributable to owners of the Company.
Note 3: Based on 35% of the shareholders' interests in the subsidiary.
Note 4: Based on 40% of the shareholders' interests in the subsidiary.
Note 5: Nature of the loan:
(1) Please complete item 1 for a borrower having transactions with the Company. (2) Please complete item 2 for a borrower who has short-term financing requirements.
TABLE 1
Everest Textile Co., Ltd. and Subsidiaries
Loaning to Others
For the year ended December 31, 2020
| Everest Textile Co., Ltd. and Subsidiaries |
|---|
Endorsement and Guarantee Provided for Others For the year ended December 31, 2020 Unit: NT\$ Thousands, unless specified otherwise
| Endorsement | and guarantee provided for entities in Mainland China |
N | N | N | N | N | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| and guarantee the subsidiary Endorsement provided by for parent |
N | N | N | N | N | ||||||
| and guarantee the parent for Endorsement provided by subsidiary |
Y | Y | Y | Y | Y | ||||||
| Cap of endorsement and guarantee (Note 2) |
3,806,311 \$ |
||||||||||
| Ratio of cumulative | guarantee to the net value stated in the endorsement and latest financial statements (%) |
28.43 | 7.48 | 41.15 | 9.46 | 17.21 | 103.73 | ||||
| guarantee secured endorsement and with collateral Amount of |
- \$ |
- | - | - | - | ||||||
| Actual amount utilized | - \$ |
138,562 | 911,360 | 360,000 | 284,800 | 1,694,722 \$ |
|||||
| Closing balance of endorsement and guarantee |
1,082,240 \$ |
284,800 | 1,566,400 | 360,000 | 655,040 | 3,948,480 \$ |
|||||
| guarantee for the period Maximum balance of endorsement and |
1,310,080 \$ |
284,800 | 1,566,400 | 480,000 | 655,040 | 4,296,320 \$ |
|||||
| Limit of endorsement single entity (Note 1) and guarantee for a |
1,903,156 \$ |
1,903,156 | 1,903,156 | 1,903,156 | 1,903,156 | ||||||
| Relationship | Subsidiary - 100% shareholding |
〞 | 〞 | 〞 | 〞 | ||||||
| Parties being endorsed and guaranteed | Name of the company | The Company Everest Investment (Holding) Ltd. | Everest Textile (Thailand) Co., Ltd. | Everest Textile USA, LLC. | Everest International Develop Investment Co., Ltd. |
Everest International (HK) Limited | |||||
| and guarantee endorsement Name of the provider |
|||||||||||
| No. | 0 |
Note 1: Based on 50% of the equity attributable to owners of the Company. Note 2: Based on 100% of the equity attributable to owners of the Company.
| Everest Textile Co., Ltd. and Subsidiaries | |
|---|---|
Details of Securities Held at the End of the Period December 31, 2020
Unit: NT\$ Thousands
| Remarks | |||||
|---|---|---|---|---|---|
| Market value/net equity value |
80,742 \$ |
3,433 \$ |
3,448 15 \$ |
256,761 \$ |
|
| Ratio (%) | - | 19 | - | 5 | |
| End of the period | Carrying amount | 80,742 \$ |
3,433 \$ |
15 3,448 \$ |
256,761 \$ |
| Unit/number of shares | 7,441,665 | 526,800 | 1,175 | 26,067,062 | |
| Accounting item | through other comprehensive Financial assets at fair value income - current |
through other comprehensive Financial assets at fair value income - non-current |
〞 | through other comprehensive Financial assets at fair value income - non-current |
|
| Relationship with the issuer of securities |
The vice-chairman is a second degree relative of the chairman of the Company |
The Company is a corporate director of Jin Lead Industrial Co., Ltd. |
No | Parent company | |
| Category and name of securities | Far Eastern International Bank - shares of a listed company |
Jin Lead Industrial Co., Ltd. - shares of an unlisted company |
Dah Chung Bills Finance Corp. - shares of a listed company |
Everest Textile - shares of a listed company | |
| Company held | The Company | Develop Investment Co., Everest International Ltd. |
Note 1: The term "securities" used in this Schedule refers to shares, bonds, beneficiary certificates, and securities derived from the aforesaid items.
Note 2: Please refer to Table 7 and Table 8 for information related to investments in subsidiaries.
Cumulative Purchase or Sales of Securities of the Same Company with an Amount Achieving NT\$300,000 Thousand or Reaching 20% of Its Paid-in Capital and Above For the year ended December 31, 2020 Unit: NT\$ Thousands
| Amount | 998,921 \$ |
|
|---|---|---|
| End of the period | Number of shares/unit |
191,400,000 |
| (Losses) gains on disposals |
- \$ |
|
| Book costs | - \$ |
|
| Sale | Selling price | - \$ |
| Number of shares/unit |
- | |
| Amount | 270,983 (Note 1) \$ |
|
| Purchase | Number of shares/unit |
46,800,000 |
| Amount | 727,938 \$ |
|
| Beginning of the period | Number of shares/unit |
144,600,000 |
| Counterparty Relationship | Subsidiary | |
| Note 2 | ||
| Accounting item | using the equity accounted for Investments method |
|
| Category and name of securities |
Develop Investment Everest International Co., Ltd. |
|
| Name of company purchased or sold |
The Company |
Note 1: Include additional investments amounted to NT\$468,000 less losses of subsidiaries accounted for using the equity method amounted to NT\$151,703 and exchange differences on translating the financial statements of foreign operations adjusted due to the changes
in exchange rates amounted to NT\$45,314. Note 2 :Issuance of ordinary shares for cash for a subsidiary.
Everest Textile Co., Ltd. and Subsidiaries
Purchases and Sales with Related Parties with an Amount Achieving NT\$100,000 Thousand or Reaching 20% of its Paid-in Capital and Above For the year ended December 31, 2020 Unit: NT\$ Thousands
| Remarks | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (payables) (%) Ratio to total receivables |
- | 14 | - 3 |
3 | 5 | 9 | 7 33 |
4 | 34 | 71 | 34 | ||
| Notes and trade receivables (payables) |
Balance | - \$ |
66,861 ) ( |
15,846 ) - ( |
13,893 ) ( |
52,607 | 42,274 ) ( |
73,127 334,003 |
21,974 | 174,292 | 122,877 | 175,355 | |
| Credit period | - | Equivalent Equivalent |
Equivalent | Equivalent | Equivalent | Equivalent | Equivalent Equivalent |
Equivalent | Equivalent | Equivalent | Equivalent | ||
| conditions differ from general transactions Circumstance and reason for transaction |
Unit price | under the same category No comparable goods |
Equivalent Equivalent |
Equivalent | Equivalent | Equivalent | Equivalent | Equivalent Equivalent |
Equivalent | Equivalent | Equivalent | Equivalent | |
| Credit period | Settle every 1 month | Settle every 6 months Settle every 6 months |
Settle every 1 to 2 months, | partial yarn products payments made for except for advance |
Settle every 1 month | Settle every 6 months | Settle every 6 months | Settle every 6 months Settle every 6 months |
Settle every 2 to 4 months | Settle every 2 to 4 months | Settle every 6 months | Settle every 6 months | |
| Transaction status | purchase (sales) Ratio to total of goods (%) |
58 | 11 ( |
6 ) 7 |
7 | 7 ) ( |
9 | 3 ) 7 ) ( ( |
21 ) ( |
24 ) ( |
32 ) ( |
12 ) ( |
|
| Amount | 335,825 \$ |
259,995 | 325,237 ) 172,181 |
173,762 | 343,692 ) | 199,673 | 167,070 ) 349,719 ) |
429,634 ) | 479,815 ) | 249,908 ) | 196,045 ) | ||
| (sales) of Purchase goods |
Outsourced processing |
( Purchase Sales |
Purchase | Purchase | ( Sales |
Purchase | ( ( Sales Sales |
( Sales |
( Sales |
( Sales |
( Sales |
||
| Relationship | Subsidiary | Subsidiary | Company evaluates Subsidiary |
using the equity the Company |
Company evaluates using the equity the Company method method |
Subsidiary | Subsidiary | Subsidiary Subsidiary |
Parent company | Fellow subsidiary | Fellow subsidiary | Fellow subsidiary | |
| Counterparty | Everest Textile (Thailand) Co., Ltd. |
Far Eastern New Century | Corporation (FENC) | Far Eastern Fibertech Co., Ltd. | Everest Textile (Shanghai), Ltd. |
Everest Textile USA, LLC. | Everest Apparel (Ethiopia) S.C. |
Everest Investment (Holding) Ltd. |
Everest International (HK) Limited |
Everest Textile (Thailand) Co., Ltd. |
Everest Apparel (Ethiopia) S.C. |
||
| Purchasing (selling) company |
The Company | Everest Textile (Shanghai), Ltd. |
Everest Textile USA, LLC. | Everest Textile (Thailand) Co., Ltd. |
TABLE 5
Everest Textile Co., Ltd. and Subsidiaries
Receivables from Related Parties Achieving NT\$100,000 Thousand or Reaching 20% of Its Paid-in Capital and Above
December 31, 2020 Unit: NT\$ Thousands, unless specified otherwise
| Allowance for losses provided |
- \$ |
- - |
- | - | - | - | - | ||
|---|---|---|---|---|---|---|---|---|---|
| related parties after expiry Amount recovered from |
255,331 \$ |
334,003 - |
174,292 | 166,383 | 120,484 | 76,899 | 18,953 | ||
| Method of disposal |
- | - - |
- | - | - | - | - | ||
| Overdue receivables from related | parties Amount |
- \$ |
- - |
- | - | - | - | - | |
| Turnover rate | (Note 1 and Note 2) - |
2.11 - |
(Note 1 and Note 2) |
5.51 | (Note 1) - |
(Note 1) - |
1.34 | 2.24 | |
| Balance of receivables from the related party |
255,331 \$ |
334,003 301,799 |
174,292 | 166,383 | 120,484 | 122,877 | 175,355 | ||
| Relationship | Subsidiary | 〞 〞 |
Fellow subsidiary | Same ultimate parent company |
〞 | Fellow subsidiary | Fellow subsidiary | ||
| Counterparty | Everest Apparel (Ethiopia) S.C. | Everest Apparel (Haiti) S.A. | Everest International (HK) Limited | Everest Textile USA, LLC. | Everest Development USA, LLC. | Everest Textile (Thailand) Co., Ltd. | Everest Apparel (Ethiopia) S.C. | ||
| Company with book receivables |
The Company | Everest Textile (Shanghai), Ltd. |
Everest International (HK) Limited |
Everest Textile USA, LLC. | Everest Textile (Thailand) Co., Ltd. |
Note 1: The nature of the financing, not applicable for turnover rate calculation.
Note 2: Amount of property, plant and equipment purchased on behalf of others or sold, not applicable for turnover rate calculation.
| Everest Textile Co., Ltd. and Subsidiaries | |
|---|---|
Information on Invested Companies For the year ended December 31, 2020
Unit: NT\$ Thousands
| Remarks | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investment loss | recognized for the period |
16,308 ) ( \$ |
147,095 ) ( |
203 ) ( |
||||||||
| Current (loss) gain | of the investee company |
16,308 ) ( \$ |
147,095 ) ( |
203 ) ( |
1,273 | 81,501 | 220,426 ) ( |
52,539 | 2,796 ) ( |
55,395 | 40,260 ) ( |
179,690 ) ( |
| Carrying amount | 2,493,422 \$ |
666,085 (Note 1) |
1,313 | 1,204,549 | 889,018 | 133,869 | 860,795 | 57,766 | 797,313 | 183,713 | 48,123 | |
| Held at the end of the period | Ratio (%) | 100 | 100 | 99.3 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 |
| Number of shares | 1,300 | 191,400,000 | 695,000 | 79,999,993 | 41,300,000 | 27,580,000 | 1,000 | 2,500,000 | 38,800,000 | 542,415 | 4,000 | |
| End of previous year | 955,893 \$ |
1,530,400 | 2,427 | 701,063 | 964,343 | 685,001 | 964,343 | 79,170 | 885,173 | 411,221 | 273,780 | |
| Initial investment amount | End of the period | 955,893 \$ |
1,998,400 | 2,427 | 701,063 | 1,260,433 | 848,467 | 1,260,433 | 79,170 | 1,181,263 | 557,696 | 390,960 |
| Principal business activities | Holdings and international trade |
General investment | International trade | manufacturing, production, and sales of processed silk and woven fabrics Original equipment |
Investment and holdings | Investment and holdings | Investment and holdings | Operating asset management | Production and dyeing of yarn and woven fabrics |
Apparel production | Apparel production | |
| Location | Bermuda | Taiwan | Hong Kong | Thailand | Hong Kong | Hong Kong | The U.S. | The U.S. | The U.S. | Ethiopia | Haiti | |
| Name of the investee Companies | Everest Investment (Holding) Ltd. | Everest International Develop Investment Co., Ltd. |
Everest Textile (HK) Co., Ltd. | Everest Textile (Thailand) Co., Ltd. | Everest International (HK) Limited | Everest Apparel (HK) Limited | Everest USA Holdings, Inc. | Everest Development USA, LLC. | Everest Textile USA, LLC. | Everest Apparel (Ethiopia) S.C. | Everest Apparel (Haiti) S.A. | |
| Name of the investing company |
The Company | Everest Investment (Holding) Ltd. |
Develop Investment Everest International Co., Ltd. |
Everest International (HK) Limited |
Holdings, Inc. Everest USA |
Everest Apparel (HK) Limited |
Note 1: The carrying amount at the end of the year is the balance after deducting the parent company's shares held by the subsidiary that are deemed as treasury shares amounted to NT\$332,836.
Note 2: Please refer to Table 8 for information on investments in Mainland China.
TABLE 7
Everest Textile Co., Ltd. and Subsidiaries
Information on Investments in Mainland China For the year ended December 31, 2020 Unit: NT\$ Thousands, unless specified otherwise
| the end of the repatriated at Investment gains period |
- \$ |
|---|---|
| investments at the end of the amount of Carrying period |
\$ 1,314,555 |
| recognized for (Notes 3 and 4) Investment the period losses |
2,036 ) ( \$ |
| direct or indirect shareholding (%) The Company's investment |
100 |
| Gains of the during the company investee period |
1,919 \$ |
| Taiwan at the end of the Cumulative investment amount remitted from period |
(USD\$30,000 thousand) 980,349 \$ |
| Recovered Investment amount recovered for the remitted or period Remitted |
- \$ - \$ |
| Taiwan at the beginning Cumulative investment amount remitted from of the period |
(USD\$30,000 thousand) 980,349 \$ |
| Investment method |
investment via the third-party (Holding) Ltd. The Company's Investment indirect Everest |
| Paid-in capital (Note 2) | (USD\$30,000 thousand) 854,400 \$ |
| Principal business activities |
dyeing, back-end chemical fibers and high-grade processing and selling of high development, textile cloth emulation Research, |
| investee company in Mainland China Name of the |
(Shanghai), Ltd. Everest Textile |
| Investment limits stated by MOEAIC regarding investments in Mainland China |
(Note 1) | 2,283,787 \$ |
|---|---|---|
| Economic Affairs Investment Committee (MOEAIC) Investment amount approved by the Ministry of |
(Note 2) | (USD\$30,000 thousand) 854,400 \$ |
| Cumulative investment amount remitted from Taiwan to Mainland China at the end of the period |
(Note 2) | (USD\$30,000 thousand) 854,400 \$ |
Note 1: Calculated based on the limits stated in the "Regulations Governing the Examination of Investment or Technical Cooperation in Mainland China" amended by the MOEAIC on August 29, 2009 (\$3,806,311×60%=
Note 2: The amount is translated at a currency rate where USD\$1 equals NT\$28.48.
\$2,283,787).
Note 3: Investment losses are recognized according to the financial statements audited by an international accounting firm that cooperates with CPA Associations R.O.C. (Taiwan).
Note 4: Investment losses recognized for the period is the net amount after deducting the unrealized gross sales of goods amounted to NT\$3,955 thousand arising from the side current transactions.
| Everest Textile Co., Ltd. and Subsidiaries |
|---|
Significant Transactions with Investee Companies in Mainland China, either Directly or Indirectly through A Third Area, and Their Prices, Payment Terms, and Unrealized Gains or Losses For the year ended December 31, 2020 Unit: NT\$ Thousands
| gains (loss) Unrealized (Note) |
3,803 \$ |
- | 4,003 ) | - | |
|---|---|---|---|---|---|
| Notes and trade receivables | Ratio to total notes receivables and trade (payables) |
5 | 100 ) ( |
( 34 |
- |
| (payables) | Balance (Note) | 52,607 \$ |
21,974 ) ( |
174,292 | 16 |
| Circumstance and reason for transaction amount differ from general transactions |
Credit period | Equivalent | Equivalent | Equivalent | Equivalent |
| Unit price | Equivalent | Equivalent | Equivalent | Equivalent | |
| Credit period | Settle every 6 months |
Settle every 2 to 4 months |
Settle every 2 to 4 months |
Settle every 2 to 4 months |
|
| Ratio to total purchase and sales (%) |
7 ) ( |
100 | 24 ) ( |
5 ) ( |
|
| Transaction status | Amount (Note) | 343,692 ) ( \$ |
429,634 | 479,815 ) ( |
80,649 ) ( |
| Purchase (sales) of goods |
Sales | Purchase | Sales | Sales | |
| Relationship | Subsidiaries | Subsidiaries | Fellow subsidiary | Fellow subsidiary | |
| Counterparty | (Shanghai), Ltd. Everest Textile |
(Shanghai), Ltd. Everest Textile |
Everest International (HK) Limited |
(Shanghai), Ltd. Everest Textile |
|
| (selling) company Purchasing |
The Company | Everest Investment (Holding) Ltd. |
(Shanghai), Ltd. Everest Textile |
(Thailand) Co., Everest Textile Ltd. |
Note: Written-off during the preparation of the consolidated financial statements.
Everest Textile Co., Ltd.
Information on Major Shareholders December 31, 2020
| Shares | ||||
|---|---|---|---|---|
| Name of the major shareholder | Number of shares | |||
| held (share) | Shareholding (%) | |||
| Yuan Ding Investment Corp. | 128,618,422 | 25.22% | ||
| Everest International Develop Investment Co., Ltd. | 26,067,062 | 5.11% | ||
