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FOCL — Audit Report / Information 2022
Nov 14, 2022
52122_rns_2022-11-14_a81e67b5-8730-4151-a7ac-0c5b1f1de9e7.pdf
Audit Report / Information
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Stock Code: 2491
Fortune Oriental Company Limited Parent Company Only Financial Statements for the Years Ended December 31,2022 and 2021 and Independent Auditors’ Report
Address: No. 6, Lane 54, Zhongzheng Road, Xindian District, New Taipei City TEL: (02)8911-2000
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Table of Contents
| Table of Contents | ||
|---|---|---|
| Item | Page No. | Note Index |
| 1.Cover Page | 1 | - |
| 2.Table of Contents | 2 | - |
| 3.Independent Auditors’ Report | 3~8 |
- |
| 4.Parent Company Only Balance Sheets | 9 | - |
| 5.Parent Company Only Statements of Comprehensive Income | 10 | - |
| 6.Parent Company Only Statements of Changes in Equity | 11 | - |
| 7.Parent Company Only Statements of Cash Flows | 12~13 | - |
| 8.Notes to Parent Company Only Financial Statements | ||
| (1)Company History | 14 | 1 |
| (2)Date and Procedure for Approval of Financial Statements | 14 | 2 |
| (3)Application of New and Revised International Financial ReportingStandards |
14~15 | 3 |
| (4)Summary of Significant Accounting Policies | 15~26 | 4 |
| (5)Critical Accounting Judgments, Assumptions and Key Sources of Estimation Uncertainty |
26~27 | 5 |
| (6)Description of Significant Accounting Title | 27~46 | 6~24 |
| (7)Related Party Transactions | 46~47 | 25 |
| (8)Pledged(mortgage) Assets | 47 | 26 |
| (9)Significant Contingent Liabilities and Unrecognised Contract Commitments |
47~48 | 27 |
| (10)Others | 48 | 28 |
| (11)Supplementary Disclosures | ||
| a.Information on significant transactions | 48~49 | 29 |
| b.Information on investees | 49 | 29 |
| c.Information on investments in mainland China | 49 | 29 |
| d.Information on Major Shareholders | 49 | 29 |
| (12)Segment Information | 49 | 30 |
| 9.Tables 1 to 5 | 50~56 | |
| 10.Statement of Major Accounting Subjects | 57~72 |
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Certified Public Accountants, Taipei, Taiwan 11F-l ,NO.299 Sec.4 Chung-Hsiao E.Rd.Taipei ,Taiwan ,R.O.C - - - - - - T E L :+ 8 8 6 2 2 7 8 1 2 5 5 9 F A X :+ 8 8 6 2 8 7 7 1 7 0 4 9
Independent Auditors’ Report
The Board of Directors and Shareholders
Fortune Oriental Company Limited
Opinions
We have audited the accompanying parent company only financial statements of Fortune Oriental Company Limited(the “Company”), which comprise the parent company only balance sheets as of December 31, 2022 and 2021, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2022 and 2021, and its parent company only financial performance and its parent company only cash flows for the years then ended 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 Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements . We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter for the Company's parent company only financial statements for the year ended December 31, 2022 is stated as follows:
Litigation and contingent liabilities
Refer to Note 17 and 27 to the parent company only financial statements.
For major pending legal cases, does the Company's estimate sufficient litigation or settlement losses. Will affect the completeness of the parent company only financial statements to recognize related losses and liabilities, it also has an impact on the parent company only financial performance and condition. Therefore, the audit of litigation and contingent liabilities is identified as a key audit matter.
In response to the above-mentioned litigation and contingent liabilities, our major audit procedures executed are as follows:
-
1.Evaluate the rationality of the Group's estimated litigation or settlement loss liability provisions.
-
2.Review the board meeting minutes, major news announcements, and news reports during and after the audit period to search for any unaccounted for legal disputes, lawsuits, or settlement losses of the Company.
-
3.Evaluate the claimed amounts in relevant lawsuit, and whether sufficient losses and liability provisions are accounted for.
-
4.Obtain the lawyer's reply letter and opinion on the litigation case, and inquire about the Company's point of view to verify the development status of the litigation case, the completeness of the loss and provision of liabilities.
-
5.Evaluate whether the Company 's liability provision and the disclosure about the litigation are
appropriate.
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Investments accounted for using the equity method-2nd-tier subsidiary's inventory-
evaluation of the land held for construction
The inventory- land held for construction and its superstructure of the 2nd-tier subsidiaryDajixiang International Construction Co., Ltd. at the end of 2022 accounted for 85% of the total assets of the 2nd-tier subsidiary, mainly for the market land, and the current planning combines the ownership of other real estate in the same area, jointly participate in the urban renewal business plan: transform the functional buildings into a market, a residence, or a combination of the two to increase the development value of real estate. However, the promotion of urban renewal business and the required legal procedures take a long time. Therefore, before the decision of the urban planning committee of the competent authority, The 2nd-tier subsidiary has uncertainty about the development value of the land held for construction, which affects the the Company's investment performance accounted for using the equity method. Refer to Note 8 to the financial statements of the 2nd-tier subsidiary, so the evaluation of the land held for construction is identified as a key audit matter.
In response to the above-mentioned evaluation of the land held for construction, our major audit procedures executed are as follows:
-
1.Review the documents or reports on the implementation of the construction site urban renewal plan, and pay attention to the changes in the implementation progress, whether it is in line with the urban renewal project and content.
-
2.Review the board meeting minutes of the urban renewal plan for the construction site, and examine whether the item approved by the board affects the development value of the construction site; and evaluate whether the impact of the directors' opinions holding other opinions affects the financial performance of the management authority.
-
3.Examine and review the asset appraisal report of external experts on the balance sheet date to evaluate whether there is a risk of impairment on the land held for construction.
-
4.Examine whether the note to the financial statements disclosure of the 2nd-tier subsidiary’s inventory- evaluation of the land held for construction is appropriate.
Responsibilities of Management and Those Charged with Governance for the Parent
Company Only Financial Statements
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Management is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process. Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only 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 Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
1.Identify and assess the risks of material misstatement of the parent company only 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
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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.
-
2.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.
-
4.Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 parent company only 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.
-
5.Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
6.Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
-
We communicate with those charged with governance regarding, among other matters, the
-
planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
-
We also provide those charged with governance with a statement that we have complied
-
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with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Huang, Shih Chia and Lee, Hui Chin.
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G & F Certified Public Accountants Taipei, Taiwan Republic of China March 24,2023
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience ofreaders, the independent auditors'report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and theoriginal Chinese version or any difference in the interpretation of the two versions, the Chinese language independent auditors' report and consolidated financial statements shall prevail.
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Fortune Oriental Company Limited Parent Company Only Balance Sheets December 31, 2022 and 2021
Unit: NT $ thousands
| Asset | Notes | December 31, 2022 | December 31, 2022 | December 31, 2021 | December 31, 2021 | Liabilities and equity | Liabilities and equity | Notes | December 31, 2022 | December 31, 2022 | December 31, 2021 | December 31, 2021 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Code | Item | Amount | % | Amount | % | Code | Item | Amount | % | Amount | % | ||
| 1100 1110 1150 1170 1181 1200 130X 1410 11XX 1550 1600 1755 1780 1920 1960 15XX |
Current assets Cash and cash equivalents Financial assets at fair value through profit or loss-current Notes receivable, net Accounts receivable, net Accounts receivable from related parties Other receivables Inventories Prepayments Total current assets Non-current assets Investments accounted for using equity method Property, plant and equipment Right-of-use assets Intangible assets Refundable deposits Prepayments for investment Total non-current assets |
6 7 5, 8 5, 8 5, 25 9 10 11 12 13 14 |
$ 23,745 105,377 108 4,429 - - 9,860 24 |
2 13 - 1 - - 1 - |
$ 17,952 238,614 218 6,752 22 60,583 986 44 |
1 19 - 1 - 5 - - |
2150 2162 2170 2200 2220 2230 2280 2399 21XX 2570 2670 25XX 2XXX 3110 3200 3300 3310 3320 3350 3400 3XXX |
Current liabilities Notes payable Other notes payable to related parties Accounts payable Other payables Other payables to related parties Current income tax liabilities Lease liabilities Other current liabilities - others Total current liabilities Non-current liabilities Deferred income tax liabilities Lease liabilities Other non-current liabilities Total non-current liabilities Total liabilities Equity Capital stock Capital surplus Retained earnings Legal reserve Special reserve (Losses to be compensated) unappropriated earnings Total retained earnings Other equity Total equity |
25 15 15, 25 20 13 20 13 5, 17 18 |
$ 71 3,523 4,696 10,881 13 - 972 20 |
- 1 1 1 - - - - |
$ 301 3,104 3,604 72,064 13 3,897 - 87 |
- - - 6 - - - - |
| 143,543 | 17 | 325,171 | 26 | 20,176 | 3 | 83,070 | 6 | ||||||
| 673,483 539 2,556 710 1,800 - |
82 - 1 - - - |
929,396 207 - 648 - - |
74 - - - - - |
4 1,599 8,233 |
- - 1 |
2 - 8,233 |
- - 1 |
||||||
| 9,836 | 1 | 8,235 | 1 | ||||||||||
| 30,012 | 4 | 91,305 | 7 | ||||||||||
| 820,080 78,025 33,281 5 ( 147,248 ) |
100 9 4 - (18) |
820,080 61,996 28,103 5 256,311 |
65 5 2 - 21 |
||||||||||
| 679,088 | 83 | 930,251 | 74 | ||||||||||
| ( 113,962 ) |
(14) | 284,419 |
23 | ||||||||||
| 8,476 | 1 | ( 2,378 ) |
- | ||||||||||
| 792,619 | 96 | 1,164,117 | 93 | ||||||||||
| 1XXX | Total assets | $ 822,631 | 100 | $ 1,255,422 | 100 | Total liabilities and equity | $ 822,631 | 100 | $ 1,255,422 | 100 |
The accompanying notes are an integral part of the parent company only financial statements (Please refer to independent auditors’ report of G & F Certified Public Accountants on March 24, 2023)
Chairman : Chen, Bi hua
Manager : Chen, Bi hua Head of Accounting : Lin, Zhi chong
Fortune Oriental Company Limited
Parent Company Only Statements of Comprehensive Income
For the Years Ended December 31, 2022 and 2021
Unit: NT $ thousands,except for earnings per share
| Code | Item | Notes | 2022 | 2022 | 2021 | 2021 |
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 5000 5900 6000 6100 6200 6450 6900 7000 7010 7020 7050 7070 7900 7950 8200 8310 8316 8360 836A 8300 8500 9750 9850 |
Operating revenue, net Operating costs Gross operating profit Operating expenses Selling and marketing expenses Administrative expenses Expected credit gains(losses) Total operating expenses Operating losses Non-operating income and expenses Other income Other gains and losses Finance costs Share of (losses)profits of subsidiaries and associates Total non-operating income and expenses Net (loss)income before tax Income tax expenses Net (loss)income Other comprehensive income(loss) Items that will not be reclassified to profit or loss: Unrealized gains on investments in equity instruments at fair value through other comprehensive income on subsidiaries Items that may be reclassified subsequently to profit or loss: Unrealized gains(losses) on investments in debt instruments at fair value through other comprehensive income on subsidiaries Other comprehensive income(loss) for the year, net of income tax Total comprehensive (loss)income for the year Earnings per share (NT $in dollars)Basic (losses)earnings per share Diluted(losses)earningsper share |
22,25 19 19 11 20 18 18 |
$ 21,762 ( 16,295) |
100 (75) |
$ 12,171 ( 8,529) |
100 (70) |
| 5,467 | 25 | 3,642 | 30 | |||
( 5,972 ) ( 17,247 ) 422 |
(27) (79) 1 |
( 2,677 ) ( 17,493 ) ( 307 ) |
(22) (143) (3) |
|||
| ( 22,797) |
(105) | ( 20,477) |
(168) | |||
| ( 17,330) |
(80) | ( 16,835) |
(138) | |||
| 26,112 ( 116,131 ) ( 33 ) ( 277,977 ) |
120 (534) - (1,277) |
2,884 981 - 68,433 |
24 8 - 562 |
|||
| ( 368,029) |
(1,691) | 72,298 |
594 | |||
| ( 385,359 ) ( 2) ) |
(1,771) - |
55,463 ( 3,684 ) |
456 (30) |
|||
| ( 385,361 ) |
(1,771) | 51,779 | 426 | |||
| 6,034 - |
28 - |
- ( 1,045 ) |
- (9) |
|||
| 6,034 | 28 | ( 1,045 ) |
(9) |
|||
| $( 379,327 ) |
(1,743) | $ 50,734 | 417 | |||
| $ (4.70) $ (4.70) |
$ 0.63 $0.63 |
The accompanying notes are an integral part of the parent company only financial statements
(Please refer to independent auditors’ report of G & F Certified Public Accountants on March 24, 2023) Chairman: Chen, Bi hua Manager: Chen, Bi hua Head of Accounting: Lin, Zhi chong
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Fortune Oriental Company Limited
Parent Company Only Statements of Changes in Equity
For the Years Ended December 31, 2022 and 2021
Unit: NT $ thousands
| Item | Capital stock |
Capital surplus |
Retained earnings | Retained earnings | Retained earnings | Otherequity | Total equity | Total equity |
|---|---|---|---|---|---|---|---|---|
| Legal reserve |
Special reserve |
unappropriated earnings (Losses to be compensated) |
Unrealized (losses)gains on financial assets at fair value through other comprehensive income on subsidiaries |
|||||
| Balance as of January 1, 2021 Appropriations of earnings Legal reserve Cash dividends to shareholders Total Net income Other comprehensive loss Total comprehensive income Balance as of December 31, 2021 |
$ 820,080 | $ 61,996 | $ 15,799 | $ 5 | $ 249,639 | $( 1,333 ) |
$ | 1,146,186 |
| - - |
- - |
12,304 - |
- - |
( 12,304 ) ( 32,803 ) |
- - |
( |
- 32,803 ) |
|
| - | - | 12,304 | - |
( 45,107 ) |
- |
( | 32,803 ) |
|
| - - |
- - |
- - |
- - |
51,779 - |
- ( 1,045 ) |
( |
51,779 1,045 ) |
|
| - | - |
- |
- |
51,779 |
( 1,045 ) |
50,734 | ||
| $ 820,080 | $ 61,996 | $ 28,103 | $ 5 | $ 256,311 | $( 2,378 ) |
$ | 1,164,117 | |
| Balance as of January 1, 2022 Appropriations of earnings Legal reserve Cash dividends to shareholders Total Net loss Other comprehensive income Total comprehensive loss From share of changes in equities of subsidiaries Balance as of December 31, 2022 |
$ 820,080 | $ 61,996 | $ 28,103 | $ 5 | $ 256,311 | $( 2,378 ) |
$ | 1,164,117 |
| - - |
- - |
5,178 - |
- - |
( 5,178 ) ( 8,200 ) |
- - |
( |
- 8,200 ) |
|
| - | - | 5,178 | - |
( 13,378 ) |
- |
( | 8,200 ) |
|
| - - |
- - |
- - |
- - |
( 385,361 ) ( 4,820 ) |
- 10,854 |
( |
385,361 ) 6,034 |
|
| - | - |
- |
- |
( 390,181) |
10,854 | ( | 379,327 ) | |
| - | 16,029 |
- |
- |
- |
- |
16,029 | ||
| $ 820,080 | $ 78,025 | $ 33,281 | $ 5 | $ ( 147,248 ) |
$ 8,476 |
$ | 792,619 |
The accompanying notes are an integral part of the parent company only financial statements
(Please refer to independent auditors’ report of G & F Certified Public Accountants on March 24, 2023)
Chairman: Chen, Bi hua
Manager: Chen, Bi hua
Head of Accounting: Lin, Zhi chong
Fortune Oriental Company Limited
Parent Company Only Statements Of Cash Flows
For the Years Ended December 31, 2022 and 2021
Unit: NT $ thousands
| Item | 2022 | 2021 |
|---|---|---|
| Amount | Amount | |
| Cash flows from operating activities (Loss)income before tax Adjustments for : Adjustments to reconcile income(loss) Depreciation expenses Amortization expense Expected credit (reversal)loss Losses(gains) on disposal of financial assets at fair value through profit or loss, net Valuation losses on financial assets at fair value through profit or loss Interest income Interest expense Dividend income Share of loss(profit) of subsidiaries and associates Losses(gains) on foreign exchange, net Changes in operating assets and liabilities : Net changes in operating assets Notes receivable Accounts receivable Accounts receivables from related parties Other receivables Inventories Prepayments Net changes in operating liabilities Notes payable Other notes payable to related parties Accounts payable Other pyables Other payables to related parties Other current liabilities Other non-current liabilities Cash outflow from operations Interest received Dividends received Interest paid Income tax paid Net cash inflow(outflow) from operating activities Cash flows from investing activities Acquisitions of : |
$ ( 385,359 ) 487 150 ( 422 ) 96,092 20,777 ( 51 ) 33 ( 26,362 ) 277,977 52 110 2,728 22 60,583 ( 8,874 ) 20 ( 229 ) 418 1,079 ( 60,562 ) - ( 67 ) - |
$ 55,463 3 - 307 ( 109,811 ) 108,796 ( 14 ) - ( 2,584 ) ( 68,433 ) ( 278 ) 225 ( 4,823 ) ( 22 ) ( 60,577 ) ( 973 ) ( 31 ) ( 1,153 ) 417 855 55,957 ( 16 ) 3 ( 8,722 ) |
| ( 21,398 ) 51 26,362 ( 33 ) ( 3,897 ) |
( 35,411 ) 14 2,584 - ( 6,330 ) |
|
| 1,085 | ( 39,143 ) |
|
(Continued on the next page)
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(Continued from the previous page)
Fortune Oriental Company Limited and Subsidiaries
Parent Company Only Statements Of Cash Flows(continued)
For the Years Ended December 31, 2022 and 2021
Unit: NT $ thousands
| Item | 2022 | 2021 |
|---|---|---|
| Amount | Amount | |
| Property, plant and equipment Intangible assets Financial assets at fair value through profit or loss Proceeds from disposal of : Financial assets at fair value through profit or loss Refund from capital reduction related to financial assets at fair value through profit or loss Refundable deposits paid Net cash inflow from investing activities Cash flows from financing activities Payment of principal of lease liabilities Cash dividends paid Net cash outflow from financing activities Effect of exchange rate changes on cash and cash equivalents Net increase(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
( 512 ) ( 729 ) ( 53,236 ) 66,010 3,594 ( 1,800 ) |
( 106 ) ( 131 ) ( 1,042,824 ) 1,095,947 - - |
| 13,327 | 52,886 | |
| ( 397 ) ( 8,200 ) |
- ( 32,803 ) |
|
| ( 8,597 ) |
( 32,803 ) |
|
| ( 22 ) |
282 |
|
5,793 17,952 |
( 18,778 ) 36,730 |
|
| $ 23,745 | $ 17,952 |
The accompanying notes are an integral part of the parent company only financial statements
(Please refer to independent auditors’ report of G & F Certified Public Accountants on March 24, 2023)
Chairman: Chen, Bi hua Manager: Chen, Bi hua Head of Accounting: Lin, Zhi chong
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Fortune Oriental Company Limited
Notes to Parent Company Only Financial Statements
For the Years Ended December 31, 2022 and 2021 (Unit:NT $ thousands, unless specified otherwise)
1.Company History
Fortune Oriental Company Limited(hereinafter referred to as the “Company”) was incorporated on April 14, 1995. The main business is the agency of electronic components related products, the import and export trade of multimedia information products.
Shares of the Company were listed for trading on Taipei Exchange from February 21, 2000; the Company later received approval to list for trading on Taiwan Stock Exchange Corporation from September 19, 2001 onwards.
2.Date and Procedure for Approval of Financial Statements
The parent company only financial statements were approved by the board of directors on March 24, 2023.
3.Application of New and Revised International Financial Reporting Standards
(1)Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC) and SIC announcements (SIC) (collectively, referred to as “IFRSs” below) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
The initial application of the amendments to the IFRSs endorsed and issued into effect by the FSC did not have a significant effect on the accounting policies of the Company.
- (2)Amendments to the IFRSs issued by International Accounting Standards Board (IASB) and
endorsed by the FSC with effective date starting 2023
| endorsed by the FSC with effective date starting 2023 | |
|---|---|
| Application of New/Amended/Revised Standards and Interpretations Amendments to IAS 1 Regarding “Disclosure of Accounting Policies” Amendments to IAS 8 Regarding “Definition of Accounting Estimates” Amendments to IAS 12 Regarding “Deferred Tax Related to Assets and Liabilities Arising From a Single Transaction” |
Effective Date Issued by IASB(Note1) |
| January 1, 2023 January 1, 2023 January 1, 2023 |
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(3) The IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC
| Application of New/Amended/Revised Standards and Interpretations Amendments to IFRS 10 and IAS 28 Regarding the “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture” Amendments to IFRS 16 “Leases Liability in a Sale and Leaseback” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 “Insurance Contracts” IFRS Amendments to 17 “Initial application of IFRS 17 and IFRS 9 Compare Information” Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 1 “Non-current Liabilities with Covenants” |
Effective Date Issued by IASB (Note 1) |
|---|---|
| Undetermined January 1, 2024(Note 2) January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2024 January 1, 2024 |
Note 1:Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
Note 2:A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and
leaseback transactions entered into after the date of initial application of IFRS 16.
As of the date the accompanying parent company only financial statements were authorized for issue, the Company continues in evaluating the impact on its financial position and financial performance from the initial adoption of the aforementioned standards or interpretations and related applicable period. The related impact will be disclosed when the Company completes its evaluation.
4.Summary of Significant Accounting Policies
(1)Statement of compliance
The parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
(2)Basis of preparation
a.Basis for measurement
The accompanying parent company only financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values, as explained in the accounting policies below.
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When preparing the parent company only financial statements, the Company account for subsidiaries and associates by using the equity method. In order to agree with the amount of net income, other comprehensive income and equity attributable to shareholders of the parent in the consolidated financial statements, the differences of the accounting treatment between the parent company only basis and the consolidated basis are adjusted under the heading of investments accounted for using equity method, share of profit or loss of subsidiaries and associates and related equity items in the parent company only financial statements.
b.Functional currency and presentation currency
The functional currency of the Company is the currency of the main economic environment in which it operates, and the functional currency of the company is NT $ .
(3)Foreign currencies
Foreign currency transactions are converted into the functional currency using exchange rate as at the trade day. Foreign currency-denominated assets and liabilities at the end of the period are converted into the functional currency using exchange rate applicable on that day. Exchange differences arising from settlement or translation of monetary accounts are recognized in profit or loss in the period occurred.
Foreign currency-denominated non-monetary items measured at fair value are converted using exchange rates as at the date of fair value. However, items that have fair value changes recognized in other comprehensive income shall also have exchange differences recognized in other comprehensive income.
Foreign currency-denominated non-monetary items measured at historical cost are converted using exchange rate as of the date of initial transaction. No further conversion is made.
(4)Classification of current and non-current assets and liabilities
Assets that meet one of the following criteria are classified as current assets:
a.Assets held primarily for the purpose of trading.
b.ssets that are expected to be realized within 12 months from the balance sheet date.
c.Cash or cash equivalents, excluding assets restricted from being exchanged or used to settle
a liability for at least 12 months after the balance sheet date.
The Company classifies assets not meeting the aforesaid criteria into non-current assets.
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Liabilities that meet one of the following criteria are classified as current liabilities:
a. Liabilities incurred primarily for the purpose of trading.
b.Liabilities that are expected to be settled within 12 months after the balance sheet date.
- c. Liabilities with a repayment deadline that cannot be unconditionally deferred for at least 12 months after the balance sheet date.
The Company classifies liabilities not meeting the aforesaid criteria into non-current liabilities.
(5)Financial instruments
Financial assets and liabilities shall be recognized when the Company becomes a party to the contractual provisions of the instruments.
Financial assets and liabilities are initially recognized at fair values. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
a. Financial assets
The classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. Regular way purchases or sales of financial assets are recognized and derecognized on a trade date or settlement date basis for which financial assets were classified in the same way, respectively. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
(a)Category of financial assets and measurement
Financial assets are classified into: financial assets at fair value through profit or loss, investments in debt instruments and equity instruments at fair value through other comprehensive income, and financial assets at amortized cost.
Financial assets at fair value through profit or loss
For certain financial assets which include debt instruments that do not meet the criteria of amortized cost or fair value through other comprehensive income, it is
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mandatorily required to measure them at fair value through profit or loss. Any gain or loss arising from remeasurement is recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any interest earned on the financial asset.
Investments in debt instruments at fair value through other comprehensive income
Debt instruments with contractual terms specifying that cash flows are solely payments of principal and interest on the principal amount outstanding, together with objective of collecting contractual cash flows and selling the financial assets, are measured at fair value through other comprehensive income.
Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment gains or losses on investments in debt instruments at fair value through other comprehensive income are recognized in profit or loss. Other changes in the carrying amount of these debt instruments are recognized in other comprehensive income and will be reclassified to profit or loss when these debt instruments are disposed. Investments in equity instruments at fair value through other comprehensive income
On initial recognition, the Company may irrevocably designate investments in equity investments that is not held for trading and not a consideration for business acquisition as at fair value through other comprehensive income.
Investments in equity instruments at fair value through other comprehensive incom are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity.
Dividends on these investments in equity instruments at fair value through other comprehensive incom are recognized in profit or loss when the Compny’s right to receive the dividends is established, unless the Compny’s rights clearly represent a recovery of part of the cost of the investment.
Financial assets at amortized cost
Cash and cash equivalents, debt instrument investments, notes and accounts receivable (including related parties), other receivables and refundable deposits are measured at amortized cost.
Debt instruments with contractual terms specifying that cash flows are solely payments of principal and interest on the principal amount outstanding, together with objective of holding financial assets in order to collect contractual cash flows, are
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measured at amortized cost.
Subsequent to initial recognition, financial assets are measured at amortized cost, which equals to carrying amount determined by the effective interest method less any impairment loss.
(b)Impairment on financial assets
At the end of the period, a loss allowance for expected credit loss is recognized for financial assets at amortized cost (including accounts receivable) and for investments in debt instruments that are measured at fair value through other comprehensive income.
All receivables have loss provisions recognized based on expected credit losses over their duration. For other financial assets, the Company first evaluates whether there is significant increase in credit risk since initial recognition. If there is no significant increase in credit risk, loss provisions are recognized based on 12-month expected credit loss; if there is significant increase in credit risk, loss provisions are recognized based on expected credit loss over the remaining duration.
Expected credit losses are determined as average credit loss weighed against the risk of default. 12-month expected credit losses represent the amount of credit losses that the financial instrument is likely to incur due to default event in the next 12 months, whereas expected credit losses for the remaining duration represent the amount of credit losses that the financial instrument is likely to incur due to all possible default events for the remaining duration.
For the purpose of internal credit risk management, a financial asset is deemed to have defaulted in any of the following circumstances, without considering the presence of collaterals:
˙There is internal or external information to indicate that the debtor is unable to settle outstanding debts.
˙ Debts are not settled past the credit term.
The Company recognizes an impairment loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at fair value through other comprehensive income, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of the financial
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assets.
(c)Derecognition of financial assets
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the financial asset to another entity.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at fair value through other comprehensive income, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at fair value through other comprehensive income, the cumulative gain or loss that had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
b.Financial liabilities
- (a)Recognition and measurement
Except for financial liabilities at fair value through profit or loss, which are measured at fair value, all other financial liabilities are measured at amortized cost using the effective interest method (including notes and accounts payable, other payables).
(b)Derecognition of financial liabilities
When a financial liability is derecognition, the difference between carrying value and the consideration paid (including any non-cash assets transferred or any additional liabilities borne) is recognized through profit or loss.
(6)Inventories
Inventories are stated at the lower of cost or net realizable value; the lower of cost or net realizable value is compared item-by-item, except items within the same category. Net realizable value refers to the estimated selling price less all estimated costs required for completion and all associated marketing expenses under normal circumstances. Inventories are calculated using the weighted average method.
-
(7)Investments accounted for using equity method
-
20 -
Investments accounted for using the equity method include investments in subsidiaries refers to an entity under the control of the Company.
Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company’s share of profit or loss and other comprehensive income of the subsidiary as well as the distribution received. The Company also recognized its share in the changes in the equity of subsidiaries. The parent company only financial statements, the current year profit and loss and other comprehensive profit and loss are the same as those in the consolidated financial statements, the equity attributable to shareholders of the parent is the same.
Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions. Any difference between the carrying amount of the subsidiary and the fair value of the consideration paid or received is recognized directly in equity.
When the Company loses control over a subsidiary, the retained investment in such former subsidiary is remeasured, and the remeasurement is regarded as the fair value of a financial asset on initial recognition. Difference between fair value and carrying amount is recognized in profit or loss. For all amounts previously recognized in other comprehensive income related to said subsidiary, the accounting treatment is on the same basis as if the Company directly disposes of the relevant assets or liabilities.
Unrealised profits or losses on downstream transactions between the Company and its subsidiaries are eliminated to the extent of the Company’s interest in the subsidiaries. The profits or losses arising from the countercurrent and sidestream transactions between the Company and its subsidiaries are recognized in the parent company only financial statements to the extent that they are not related to the Company's interests in the subsidiaries.
(8)Property, plants and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment. Costs include any incremental costs that are directly attributable to the construction, acquisition of the item of property, plant and equipment or borrowing costs eligible for capitalization.
For any property, plant, or equipment that comprises several different components, each major component is treated as a separate property, plant, or equipment if it makes up a material
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part relative to total cost and if use of different depreciation rate or method is deemed more appropriate.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the assets. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the part replaced shall be derecognized. All other amount of repairs and maintenance are recognized as profit or loss during the financial period in which they are incurred.
Except for land which is not depreciated, other property, plant, and equipment are subsequently measured using the cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. If the components of property, plant and equipment are significant, they shall be separately depreciated. Please refer to Note 12 for the useful years of property, plant, and equipment.
Depreciation, useful years, and residual value are reviewed at the end of the period. Any changes will be treated as changes in accounting estimates.
(9)Leases
Leased assets are recognized as right-of-use assets and lease liabilities on the date when they are available for use by the Company.
a.The Company as lessee
The Company recognizes right-of-use assets and lease liabilities from the lease start date for each lease arrangement, except for exempted low-value and short-term leases where expenses are recognized on a straight-line basis over the lease tenor.
Right-of-use assets are measured at cost. The cost of right-of-use assets comprises the initial measurement of lease liabilities adjusted for lease payments and initial direct costs made at or before the commencement date, plus an estimate of costs needed to restore the underlying assets. Subsequent measurement is calculated as cost less accumulated
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depreciation and accumulated impairment loss and adjusted for changes in lease liabilities as a result of lease term modifications or other related factors. Right-of-use assets are presented separately in the parent company only balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are measured at the present value of the lease payments. Lease payments comprise fixed payments, variable lease payments which depend on an index or a rate and the exercise price of a purchase option if the Company is reasonably certain to exercise that option. The lease payments are discounted using the lessee’s incremental borrowing rates.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, a change in future lease payments resulting from a change in an index or a rate used to determine those payments, or a change in the assessment of an option to purchase an underlying asset, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use assets. If, however, the carrying value of right-of-use asset has already been reduced to zero, any subsequent remeasurements are recognized through profit or loss. Lease liabilities are presented on a separate line in the parent company only balance sheets.
Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.
(10)Intangible assets
a.Other intangible assets other than goodwill
Other separately acquired intangible assets with finite useful lives are measured at cost less accumulated amortization and accumulated impairment losses.
b.Amortization
Except for goodwill and intangible assets with undefined useful life, intangible assets are amortized using the straight-line method over the useful life from the time they reach the usable state. Amortizations are recognized in profit or loss.
The method and period of amortization are reviewed at the end of the period. Any
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changes will be treated as changes in accounting estimates.
(11)Impairment of non-financial assets
Other tangible and intangible assets and additional cost for contract establishment
The Company examines the carrying values of these assets for signs of impairment at the end of the period. If signs of impairment are discovered, the Company then estimates each asset’s recoverable amount to determine the amount of impairment to be recognized. If the recoverable amount can not be estimated for a particular asset, the Company will estimate recoverable amount for the entire cash-generating unit. Recoverable amount is the higher between fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate.
If recoverable amount of an asset or cash-generating unit falls below its carrying value, the carrying value of that particular asset or cash-generating unit is reduced to the recoverable amount with impairment losses recognized through profit or loss. When impairment losses are reversed on a later date, the carrying value of corresponding assets or cash-generating units is adjusted upwards to the estimated recoverable amount. However, the increased carrying value shall not exceed the carrying value of the asset or cash-generating unit before impairment losses were recognized. Reversals of impairment loss are recognized through profit or loss in the period occurred.
(12)Liability provisions
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and an outflow of economic benefits is possibly required to settle the obligation.
Provisions are recognized to account for the risk and uncertainty of the Company’s obligations. It represents the best estimate of the cash outflows needed to settle obligations at the end of the period. Where liabilities reserve is estimated based on cash outflows at the time of settlement, its carrying value is calculated as the present value of future cash outflows. (13)Revenue recognition
The Company first identifies performance obligations in a contract it signs with customer, then allocates the transaction sum to various obligations, and recognizes revenue when each obligation is fulfilled.
a.Revenue from sale of merchandise
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The Company sells the electronic components and multimedia information products, and recognizes revenues and accounts receivable at the time products are shipped to customer’s designated location, as the customer then becomes entitled to set price and make use of such product while at the same time bears the main responsibility to resell and assumes obsolescence risks.
The credit period of the Company's sales of goods is 60~120 days. Most contracts are recognized as accounts receivable when the control of the goods is transferred and the right to receive consideration is unconditional. Such accounts receivable is usually short and not significant financial component. The Company also has part of the sale of goods transactions that first collects the consideration from the customer and assumes the obligation to transfer the goods in the future, so it is recognized as a contract liability.
The period during which the above-mentioned contract liabilities of the company are transferred to income usually does not exceed one year, and does not lead to the generation of major financial components, so it is measured at the original amount.
(14)Employee benefits
Liabilities associated with short-term employee benefits are measured at non-discounted amount of cash that the Company expects to pay in exchange for employees’ service.
Contributions to the defined contribution plan are recognized as expenses over the duration of employees’ service.
(15)Income tax
The tax expense for the period comprises current and deferred income taxes. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.
a.Current income tax
Current income tax includes amounts that are calculated based on the current year’s taxable income (or loss), plus any adjustment to income tax payable in previous years.
Income tax on unappropriated earnings is expensed in the year the shareholders approved the appropriation of earnings which is the year subsequent to the year the earnings are generated.
b.Deferred income tax
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Deferred income taxes are measured and recognized based on temporary differences between the carrying value and tax base of an asset or liability at the end of the period. Deferred income tax assets are recognized under the condition that the Company is very likely to generate taxable income in the future to offset deductible temporary differences.
Taxable temporary differences arising from subsidiaries investments are recognized as deferred income tax liabilities, except in cases where the Company is able to control the timing of which temporary differences are reversed, and that such temporary differences are highly likely to be kept from reversing in the foreseeable future. Deductible temporary differences relating to these investments are recognized as deferred income tax assets only to the extent that sufficient taxable income can be earned to realize the temporary differences, and that reversal is expected in the foreseeable future.
Deferred income tax is calculated using the tax rate that is expected to be effective at the time deferred income tax asset or liability is expected to be realized or repaid. In this financial report, the statutory tax rate or substantively enacted tax rate at the end of the period was used for calculation. Deferred income tax liabilities and assets represent tax impacts of the method by which the Company expects to recover or settle the carrying value of its assets and liabilities at the end of the period.
Unused tax losses and tax credits can be carried forward, added to deductible temporary differences, and recognized as deferred income tax assets to the extent that is likely to be offset against taxable income earned in the future. Deferred income tax assets are evaluated at the end of the period. Income tax benefits that are not very likely to be realized will be reduced down to the realizable amount.
5.Critical Accounting Judgments, Assumptions and Key Sources of Estimation Uncertainty
The management is required to make judgments, estimates, and assumptions when preparing the parent company only financial statements. These judgments, estimates, and assumptions may affect the types of accounting policies adopted and amounts of assets, liabilities, income, and expenses reported. The actual outcome may differ from initial estimates.
The management constantly reviews its estimates and assumptions. Impacts from changes in accounting estimates are recognized in the year the changes take place and in future years when impacts materialize.
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(1)Estimated impairment on receivables
The Company estimates impairment loss of receivables by measuring expected credit losses over the remaining duration. Credit loss is determined as the present value of differences between contractual cash flow (carrying value) and expected cash flow collection (after evaluating forward-looking information), but considering that the effect of discounting is insignificant for short-term receivables, credit loss is not measured using present value of differences. Significant impairment losses may arise if actual cash flow falls below expectation in the future.
(2) Liability provisions - lawsuit reserve
The Company evaluates occurrence and cost of lawsuits regularly based on historical experience. Lawsuit reserves are recognized when a lawsuit is very likely to give rise to current obligations and that the amount can be reasonably estimated. Please refer to Note 17.
6.Cash and Cash Equivalents
| Cash and Cash Equivalents | ||
|---|---|---|
Cash on hand Deposits in banks Total |
December 31, 2022 $ 121 23,624 $ 23,745 |
December 31, 2021 |
| $ 60 17,892 |
||
| $ 17,952 |
7.Financial Assets at Fair Value Through Profit or Loss - Current
Financial assets mandatorily at fair value through profit or loss : Equity instrument-current Beneficiary certificates TWSE/TPEX listed stocks Total |
December 31, 2022 $ 22,122 83,255 $ 105,377 |
December 31, 2021 |
|---|---|---|
$ 21,228 217,386 |
||
| $ 238,614 |
As of December 31, 2022 and 2021, none of the financial assets at fair value through profit or loss is pledged as collateral.
8.Notes and Accounts Receivable, Net
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| Notes receivable - non-related parties ccounts receivable - non-related parties Less: Lossallowance Net amount Total |
December 31, 2022 $ 108 421,447 ( 417,018 ) 4,429 $ 4,537 |
December 31, 2021 |
|---|---|---|
| $ 218 | ||
424,192 ( 417,440 ) |
||
6,752 |
||
| $ 6,970 |
The average credit term granted on the sale of merchandise is 60-120 days. Accounts receivable do not calculate interest. The Company rates its main customers based on publicly available financial information and transaction history. The Company persistently monitors credit exposure and counterparties’ credit ratings, and controls counterparty exposure through credit limits that are reviewed and approved by the management.
The Company adopts the simplified approach of IFRS 9 and recognizes loss allowance on accounts receivable based on expected credit losses over the duration (after excluding special cases where 100% of losses have been provided). Expected credit losses for the duration of account are calculated using a provision matrix, which takes into consideration a customer’s default history and current financial position, the current state of industry and economy, GDP forecast, and industry outlook. Since previous credit loss records showed no significant difference in loss pattern across customer groups, the provision matrix did not distinguish between customer groups, but merely used different expected credit loss rates for the number days of the accounts receivable.
If there is evidence to suggest that the counterparty is undergoing severe financial crisis and the recoverable amount can not be reasonably estimated, the Company will directly offset loss allowance against accounts receivable. In which case, the Company will continue collection efforts on the receivables, and any amounts recovered will be recognized through profit or loss.
The amount of loss allowance calculated based on the provision matrix is presented below: (1)December 31, 2022
| Total carrying value Lossallowance Amortized cost |
Not past due | Past due 1-60 days $ 179 ( 32 ) $ 147 |
Past due 61-90 days |
Past due 91-365 days |
Past due over 365 days |
Total |
|---|---|---|---|---|---|---|
| $ 4,522 ( 240 ) |
$ - - |
$ - - |
$ 416,746 ( 416,746 ) |
$ 421,447 ( 417,018 ) |
||
| $ 4,282 | $ - | $ - | $ - | $ 4,429 |
(2)December 31, 2021
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| Total carrying value Lossallowance Amortized cost |
Not past due | Overdue 1- 60 Days |
Past due 61-90 days |
Past due 91-365 days |
Past due over 365 days |
Total |
|---|---|---|---|---|---|---|
| $ 7,206 ( 563 ) |
$ 240 ( 131 ) |
$ - - |
$ - - |
$ 416,746 ( 416,746 ) |
$ 424,192 ( 417,440 ) |
|
| $ 6,643 | $ 109 | $ - | $ - | $ - | $ 6,752 |
Changes in loss allowance on accounts receivable are shown below:
| Changes in lossallowanceon accounts re | ceivable are shown | below: |
|---|---|---|
| Balance, beginning of year Loss allowance (reversal) Balance, end of year |
2022 $ 417,440 ( 422 ) $ 417,018 |
2021 |
| $ 417,132 308 |
||
| $ 417,440 |
9.Other Receivables
| Other Receivables | ||
|---|---|---|
| Securities settlement proceeds receivable Others Less: Loss allowance Total |
December 31, 2022 $ - 8 ( 8 ) $ - |
December 31, 2021 |
| $ 60,583 8 ( 8 ) |
||
| $ 60,583 |
10.Inventories
| Inventories | ||
|---|---|---|
| Merchandise | December 31, 2022 $ 9,860 |
December 31, 2021 |
| $ 986 |
As of December 31, 2022 and 2021, none of inventories is pledged as collateral.
11.Investments Accounted for Using Equity Method Investments in subsidiaries
December 31, 2022
| Subsidiaries Huaxun Venture Capital Co., Ltd. INFOMEDIA INC. INNOTEK PHOTOELECTRIC TECHNOLOGY CORP. Total |
percentage of ownership 99.97% 60.41% 27.81% |
Carrying amount $ 14,015 639,198 20,270 $ 673,483 |
Investment profit(loss) |
|---|---|---|---|
$(3,063 )( 270,217 )(4,697 ) |
|||
$( 277,977 ) |
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| Subsidiaries Huaxun Venture Capital Co., Ltd. INFOMEDIA INC. INNOTEK PHOTOELECTRIC TECHNOLOGY CORP. Total |
December 31, 2021 | December 31, 2021 | December 31, 2021 |
|---|---|---|---|
| percentage of ownership 99.97% 49.48% 27.81% |
Carrying amount $ 17,078 887,351 24,967 $ 929,396 |
Investment profit(loss) |
|
| $ ( 2,101 ) 73,072 ( 2,538 ) |
|||
| $ 68,433 |
- (1)As of December 31, 2022 and 2021, none of investments accounted for using equity method are pledged as collateral.
(2)Subsidiary - INFOMEDIA INC. canceled the recovered shares in 2022. The base date of capital reduction was October 31, 2022. After the capital reduction, the Company's shareholding ratio was 60.41%.
(3)The financial statements of subsidiaries have been audited by CPA. for information on the Company's subsidiaries, please refer to the 2022 of the consolidated financial statements.
12.Property, Plant and Equipment
Cost of equipment Balance at January 1, 2022 Additions Balance at December 31, 2022 Accumulated depreciation and cumulative impairment Balance at January 1, 2022 Depreciation Balance at December 31, 2022 Carrying amounts at December 31, 2022 Cost of equipment Balance at January 1, 2021 Additions Balance at December 31, 2021 Accumulated depreciation and cumulative impairment |
Machinery | Office$210 109 $319 $3 47 $50 $269 Office |
Total |
|---|---|---|---|
$- 299 |
$210 408 |
||
$299 |
$618 |
||
$- 29 |
$3 76 |
||
$29 |
$79 |
||
$270 |
$539 |
||
| Machinery | Total | ||
$- - |
$- 210 |
$- 210 |
|
$- |
$210 |
$210 |
|
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Balance at January 1, 2021 Depreciation Balance at December 31, 2021 Carrying amounts at December 31, 2021 |
Machinery | Office | Total |
|---|---|---|---|
$- - |
$- 3 |
$- 3 |
|
$- |
$3 |
$3 |
|
$- |
$207 |
$207 |
(1)Property, plant and equipment of the Company are depreciated on a straight-line basis over the number of useful years shown below:
Machinery equipment 5 Years Office equipment 5 Years
(2)The Company do not capitalize interest in 2022 and 2021.
(3)The Company's real estate, plant and equipment non-cash transaction investment activities are as follows:
| are as follows: | ||
|---|---|---|
ItemAdditions to property, plant and equipment Net change in other payables Acquisition of real estate, plant and equipment cash payments |
2022 | 2021 |
| $ 408 104 |
$ 210 ( 104 ) |
|
| $ 512 | $ 106 |
(4)None of the above assets of the Company is pledged as collateral as at December 31, 2022 and 2021.
13.Lease Agreements
(1)Right-of-use assets
December 31, 2022 December 31, 2021
| December 31, 2022 | December 31, 2021 | |
|---|---|---|
| Carrying amounts of right-of- use assets : Transportation equipment Addition of right-of-use assets Depreciation expense on right-of-use assets : Transportation equipment |
$ 2,556 2022 $ 2,968 $ 411 |
$ - |
| 2021 | ||
| $ - | ||
$ - |
(2)Lease liabilities
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2022
| Carrying amounts of the lease liabilities: Non-related parties |
Current$972 |
Non-current |
|---|---|---|
$1,599 |
2021 : None 。
The monthly discount rate range for the lease liabilities is as follows:
| Transportation equipment | 2022 0.244% |
2021 |
|---|---|---|
- |
(3)Other lease information
| Other lease information | ||
|---|---|---|
| Item Lease expense for short-term Lease expense for low-value leases Total cash (outflow) from leases |
2022 $ 40 - $ 40 |
2021 |
| $ 36 - |
||
| $ 36 |
14.Prepayments for Investment
| Item Gold Target Fund |
December 31, 2022 $ - |
December 31, 2021 $ - |
|---|---|---|
On June 30, 2004, the Company prepaid US$ 77,750 thousand (equivalent to NT$ 2,624,833) of investment in exchange for 7,775 shares of Gold Target Fund. Price per share of the fund was US$ 10 thousand, and the investment represented a 15% ownership interest. Gold Target Fund had aimed to raise US$ 500,000 thousand of capital in this offering. This fund investment was entered into by former chairman - Mr. Lu, Hsueh-Ren under the authorization of the Company’s board of directors. According to the indictment drafted by prosecutor of Banqiao District Court Prosecutors Office on December 20, 2004, the investment arrangement had been the former chairman’s fraudulent attempt to conceal the use of capital and to obtain proof of capital. No court judgment had been yet determined as of the publication date of the parent company only financial statements, but the Company recognized impairment losses for the entire sum out of conservatism.
15.Other Payables
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Other payables to related parties Other payables to non-related parties : Salary payables Accruals for technical cooperation Securities settlement proceeds payable Others Subtotal Total |
December 31, 2022 $ 13 1,002 7,559 - 2,320 10,881 $ 10,894 |
December 31, 2021 |
|---|---|---|
| $ 13 | ||
2,001 7,559 59,785 2,719 |
||
72,064 |
||
| $ 72,077 |
16.Retirement Benefit Plans
The retirement policy that the Company has established in accordance with the “Labor Pension Act” introduces a defined contribution plan. According to the “Labor Pension Act”, the Company is required to make monthly pension fund contributions at an amount no less than 6% of employee’s monthly salary. The Company has established a set of employee retirement policy according to the “Labor Pension Act”, and makes monthly contributions to employees’ pension fund accounts held with the Bureau of Insurance at 6% of salary.
Pension expenses recognized for the defined contribution plan totaled NT$ 444 in 2022 and NT$ 307 in 2021.
17.Other Non-Current Liabilities
| Other Non-Current Liabilities | ||
|---|---|---|
Estimated litigation settlement losses |
December 31, 2022 $ 8,233 |
December 31, 2021 |
| $ 8,233 |
(1)In 2002 and 2003, the Company engaged Gemini Limited (an overseas underwriter) for the issuance of European convertible bonds (ECB). The underwriting income that Gemini Limited had earned on this transaction was subject to profit-seeking enterprises income tax of NT$ 7,286 under the Taiwan tax laws, and a lawsuit was raised to have the Company pay this sum according to contract terms. On August 17, 2011, Taiwan High Court issued a judgment that required the Company to pay Gemini Limited NT$ 6,933 plus NT$ 1,300 of interests accrued at the statutory rate for a total of NT$ 8,233, which were presented under
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the accounts “Other expense” and “Other non-current liabilities - others.” The Company raised an appeal to Supreme Court on September 13, 2011 , but was rejected on June 5, 2013. (2)On December 14, 2009, Conjunctive Points Properties I,L.P. filed a lawsuit with the Superior Court of California, County of Los Angeles, to claim against the Company for US$ 2,926 thousand in rent plus interest (for which the Company was informed in March 2010). This lawsuit had arisen because Mediacopy Texas, Inc., affiliated enterprise, did not pay rent for the offices leased from February 28, 2005 to December 31, 2007, and that the Company had served as lessee’s guarantor. The Superior Court of California, County of Los Angeles, later issued a judgment on May 23, 2012 that required the Company to pay US$ 2,899 thousand plus US$ 125 thousand of attorney fees for a sum of US$ 3,024 thousand.
On March 5, 2014, Formula Ten Corporation (referred to as Formula below) issued an attestation letter saying that Conjunctive Points Properties I,L.P. had transfered debt claims over to Formula, and therefore requested the Company to settle the amounts owed. On November 25, 2015, Formula reached an agreement with the Company to settle the amount at US$ 400 thousand; a sum of US $50 thousand was paid on November 26, 2015, whereas the remaining balance is payable over 24 monthly installments of US$ 14.58 thousand starting from December 29, 2015.
The Company received executive order from Taiwan Taipei District Court Civil Execution Department (referred to as Court Order below) in relation to the above on March 8, 2016, but due to the claimant - OXFORD INVESTMENTS LIMITED PARTNERSHIP (referred to as OXFORD below) having prohibited Formula from collecting debt and interest from the Company, another order was received from court on November 8, 2017 to withdraw the previous order. Instead, OXFORD later requested for Court Order on November 14, 2017 to seize properties to cover the US$ 306 thousand of debt owed to Formula including execution charges. The Company had since been settling the debt according to the new Court Order.
On December 3, 2020, the Company received a Court Order to issue a payment forwarding instruction as requested by claimant - OXFORD in the civil claim brief dated September 22, 2020, and later completed the payment on January 7, 2021.
As of December 31, 2022 and 2021, the balance of guaranteed liabilities in this case
- 34 -
was NT$ 0.
18.Equity
(1)Capital stock
| Capital stock | ||
|---|---|---|
| Authorized Capital Issued capital |
December 31, 2022 $ 10,000,000 $ 820,080 |
December 31, 2021 |
| $ 10,000,000 | ||
| $ 820,080 |
Changes in the number of issued common shares:
| Balance as of December 31, 2022 Balance as of December 31, 2021 Capital surplus Item Additional paid-in capital Discount on issued capital Difference between the equity price of subsidiary actually acquired or disposed of and the caryying value Changes in ownership equity of subsidiary canceled and reclaimed shares Total |
Shares (thousands) 82,008 82,008 December 31, 2022 $ 4,650 ( 4,650 ) 61,996 16,029 $ 78,025 |
Shares capital |
|---|---|---|
| $ 820,080 | ||
| $ 820,080 | ||
| December 31, 2021 |
||
| $ 4,650 ( 4,650 ) 61,996 - |
||
| $ 61,996 |
(2)Capital surplus
According to the Company's Articles of Incorporation, additional paid-in capital (including common shares issued in excess of par value, corporate bond conversion premium, difference between the equity price of subsidiary actually acquired or disposed of and the caryying value, and treasury share transactions) may be distributed in cash or capitalized into capital stock when the Company is free of cumulative losses. However, capitalization of this surplus is capped at a certain percentage of the Company’s issued capital each year. Furthermore, changes of equity interest in subsidiaries, changes of equity interest in equityaccounted affiliated enterprises, and shareholders’ uncollected and expired dividends can be taken to offset losses but not for any other purpose.
(3)Retained earnings and dividend policy
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According to the Company's Articles of Incorporation, if there are earnings in the annual final accounts, the Company shall pay taxe first and compensate the accumulated losses; appropriate 10% of the balance for legal reserve, but this does not apply when the legal reserve has reached the amount of the Company's total capital. Subsequently, the Company shall make an appropriation for or reverse the special reserve in accordance with the law. Then, if there are still earnings, together with the undistributed earnings accumulated from the beginning of the same period, the board of directors shall put forth an earnings distribution proposal for the resolution by the shareholders' meeting before distribution. Please refer to Note 30(2) - Employee benefit and profit-sharing policy for rules concerning employee and director remuneration stated in the Company's Articles of Incorporation.
The Company’s dividend policy has been established to accommodate current and future development plans after taking into consideration the investment environment, capital requirement, domestic/foreign competition, and shareholders’ interests. No less than 5% of distributable earnings shall be paid as dividend each year, but the Company may decide to withhold earnings if the amount of cumulative distributable earnings is less than the issued capital. Dividends can be paid in cash or in shares, with cash dividends amounting to no less than 10% of total dividends.
The above earnings appropriation proposals shall be raised for resolution and acknowledgment during the annual general meeting held in the following year.
According to The Company Act, companies are required to make legal reserve at 10% of after-tax profit until the balance of legal reserve equals paid-up capital. The Company may distribute legal reserve in cash or in shares in the absence of cumulative losses, subject to resolution in a shareholders meeting; however, only the amount of legal reserve that exceeds 25% of paid-up capital is distributable.
Earnings appropriation proposals for 2021 and 2020 were passed during the annual shareholders meeting held on June 17, 2022 and August 27, 2021, respectively. Details of the earnings appropriation proposals were as follows:
Earnings appropriation
| Legal reserve |
2021 $ 5,178 |
2020 |
|---|---|---|
| $ 12,304 |
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From the distributable earnings concluded for 2021 and 2020, the Company distributed NT$ 8,200 and NT$ 32,803 to shareholders, which represented cash dividends of NT$ 0.1(in dollars) and NT$ 0.4(in dollars) per share, respectively.
(4)Other equity
| Item January 1 Losses on disposal of debt instruments measured at fair value through other comprehensive income on subsidiaries were transferred to retained earnings Unrealized gains(losses) on valuation of financial assets at fair value through other comprehensive income on subsidiaries December 31 |
2022 $ ( 2,378 ) 4,820 6,034 $ 8,476 |
2021 |
|---|---|---|
| $ ( 1,333 ) - ( 1,045 ) |
||
| $ ( 2,378 ) |
Other equity, as mentioned above, include changes in other equity of the Company and subsidiaries that had recognized proportionally based on ownership percentage.
19.Non-Operating Income and Expenses
(1)Other Income
| Other Income | ||
|---|---|---|
| Interest income Other income - others Total |
2022 $ 51 26,061 $ 26,112 |
2021 |
| $ 14 2,870 |
||
| $ 2,884 |
(2)Other gains and losses
| Other gains and losses | ||
|---|---|---|
| (Losses)gains on disposal of financial assets at fair value through profit or loss Valuation losses on financial assets at fair value through profit or loss Net gains(losses) on currency exchange Other losses Total |
2022 $ ( 96,092 ) ( 20,777 ) 782 ( 44 ) $ ( 116,131 ) |
2021 |
| $ 109,811 ( 108,796 ) ( 12 ) ( 22 ) |
||
| $ 981 |
20.Income Tax Expenses
(1)Income tax recognized in profit or loss
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| Current income tax expenses Deferred income tax expenses : Occurrence(reversal) of temporary differences Income tax expenses |
2022 $ - 2 $ 2 |
2021 |
|---|---|---|
| $ 3,897 ( 213 ) |
||
| $ 3,684 |
Reconciliation of income tax expenses and profit or loss before tax:
| Item Net (loss)income before tax Income tax expense at the statutory rate Tax effect of adjusting items Occurrence(reversal) of temporary differences Losses carried forward A surtax on undistributed earnings Income tax expenses recognized in profit or loss |
2022 $ ( 385,359 ) $ ( 77,072 ) 77,788 7 ( 721 ) - $ 2 |
2021 |
|---|---|---|
| $ 55,463 | ||
| $ 11,093 ( 10,354 ) ( 5 ) ( 947 ) 3,897 |
||
| $ 3,684 |
(2)Income tax expenses recognized in other comprehensive income
The Company recognized NT$ 0 of income tax expenses in other comprehensive income in 2022 and 2021.
- (3)Deferred income tax liabilities
Below are changes in deferred income tax liabilities:
| 2022 Deferred income tax liabilities Temporary differences : Unrealized gains on exchange 2021 Deferred income tax liabilities Temporary differences : Unrealized gains on exchange |
January 1 | Recognized in profit or loss |
December 31 |
|---|---|---|---|
| $ 2 | $ 2 | $ 4 | |
| January 1 | Recognized in profit or loss |
December 31 | |
| $ 215 | $ ( 213) | $ 2 |
- 38 -
(4)Summary of unused losses carried forward :
| Year occurred 2013 2014 2015 2016 2017 2018 2019 Total |
Amount of loss $ 152,742 112,573 27,123 5,078 41,718 5,714 15,487 $ 360,435 |
Final year deductible |
|---|---|---|
2023 2024 2025 2026 2027 2028 2029 |
(5)Items not recognized as deferred income tax assets
As of December 31, 2022 and 2021, the aggregate deductible temporary differences for which no deferred income tax assets had been recognized amounted to NT$ 2,350,027 and NT$ 2,353,545, respectively.
(6)Income tax declarations
Income tax declarations were approved until 2020 by the Tax Bureau for the Company as at December 31, 2022.
21.Earnings Per Share
| Earnings Per Share | |||
|---|---|---|---|
| Basic and diluted losses per share: Net loss available to common shareholders of the parent Basic and diluted earnings per share: Net income available to common shareholders of the parent |
2022 | ||
| Net loss | Number of Shares (Denominator) (thousand shares) |
Losses per share (in dollars) |
|
| $ ( 385,361 ) | 82,008 |
$ ( 4.70 ) |
|
| 2021 | |||
| Net income | Number of Shares (Denominator) (thousand shares) |
Earnings per share (in dollars) |
|
$ 51,779 |
82,008 | $ 0.63 |
22.Employee benefit, depreciation and amortization expenses
(1)Depreciation and amortization expenses
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| Property, plant, and equipment Intangible assets Right-of-use asset Total Summary of depreciation and amortization expenses by function : Operating expenses (2)Employee benefit expenses Post-employment benefits (Note 16) : Defined contribution plan Other employee benefits Total employee benefit expenses Summary of other employee benefit expenses by function : Operating expenses |
2022 $ 76 150 411 $ 637 $ 637 2022 $ 444 13,051 $ 13,495 $ 13,495 |
2021 |
|---|---|---|
| $ 3 - - |
||
| $ 3 | ||
| $ 3 | ||
| 2021 | ||
| $ 307 9,779 |
||
| $ 10,086 | ||
| $ 10,086 |
a.The Company employed the average of 20 employees in 2022 and 16 employees in 2021;
the number of directors without concurrent role as employee was 6 in both years.
b.Information on employees’ and directors’ remuneration
The amount of profit after accumulated losses compensated but before tax and employee or director remuneration is subject to the following distributions at the percentages stated in the Articles of Incorporation:
| Remuneration: Employees Directors |
2022 No lower than 1% No higher than 3% |
2021 |
|---|---|---|
| No lower than 1% No higher than 3% |
The Company’s net loss in 2022, so employees’ and directors’ remuneration are not estimated, the amounts of employee and director remuneration estimated using the above percentages for 2021 was later resolved during the board of directors meeting held on March 25, 2022, and a final decision was made to allocate 1% for employee remuneration and 1% for director remuneration.
- 40 -
Details are as follows:
| Employees’ remuneration Directors’ remuneration Total employee benefit expenses |
2022 $ - - $ - |
2021 |
|---|---|---|
| $ 566 566 |
||
| $ 1,132 |
If the amount changes after annual parent company only financial statements are approved and announced to the public, the difference will be treated as a change of accounting estimate and recognized as a gain or loss in the following year.
Please visit “Market Observation Post System” for more information regarding employee/director remuneration resolved during the Company’s board of director meetings for 2022 and 2021.
23.Capital Management
The Company exercises capital management to ensure business continuity and to maintain capital structure at the optimal level that maximizes shareholders’ value. The Company has maintained the same strategy from the previous year; its capital structure comprises equity attributable to owners of parent company (including capital stock, capital surplus, retained earnings, and other equity). The Company conducts regular reviews to determine whether the Company’s capital structure is appropriate; these reviews address the costs and risks associated with various types of capital. As per suggestion of the management, the Company currently adopts a centralized capital allocation approach for enhanced capital management.
24.Financial Instruments
(1)Fair value information
a.Financial assets and liabilities not measured at fair value
In the management’s opinion, all financial assets and liabilities that are not measured at fair value have been presented on the parent company only balance sheets at carrying values that resemble their fair values. Liquid financial instruments (including cash and cash equivalents, receivables, and payables) mature within one year and therefor have carrying values that closely resemble their fair values. Non-liquid financial instruments (including
- 41 -
refundable and guarantee deposits) have carrying values that closely resemble their fair values due to the insignificant effect of discounting, or because that the floating rate is reflective of the market condition and credit rating of the Company.
b.Fair value measurement for balance sheet
According to IAS, the Company may classify financial instruments by the types of input used for fair value measurement into the following three categories:
-
Level 1:Financial instruments that are openly quoted in an active market, and have fair values measured using market value as of the parent company only balance sheets date.
-
Level 2:Financial instruments that do not have level 1 class, and have fair values measured using data that is directly observable (price) or indirectly observable (inferred from price).
-
Level 3:Financial instruments that do not belong to either of the above two, and have fair values measured using non-observable market data. The chart below explains how fair value of financial instrument is measured after initial recognition; the measurement method is distinguished between levels 1-3 class based on availability of observable data.
-
c.Valuation techniques and assumptions used in the measurement of fair value of financial assets and financial liabilities are determined in the following manner:
-
(a)Financial assets and financial liabilities that involve standardized terms and conditions and are traded in open markets shall have fair values determined using market quotation. If no indicative market value is available, fair value shall be estimated using the valuation approach. Estimates and assumptions used in the Company’s valuation approach are consistent with the estimates and assumptions adopted by other market participants when pricing the underlying financial instruments.
-
(b)Derivative instruments that are openly quoted in an active market shall have fair value determined at the openly quoted price. If no market price is available for reference, nonoption derivatives shall have fair value determined based on discounted cash flows using yield curve that matches the duration of the derivative, whereas option derivatives shall have fair value determined using an option pricing model. Estimates and assumptions
-
42 -
used in the Company’s valuation approach are consistent with the estimates and assumptions adopted by other market participants when pricing the underlying financial instruments.
- (c) Where valuation involves the use of level 3 class fair value, the Company assigns its Finance Department to validate fair value of each financial instrument using independently sourced data so that the outcome of valuation is closely relevant to market conditions. The Finance Department ensures that data is sourced from independent and reliable sources, and is consistent compared to other sources of data while being representative of the true price. All valuation models are calibrated, back-tested and updated regularly; adjustments are made to the required inputs, data, and fair value as deemed necessary to ensure that the outcome of valuation is reasonable.
| Financial assets at fair value through profit or loss : TWSE/TPEX listed stocks Beneficiary certificates Total Financial assets amortized at cost Financial liabilities amortized at cost Financial assets at fair value through profit or loss : TWSE/TPEX listed stocks Beneficiary certificates Total Financial assets amortized at Cost Financial liabilities amortized at cost |
December | 31, 2022 | ||
|---|---|---|---|---|
| Level 1 $ 83,255 22,122 $ 105,377 $ - $ - |
Level 2 | Level 3 $ - - $ - $ 30,082 $ 19,184 31, 2021 |
Total | |
| $ - - |
$ 83,255 22,122 |
|||
| $ - | $ 105,377 | |||
| $ - | $ 30,082 | |||
| $ - | $ 19,184 | |||
| December | ||||
| Level 1 $ 217,386 21,228 $ 238,614 $ - $ - |
Level 2 | Level 3 $ - - $ - $ 85,527 $ 79,086 |
Total | |
| $ - - |
$ 217,386 21,228 |
|||
| $ - | $ 238,614 | |||
| $ - | $ 85,527 | |||
| $ - | $ 79,086 |
There was no transfer between Level 1 and Level 2 fair value measurements in
2022 and 2021.
- 43 -
(2)Categories of financial instrument
| Categories of financial instrument | ||
|---|---|---|
Financial assets Financial assets at fair value through profit or loss- current Financial assets amortized at cost (current and non-current) (Note 1) Total Financial liabilities Financial liabilities amortized at cost (current and non-current) (Note 2) |
December 31, 2022 $ 105,377 30,082 $ 135,459 $ 19,184 |
December 31, 2021 |
| $ 238,614 85,527 |
||
| $ 324,141 | ||
| $ 79,086 |
Note 1:Includes cash and cash equivalents, receivables (including related parties) and refundable deposits.
Note2: Includes payables (including related parties).
(3)Purpose and policy of financial risk management
The Company places particular emphasis on the control of financial risks, and conducts timely and effective tracking and management of market risk, credit risk, and liquidity risk to ensure that the Company has access to adequate and low-cost working capital and is able to minimize the adverse impacts that market uncertainty has on the Company.
All of the Company’s main financial activities are reviewed by the board of directors according to internal policies and control systems. The Finance Department observes areas of responsibility and financial risk management procedures when executing financial plans, whereas internal auditor review internal compliance with rules and exposure limits on a regular basis. Furthermore, the Company does not engage in any speculative trading of financial instruments (including financial derivatives). a.Market risk
(a) Exchange rate risk
Some of the Company’s business activities involve the use of non-functional currencies, the main functional currency is NT $ . Because the impact of exchange rate fluctuations is minimal, no significant exchange rate risk is expected to occur. Sensitivity analysis
The Company is mostly susceptible to changes in the US $ exchange rate; the effects are explained below.
- 44 -
The following table is a sensitivity analysis showing the effect when NT $ (the functional currency) strengthens/weakens against US $ by 5% The sensitivity analysis indicates the amount of increase in profit before tax if NT $ was to weaken against US $ by 5% at the end of the period; if NT $ was to strengthen against US $ by 5%, the effect on profit before tax would be a negative figure of the same amount or opposite effect at loss. The sensitivity analysis covers cash and cash equivalents, accounts receivable, and accounts payable.
| accounts payable. | ||
|---|---|---|
| Gain/Loss | Effects of exchange rate variation(US $) |
|
| 2022 $ 126 |
2021 | |
| $ 239 |
(b)Interest Rate Risk
Interest rate risk refers to risk of fair value change and cash flow change to a financial instrument following a change of market interest rate.
The carrying value of financial assets and liabilities susceptible to interest rate risks as at the parent company only balance sheet date is presented below:
Risk of cash flow changes due to interest rate : Financial assets |
December 31, 2022 $ 23,624 |
December 31, 2021 |
|---|---|---|
| $ 17,892 |
Sensitivity analysis
Sensitivity analysis on interest rate risk is conducted by calculating cash flow changes using floating interest rate as at the end of the period, while assuming a 10-basis point increase in a given year. The effect on profit and loss is explained below:
Effect of interest rate variation
| Gain/Loss |
2022 $ 24 |
2021 |
|---|---|---|
| $ 18 |
b.Credit risk
Credit risk refers to the risk of financial loss the Company may incur due to its customers being unable to fulfill contractual obligations. Credit risk mainly arises from customers’ accounts receivable. The Company transacts with reputable counterparties and monitors credit exposures as well as counterparties’ credit rating persistently. There was no
- 45 -
significant concentration of transactions in any single customer or transaction counterparty.
25.Related Party Transactions
- (1)Name of related party and relationship
Relationship with Name of related party the Company INFOMEDIA INC. Subsidiary INNOTEK PHOTOELECTRIC Subsidiary TECHNOLOGY CORP. Chairman and director Key management Sun Deco Investment Ltd. Other related party
- (2)Significant transactions with related parties
a.Sales
| a.Sales | ||
|---|---|---|
| Subsidiary b.Operating expenses Rental expenses Other related party Postage fees Subsidiary Other expenses Subsidiary |
2022 $ 72 2022 $ 36 $ 75 $ 11 |
2021 |
| $ 21 | ||
| 2021 | ||
| $ 36 | ||
| $ 75 | ||
| $ 5 |
The Company leases offices from other related party. The content of the lease is determined by agreement between the two parties. The rent is paid on a monthly basis in accordance with the lease. The relevant rental expenses are listed as operating expenses.
c.Assets and liabilities transactions
| Accounts receivable Subsidiary Other nores payable Key management Other payables Subsidiary |
2022 $ - $ 3,523 $ 13 |
2021 |
|---|---|---|
| $ 22 | ||
| $ 3,104 | ||
$ 13 |
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d.Endorsement/guarantee: Please refer to table 1 for details on related party endorsement and guarantee.
(3)Compensation of key management personnel
Sum of compensation to directors and other members of executive management:
| Short-term employee benefits | 2022 $ 3,558 |
2021 |
|---|---|---|
| $ 4,659 |
26.Pledged(Mortgage) Assets: N/A.
27.Significant Contingent Liabilities and Unrecognised Contract Commitments
(1)Regarding the violation of the Securities Exchange Law by the former person in charge of the Company, Mr. Hsieh, Han-Chin, etc., the Supreme Court’s 2021 Taishang No. 5982 judgment was confirmed on the case, which aims to reveal the Supreme Court’s decision to uphold the original judgment: " Mr. Hsieh, Han-Chin was a director duty of care as a good manager should not have followed the sales structure arranged by Mr. Luo, Fu-Chu for disposing of the factory in this case. As a result, the Company could only collect NT$ 480,000 for the transaction price, instead of the NT$ 550,000 that should be paid for the actual sale to Hengtong Company. So that Mr. Luo, Fu-Chu obtained the NT$ 70,000 that should have belonged to the Company. It was fully recognized that the price difference of NT$ 70,000 obtained by Mr. Luo, Fu-Chu has indeed caused significant damage to the Company, and it was an unprofitable and unconventional transaction." The Company had filed a lawsuit for civil damages against the above-mentioned parties involved in the above-mentioned damages, requesting to pay the Company NT$ 70,000 and related statutory interest jointly and severally, so as to protect the rights and interests of the Company and shareholders.
Regarding the above transaction, the Company received a notice from the civil court of the Taipei District Court in Taiwan in early April 2012, and the Investors Protection Center filed a lawsuit against the former person in charge of the Company, the Company, the directors and the supervisors to compensate investors for damages. The requested amount was NT$ 83,304 and the interest calculated at 5% per annum until the date of repayment. In this case, the Company had signed a settlement agreement with the Investors Protection Center on February 14, 2014 to reach a settlement, and the Investors Protection Center had
- 47 -
withdrawn the lawsuit with the Taipei District Court in Taiwan on March 21, 2014. The Company had completed the settlement agreement.
The case was rejected by the Taiwan Taipei District Court on April 12, 2016, and the application for false execution was rejected. The Investors Protection Center appealed to the Taiwan High Court on May 3, 2016, and the appeal amount was reduced to NT$ 72,031, the Taiwan High Court ruled on May 31, 2017 to reject the appeal, and the Investors Protection Center appealed to the Supreme Court on June 23, 2017, and the Supreme Court pronounced on January 31, 2019: the original judgment was abolished , sent back to the Taiwan High Court; on December 7, 2021, the Taiwan High Court still rejected the appeal of the Investors Protection Center, and the Investors Protection Center appealed to the Supreme Court, and the Supreme Court on March 9, 2023 "2022, Taishang No. 1045" ruled to reject the appeal of the Investors Protection Center, and the case was finalized.
(2)Please refer to Note 17(2) for details of guarantee liabilities pertaining to the lawsuit that Conjunctive Points Properties I,L.P. filed with the Superior Court of California, County of Los Angeles, on December 14, 2009 to claim against the Company for US$ 2,926 thousand in rent plus interest.
-
(3)On January 10, 2007, the Company received correspondence from KOREA EXCHANG BANK, a lender for New Star Digital, which was an investee of Global Solutions Holdings Ltd., with the intention to claim against the Company’s US$ 10,000 thousand guarantee to New Star Digital. The Company had not received legal documents pertaining to this claim as of December 31, 2022, and was therefore temporarily free of responsibilities to pay.
-
(4)As of December 31, 2022 and 2021, the Company had offered NT$ 785,734 and NT$ 737,357 of financial guarantee, respectively, to external parties. Refer to Table 1 for details.
28.Others
The Company has no major donation expenditures in 2022 and 2021.
29.Supplementary Disclosures
-
(1)Information on significant transactions:
-
a.Loans to others: N/A.
-
b.Endorsements/guarantees provided to others. (Table 1)
-
48 -
-
c.Marketable securities held at the end of the period. (excluding investment subsidiaries and affiliated companies) (Table 2)
-
d.Marketable securities acquired or sold amounting to at least NT$ 300 million or 20% of the paid-in capital. (Table 3)
-
e. Acquisition of real estate amounting to at least NT$ 300 million or 20% of the paid-in capital: N/A.
-
f.Disposal of real estate amounting to at least NT$ 300 Million or 20% of the paid-in capital:
-
N/A.
-
g.Total purchases from or sales to related parties amounting to at least NT$ 100 million or 20% of the paid-in capital: N/A.
-
h.Receivables from related parties amounting to at Least NT$ 100 million or 20% of the paidin capital: N/A.
-
i.Trading in derivative instruments: N/A.
-
(2)Information on investees. (Table 4)
-
(3)Information on investments in mainland China: N/A.
-
(4)Information on major shareholders:names of shareholders with more than 5% ownership
-
interest, the number and percentage of shares held. (Table 5)
30.Segment Information
Please refer to the consolidated financial statement in 2022 for details.
- 49 -
Table 1
Endorsements/guarantees provided to others:
Unit: NT $ thousands
| Unit: NT | $thousands |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Endorser /guarantor |
Party being endorsed/guaranteed | Limit on endorsements/ guarantees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2022 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2022 (Note 5) |
Actual amount drawn down |
Amount of endorsements/ guarantees secured with collateral |
Ratio of accumulated endorsements/ guarantees amount to net asset value of the Endoreser/guara ntor company |
Ceiling on tatal amount of endorsements/ guarantees provided (Note 3) |
Provision of Endorsements/ guarantees by parent company to subsidiary |
Provision of Endorsements/ guarantees by subsidiary to parent company |
Provision of Endorsements/ guarantees to the party in Mainland China |
|
| Company name | Relationship (Note 2) |
||||||||||||
| 0 | The Company | New Star Digital Inc. | 1 | 7,116,282 (Note 8) |
785,734 | 785,734 | 785,734 | - | 99.37% | 11,860,470 ( 註8) |
No | No | No |
-
Note 1: The serial number column is explained below:
-
(1) The Company is ' 0 '.
-
(2) The subsidiaries are numbered in order 1 starting from ' 1 '.
-
Note 2: Relationship between the endorser/guarantor and the party being endoresd/guaranteed is classified into the following 7 catagories; fill in the number of category each case belongs to: (1) Having business relationship.
-
(2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.
-
(3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.
-
(4) The endorser/guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed/guaranteed company.
-
(5) Mutual guarantee of the trade made by the endorsed / guaranteed company or joint contractor as required under the construction contract.
-
(6) Due to joint venture, all shareholders provide endorsements / guarantees to the endorsed / guaranteed company in proportion to its ownership.
-
(7) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act.
-
Note 3: Specify the Company’s single-party and overall endorsement/guarantee limits as mentioned in the external party endorsement/guarantee procedures. Explain in the remarks field how the singleparty and overall endorsement/guarantee limits are calculated.
-
Note 4: Represents the highest balance of endorsements/guarantees made to external parties during the year.
-
Note 5: Represents board-approved amount. If the Chairman has been authorized by the board of directors to make decisions according to Subparagraph 8, Article 12 of Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, the column shall represent Chairman-approved amount.
-
Note 6: Represents the actual amount utilized by the guaranteed/endorsed within the endorsement/guarantee limit.
-
Note 7: Specify “Y” only for: endorsement/guarantee from a TWSE/TPEX listed parent to a subsidiary, endorsement/guarantee from a subsidiary to a TWSE/TPEX listed parent, or endorsement/guarantee to the Mainland area.
-
Note 8: The Company established its own set of “Endorsement and Guarantee Policy” with board of directors’ approval on April 25, 2013, which was later approved through shareholders’ resolution during the meeting held on June 11, 2013. According to the policy, the sum of endorsements/guarantees to external parties shall not exceed 1,500% of the Company’s net assets, as shown in the latest financial statements, whereas endorsements/guarantees to any single external party is capped at 900% of the Company’s net assets, as shown in the latest financial statements.
-
Note 9: The Company had granted NT$ 785,734 of endorsements/guarantees to external parties as of December 31, 2022.
Table 2
Marketable securities held at the end of the period:
Unit: NT $ thousands/shares
Unit: NT$tho |
Unit: NT$tho |
Unit: NT$tho |
Unit: NT$tho |
usands/sh | ||||
|---|---|---|---|---|---|---|---|---|
| Securities held by | Marketable securities(Note 1) | Relationship with the securities issuer (Note 2) |
General ledger account |
Ending balance | Remarks (Note 4) |
|||
| No. of shares |
Carrying value (Note 3) |
Ownership (%) |
Fair value | |||||
| The Company | Fuh Hwa Guardian Fund | None | Financial assets at fair value through profit or loss-current | 1,150,655 | 22,122 |
- |
22,122 |
|
| The Company | Shares of HU LANE ASSOCIATE INC. | None | Financial assets at fair value through profit or loss-current | 100,000 | 14,450 |
0.1% |
14,450 |
|
| The Company | Shares of EVERGREEN MARINE CORPORATION (TAIWAN) LTD. |
None | Financial assets at fair value through profit or loss-current | 239,600 | 39,055 |
0.01% |
39,055 |
|
| The Company | Shares of KINIK COMPANY | None | Financial assets at fair value through profit or loss-current | 100,000 | 10,550 |
0.07% |
10,550 |
|
| The Company | Shares of Unimicron Technology Corp. | None | Financial assets at fair value through profit or loss-current | 160,000 | 19,200 |
0.01% |
19,200 |
|
| Huaxun Venture Capital Co., Ltd |
Shares of Aetas Technology Incorporated | None | Financial assets at fair value through other comprehensive income-noncurrent |
468,750 | - |
1.23% |
- (Note 5) |
|
| Huaxun Venture Capital Co., Ltd |
Shares of Integrated Memory Incorporated | None | Financial assets at fair value through other comprehensive income-noncurrent |
100,000 | - |
1.15% |
- (Note 5) |
|
| Huaxun Venture Capital Co., Ltd |
Shares of BroadRiver Commuatuons Inc. | None | Financial assets at fair value through other comprehensive income-noncurrent |
142,045 | - |
1.4% |
- (Note 5) |
|
| INFOMEDIA INC. |
Shares of United Microelectronics Corporation | None | Financial assets at fair value through profit or loss-current | 3,709,000 | 150,956 |
0.03% |
150,956 |
|
| INFOMEDIA INC. |
Shares of EVERGREEN MARINE CORPORATION (TAIWAN) LTD. |
None | Financial assets at fair value through profit or loss-current | 650,000 | 105,950 |
0.03% |
105,950 |
|
| INFOMEDIA INC. |
Shares of Yageo Corporation | None | Financial assets at fair value through profit or loss-current | 246,736 | 111,278 |
0.06% |
111,278 |
(Continued next page)
(Continued from previous page)
| Securities held by | Marketable securities(Note 1) | Relationship with the securities issuer (Note 2) |
General ledger account |
Ending balance | Remarks (Note 4) |
|||
| No. of shares |
Carrying value (Note 3) |
Ownership (%) |
Fair value |
|||||
| INFOMEDIA INC. |
Shares of Wan Hai Lines Ltd. | None | Financial assets at fair value through profit or loss-current | 400,000 | 32,040 |
0.01% |
32,040 |
|
| INFOMEDIA INC. |
Shares of Federal Corporation | None | Financial assets at fair value through profit or loss-current | 70,000 | 1,400 |
0.01% |
1,400 |
|
| INFOMEDIA INC. |
Shares of Nan Ya PCB Corporation | None | Financial assets at fair value through profit or loss-current | 280,000 | 63,560 |
0.04% |
63,560 |
|
| INFOMEDIA INC. |
Shares of Taiwan Semiconductor Co., Ltd. | None | Financial assets at fair value through profit or loss-current | 300,000 | 22,260 |
0.11% |
22,260 |
|
| INFOMEDIA INC. |
Shares of Unimicron Technology Corp. | None | Financial assets at fair value through profit or loss-current | 250,000 | 30,000 |
0.02% |
30,000 |
|
| INFOMEDIA INC. |
Shares of PAN-INTERNATIONAL INDUSTRIAL CORP. |
None | Financial assets at fair value through profit or loss-current | 1,500,000 | 55,950 |
0.29% |
55,950 |
|
| INFOMEDIA INC. |
Shares of GENIUS ELECTRONIC OPTICAL CO., LTD. |
None | Financial assets at fair value through profit or loss-current | 20,000 | 6,710 |
0.02% |
6,710 |
|
| INFOMEDIA INC. |
Shares of HU LANE ASSOCIATE INC. | None | Financial assets at fair value through profit or loss-current | 50,000 | 7,225 |
0.05% |
7,225 |
|
| INFOMEDIA INC. |
Shares of KINIK COMPANY | None | Financial assets at fair value through profit or loss-current | 200,000 | 21,100 |
0.14% |
21,100 |
|
| INFOMEDIA INC. |
Shares of Pharma Essentia Corp. | None | Financial assets at fair value through other comprehensive income-noncurrent |
100,000 | 38,160 |
0.03% |
38,160 (Note 6) |
|
| INFOMEDIA INC. |
Xin-Chuan-Gan Capital Limited Partnership Private Equity Fund |
- | Financial assets at fair value through other comprehensive income-noncurrent |
- | 7,500 |
- |
7,500 |
(Continued next page)
(Continued from previous page)
| Dajixiang International Construction Co., Ltd |
KGI Taiwan Premium Selection High Dividend 30 ETF |
None | Financial assets at fair value through profit or loss-current | 400,000 | 6,072 |
- |
6,072 |
Note 1: Securities mentioned in this table shall refer to shares, bonds, beneficiary certificates, and any securities derived from the above, as specified in IAS 39 “Financial Instruments.” Note 2: Not required if the securities issuer is a non-related party.
Note 3: For items that are measured at fair value, the amount of fair value after adjustment and net of cumulative impairment is shown in the carrying value column; for items that are not measured at fair value, the amount of original acquisition cost or cost after amortization net of cumulative impairment is shown in the carrying value column.
Note 4: All securities that have been placed as collateral, borrowed against, or are subject to restrictions under agreed terms shall have details such as the quantity pledged, the amount charged, and restrictions explained in the remarks column.
Note 5: Financial statements are no longer available.
Note 6: INFOMEDIAINC. acquired 100,000 shares of privately placed common shares of Pharma Essentia Corp. in May 2022. Except for the transfer in accordance with Article 43-8 of the Securities Exchange Law, this shareholding cannot be freely transferred within 3 years of acquisition, and its rights and obligations. The same as the publicly issued common stock, at the end of the period, the valuation adjustment is calculated based on the closing price on December 31, 2022 after deducting the liquidity discount.
Table 3
Marketable securities acquired or sold amounting to at least NT$ 300 million or 20% of the paid-in capital:
Unit: NT $ thousands/thousand shares (unless specified otherwise)
| Trading company |
Type and name of securities (Note 1) |
General ledger account | Counterparty (Note 2) |
Relationship (Note 2) |
Beginning Balance |
Beginning Balance |
Acquired (Note 3) | Acquired (Note 3) | Sold | Sold | End of Period Number of shares (thousands) Amount 3,709 150,956 650 105,950 400 32,040 |
Remarks | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares (thousands) |
Amount | Number of shares (thousands) |
Amount | Number of shares (thousands) |
Amount | Book cost |
(Losses) Gains on Disposal |
Number of shares (thousands) |
||||||
| INFOMEDIA INC. INFOMEDIA INC. INFOMEDIA INC. |
United Microelectronics Corporation EVERGREEN MARINE CORPORATION (TAIWAN) LTD. Wan Hai Lines Co.,Ltd. |
Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current |
- - - |
- - - |
1,014 4,204 2,000 |
65,910 599,070 397,000 |
3,095 600 600 |
164,235 91,500 95,850 |
400 2,954 2,455 |
15,680 396,056 271,011 |
20,235 314,820 446,440 |
(4,555) 81,236 (175,429) |
3,709 650 400 |
- (Note 4) (Note 4) |
Note 1: Securities mentioned in this table shall refer to shares, bonds, beneficiary certificates, and any securities derived from the above. Note 2: The two columns are mandatory for marketable securities that are accounted using the equity method, whereas the remainder can be left blank. Note 3: Securities cumulative acquired or sold are calculated separately at market price to determine whether they exceed NT$ 300 million in value or 20% of paid-up capital.
Note 4: End of period balance includes refund from capital reduction, stock dividend from earnings, and valuation adjustments for the current period.
Table 4
Information on investees:
Unit: NT $ thousands/thousand shares
| Investor | Name of Investee | Location | Principal business |
Initial investment amoun |
Initial investment amoun |
Shares held as at December 31,2022 |
Shares held as at December 31,2022 |
Shares held as at December 31,2022 |
Ownership (%) multiplied with investee’s net assets as at December 31, 2022 |
Net income(loss) of investee in 2022 |
Investment income(loss) recognized by the Company in 2022 |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2022 |
Balance as at December 31, 2021 |
No. of shares |
Ownership (%) |
Carrying Value |
||||||||
| The Company | Huaxun Venture Capital Co., Ltd. |
Taiwan | General investment |
159,952 | 159,952 |
15,995 |
99.97% |
14,015 |
14,015 |
(3,064) |
(3,063) |
|
| The Company | INFOMEDIA INC. |
Taiwan | General investment |
1,305,458 | 1,305,458 |
90,644 |
60.41% |
639,198 |
639,198 |
(526,328) |
(270,217) |
|
| The Company | INNOTEK PHOTOELECTRIC TECHNOLOGY CORP. |
Taiwan | Lighting equipment |
49,500 | 49,500 |
4,950 |
27.81% |
20,270 |
20,270 |
(17,092) |
(4,697) |
|
| INFOMEDIA INC. |
Dajixiang International Construction Co., Ltd. |
Taiwan |
Real estate devlopment |
334,061 | 334,061 |
50,350 |
100% |
377,734 |
377,734 |
17,030 |
17,030 |
|
| INFOMEDIA INC. |
INNOTEK PHOTOELECTRIC TECHNOLOGY CORP. |
Taiwan | Lighting equipment |
65,000 | 65,000 |
6,500 |
36.52% |
26,518 |
26,518 |
(17,092) |
(6,241) |
|
| Huaxun Venture Capital Co., Ltd. |
INNOTEK PHOTOELECTRIC TECHNOLOGY CORP. |
Taiwan | Lighting equipment |
30,000 | 30,000 |
3,000 |
16.85% |
12,239 |
12,239 |
(17,092) |
(2,881) |
Note 1: If the public company has set up a foreign holding entity and prepared consolidated financial statements on the holding entity according to local regulations, information on foreign investees can be disclosed to the level of the foreign holding entity and no further breakdown is needed.
Note 2: Companies that do not meet the condition described in Note 1 shall complete the form according to the following rules:
-
(1) For columns including “Name of investee,” “Location,” “Principal business,” “Initial investment amoun,” and “Shares held as at December 31, 2022,” list down investees that are held by the Company (public company) first, followed by those held by directly controlled investees and indirectly controlled investees. Specify in the remarks column the relationship between each investee and the Company (public company) (such as a subsidiary or 2nd-tier subsidiary).
-
(2) ” Specify the amount of profit or loss made by each investee in the current period.
-
(3) ” Specify only the amount of profit or loss that the Company (public company) has recognized from directly held subsidiaries and equity-accounted investees. No disclosure is needed on indirectly held investees. When disclosing “current gains/losses recognized on directly held subsidiaries,” make sure that the gains/losses already include investment gains/losses that they are required to recognize on their investments.
Table 5
Information on major shareholders
| Table 5 Information on major shareholders |
||
|---|---|---|
| Name of Major Shareholder | Number of shares held (thousands) |
Ownership percentage (%) |
| GUANG-SHENInvestment Co.,Ltd. | 15,410 | 18.79 |
| Li,Guo-Long | 14,634 | 17.84 |
| Chen,Bi -hua | 6,071 | 7.40 |
| Luo,Guang-Wei | 5,890 | 7.18 |
| Bank SinoPac is entrusted to keep the investment account of SinoPac Securities (Asia) Co., Ltd., a client of SinoPac(Asia) Nominees Co., Ltd. |
4,237 | 5.16 |
Explanation: If information of this table is obtained from Taiwan Depository & Clearing Corporation, the following explanations can be added to the footnote section of this table:
-
(1) Information on major shareholders, as presented in this table, was taken from records of Taiwan Depository & Clearing Corporation as at the final business day of each quarter, and included parties holding book-entry common and preferred shares (including treasury stock) for an aggregate ownership of 5% and above. Share capital reported in the Company’s financial statements may differ from the number of shares delivered via book entry due to different basis of preparation/calculation.
-
(2) Shareholders who placed shares under trust are disclosed in trustors’ sub-accounts held with various trustees. Shareholders with more than 10% ownership interest are subject to insider equity reporting, according to the Securities and Exchange Act. Insider equity includes shares held in own name and any shares placed under trust that the insider has control over. Please access Market Observation Post System for reports on insider equity.
Statement of Major Accounting Subjects
| Item Statements of assets, liabilities and equity Cash and cash equivalents statement Financial assets at fair value through profit or loss statement -current Notes receivable statement Accounts receivable statement Other receivables statement Inventories statement Investments accounted for using equity method statement Property, plant and equipment statement Statement of accumulated depreciation and impairment changes of property, plant and equipment Right-of-use assets statement Notes payable statement Accounts payable statement Other payables statement Lease liabilities statement Other non-current liabilities statement Statements of profit and loss Operating revenue statement Operating costs statement Selling and marketing expenses statement Administrative expenses statement Other income statement Other gains and losses statement Functional summary of employee benefits, depreciation and amortization expenses incurred in the current period |
Number/Index |
|---|---|
| 1 Note 7 2 3 Note 9 4 5 Note 12 Note 12 6 7 8 Note 15 9 Note 17 10 11 12 13 Note 19 Note 19 Note 22 ,14 |
- 57 -
Fortune Oriental Company Limited
Cash and cash equivalents
December 31, 2022
Statement 1 Unit: NT$ thousands
| Statement 1 | December 31, 2022 |
Unit: NT$ thousands |
|---|---|---|
| Items | Summary | Amount |
| Cash on hand Deposits in banks: Demand deposit Total |
120 23,625 |
|
| 23,745 |
- 58 -
Fortune Oriental Company Limited
Notes receivable
December 31, 2022
Statement 2 Unit: NT$ thousands
| Statement 2 | Unit: NT$ thousands | ||
|---|---|---|---|
| Customer name | Summary | Amount | Remark |
| Non-related parties: A B C D Subtotal Less: Loss allowance Net amount |
Occurrence of business nature″″″ |
84 16 5 3 |
|
| 108 - |
|||
| 108 |
- 59 -
Fortune Oriental Company Limited
Accounts receivable
December 31, 2022
Statement 3 Unit: NT$ thousands
| Statement 3 | Unit: NT$ thousands | ||
|---|---|---|---|
| Customer name | Summary | Amount | Remark |
| Non-related parties: a b c d e f g Others Subtotal Less: Loss allowance Net amount |
Allowance for bad debts has been fully provided. ″″″″″″ |
82,678 66,761 57,592 52,890 43,198 35,813 22,625 59,890 |
The balance of each customer did not exceed 5% of the balance of this account. |
421,447(417,018 ) |
|||
| 4,429 |
- 60 -
Fortune Oriental Company Limited
Inventories
December 31, 2022
Statement 4 Unit: NT$ thousands
| Statement 4 | December 31, 2022 |
December 31, 2022 |
Unit: NT$ thousands |
|---|---|---|---|
| Items | Amount | Remark | |
| Costs | Net realizable value |
||
| Merchandise | 9,860 | 10,027 |
- 61 -
Fortune Oriental Company Limited
Changes in investments accounted for using the equity method
For the Year Ended December 31, 2022
Statement 5 Unit: NT$ thousands
| Name of Investee | January 1 | January 1 | Retrospective adjustment |
Increase in this period |
Increase in this period |
Decrease in this period |
Decrease in this period |
Adjustments for valuations (Note 1, 3) |
December 31 |
December 31 |
December 31 |
Market value or net assets value |
Market value or net assets value |
Collateral | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares (thousands) |
Amount | Number of shares (thousands) |
Amount | Number of shares (thousands) |
Amount | Number of shares (thousands) |
% |
Amount | Unit price (Note 2) |
Total amount |
|||||
| Huaxun Venture Capital Co., Ltd. |
15,995 | 17,078 |
- |
- |
- |
- |
- |
(3,063) |
15,995 |
99.97% | 14,015 |
0.88 |
14,015 |
N/A |
|
| - 62 - | |||||||||||||||
| INFOMEDIA INC. |
90,644 | 887,351 |
- |
- |
- |
- |
- |
(254,187) |
90,644 |
60.41% | 639,198 | 7.05 |
639,198 |
N/A |
|
| INNOTEK PHOTOELECTRIC TECHNOLOGY CORP. |
4,950 | 24,967 |
- |
- |
- |
- |
- |
(4,697) |
4,950 |
27.81% | 20,270 |
4.09 |
20,270 |
N/A |
|
| Total | 929,396 | - |
- |
- |
- |
- |
(261,947) |
673,483 | 673,483 | ||||||
Note 1:Adjustments for valuation using the equity method include the share of recognized profit or loss of subsidiaries and associates and other comprehensive gain or loss, and the recognized changes in equity of subsidiaries and associates.
Note 2: Net assets value per share of the invested company.
Note 3: Total adjusted amount for valuationt using equity method is NT$ (261,947) and other equity adjustments NT$ 6,034 have been deducted.
Fortune Oriental Company Limited
Right-of-use assets
December 31, 2022
Statement 6 Unit: NT$ thousands
| December 31, 2022 Statement 6 |
Unit: NT$ thousands |
|---|---|
| Item | Transportation equipment |
Cost:Balance at January 1, 2022 Additions Disposal and Scrapping Balance at December 31, 2022 Accumulated depreciation :Balance at January 1, 2022 Depreciation Disposal and Scrapping Balance at December 31, 2022 Net balance at December 31, 2022 |
$- 2,968 - |
$2,968 |
|
$- 412 - |
|
$412 |
|
$2,556 |
- 63 -
Fortune Oriental Company Limited
Notes payable
December 31, 2022
Statement 7 Unit: NT$ thousands
| Statement 7 | Unit: NT$ thousands | ||
|---|---|---|---|
| Customer name | Summary | Amount | Remark |
| Non-related parties: Notes payable E |
Business nature | 71 | |
| Related parties: Other notes payable to related parties Key management |
Non-business nature | 3,523 | |
- 64 -
Fortune Oriental Company Limited Accounts payable
December 31, 2022
Statement 8 Unit: NT$ thousands
| Statement 8 | Unit: NT$ thousands | ||
|---|---|---|---|
| Customer name | Summary | Amount | Remark |
| Non-related parties: Accounts payable h i Others Total |
Business nature″″ |
3,105 1,322 269 |
The balance of each supplier did not exceed 5% of the balance of this account. |
| 4,696 |
- 65 -
Fortune Oriental Company Limited
Lease liabilities
December 31, 2022
Statement 9 Unit: NT$ thousands
| Item | Summary | Rental period | Monthly discount rate (%) |
Ending balance |
|---|---|---|---|---|
| Lease liabilities: Transportation equipment Less: Within 1 year Lease liabilities - non-current |
Official use | 3 years | 0.244 | 2,571 ( 972 ) |
| 1,599 |
- 66 -
Fortune Oriental Company Limited
Operating revenue
For the year ended December 31, 2022
Statement 10 Unit: NT$ thousands
| Items | Sales volume | Amount | Remark |
|---|---|---|---|
| Sales of multimedia information products, etc. Electronic products Less: Sales returns and allowances Operating revenue,net |
375,786(pieces) 8,286,672(Note) - |
4,303 17,459 - |
|
| 21,762 |
Note: The equivalent number of chips.
- 67 -
Fortune Oriental Company Limited
Operating costs
For the year ended December 31, 2022
Statement 11 Unit: NT$ thousands
| Items | Summary | Amount | Remark |
|---|---|---|---|
| Merchandise, beginning of period Add: Purchase of merchandise Less: Merchandise, end of period Less: Transfer of operating expenses Cost of merchandise sold Allowance for valuation loss Total |
79,391 25,233 (89,594 )(64 ) |
||
| 14,966 1,329 |
|||
| 16,295 |
- 68 -
Fortune Oriental Company Limited
Selling and marketing expenses
For the year ended December 31, 2022
Statement 12 Unit: NT$ thousands
| Items | Summary | Amount | Remark | |
|---|---|---|---|---|
| Salaries Travel expenses Insurance Entertainment fee Service fee Pension Others Total |
3,824 310 371 192 607 174 494 |
The balance of each item did not exceed 2% of the balance of this account. |
||
| 5,972 |
- 69 -
Fortune Oriental Company Limited
Administrative expenses
For the year ended December 31, 2022
Statement 13 Unit: NT$ thousands
| Items | Summary | Amount | Remark |
|---|---|---|---|
| Salaries Travel expenses Insurance Entertainment fee Depreciation Service fee Miscellaneous Others Total |
7,889 467 758 1,245 428 1,740 3,031 1,689 |
The balance of each item did not exceed 2% of the balance of this account. |
|
| 17,247 |
- 70 -
Fortune Oriental Company Limited
Functional summary of employee benefits, depreciation and
amortization expenses incurred in the current period
For the year ended December 31, 2022
Statement 14 Unit: NT$ thousands
| Nature Function |
2022 | 2021 | ||||
|---|---|---|---|---|---|---|
| Operatingcosts | Operatingexpenses | Total | Operatingcosts | Operatingexpenses | Total | |
| Employee Benefit Expenses | ||||||
| Salaries | $ - | $ 10,873 | $ 10,873 | $ - | $ 8,437 | $ 8,437 |
| Labor health insurance | - | 995 | 995 | - | 647 | 647 |
| Pension | - | 444 | 444 | - | 307 | 307 |
| Director's remuneration | - | 840 | 840 | - | 480 | 480 |
| Others | - | 343 | 343 |
- |
215 | 215 |
| Depreciation | - | 487 | 487 | - | 3 | 3 |
| Amortization | - | 150 | 150 | - | - | - |
Note 1: The average number of employees in 2022 and 2021 is 20 and 16 respectively, of which the number of directors who are not concurrently employees is 6.
Note 2: The average employee welfare expenses in 2022 and 2021 are NT$ 904 and NT$ 961 respectively, and the average employee salary expenses are NT$ 777 and NT$ 844 respectively, the average staff salary adjustment change is (7.94)%.
Note 3: An audit committee is set up, so there is no remuneration for supervisors.
Note 4: Salary policy
(1)The remuneration of directors is reviewed and approved by the remuneration committee, and directors are paid a fixed salary on a monthly
basis. If there is a profit in the year, no more than 3% may be appropriated as director remuneration by resolution of the board of directors. If there are still accumulated losses, the compensation amount should be reserved in advance. The distribution of remuneration for directors shall be submitted to the Remuneration Committee for deliberation, then to the Board of Directors for resolution, and to the report of the Shareholders' Meeting. If the director is also an employee, the remuneration shall be paid in accordance with the following (2) and (3).
-
(2)The appointment, dismissal and remuneration of managers are handled in accordance with company regulations. The standard of remuneration is determined by the company in accordance with the relevant regulations of performance appraisal, depending on individual performance and contribution to the company's overall operation, and in consideration of the market peer level. After being submitted to the remuneration committee for deliberation, it is submitted to the board of directors for resolution.
-
(3)The employee remuneration policy is based on personal ability, contribution to the company, and performance, which are positively correlated with business performance; and the company has already controlled future risks, so the remuneration policy has a low correlation with future risks. The overall salary and remuneration package mainly includes basic salary, bonus and employee remuneration, benefits, etc. As for the standard of remuneration payment, the basic salary is reviewed according to the market conditions of the positions held by employees; bonuses and employee remuneration are paid in conjunction with the achievement of employees, department goals or company operating performance; the design of benefits is based on the premise of compliance with laws and regulations, and taking into account the needs of employees, to design employee-shareable welfare measures.