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FOPCO — Audit Report / Information 2024
Nov 13, 2024
51752_rns_2024-11-13_427c88df-234f-4990-8f9b-9214f93e9c55.pdf
Audit Report / Information
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Appendix 3 (Consolidated Financial Statement)
Formosa Oilseed Processing Co., Ltd. (FOPCO):
Opinion
The consolidated balance sheets for December 31, 2024 and 2023 for FOPCO and its subsidiary company (Formosa Group), and their consolidated statements of comprehensive income, consolidated statements of changes in equity, consolidated statements of cash flow, and notes for consolidated financial statements (including summaries for significant accounting policies) from January 1 to December 31, 2024 and 2023, have already been audited by the Accountant.
above-mentioned consolidated financial statements refers to the Guidelines for the Preparation of Financial Reports for Issuer of Securities, and International Financial Reporting Standards, International Accounting Standards, interpretations, and SIC that are approved and published as effective by the Financial Supervisory Commission. It is sufficient to appropriately express the consolidated financial performance and consolidated cash flow from January 1 to December 31, 2024 and 2023.
The Basis of Opinion
We conducted our audits entrusted by the Group in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described 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 ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters (KAMs)
Such matters have
been addressed to during the general forming process of the opinion for consolidated financial
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statements audit. The Accountant did not express separate opinions regarding such matters.
nancial statements are stated as follow:
Impairment of inventories
The Formosa Group measures its cost of inventories by the lower of cost and net realizable value. When comparing the cost and net realizable value (NRV), apart from inventories with the same classification, the Formosa Group measures on the basis of individual items of inventories. For related accounting policies, please refer to Notes 4(6) and 5 to the consolidated financial statements.
As of December 31, 2024, the amount for the Formosa Gr -transit inventory is NTD 1,441,681 thousand (refer to Note 6(4)), which accounts for 14% of total assets, and 84% of net inventory value of the consolidated financial statement for December 31, 2024. Of which, its costs and related selling price are influenced by global raw material prices, which is
to
estimation and judgment, of which its judgment result directly influenced the recognition of profit or loss amount, it is listed as part of KAMs.
In response to the KAMs mentioned above, the Accountant executed the major audit process as follow:
- estimation for NRV, in order to evaluate its operational efficacy for its internal control system, and to evaluate the appropriateness of its decision method for its NRV, as well as to confirm that the inventory has been calculated by the lower of cost and net realizable value.
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- Obtained latest raw material quotation or sales invoice, etc. through sampling so as to verify that there is no significant inconsistency between the NRV and its reference price, and recalculated its inventory value in order to evaluate the appropriateness of its basis of opinion.
Other Matters
Among the investee companies accounted for using equity method, the financial statements were not audited by the Accountant, but by other accountants. Therefore, in the opinion to the aforementioned financial statements expressed by the Accountant, the amounts associated with those comp financial statements and the relevant information disclosed in Note 13 were based on other December 31, 2024 amounted to NTD 323,590 thousand, accounting for 3.2% of consolidated total assets. The share of profit or loss of associates and joint ventures accounted for using equity method for the year ended December 31, 2024 amounted to NTD 53,669 thousand, accounting for 13.4% of consolidated total comprehensive income.
The consolidated financial statements for 2023 were audited by other accountants, on which the accountants issued an unqualified opinion audit report with other matters paragraph on March 13, 2024.
Formosa Oilseed Processing Co., Ltd had already prepared the parent company only financial statements for 2024, and the Accountant has issued an unqualified opinion audit report with other matters paragraph as on record for reference.
Consolidated Financial
Statements
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rnational Financial Reporting Standards, International Accounting Standards, interpretations, and SIC that are approved and published as effective by the Financial Supervisory Commission, to maintain necessary internal control related to the preparation of consolidated financial statements, so as to confirm that there is no misstatement due to fraud or errors in the consolidated financial statements.
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When preparing consolidated financial statements, the responsibilities for the management level also inclu
and the adoption of going-concern accounting basis. Unless the management level intends to liquidate the Formosa Group or to terminate business operation, or apart from liquidating or terminating the business operation, there is no other feasible solution.
The governing body of the Formosa Group (including the Audit Committee) has the responsibility to supervise the financial reporting process.
Responsibilities
assurance about whether or not there are any significant misstatements due to fraud or errors in the consolidated financial statement in general, and to issue an audit report. Reasonable assurance is a high level of assurance. However, there is no guarantee that significant misstatements can be detected with the audit work performed in accordance with Standards on Auditing. Misstatements can be caused by fraud or error. If the misstatement for individual amount or aggregate could reasonably be considered significant.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
1. 7.Identify and evaluate the risk of significant misstatements caused by fraud or error in consolidated financial statements; Design and execute appropriate responding strategies for the evaluated risks; obtain sufficient and appropriate audit evidence as the basis for audit opinion. Since fraud might involve collusion, forgery, intentional omission, false statement, or violations of internal control, the risk of undetected significant misstatements due to fraud is higher than that of error.
2. 8.Acquire necessary understandings for internal control that is related to auditing, so as to design appropriate audit process that are suitable for the situation. However, its purpose is not to
3. 9.Evaluate the appropriateness of accounting policies adopted by the management level, and the reasonableness of its estimation and related disclosure as accountant.
4. 10.Based on the obtained audit evidence, to make conclusions on the appropriateness of implementing going concern accounting basis on the management level, and whether or not there are significant uncertainties in matters or circumstances that may cause significant exists significant uncertainties in such matters or circumstances, the Accountant shall
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such disclosure is considered audit evidence obtained as of the date of the audit report. However, future matters or
5. 11.Evaluate the general expression, structure, and content of consolidated financial statements (including related notes), as well as whether the consolidated financial statements appropriately expressed related transactions and matters.
6. 12.Obtain sufficient and appropriate audit evidence about the individual financial information formed within the Formosa Group, so as to express opinion about consolidated financial statements. The Accountant is responsible for the guidance, supervision, and execution of the auditing case, and is also responsible for forming auditing opinion for the Formosa Group.
The matters being communicated between the Accountant and the governing body include the planning of the range and time for the audit, and significant audit discoveries (including the significant lack of internal control identified during the audit process).
The Accountant also provides statements regarding the personals from the firm that the Accountant is affiliated to abide by related independence that complies with the code of ethics for accountants to the governing body. The Accountant communicates with the governing body about all possible (including related protection measures).
The Acc
will state such matters in the audit report. Unless regulations disapprove the disclosure of specific matters, or under rare circumstances, the Accountant decides not to communicate about certain matters in the audit report. This is because one can reasonably expect the negative impact that this communication brings is greater than the increased public interests.
SOLOMON & CO., CPAs Financial-Supervisory-Securities-VI-0960003779
Approval number of the competent authority Financial-Supervisory-Securities-Auditing-1080302727
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CPA: LU,SUNG-YU
CPA: CHANG,CHUN-FU
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13
Formosa Oilseed Processing Co., Ltd. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2024 and 2023
(Unless stated otherwise, the amounts’ unit is in NTD thousand)
I.Company history
Formosa Oilseed Processing Company Co., Ltd. (parent company, parent company and entities controlled by the parent company are hereafter referred to as “Consolidated Company”) was established in 1986. Since September 1993, the Company’s share has been listed for transaction on Taiwan Stock Exchange. The main businesses include the manufacturing and the selling of soybean oil (salad oil), soy flour, flour, oatmeal, corn, pet food, and import and export transactions. The Company’s subsidiary, Top Food Industry Corporation (Top Food), started to operate since October 2007, and its main business includes producing and selling flour. Thus, the parent company no longer engages in the production of flour. Formosa Oilseed Processing Co., Ltd., Ningbo (Formosa Oilseed Processing (Ningbo)) was reinvested in Mainland China in 1999 by the subsidiary, FORMOSA OIL PROCESSING (PANAMA) S.A. (FORMOSA PANAMA), which is 100% held by the parent company, and its business mainly engages in the processing, sales and wholesale trading of soybeans, rapeseed oil, oilseeds, and its byproducts. Owing to the local government’s expropriation of Formosa Oilseed Processing (Ningbo)’s land use right and plant and equipment, Formosa Oilseed Processing (Ningbo) temporarily terminated its operation in soybean and rapeseed oil, oilseeds and its byproducts’ processing and sales business, and only engaged in wholesale trading business since July 2015. In response to the market’s future developmental demand, the Consolidated Company expanded its business to poultry breeding and the wholesaling of agricultural products, and acquired Fu You An Kang Co., Ltd. (Fu You An Kang) by cash in February 2016. CHONG HSIANG INTERNATIONAL CO., LTD. (former Yuan He Catering Co., Ltd., hereinafter “CHONG HSIANG INTERNATIONAL”) was established in October, 2011 upon approval, and originally engaged in catering business. Due to continuous deficit in operation, the business suspended in 2014. In consideration of operation and developing strategies, the transformation to sales of oil products has been resolved in 2018, and it is renamed as CHONG
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HSIANG INTERNATIONAL CO., LTD.
The consolidated financial statements are expressed in the Consolidated Company’s functional currency, New Taiwan Dollars (NTD).
II.Date of approval and procedures of the financial statements
The consolidated financial statements were approved by the board of directors to be issued on May 28, 2025.
III.Application of new and amended standards and interpretations
-
(1) Initial application of the amendments to International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission(FSC). The initial application of the IFRS Accounting Standards endorsed and issued into effect by the FSC would not have a significant effect on the Consolidated Company’s accounting policies.
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(2) IFRS Accounting Standards endorsed by the FSC for application starting from 2025 New, Amended and Revised Standards and Effective Date Interpretations Announced by IASB
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Amendments to IAS 21 “Lack of Exchangeability” January 1, 2025 (Note 1)
-
Note 1: An entity shall apply those amendments for annual reporting periods
- beginning on or after January 1, 2025. Upon initial application of the amendments to IAS 21, the Group shall not restate the comparative information and shall recognize any effect of initially applying the amendments as an adjustment to the opening balance of retained earnings or, if applicable, to the cumulative amount of translation differences in equity as well as affected assets or liabilities
-
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(3) The IFRS Accounting Standards issued by IASB in issue but not yet endorsed and issued into effect by the FSC
New, Amended, or Revised Standards and Effective Date Announced Interpretations by IASB (Note 1) Annual Improvements to IFRS Accounting January 1, 2026 Standards—Volume 11 Amendments to IFRS 9 and IFRS 7 “Amendments to January 1, 2026 the Classification and Measurement of Financial Instruments” Amendments to IFRS 9 and IFRS 7 “Contracts January 1, 2026 Referencing Nature-dependent Electricity” Amendments to IFRS 10 and IAS 28 “Sale or To be determined by IASB Contribution of Assets between an Investor and its Associate or Joint Venture” Amendments to IFRS 17 “Insurance Contract” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17 "Initial Application of IFRS January 1, 2023 17 and IFRS 9 - Comparative Information" IFRS 18 “Presentation and Disclosure in Financial January 1, 2027 Statements” IFRS 19 “Subsidiaries without Public Accountability” January 1, 2027
Note 1: Unless stated otherwise, the above New IFRS Accounting Standards are
effective for annual reporting periods beginning on or after their respective effective dates.
As of the approval date of the financial statements, the Consolidated Company
continues to evaluate the impact of the amendments to other standards and
interpretations on the financial status and financial performance; the relevant impact will be disclosed upon completion of the assessment.
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IV.Summary of significant accounting policies
- (1) Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS Accounting Standards as endorsed and issued into effect by the FSC.
- (2) Basis of preparation
Except for net defined benefit liabilities recognized by the present value of defined benefit obligations less fair value of plan assets, the consolidated financial statements have been prepared on a historical cost basis.
- (3) Classification of current and non-current assets and liabilities
Current assets include:
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the assets held primarily for the purpose of trading;
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the assets expected to be realized within twelve months after the balance sheet date; and
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cash and cash equivalents (excluding the assets restricted from being exchanged or used to settle a liability for at least twelve months after the balance sheet date.)
Current liabilities include:
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the liabilities held primarily for the purpose of trading
; -
the liabilities due to be settled within twelve months after the balance sheet date
,and -
the Consolidated Company does not have the substantive right at the balance sheet date to defer settlement of the liability for at least twelve months after the balance sheet date.
A liability that is not current shall be classified as a non-current liability.
An asset or a liability that is not current shall be classified as a non-current asset or liability.
(4) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the parent company and the entities controlled by the parent company (subsidiaries). The consolidated statements of comprehensive income has already included the operating profit or loss of
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the acquired or disposed subsidiaries from the current acquisition date or until the disposal date. Adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Consolidated Company. All intracompany transactions, balances, income, and expenses are eliminated in full upon consolidation. The total comprehensive income of subsidiaries is attributed to the owners of the parent company and the non-controlling interests.
Changes in the Consolidated Company’s ownership interests in subsidiaries that do not result in the Consolidated Company losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Consolidated Company and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the parent company.
Please refer to Note VI(5), Table 4, and Table 5 for detailed information, percentage of ownership, and main businesses of subsidiaries.
(5) Foreign currencies
In preparation the financial statements of each entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are translated by the rate of exchange prevailing at the dates of the transactions into the functional currency.
Foreign currency monetary items shall be translated using the closing rate at the balance sheet date. The exchange differences arising from settlement or translation of monetary items shall be recognized in profit or loss.
Non-monetary items that are measured at fair value in a foreign currency shall be translated using the exchange rate at the date when the fair value was measured, and the exchange differences shall be recognized in profit or loss. When the profit or loss arising from exchange differences arising on the non-monetary items are recognized in other comprehensive income, the exchange differences arising on the retranslation of such profit or loss are also recognized in other comprehensive income.
Non-monetary items that are measured in terms of historical cost in a foreign currency shall be translated using the exchange rate at the date of the transaction, and shall not be translated again.
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In preparing the consolidated financial statements, the assets, and liabilities of the foreign operations (including the subsidiaries in other countries or the subsidiaries using currencies different from the Consolidated Company) are translated into the New Taiwan Dollars using exchange rates prevailing at each balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognized in other comprehensive income.
(6) Inventories
Inventories include raw materials (in transit), supplies, finished goods, work in process, and merchandises. Inventories are measured at the lower of cost and net realizable value item by item, unless the inventories are in the same categories. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated cost necessary to make the sale. The costs of inventories are calculated by weighted-average method.
Costs of biological assets transferred to agricultural products are measured by the fair value at the point of harvest less costs to sell.
(7) Investments in associates
An associate is an entity over which the Consolidated Company has significant influence and that is neither a subsidiary nor an interest in a joint venture. The Consolidated Company accounts for investments in associates by equity method.
Under the equity method, investments in associates are initially recognized at cost and adjusted thereafter to recognize the Consolidated Company’s share of the profit or loss and other comprehensive income of the associates. The Consolidated Company also recognizes the changes in the equity of associates attributable to the Consolidated Company in proportion to the percentage of ownership.
When the associates issue new shares, if the Consolidated Company does not subscribe in proportion to the percentage of ownership and result in the changes in percentage of ownership and increases or decreases in net worth of the invested equity, capital surplus and investments accounted for using equity method are adjusted for the increases or decreases. In debiting capital surplus for the aforementioned adjustments, any remaining difference is debited to retained earnings if capital surplus arising from investments accounted for using equity method is not enough for debiting purposes.
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The entire carrying amount of the investment is tested for impairment as a single asset by comparing its recoverable amount with it carrying amount. The impairment loss recognized is not allocated to any asset that forms part of the carrying amount of the investment, including goodwill. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
The gains or losses arising from the upstream and downstream transactions between the Consolidated Company and the associates are recognized in the consolidated financial statements, only to the extent unrelated to the Consolidated Company's interests in the associates.
(8) Property, plant and equipment
Property, plant and equipment are initially recognized at cost, and are measured subsequently by the cost less any accumulated depreciation and accumulated impairments. Property, plant and equipment are depreciated by straight-line method over the useful lives. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. If the lease term is shorter than the useful life, the property, plant and equipment are depreciated over the lease term. The residual value and the useful life of an item of property, plant, and equipment shall be reviewed at least at the end of the period, and the changes shall be accounted for as a change in an accounting estimates and applied prospectively.
The differences between the net disposal proceeds received and the carrying amount of the asset arising from the derecognition of an item of property, plant and equipment shall be recognized in profit or loss.
Impairment losses were not recognized or reversed for the years ended December 31, 2024 and 2023. Depreciation expenses are provided on a straight-line basis over the useful lives as follows:
| useful lives as follows: | |
|---|---|
| Buildings | |
| Main buildings of plant | 3~55 years |
| Engineering systems | 5~50 years |
| Machinery equipment | 2~24 years |
| Transportation equipment | 3~20 years |
| Testing equipment | 2~11 years |
| Other equipment | 2~24 years |
| Please refer to Note 8 for the amounts of property, plant and equipment pledged as | |
| collateral for borrowings. |
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(9) Intangible assets
A separately acquired intangible asset with finite useful life shall be measured at its cost at initial recognition, and sequent measured by the cost less any accumulated amortization and any accumulated impairment losses. Intangible assets shall be depreciated over the useful life as follows by straight-line method. The estimated useful life, residual value and the amortization method shall be reviewed at the end of each reporting period. Any changes in estimates shall be applied prospectively. An intangible asset with indefinite useful life shall be presented at cost less any accumulated impairment losses.
The difference between the net disposal proceeds received and the carrying amount of the asset arising from the derecognition of an item of intangible assets shall be recognized in profit or loss.
Amortization expenses are provided on a straight-line basis over the useful life as follows” Computer softwar 3~5 years
(10) Impairment of property, plant and equipment, right-of-use assets and intangible assets The Consolidated Company shall assess at each balance sheet date whether there is any indication that an item of property, plant and equipment, right-of-use assets, and intangible asset may be impaired. If any indication is present, the Consolidated Company shall assess the recoverable amount of the asset. If the Consolidated Company is unable to assess the recoverable amount of the asset, the recoverable amount of the cash-generating unit that the asset belongs to shall be assessed. Recoverable amount is the higher of the fair value less costs of disposal and its value in use. If the recoverable amount of an asset or a cashgenerating unit is less than it carrying amount, the carrying amount of the asset or cashgenerating unit shall be adjusted to its recoverable amount. The impairment losses shall be recognized in profit or loss.
When the impairment loss is reversed subsequently, the carrying amount of the asset or the cash-generating unit shall be increased to the revised recoverable amount. However, the increased carrying amount of the asset or the cash-generating unit attributable to a reversal of an impairment loss shall not exceed the carrying amount that would have been determined (net of amortization or depreciation) had no impairment loss been recognized for the asset in prior years. The reversal of impairment losses shall be recognized in profit or loss.
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(11) Biological assets
A biological asset is initially recognized at cost plus transactions costs, and subsequently measured at its fair value less costs to sell. Any gains or losses arising from changes in measurements of fair value less costs to sell are recognized in profit or loss of the year of occurrence. A biological asset whose fair value can be measured reliably are measured at cost less any accumulated depreciation and any accumulated impairments. Expenses associated with immature bearer biological assets during the breeding period are capitalized.
Biological assets whose fair value can be measured reliably are depreciated on a straightline basis over the production period. The Consolidated Company conducts testing for impairment on a regular basis. When there is objective evidence of impairment, impairment losses are recognized.
Agricultural produce harvested from the biological assets is measured at its fair value less costs to sell at the point of harvest and transferred to inventories, and subsequently accounted for as inventories.
(12) Financial instruments
Financial assets and financial liabilities are recognized in the consolidated financial statements when the Consolidated Company becomes a party to the contractual provisions of the instrument.
Financial assets or liabilities not measured at fair value through profit or loss are measured at fair value plus transaction costs that are directly attributable to the acquisition or issue of financial assets and liabilities. The transaction costs that are directly attributable to the acquisition or issue of financial assets and liabilities at fair value through profit or loss are recognized in profit or loss immediately.
1. Financial assets
A regular way purchase or sale of financial assets is recognized and derecognized using trade date accounting.
- 1) Measurement types
The financial assets held by the Consolidated Company are financial assets at amortized cost.
A financial asset held by the Consolidated Company is measured at amortized cost if both of the following conditions are met:
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-
A
:The financial asset is held in a business model whose objective is achieved by collecting contractual cash flows; and -
B
:The cash flows occur at specific dates based on the contractual terms. The contractual terms of the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortized cost (including cash and cash equivalents, financial assets at amortized cost, notes receivables, accounts receivables, other receivables, and guaranteed deposits paid) are measured after initial recognition at amortized cost calculated by total carrying amount determined by effective interest method less any impairment losses. Any resulting foreign exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the total carrying amount of the financial assets, except for the two conditions as follows:
-
A
:Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of the financial assets. -
B
:Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of the financial assets
Cash equivalents include highly liquid time deposits that are readily convertible to known amounts of cash and with maturity dates that do not present significant risks of changes in value, that the Consolidated Company holds for the purpose of short-term cash commitments.
- 2) Impairment of financial assets
At each balance sheet date, the Consolidated Company assesses the financial assets at amortized cost (including notes receivables and accounts receivables), by expected credit loss.
The Consolidated Company measures the loss allowance at an amount equal to lifetime expected credit losses for notes receivables and accounts receivables. If the credit risk on other financial assets has not increased significantly since initial recognition, the Consolidated Company measures the loss allowance for those financial assets at an amount equal to 12-month expected credit losses. If the
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credit risk on other financial assets has increased significantly since initial recognition, the Consolidated Company measures the loss allowance for those financial assets at an amount equal to lifetime expected credit losses.
Expected credit losses are the weighted average credit losses with the probability of default as the weight. 12-month expected credit losses are the portion of lifetime expected credit losses that represent the expected credit losses that result from default events on a financial instrument that are possible within the 12 months after the reporting date. Lifetime expected credit loss is the expected credit losses that result from all possible default events over the expected life of a financial instrument.
The impairment loss of all financial assets is recognized by a reduction in their carrying amounts through a loss allowance account.
- 3) Derecognition of financial assets
The Consolidated Company only derecognizes the financial assets when the contractual rights to the cash flows from the financial assets expire, or the Consolidated Company transfers the financial assets and substantially all the risks and rewards of ownership of the financial assets to other entities.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the carrying amount and the consideration received shall be recognized in profit or loss. On derecognition of an investment in equity instruments at fair value through other comprehensive income in its entirety, the accumulated profit or loss shall not be reclassified to profit or loss, instead, directly to retained earnings.
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2.Financial liabilities
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1) Subsequent measurement All the financial liabilities are measured at amortized cost by effective interest method.
-
2) Derecognition of financial liabilities
At derecognition of financial liabilities, the difference between the carrying amount and the consideration paid (including any non-cash assets transferred or liabilities assumed) are recognized in profit or loss.
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(13) Provisions
The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the balance sheet date, and in consideration of the risk and uncertainty of obligations.
- (14) Revenue recognition
The Consolidated Company allocates the transaction price to each performance obligation after identifying performance obligations in the contracts with customers. Revenue is recognized at satisfaction of performance obligations
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Revenue from sales of goods
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Revenue from sales of goods arises from the sales of goods including oil, feed, and flour, etc.
The Consolidated Company recognizes revenue and accounts receivables when goods including oil, feed, and flour, etc. are delivered to the destination designated by the customers or departed. It’s the time when the customer has the discretion to direct the price of goods and usage, is primarily responsible for the resales, and the risk of obsolescence is transferred to the customer. Receipts in advance is recognized as contract liabilities before the goods are delivered to the destination designated by the customers or the delivery terms are fulfilled.
In processing outsourced contracts, as the significant risk and rewards of the ownership of the processed goods is not transferred, when the processing is outsourced, it is not treated as sales of goods.
- Processing revenue
Processing revenue arises from processing flour products. The Consolidated Company recognized relevant revenue when the services are rendered.
-
Other operating revenue
-
Other operating revenue arises from services, including unloading and weighing, and warehousing, etc. The amounts of revenue are collected by fixed unit prices based on number of tons handled. The Consolidated Company recognized relevant revenue when the services are rendered.
(15) Leases
At inception of a contract, the Consolidated Company and subsidiaries shall assess whether the contract is (or contains) a lease.
- The Consolidated Company as the lessor Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases
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are classified as operating leases.
Under an operating lease, the lease payment is recognized as income on a straightline basis during the relevant lease term. The original direct cost incurred in obtaining the operating lease is added to the carrying amount of the underlying asset and recognized as an expense on a straight-line basis over the lease term.
The Consolidated Company as the lessee
The Consolidated Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted to applying for a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost (which comprises the initial measurement of lease liabilities, lease payments made before the commencement date less any lease incentives received, any initial direct costs incurred, and an estimate of costs needed to restore the underlying assets). Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated on a straight-line basis from the commencement dates of the leases to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments (which comprise fixed payments and variable lease payments that depend on an index or a rate). The lease payments shall be discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Consolidated Company shall use the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in future lease payments resulting from a change in a lease term, an index or a rate used to determine those payments, the Consolidated Company remeasures the lease liabilities with a corresponding adjustment to the right-ofuse-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidate balance sheets.
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(16) Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset form part of the cost of that asset shall be capitalized as part of the costs of the assets, until substantially all the activities necessary to prepare that asset for its intended use or sale is complete.
Except for the conditions aforementioned, other borrowing costs are recognized in profit or loss in the period of occurrence.
(17) Employee benefits
-
Short-term employee benefits
-
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for employees’ service.
-
Post-employment benefits
For defined contribution plans, the contributions are recognized as pension expenses during the period employees rendering services.
Defined benefit costs (including service costs, net interests, and remeasurement) of defined benefit plans are calculated annually by independent actuaries using the projected unit credit method. Service costs (including current service costs) and net interests of net defined benefit liabilities are recognized as employee benefits expenses as incurred. Remeasurement (including actuarial gains and losses and return on plan assets less interests) are recognized in other comprehensive income as incurred and stated in retained earnings. Remeasurement will not be reclassified to profit or loss subsequently.
Net defined benefit liabilities represent the deficit in the defined benefit plan. Net defined benefit assets shall not exceed the present value of any refunds from the plans or reductions in future contributions to the plans.
(18) Income taxes
The income tax expenses comprise current and deferred income taxes.
-
Current income taxes
-
The Consolidated Company determines the current profit (loss) in accordance with the rules established by each income tax declaration jurisdiction and calculate income tax payables (recoverables).
An additional tax on unappropriated earnings in accordance with the Income Tax Act of R.O.C. is recognized in the year that the shareholders’ meeting resolved the distribution of earnings.
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Adjustments to prior years’ income tax payables are included in the income taxes of the current year.
- Deferred income taxes
Deferred income tax is determined by the temporary differences between the carrying amounts and the tax bases of assets and liabilities in the financial statements.
A deferred tax liability is generally recognized for all taxable temporary differences. A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
Carrying amount of deferred tax assets shall be reassessed at each balance sheet date. For the deferred tax assets recognized when it has become not probable that future taxable profit will allow the deferred tax assets to be recovered, decrease the carrying amount. The Consolidated Company reassesses the unrecognized deferred tax assets, and increases the carrying amount of deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered entirely or partially.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow the manner in which the Consolidated Company expects, at the balance sheet date, to recover or settle the carrying amount of its assets and liabilities.
- Current and deferred income taxes
Current and deferred income taxes re recognized in profit or loss. However, the current and deferred income taxes related to the items recognized in other comprehensive income or directly recognized in equity are recognized in other comprehensive income or directly in equity, respectively.
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V.Major sources of uncertainty arising from significant accounting judgments, estimates, and
assumptions
When the Consolidated Company adopts accounting policies, for information that is not available from other sources, the management has to make relevant judgments, estimates, and assumptions based on historical experiences and other relevant factors. The actual result may be different from the estimates.
When the Consolidated Company develops significant estimates, the management takes into consideration of significant estimates associated with cash flow forecast, growth rate, discount rate, profitability, etc. in the possible impacts of inflation and fluctuations of market interest rates , and will keep reviewing estimates and basic assumptions.
Information on uncertainty of major assumptions and estimates is as follows:
Impairment of inventories
Costs and relevant selling prices of inventories in transit and raw materials are affected by the international prices of raw materials, may fluctuate severely and result in the risk of net realizable value of raw materials lower than the carrying amounts. As the assessment of the net realizable value of raw materials by the management in accordance with the regulations in IAS 2 “Inventories” involves estimates and judgements, the change in the actual condition may significantly influence the results of the estimates.
VI.Explanations on significant accounting items
(1) Cash and cash equivalents
| Cash and cash equivalents | ||
|---|---|---|
| Cash on hand and petty cash Checking and demand deposits Cash equivalents Time deposits |
December 31, 2024 $ 255 2,266,610 24,728 $ 2,291,593 |
December 31, 2023 |
| $ 250 907,608 37,450 $ 945,308 |
(2) Financial assets at amortized cost
| Financial assets at amortized cost | ||
|---|---|---|
| Non-current Restricted assets – bank deposits |
December 31, 2024 $ 35,084 |
December 31, 2023 |
| $ 35,000 |
Those are assets pledged to the banks as collateral for borrowings. As of December 31,
2024 and 2023, the interest rates of the restricted assets are 0.71% and 0.58%,
respectively. Please refer to Note 8 for the information on pledged assets.
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(3) Notes and accounts receivables
| Notes and accounts receivables Loss allowances Notes and accounts receivables, net |
December 31, 2024 $ 1,789,918 (4,816) $ 1,785,102 |
December 31, 2023 $ 1,813,920 (6,750) $ 1,807,170 |
|---|---|---|
1. Notes receivables
The average credit period of the notes receivables arising from sales of goods is 60 days. No interest is accrued for the notes receivables. The policies adopted by the Consolidated Company are only trading with counterparties with good credit quality, and acquiring sufficient collaterals to decrease the risk of financial losses due to default. The Consolidated Company rates the major customers by utilizing other public available financial information and historical transaction records. The Consolidated Company continues to monitor the credit risk exposure and the credit rating of the counterparties, and diversify the total transaction amount to different customers with qualified credit rating. Besides, the credit risk exposure is managed by reviewing and approving the credit amounts of counterparties each year.
The Consolidated Company estimates the expected credit loss at an amount equal to the lifetime expected credit loss by simplified approach in accordance with IFRS 9. The Consolidated Company considers the past default records of customers, current financial condition, and reasonable forecast to the future economic condition to stipulate the expected credit loss rate. Based on the historical experiences of credit loss, as there is no significant difference of the types of losses among different groups of customers, the provision matrix doesn’t further classify groups of customers, and only determines expected credit loss by the days of overdue of notes receivables. If there is evidence indicating that the counterparty is confronting serious financial difficulty and the Consolidated Company is unable to reasonably expect the recoverable amount, the Consolidated Company directly writes off the relevant notes receivables. However, recourse activities will continue. The amounts recovered from recourse are recognized in profit or loss.
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2. Accounts receivables
The average credit period of the accounts receivables arising from sales of goods is 80 days. No interest is accrued for the accounts receivables. The policies adopted by the Consolidated Company are only trading with counterparties with good credit quality, and acquiring sufficient collaterals to decrease the risk of financial losses due to default. The Consolidated Company rates the major customers by utilizing other public available financial information and historical transaction records. The Consolidated Company continues to monitor the credit risk exposure and the credit rating of the counterparties, and diversify the total transaction amount to different customers with qualified credit rating. Besides, the credit risk exposure is managed by reviewing and approving the credit amounts of counterparties each year.
The Consolidated Company estimates the expected credit loss at an amount equal to the lifetime expected credit loss by simplified approach in accordance with IFRS 9. The Consolidated Company considers the past default records of customers, current financial condition, and reasonable forecast to the future economic condition to stipulate the expected credit loss rate. Based on the historical experiences of credit loss, as there is no significant difference of the types of losses among different groups of customers, the provision matrix doesn’t further classify groups of customers, and only determines expected credit loss by the days of overdue of accounts receivables. If there is evidence indicating that the counterparty is confronting serious financial difficulty and the Consolidated Company is unable to reasonably expect the recoverable amount, the Consolidated Company directly writes off the relevant accounts receivables. However, recourse activities will continue. The amounts recovered from recourse are recognized in profit or loss.
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The loss allowances of accounts receivables measured by provision matrix for the years ended December 31, 2024 and 2023 are as follows:
| December 31, 2024 | Expected credit loss rate |
Total carrying amount |
Loss allowances (lifetime expected credit loss) |
Amortized cost |
|---|---|---|---|---|
| Not overdue Overdue for 1-60 days Overdue for 61-90 days Overdue for 91-120 days Overdue for 121- 180 days Overdue for 181- 365 days Overdue for over 365 days Total |
0% 0% 0% 0% 0% 0% 100% |
$ 1,076,341 104,608 87 33 103 -4,816 $ 1,185,988 |
$-$ 1,076,341 -104,608 -87 -33 -103 --(4,816 ) -$ (4,816 ) $ 1,181,172 |
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Loss allowances
Expected credit Total carrying (lifetime expected Amortized
December 31, 2023 loss rate amount credit loss) cost
Not overdue 0%-0.01% $ 947,578 $ (55 ) $ 947,523
Overdue for 1-60
0.34%-5.89% 114,644 (130 ) 114,514
days
Overdue for 61-90 -
0% 1,306 1,306
days
Overdue for 91-120 -
0% 550 550
days
Overdue for 121- - - -
0%
180 days
Overdue for 181- - - -
0%
365 days
Overdue for over -
100% 24 (24 )
365 days
Separately -
100% 6,541 (6,541 )
identified
Total $ 1,070,643 $ (6,750 ) $ 1,063,893
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Information on changes in loss allowances of accounts receivables is as follows:
| Beginning balance Add: provision (reversal) of impairment losses for the current years Less: actual write-off in the current year Ending balance |
2024 $ 6,750 (1,630) (304) $ 4,816 |
2023 $ 6,885 3 (138 ) $ 6,750 |
|---|---|---|
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(4) Inventories
| Inventories | ||||
|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | |||
| Rawe materials | $ 728,545 | $ 570,905 | ||
| Supplies | 8,957 | 9,496 | ||
| Work in process | 68,956 | 76,714 | ||
| Finished goods | 206,659 | 232,352 | ||
| Merchandises | 5,788 | 4,126 | ||
| Inventories in transit | 713,136 | 1,142,131 | ||
| 1,732,041 | 2,035,724 | |||
| Less: allowances valuation loss |
for inventory | (19,330) | (8,626) | |
| Net amount | $ 1,712,711 | $ 2,027,098 | ||
| Expenses and losses associated with | inventories recognized | in the current period | ||
| December 31, 2024 | December 31, 2023 | |||
| Costs of inventories sold | $ 11,770,436 | $ 13,489,065 | ||
| Gains (losses) inventories |
on | physical | 11,726 | (5,853) |
| Inventory valuation |
losses | - |
||
| (reversal gains) | 10,704 | |||
| $ 11,792,866 | $ 13,483,212 |
Expenses and losses associated with inventories recognized in the current period
Inventory valuation losses (reversal gains) in 2024 are adjustments for costs and net realizable value.
(5) Subsidiaries
- Subsidiaries included in the consolidated financial statements
Entities in the consolidated financial statements are as follows:
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Percentage of ownership
Investor company Subsidiary Nature of business 2024.12.31 2023.12.31
Formosa Oilseed Processing Top Food Industry Manufacturing and sales of
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| Investor company Formosa Oilseed Processing |
Subsidiary Top Food Industry |
Nature of business Manufacturing and sales of |
2024.12.31 | 2023.12.31 |
|---|---|---|---|---|
| Co., Ltd. | Corporation | flour products | 63 | 63 |
| FORMOSA OIL | ||||
| PROCESSING | General investments | 100 | 100 | |
| (PANAMA) S.A. | ||||
| CHONG HSIANG INTERNATIONAL CO., LTD. |
Wholesale trading of oil products |
100 | 100 | |
| Fu You An Kang Co., Ltd. | Poultry breeding and | |||
| wholesale of agricultural | 51 | 51 | ||
| products | ||||
| FORMOSA OIL PROCESSING (PANAMA) S.A. |
Formosa Oilseed Processing Co., Ltd., Ningbo |
Wholesale trading of oil products |
100 | 100 |
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2. Information on subsidiaries with significant non-controlling interests
| Percentage | Percentage | of ownership interests and | |
|---|---|---|---|
| votingrights | |||
| Main operating | |||
| Name of subsidiary | location 2024.12.31 2023.12.31 |
||
| Top Food Industry | |||
| Corporation | Taichung City | 37% | 37% |
| Profit or loss attributable to | Percentage of ownership of | ||
| non-controllinginterests | non-controllinginterests | ||
| Name of subsidiary | 2024 2023 |
2024.12.31 2023.12.31 |
|
| Top Food Industry Corporation |
$ 47,605 $ 38,105 $ |
419,793 $ 399,469 |
The summarized financial information of subsidiaries is prepared by the amounts before
elimination of intra-company transactions:
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Top Food Industry
Corporation December 31, 2024 December 31, 2023
Current assets $ 1,888,596 $ 1,585,546
Non-current assets 1,133,011 1,185,801
Current liabilities (1,305,923 ) (1,113,383 )
Non-current liabilities (576,245 ) (573,690 )
Equity $ 1,139,439 $ 1,084,274
Equity attributable to:
Owners of the parent
company $ 719,646 $ 684,805
Non-controlling interests 419,793 399,469
$ 1,139,439 $ 1,084,274
December 31, 2024 December 31, 2023
Operating revenue $ 3,518,699 $ 3,862,696
Net profit (loss) for the
current year $ 129,213 $ 103,427
Net profit (loss) attributable
to:
Owners of the parent
company $ 81,609 $ 65,322
Non-controlling interests 47,604 38,105
$ 129,213 $ 103,427
Cash flows
Operating activities $ 326,300 $ 362,333
Investing activities (35,082 ) (25,440 )
Financing activities 102,667 (390,525 )
Net cash inflows (outflows) $ 393,885 $ (53,632 )
Dividends distributed to
-
non-controlling interests $ 27,281 $
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(6) Investments accounted for using equity method
Investments in associates December 31, 2024 December 31, 2023 Significant associate Significant associate Central Union Oil Corp. (Central Union Oil) $ 323,590 $ 316,021
The percentages of ownership to the associate at the balance sheet date are as follows:
Company name December 31, 2024 December 31, 2023 Central Union Oil 33.33% 33.33%
Please refer to Table 4 “Relevant information on name, location, etc. of investee companies” for the information on the nature of business, main operating location and country of registration.
The investments accounted for using equity method and the shares of profit or loss and other comprehensive income are recognized based on the financial statements of the associate in the same period audited by independent auditors.
The Consolidated Company accounts for the aforementioned associates by equity method.
The summarized financial information is prepared based on the financial statements of associates under IFRS Accounting Standards, and has reflected the adjustments for adopting equity method.
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Central Union Oil December 31, 2024 December 31, 2023
Total assets $ 2,363,008 $ 2,570,894
Total liabilities (1,383,458 ) 1,621,320
Net assets $ 979,550 $ 949,574
Central Union Oil December 31, 2024 December 31, 2023
Operating revenue $ 9,766,166 $ 11,335,270
Central Union Oil December 31, 2024 December 31, 2023
Net profit for the period $ 161,977 $ 160,645
Central Union Oil December 31, 2024 December 31, 2023
Share of associates accounted
$ 53,669 $ 53,548
for using equity method
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As of December 31, 2024 and 2023, the investments accounted for using equity method are not pledged as collateral and guarantee.
(7) Property, plant and equipment
December 31, 2024
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Transporta Constructi
Machinery tion Testing Other on in
Land Buildings equipment equipment equipment equipment progress Total
Cost
Beginning
balance $715,940 $ 1,754,274 $ 2,359,221 $ 57,530 $ 19,138 $ 295,468 $ 16,843 $ 5,218,414
Additions - 4,094 20,121 8,612 788 13,504 1,002 48,121
Disposals - - - - -
(19 ) (1,745 ) (1,764 )
Reclassificatio
ns - 6,094 5,136 - - 210 (10,858 ) 582
Net exchange
differences - - - 50 - 9 - 59
Ending
balance $715,940 $ 1,764,462 $ 2,384,478 $ 66,192 $ 19,907 $ 307,446 $ 6,987 $ 5,265,412
Transporta Constructi
Machinery tion Testing Other on in
Land Buildings equipment equipment equipment equipment progress Total
Accumulated
depreciation
and
impairment
Beginning
-
balance $ $ (479,557 ) $(1,278,155 ) $(31,272 ) $ (6,960 ) $ (239,538 ) [$ ] [-] $ (2,035,482 )
Depreciation
expenses - (40,825 ) (113,675 ) (3,634 ) (1,624 ) (12,889 ) - (172,647 )
Disposals - - - - 19 1,714 - 1,733
Net exchange
differences - - - (50 ) - (8 ) - (58 )
Ending
-
balance $ $ (520,382 ) $(1,391,830 ) $(34,956 ) $ (8,565 ) $ (250,721 ) [$ ] [-] $ (2,206,454 )
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December 31, 2023
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----- Start of picture text -----
Transporta Constructi
Machinery tion Testing Other on in
Land Buildings equipment equipment equipment equipment progress Total
Cost
Beginning
balance $715,940 $ 1,752,181 $ 2,224,245 $ 55,900 $ 12,222 $ 292,354 $103,903 $ 5,156,745
Additions - 2,093 16,586 2,136 6,916 5,809 31,811 65,351
Disposals - - - - -
(480 ) (3,171 ) (3,651 )
Reclassificatio
ns - - 118,390 - - 481 (118,871 ) -
Net exchange
differences - - - (26 ) - (5 ) - (31 )
Ending
balance $715,940 $ 1,754,274 $ 2,359,221 $ 57,530 $ 19,138 $ 295,468 $ 16,843 $ 5,218,414
Transporta Constructi
Machinery tion Testing Other on in
Land Buildings equipment equipment equipment equipment progress Total
Accumulated
depreciation
and
impairment
Beginning
-
balance $ $ (438,893 ) $(1,167,271 ) $(28,163 ) $ (5,739 ) $ (229,908 ) [$ ] [-] $ (1,869,974 )
Disposals - - - 479 - 3,164 - 3,643
Depreciation
expenses - (40,664 ) (110,884 ) (3,614 ) (1,221 ) (12,799 ) - (169,182 )
Net exchange
differences - - - 26 - 5 - 31
Ending
-
balance $ $ (479,557 ) $(1,278,155 ) $(31,272 ) $ (6,960 ) $ (239,538 ) [$ ] [-] $ (2,035,482 )
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-
Constructions in progress are primarily the refined edible oil plant under construction in Port of Taichung area, which have been successively transferred to buildings, machinery equipment and other equipment in 2022. Part of the amount will be transferred after completion of inspection for acceptance.
-
Please refer to Note 8 for the information on property, plant and equipment pledge as collateral.
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(8) Lease agreements
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1. Right-of-use assets
Carrying amount of right-of-
use assets December 31, 2024 December 31, 2023
Land $ 218,072 $ 224,631
Buildings 114 571
Transportation equipment 20,004 17,112
Total $ 238,190 $ 242,314
2024 2023
Additions to right-of-use
assets $ 10,212 $ 1,267
Reductions to right-of-use
assets (895 ) -
Total $ 9,317 $ 1,267
Depreciation expenses of
right-of-use assets
Land $ 6,558 $ 6,558
Buildings 457 457
Transportation equipment 6,426 6,177
Total $ 13,441 $ 13,192
2. Lease liabilities
December 31, 2024 December 31, 2023
Carrying amount of lease
liabilities
Current $ 11,916 $ 13,029
Non-current $ 235,689 $ 237,095
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The discount rate intervals of lease liabilities are as follows:
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December 31, 2024 December 31, 2023
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| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Land | 1.08%~1.40% |
1.08%~1.40% |
| Buildings | 1.38% | 1.38% |
| Transportation equipment | 1.08%~1.91% |
1.08%~1.82% |
3. Significant leasing activities and terms
The parent company signed a land lease contract for leasing the port industry professionalism development zone with Taiwan International Ports Corporation, Ltd. – Port of Taichung Branch (hereafter referred to as “”Port Branch“”) in November 2017 in order to construct and operate the palm oil plant. The lease period is 20 years. According to contractual regulations, the properties and movable properties, and property ownerships financed and constructed by the parent company all belong to the parent company during
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the contract period (including renewal of contract). During the duration of the contract, the parent company should calculate the land rent based on the area of the leased land according to the land value announced by the government and the approved annual rent rate, and pay the management fee according to the amount committed to the Port Branch. When the lease period is terminated, the parent company does not have the right of preferential refusal towards the leased land. The parent company's oil and fat factory in Dadu District, Taichung will also be relocated to this development area. According to the parent company's evaluation of the Taichung Port Plant's operation plan, the Taichung Port Plant will aim for 50 years as its operation target. The parent company will apply in writing to the Taichung Port Branch to continue the lease one year before the expiration of the lease term. Therefore, the calculation of the lease period of the land use right has been adjusted to 50 years.
The parent company rents buildings for being used as plant, and the lease period is 9 years. The parent company rents part of the transportation equipment for being used as business cars, and the lease period is 1.5~5 years.
In addition, subsidiary, Top Food, and Port Branch signed a land lease contract for the leasing of food processing professionalism zone in December 2004 to construct and operate the flour plant. The lease period is 50 years. According to contractual regulations, the constructions for all properties and moveable properties are financed by Top Food, and that the property ownership all belongs to Top Food. During the duration of the contract, Top Food should calculate the land rent based on the area of the leased land according to the land value announced by the government and the approved annual rent rate. When the lease period is terminated, Top Food does not have the bargaining purchase right towards the leased land.
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4. Other leasing information
| Short-term lease expenses Expenses of leases of low value assets Total cash (outflows) arising from leases |
2024 $ 1,406 $ 312 $ (16,655 ) |
2023 $ 1,569 $ 557 $ (16,417 ) |
|---|---|---|
The Consolidated Company has elected to apply for the recognition exemption to shortterm lease of business situs and leases of transportation equipment and office equipment for which the underlying assets are of low value and thus, did not recognize right-of-use assets and lease liabilities for these leases.
(9) Biological assets
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Bearer biological assets December 31, 2024 December 31, 2023
$ 12,610 $ 11,729
Laying hens
December 31, 2024 December 31, 2023
Cost
Beginning balance $ 32,820 $ 22,979
Additions 14,251 11,260
Disposals (21,816 ) (1,419 )
Ending balance $ 25,255 $ 32,820
Accumulated depreciation
Beginning balance $ 21,091 $ 14,208
Depreciation expenses 12,868 8,302
Disposals (21,314 ) (1,419 )
Ending balance 12,645 21,091
Net amount $ 12,610 $ 11,729
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The Consolidated Company’s biological assets are the laying hens from the subsidiary, Fu You An Kang.
The Consolidated Company’s laying hens are mainly used to produce eggs. As of December 31, 2024 and 2023, the Consolidated Company possessed 85 thousand and 68 thousand laying hens, respectively.
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Owing to the short productive cycle of eggs, and the difficulty in obtaining the market price during the breeding period, and the likelihood of damage in biological assets caused by external factors such as climate and disease, the value estimated by discounted cash flows cannot be measured reliably. Thus, they are measured by the amount of cost less accumulated depreciation and accumulated impairment loss, and the related expenses during the breeding period of immature bearer biological assets have been capitalized. Bearer biological assets are depreciated on a straight-line basis over the productive period, and the depreciation period is about 14 months.
The gains on changes in agricultural products originally recognized for the years ended December 31, 2024 and 2023 amounted to $50,999 thousand and $42,794 thousand, respectively.
The Consolidated Company’s financial risks related to biological assets derive from price changes for laying hens and eggs. The Consolidated Company reviews the price expectations for laying hens and eggs on a regular basis, so as to consider the necessity in adopting active financial risk management measures.
(10) Borrowings
- Short-term borrowings
| Short-term borrowings | ||
|---|---|---|
| Credit loans L/C loans |
December 31, 2024 $ 2,551,800 749,797 $ 3,301,597 |
December 31, 2023 |
| $ 1,862,750 527,778 $ 2,390,528 |
The interest rate intervals of short-term borrowings as of the balance sheet date are as follows:
| Credit loans L/C loans Short-term bills payables Commercial paper payables Less: discounts on short- term bills payables |
December 31, 2024 1.83% ~2.29%1.83% ~6.12%December 31, 2024 $ 280,000 (809 ) $ 279,191 |
December 31, 2023 1.70% ~2.44%1.75% ~6.49%December 31, 2023 $ 50,000 (24 ) $ 49,976 |
|---|---|---|
- Short-term bills payables
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The annual interest rates of commercial paper as of December 31, 2024 and 2023 are 2.02% ~ 2.95% and 1.96%, respectively. The maturities are January to March 2025 and January 2024, respectively.
3. Long-term borrowings
- 1) Details of long-term borrowings of the parent company are as follows:
| Secured loans E-Sun Bank Unsecured loans Taiwan Cooperative Bank Subtotal Less: current portion Long-term borrowings |
December 31, 2024 $ 850,000 200,000 1,050,000 (610,000 ) $ 440,000 |
December 31, 2023 $ 710,000 270,000 $ 980,000 (160,000 ) $ 820,000 |
|---|---|---|
The interest rate intervals of the borrowings of the parent company are as follows:
| Borrowings at floating interest rate |
December 31, 2024 1.87% ~1.91% |
December 31, 2023 |
|---|---|---|
1.78%~1.82% |
(a) E.SUN Bank’s secured loan: The parent company signed a credit contract with E.SUN Bank in February 2022, with a total amount of $800,000 thousand. The loan principal can be drawn in tranches starting from the date of signing the contract and expires after two years. The loan principal had its first installment due in October 2022, with subsequent installments due every six months for a total of 10 installments. As of December 31, 2024 and 2023, the loan balances were $400,000 thousand and $560,000 thousand, respectively. In addition, the parent company signed another credit contract, allowing the loan principal to be used as revolving loan within the financing limit from the first draw date of the loan principal in October 2022 until 2025 before the maturity date. The longest period for each loan cannot exceed 1 year, and the amount drawn this time shall be settled on the maturity date for the loan principal, without the need to undergo additional procedures for the principal’s transfer in/out. As of December 31, 2024 and 2023, the loan balance was $450,000 thousand and
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$150,000 thousand, respectively. The parent company offered its plant and land in Dadu District, Taichung City as such line of credit’s collateral.
-
(b) Taiwan Cooperative Bank’s mid-term loan: The original loan principal shall be repaid for the amount drawn down in 24 months after the date of drawn down in March 2021. According to the contract, the amount is for revolving use before maturity. The contract was extended in February 2023 and the loan principal shall be repaid for the amount drawn down in 24 months after the date of drawn down in March 2023. As of December 31, 2024 and 2023, the loan balances were $200,000 thousand and $270,000 thousand, respectively.
-
2) Details of long-term borrowings of the subsidiary, Top Food, are as follows:
| Secured loans Taiwan Cooperative Bank Unsecured loans Hua Nan Commercial Bank Subtotal |
December 31, 2024 $ 350,000 130,000 $ 480,000 |
December 31, 2023 |
|---|---|---|
| $ 350,000 130,000 |
||
| $ 480,000 |
The interest rate intervals of the borrowings of Top Food are as follows:
| Borrowings at floating interest rate |
December 31, 2024 1.96% ~1.99% |
December 31, 2023 |
|---|---|---|
1.84%~1.86% |
In order to enrich the operating funds, the mid-term and long-term loan contracts that Top Food signed with financial institutions are as follows:
- (a) Yuanta Bank’s secured loan: Top Food signed a credit contract with the total amount of $450,000 thousand with Yuanta Bank in December 2020. The credit contract expires two years from the date the contract is signed, and Top Food has extended the contract to expire in 2024. The longest period for each loan cannot exceed 180 days, and the principal of loans shall be repaid for the amount drawn down at maturity. However, the loan principal can be applied for revolving use according to contract regulations, and there
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is no need for Top Food to undergo additional procedures for the principal’s transfer in/out. As of December 31, 2022, the loan balance was $395,000 thousand. Top Food provided the plants and mechanical equipment in Qingshui District, Taichung, and restricted bank deposits, etc. as collaterals for this line of credit. Within the credit duration period, Top Food’s several financial ratios shall meet the regulations in the credit contract. The aforementioned loan has been repaid in December, 2023.
-
(b) Taiwan Cooperative Bank secured loan: Top Food signed a credit contract with the total amount of $350,000 thousand with Taiwan Cooperative Bank in December 2023. Two years after the commencement date of the credit line contract, the principal of loans shall be repaid for the amount drawn down at maturity. As of December 31, 2024, the loan balance wad $350,000 thousand. Top Food also provided the plants in Qingshui District, Taichung, and restricted bank deposits, etc. as collaterals for this line of credit.
-
(c) Hua Nan Commercial Bank’s unsecured comprehensive loan: Top Food drew $58,000 thousand and $50,000 thousand in November and December 2022, respectively. 2 years after the initial draw date, the loan principal shall be repaid by a lump-sum payment on the maturity date. As of December 31, 2022, the loan balance was $108,000 thousand. The aforementioned loan was repaid in November, 2023. Top Food drew another $130,000 thousand in November 2023. 2 years after the initial draw date, the loan principal shall be repaid by a lump-sum payment on the maturity date. As of December 31, 2024, the loan balance was $130,000 thousand.
-
3) Details of long-term borrowings of the subsidiary, Fu You An Kang, are as follows:
| Secured loans Agricultural Bank of Taiwan Less: current portion Long-term borrowings |
December 31, 2024 $ 4,545 (1,818 ) $ 2,727 |
December 31, 2023 $ 6,363 (1,818 ) $ 4,545 |
|---|---|---|
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The interest rate intervals of the borrowings of Fu You An Kang are as follows:
| Borrowings at floating interest rate |
December 31, 2024 2.61% |
December 31, 2023 |
|---|---|---|
| 2.48% |
In order to build animal husbandry facilities, Fu You An Kang Co., Ltd. signed a long-term loan contract of $22,500 thousand with the Agricultural Bank of Taiwan. The credit period is from November 2021 to November 2026, and the first installment shall be repaid in May 2022, with subsequent installments due every six months for a total of 10 installments. As of December 31, 2024 and 2023, the balances of the loan were $4,545 thousand and $6,363 thousand, respectively. Fu You An Kang Co., Ltd. provided the animal husbandry facility in Erlin Township, Changhua County as collaterals for this line of credit.
(11) Post-employment benefit plans
1.Defined contribution plan
The employee pension plan under the “Labor Pension Act” is a defined contribution plan managed by the government. Pursuant to the plan, the Consolidated Company makes monthly contributions of 6% based on each individual employee’s salary or wage to employees’ pension accounts. In accordance with the aforementioned relevant regulations, the amounts recognized as expenses for the years ended December 31, 2024 and 2023 amounted to $12,952 thousand and $12,726 thousand, respectively.
2.Defined benefit plan
The parent company of the Consolidated Company has a defined benefit pension plan managed by the government in accordance with the “Labor Standards Act.” Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The parent company contributes monthly an amount equal to a 8% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent Supervisory Committee of Labor Retirement Reserve Fund (the “Fund”). Before the end of each year, the parent company assesses the balance in the aforementioned Fund. If the balance in the Fund is inadequate to pay the retirement of employees who are eligible for retirement in
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the following year by the aforementioned method, the parent company is required to fund the deficit in one appropriation before the end of next March. As the fund is managed by the Bureau of Labor Funds, the parent company has no right to participate in affecting the investment management strategies of pension fund.
The amounts of defined benefit plans included in the consolidated balance sheets are as follows:
==> picture [480 x 534] intentionally omitted <==
----- Start of picture text -----
Item December 31, 2024 December 31, 2023
Present value of defined benefit
$ 29,973 $ 68,776
obligations
Fair value of plan assets (27,634 ) (61,209 )
Contribution deficit 2,339 7,567
Net defined benefit liabilities $ 2,339 $ 7,567
Changes in net defined benefit liabilities are as follows:
Present value of
Fair value of plan Net defined benefit
defined benefit
assets liabilities
obligations
January 1, 2024 $ 68,776 $ (61,210 ) $ 7,566
Service costs
Current service
-
252 252
costs
Interest expenses
860 (771 ) 89
(income)
Recognized in profit
1,112 (771 ) 341
or loss
Remeasurements
Return on plan -
(5,658 ) (5,658 )
assets
Actuarial gains
- Changes in
-
financial (499 ) (499 )
assumptions
- Experience -
1,464 1,464
adjustments
Recognized in other
comprehensive 965 (5,658 ) (4,693 )
income
Contribution by -
(875 ) (875 )
employer
-
Benefits paid (40,880 ) 40,880
December 31, 2024 $ 29,973 $ (27,634 ) $ 2,339
----- End of picture text -----
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| January 1, 2023 Service costs Current service costs Interest expenses (income) Recognized in profit or loss Remeasurements Return on plan assets Actuarial gains -Changes infinancial assumptions -Experienceadjustments Recognized in other comprehensive income Contribution by employer Benefits paid December 31, 2023 |
Present value of defined benefit obligations Fair value of plan assets Net defined benefit liabilities $ 75,566 $ (66,881 ) $ 8,685 323 -323 850 (758 ) 92 1,173 (758 ) 415 -(632 ) (632 ) (519 ) -(519 ) 609 -609 90 (632 ) (542 ) -(991 ) (991 ) (8,053 ) 8,053 -$ 68,776 $ (61,209 ) $ 7,567 |
|---|---|
The amounts of defined benefit plan recognized in profit or loss summarized by function are as follows:
| as follows: | ||
|---|---|---|
| Operating costs Promotion expenses Management expenses |
2024 $ 55 77 209 $ 341 |
2023 |
| $ 55 111 249 $ 415 |
The Consolidated Company is exposed to the risks below because of the pension system of the “Labor Standards Act.”:
- 1) Investment risk: The plan assets are invested in domestic and foreign equity securities, debt securities, and bank deposits, etc., by self-utilization and conducting the mandated management by the Bureau of Labor Funds. The distributable amount of the plan asset shall not be lower than the return calculated by the interest rate for a two-year time deposit with local banks.
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-
2) Interest rate risk: A decrease in the government bond interest rates and corporate bond interest rate will increase the present value of the defined benefit obligation. However, this will be partially offset by an increase in the return on the plan assets’ investments in debt instruments.
-
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuation of the present value of the defined benefit obligation was carried out by qualified actuaries. The principal assumptions used for the purpose of the actuarial valuations at the measurement date were as follows
| Discount rate Rate of expected future salary increase |
December 31, 2024 1.500% 2.500% |
December 31, 2023 |
|---|---|---|
| 1.250% 2.500% |
If possible reasonable changes in each of the significant actuarial assumptions were to occur and all other assumptions were to remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| Discount rate Increase by 0.25% Decrease by 0.25% Rate of expected future salary increase Increase by 0.25% Decrease by 0.25% |
December 31, 2024 $ (485 ) $ 984 |
December 31, 2023 $ (1,018 ) $ 1,045 $ 1,014 $ (993 ) |
|---|---|---|
| $ 485 $ (474 ) |
The sensitivity analysis presented above may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions would occur isolation of one another as some of the actuarial assumptions may be correlated.
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| Expected amount of contribution within 1 year Average maturity of defined benefit obligations |
December 31, 2024 $ 86 6.5 years |
December 31, 2023 |
|---|---|---|
| $ 936 | ||
| 6.0 years |
(12) Equity
| ) | Equity | ||
|---|---|---|---|
| 1. | Share capital Ordinary shares Authorized number of shares (thousand) Authorized share capital Number of shares issued and fully paid (thousand) Share capital issued |
December 31, 2024 300,000 $ 3,000,000 |
December 31, 2023 |
| 300,000 | |||
| $ 3,000,000 | |||
| 229,638 $ 2,296,382 |
229,638 $ 2,296,382 |
The par value of ordinary shares issued is $10 per share. Each share is entitled a voting right and the right to receive dividends..
2. Capital surplus
| Capital surplus | ||
|---|---|---|
| May be used to cover up accumulated losses, distribute cash, or be capitalized Additional paid-in capital in excess of par May be only used to cover up accumulated losses Shareholder’s overdue unclaimed dividends Total |
December 31, 2024 $ 121,015 2,644 $ 123,659 |
December 31, 2023 |
| $ 121,015 2,130 |
||
| $ 123,145 |
The income derived from the issuance of new shares at a premium and the income from endowments received by the Company in capital surplus may be used to cover up accumulated losses. Where the Company incurs no loss, it may distribute cash dividends or capitalize by this type of capital surplus. However, where the Company intends to capitalize the aforementioned capital surplus, the total amount per year shall not exceed a specific ratio of paid-in capital..
3. Retained earnings and dividend policies
According to the earnings distribution regulations in the Articles of Incorporation of the parent company, if there is any net profit after closing of a fiscal year, the Company shall first pay income tax, offset losses in previous years, set aside a legal capital reserve at 10%
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of the profits left over, and then set aside or reverse a special reserve in accordance with regulations. If there is still remaining balance, the parent company shall set aside with accumulated retained earnings-unappropriated for shareholders’ dividends. The Board of Directors shall draw up a meeting regarding the issue of earnings distribution and submit it to the shareholders’ meeting for the resolution of the distribution of the dividend. Please refer to Note 6(15) for the distribution policies of employees’ and directors’ remuneration stipulated in the Articles of Incorporation of the parent company.
The parent company’s policy regarding the distribution of dividends is based on the principle to maintain the soundness of the company’s long-term financial structure and the growth and expansion of future operations, to distribute share dividends so as to retain the funds needed, and the residual can be distributed as cash dividends. However, cash dividends cannot be less than 10% of total dividends. If the cash dividend is less than $0.1 per share, cash dividends will not be distributed. If the Company incurs no loss, the legal reserve may be capitalized or distributable by cash, for the portion in excess of 25% of the paid-in capital.
The parent company held the regular shareholders meeting on June 26, 2024 and June 29, 2023, respectively and resolved to approved the earnings distribution proposals for the years ended December 31, 2023 and 2022 as follows:
==> picture [413 x 32] intentionally omitted <==
----- Start of picture text -----
Earnings distribution proposal Dividend per share ($)
2023 2022 2023 2022
----- End of picture text -----
| 2023 | 2022 | 2023 | 2022 | |||
|---|---|---|---|---|---|---|
| Provision of legal | ||||||
| reserve | $ | 36,867 | $ | 37,898 | ||
| Cash dividends to | ||||||
| shareholders | 321,493 | 328,055 | $ 1.40 | $ 1.50 | ||
| Stock dividends to | ||||||
| shareholders | - |
109,352 | $- |
$ 0.50 |
The board of directors proposed the earnings distribution for the year ended December 31, 2024 on March 13, 2025 as follows:
| 024 on March 13, 2025 as follows: | ||
|---|---|---|
| Legal reserve Cash dividends Stock dividends |
Earnings distribution proposal $ 34,774 32,149 126,301 |
Dividend per share ($) |
| $ 0.14 $ 0.55 |
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The earnings distribution proposal for the year ended December 31, 2024 is pending to be resolved by the regular shareholders meeting on June 26, 2025.
- Special reserve
As the increase in retained earnings was not enough to be appropriated to special reserve for first-time adoption of IFRS Accounting Standards, the parent company only set aside $200,454 thousand, resulting from the increase in retained earnings for first-time adoption of IFRS Accounting Standards for special reserve.
- Non-controlling interests
| Beginning balance Net profit (loss) for the current year attributable to the non-controlling interests Dividends paid to the non-controlling interests Ending balance |
2024 2023 $ 420,822 $ 379,499 48,488 41,323 (27,281 ) -$ 442,029 $ 420,822 |
2023 |
|---|---|---|
(13) Revenue
| Revenue | ||
|---|---|---|
| Revenue from contracts with customers Revenue from sales of goods Processing revenue Other operating revenue |
2024 $ 12,855,200 2,889 998 $ 12,859,087 |
2023 |
| $ 14,539,178 1,947 2,684 $ 14,543,809 |
- 1) Explanations on contracts with customers
1.Revenue from sales of goods
Products such as oil, feeds, and flour, etc. are sold to wholesalers and retailers respectively, and are sold according to the fixed price in the contract. The revenue is measured at the fair value of considerations received or receivables.
2.Processing revenue
The Consolidated Company renders services of the processing and manufacturing of flour and washed and selected eggs, etc., and the relevant revenue is recognized when the services are rendered.
3.Other operating revenue
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The Consolidated Company’s other operating revenue arises from services, including unloading and weighing, and warehousing, etc. The revenue is collected by fixed unit prices based on number of tons handled. The relevant revenue is recognized when the services are rendered.
- 2) Contract balance
==> picture [475 x 156] intentionally omitted <==
----- Start of picture text -----
Item December 31, 2024 December 31, 2023 January 1, 2023
Notes receivables $ 346,550 $ 411,706 $ 423,729
Notes receivables – related
-
10 87
parties
Accounts receivables 1,181,172 1,063,893 1,299,430
Accounts receivables – related
257,370 331,571 258,128
parties
$ 1,785,102 $ 1,807,170 $ 1,981,374
Contract liabilities (presented as
other current liabilities)
Sales of goods $ 1,277 $ 2,746 $ 1,141
----- End of picture text -----
The changes in contract liabilities mainly result from the differences between the
time point of fulfilling the contractual obligations and the time point of the payment. The amounts of performance obligations from the beginning contract liabilities
recognized as revenue in the current year are as follows:
| Sales of goods | 2024 $ 2,746 |
2023 $ 1,141 |
|---|---|---|
- 3) Details of revenue from contracts with customers
Please refer to Note 14 for the information on details of revenue.
- 4) Contract with customers not fulfilled completely
The time points of the performance obligations not fulfilled completely expected to be recognized as revenue are as follows:
Sales of goods-Perform in 2024-Perform in 2025 |
December 31, 2024 $ -1,277 $ 1,277 |
December 31, 2023 |
|---|---|---|
$ 2,746-$ 2,746 |
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(14) Additional information on nature of expenses
| Depreciation and amortization expenses Depreciation of property, plant and equipment Depreciation of right-of-use assets Depreciation of biological assets Amortization of intangible assets Total Employee benefit expenses Payroll, and bonus, etc. Labor and health insurance expenses Pension expenses Directors’ remuneration Other employee benefit expenses Total |
2024 $ 172,647 13,441 12,868 3,010 $ 201,966 2024 $ 307,094 29,244 13,293 13,261 17,924 $ 380,816 |
2023 |
|---|---|---|
| $ 169,182 13,192 8,302 2,769 |
||
| $ 193,445 | ||
| 2023 | ||
| $ 293,505 28,258 13,141 12,933 15,913 $ 363,750 |
According to the parent company’s Articles of Incorporation, the parent company shall allocate remuneration to employees at the rate of 2%~4% of profit before tax without deducting employee’s remuneration and directors’ remuneration, and to directors at the rate of no higher than 4% of profit before tax without deducting employee’s remuneration and directors’ remuneration during the period. The employees’ remuneration and directors’ remuneration for the years ended December 31, 2024 and 2023 were resolved by the board of directors on March 13, 2025 and March 13, 2024, respectively, as follows:
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| Accrued ratio Employees’ remuneration Directors’ and supervisors’ remuneration Amount Employees’ remuneration Directors’ and supervisors’ remuneration |
2024 2% 2% 2024 $ 9,231 $ 9,231 |
2023 |
|---|---|---|
| 2% 2% 2023 |
||
| $ 8,816 $ 8,816 |
If there is any change in the amount after the date of authorizing the consolidated financial statements of the year for issue, it will be treated as a change in accounting estimates, and adjusted in the financial statement of the next year.
The actual amounts of employees’ and directors’ remuneration for the years ended
December 31, 2023 and 2022 paid are the same as the amounts recognized in the
consolidated financial statements for the years ended December 31, 2023 and 2022.
The information on the employees’ and directors’ remuneration resolved by the board of directors of the parent company is available at the “Market Observation Post System” website of TWSE.
(15) Other gains and losses
| Gains on lease modifications Gains (losses) on disposal of property, plant and equipment Losses on disposal of biological assets Gains on foreign exchange Impairment losses Other losses |
2024 2023 $ -$ 7 (28 ) 1 (382 ) -24,163 34,386 (9,842 ) -(870 ) (256 ) $ 13,041 $ 34,138 |
|---|---|
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(16) Finance costs
| (17) | 2024 2023 Interests of bank loans $ 74,510 $ 71,603 Interests of lease liabilities 3,101 3,150 $ 77,611 $ 74,753 Income taxes 1. Income taxes recognized in profit or loss Income tax expenses primarily comprise the follows: 2024 2023 Current income taxes Origination in the current period $ 94,031 $ 76,503 Adjustments relating to current income tax in prior years 464 (3,929 ) Additional tax on unappropriated earnings 1,467 -Deferred income taxes Origination in the current period 12,986 8,305 Income tax expenses recognized in profit or loss $ 108,948 $ 80,879 Formosa Oilseed Processing Co., Ltd. (Panama) is exempt from income tax according to law. The reconciliation between the accounting income and income tax expenses is as follows: |
|---|---|
| Net profit before tax Income tax expenses calculated by profit before tax multiplying the enacted tax rates Tax-exempt income Additional tax on unappropriated earnings Non-deductible expenses and losses in taxes Deductible temporary differences not recognized Loss carryforwards Different tax rates effects of subsidiaries operating in other jurisdictions Adjustments relating to current income tax in prior years Income tax expenses recognized in profit or loss |
2024 2023 $ 501,422 $ 490,081 $ 117,350 $ 98,016 (9,904 ) (10,710 ) 1,467 --67 -(828 ) (765 ) (1,307 ) 336 (142 ) 464 (4,217 ) $ 108,948 $ 80,879 |
|---|---|
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- Income taxes recognized in other comprehensive income
Income taxes associated with items that will not be reclassified:
| 2024 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Remeasurement of defined benefit | |||||||||
| plans | $ | 939 | $ | - |
|||||
| 3. Changes in deferred tax assets and liabilities are as follows: |
|||||||||
| 2024 | |||||||||
| Recognized in | |||||||||
| profit or loss or | |||||||||
| other | Exchange | ||||||||
| Beginning | comprehensive | rate | Ending | ||||||
| balance | income | difference | balance | ||||||
| Deferred tax assets | |||||||||
| Temporary differences | |||||||||
| Deferred revenue | $ | 12,424 | $ | (11,705 ) | $ | (441 ) $ | 278 | ||
| Losses on investments | - |
||||||||
| accounted for using equity | |||||||||
| method | 10,539 | 10,539 | |||||||
| Inventory valuation losses | 1,687 | (600 ) | - |
1,087 | |||||
| Pension expenses over limit | 1,801 | (1,333 ) | - |
468 | |||||
| Loss allowances over limit | 290 | (12 ) | - |
278 | |||||
| Book-tax difference of costs | - |
||||||||
| of property, plant and | |||||||||
| equipment | 168 | (44 ) | 124 | ||||||
| Unrealized losses on | - |
||||||||
| foreign exchange | 148 | 404 | 552 | ||||||
| Unrealized gross profit | - |
||||||||
| from sales of goods | - |
429 | 429 | ||||||
| Others | 125 | (125 ) | - |
- |
|||||
| $ | 27,182 | $ | (12,986 ) | $ | (441 ) $ | 13,755 | |||
| Deferred tax liabilities | |||||||||
| Temporary differences | |||||||||
| Land value increment tax | $ | 95,560 | $ | - |
$ | - |
$ | 95,560 | |
| Pension liabilities payables | - |
939 | - |
939 | |||||
| $ | 95,560 | $ | 939 | $ | - |
$ | 96,499 |
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2023
| 2023 | |||
|---|---|---|---|
| Deferred tax assets Temporary differences Deferred revenue Losses on investments accounted for using equity method Inventory valuation losses Pension expenses over limit Loss allowances over limit Book-tax difference of costs of property, plant and equipment Unrealized losses on foreign exchange Others Loss carryforwards Deferred tax liabilities Temporary differences Land value increment tax |
Beginning balance $ 12,674 9,991 2,289 1,917 297 212 70 195 8,048 $ 35,693 $ 95,560 |
Recognized in profit or loss or other comprehensive income Exchange rate difference Ending balance $ (44 ) $ (206 ) $ 12,424 548 -10,539 (602 ) -1,687 (116 ) -1,801 (7 ) -290 (44 ) -168 78 -148 (70 ) -125 (8,048 ) --$ (8,305 ) $ (206 ) $ 27,182 $ -$ -$ 95,560 |
Ending balance |
| ) $ 27,182 | |||
| $ 95,560 |
- Unused loss carryforwards not recognized as deferred tax assets in the
consolidated balance sheets
| consolidated balance sheets | ||
|---|---|---|
| Loss carryforwards Expire in 2024 Expire in 2025 Expire in 2026 Expire in 2027 Expire in 2032 |
December 31, 2024 $ ----14,675 $ 14,675 |
December 31, 2023 |
| $ 1,447 767 9 23 16,256 $ 18,502 |
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- Relevant information on unused loss carryforwards
As of December 31, 2024, the relevant information on loss carryforwards is as
follows:
| Un-deducted tax credits $ 2,935 |
Last deductible year 121 |
|---|---|
- Verification of income tax
The declaration of the parent company, the subsidiary, Top Food, and the subsidiary, Fu You An Kang’s profit-seeking enterprise income tax has been verified by the tax collection authority until 2022, except for that of the subsidiary, CHONG HSIANG INTERNATIONAL, which has been verified by the tax collection authority until 2021.
- (18) Earnings per share
| collection authority until 2021. Earnings per share |
||
|---|---|---|
| Basic earnings per share Diluted earnings per share |
2024 $ 1.50 $ 1.50 |
2023 |
| $ 1.60 $ 1.60 |
Net profit and the weighted average number of ordinary shares used to calculate basic earnings per share are as follows:
| arnings per share are as follows: | ||
|---|---|---|
| Net profit Net profit used to calculate basic earnings per share Number of shares Weighted average number of ordinary shares used to calculate basic earnings per share Effect of dilutive potential ordinary shares: Employees’ remuneration Weighted average number of ordinary shares used to calculate diluted earnings per share |
2024 $ 343,986 2024 229,638 237 229,875 |
2023 $ 367,879 Unit: thousand shares 2023 |
| 229,638 194 |
||
| 229,832 |
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If the parent company may elect to distribute the employees’ remuneration in stock or in cash, in calculating the diluted earnings per share, assume the employees’ remunerations to be paid in stock, and add the diluted potential ordinary shares into the calculation of weighted average number of ordinary shares outstanding to calculate the diluted earnings per share, when the potential ordinary shares are dilutive. In calculating the diluted earnings per share in the next year before distribution of employees’ remuneration, the parent company shall keep considering the dilution of the potential ordinary shares.
(19) Capital risk management
The Consolidated Company manages capital to maximize the return to shareholders by optimizing the balances of debts and equity, under the premise of ensuring the capability of continuous operation of each entity in the Consolidated Company.
(20) Financial instruments
-
Fair value information – financial instruments not measured at fair value The management of the Consolidated Company considers that the carrying amount of financial assets and financial liabilities not measured at fair value approach the fair value or the fair value cannot be measured reliably.
-
Categories of financial instruments
| Financial assets Measured at amortized cost (Note1) Financial liabilities Measured at amortized cost (Note2) |
December 31, 2024 $ 4,213,763 $ 5,512,633 |
December 31, 2023 |
|---|---|---|
| $ 2,823,161 $ 4,289,164 |
Note 1 : The balances include financial assets at amortized cost, including cash and
cash equivalent, financial assets at amortized cost, notes receivables, notes receivables – related parties, accounts receivables, accounts receivables – related parties, other receivables, other receivables – related parties, and guaranteed deposits paid, etc.
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Note 2 : The balances include financial liabilities at amortized cost, including shortterm borrowings, short-term bills payables, notes payables, notes payables – related parties, accounts payables, accounts payables – related parties, part of the other payables, other payables – related parties, long-term borrowings (including current portion), and guaranteed deposits received, etc.
- Objectives and policies of financial risk management
The primary financial instruments of the Consolidate Company include financial assets at amortized cost, receivables, payables, borrowings, and lease liabilities, etc. The financial management department of the Consolidated Company monitors and manages the financial risk relating to operations of the Consolidated Company by the internal risk report of analysis of exposure to risks based on the extent and scope of risks. The risks include market risk (including exchange rate risk and interest rate risk), credit risk and liquidity risk.
- Market risk
The Consolidated Company’s exposure to financial risks, including risk of changes in foreign exchange rate and changes in interest rates, result from operating activities.
There is no change in the exposure to market risk of financial instruments and the management and measurement to the exposure.
- A. Exchange rate risk
Carrying amounts of monetary assets and monetary liabilities denominated in different currencies from the functional currency as of the balance sheet date (including the monetary items denominated in different currencies from the functional currency that have been eliminated in the consolidated financial statements).
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December 31, 2024
| December 31, 2024 | ||
|---|---|---|
| Foreign currency Financial assets Monetaryitems USD $ 15,194 Financial liabilities Monetaryitems USD $ 9,802 December 31, 2023 Foreign currency Financial assets Monetaryitems USD $ 1,633 Financial liabilities Monetaryitems USD $ 8,052 |
Exchange rate 32.785 32.785 Exchange rate 30.705 30.705 |
Carrying amount (NTD) |
| $ 494,948 $ 321,349 Carrying amount (NTD) |
||
| $ 50,141 $ 247,237 |
Sensitivity analysis
The Consolidated Company is mainly affected by the fluctuations of the exchange rate of USD.
The table below is the sensitivity analysis under the circumstances of a strengthening/weakening of 5% of NTD (the functional currency) against the each relevant foreign currency. 5% is the sensitivity rate used for the Consolidated Company to report exchange rate risk to the key management, and also the management’s evaluation of possible reasonable variation range of exchange rates. The table below shows when functional currency of entities relatively appreciates by 5% to each relevant currency, the amount of changes in net profit before tax or equity. When NTD to each relative foreign currency depreciates by 5%, its impact on net profit before tax will be the same amount in reverse.
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| Increase or decrease in net profit before tax |
Impact of USD | Impact of USD |
|---|---|---|
| 2024 $ 8,680 |
2023 | |
| $ 9,855 |
The sensitivity analysis arises from the bank deposits, receivables and short-
term borrowings denominated in USD without engaging in cash flow hedge outstanding as of the balance sheet date.
B. Interest rate risk
Carrying amounts of financial assets and financial liabilities exposed to interest rate risk as of the balance sheet date are as follows:
With fair value interest rate risk-Financial assets-Financial liabilitiesWith cash flow interest rate risk -Financial assets-Financial liabilities |
December 31, 2024 $ 48,175 2,830,929 2,278,247 2,332,424 |
December 31, 2023 |
|---|---|---|
| $ 78,250 2,162,850 901,808 1,994,141 |
Sensitivity analysis
The sensitivity analysis below is determined by the exposure to interest rate risk of the non-derivative financial instruments at the balance sheet date. An increase or decrease of 25 bp is the rate used for the Consolidated Company to report interest rates to key management, and also the evaluation of possible reasonable variation range of interest rates.
If all other variables were to remain constant, an increase or decrease of 25 bp in the interest rate would have decreased or increased the profit before tax by $135 thousand and $2,731 thousand for the years ended December 31, 2024 and 2023, respectively. This is primarily resulting from the exposure to interest rate risk of the demand deposits and borrowings with floating interest rates.
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2. Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial losses to the Consolidated Company. As of the balance sheet date, the max exposure to credit risk due to financial losses resulting from a default on the contractual obligations is primarily from the carrying amounts of financial assets recognized in the consolidated balance sheets
The policies of the Consolidated Company are only entering into transactions with counterparties with good credit and acquiring sufficient guarantees if necessary, to decrease the risk due to financial losses resulted from default.
The counterparties of accounts receivables cover numerous customers and diversify in the sales of oil, feeds, and flour, etc. Except for the associate, Central Union Oil, the Consolidated Company is not significantly exposed to credit risk arising from any single counterparty or any group of counterparties with similar characteristics.
3. Liquidity risk
The objective of managing liquidity risk is guaranteeing sufficient financial flexibility by maintaining cash and cash equivalents, marketable securities with high liquidity, and sufficient credit lines from banks, etc., necessary in operation.
The table below is prepared based on the earliest date on which repayment may be required, and by the undiscounted cash flows of financial liabilities (including the principals and estimated interests). Therefore, bank loans of the Consolidated Company that may be required to repay immediately are listed in the earliest period of the table below, without considering the possibility that the banks enforce the right immediately. The maturity analysis of other non-derivative financial liabilities is prepared by the agreed repayment date.
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The undiscounted interests of the cash flows of interests paid at floating interest rate are derived by the yield curve at the balance sheet date.
| December 31, 2024 Non-derivative financial liabilities Liabilities without interests Lease liabilities Floating interest rate instruments Fixed interest rate instruments |
Within 1 year $ 488,252 14,959 3,163,618 1,028,988 $ 4,695,817 |
1-5 years $ -51,739 922,727 -$ 974,466 |
Over 5 years |
|---|---|---|---|
$-232,046 --$ 232,046 |
Further information on the maturity analysis of lease liabilities is as follows:
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----- Start of picture text -----
Within 1 Over 20
December 31, 2024
year 1-5 years 5-10 years 10-15 years 15-20 years years
Lease liabilities $ 14,959 $ 51,739 $ 37,670 $ 37,670 $ 37,670 $ 119,036
December 31, 2023 Within 1 year 1-5 years Over 5 years
Non-derivative financial
liabilities
Liabilities without interests $ 382,297 $ - $ -
Lease liabilities 16,760 45,766 248,735
Floating interest rate -
716,589 1,323,713
instruments
Fixed interest rate - -
1,919,574
instruments
$ 3,035,220 $ 1,369,479 $ 248,735
----- End of picture text -----
Further information on the maturity analysis of lease liabilities is as follows:
| December 31, 2023 Lease liabilities |
Within 1 year $ 16,760 |
1-5 years $ 45,766 |
5-10 years $ 39,290 |
10-15 years $ 37,670 |
15-20 years $ 37,670 |
Over 20 years $ 134,105 |
|---|---|---|---|---|---|---|
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VII.Related party transactions
As the intra-company transactions, account balances, income and expenses within the Consolidated Company are eliminated in consolidation, they are not disclosed in the Note. The transactions between the Consolidated Company and other related parties are as follows.
1. 1. Name and relationship of related parties
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----- Start of picture text -----
Name of related party Relationship with the Consolidated Company
Significant associate
----- End of picture text -----
| Significant associate | Significant associate | ||
|---|---|---|---|
| Central Union Oil Corp. | Investee accounted for using equity method | ||
| Other related parties | |||
| Cheng Xin Investment Co., Ltd. | The major shareholder is the first degree | ||
| relative of the representative of the corporate | |||
| chairman of the parent company (became non- | |||
| related party since November 2024) | |||
| Tong Ann Chemicals Co., Ltd. | The chairman is the chairman of the parent | ||
| company (after November 2024) | |||
| The chairman is the first degree relative of the | |||
| representative of the deputy corporate | |||
| chairman of the parent company (before | |||
| November 2024) | |||
| Tai Sheng Ocean Development | The chairman is the chairman of the parent | ||
| Co., Ltd. | company (after November 2024) | ||
| The chairman is the first degree relative of the | |||
| representative of the deputy corporate | |||
| chairman of the parent company (before | |||
| November 2024) | |||
| Fu Hong Eggs Ltd. | The chairman is the supervisor of Fu You An | ||
| Kang | |||
| Jia Sheng Farm Product Co., Ltd. | The chairman is the director of Fu You An | ||
| Kang | |||
| Qun Sheng Fa Co., Ltd. | The chairman is the chairman of the parent | ||
| company (became non-related party since | |||
| November 2024) | |||
| MORN SUN |
FEED | MILL | The chairman is the director of the parent |
| CORPORATION | company (after November 2024) | ||
| Corporate director of the parent company | |||
| (before November 2024) | |||
| MORN | SUN | FOODS | The chairman is the director of the parent |
| CORPORATION | company (after November 2024) | ||
| Corporate director of the parent company | |||
| (before November 2024) | |||
| Xu, Ming Fa | Director of Fu You An Kang |
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2. 3. Operating revenue
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----- Start of picture text -----
Category/name of
Account
related party 2024 2023
Sales revenue Associate
Central Union
$ 2,282,548 $ 2,609,783
Oil
Other related
178,774 131,906
parties
$ 2,461,322 $ 2,741,689
Other operating -
Associates $ $ 51
revenue
----- End of picture text -----
The parent company sells processed soy flour and exclusively selected soybeans to associates, and the selling price is the market price subtracting the promotion expenses that associates should bear. The transaction conditions for other related parties are based on general transaction terms.
Other operating revenue arises from the parent company providing unloading and weighing services for associates, with fees charged based on a fixed unit price per processed ton.
3. 4. Purchases
| urchases |
||
|---|---|---|
| Category/name of related party Associates Other related parties |
2024 $ 204,068 16,555 $ 220,623 |
2023 |
$ 268,413-$ 268,413 |
The transaction terms of purchases from related parties are negotiated individually.
5. 4. |
Processing expenses | ||
|---|---|---|---|
| Category/name of related party | 2024 | 2023 | |
| Associate | |||
| Central Union Oil | $ 253,090 | $ 235,232 |
Processing expenses are mainly the parent company’s entrusting of the associates to process and manufacture soybean oil, soy flour, exclusively selected soybeans, and shelled soy flour. The processing prices are based on the processing contract agreed and signed by both parties. The contract prices are negotiated individually.
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5. 6. Lease agreements
| ease agreements | ||
|---|---|---|
| Category/name of related party Lease liabilities Other related party Xu, Ming Fa Category/name of related party Interest expenses Other related party Xu, Ming Fa |
December 31, 2024 $ 4,309 2024 $ 64 |
December 31, 2023 |
| $ 4,965 | ||
| 2023 | ||
| $ 73 |
The subsidiary, Fu You An Kang, leases business situs from other related party. The
determination and payment of rents are equivalent to general transactions.
6. 7. Lease agreements
Operating lease
The parent company rent workplaces to the other related party, Cheng Xin Investment
Co., Ltd. The lease period is 5 years. The determination and payment of rents are negotiated individually.
Rent income is summarized as follows:
| Rent income is summarized as follows: | ||
|---|---|---|
| Category/name of related party Other related party |
2024 $ 36 |
2023 |
| $ 36 |
The lease payments that will be collected in the future are summarized as follows:
| Category/name of related party Other related party Cheng Xin Investment Co., Ltd. |
December 31, 2024 $ 72 |
December 31, 2023 |
|---|---|---|
| $ 72 |
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7. 8. Receivables from related parties
8. Receivables from rela7. |
ted parties | ||
|---|---|---|---|
| Account Notes receivables – related parties Accounts receivables – related parties Other receivables – related parties |
Category/name of related party Other related parties Associate Central Union Oil Other related parties Associates |
December 31, 2024 $ 10 $ 245,589 11,781 $ 257,370 $ 40,983 |
December 31, 2023 |
$- |
|||
| $ 316,562 15,009 |
|||
| $ 331,571 | |||
$- |
No guarantee was collected for the outstanding receivables from related parties. For the years ended December 31, 2024 and 2023, no loss allowance was provided for receivables from related parties.
8. 9. Payables to related parties
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Category/name of
Account
related party December 31, 2024 December 31, 2023
Notes payables – Other related
- $ 22
related parties parties $
Accounts payables –
Associate
related parties
Central Union
$ 51,369
Oil $ 18,160
Other payables –
Associate
related parties
Central Union
-
Oil $ 268 $
Other related
333
parties 408
$ 676 $ 333
----- End of picture text -----
No guarantee was provided for the outstanding payables to related parties.
9. 10. Others
10. Others9. |
|||
|---|---|---|---|
| Account Freight Service expenses Other expenses Entertainment expenses |
Category/name of related party Other related parties Other related parties Associates Associates |
2024 $ 183 $ 4,826 $ 846 $ - |
2023 |
| $ 340 | |||
| $ 4,250 | |||
| $ 1,652 | |||
| $ 2 |
Service expenses are primarily labor dispatch expenses paid to related parties.
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10. 11. Remunerations to the key management
The total amounts of the remunerations paid to directors and other key management for
the years ended December 31, 2024 and 2023 are as follows:
| Short-term employee benefits Post-employment benefits |
2024 $ 16,017 514 $ 16,531 |
2023 |
|---|---|---|
| $ 18,920 414 $ 19,334 |
The remunerations paid to directors and other key management are determined by the remuneration committee based on the personal performances and the market trends.
VIII.Pledged assets
The assets as follows have been pledged as collateral for bank loans and various credit
guarantees, etc.:
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----- Start of picture text -----
Item December 31, 2024 December 31, 2023
Property, plant and equipment $ 1,170,113 $ 1,178,821
Financial assets at amortized cost –
35,084 35,000
restricted bank deposits
Other current assets – restricted bank
-
403,327
deposits
$ 1,608,524 $ 1,213,821
----- End of picture text -----
IX.Significant contingent liabilities and unrecognized contract commitments
Except for those explained in other notes, the significant commitments and contingencies as of the balance sheet date are as follows:
-
(1) Significant commitments
-
1.As of December 31, 2024 and 2023, the letter of credit issued but not yet used for
procurement of raw materials amounted to $1,294,972 thousand and
-
$1,057,898 thousand, respectively.
-
2.Unrecognized contract commitments are as follows:
| Procurement of property, plant and equipment |
December 31, 2024 $ 328 |
December 31, 2023 $ 63,981 |
|---|---|---|
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(2) Contingencies
1.The Company purchased oil as raw materials from Chang Chi Foodstuff Factory Co., Ltd. (hereafter referred to as Chang Chi Foodstuff), which resulted in the Company’s compensation loss from oil recovery and related litigations due to adulterating. The Company filed for proceedings in a criminal case that brought a supplementary civil action against Chang Chi Foodstuff for compensation for damages in February 2014. The court convicted Chang Chi Foodstuff for offense of fraud in July 2014, and the Company should have been jointly compensated with $38,307 thousand and delay interests. This case was appealed by Chang Chi Foodstuff, and was sent back by the Supreme Court for retrial. The Intellectual Property Court changed the verdict resulting in the Company losing the case in the first retrial in 2017. The case was appealed by the Company, and was sent back by the Supreme Court for retrial. The Intellectual Property Court adjudged that Chang Chi Foodstuff shall compensate the Company $30,000 thousand and delay interests in the second retrial. This case was appealed by Chang Chi Foodstuff, and the original judge was revoked and sent back by the Supreme Court for retrial. The Intellectual Property Court adjudged that the Company lost the case in the third retrial. This case was appealed by the Company, and the original judge was revoked and sent back by the Supreme Court to the Intellectual Property and Commercial Court. The Intellectual Property Court rendered the judgement in the fourth retrial on October 30, 2024 that Chang Chi Foodstuff shall jointly compensate the Company $25,497 thousand and delay interests. Chang Chi Foodstuff and others filed an appeal, and the case is under the judgement of the Supreme Court.
- 2.”New civil engineering, mechanical and electrical fire protection and air conditioning engineering of the plant in Port of Taichung area” of the Company is contracted and built by LUNG MING GREEN ENERGY TECHNOLOGY ENGINEERING CO., LTD. (LUNG MING GREEN ENERGY). However, the both parties have different opinion about the amount paid for the balance payment of the engineering, and the attribution of responsibility for delay in construction progress, etc. LUNG MING GREEN ENERGY appealed to claim $51,705
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thousand of the unpaid payment for two constructions from the Company to the Taiwan Taichung District Court in June 2023, and changed its assertion in the litigation to additionally claim $13,147 thousand of the construction management expenses and $11,981 thousand of the additional payment for construction. The total claimed amount is changed to $76,833 thousand. After the Company assessed the unpaid payment for constructions, the punitive damages and price reduction due to defects in constructions that shall be compensated by LUNG MING GREEN ENERGY, the Company believes that the payable amounts have been provided appropriated (recognized as $27,504 thousand of other payables). The case is under judgement by the Taiwan Taichung District Court.
-
3.The reserve notes for guarantee issued for borrowings from Hua Nan Commercial Bank, guarantee for issuing letter of credit, and guarantee for purchasing materials amounted to $500,000 thousand.
-
4.The performance bonds in 2024 for leasing the land and pier of Port of Taichung industrial development professional area amounted to $6,540 thousand.
-
5.The purchasing contracts signed (the contractual unit price refers to the market price) to commit purchasing commodities including soybeans, corns, etc. totaled to 102,436 tons.
-
6.The subsidiary, Fu You An Kang, has to submit the letter of comfort from the parent company for signing long-term borrowing contract, and the parent company commits to maintain the percentage of ownership no lower than 50% during the lifetime of the borrowing contract.
-
X.Significant losses due to disaster: None.
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XI.Significant subsequent events:
-
(1) The shareholders holding more than 3% of the total number of outstanding shares of the Company convened an extraordinary shareholders' meeting in accordance with Paragraph 1, Article 173 of the Company Act. on November 22, 2024. In the meeting, 6 directors and 3 independent directors have been re-elected fully, effective from that day. Relevant change in registration has been approved by the Ministry of Economic Affairs and completed on May 13, 2025.
-
(2) As the Company did not publish and declare the financial statements for the year ended December 31, 2024 by the deadline stipulated in Paragraph 1, Article 50 of the Operating Rules of the Taiwan Stock Exchange Corporation, Taiwan Stock Exchange ceased the trading of the marketable securities of the Company since April 7, 2025. Therefore, part of the bank facilities was not completed. As the progress of the bank facilities depends on the bank’s progress, the Company is unable to estimate the impact. The Company will keep paying attention to the impacts on the financial statements from the event, and try our best to support the bank to complete the procedures of bank facilities.
XII.Others: None.
XIII.Other disclosures
-
(1) Significant transactions and (2) Relevant information on investee companies
-
1.Loans to others: None.
-
2.Provision of endorsement and guarantee for others: Table 1.
-
3.Marketable securities held in the end of the period (excluding investments in subsidiaries and associates): None.
-
4.Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital or more: None.
-
5.Acquisition of real estate reaching $300 million or 20% of the Company’s paid-in capital or more: None.
-
6.Disposal of real estate reaching $300 million or 20% of the Company’s paid-in capital or more: None.
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-
7.Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Table 2.
-
8.Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: Table 3.
-
9.Trading in derivative instruments: None.
-
10.Others
:business relationships among the parent company and subsidiaries, and significant intercompany transactions: Table 6. -
11.Information on investees: Table 4.
-
(3) Information on investees in the Mainland China
-
Name, major business, paid-in capital, investment method, remittance outward and inward of funds, percentage of ownership, profit or loss of the current period and the gains or losses on investments recognized, carrying amount of investment in the end of the period, gains or losses on investments remitted back of the investees in the Mainland China, and the limitations on the investments in Mainland China: Table 5.
-
The significant transactions, prices, payment terms, and unrealized gains or losses directly with the investees in Mainland China or indirectly through the third region:
-
1)Amount and percentage of purchases and the ending balance and percentage of relevant payables: None.
-
2)Amount and percentage of sales and the ending balance and percentage of relevant receivables: None.
-
3)Amount of property transactions and the resulting gains or losses: None.
-
4)Ending balance and the purpose of endorsement and guarantee of notes or collateral provided: None.
-
5)The highest balance, ending balance, interest rate interval, and total interests in the current period of fund financing: None.
-
6)Other transactions with significant influence on the profit or loss or financial condition of the current year, e.g. rendering or receiving services, etc.: None.
-
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-
(4) Information on major shareholders: name, number of shares held, and percentage of
- ownership of shareholders with percentage of ownership reaching 5%: Table 7.
-
XIV.Operating segment information
Reportable segments of the Consolidated Company include oil segment, feed segment, flour segment, and other segment.
Oil segment: production, processing and sales of soybean oil and soybean powder, etc.
Feed segment: production, processing and sales of feeds, etc.
Flour segment: production, processing and sales of flour, etc.
Other segment: other operating activities not belong to oil segment, feed segment and flour segment.
- (1) Segment revenue and operating results
Revenue and operating results from continuing operations analyzed by reportable segments
as follows:
| as follows: | |||
|---|---|---|---|
| Oil segment Feed segment Flour segment Other segments Total continuing operations Profit of associates accounted for using equity method, Interest income Net gains on foreign exchange Rent income Interest expenses Net profit before tax from continuing operations |
Segment | revenue 2023 $ 6,774,223 4,180,933 3,502,937 85,716 $14,543,809 |
Segmentprofit or loss 2024 2023 $ 149,728 $ 121,586 159,754 191,706 178,276 145,827 2,013 9,450 489,771 468,569 53,669 53,548 10,224 6,917 24,164 34,386 1,205 1,414 (77,611 ) (74,753 ) $ 501,422 $ 490,081 |
| 2024 $ 6,072,027 3,463,051 3,236,216 87,793 $12,859,087 |
2024 $ 149,728 159,754 178,276 2,013 489,771 53,669 10,224 24,164 1,205 (77,611 $ 501,422 |
The segment revenue reported above arose from transactions with external customers.
Segment profit is the profit earned by each segment, excluding profit of associates accounted for using equity method, interest income, net gains on foreign exchange, rent income, and interest expenses that shall be allocated.
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(2) Segment total assets
| gment total assets | ||
|---|---|---|
| Segment assets Continuing operations Oil segment Feed segment Flour segment Other segments Total segment assets Unallocated assets Consolidated total assets |
December 31, 2024 $ 4,216,467 1,511,887 2,814,092 760,011 9,302,457 713,153 $ 10,015,610 |
December 31, 2023 |
| $ 3,584,313 1,033,238 2,711,230 681,471 |
||
| 8,010,252 710,270 $ 8,720,522 |
For the purposes of monitoring segment performance and allocating resources to each segment, except for associates accounted for using equity method, financial assets at amortized cost, guaranteed deposits paid, other prepayments, and current and deferred tax assets, all the other assets are allocated to reportable segments. The corporate assets of reportable segments are allocated based on the revenue earned by reportable segments.
(3) Geographic information
The Consolidated Company primarily operates in two regions – R.O.C. and Mainland China.
Information on the revenue from external customers from continuing operations classified by the operating location and the non-current assets classified by the location of assets is as follows:
R.O.C. Mainland China |
Revenue from external customers 2024 2023 $ 12,859,083 $ 14,384,391 4 159,418 $ 12,859,087 $ 14,543,809 |
Non-current assets | Non-current assets |
|---|---|---|---|
| 2024 $ 12,859,083 4 $ 12,859,087 |
December 31, 2024 $ 3,709,679 25 $ 3,709,704 |
December 31, 2023 | |
| $ 3,811,837 16 $ 3,811,853 |
Non-current assets does not include deferred tax assets.
(4) Information on major customers
Except for sales revenue from Central Union Oil for the years ended December 31, 2024 and 2023 amounting to $2,282,548 thousand and $2,609,783 thousand, respectively, both
accounting for 18% of consolidated operating revenue of each year, there is no other customer with sales reaching 10% of the consolidated operating revenue.
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Formosa Oilseed Processing Co., Ltd.
Business Relationships among the Parent Company and Subsidiaries, and Significant Intercompany Transactions
For the Year Ended December 31, 2024
Table 6
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----- Start of picture text -----
Expressed in thousands of NTD
Details of transaction
No.
Relationship with the Ration accounting
(Note1) Name of the trader Counterparty trade (Note 2) Account Amount Transaction terms fortotal consolidatedoperating
revenue or assets
Payables to T/T 45 days monthly
0 FOPCL Top Food 1 $ 56,536 0.6%
associates closing
T/T 45 days monthly
Purchases 282,476 2.2%
closing
Receivables from
0 FOPCL CHONG HSIANG INTERNA 1 182,656 [T/T 45 days monthly] 1.8%
associates closing
Sales revenue 863,495 [T/T 45 days monthly] 6.7%
closing
Receivables from
1 Top Food FOPCL 2 56,536 [T/T 45 days monthly] 0.6%
associates closing
Sales revenue 282,476 [T/T 45 days monthly] 2.2%
closing
Payables to T/T 45days monthly
2 CHONG HSIANG INTERNFOPCL 2 182,656 1.8%
associates closing
T/T45 days monthly
Purchases 863,495 6.7%
closing
----- End of picture text -----
Note 1: Information on business transactions between the parent company and subsidiaries should be indicated in the numbered column respectively, and the numbers should be completed as follows.
-
(1)Enter 0 for the parent company.
-
(2)The subsidiaries are numbered by company, starting with the Arabic numeral 1.
-
Note 2: There are three types of relationships with the counterparties as follows. For example, if the parent company has disclosed the transaction with the subsidiary, the subsidiary the transaction repeatedly. If one of the subsidiaries has disclosed the transaction with the subsidiary, the other subsidiary does not need to disclose the trans
-
(1)Parent company to subsidiary
-
(2)Subsidiary to parent company
-
(3)Subsidiary to subsidiary
Note 3: The ratio of transaction amount to consolidated total operating revenue or total assets is calculated as the ending balance to consolidated total assets in the case of assets and l cumulative amount to consolidated total revenue in the case of profit or loss.
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