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GBM — Annual Report 2020
Jul 12, 2021
52130_rns_2021-07-12_1ca74833-7887-42e3-a9c1-ba78bcd60725.pdf
Annual Report
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Stock Code: 2504 Website to access the annual report of Goldsun Co., Ltd.: http://www.gdc.com.tw/ Website of Market Observation Post System: http://mops.twse.com.tw
Goldsun Building Materials Co., Ltd.
2020 Annual Report
Printed Date: March 30, 2021
Name, title, phone and email of the Company's spokesperson Spokesperson: James Chiu Deputy Spokesperson: Jie-Tang Chang Title: Vice President Title: Manager Telephone: (02)87928088 (main line) Telephone: (02)87928088 (main line) E-mail : [email protected] E-mail : [email protected]
Address and phone number of headquarters and plants Head office: 7F, No. 8, Xinhu 1st Road, Neihu District, Taipei City Telephone: (02)87928088 Xizhi plant: No. 360, Fude 2nd Road, Xizhi District, New Taipei City Telephone: (02)26925518 Taipei plant: No. 33, Section 3, Nangang Road, Nangang District, Taipei City Telephone: (02)27837136 Keelung plant: No. 2-2, Bade Road, Qidu District, Keelung City Telephone: (02)24553020 Tucheng plant: No. 202, Section 2, Zhonghua Road, Tucheng District, New Taipei City Telephone: (02)22693594 Bali plant: No. 221, Section 2, Longmi Road, Bali District, New Taipei City Telephone: (02)26193237 Taipei port plant: No. 128, Shanggang Road, Bali District, New Taipei City Telephone: (02)26193137 Linkou plant: No. 17, Wenming Road, Guishan District, Taoyuan City Telephone: (03)3972661 Hualien plant: Haibin No. 1, Ren-An Village, Ji-An Township, Hualien County Telephone: (03)8524247 Zhongli plant: No. 1, Nan-Shi Section 1, Zhongfeng Road, Pingzhen District, Taoyuan City Telephone: (03)4393111 Taoyuan plant: No. 202, Chongqing Street, Bade District, Taoyuan City Telephone: (03)3643530 Luzhu No. 2 plant: No. 10, Lane 277, Section 3, Zhangxing Road, Luzhu District, Taoyuan City Telephone: (03)3246111 Hsinchu plant: No. 646, Section 6, Zhonghua Road, Xiangshan District, Hsinchu City Telephone: (03)5372150 Dongda plant: No. 30-1, Lane 110, Section 3, Dongda Road, North District, Hsinchu City Telephone: (03)5324653 Zhubei plant: No. 90, Lane 588, Section 2, Dongxing Road, Zhubei City, Hsinchu County Telephone: (03)5501011 Miaoli plant: No. 2, Zhongxing Street, Tongluo Township, Miaoli County Telephone: (037)226669 Taichung plant: No. 1, Gongyequ 21st Road, Nantun District, Taichung City Telephone: (04)23550836 Daya plant: No. 295, Section 3, Minsheng Road, Daya District, Taichung City Telephone: (04)25609155 Chiayi plant: No. 50, Zhongshan Road, Minxiong Township, Chiayi County Telephone: (05)2214800 Chiatai plant: No. 91, Section 2, Beigang Road, Taibao City, Chiayi County Telephone: (05)2375115 Dounan plant: No. 23, Gonglun Road, Dounan Township, Yunlin County Telephone: (05)5971178 Tainan plant: No. 62, Zhouwei Street, Yongkang District, Tainan City Telephone: (06)2537306 Xinshi plant: No. 461, Xiao-xin Village, Xiao-xin-ying, Shanhua District, Tainan City
Telephone: (06)5838261 Dahu plant: No. 28, Section 2, Zhongshan Road, Hunei District, Kaohsiung City Telephone: (07)6997889 Gangshan plant: No. 180, Benzhou Road, Gangshan District, Kaohsiung City Telephone: (07)6240908 Renwu plant: No. 59, Zhu-gong 3rd Lane, Renwu District, Kaohsiung City Telephone: (07)3751555 Kaohsiung plant: No. 930-1, Minzu 1st Road, Zuoying District, Kaohsiung City Telephone: (07)3424415 Fengshan plant: No. 81, Jiangshan Road, Daliao District, Kaohsiung City Telephone: (07)7015111 Xiaogang plant: No. 11, Yongchun Street, Xiaogang District, Kaohsiung City Telephone: (07)8720617
Name, address, telephone and website of stock services
Name: Stock Agency Department of Yuanta Securities Address: B1, No. 210, Section 3, Chengde Road, Datong District, Taipei City Telephone: (02)2586-5859 Website: http://www.yuanta.com.tw
Name of auditors of the latest audited financial report, and name, address, telephone and website of CPA firm Certified Accountant: Chien-Ru Yu, Hsin-Min Hsu Name of CPA Firm: Ernst & Young Taiwan Address: 9F, No. 333, Section 1, Keelung Road, Xinyi District, Taipei City Telephone:(02)2757-8888 Website: http://www.ey.com
Name of overseas exchange where securities are listed, and the methods for inquiring the foreign-listed securities: NA.
Company's website, http://www.gdc.com.tw
Table of Contents
One. Letter to Shareholders
| Two. Company Profile | 5 |
|---|---|
| I. Date of establishment | 5 |
| II. Company history | 5 |
| Three. Corporate Governance Report | 7 |
| I. Organizational system | 7 |
| II. Profile of directors, president, vice presidents, assistant vice presidents, and | 10 |
| supervisors of departments and branches | |
| III. Remuneration paid during the most recent fiscal year to directors of the board, | 15 |
| the president, and vice presidents: | |
| IV. Implementation of corporate governance | 20 |
| V. Audit fee of independent auditors | 50 |
| VI. Change of auditors | 51 |
| VII. If the chairman, president and managers in charge of the Company's finance and | |
| accounting operations held any positions within the Company's independent | |
| audit firm or its affiliates during the past one year | 51 |
| VIII. Changes in the transfer or pledge of shares by directors, officers, and | |
| shareholders holding over 10% of the outstanding shares in the previous year | |
| and by the date of report publication | 52 |
| IX. Information on top ten shareholders and their mutual relationship | 53 |
| X. The total number of shares and total equity stake held in any single enterprise by | |
| the Company, its directors, managerial officers, and any companies controlled | |
| either directly or indirectly by the Company | 55 |
| Four. Financing Activities | 57 |
| I. Capital and shares | 57 |
| II. Issuance of corporate bonds | 66 |
| III. Issuance of preferred stocks | 66 |
| IV. Issuance of overseas depository receipts | 66 |
| V. Status of employee stock option plan | 66 |
| VI. Status of employee restricted stock | 66 |
| VII. New share issuance in connection with mergers and acquisitions | 66 |
| VIII. Financing plans and implementation | 66 |
| Five. Overview of Operations | 67 |
| I. Content of Business | 67 |
| II. Markets, production, and marketing | 71 |
| III. Information about employees | 76 |
| IV. Environmental protection expenditure | 79 |
| V. Labor relations | 82 |
| VI. Important contracts | 84 |
| Six. Overview of Financial Status | 84 |
| I. Condensed balance sheet and income statement and accountants' auditing | 84 |
| recommendations for the past five years | |
| II. Financial analysis for the past five years | 88 |
| III. Audit committee review of the most recent annual financial report | 94 |
| IV. Consolidated financial statements for the most recent fiscal year audited and | 95 |
| validated by certified public accountants |
| V. Standalone financial statements for the most recent fiscal year audited and | 205 |
|---|---|
| validated by certified public accountants | |
| VI. If the company and its affiliates have experienced financial difficulties in the | |
| most recent fiscal year or during the current fiscal year up to the date of | |
| publication of the annual report, the annual report shall explain how said | |
| difficulties will affect the Company's financial situation | 301 |
| Seven. Review and Analysis of the Financial Position and Performance and | 301 |
| Risk Management | |
| I. Financial position | 301 |
| II. Financial performance | 302 |
| III. Cash flow | 303 |
| IV. Impact of major capital expenditures on financial operations | 304 |
| V. Company's re-investment policy for the most recent fiscal year, the main reasons | |
| for the profits/losses generated thereby, the plan for improving re-investment | |
| profitability, and investment plans for the coming year | 304 |
| VI. Analysis and assessment of risks in the most recent fiscal year and up to | 304 |
| publication date of the annual report | |
| VII. Other important matters | 307 |
| Eight. Special Matters to be Included | 308 |
| I. Information related to the Company's affiliates. | 308 |
| II. Status of private placement of securities during the most recent fiscal year or up | 319 |
| to the date of publication of the annual report | |
| III. Holding or disposal of shares in the Company by the Company's subsidiaries | 319 |
| during the most recent fiscal year or up to the date of publication of the annual report | |
| IV. Other supplementary notes | 319 |
| Nine. If any of the situations listed in Article 36, paragraph 3, sub-paragraph 2 | |
| of the Securities and Exchange Act, which might materially affect | |
| shareholders' equity or the price of the company's securities, have | |
| occurred during the most recent fiscal year or during the current fiscal | |
| year up to the date of publication of the annual report…..…..…. | 319 |
Greetings to all of our valued shareholders,
Time can be an excellent competitive advantage. In the past year, we supplied to the first domestic heavy-particle cancer medical center in Taipei Veterans General Hospital. With high-end mass concrete and meticulous quality control operations, as well as Goldsun's history of using safety building materials that eliminate the double hazards of sea sand and waste ballast, the project won the first prize in concrete construction. Goldsun was also able to complete this emergency task within 15 months. TSMC and other technology companies have also been in full swing over the past year to carry out large-scale construction projects in various technology parks across Taiwan. With the supply of high-end concrete from Goldsun Building Materials, advanced packaging, testing and R&D centers have been completed to contribute to the outstanding growth of Taiwan's economy. Goldsun Building Materials was able to perfectly complete the abovementioned tasks because it committed a huge about of resources into its “Technology Control and Services Center” to control the key “Time” factor. This helped Taiwan create architectural achievements and economic achievements that bucked the trend during the pandemic period. Most importantly, the Company met the strong demands of all customers in the construction and technology industries in terms of construction time, demonstrating the fruitful results of the operations last year and long-term corporate competitive advantages.
Goldsun Building Materials may be a six-decade-old company, but for the past 10 years, it has continued to build trend-leading technological capabilities and committed a large amount of investment with determination to build its “Technology Control and Services Center.” The technology center is located at the corporate headquarters and covers the operations of 28 concrete plants in Taiwan and four concrete plants in Suzhou, China. The center enables the coordination of regional plants and large-scale pouring operations, interlocking production processes and ready-mixed concrete fleets to meet the needs of many customers that may need several thousand cubic meters of concrete in one night for their projects. Goldsun helps customers meet the time constraint in construction, forming a competitive advantage that only Goldsun has in the industry. Looking forward to the next few years, the booming growth from construction projects of technology firms, renovation of old buildings, urban renewal, Forward-Looking Infrastructure Development Program and cluster housing will help Goldsun continue to reach the operational goals for each stage.
In addition to corporate competitive advantages, Goldsun relies on the abovementioned technological capabilities to gradually complete the vision the Company has for the safety of building structures throughout Taiwan. The technology operations control center is the backbone of Goldsun's traceability management. The technological capabilities connect the Company's mines and resources, product shipments, customers' job sites and and other services. The 7-stage chloride ions and 3-stage pH value quality inspection processes and 103 strict and meticulous inspection items form high-precision quality control protocols, so that every batch of concrete used for the core structure of buildings is free from the building safety concerns of sea sand and waste ballast. All products have the “Goldsun Peace-of-Mind Building Materials Traceability” certification, and the number of new construction projects in which the Company participates has quickly grown to 1,800, and customer satisfaction has reached more than 99.5%. We hope that in the future, we will realize the vision of helping everyone in Taiwan “Buy a house with traceability and live in a home with peace of mind for a lifetime.,” enabling the concrete industry to remain a well respected century-old business.
Business and Financial Performance
The consolidated revenue of Goldsun Building Materials Co., Ltd. in 2020 was
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NT$18,877,800 thousand, which was a decrease of NT$127,269 thousand, or 0.67% (please refer to the table below), over NT$19,005,069 thousand in 2019. The 2020 net income was NT$2,472,927 thousand and the earnings per share was NT$1.9. The composition of consolidated revenue is as follows:
| NT$18,877,800 thousand, which was a decrease of NT$127,269 thousand, or 0.67% (please efer to the table below), over NT$19,005,069 thousand in 2019. The 2020 net income was NT$2,472,927 thousand and the earnings per share was NT$1.9. The composition of onsolidated revenue is as follows: |
NT$18,877,800 thousand, which was a decrease of NT$127,269 thousand, or 0.67% (please efer to the table below), over NT$19,005,069 thousand in 2019. The 2020 net income was NT$2,472,927 thousand and the earnings per share was NT$1.9. The composition of onsolidated revenue is as follows: |
NT$18,877,800 thousand, which was a decrease of NT$127,269 thousand, or 0.67% (please efer to the table below), over NT$19,005,069 thousand in 2019. The 2020 net income was NT$2,472,927 thousand and the earnings per share was NT$1.9. The composition of onsolidated revenue is as follows: |
NT$18,877,800 thousand, which was a decrease of NT$127,269 thousand, or 0.67% (please efer to the table below), over NT$19,005,069 thousand in 2019. The 2020 net income was NT$2,472,927 thousand and the earnings per share was NT$1.9. The composition of onsolidated revenue is as follows: |
NT$18,877,800 thousand, which was a decrease of NT$127,269 thousand, or 0.67% (please efer to the table below), over NT$19,005,069 thousand in 2019. The 2020 net income was NT$2,472,927 thousand and the earnings per share was NT$1.9. The composition of onsolidated revenue is as follows: |
|---|---|---|---|---|
| Unit of amount: NT$1,000 | ||||
| Company Name | 2020 | 2019 | Growth Amount |
Growth Rate |
| Goldsun Building Materials Co.,Ltd. |
14,494,761 | 12,728,434 | 1,766,327 | 13.88% |
| Suzhou Ready-Mix Concrete Company |
3,168,273 | 3,279,917 | (111,644) | (3.40%) |
| Fujian Cement Company (Note) |
- | 1,545,886 | (1,545,886) | (100%) |
| Wellpool Co.,Ltd. | 823,858 | 939,992 | (116,134) | (12.35%) |
| Others (including write-offs) |
390,908 | 510,840 | (119,932) | (23.48%) |
| Total | 18,877,800 | 19,005,069 | (127,269) | (0.67%) |
Note: Since October 2019, the revenue of “Goldsun Fujian Cement Co., Ltd.” has not been included in the consolidated revenue.
Technological Development
Goldsun's research and development center has been established for 20 years. Each year, a considerable amount of funds is committed to R&D engineering. The results have accumulated as the Company's product competitiveness in recent years. They create huge business opportunities for Goldsun and change Taiwan's skyline with beautiful buildings. In recent years, Goldsun has provided high-end mass concrete, raw concrete, high-strength concrete, high-flow concrete and burnished concrete to benchmark projects which highlight the architectural beauty of Taiwan, and the projects include the heavy-particle cancer medical center in Taipei Veterans General Hospital, Taipei Nan Shan Plaza, National Taichung Theater, Tao Zhu Yin Yuan and Ren-Ai parking lot in Luzhou. These benchmark buildings have made Goldsun win awards of excellence and awards of merit in three consecutive years with its innovative methods and high-end concrete products.
There are also beautiful buildings at which people like to check-in on their social media in recent years, such as Tainan Public Library, Blue Ocean Line of the Danhai LRT, Fab Green Village in Tamsui, U.I.J Hotel & Hostel, Tainan Art Museum Building 1 and 2 new construction; Museum of Archaeology, Tainan Branch of National Museum of Prehistory; Mitsui Outlet Park Taichung, Lihpao Hotel and Racing Track in Taichung, World Games Stadium in Kaohsiung, Taroko Park, Kaohsiung Music Center, Dah Hsian Seetoo Library, etc. They are all the best examples of applications of Goldsun's high-end concrete in the architecture industry.
However, the domestic ready-mix concrete industry is still operated by many self-funded SMEs in various scales and quality levels. Goldsun will continue its implementation of sustainability practices and strategies of technological research and development based on “Branding” and “Services,” using long-term commitment to change the image of the industry. In the past few years, we have seen remarkable results. Goldsun has already possessed the differentiated competitive advantages and has a clear market segmentation from the entire concrete industry. Over time, the Company has continuously improved its sales and profitability.
In terms of the technological development of ready-mix concrete, Goldsun will continue
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to play the leadership role in technology and market, setting the trends in the aesthetics and environmental protection of buildings in Taiwan and meeting the performance and application requirements of products. For 2021, the progress of research and development of products will include, (1). Mass production of forward-looking high-end concrete (high-performance concrete, self-compacting concrete, high-flow concrete, impermeable concrete, permeable concrete and mass concrete); (2) Incorporate the role and application concepts of circular economy, and continue to promote follow-up research on minerals and chemical admixtures; (3) Consolidate the Group's resources to establish a laboratory for certifying raw materials; (4) In order to reduce the dependence on natural resources for materials and minimize the energy consumption and the manufacturing and use of polluting cement clinker, we actively research and develop industrial by-products, the re-use of alternative products and carbon storage technologies of our ready-mix concrete, hoping that we can fully showcase the positive performance of concrete materials and reduce the negative impact on the environment.
In order to take into account corporate social responsibility and product competitiveness, Goldsun will continue to challenge itself and provide customers with the development of more advanced products, including: optimization and trial production of cooling system for manufacturing mass concrete, research, development and production of high-strength mass concrete, R&D of alternatives and performance of lightweight partition materials and development of new lightweight partition system and research, development and production of ultra-high strength concrete.
Future Development (Impact from Competitive Environment, Regulatory Environment and Overall Operating Environment)
Looking ahead to the impact to the overall business environment: According to the Department of Statistics of the Ministry of Economic Affairs, the total volume of ready-mix concrete sold in Taiwan in 2019 and 2020 were 41,573 and 43,344 thousand cubic meters, respectively. For Goldsun, the total volume of ready-mix concrete sold in 2020 was 6.35 million. For 2021, it is expected that the major economies in the world will bottom out and rebound, and with the continuing recovery of the domestic housing market, the sales volume of ready-mix-concrete will remain stable. With the coordination and large-scale pouring competitive advantages built by technological capabilities, the practice of “selecting the best for shipment” will help the profitability of Goldsun continue to climb.
For the impact of the external competitive environment: Looking ahead to the global economy in 2021, major international forecasting agencies believe that the economic growth will be significantly better than last year. The impact of pandemic on Taiwan has faded, the repatriation of Taiwanese businesses moving their production lines back is expected to drive business opportunities, further promoting the development of industries and employment. The housing policies suppress speculation and enable personal use properties to return to the mainstream. Urban revitalization, renovation of old buildings, introduction of public housing and other strategies for the infrastructure remain unchanged, which will contribute to the steady development of the housing market.
Besides, the central and local government agencies have continued to promote railway systems, which will drive the development and use of the surrounding land areas. The completion of public construction and traffic network projects will bring benefits to areas nearby. Especially that the continuing repatriation of Taiwanese businesses is making the government accelerate the expansion of industrial areas to meet the demand for land, and this measure will help build new industry clusters to lay the foundation for the future. Investments in industries and urban revitalization will further drive the development of commercial, industrial, hotel and residential buildings, creating new business opportunities in the real estate
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market.
Therefore, facing the above mentioned external challenges and the associated market opportunities, Goldsun Building Materials Co., Ltd. will focus its future strategies on these positive and negative factors, and more actively and flexibly use its 28 concrete plants around Taiwan, the most in the industry, to provide flexible deployment management and high supply capacity to serve large-scale technology firms and benchmark construction projects in a timely manner and create collaborative competitive capabilities which cover quality and efficiency. At the same time, the diverse lineup of high-end niche concrete products can be supplied in a stable manner to special structures of various construction projects. The Company will be able to grasp the opportunities of medical specialty buildings, offshore wind power civil engineering projects, public projects, plants and offices of technology firms, condominiums and skyscrapers, becoming the first choice of clients in the construction and technology industries and creating consistent and steady operations and profits.
Goldsun will implement its cloud-based and forward-looking technology introduced in recent years in the optimization of customer service, transportation control and sales consultation. The ready-mix-concrete plants in Taiwan, coupled with the availability of technology, will provide localized services at all times to improve the Company's engagement and stickiness with customers, creating industry leadership and competitive advantages formed by time. Compared with the industry peers, Goldsun can quickly supply various concrete products and provide excellent around-the-clock sales and consultation services to help the Company obtain profits in the market full of external competition and changes. As for the regulatory environment, the Company is ready to take appropriate measures to comply with the regulations at any time, and accordingly revise the internal standards and relevant regulations.
For the long-term planning of business development, Goldsun will use its 67+ years of accumulated specialized techniques and operational experience to develop more products for niche markets and establish more plants. For example, the purchase of land in Rende, Tainan in 2021 for a new plant, the new plant for ALC light-weight partition building materials is now operational, and the products have passed the shock resistance, sound insulation and fire resistance tests at the highest level, proving that they can be used as an alternative choice in the quality and green building materials, and in the market of technology firms' factories which require excellent vibration control and short construction period. With respect to asset revitalization, the Company will continue to develop large-scale office complexes with regional development potential associated with the business district planning required for future major transportation construction and urban revitalization, such as the large-scale development of Nangang, so that both the operation and profitability will continue to climb.
We give you our best regards for the upcoming future!
Chairman Lan-Ying Hsu
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Two. Company Profile
- I. Date of Establishment: November 1954.
II. Company history
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The Company was founded in November 1954. The original name was Goldsun Cement Processing, with a capital of NT%1.5 million. The Taipei plant was located at No. 33, Section 3, Nangang Road, Nangang District. At the time, the Company focused on importing new technologies and manufacturing electric power poles and foundation piles to serve the government in the first phase economic construction program which sought to expand power, telecommunication and other public facilities. In 1960, the Company adopted the prestressed method to manufacture hollow-core prestressed concrete power poles and foundation piles.
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In response to the growth of domestic infrastructure projects, the Company established the nation's first ready-mix-concrete equipment in 1965 at the Taipei plant, which offered automatic control and measurement in production. The quality and stability of products were highly valued and praised by the construction industry.
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The Kaohsiung plant was established on Jianguo Road in Kaohsiung City in 1966. It produced ready-mix-concrete to supply various construction projects in the Greater Kaohsiung area.
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In 1969, the Company was reorganized as Goldsun Industry Construction, and a construction department was established to manage the lease and sales of public housing, stores and buildings constructed by construction companies and branch out to other scope of business.
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In 1978, the Shulin plant was established in Shulin Township of Taipei County to manufacture prestressed concrete power poles, foundation piles and other cement products by high-pressure curing equipment. In 1981, the equipment for prestressed products in Taipei plant was transferred to Shulin plant to expand the production capacity to serve the market demand.
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In 1979, Kaohsiung plant was relocated to Daliao Township of Kaohsiung County in response to the new development of Kaohsiung City, and the plant was later renamed Fengshan plant.
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In 1982, Miaoli plant was established in Gongguan Township of Miaoli County to manufacture ready-mix-concrete to supply the various local construction projects. The plant was later moved to Tongluo Township in 1989.
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In 1984, Sanyi branch was established in Sanyi Township in Miaoli County to manufacture ready-mix-concrete and gravel to supply construction projects in Miaoli and Taichung.
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In 1986, the Company purchased China Asbestos Tile Factory located in Zhunan Township in Miaoli County and renamed it as Zhunan plant to manufacture cement wave roofing sheets and flat sheets.
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In 1987, the Zhubei and Zhonghua plants were established in Zhubei City in Hsinchu County and Gushan District of Kaohsiung City, respectively, to manufacture ready-mix-concrete to supply the market in the local region.
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In 1988, the Zhongli plant was established to manufacture ready-mix-concrete to supply the market in Taoyuan.
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In 1989, Tainan plant and Chiayi plant were successively established in Yongkang Township of Tainan County and Minxiong Township of Chiayi County to manufacture ready-mix-concrete to supply the ready-mix-concrete market in Tainan and Chiayi.
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In 1990, the Hsinchu plant and Kaohsiung plant were established in Hsinchu City and Zuoying District in Kaohsiung City to manufacture ready-mix-concrete to supply the regional market. Due to the shortage of gravel and sand in the north, the Yilan sand and gravel plant was established in Yuanshan Township of Yilan County to supply the Company's plants in northern Taiwan.
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In 1991, Goldsun Building on Zhengzhou Road in Taipei City was completed, and the head office was relocated to the building.
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In 1993, Xiaogang branch was established in Xiaogang District of Kaohsiung City to manufacture ready-mix-concrete to supply the regional market.
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In 1994, the Keelung plant and Taoyuan plant were established in Keelung City and Bade City in Taoyuan County to manufacture ready-mix-concrete to supply the regional market.
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In 1996, Bali branch plant, Shulin branch plant, Xinying branch plant and Dounan branch plant were established in Bali Township and Shulin Township of Taipei County, Yanshui District in Tainan County and Dounan Township in Yunlin County, respectively, to manufacture ready-mix-concrete to supply the regional market. The Zhonghua branch plant was abolished due to the rezoning of the city.
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In 1997, Luzhu branch plant, Renwu branch plant, Taichung plant, Dadu branch plant, Yilan branch plant and Hualien branch plant were established in Luzhu Township of Taoyuan County, Renwu Township of Kaohsiung County, Longjing Township and Dadu Township of Taichung County, Yuanshan Township of Yilan County and Ji-an Township of Hualien County, respectively, to manufacture ready-mix-concrete to supply the regional market.
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In April 1998, the Linkou branch plant was established in Guishan Township of Taoyuan County to manufacture ready-mix-concrete to supply the regional market.
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In 2000, the Tucheng branch plant, Tongxiao branch plant, Chiatai branch plant, Dahu branch plant and Xinshi branch plant were established in Tucheng City of Taipei County, Tongxiao Township of Miaoli County, Taibao City of Chiayi County, Shanhua Township of Tainan County and Hunei Township of Kaohsiung County, respectively, to manufacture ready-mix-concrete to supply the regional market.
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In November 2001, Kao-Nan branch plant was established in Renwu Township of Kaohsiung County to manufacture ready-mix-concrete to supply the regional market.
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The Company started to establish plants in Suzhou, China in October 2002. There are currently Luzhi Pipe and Pile Plant, and six ready-mix-concrete plants in Luzhi, Changshu, Taicang, Wuzhong, Wujiang and Kunshan.
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In 2005, a cement factory was established in Yongding District of Longyan City in Fujian Province.
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In 2007, a cement factory was established in Doulishan Town of Lianyuan City in Hunan Province.
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In August 2009, the Company established Taipei Port Terminal Company Limited to engage in the construction and operation of the second bulk cargo storage and logistics center of Taipei Port.
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In 2012, Taichung plant was established in Nantun Industrial Park of Taichung City to manufacture ready-mix-concrete to supply the regional market.
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In 2013, Taipei Port plant was established in Bali District of New Taipei City to manufacture ready-mix-concrete to supply the regional market.
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In 2014, the Company acquired the plant and equipment from Da-Chong Concrete in Renwu District of Kaohsiung City to establish its Renwu plant to manufacture ready-mix-concrete to supply the regional market.
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On June 23, 2015, the Taipei City Government approved the name change of the Company, and Goldsun Industry Construction Co., Ltd. was renamed as Goldsun Building Materials Co., Ltd.
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In 2016, Xizhi plant was established in Xizhi District of New Taipei City to manufacture ready-mix-concrete to supply the regional market.
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In 2017, Dongda plant was established in Hsinchu City to manufacture ready-mix-concrete to supply the regional market.
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In 2018, Gangshan plant was established in Kaohsiung City to manufacture ready-mix-concrete to supply the regional market.
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The Company's current paid-in capital is NT$11,800,000 thousand.
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Three. Corporate Governance Report
I. Organizational system
(I) Corporate organization
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Shareholder
Meeting
Salary and Compensation
Committee
Board of
Directors
Audit Committee
Auditing Office
Chairman
Chairman’s Office
Chief Executive
Officer
Division of Capital Department
Corporate Division of General Office of Legal Affairs
Management
Office of Public Office of Business
Relations Planning
Division of Division of Division of Division of
Construction Operations Materials Purchase Administration
R&D Center Business Management
Department
Office of
Planning
Division of Domestic Division of Suzhou
Business Operations Business Operations
Planning Department Factory Affairs
Department
Customer Service Collection Department
Center
Division of Southern Division of Central Division of Northern
Branch Management Branch Management Branch Management
Assets Department Department Department Personnel Department Accounting
and Health Department Occupational Safety Department Planning and Design Business Department Shopping Mall Shipping Department Purchase Department General Affairs
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(II) Duty and function of each unit:
| Department | Main duty |
|---|---|
| Auditing Office |
1. Establish and execute annual audit plans in accordance with the internal control protocols and results of risk assessment. 2. Inspect and review violations of internal control protocols, measures effectiveness and efficiency of operations and offers timely recommendations for improvements to ensure the continuing compliance with internalcontrolprotocols. |
| Chairman’s Office |
1. Formulate the Group's development strategy and study the development of new business units. 2. Safekeepingof the chairman'spersonal seal,and coordinatingeach division. |
| Division of Corporate Governance |
1. Handle issues related to the board meetings and shareholder meetings in accordance with the regulations. 2. Produce meeting records and minutes of the board and shareholders' meetings. 3. Prepare directors with the information needed for carrying out their tasks and help directors comply with the regulations. 4. Other matters stipulated in accordance with the Company's article of incorporation or contracts. |
| Office of Public Relations |
1. External communication and matters related to press releases in the media. 2. Application management and review of internal and external brand image and CIS. 3. Plan and execute variouspublicityactivities on internal and external relations. |
| Division of General Management |
1. Business law affairs and project planning of the Group. 2. Overall planning and allocation of capital, and management of negotiable securities and company seals. 3. Feasibility and benefit assessment of reinvestment. 4. Analyze operations and management of each subsidiary and affiliate. 5. Matters related to the planning and implementation of affairs related to shareholders and board meetings. |
| Division of Administration |
1. Comprehensive planning and supervision of administrative affairs. 2. Planning, procurement, and management of the general affairs and shareholders meetings. 3. Planning and management of human resources and personnel management affairs. 4. Follow-up and improvement of accounting budget, tax planning and abnormal financial cases. 5. Announcement and communication of public information and legal person information ofpubliclytraded companies. |
| Division of Operations |
1. Overall operational planning of ready-mix-concrete. 2. Establish and implement targets for manufacturing, sales and quality of ready-mix-concrete products in Taiwan and China. 3. Research, development and improvement of manufacturing technologies and product quality. 4. Manage overall customer service satisfaction. |
| Division of Materials Purchase |
1. Establish targets for procurement, and plan and implement performance control measures. 2. Develop sources of sand and gravel, and plan and implement quality control measures. 3. Planningof shipsafetymanagement,shipscheduling,shipoperation and capacity. |
- 8 -
| Division of Construction |
1. Comprehensive planning, execution and management of real estate development, purchase, sales and lease and operation of shopping malls. 2. Assessment, analysis and reporting of sales strategies, planning and design and budgeting for real properties. 3. Coordination and joint development of Group's assets and contract bidding. 4. Construction management and engineering integration to promote construction projects. |
|---|---|
| Occupational Safety and Health Department |
Formulate, plan, supervise and promote occupational safety and health measures of the whole company, and instruct relevant departments to implement the measures. |
- 9 -
II. Profile of directors, president, vice presidents, assistant vice presidents, and supervisors of departments and branches: (I) Information on board members:
March 30, 2021
| Title | Nationality or registration place |
Name | Gender | Election / Appointment Date |
Term Duration |
Initial Elected Date |
Number of Shares Owned at Time of Election |
Number of Shares Owned at Time of Election |
Number of Shares Currently Held |
Number of Shares Currently Held |
Shareholding of Spouse and Minor Children |
Shareholding of Spouse and Minor Children |
Shares Held in the Name of Others |
Shares Held in the Name of Others |
Main Work Experience or Education Background |
Concurrent Position in the Company or other Companies |
Other managers, directors of supervisors who are spouse or blood relatives within the second degree |
Other managers, directors of supervisors who are spouse or blood relatives within the second degree |
Other managers, directors of supervisors who are spouse or blood relatives within the second degree |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Ownership | Number of Shares |
Ownership | Number of Shares |
Ownership | Number of Shares |
Ownership | Title | Name | Relationship | ||||||||||
| Chairman | Republic of China |
Lan-Ying Hsu | Female | 2019.06.20 | 3 years | 2016.06.13 | 1,001,194 | 0.07% | 856,832 | 0.07% | - |
- |
1,308,944 | 0.11% | Department of Oriental Languages at Fu Jen Catholic University |
President of Division of General Management at Taiwan Secom Co., Ltd. Wellpool Co.,Ltd. |
Chief Executive Officer |
Lei Lin | Spouse | - |
| Vice Chairman |
Republic of China |
Vincent Lin | Male | 2019.06.20 | 3 years | 93.06.25 | 7,397,115 | 0.54% | 6,468,322 | 0.55% | 122,997 | 0.01% | - |
- |
Juris Doctor from Hastings College of the Law at Universityof California |
Board director of Taiwan Secom Co., Ltd. |
Director | Frank Lin | Brothers | - |
| Director | Republic of China |
Taiwan Secom Co.,Ltd. |
- | 2019.06.20 | 3 years | 96.06.28 | 89,875,518 | 6.51% | 77,555,747 | 6.57% | - |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Republic of China |
Representative: Frank Lin |
Male | 2019.11.18 | 3 years | 97.06.26 | 2,694,197 | 0.20% | 2,355,360 | 0.20% | - |
- |
- |
- |
Master's degree from Business Management (Marketing) at Middlesex University |
Vice Chairman of Taiwan Secom Co., Ltd. |
Vice Chairman | Vincent Lin |
Brothers | - |
|
| Director | Republic of China |
Chuang-Yen Wang |
Male | 2019.06.20 | 3 years | 87.05.28 | 22,724,113 | 1.65% | 19,447,545 | 1.65% | 1,977,566 | 0.17% | - |
- |
Chairman of De-Mao Transportation Co.,Ltd. |
Chairman of De-Mao Transportation Co.,Ltd. |
- |
- |
- |
- |
| Director | Republic of China |
Tai-Hung Lin | Male | 2019.06.20 | 3 years | 87.05.28 | 4,620,000 | 0.33% | 3,953,846 | 0.34% | 171,162 | 0.01% | - |
- |
Department of Banking and Insurance at Tatung Institute of Commerce and Technology |
Chairman of Hong-Xiu Investment |
- |
- |
- |
- |
| Director | Republic of China |
Po-Hsi Liao | Male | 2019.06.20 | 3 years | 2016.06.13 | 1,467,268 | 0.11% | 1,255,704 | 0.11% | 352,917 | 0.03% | - |
- |
Master of Business Administration, University of San Francisco |
Chairman of Howard Hotel |
- |
- |
- |
- |
| Director | Republic of China |
Shih-Tsung Chang | Male | 2019.06.20 | 3 years | 96.06.28 | 6,445,748 | 0.47% | 6,001,456 | 0.51% | - |
- |
Master of Business Administration, California State University |
Chairman of Wellpool Co., Ltd. |
- |
- |
- |
- |
||
| Director | Republic of China |
Yu-Feng Lin | Male | 2019.06.20 | 3 years | 2016.06.13 | 60,000 | 0.00% | 106,581 | 0.01% | 19,116 | - |
- |
- |
Ph.D. in International Politics, University of Virginia |
Convener of National Security Research Group of the National Policy Foundation |
- |
- |
- |
- |
| Director | Republic of China |
Shang Jing Investment Co., Ltd. |
- | 2019.06.20 | 3 years | 87.05.28 | 6,927,421 | 0.50% | 5,928,563 | 0.50% | - |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Republic of China |
Representative: Hong-Jun Lin |
Male | 2019.06.20 | 3 years | 2019.06.20 | - |
- |
- |
- |
- |
- |
- |
- |
Master of Business Administration from INSEAD |
Director of Shang Jing Investment |
- |
- |
- |
- |
|
| Director | Republic of China |
Wen-Che Tseng | Male | 2019.06.20 | 3 years | 2019.06.20 | - |
- |
- |
- |
- |
- |
- |
- |
EMBA, National Cheng Kung University |
Independent director of Catcher Technology |
- |
- |
- |
- |
| Director | Republic of China |
Yin-Wen Chan | Male | 2019.06.20 | 3 years | 2016.06.13 | - |
- |
- |
- |
- |
- |
- |
- |
Ph.D. in Civil Engineering, Universityof Michigan |
Professor at National Taiwan University |
- |
- |
- |
- |
| Director | Republic of China |
Chi-Te Hung | Male | 2019.06.20 | 3 years | 2016.06.13 | - |
- |
- |
- |
- |
- |
- |
- |
Master of Civil Engineering from National Taiwan University |
Chairman of the Chinese Union of Professional Civil Engineers Association |
- |
- |
- |
- |
Note: In the event that the Company's chairman and president or a position of the same level (top-level manager) are the same person, spouse or a first-degree relative, relevant information such as the reasons, rationality, necessity and future improvement measures must be disclosed (such as adding the seat number of independent directors, and there should be ways for majority directors who are not taking concurrent positions as employees or managers):
The Company's chairman also serves as the president in order to reinforce the operational efficiency and decision-making process. The chairman also closely communicates with directors about the Company's status of operation and plans to implement corporate governance. In the future, the Company will add seats of independent directors to enhance the functions of the board and strengthen the supervision.
-
To enhance the operational efficiency of the board, it is expected to arrange specialized courses provided by external institutions each year for the directors to attend.
-
Independent directors can make sufficient discussions and provide recommendations for the board of directors as reference, to various functional committees realizing corporate governance. 3. More than half of the directors in the board are not taking concurrent positions as employees or managers.
-10-
Table 1: Major shareholders of corporate shareholders
| March 30,2021 | |
|---|---|
| Name of Corporate Shareholders | Majoritycorporate shareholders |
| Taiwan Secom Co., Ltd. | Secom Corporation (27.29%), Shin Kong Life Insurance (8.36%), Cheng Hsin Investment (4.73%), Chunghwa Post (3.82%), Shin-Lan Enterprise (3.12%), Fubon Life Insurance (2.92%), Wan-Quan Du Charity Foundation (1.90%), JP Morgan Taipei as the custodian bank for First Eagle Sub-Fund FE Overseas Investment (1.89%), Yuan-Shin Investment (1.78%), HSBC as the custodian bank for Matthew Asia Growth Income Fund Investment 1.58%) |
| Shang Jing Investment Co., Ltd. | Li-Rong Yu (19.44%), Chia-Ling Lin (20.70%), Hong-Jun Lin (26.85%), Jing-Yi Lin(26.85%),Chen-Chuan Co.,Ltd.(6.15%) |
Table 2: Major shareholders of corporate shareholders in Table 1 who are legal persons:
| March 30, 2021 | |
|---|---|
| Name of Legal Person | Majoritycorporate shareholders |
| Secom Corporation | The Master Trust Bank of Japan, Ltd.(Trust Account) (14.41)%, Japan Trustee Services Bank, Ltd.( Trust Account) (7.97%), JP Morgan Chase Bank(4.28%) |
| Shin KongLife Insurance | Shin KongFinancial Holding100% |
| Cheng Hsin Investment Co., Ltd. | Shiaw-shinn Lin (44.27%), Su-Chu Chuang (22.20%), Vincent Lin (16.76%),Frank Lin(16.76%) |
| Chunghwa Post | Ministryof Transportation and Communications 100% |
| Shin Lan Enterprise INC. | Cheng Hsin Investment (20.59%), Shiaw-shinn Lin (20.08%), Su-Chu Chuang (13.38%), Frank Lin (5.23%), Che-Hsiung Chen (5.01%), Hong-Jun Lin (4.74%), Mao-Jie Industrial (4.74%), Mao-Sen International (4.74%),Shi-Yi Huang (4.48%),Yuan-Shin Investment(2.60%) |
| Fubon Life Insurance Co.,Ltd. | Fubon Financial Holdings Co.,Ltd. 100% |
| Wan-Quan Du CharityFoundation | Wan-Quan Du 100% |
| Yuan-Shin Investment Co., Ltd. | Shiaw-shinn Lin (22.05%), Su-Chu Chuang (27.37%), Vincent Lin (25.29%),Frank Lin(25.29%) |
| Chen-Chuan Co.,Ltd. | Ming-Hsien Yu 100% |
-11-
March 30, 2021
Information on directors (II)
| March 30,2021 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Conditions Name (Note 1) |
More than 5 years working experience and the following professional qualifications |
Status of independence (Note 2) | Concurrently serving as an independent director in other publicly listed companies |
|||||||||||||
| An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the company in a public or private junior college, college or university. |
A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the Company. |
Have work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company. |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | ||
| Lan-Ying Hsu | - |
- |
| - |
- |
| - |
| | - |
| | | | | - |
| Vincent Lin | - |
- |
| | - |
| - |
| | | | | - |
| | - |
| Frank Lin | - |
- |
| | - |
| - |
- |
| | | | - |
| - |
- |
| Chuang-Yen Wang | - |
- |
| | | - |
| | | | | | | | | - |
| Tai-Hung Lin | - |
- |
| | | | | | | | | | | | | - |
| Shih-Tsung Chang | - |
- |
| | - |
| | | | | | | | | | - |
| Po-Hsi Liao | - |
- |
| | | | | | | | | | | | | 1 |
| Yu-Feng Lin | - |
- | | | | | | | | | | | | | | - |
| Hong-Jun Lin | - |
- | | | | | | - |
| | | | | | - |
- |
| Wen-Che Tseng | - |
- |
| | | | | | | | | | | | | 3 |
| Yin-Wen Chan | | - |
| | | | | | | | | | | | | - |
| Chi-Te Hung | - |
| | | | | | | | | | | | | | - |
-
Note 1: The number of boxes can be adjusted according to the actual number.
-
Note 2: If the directors and supervisors, during the two years before being elected and during the term of office, meet any of the following conditions, please check the appropriate corresponding boxes: (1) Not an employee of the company or any of its affiliates.
-
(2) Not a director or supervisor of the company or any of its affiliates (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, a subsidiary or a related company under the same parent company, as appointed in accordance with these regulations or with the laws of the country of the parent company or subsidiary.)
-
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of issued shares of the company or ranks as one of its top ten shareholders.
-
(4) Not a spouse, relative within the second degree of kinship or lineal relative within the third degree of kinship, of any of the above persons listed in Subparagraph (2) and (3) or of the manager listed in (1).
-
(5) Not directly owning 5% or more of the Company's total issued shares or one of the top five shareholders in terms of the number of shares owned, and not a director, supervisor or employee of a corporate shareholder who is designated as the Company's director or supervisor in accordance with Paragraph 1 or 2, Article 27 of the Company Act (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, a subsidiary or a related company under the same parent company, as appointed in accordance with this regulations or with the laws of the country of the parent company or subsidiary.)
-
(6) Not a director, supervisor or employee of another company or institution in which the majority of board seats or voting rights are controlled by the same person in the Company (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, a subsidiary or a related company under the same parent company, as appointed in accordance with these regulations or with the laws of the country of the parent company or subsidiary.)
-
12 -
-
(7) Not a director, supervisor or employee of another company or institution, who is also the chairman, general manager or equivalent position, or a spouse of these personnel, of the Company (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, a subsidiary or a related company under the same parent company, as appointed in accordance with these regulations or with the laws of the country of the parent company or subsidiary.)
-
(8) A director, supervisor, managerial officer or a shareholder with 5% ownership of a company or institution which does not have financial or business dealings with the Company (The same does not apply, however, in cases where the specified company or institution holds 20% or more and no more than 50% of the total number of issued shares of the Company, and the person is an independent director of the Company, its parent company, a subsidiary or a related company under the same parent company, as appointed in accordance with this regulations or with the laws of the country of the parent company or subsidiary.)
-
(9) Not a professional individual or an owner, partner, director, supervisor or managerial officers of a sole proprietorship, partnership, company or institution that, provides auditing or commercial, legal, financial, accounting services, which receive less than NT$500,000 in accumulated remuneration the most recent two years, to the company or to any affiliate of the company, or a spouse thereof. However, this restriction does not apply to the members of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercise powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
-
(10) Not having a marital relationship or a relative within the second degree of kinship to any other director of the company.
-
(11) Not been a person of any conditions defined in Article 30 of the Company Act.
-
(12) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.
-
13 -
(II). Information about the CEO, president, vice president, directors of departments, managers of departments:
Information about the CEO, president, vice president, directors of departments chiefs of departments and branches March 30, 2021
| March 30, | 2021 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Election / |
Shareholding | Shareholding of Spouse and Minor Children |
Shares Held in the Name of Others |
Main Work Experience or |
Managerial officers who are Spouse or Blood Relatives Within the Second Degree |
Remarks | ||||||||||
| Title | Nationality | Name | Gender | Appointment Date |
Education Background |
Concurrent Position in Other Companies | ||||||||||
| Number of Shares |
Ownership | Number of Shares |
Ownershi p |
Number of Shares |
Ownership | Title | Name | Relationship | ||||||||
| Chief Executive Officer |
Republic of China |
Lan-Ying Hsu |
Female | 2014.06.27 | 856,832 | 0.07% | - |
- |
1,308,944 | 0.11% | University | Taiwan Secom Co., Ltd. President of Division of General Management Director of Wellpool Co.,Ltd. |
Chief Executive Officer |
Lei Lin | Spouse | |
| Chief Executive Officer |
Republic of China |
Lei Lin | Male | 2013.11.07 | - |
- |
856,832 | 0.07% | - |
- |
High school (vocational school) |
Chairman of Brightron Technology and Engineering Corporation |
Chief Executive Officer |
Lan-Ying Hsu | Spouse | |
| President | Republic of China |
Chiao Lin | Male | 2013.01.01 | - |
- |
- |
- |
- |
- |
Research institute |
Chairman of Rei Shin Construction Co., Ltd. | - |
- |
- |
|
| President | Republic of China |
Chung-Chi Liu(Note 1) |
Male | 2017.03.23 | - |
- |
- |
- |
- |
- |
Research institute |
- |
- |
- |
- |
|
| President | Republic of China |
Chih-Jen Wu | Male | 2017.05.16 | 42,790 | - |
29,000 | - |
- |
- |
High school (vocational school) |
Chairman of Goyu Building Materials Co., Ltd. |
- |
- |
- |
|
| President | Republic of China |
Chia-Ying Chen |
Female | 2020.3.17 | - |
- |
- |
- |
- |
- |
Research institute |
Supervisor of Taipei Port Terminal Company Limited |
- |
- |
- |
|
| Vice President | Republic of China |
Chin-Yi Huang |
Male | 2010.03.26 | 141,310 | 0.01% | 6,667 | - |
- |
- |
Technical college |
Chairman of Goldsun (Suzhou) Concrete Co., Ltd. |
- |
- |
- |
|
| Vice President | Republic of China |
James Chiu | Male | 2013.03.25 | 168,339 | 0.01% | - |
- |
- |
- |
University | Supervisor of Rei Shin Construction Co., Ltd. | - |
- |
- |
|
| Vice President | Republic of China |
Wen-Te Chen |
Male | 2017.01.01 | 13,864 | - |
86 | - |
- |
- |
University | - |
- |
- |
- |
|
| Vice President | Republic of China |
Chih-Chiang Yang |
Male | 2017.05.16 | 2,454 | - |
- |
- |
- |
- |
Research institute |
President of Goyu Building Materials Co., Ltd. |
- |
- |
- |
|
| Vice President | Republic of China |
Shang-Yuan Wen |
Male | 2019.03.01 | - |
- |
- |
- |
- |
- |
High school (vocational school) |
Director of Guo-Cheng Construction | - |
- |
- |
|
| Vice President | Republic of China |
Yu-Min Yuan |
Male | 2019.03.18 | - |
- |
- |
- |
- |
- |
Technical college |
- |
- |
- |
- |
|
| Department director |
Republic of China |
Chih-Ping Wang |
Male | 2015.12.21 | - |
- |
- |
- |
- |
- |
Technical college |
- |
- |
- |
- |
|
| Department director |
Republic of China |
Chen-Chou Chen |
Male | 2016.05.03 | - |
- |
- |
- |
- |
- |
Technical college |
- |
- |
- |
- |
|
| Department director |
Republic of China |
Hsun-Chen Lin |
Male | 2017.01.01 | - |
- |
- |
- |
- |
- |
Technical college |
- |
- |
- |
- |
|
| Department director |
Republic of China |
Lin-Yen Cheng |
Female | 2017.01.01 | - |
- |
- |
- |
- |
- |
University | - |
- |
- |
- |
|
| Department director |
Republic of China |
Kuo-Chung Lin |
Male | 2017.01.01 | 1,275 | - |
875 | - |
- |
- |
High school (vocational school) |
- |
- |
- |
- |
|
| Department director |
Republic of China |
Hao-Hsiang Hsu |
Male | 2017.05.16 | - |
- |
- |
- |
- |
- |
Research institute |
Chairman of Gimpo Marine Co., Ltd. | - |
- |
- |
|
| Department director |
Republic of China |
Chia-Ju Tsai (Note 2) |
Female | 2017.10.01 | - |
- |
- |
- |
- |
- |
Department director, Research institute |
- |
- |
- |
- |
|
| Department director |
Republic of China |
Chia-Chen Lin |
Male | 2019.03.01 | - |
- |
- |
- |
- |
- |
University | - |
- |
- |
- |
|
| Department director |
Republic of China |
Jing-Bang Ma |
Male | 2020.01.01 | - |
- |
4,279 | - |
- |
- |
Research institute |
- |
- |
- |
- |
|
| Department director |
Republic of China |
Hsiu-Ju Lin | Female | 2020.01.01 | - |
- |
- |
- |
- |
- |
Research institute |
- |
- |
- |
- |
|
| Department director |
Republic of China |
Liang-Cheng Lin |
Male | 2020.06.01 | Technical college |
- |
- |
- |
- |
|||||||
| Department director |
Republic of China |
San-Tai Yeh | Male | 2021.01.01 | Technical college |
- |
- |
- |
- |
|||||||
| Principal accounting officer |
Republic of China |
James Chiu | Male | 2007.08.24 | 150,180 | - |
- |
- |
- |
- |
Vice President, University |
Supervisor of Jinyang Investment Supervisor of Rei Shin Construction Co., Ltd. |
- |
- |
- |
- 14 -
| Principal financial officer |
Republic of China |
Chia-Ju Tsai (Note 2) |
Female | 2018.03.21 | - |
- |
- |
- |
- |
- |
Department director, Research institute |
- |
- |
- |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Note: Chung-Chi Liu dismissed on July 1, 2020. Note 2: Chia-Ju Tsai dismissed on April 1, 2020.
III. Remuneration paid during the most recent fiscal year to directors of the board, the president, and vice presidents: (I) Remuneration paid to directors and independent directors:
Unit: NT$1,000
| Title | Name | Directors' remuneration | Directors' remuneration | Directors' remuneration | Directors' remuneration | Directors' remuneration | Directors' remuneration | Directors' remuneration | Directors' remuneration | Total Remuneration (A+B+C+D) as a % of the Net Income |
Total Remuneration (A+B+C+D) as a % of the Net Income |
Remuneration for concurrent position as an employee | Remuneration for concurrent position as an employee | Remuneration for concurrent position as an employee | Remuneration for concurrent position as an employee | Remuneration for concurrent position as an employee | Remuneration for concurrent position as an employee | Remuneration for concurrent position as an employee | Remuneration for concurrent position as an employee | Total Compensation (A+B+C+D+E+F+G) as a % of the Net Income |
Total Compensation (A+B+C+D+E+F+G) as a % of the Net Income |
Compensa tion from invested businesses other than subsidiarie s |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) |
Severance Pay and Pensions (B) |
Compensation to Directors (C) |
Allowances for Operations (D) |
Base Compensation, Bonuses, and Allowances(E) |
Severance Pay and Pensions (F) |
Employees' Profit Sharing Bonus (G) |
||||||||||||||||
| The Company |
From All Consolida ted Entities |
The Company |
From All Consolid ated Entities |
The Company |
From All Consolida ted Entities |
The Company |
From All Consolida ted Entities |
The Company |
From All Consolidate d Entities |
The Company |
From All Consolidate d Entities |
The Company |
From All Consolida ted Entities |
The Company | From All Consolidated Entities |
The Company |
From All Consolidat ed Entities |
|||||
| Cash | Stock | Cash | Stock | |||||||||||||||||||
| Chairman | Lan-Ying Hsu | 600 | 1,028 |
- |
- | 26,662 | 26,662 | 50 | 285 | 1.10% | 1.13% |
7,639 | 7,639 | - | - | 154 | - | 154 | - | 1.42% | 1.45% | - |
| Director | Vincent Lin | 5,400 | 5,400 |
- |
- | 15,997 | 15,997 | 50 | 50 | 0.87% | 0.87% |
- | - | - | - | - | - | - | - | 0.87% | 0.87% | - |
| Director | Taiwan Secom Co., Ltd. | 4,200 | 7,811 | - | - | 37,326 | 38,449 | 350 | 1,343 | 1.69% | 1.92% | - | - | - | - | - | - | - | - | 1.69% | 1.92% | - |
| Representative: Frank Lin | ||||||||||||||||||||||
| Director | Chuang-Yen Wang | |||||||||||||||||||||
| Director | Shang Jing Investment Co., Ltd. | |||||||||||||||||||||
| Legal person representative: Hong-Jun Lin |
||||||||||||||||||||||
| Director | Shih-TsungChang | |||||||||||||||||||||
| Director | Tai-HungLin | |||||||||||||||||||||
| Director | Po-Hsi Liao | |||||||||||||||||||||
| Director | Yu-FengLin | |||||||||||||||||||||
| Independent Director |
Wen-Che Tseng | 7,800 | 7,800 | - | - | - | - | 360 | 360 | 0.33% | 0.33% | - | - | - | - | - | - | - | - | 0.33% | 0.33% | - |
| Independent Director |
Yin-Wen Chan | |||||||||||||||||||||
| Independent Director |
Chi-Te Hung | |||||||||||||||||||||
| 1. Please state the policy, system, standards and structure of remuneration payments to independent directors, and describe the relationship between the responsibility, risk, time committed to the organization and other factors and t independent directors is in accordance with the Salary and Remuneration Committee Organizational Charter, which assess the extent of their participation in the operation of the Company, time committed and attendance. The s and Remuneration Committee and submitted to the board for resolution. 2. In addition to the disclosure shown in the above table, the remuneration received by the directors for their service provided to all companies listed in the financial reports in the most recent fiscal year: None. |
he amount of remuneration paid to them: The remuneration paid to ystem, structure and payment standards have been approved by the Salary |
- 15 -
Remuneration paid to directors and independent directors
| Remuneration Paid to Directors | Name of Director | Name of Director | Name of Director | Name of Director |
|---|---|---|---|---|
| Total Remuneration from the First Four Items(A+B+C+D) | Total Remuneration from the First Seven Items(A+B+C+D+E+F+G) | |||
| The Company | From All Consolidated Entities | The Company | From All Consolidated Entities | |
| Below NT$1,000,000 | Representative of Taiwan Secom Co., Ltd.: Frank Lin. Legal person representative of Shang Jing Investment: Hong-Jun Lin |
Representative of Taiwan Secom Co., Ltd.: Frank Lin. Legal person representative of Shang Jing Investment: Hong-Jun Lin |
Representative of Taiwan Secom Co., Ltd.: Frank Lin. Legal person representative of Shang Jing Investment: Hong-Jun Lin |
Representative of Taiwan Secom Co., Ltd.: Frank Lin. Legal person representative of Shang Jing Investment: Hong-Jun Lin |
| NT$1,000,000 to NT$2,000,000 | - | - | - | - |
| NT$2,000,000 to NT$3,500,000 | Independent directors: Yin-Wen Chan, Chi-Te Hung,Wen-Che Tseng |
Independent directors: Yin-Wen Chan, Chi-Te Hung,Wen-Che Tseng |
Independent directors: Yin-Wen Chan, Chi-Te Hung,Wen-Che Tseng |
Independent directors: Yin-Wen Chan, Chi-Te Hung,Wen-Che Tseng |
| NT$3,500,000 to NT$5,000,000 | - | - | - | - |
| NT$5,000,000 to NT$10,000,000 | Directors: Chuang-Yen Wang, Po-Hsi Liao, Yu-Feng Lin, Tai-Hung Lin, Shih-Chung Chang, Shang Jing Investment and Taiwan Secom |
Directors: Chuang-Yen Wang, Po-Hsi Liao, Yu-Feng Lin, Tai-Hung Ling, Shang Jing Investment and Taiwan Secom |
Directors: Chuang-Yen Wang, Po-Hsi Liao, Yu-Feng Lin, Tai-Hung Lin, Shih-Chung Chang, Shang Jing Investment and Taiwan Secom |
Directors: Chuang-Yen Wang, Po-Hsi Liao, Yu-Feng Lin, Tai-Hung Ling, Shang Jing Investment and Taiwan Secom |
| NT$10,000,000 to NT$15,000,000 | - | Director: Shih-ChungChang | - | Director: Shih-ChungChang |
| NT$15,000,000 to NT$30,000,000 | Directors: Lan-YingHsu,Vincent Lin | Directors: Lan-YingHsu,Vincent Lin | Directors: Vincent Lin | Directors: Vincent Lin |
| NT$30,000,000 to NT$50,000,000 | - | - | Director: Lan-YingHsu | Director: Lan-YingHsu |
| NT$50,000,000 to NT$100,000,000 | - | - | - | - |
| Over NT$100,000,000 | - | - | - | - |
| Grand Total | 14 seats | 14 seats | 14 seats | 14 seats |
- 16 -
(II)Remuneration paid to the CEO, executive officers, president and vice presidents:
Unit: NT$1,000
| Title | Name | Salary (A) | Salary (A) | Severance Pay and Pensions (B) |
Severance Pay and Pensions (B) |
Bonuses and Allowances (C) | Bonuses and Allowances (C) | Employees' Profit Sharing Bonus (D) |
Employees' Profit Sharing Bonus (D) |
Employees' Profit Sharing Bonus (D) |
Employees' Profit Sharing Bonus (D) |
Total Remuneration (A+B+C+D) as a % of the Net Income |
Total Remuneration (A+B+C+D) as a % of the Net Income |
Compensation from invested businesses other than subsidiaries |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company |
From All Consolidated Entities |
The Company |
From All Consolidated Entities |
The Company |
From All Consolidated Entities |
The Company |
From All Consolidated Entities |
The Company |
From All Consolidated Entities |
|||||
| Cash | Stock | Cash | Stock | |||||||||||
| Chief Executive Officer |
Lan-Ying Hsu | 33,347 |
35,764 | - | - | 8,175 | 8,505 | 1,691 | - | 1,691 | - | 1.75% | 1.86% | - |
| Chief Executive Officer |
Lei Lin | |||||||||||||
| President | Chiao Lin | |||||||||||||
| President | Chung-Chi Liu |
|||||||||||||
| President | Chih-Jen Wu | |||||||||||||
| President | Chia-Ying Chen |
|||||||||||||
| Vice President |
Chin-Yi Huang |
|||||||||||||
| Vice President |
James Chiu | |||||||||||||
| Vice President |
Chih-Chiang Yang |
|||||||||||||
| Vice President |
Wen-Te Chen | |||||||||||||
| Vice President |
Yu-Min Yuan | |||||||||||||
| Vice President |
Shang-Yuan Wen |
| Remuneration Paid to the President and Vice Presidents |
Name of Executive Officers,President and Vice Presidents | Name of Executive Officers,President and Vice Presidents |
|---|---|---|
| The Company | From All Consolidated Entities | |
| Below NT$1,000,000 | Chung-Chi Liu | Chung-Chi Liu- |
| NT$1,000,000 to NT$2,000,000 | - | - |
| NT$2,000,000 to NT$3,500,000 | Chia-Ying Chen, Yu-Min Yuan, Chin-Yi Huang, Sui-Yi Chiu, Chih-Chiang Yang, Wen-Te Chen, Shang-Yuan Wen |
Chia-Ying Chen, Yu-Min Yuan, Sui-Yi Chiu, Wen-Te Chen, Shang-Yuan Wen |
| NT$3,500,000 to NT$5,000,000 | Chiao Lin, Chih-Jen Wu | Chiao Lin, Chin-Yi Huang, Chih-ChiangYang |
| NT$5,000,000 to NT$10,000,000 | Lan-YingHsu,Lei Lin | Lan-YingHsu,Lei Lin,Chih-Jen Wu |
| NT$10,000,000 to NT$15,000,000 | - | - |
| NT$15,000,000 to NT$30,000,000 | - | - |
| NT$30,000,000 to NT$50,000,000 | - | - |
| NT$50,000,000 to NT$100,000,000 | - | - |
- 17 -
| Over NT$100,000,000 | - | - |
|---|---|---|
| Grand Total | 12 | 12 |
(III) Names of managers who are assigned employee compensation and the status of assignment:
Unit: NT$1,000
| Unit: NT$1,000 | ||||||
|---|---|---|---|---|---|---|
| Title | Name | Stock Dividends | Cash Dividends | Grand Total | Total as % of the NetIncome |
|
| Managers | Chief Executive Officer | Lan-Ying Hsu | - | 3,317 | 3,317 | 0.13% |
| Chief Executive Officer | Lei Lin | |||||
| President | Chiao Lin | |||||
| President | Chih-Jen Wu | |||||
| President | Chia-Ying Chen | |||||
| Vice President | Chin-Yi Huang | |||||
| Vice President | James Chiu | |||||
| Vice President | Chih-Chiang Yang | |||||
| Vice President | Wen-Te Chen | |||||
| Vice President | Yu-Min Yuan | |||||
| Vice President | Shang-Yuan Wen | |||||
| Department director | Chia-Chen Lin | |||||
| Department director | Jing-BangMa | |||||
| Department director | Hsiu-Ju Lin | |||||
| Department director | Chen-Chou Chen | |||||
| Department director | Chih-PingWang | |||||
| Department director | Lin-Yen Cheng | |||||
| Department director | Hao-HsiangHsu | |||||
| Department director | Hsun-Chen Lin | |||||
| Department director | Kuo-ChungLin | |||||
| Department director | San-Tai Yeh | |||||
| Department director | Liang-Cheng Lin |
-
18 -
-
(IV) Analysis on the ratio taken by the gross total of profit sharing from earnings paid by the Company and all firms disclosed in the consolidated financial statements to the directors, presidents and vice presidents of the Company to the net earnings after tax over the past two years, including a description of the policies, criteria and composition of profit sharing from earnings; the procedures to determine profit sharing from earnings, and their interrelations with business performance and future risks:
-
(1) Analysis of the total remuneration paid by the Company and all firms disclosed in the consolidated financial statements, as a percentage of net income, to directors of the board, the president and vice presidents during the most recent two years:
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 |
|---|---|---|---|---|
| Title | Remuneration as apercentage of net income(%) | |||
| 2020 | 2019 | |||
| The Company | From All Consolidated Entities |
The Company | From All Consolidated Entities |
|
| Director | 4.31% | 4.57% | 5.46% | 5.94% |
| Chief Executive Officer, President and Vice Presidents |
1.75% | 1.86% | 3.88% | 4.01% |
-
(2) Remuneration policies and standards for the Company and all companies on disclosed on the consolidated financial statements: The remuneration paid by the Company to directors and supervisors is specified by the Articles of Incorporation approved by the shareholders meeting, and the board is authorized to reach a resolution. Except for the Company, the remuneration paid to the directors and supervisors of other companies listed in the consolidated financial statements is based on the payment standard adopted by other industry peers.
-
The remuneration paid to the Company's managers is based on the Company's operating performance and the standard adopted by industry peers and is approved by the chairman before being distributed.
-
Except for the Company, the remuneration paid to the managers of other companies listed in the consolidated financial statements is based on the payment standard adopted by other industry peers.
-
The Company's salary and remuneration policies are based on the Company's financial position and operating results, and the remuneration to directors and supervisors and bonuses to employees are distributed in accordance with the Articles of Incorporation to minimize the possibility of future risks.
-
19 -
IV. Implementation of corporate governance
(I) Operation of the board of directors:
As of the most recent fiscal year (2020) and up to the date of the publication of the annual report, the 22nd term board of directors have met 6 times, and the attendance of directors is shown below:
| Title | Name | Actual Attendance in Person |
Actual Attendance in Person |
Actual Attendance in Person |
Attendance by Substitution |
Percentage of Actual Attendance |
Remarks | |
|---|---|---|---|---|---|---|---|---|
| Chairman | Lan-Ying Hsu | 6 | 100% |
None | ||||
| Vice Chairman |
Vincent Lin | 5 | 1 | 83% |
None | |||
| Director | Representative of Taiwan Secom Co., Ltd.: Frank Lin |
6 | 100% |
None | ||||
| Director | Chuang-Yen Wang | 4 | 2 | 66% |
None | |||
| Director | Tai-Hung Lin | 6 | 100% |
None | ||||
| Director | Shih-Tsung Chang | 6 | 100% |
None | ||||
| Director | Po-Hsi Liao | 6 | 100% |
None | ||||
| Director | Yu-Feng Lin | 6 | 100% |
None | ||||
| Director | Shang Jing Investment Co., Ltd. Representative: Hong-Jun Lin |
6 | 100% |
None | ||||
| Independent Director |
Wen-Che Tseng | 6 | 100% |
None | ||||
| Independent Director |
Yin-Wen Chan | 6 | 100% |
None | ||||
| Independent Director |
Chi-Te Hung | 6 | 100% |
None | ||||
| Other issues to be recorded: I. The date, session, proposal content, and resolution specified and the opinion expressed by independent directors shall be specified under any one of the following circumstances: (I) Matters listed in Article 14-3 of the Securities and Exchange Act: The Company has established an Audit Committee, and Article 14-3 of the Securities and Exchange Act does not apply. Please refer to the information on the operation of the Audit Committee in this year's annual report. (II) Other BOD resolutions to which objections or qualified opinions for the record or in writing are expressed by independent directors: None. II. Directors' recusal from motions in which a conflict of interest arises: With respect to the “Procedures of Salary and Remuneration Committee” at the 7th board meeting of the 22nd term of board held on May 6, 2020. President Chia-Ying Chen, independent directors Wen-Che Tseng and Yin-Wen Chan recused themselves due to their positions as the interested persons. The chairperson consulted with the other attending directors, and the proposal was approved without objection. The chairperson consulted with the other attending directors and independent directors, and the proposal was approved without objection; III. A publicly traded or OTC company shall disclose the information on evaluation cycle and period, scope, method and contents of the board's self (or peer) appraisal and fill out the attached table regarding the execution of board appraisal: None. Evaluation cycle Evaluation period Scope of evaluation Assessment methods Assessment contents |
||||||||
| Evaluation cycle |
Evaluation period | Scope of evaluation |
Assessment methods |
Assessment contents |
- 20 -
==> picture [420 x 218] intentionally omitted <==
----- Start of picture text -----
1. Understand the
objectives and
missions of the
Company
2. Understanding of
directors' job
responsibilities
3. Participation in the
Self-evaluation
Board of operation of the
Once a year. 2020/1/1~2020/12/31 of the board of
Directors company
directors
4. Internal relationship
management and
communication
5. Professionalism and
continuous
education of
directors
6. Internal control
----- End of picture text -----
IV. An evaluation of targets and performance for strengthening the functional competence of the board during the current and the most recent years: 1. The “Standard Operating Procedures for Directors' Requests” was established in accordance with the resolution made in the 15th meeting of the 21st term of board held on March 22, 2019. 2. The “Board Performance Appraisal Measures” and the “Rules for the Scope of Responsibilities of Independent Directors” were established by the 9th board meeting of the 22nd term of the board on November 9, 2020.
- 21 -
(II) Information regarding Audit Committee operation: As of the most recent fiscal year (2020) and up to the date of the publication of the annual report, the 2nd term of audit committee have met 6 times, and the attendance of audit committee members is shown below:
| Title | Name | Actual Attendance in Person |
Attendance by Substitution |
Percentage of Actual Attendance |
Percentage of Actual Attendance |
Remarks | |
|---|---|---|---|---|---|---|---|
| Independent Director |
Wen-Che Tseng |
6 | 100% |
None | |||
| Independent Director |
Yin-Wen Chan |
6 | 100% |
None | |||
| Independent Director |
Chi-Te Hung |
6 | 100% |
None | |||
| Other issues to be recorded: I. The date, session, proposal content, and resolution specified and the opinion expressed by the Audit Committee, and the Company's handling of the Audit Committee's comments shall be specified under any one of the following circumstances: (I)Matters specified in Article 14-5 of the Securities and Exchange Act: Meeting Date and Session Content of Motions All opinion expressed by independent directors, and the Company's handling of the opinions March 17, 2020 5th meeting of the 2nd term Audit Committee 1. 2019 business report and financial statements. 2. In order to protect the Company's credit and shareholders' rights, it was proposed to conduct treasury stock buyback. 3. It was proposed to conduct evaluation of the Company's 2019 effectiveness of internal control protocols and issue the Statement on Internal Control. 4. The Company planning to endorse NT$78 million for Goyu Building Materials Co., Ltd. 5. Amendments to part of the Company’s “Procedures for Loaning of Funds” 6. Amendments to part of the Company’s “Procedures for Making Endorsements and Guarantees” Approved by all independent directors May 6, 2020 6th meeting of the 2nd term Audit Committee 1. Proposal for capital reduction by cash. 2. The Company proposed to merge with Jinyang Investment. August 11, 2020 7th meeting of the 2nd term Audit Committee The Company planning to endorse NT$78 million for Goyu Building Materials Co., Ltd. |
|||||||
| Meeting Date and Session |
Content of Motions | All opinion expressed by independent directors, and the Company's handling of the opinions |
|||||
| March 17, 2020 5th meeting of the 2nd term Audit Committee |
1. 2019 business report and financial statements. 2. In order to protect the Company's credit and shareholders' rights, it was proposed to conduct treasury stock buyback. 3. It was proposed to conduct evaluation of the Company's 2019 effectiveness of internal control protocols and issue the Statement on Internal Control. 4. The Company planning to endorse NT$78 million for Goyu Building Materials Co., Ltd. 5. Amendments to part of the Company’s “Procedures for Loaning of Funds” 6. Amendments to part of the Company’s “Procedures for Making Endorsements and Guarantees” |
Approved by all independent directors |
|||||
| May 6, 2020 6th meeting of the 2nd term Audit Committee |
1. Proposal for capital reduction by cash. 2. The Company proposed to merge with Jinyang Investment. |
||||||
| August 11, 2020 7th meeting of the 2nd term Audit Committee |
The Company planning to endorse NT$78 million for Goyu Building Materials Co., Ltd. |
- 22 -
| November 9, 2020 8th meeting of the 2nd term Audit Committee |
November 9, 2020 8th meeting of the 2nd term Audit Committee |
Assessment of the independence of the Company's CPAs. |
Assessment of the independence of the Company's CPAs. |
Assessment of the independence of the Company's CPAs. |
|||
|---|---|---|---|---|---|---|---|
| November 27, 2020 9th meeting of the 2nd term Audit Committee |
In response to the momentum of large-scale repatriation of Taiwanese businesses and the growing demand for cement in southern Taiwan, the Company is planning to purchase land and set up plant in Rende District, Tainan City. |
||||||
| March 15, 2021 10th meeting of the 2nd term Audit Committee |
1. 2020 business report and financial statements. 2. Planning to issue the 2020 Statement on Internal Control. 3. In order to expand the Company's business in ready-mix-concrete, it is proposed to authorize the chairman a budget of NT$2.5 billion to purchase land. 4. Proposal to switch CPAs who audit the Company's financial report. |
||||||
| Meeting Date |
With internalaudit supervisors | WithCPAs | |||||
| Matters to be communicated |
Discussion results |
Matters to be communicated |
Discussion results | ||||
| 2020/3/17 | 1. Internal audit report for the period between November 2019 and February |
1. No opinions. 2. Submitted to the board for resolution after deliberation. |
1. CPAs provided reports after auditing the 2019 financials. 2. CPAs raised questions and discussed and |
Inquire for details |
- 23 -
| 2020. 2. 2019 Statement on Internal Control. |
communicated with the participants in the meeting. |
|||||
|---|---|---|---|---|---|---|
| 2020/5/6 | Internal audit report for the period between March and April 2020. |
No opinions. | 1. CPAs provided supplementary explanations on the 2020 Q1 financial reports. 2. CPAs raised questions and discussed and communicated with the participants in themeeting. |
Inquire for details | ||
| 2020/8/11 | Internal audit report for the period between May and July 2020 |
No opinions. | 1. CPAs provided supplementary explanation on the 2020 Q2 financial reports. 2. CPAs raised questions and discussed and communicated with the participants in the meeting. |
Inquire for details | ||
| 2020/11/9 | Internal audit report for the period between August and October 2020. |
No opinions. | 1. CPAs provided supplementary explanation on the 2020 Q3 financial reports. 2. CPAs raised questions and discussed and communicated with the participants in the meeting. |
Inquire for details | ||
| 2021/3/15 | 1. Internal audit report for the period between November 2020 and February 2021. 2. 2020 Statement on Internal Control. |
1. No opinions. 2. Submitted to the board for resolution after deliberation. |
1. CPAs provided reports after auditing the 2020 financials. 2. CPAs raised questions and discussed and communicated with the participants in the meeting. |
Inquire for details |
- 24 -
(III) Status of corporate governance implementation and the differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons:
| Companies and | the reasons: | the reasons: | the reasons: | |
|---|---|---|---|---|
| Issues to be Assessed | ImplementationStatus | Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and thereasons |
||
| Yes | No | Summary description |
||
| I. Does the Company follow “Corporate Governance Best Practice Principles” to establish and disclose its corporate governance practices? |
|
The Company has approved its “Corporate Governance Principles” based on the Corporate Governance Best Practice Principles at the 16th board meeting of the 20th batch of board held on November 13, 2015, and disclosed it on the Market Observation Post System and the Company's website. |
No major differences |
|
| II. Shareholding structure and shareholders' equity (I) Does the Company have internal operating procedures for handling shareholders’ suggestions, concerns, disputes and litigation matters. If yes, have these procedures been implemented accordingly? (II) Does the Company possess a list of major shareholders and beneficial owners of these major shareholders? (III) Has the Company built and executed a risk management system and “firewall” between the Company and its affiliates? |
|
(I) The official website has “Investor Relations,” “Stakeholders” and “Contact Us” and other functions available for shareholders to raise questions and express opinions. The Company has established positions of spokesperson, acting spokesperson and dedicated shareholder services to handle shareholders’ suggestions, concerns, disputes and litigation matters. (II) The Company tracks the shareholding of directors, officers and principal shareholders who own more than 10% of shares based on the shareholder register provided by shareholder services agents. (III) The business dealings between the Company and its affiliates follow the prices, conditions and payment methods specified based on the principles of fairness and reasonableness, and the Company has established the “Supervision and Management of Subsidiaries” to control the business dealings with its affiliates. |
(I) No major differences (II) No major differences (III) No major differences |
- 25 -
| Issues to be Assessed | ImplementationStatus | ImplementationStatus | ImplementationStatus | Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description |
||
| (IV) Has the Company established internal rules prohibiting insider trading on undisclosed information? |
(IV) “Management Procedures for Prevention of Insider Trading” was approved in the 16th meeting of the 20th term of board held on November 13, 2015, which specifies that the Company's directors, officers and employees, as well as those who learn of the Company's news due to their occupations or controlling relationships, are prohibited from engaging in any insider trading activities. Education and training sessions on the Procedures or relevant regulations have been held. |
(IV) No major differences |
||
| III. Composition and responsibilities of the board of directors (I) Has the Company established a diversification policy for the composition of its board and has it been implemented accordingly? (II) Other than the Compensation Committee and the Audit Committee which are required by law, does the Company plan to set up other functional committees? |
|
| (I) The Company's “Corporate Governance Principles” (capability of the board) has defined that the composition of the board should be in a diversified manner. In addition to limiting those who hold concurrent positions to no more than 1/3 of the total board seats, the operations, managing and development requirements take diversification policy into consideration. The overall capabilities of the board members are described in (Note 1). (II) The Company has established its Salary and Remuneration Committee and Audit Committee in 2011 and 2016, respectively, and has not established other functional committees. |
(I) No major differences (II) No major differences |
- 26 -
| Issues to be Assessed | ImplementationStatus | ImplementationStatus | ImplementationStatus | Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description |
||
| (III) Has the Company established its Board Performance Appraisal Measures and the evaluation methods, conducted the performance appraisal regularly every year and provided the results to the board as the reference for directors' remuneration and nomination and renewal? (IV) Does the Company regularly evaluate its external auditors’ independence? |
|
(III) The “Board Performance Appraisal Measures” was established by the 9th board meeting of the 22nd term of the board on November 9, 2020. In 2021, the performance appraisal of the board for 2020 will be conducted, and the results of appraisal will be submitted to the board. (IV) The Company evaluates the independence of certified public accounts every year. The 9th meeting of the 22nd term of board was held on November 9, 2020 to approve the assessment of independence of CPAs. The two CPAs (Chien-Ru Yu, Hsin-Min Hsu) have presented their Statement on Assessment of Independence, and the Company has confirmed that the CPAs (including spouse and dependents, as well as their immediate family members) do not have any financial interests and business relationships, other than the certification, taxation and business registration fees, with the Company. |
(III) No major differences (IV) No major differences |
|
| IV. Has the Company allocate qualified and sufficient number of personnel and appoint managers in charge of corporate governance affairs (including but not limited to furnishing information required for business execution by directors and supervisors, assisting |
|
On March 22, 2019, the board approved the appointment of Vice President James Chiu taking a concurrent position as the principal officer of corporate governance responsible for the promotion of matters related to corporate governance. His experience is in line with the requirements of having more than three years of experience in the financial management of the Company,and his main |
No major differences |
|
| - 27 - |
| Issues to be Assessed | ImplementationStatus | ImplementationStatus | ImplementationStatus | Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description |
||
| directors and supervisors to comply with laws, handling matters relating to board meetings and shareholders’ meetings according to laws, recording minutes of board meetings and shareholders meetings, etc)? |
responsibilities include: 1. Handling matters related to the board meetings and shareholders' meetings in accordance with the law and help the Company to comply with the related regulations. 2. Produce meeting records and minutes of the board and shareholders' meetings. 3. Preparing directors with the information needed for carrying out their tasks and manage the development of the latest regulations related to the Company's operations to help directors comply with the regulations. 4. Matters related to investor relations. 5. Other matters stipulated in accordance with the Company's Articles of Incorporation or contracts. In 2020 he assisted in organizing 5 board meetings and 1 shareholders general meeting. Completed 18 hours of initial appointment by 2020/03/20 (initial appointment on 2019/03/22) |
|||
| V. Has the Company established communication channels with stakeholders (including, but not limited to, shareholders, employees, customers, and suppliers) and set up an area dedicated to stakeholders on the Company website and does the Company respond appropriately to corporate social responsibilityissues that |
|
The Company communicates with its stakeholders through the following channels: 1. Shareholders general meetings held in the second quarter every year. Motions are voted on a case-by-case basis. Shareholders can conduct electronic voting to fully participate in the voting for motions. 2. Annual report to shareholders is issued annually for investors' reference. 3. The revenue of the previous month is announced on the Market |
No major differences |
- 28 -
| Issues to be Assessed | ImplementationStatus | ImplementationStatus | ImplementationStatus | Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description |
||
| stakeholders consider important? |
Observation Post System and the Company's website. 4. Quarterly reports are announced on the MOPS and the Company's website every quarter. 5. Labor and employer meetings are held every quarter to establish a bilateral communication channel. 6. Conduct supplier assessment every year, and conduct site visits of suppliers or mutual visits from time to time for joint efforts with suppliers on the improvement of corporate social responsibility. 7. After fulfilling customer service requests, the customer service center takes the initiative to contact customers to conduct a customer satisfaction survey. In addition, the Stakeholder section of the Company's website, at http://www.gdc.com, offers service hotlines for investors, clients and suppliers. There are also communication channels available for filing employee grievances and a spokesperson system to appropriately respond to important corporate social responsibility matters of concern to stakeholders. Service Hotline: Customer Service Chief Cheng of the Customer Service Center at 0800-353-500 Customer service mail box, [email protected] Employee suggestion box, [email protected] |
|||
| VI. Has the Company designated an agent specializing in the handling of stock affairs to handle shareholder meeting affairs? |
| The Company has appointed Yuanta Securities as the primary shareholder services agent to manage matters related to shareholders and shareholder general meetings. |
No major differences |
|
| VII. Information disclosure (I) Has the Company |
| (I) 1. The Company's website (at | (I) No major | |
| - 29 - |
| Issues to be Assessed | ImplementationStatus | ImplementationStatus | ImplementationStatus | Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description |
||
| established a public website to disclose operational, financial, and corporate governance information? (II) Has the Company adopted other methods of information disclosure (e.g., setting up an English website, designating a specialist responsible for gathering and disclosing Company information, setting up a spokesperson system, uploading recordings of investor conferences onto the Company website)? |
|
www.gdc.com.tw) has the “Investor Relations” area which discloses financial statements, information on shareholders meeting, stock price inquiry, corporate governance, point of contact for investor relations, operation and performance of corporate social responsibility and ethics, independent directors, auditing and accounting aspects of communication, and is regularly updated for investors' reference. 2. Information disclosure for corporate governance: Include board of directors, internal audit, Articles of Incorporation, Salary and Remuneration Committee, legal statement, contact for investors and others. (II) 1. Designate personnel responsible for the collection and disclosure of the Company's information: The Company appoints designated personnel responsible for the collection and disclosure of information on a regular or irregular basis. 2. Implement the spokesperson protocols: Vice President Chiu of the Division of Administration is the Company's spokesperson, and Manager Chang of the Division of General Management is the acting spokesperson. 3. The entire process of the investor press conference is available on the Company's website. |
differences (II) No major differences |
- 30 -
| Issues to be Assessed | ImplementationStatus | ImplementationStatus | ImplementationStatus | Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description The 2020 investor press conference has been disclosed on the Company's website. |
||
| (III)Has the Company published and reported its annual financial report within two months after the end of a fiscal year, and published and reported its financial reports for the first, second and third quarters as well as its operating status for each month before the specified deadline. |
|
(III) The Company announces and submits its annual financial reports within three months after the end of a fiscal year, and announces and submits its Q1, Q2 and Q3 financial reports within 45 days after Q1, Q2 and Q3 of each fiscal year end before the prescribed period. Before the 10th of each month, the operating results of the previous month are announced. |
(III) No major differences |
|
| VIII. Does the Company have other important information to facilitate better understanding of the Company's corporate governance practices (including, but not limited to current status of employee rights, employee care, investor relations, supplier relations, stakeholder rights, director and supervisor training regimes, risk management policies, and risk measurement standards as well as the implementation of client policies and the Company's purchase of liability insurance for its directors and supervisors)? |
|
1. The Company offers good employee benefits to ensure the rights and interests of employees. Annual health examinations are available to each plant and the head office. Exercise equipment and courses for physical training are provided to help promote the physical and mental health of employees. 2. Regularly hold labor and employer meetings to improve the relations and ensure employees' rights and interests. 3. Establish bonus policies for the performance appraisal of the Division of Management and each plant. 4. Establish capability evaluation protocols and measures for quality control and sales personnel in order to improve the quality control and sales work performance and enhance the concrete quality and service capabilities of the Company. 5. The Companyneeds to improve the |
No major differences |
- 31 -
| Issues to be Assessed | ImplementationStatus | ImplementationStatus | ImplementationStatus | Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description |
||
| aspect of the continuing education for directors. 6. The attendance status of directors at board meetings is considered good. 7. The Company has designated units responsible for the risk management policies and measurement standards. 8. The Company has maintained smooth communication processes with its clients. 9. All directors comply with the regulations and recuse themselves from the discussion and voting of motions with which they are the interested persons. 10. The Company has purchased liability insurance policies for directors. |
||||
| IX. Please explain improvements that have been made, as well as priority matters to improve, and the results of the Corporate Governance Evaluation issued by the Taiwan Stock Exchange Corporate Governance Center. (I) Issues to be improved as priorities according to the 6th corporate governance evaluation conducted in 2019: 1. Has the Company established an appropriate governance structure to formulate and review corporate social responsibility policies, system or relevant management guidelines, and disclosed the on the Company's official website and annual report? 2. Has the Company established a dedicated (or part-time) unit which promotes corporate ethics management and is responsible for establishment, supervision of implementation of ethics management policies and prevention solutions, announces the operation and implementation results of the unit on the Company's official website and annual reports, and regularly reports to the board. These two indicators have been improved and achieved in the 7th corporate governance evaluation conducted in 2020. (II) Issues yet to be improved as priorities according to the 7th corporate governance evaluation conducted in 2020 1. Does the Company release its material information simultaneously in English? 2. Has the Company been invited to convene, or has the Company convened at least two institutional investor conferences, and the two conferences in the same year of the evaluation is more than three months apart? We are working on the above two objectives to comply with the corporate governance indicators. In the future, the Company will maintain effective corporate governance practices at all levels of operations and implement information transparency to improve the rights of shareholders. |
-
32 -
-
Note 1: *In order to achieve the vision of corporate governance, the professional knowledge and skills of board members must be considered, and members must possess the knowledge, skills, and literacy necessary to perform their duties. The members of the 22nd batch of board for Goldsun Building Materials have the following capabilities:
-
Ability to make operational judgments.
-
Accounting and financial analysis.
-
Business administration.
-
Crisis management.
-
Industry Knowledge.
-
Vision of the global market.
-
Leadership skills.
-
Decision making skills.
-
33 -
-
Specific management objectives of the diversification policy and the current status: Specific management objectives: Of the 8 above skills, at least 9 out of all the board members should have one least one of them. Each board member should have at least 6 of the above 8 skills.
Current implementation: All board members have met the objectives of skill diversification.
| Diversificat ion Name of Director |
Gend er |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 |
|---|---|---|---|---|---|---|---|---|---|---|
| (Education ) Profession al backgroun d |
Ability to make operatio nal judgmen ts. |
Accounti ng and financial analysis. |
Business administrati on. |
Crisis managem ent. |
Industry Knowled ge. |
Visio n of the globa l mark et. |
Leaders hip skills. |
Decisi on makin g skills. |
||
| Lan-Ying Hsu |
Fema le |
Business | V | V | V | V | V | V | V | V |
| Vincent Lin |
Male | Jurisprude nce |
V | V | V | V | V | V | V | V |
| Frank Lin | Male | Marketing manageme nt |
V | V | V | V | V | V | V | V |
| Chuang-Ye n Wang |
Male | Business | V | V | V | V | V | V | V | |
| Tai-Hung Lin |
Male | Business marketing |
V | V | V | V | V | V | V | |
| Shih-Tsung Chang |
Male | Company manageme nt |
V | V | V | V | V | V | V | |
| Po-Hsi Liao |
Male | Company manageme nt |
V | V | V | V | V | V | V | |
| Yu-Feng Lin |
Male | Political science |
V | V | V | V | V | V | ||
| Hong-Jun Lin |
Male | Company manageme nt |
V | V | V | V | V | V | ||
| Wen-Che Tseng |
Male | Financial accounting |
V | V | V | V | V | V | V | V |
| Yin-Wen Chan |
Male | Civil engineerin g |
V | V | V | V | V | V | V | |
| Chi-Te Hung |
Male | Civil engineerin g technician |
V | V | V | V | V | V |
- 34 -
(IV) Composition, responsibilities and operations of the Salary and Remuneration Committee:
(1) Information on members of the Salary and Remuneration Committee
| Title (Note 1) |
Conditions Name |
More than 5 years working experience and the following professional qualifications |
More than 5 years working experience and the following professional qualifications |
More than 5 years working experience and the following professional qualifications |
Status of | Status of | independence (Note 2) | independence (Note 2) | independence (Note 2) | independence (Note 2) | Number of other public companies for which the director concurrent ly serving as a salary and remunerati on committee member |
Remark s |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Lecturer (or above) of commerce, law, finance, accounting, or any subject relevant to the Company’s operations in a public or private tertiary institution |
A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the Company. |
Commercial, legal, financial, accounting or other work experiences required to perform the Company’s operations |
1 |
2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||
| Independent Director |
Wen-Che Tseng |
| | | | | | | | | | | 3 | None | ||
| Independent Director |
Yin-Wen Chan |
| | | | | | | | | | | | 0 | None | |
| Other | Tai-Jen Chen |
| | | | | | | | | | | | 2 | None |
Note 1: Please fill in as a director, independent director or others. Note 2: If the member, during the two years before being elected or during the term of office, meet any of the following situations, please check the appropriate corresponding boxes.
-
(1) Not an employee of the company or any of its affiliates.
-
(2) Not a director or supervisor of the company or any of its affiliates (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, a subsidiary or a related company under the same parent company, as appointed in accordance with this regulations or with the laws of the country of the parent company or subsidiary.)
-
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of issued shares of the company or ranks as one of its top ten shareholders.
-
(4) Not a spouse, relative within the second degree of kinship or lineal relative within the third degree of kinship, of any of the above persons listed in Subparagraph (2) and (3) or of the manager listed in (1).
-
(5) Not directly owning 5% or more of the Company's total issued shares or one of the top five shareholders in terms of the number of shares owned, and not a director, supervisor or employee of a corporate shareholder who is designated as the Company's director or supervisor in accordance with Paragraph 1 or 2, Article 27 of the Company Act (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, a subsidiary or a related company under the same parent company, as appointed in accordance with this regulations or with the laws of the country of the parent company or subsidiary.)
-
(6) Not a director, supervisor or employee of another company or institution in which the majority of board seats or voting rights are controlled by the same person in the Company (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, a subsidiary or a related company under the same parent company, as appointed in accordance with this regulations or with the laws of the country of the parent company or subsidiary.)
-
(7) Not a director, supervisor or employee of another company or institution, who is also the chairman, general manager or equivalent position, or a spouse of these personnel, of the Company (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, a subsidiary or a related
-
35 -
company under the same parent company, as appointed in accordance with this regulations or with the laws of the country of the parent company or subsidiary.)
-
(8) A director, supervisor, manager or a shareholder with 5% ownership of a company or institution which does not have financial or business dealings with the Company (The same does not apply, however, in cases where the specified company or institution holds 20% or more and no more than 50% of the total number of issued shares of the Company, and the person is an independent director of the Company, its parent company, a subsidiary or a related company under the same parent company, as appointed in accordance with this regulations or with the laws of the country of the parent company or subsidiary.)
-
(9) Not a professional individual or an owner, partner, director, supervisor or manager of a sole proprietorship, partnership, company or institution that, provides auditing or commercial, legal, financial, accounting services, which receive less than NT$500,000 in accumulated remuneration the most recent two years, to the company or to any affiliate of the company, or a spouse thereof. However, this restriction does not apply to the members of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercise powers pursuant to the Securities and Exchange Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
-
(10) Not been a person of any conditions defined in Article 30 of the Company Act.
(2) Operations of the Salary and Remuneration Committee
I. The Salary and Remuneration Committee has 3 members.
II. Term of office for this term: June 20, 2019 to June 19, 2022. The Committee has held 4 meetings (A) in the 2020 fiscal year.
III. Overview of meetings:
| Meeting date |
Session | Content of Motions | All opinions expressed by the committee members and the Company's handling of the opinions |
|---|---|---|---|
| 2020.02.19 | 2nd meeting of the 4th term |
1. Deliberate over the 2019 directors' remuneration allocation percentage. 2. Deliberate over the allocation of 2019 employee remuneration for appointed officers. |
Unanimous approval by the salary and remuneration committee, and reported to the board. |
| 2020.03,31 | 3rd meeting of the 4th term |
1. Deliberate over the remuneration of appointed officer - President of Division of General Management 2. Deliberate over the remuneration practice for independent directors |
- 36 -
| 2020.08.11 | 4th meeting of the 4th term |
Review the remuneration of the Company's appointed officers. |
|
|---|---|---|---|
| 2021.03.15 | 5th meeting of the 4th term |
Deliberate over the 2020 directors' remuneration allocation percentage. |
IV. Qualifications and attendance of committee members:
| Title | Name | Actual Attendance in Person (B) |
Attendance by Substitution |
Actual Attendance Rate (%) (B/A) (Note) |
Remarks |
|---|---|---|---|---|---|
| Convener | Wen-Che Tseng |
4 | 0 | 100% | Independent Director |
| Committee member |
Yin-Wen Chan |
4 | 0 | 100% | Independent Director |
| Committee member |
Tai-Jen Chen |
4 | 0 | 100% | Non-director |
| Other issues to be recorded: I. If the board of directors does not adopt or amend the recommendations from the Salary and Remuneration Committee, it shall clarify the date, session, proposal content and resolution of the board and how the Company handles the recommendations of the Committee (such as that the salary and remuneration approved by the board are better than what the Committee recommended, and the differences and reasons should be clarified). II. If the Committee members have objections or reservations and there are records or written statements from the meetings, the date, term, proposal content, opinions of all members and the handlingof their opinions shall be clearlystated. |
(Note):
-
(1) If a member of the salary and remuneration committee leaves before the year ends, the resignation date, the rate of actual attendance shall be calculated based on the number of committee meetings and the number of actual attendance in person.
-
(2) If there is a re-election of salary and remuneration committee members before the year end, the newly elected and incumbent committee members shall be listed. Their status of being the current, newly elected or re-elected and the re-election date shall be described in the remark field. The rate of actual attendance shall be calculated based on the number of board meetings and the number of actual attendance in person.
-
37 -
(V) Fulfillment of social responsibility and differences from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons for discrepancies:
| discrepancies: | ||||
|---|---|---|---|---|
| Issues to be Assessed | ImplementationStatus | Differences from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons for discrepancies. |
||
| Yes | No | Summary description | ||
| I. Has the Company conducted risk assessments on environmental, social and corporate governance issues related to the Company's operations in accordance with the materiality principle, and formulated relevant risk management policies and strategies? II. Does the Company have a dedicated CSR organization (or one holding concurrent positions) with the board authorizing the senior management to manage the organization, which reports to the board of directors? III. Environmental issues (I) Has the Company set an environmental management system designed to industry characteristics? (II) Is the Company committed to improving resource efficiency and to the use of renewable materials with low environmental impact? (III) Has the Company assessed the current and future potential risks and opportunities from climate |
|
I. The Company holds operations summits every month to conduct risk assessments on environmental, social and corporate governance issues related to the Company's operations in accordance with the materiality principle, and formulates operational policies. Each department of the Company also pays attention to risk issues in accordance with the operating _principles_and plans related to internal control protocols. For related content, please refer to the sections covering stakeholders and material topics in the Company's corporate social responsibility report. II. The Division of Administration (concurrent position) is responsible for promoting CSR initiatives, and Vice President Chiu of the Division of Administration reports the status of implementation to the board regularly every year. (I) The Company will implement its cloud-based and forward-looking technology introduced in recent years in the optimization of customer service, transportation control and sales consultation. All ready-mix-concrete plants in Taiwan, coupled with the availability of technology, will have the capacity to provide localized services at all time. As for the regulatory environment, the Company is ready to take appropriate measures to comply with the regulations at any time, and accordingly revise the internal standards and relevant regulations. (II) In consideration of the corporate social responsibility in environmental protection and product competitiveness, the Company actively develops industrial by-products, reuse of alternatives,carbon capture and |
No major differences. No major differences. (I) No major differences. (II) No major differences. |
- 38 -
| Issues to be Assessed | ImplementationStatus | Differences from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons for discrepancies. |
||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| changes and taken measures to address climate-related issues? |
storage and other technologies to be used in the ready-mix cement, so that the reliance on natural resources can be reduced, while achieving the reduction of energy consumption and cement clinker which can cause serious pollution. These measures can elaborate on the positive effects of concrete materials and reduce the negative impact on the environment. (III) In addition to the careful selection of sources of raw materials for the greening process of products, the research and development of new concrete enables products to have good quality while reducing the environmental impact. Since the adoption of the green manufacturing process in 1999, 95.2kg CO2-e/T in carbon emissions per each metric ton of concrete has been eliminated due to the use of new formula, so each department is able to successfully reduce its carbon emissions by 25.19%. |
(III) No major differences. |
||
| (IV) Has the Company compiled the greenhouse gas emissions, water consumption and total weight of waste the past two years and established management policies for energy saving and reduction of greenhouse gas emission, water consumption and other wastes? IV. Social Issues (I)Does the Company establish |
|
(IV) 1. The Company emphasizes energy-saving and carbon reduction for its transportation services. Besides incorporating ready-mix concrete trucks, certified under Phase 5 of environmental protection initiatives into the operations, Goldsun Express and Logistics also uses a smart GPS dispatching system, in combination with a logistics management platform, to improve the loading efficiency and reduce waiting time, further reducing the greenhouse gas emissions. 2. Establishment of sedimentation pools, water from mixers and washing trucks are recovered and reused, effectively reducing the water consumption. 3. Establishment of sand and gravel classifiers. Concrete brought back by vehicles can be sorted into sand and gravel through the classifiers to effectively reduce the total weight of waste. 4. For specific data on implementation, please refer to the section on common good on the CSR report. (I)The Company complies with Taiwan'sLabor |
(IV) No major differences (I) No major differences. (II) No major differences. |
- 39 -
| Issues to be Assessed | ImplementationStatus | Differences from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons for discrepancies. |
||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| policies and procedures in compliance with regulations and internationally recognized human rights principles? (II) Has the Company established and implemented reasonable employee welfare measures (including remuneration, vacation and other benefits) and appropriately reflected the business performance or results in the employee remuneration policy? (III) Has the Company provided employees with a safe and healthy working environment and regularly conducted safety and health training? |
|
Standards Act, Act of Gender Equality in Employment and other relevant labor laws and regulations in its hiring of employees, and has established its Work Rules and the Measures of Prevention, Correction, Complaint and Punishment of Sexual Harassment at Workplace to protect labor rights and equality in gender and employment rights. (II) The Company issues bonuses from time to time based on the operating performance and adjusts salary according to the results of the annual performance appraisal. An employee welfare committee has been established in accordance with the Employee Welfare Fund Act, which offers welfare benefit payments. The benefit measures include bonuses for Dragon Boat, Mid-Autumn and Spring Festivals and Labor Day; subsidies for birthday, continuing education, bonuses for senior citizens; hospitalization or funeral condolence; scholarships for children; employees' domestic or overseas trips or sponsorship for employee tours and others. (III) The Company prioritizes the safety and health of its employees. In addition to implementing self-inspection of the plant area and manufacturing equipment, checkpoints are set up before, during and after each process to ensure that the equipment, tools, sites and procedures are safe. Occupational safety and health education sessions are held from time to time every year. |
(III) No major differences |
|
| (IV) Has the Company established an effective career development training program for employees? |
|
(IV) In order to continuously enhance the professional competence of employees, each unit applies on-the-job training (OJT) in daily work routines. For example, personnel in manufacturing control, quality control and sales are given specialized education and training in their respective functions, and seed coaches developed by the Company, managers or external professional lecturers are invited to hold classes ona variety ofprofessional |
(IV) No major differences (V) No major differences |
|
| - 40 - |
| Issues to be Assessed | ImplementationStatus | Differences from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons for discrepancies. |
||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (V) Has the Company complied with the relevant regulations and international standards and formulated policies for consumer protection and grievance procedures with respect to consumer health and safety, customer privacy, marketing and labeling of products and services? (VI) Has the Company established supplier management policies which require suppliers to comply with regulations on environmental protection, occupational safety and health or labor rights, and reported the implementation? |
|
knowledge skills. (V) 1. The Company has passed various technical requirements of ready-mix concrete in the CNS national standards. In 2003, products were given “Excellent” labels awarded by the Good Ready-Mixed Concrete (GRMC) system. Plants has integrated the ISO 9001 quality management system certification. In September 2015, the Company obtained the ISO 9001 quality management system certification for sand and gravel, verifying that manufacturing processes are in compliance with the requirements of the ISO 9001 certification. 2. The Company has provided online customer service mailboxes, customer service systems and hotlines to ensure the rights and interests of customers. Our customer service center also conducts field visits of clients' sites to protect consumer rights. (VI) 1. The board has approved the “Standards on Joint Efforts with Suppliers to Fulfill Corporate Social Responsibility” to highlight the issues of environmental protection, and exerted its influence to encourage vendors in the supply chain to work with the Company in efforts protecting the environment. 2. In order to ensure quality and stable supply of products and raw materials, we have established external supply chain process. Products from suppliers must meet the CNS standards. The establishment and operations of suppliers shall not violate the laws. Suppliers are only listed as Goldsun's approved suppliers if their technologies, prices and transportation satisfy the selection criteria and pass the on-site and samples evaluation. Monthly audits are conducted with respect to the stability in supply and raw materials quality to determine their grades and the subsequent purchase methods. |
(VI) No major differences |
- 41 -
| Issues to be Assessed | ImplementationStatus | ImplementationStatus | ImplementationStatus | Differences from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons for discrepancies. |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| V. Has the Company referred to international reporting standards or guidelines in its preparation of corporate social responsibility reports and other reports which disclose the Company's non-financial information? Have the abovementioned reports obtained the verification or assurance opinions from third-party certificationorganizations? |
| The Company complies with the core options of the GRI Standards in its preparation of the CSR report. The Company has not yet obtained the verification or assurance opinions from any third-party certification organization for the CSR report. |
No major differences. |
|
| VI. If the Company has established its corporate social responsibility code of practice according to the “Corporate Social Responsibility Best Practice Principles for Listed Companies,” please describe the operational status and differences of the adoption: The board resolved to approve the developed “Corporate Social Responsibility Best Practice Principles” on November 13, 2015, and amendments were approved by the board resolution on November 8, 2016. The actual operationshaveno significant differencesfromthe establishedPrinciples. |
||||
| VII. Other important information for facilitating the understanding of CSR and its implementation: The Company's CSR reportis disclosed onthe corporate website and theMOPS. |
The board resolved to approve the developed “Corporate Social Responsibility Best Practice Principles” on November 13, 2015, and amendments were approved by the board resolution on November 8, 2016. The actual operations have no significant differences from the established Principles.
- 42 -
(VI) Status of the Company's practice of ethical management and differences from the Ethical Corporate Management Best Practice Principles for the Listed Companies and reasons for discrepancies:
| reasonsfordiscrepancies: | ||||
|---|---|---|---|---|
| Issues to be Assessed | Implementation Status | Differences from the Ethical Corporate Management Best Practice Principles for the Listed Companies and reasons for discrepancies |
||
| Yes | No | Summary description | ||
| I. Establish corporate conduct and ethics policy and implementation measures. (I) Does the company establish ethical management policies approved by the board and have bylaws and publicly available documents addressing its corporate conduct and ethics policy and measures and the commitment regarding the implementation of such policy from the board and the executive management team? (II) Has the Company established a risk assessment mechanism against unethical conduct, analyzed and assessed on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, and established prevention programs accordingly which at least cover the prevention measures against the conducts listed in Paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies? (III) Has the Company defined operating procedures, conduct guidelines, disciplinary penalties and grievance process in the program preventing unethical conduct and put them in practice, and regularly reviewed and amended the program? |
|
(I) The Company has formulated the “Ethical Corporate Management Best Practice Principles” and the “Procedures for Ethical Operations Management and Guidelines for Conduct.” The Division of Administration is responsible for the development and supervision of ethical operations policies and regulations, which have been incorporated into the follow-up items for internal control protocols, and regularly reports to the board. (II) The “Procedures for Ethical Operations Management and Guidelines for Conduct” specifies procedures, conduct guidelines, penalties for violations and grievances filing procedures to promote ethical operations and prevent any unethical behaviors. (III) The “Procedures for Ethical Operations Management and Guidelines for Conduct” has defined standards prohibiting directors, managers and employees from engaging in business activities with high risk of unethical behaviors specified in Paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies or other scopes of business. |
No major differences |
|
| II. Practice ethical operations (I) Does the company assess the ethics records of whom it has business relationships with and include business conduct and ethics related clauses in the business contracts? |
|
(I) Before entering into a contract with another party, the Company shall gain a thorough knowledge of the status of the other party's ethical management, and shall make observance of the ethical management policyof the Company part of the terms |
No major differences |
- 43 -
| Issues to be Assessed | Implementation Status | Differences from the Ethical Corporate Management Best Practice Principles for the Listed Companies and reasons for discrepancies |
||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (II) Has the Company established a specialized unit under the board responsible for the promotion of corporate ethics management, which regularly (at least once a year) reports policies on ethical operations, programs on prevention of unethical conduct and the status of supervision to the board? (III) Does the Company establish policies to prevent conflict of interests, provide appropriate communication and complaint channels and implement such policies properly? (IV) Has the Company established an effective accounting and internal control system to put ethical operations management into practice and arranged for the internal audit unit to formulate audit plans based on the risk assessment of unethical conduct and audit the compliance to prevent unethical conduct, or commissioned independent auditors to conduct the audit? (V) Does the Company provide internal and external ethical conduct training programs on a regular basis? |
|
and conditions of the contract. (II) The Division of Administration is responsible for the development and supervision of ethical operations policies and regulation. On August 11 and November 9, 2020, the Division submitted the results of the implementation of ethical operations and relevant issues to the board. (III) The Company has established the “Procedures for Ethical Operations Management and Guidelines for Conduct,” and clearly defined policies on conflict of interest and provided appropriate channels for filing grievances. (IV) Internal auditors regularly check the compliance with the accounting systems and internal control protocols. Accountants also review the implementation of the internal control protocols every year. (V) 1. Promotion of regulatory compliance: The Company compiles ethical operations guidelines and standards for handling important internal information centering on the topic of “Practice ethical operations,” and advocates to employees in meetings or internal announcements on issues to which they should pay attention when performing their duties. 2. Education and training: Courses on “Ethical values” are regularly arranged on topics such as professional ethics and confidentiality and case studies. Three batches of classes were offered in 2020, and a total of 86 people received a total of 444 traininghours. |
||
| III. Operations of the Company's grievance reporting system (I) Does the Company establish specific complaint and reward procedures, set up conveniently accessible complaint channels and designate responsible individuals to handle |
|
(I) The Company has established the “Procedures for Ethical Operations Management and Guidelines for Conduct,” and clearly defined the whistleblowing protocols and provided appropriate channels for filing grievances. |
No major differences |
- 44 -
| Issues to be Assessed | Implementation Status | Implementation Status | Implementation Status | Differences from the Ethical Corporate Management Best Practice Principles for the Listed Companies and reasons for discrepancies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| the complaint received? (II) Does the Company establish standard operating procedures for investigating the complaints received, follow-up measures to be adopted and the related confidentiality measures after investigation? (III) Does the Company adopt proper measures to shield a complainant from retaliation for filing complaints? |
|
(II) The Company has established the “Procedures for Ethical Operations Management and Guidelines for Conduct,” and made it clear that the identity of whistleblowers and the content of the report are kept confidential. (III) The Company has established the “Procedures for Ethical Operations Management and Guidelines for Conduct,” and adopted appropriate measures to shield whistleblowers from retaliation for filing grievances. |
||
| IV. Enhance information disclosure Does the Company disclose its guidelines on business ethics as well as information about implementation of such guidelines on its website and the Market Observation Post System? |
| The Company discloses the relevant information on the corporate website and the MOPS. |
No major differences |
|
| V. If the company has established corporate governance policies based on “the Ethical Corporate Management Best Practice Principles for the Listed Companies,” please describe any discrepancy between the policies and their implementation in the Company: The Company has established the Ethical Corporate Management Best Practice Principles, and the related operations are implemented in accordance with the regulations. |
||||
| VI. Other important information to facilitate better understanding of the Company’s corporate conduct and ethics compliance practices (such as reviewing and amending the Company’s existing Ethical Corporate Management Best Practice Principles): None. |
V. If the company has established corporate governance policies based on “the Ethical Corporate Management Best Practice Principles for the Listed Companies,” please describe any discrepancy between the policies and their implementation in the Company: The Company has established the Ethical Corporate Management Best Practice Principles, and the related operations are implemented in accordance with the regulations. VI. Other important information to facilitate better understanding of the Company’s corporate conduct and ethics compliance practices (such as reviewing and amending the Company’s existing Ethical Corporate Management Best Practice Principles): None.
(VII) If the Company has adopted corporate governance best practice principles or the related bylaws, disclose how they can be found:
Accessible at the corporate governance section of the Market Observation Post System and the Company's official website (http://www.gdc.com.tw).
(VIII) Other significant information that will provide a better understanding of the state of the company's implementation of corporate governance may also be disclosed:
Accessible at the corporate governance section of the Market Observation Post System and the Company's official website (http://www.gdc.com.tw).
-
45 -
-
(IX) Status of implementation of the Company's internal control protocols:
-
- Statement on Internal Control:
Goldsun Building Materials Co., Ltd. Statement on Internal Control:
Date: March 15, 2021
Based on the findings of a self-assessment, the Company states the following with regard to its internal control system during the year of 2020 :
-
I. The Company’s board and management are responsible for establishing, implementing and maintaining a proper internal control system. Our internal control is a process designed to provide reasonable assurance over the effectiveness and efficiency of our operations (including profitability, performance and safeguarding of assets), reliability of our financial reporting and compliance with applicable laws and regulations.
-
II. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its stated objectives. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. However, internal control system of the Company features a self-monitoring mechanism that enables immediate rectification of deficiencies upon discovery.
-
III. The Company evaluates the design and execution of its internal control system based on the criteria specified in “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as “The Governing Principles”) to determine whether or not the existing policies continue to be effective. The criteria adopted by the Regulations identify five key components of managerial internal control: 1. Control environment. 2. Risk assessment. 3. Control activities. 4. Information and communication. 5. Monitoring. Each component has its own items. Please see the Regulations for details.
-
IV. We have evaluated the design and operating effectiveness of our internal control system according to the aforementioned Regulations.
-
V. Based on the findings of such evaluation, we believe that on December 31, 2020, it has maintained, in all material respects an effective internal control system (that includes the supervision and management of our subsidiaries) to provide reasonable assurance over our operational effectiveness and efficiency, reliability of financial reporting and compliance with applicable laws and regulations.
-
VI. This Statement will be an integral part of the Company’s annual report and prospectus and will be made public. Any falsehood, concealment or other illegality in the content made public will entail legal liability under Article 20, 32, 171 and 174 of the Securities and Exchange Act.
-
VII. This Statement has been approved by the board in the meeting held on March 15, 2021, with none of the twelve attending directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.
Goldsun Building Materials Co., Ltd.
Chairman Lan-Ying Hsu
President Lan-Ying Hsu
-
Where a CPA has been hired to carry out a special audit of the internal control system, furnish the CPA audit report: Not applicable.
-
(X) For the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, disclose any sanctions imposed in accordance with the law upon the Company or its internal personnel, any sanctions imposed by the
-
46 -
Company upon its internal personnel for violations of internal control system, and the penalties which may have a significant impact on shareholders' equity or the price of securities, and list the content of penalties, principal deficiencies, and the state of any efforts to make improvements: Not applicable.
(XI) Material resolutions of a shareholders meeting or a board of directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:
- Key resolutions from the shareholders' meeting:
| Meeting Date |
Key Resolutions | Review Implementation |
|---|---|---|
| 2020.06.17 | Ratification Topics: Issue 1: 2019 business report and financial statements. Resolution: The total number of voting rights of shareholders present for the motion was 1,051,189,153, of which 1,016,157,833 were in favor of the motion, representing 96.66% of the total voting rights. A total of 138,826 is against the motion, and 34,892,494 were abstention or non-voting. The number of votes in favor of the motion exceeded the legal amount, and the motion was approved. Issue 2: 2019 Annual profit distribution. Resolution: The total number of voting rights of shareholders present for the motion was 1,051,189,153, of which 1,017,939,826 were in favor of the motion, representing 96.83% of the total voting rights. A total of 281,403 was against the motion, and 32,967,924 were abstention or non-voting. The number of votes in favor of the motion exceeded the legal amount, and the motion was approved. Discussion Topics: Issue 1: Proposal for capital reduction by cash. Resolution: The total number of voting rights of shareholders present for the motion was 1,051,189,153, of which 1,017,969,482 were in favor of the motion, representing 96.83% of the total voting rights. A total of 246,721 was against the motion, and 32,972,950 were abstention or non-voting. The number of votes in favor of the motion exceeded the legal amount, and the motion was approved. Issue 2: Amend the provisions of the Shareholder Meeting Rules of Procedures. Resolution: The total number of voting rights of shareholders present for the motion was 1,051,189,153, of which 1,017,971,351 were in favor of the motion, representing 96.83% of the total voting rights. A total of 140,841 was against the motion, and 33,076,961 were abstention or non-voting. The number of votes in favor of the motion exceeded the legal amount, and the motion was approved. Issue 3: Amend the provisions of the Company's “Procedures for Loaningof Funds.” |
Ratification of the 2019 business report and financial statements. The consolidated revenue for the year was NT$19 billion 507 million, and the net income was NT$ 1.1 billion 85.96 million, with an EPS of NT$0.8. A cash dividend of NT$0.3 per common share was approved for allocation. July 22, 2020 was set as the ex-dividend date, and the cash dividends were issued on August 7, 2020. Approved the exchange of 855.811 shares for every one thousand shares and a refund of NT$1.44189 per share. August 11, 2020 was set as the base date for capital reduction, and cash from shares was refunded on October 21, 2020. Amended in accordance with Tai-Zheng-Zi-Li-Zi No. 10800242211 issued by the Taiwan Stock Exchange Corporation on January 2, 2020. Amended in accordance with Jin-Guan-Zheng-Shen-Zi |
- 47 -
| Resolution: The total number of voting rights of shareholders present for the motion was 1,051,189,153, of which 1,017,966,995 were in favor of the motion, representing 96.83% of the total voting rights. A total of 141,821 was against the motion, and 33,080,337 were abstention or non-voting. The number of votes in favor of the motion exceeded the legal amount, and the motion was approved. Issue 4: Amend the provisions of the Company's “Procedures for Making Endorsements and Guarantees”. Resolution: The total number of voting rights of shareholders present for the motion was 1,051,189,153, of which 957,621,994 were in favor of the motion, representing 91.09% of the total voting rights. A total of 60,490,884 was against the motion, and 33,076,275 were abstention or non-voting. The number of votes in favor of the motion exceeded the legal amount,and the motion was approved. |
No. 1080304826 issued by the Financial Supervisory Commission on March 7, 2019. Amended in accordance with Jin-Guan-Zheng-Shen-Zi No. 1080304826 issued by the Financial Supervisory Commission on March 7, 2019. |
|
|---|---|---|
2. Key resolutions from board meetings:
| Meeting Date |
Key Resolutions |
|---|---|
| 2020.03.1 7 |
(1) Approved the 2019 remuneration distribution for employees. (2) Approved resolutions from the Salary and Remuneration Committee. (3) Approved the 2019 year-end report. (4) Approved the proposal to conduct treasury stock buyback. In order to protect the Company's credit and shareholders' equity. (5) Approved to conduct evaluation of the Company's 2019 effectiveness of internal control protocols and issue the Statement on Internal Control. (6) Approved the 2020 business report. (7) Approved the Company's application to banks for more lines of credit to increase the working capital, and to authorize the chairman to handle all contractual matters and the subsequent use of the credit line. (8) Approved the Company 's plan to endorse NT$78 million for Goyu Building Materials Co., Ltd. (9) Approved the amendments to part of the Company’s “Procedures for Loaning of Funds.” (10) Approved the amendments to part of the Company’s “Procedures for Making Endorsements and Guarantees.” (11) Approval of the amendments to provisions of the “Shareholder Meeting Rules of Procedures.” (12) Approval of the amendments to provisions of the “Board Meeting Rules of Procedures.” (13) Approved to establish the “Rules Governing the Scope of Powers of Independent Directors.” (14) Approval of the amendments to provisions of Article 11 of the “Audit Committee Organizational Charter.” (15) Approval of the amendments to provisions of the “Salary and Remuneration Committee Organizational Charter.” (16) Approval of the amendments to provisions of the “Ethical Corporate Management Best Practice Principles.” (17)Approval of the amendments toprovisions of the “Procedures for Ethical Operations |
- 48 -
| Meeting Date |
Key Resolutions |
|---|---|
| Management and Guidelines for Conduct.” (18) Approval of the appointment of Ms. Chia-Ying Chen as the President of Division of General Management at Taiwan Secom. (19) Approved the convening of the 2020 shareholders general meeting. (20) Approved the implementation of shareholders' rights to proposals at the 2020 shareholders general meeting. |
|
| 2020.05.0 6 |
(1) Approved the cancellation of treasury stock repurchased in the buyback meant for the protection of the company's credit and shareholders' equity. (2) Approved the 2019 annual profit distribution. (3) Approved the proposal for capital reduction by cash. (4) Approved the Company's proposal to merge with Jinyang Investment. (5) Approved the meeting minutes from the Salary and Remuneration Committee. (6) Approved the Company's application to Bank SinoPac for extension of credit to increase the working capital, and to authorize the chairman to handle all contractual matters and the subsequent use ofthe creditline. |
| 2020.08.1 1 |
(1) Approved proposals for the establishment of base date for capital reduction and base date for capital reduction and share conversion and operation of capital reduction and share conversion. (2) Approved the drafting of the operating procedures for buying back treasury stocks and the management plan for the buyback of treasury stocks. (3) Approved the Company's application to banks for more lines of credit to increase the working capital, and to authorize the chairman to handle all contractual matters and the subsequent use of the credit line. (4) Approved the Company 's plan to endorse NT$78 million for Goyu Building Materials Co.,Ltd. |
| 2020.11.0 9 |
(1) Approval of the establishment of the Performance Appraisal of the Board of Directors. (2) Approval of the proposal to amend provisions of the “Rules Governing the Scope of Powers of Independent Directors.” (3) Approved the assessment of the independence of the Company's CPAs. (4) Approved the Company's application to banks for more lines of credit to increase the working capital, and to authorize the chairman to handle all contractual matters and the subsequent use of the credit line. (5) Approved of the proposal to establish the 2021 annual audit plan. (6)Approval of theproposal to donate NT$5 million to the Lin TengFoundation. |
| 2020.11.2 7 |
(1) In response to the momentum of large-scale repatriation of Taiwanese businesses and the growing demand for cement in southern Taiwan, the Company is planning to purchase land and set up plant in Rende District, Tainan City. |
| 2021.03.1 5 |
(1) Approved the 2020 remuneration distribution for employees. (2) Approved resolutions from the Salary and Remuneration Committee. (3) Approved the 2020 business report and financial statements. (4) Approved the 2020 annual profit distribution. (5) Approved to plan to issue the 2020 Statement on Internal Control. (6) Approved to plan to establish the 2021 business report. (7) Approved the plan to issue NT$2 billion in domestic secured corporate bonds. (8) Approved the Company's application to banks for more lines of credit to increase the working capital, and to authorize the chairman to handle all contractual matters and the subsequent use of the credit line. (9) Approved the proposal to authorize the chairman a budget of NT$2.5 billion to purchase land in order to expand the Company's business in ready-mix-concrete. (10) Approved the proposal to amend provisions of the “Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises.” |
- 49 -
Meeting Key Resolutions Date (11) Approved the proposal to switch CPAs who audit the Company's financial report. (12) Approved the proposal to convene the 2021 shareholders general meeting.
(13) Approved the implementation of shareholders' rights to proposals at the 2021 shareholders general meeting.
-
(XII) Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a key resolution passed by the board, and the dissenting opinion has been recorded or prepared as a written declaration: None.
-
(XIII) A summary of resignations and terminations, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, of the Company's chairman, general manager, principal accounting officer, principal financial officer, chief internal auditor, principal corporate governance officer and principal research and development officer:
Summary Table for Status of Resignation or Termination of Interested Persons of the Company
March 30, 2021
| March 30,2021 | ||||
|---|---|---|---|---|
| Title | Name | Starting Date | Termination Date | Reason for Resignation or Termination |
| Principal financial officer |
Chia-Ju Tsai | March 21, 2018 | April 1, 2020 | Transfer |
Note: The interested persons of the Company refer to the chairman, president, principal accounting officer, principal financial officer, chief internal auditor, principal corporate governance officer and principal research and development officer.
V. Audit fee of independent auditors:
Unit: NT$1,000
| Name of Accounting Firm |
Name of Accountant |
Audit Service |
Non-Audit Service | Non-Audit Service | Non-Audit Service | Non-Audit Service | Non-Audit Service | Audit Period |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| System Design |
Company Registration |
Human Resources |
Other | Subtotal | |||||
| Ernst & Young Taiwan |
Chien-Ru Yu |
3,860 | - | - | - | 50 | 50 | 2020/1/1~ 2020/12/31 |
Note |
| Hsin-Min Hsu |
Note: Others refer to the NT$50 thousand audit fee from the business tax.
-
(I) When non-audit fees paid to the certified public accountant, the accounting firm of the certified public accountant and/or to any affiliated enterprise of such accounting firm are more than one quarter of the audit fees paid: Not applicable.
-
(II) When the Company changes its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year: Not applicable.
(III) When the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by 10% or more: Not applicable.
VI. Information on change of CPAs: The Company cooperated with the
- 50 -
internal operation changes of Ernst & Young, Taiwan, and switched CPAs from Muriel Yu and Hsin-Min Hsu in 2020 to Ian Wang and Hsin-Min Hsu starting Q1 of 2021.
VII. If the chairman, president and managers in charge of the Company's finance and accounting operations held any positions within the Company's independent audit firm or its affiliates during the past one year: Not applicable.
- 51 -
VIII. Changes in the transfer or pledge of shares by directors, officers, and shareholders holding over 10% of the outstanding shares in the previous year and by the date of report publication:
(I) Changes in shareholding of directors, managers and principal shareholders:
| Title | Name | 2020 | 2020 | YearendedMarch30,2020 | YearendedMarch30,2020 |
|---|---|---|---|---|---|
| Increase (decrease) in the number of shares held |
Increase (decrease) in the number of pledged shares |
Increase (decrease) in the number of shares held |
Increase (decrease) in the number of pledged shares |
||
| Chairman | Lan-YingHsu | (144,362) | - | - | - |
| Vice Chairman | VincentLin | (978,793) | (288,378) | - | - |
| Director | Taiwan Secom Co.,Ltd. | (12,319,771) | - | - | - |
| Representative: Frank Lin | (338,837) | (216,284) | - | - | |
| Director | Chuang-Yen Wang | (3,276,568) | - | - | - |
| Director | Tai-HungLin | (670,479) | (666,154) | (25,675) | - |
| Director | Shih-TsungChang | (894,292) | - | - | - |
| Director | Po-Hsi Liao | (211,564) | - | - | - |
| Director | Yu-FengLin | 6,581 | - | - | - |
| Director | Shang JingInvestmentCo.,Ltd. | (998,858) | - | - | - |
| Representative: Hong-Jun Lin | - | - | - | - | |
| Independent Director |
Wen-Che Tseng | - | - | - | - |
| Independent Director |
Yin-Wen Chan | - | - | - | - |
| Independent Director |
Chi-Te Hung | - | - | - | - |
| Chief Executive Officer |
Lan-Ying Hsu | (144,362) | - | - | - |
| Chief Executive Officer |
Lei Lin | - | - | - | - |
| President | Chiao Lin | - | - | - | - |
| President | Chih-Jen Wu | 42,790 | - | - | - |
| President | Chia-Ying Chen | - | - | - | - |
| Vice President | Chin-Yi Huang | (23,809) | - | - | - |
| Vice President | James Chiu | 98,159 | - | (80,000) | - |
| Vice President | Wen-Te Chen | (2,336) | - | - | - |
| Vice President | Chih-ChiangYang | (414) | - | - | - |
| Vice President | Shang-Yuan Wen | - | - | - | - |
| Vice President | Yu-Min Yuan | - | - | - | - |
Note: Capital reduction by cash for 2020
(II) Stock trade of directors, managers and principal shareholders with a related party: Not applicable.
(III) Stock pledge of directors, managers and principal shareholders with a related party: Not applicable.
- 52 -
IX. Information on top ten shareholders and their mutual relationship:
March 30, 2021. Unit: shares; %
| Name | Shareholding | Shareholding | Shareholding of Spouse and Minor Children |
Shareholding of Spouse and Minor Children |
Shares Held in the Name of Others |
Shares Held in the Name of Others |
Title, name and relationship of the top ten shareholders who have mutual relationship as spouse or kinship within the second degree as specified bySFAS No.6. |
Title, name and relationship of the top ten shareholders who have mutual relationship as spouse or kinship within the second degree as specified bySFAS No.6. |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Ownership | Number of Shares |
Ownership | Number of Shares |
Ownership | Title | Relationship | ||
| Shin Lan Enterprise INC. Representative: Mei-Hui Li |
79,420,341 | 6.73% | - |
- |
- |
- |
- |
- |
- |
| 196,046 | 0.02% | - |
- |
- |
- |
- |
- |
- |
|
| Taiwan Secom Co., Ltd. Representative: Shiaw-shinn Lin |
77,555,747 | 6.57% | - |
- |
- |
- |
Titan Star International Co., Ltd. |
Investment by the Company byusingthe equitymethod |
- |
| 14,552,989 | 1.23% | 2,885,901 | 0.24% | - |
- |
Shin-Lan Investment Co., Ltd. |
Second-degree relative of the representatives of the companies |
- |
|
| Yuan-Shin Investment Co., Ltd. |
- |
||||||||
| Cheng Hsin Investment Co.,Ltd. |
Responsible person of the Company |
- |
|||||||
| Fubon Life Insurance Co., Ltd. Representative: Richard Tsai |
49,768,598 | 4.22% | - |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
| Titan Star International Co., Ltd. Representative: Wen-Liang Jiang |
49,459,710 | 4.19% | - |
- |
- |
- |
Taiwan Secom Co., Ltd. | Investment in the Company by the counterparty using the equitymethod |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
| Cheng Hsin Investment Co., Ltd. Representative: Shiaw-shinn Lin |
28,151,689 | 2.39% | - |
- |
- |
- |
- |
- |
- |
| 14,552,989 | 1.23% | 2,885,901 | 0.24% | - |
- |
Taiwan Secom Co., Ltd. | Responsible person of the Company |
- |
|
| Yuan-Shin Investment Co., Ltd. |
Second-degree relative of the representatives of the companies |
- |
|||||||
| Shin-Lan Investment Co., Ltd. |
- |
||||||||
| Shin-Lan Investment Co., Ltd. Representative: Frank Lin |
26,071,411 | 2.21% | - |
- |
- |
- |
- |
- |
- |
| 2,355,360 | 0.20% | - |
- |
- |
- |
Taiwan Secom Co.,Ltd. | Second-degree relative of the representatives of the companies |
- |
|
| Cheng Hsin Investment Co., Ltd. |
- |
||||||||
| Yuan-Shin Investment Co., | - |
- 53 -
| Ltd. | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Chuang-Yen Wang | 19,447,545 | 1.65% | 1,977,566 | 0.17% | - |
- |
- |
- |
- |
| Yuan-Shin Investment Co., Ltd. Representative: Vincent Lin |
17,253,250 | 1.46% | - |
- |
- |
- |
- |
- |
- |
| 6,468,322 | 0.55% | 122,997 | 0.01% | - |
- |
Taiwan Secom Co.,Ltd. | Second-degree relative of the representatives of the companies |
- |
|
| Cheng Hsin Investment Co., Ltd. |
- |
||||||||
| Shin-Lan Investment Co., Ltd. |
- |
||||||||
| Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International EquityIndex Funds |
16,310,415 | 1.38% | - |
- |
- |
- |
- |
- |
- |
| Concord International Securities Co., Ltd. Representative: Wen-Ko Hsu |
15,944,378 | 1.35% | - |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
-
54 -
-
X. The total number of shares and total equity stake held in any single enterprise by the Company, its directors, managerial officers, and any companies controlled either directly or indirectly by the Company
December 31, 2020. Unit: shares; %
| Investee | Ownership by the Company | Ownership by the Company | Ownership by Directors, Managers and Directly/Indirectly Owned Subsidiaries |
Ownership by Directors, Managers and Directly/Indirectly Owned Subsidiaries |
Total Ownership | Total Ownership |
|---|---|---|---|---|---|---|
| Number of Shares | Ownership | Number of Shares |
Ownership | Number of Shares | Ownership | |
| Taipei Port Terminal Company Limited |
250,000,000 | 100.00 |
- |
- |
250,000,000 | 100.00 |
| Rei Shin Construction Co., Ltd. |
80,000,000 | 100.00 |
- |
- |
80,000,000 | 100.00 |
| Kuoyung Construction & Engineering Co., Ltd. |
30,000,000 | 100.00 |
- |
- |
30,000,000 | 100.00 |
| Goldsun Innovative Building Materials Co., Ltd. |
6,000,000 | 100.00 |
- |
- |
6,000,000 | 100.00 |
| Goyu Building Materials Co., Ltd. |
26,000,000 | 65.00 |
- |
- |
26,000,000 | 65.00 |
| Goldsun Nihon Cement Co., Ltd. |
11,460,000 | 58.77 |
- |
- |
11,460,000 | 58.77 |
| Wellpool Co., Ltd. | 18,280,389 | 50.70 |
828,066 | 2.30 |
19,108,455 | 53.00 |
| Huaya Development Co., Ltd. |
15,714,108 | 30.69 |
- |
- |
15,714,108 | 30.69 |
| Hsin-Rui-Shin Asset Development Company |
100,000,000 | 100.00 |
100,000,000 | 100.00 |
||
| Lake Vernicia Development Company |
100,000 | 100.00 |
100,000 | 100.00 |
||
| Goldsun Hong Kong Building Materials Co., Ltd. |
116,686,664 | 100.00 |
- |
- |
116,686,664 | 100.00 |
| (Samoa) Ease Great Investments Limited |
89,386,266 | 100.00 |
- |
- |
89,386,266 | 100.00 |
| (Hong Kong) Jin Shun Maritime Limited |
78,000,000 | 100.00 |
- |
- |
78,000,000 | 100.00 |
| (Hong Kong) Yuan Shun Maritime Limited |
118,170,000 | 100.00 |
- |
- |
118,170,000 | 100.00 |
| (Hong Kong) Jing Shun Maritime Limited |
10,000,001 | 100.00 |
- |
- |
10,000,001 | 100.00 |
| (Hong Kong) Feng Shun Maritime Limited |
6,250,001 | 100.00 |
- |
- |
6,250,001 | 100.00 |
- 55 -
| Gimpo Marine Co., Ltd. | 10,000,000 | 100.00 |
- |
- |
10,000,000 | 100.00 |
|---|---|---|---|---|---|---|
- 56 -
Four. Financing Activities
I. Capital and shares:
(I) Source of capital the past 10 years:
- History of capital formation:
| Year | Month | Issue Price (NT$) |
Authorized | Share Capital | Paid-in Capital | Paid-in Capital | Remarks | Remarks | |
|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Amount | Number of Shares |
Amount | Source of capital |
Capital Increase by Assets Other than Cash |
Other | |||
| 2006 | 7 | 10.00 | 1,304,000,000 | 13,040,000,000 | 1,277,216,240 |
12,772,162,400 | Issue (Surplus) | Note 1 |
|
| 2009 | 7 | 10.00 | 1,304,000,000 | 13,040,000,000 | 1,302,760,565 |
13,027,605,650 | Issue (Surplus) | Note 2 |
|
| 2010 | 1 | 11.00 | 2,000,000,000 | 20,000,000,000 | 1,474,760,565 |
14,747,605,650 | Issue (Cash) | None | Note 3 |
| 2010 | 7 | 10.00 | 2,000,000,000 | 20,000,000,000 | 1,504,255,777 |
15,042,557,770 | Issue (Surplus) | Note 4 |
|
| 2011 | 6 | 10.00 | 2,000,000,000 | 20,000,000,000 | 1,519,298,335 |
15,192,983,350 | Issue (Surplus) | Note 5 |
|
| 2015 | 10 | 10.00 | 2,000,000,000 | 20,000,000,000 | 1,494,717,335 |
14,947,173,350 | Capital reduction (Cancellation of treasurystock) |
Note 6 |
|
| 2016 | 01 | 10.00 | 2,000,000,000 | 20,000,000,000 | 1,468,000,335 |
14,680,003,350 | Capital reduction (Cancellation of treasurystock) |
Note 7 |
|
| 2016 | 07 | 10.00 | 2,000,000,000 | 20,000,000,000 | 1,438,000,335 |
14,380,003,350 | Capital reduction (Cancellation of treasurystock) |
Note 8 |
|
| 2016 | 09 | 10.00 | 2,000,000,000 | 20,000,000,000 | 1,428,000,335 |
14,280,003,350 | Capital reduction (Cancellation of treasurystock) |
Note 9 |
|
| 2017 | 09 | 10.00 | 2,000,000,000 | 20,000,000,000 | 1,385,000,335 |
13,850,003,350 | Capital reduction (Cancellation of treasurystock) |
Note 10 |
|
| 2020 | 05 | 10.00 | 2,000,000,000 | 20,000,000,000 | 1,378,809,335 |
13,788,093,350 | Capital reduction (Cancellation of treasurystock) |
Note 11 |
|
| 2020 | 07 | 10.00 | 2,000,000,000 | 20,000,000,000 | 1,180,000,000 |
11,800,000,000 | Capital reduction (Cash) |
Note 12 |
-
Note 1: Capitalization of profit to issue 60,819,821 new shares, declared effective by the Jin-Guan-Zheng-Yi-Zi No. 0970031453, dated June 24, 2008, issued by the Financial Supervisory Commission, Executive Yuan.
-
Note 2: Capitalization of profit to issue 25,544,325 new shares, declared effective by the Jin-Guan-Zheng-Fa-Zi No. 0980032557, dated June 30, 2009, issued by the Financial Supervisory Commission, Executive Yuan.
-
Note 3: Cash capital increase to issue 172,000,000 new shares, declared effective by the Jin-Guan-Zheng-Fa-Zi No. 0980058738, dated November 17, 2009, issued by the Financial Supervisory Commission, Executive Yuan.
-
Note 4: Capitalization of profit to issue 29,495,212 new shares, declared effective by the Jin-Guan-Zheng-Fa-Zi No. 0990034355, dated July 2, 2010, issued by the Financial Supervisory Commission, Executive Yuan.
-
Note 5: Capitalization of profit to issue 15,042,558 new shares, declared effective by the Jin-Guan-Zheng-Fa-Zi No. 1000028696, dated June 22, 2011, issued by the Financial Supervisory Commission, Executive Yuan.
-
Note 6: Cancellation of 24,581,000 shares for reduction of capital, approved by the Jin-Guan-Zheng-Jiao-Zi No. 1040044038, dated October 30, 2015, issued by the Financial Supervisory Commission.
-
Note 7: Cancellation of 26,717,000 shares for reduction of capital, approved by the Jin-Guan-Zheng-Jiao-Zi No. 1040053993, dated January 4, 2016, issued by the Financial Supervisory Commission.
-
57 -
-
Note 8: Cancellation of 30,000,000 shares for reduction of capital, approved by the Jin-Guan-Zheng-Jiao-Zi No. 1050015719, dated May 2, 2016, issued by the Financial Supervisory Commission.
-
Note 9: Cancellation of 10,000,000 shares for reduction of capital, approved by the Jin-Guan-Zheng-Jiao-Zi No. 1050028238, dated July 20, 2016, issued by the Financial Supervisory Commission.
-
Note 10: Cancellation of 43,000,000 shares for reduction of capital, approved by the Jin-Guan-Zheng-Jiao-Zi No. 1060026971, dated July 13, 2017, issued by the Financial Supervisory Commission.
-
Note 11: Cancellation of 6,191,000 shares of treasury stocks for capital reduction, approved by the Jin-Guan-Zheng-Jiao-Zi No. 1090341313, dated May 1, 2020, issued by the Financial Supervisory Commission.
-
Note 12: Capital reduction of 198,809,335 shares, approved by the Jin-Guan-Zheng-Jiao-Zi No. 1090350630, dated July 31, 2020, issued by the Financial Supervisory Commission.
-
58 -
2. Type of shares:
Unit: Share
| Unit: Shar | |||
|---|---|---|---|
| Authorized Share Capital | Remarks | ||
| Shares outstanding |
Un-issued Shares |
Total | |
| 1,180,000,000 | 820,000,000 | 2,000,000,000 | The Company's shares are all publicly traded. |
(II) Shareholder structure:
March 30, 2021 Unit: Share, People
| Composition of Shareholders Quantity |
Government Agencies |
FInancial Institutions |
Other Legal Persons |
Domestic Natural Persons |
Foreign Institutions and Natural Persons |
Total |
|---|---|---|---|---|---|---|
| Number of People | 8 | 3 | 273 | 77,011 | 228 | 77,523 |
| No. of Shares Held | 24,019 | 63,893,598 | 436,441,378 | 525,872,219 | 153,768,786 | 1,180,000,000 |
| Shareholding | 0.00% | 5.41% | 36.99% | 44.57% | 13.03% | 100.00% |
Note: IPO companies and emerging listed companies shall disclose the proportion of PRC investments. According o Article 3 of the Investment in Taiwan by Citizens of China, PRC investments refer to the investments made by the citizens, companies, groups, other organizations of China, or the companies they invest in a third region: None.
(III) Composition of Shareholders:
March 30, 2021 Face value: NT$10/share
| Shareholder Ownership | Number of Shareholders |
No. of Shares Held | Ownership |
|---|---|---|---|
| 1 To 999 |
45,504 |
10,120,909 |
0.86% |
| 1,000 To 5,000 |
21,039 |
48,265,959 |
4.09% |
| 5,001 To 10,000 |
4,960 |
37,457,683 |
3.17% |
| 10,001 To 15,000 |
1,645 |
20,334,858 |
1.72% |
| 15,001 To 20,000 |
1,083 |
19,431,318 |
1.65% |
| 20,001 To 30,000 |
1,039 | 26,058,529 | 2.21% |
| 30,001 To 50,000 |
839 | 33,308,363 | 2.82% |
| 50,001 To 100,000 |
661 |
47,457,503 |
4.02% |
| 100,001 To 200,000 |
359 |
48,716,909 |
4.13% |
| 200,001 To 400,000 |
171 | 47,961,636 |
4.06% |
- 59 -
| 400,001 To 600,000 |
67 |
32,940,023 |
2.79% |
|---|---|---|---|
| 600,001 To 800,000 |
26 |
18,023,492 |
1.53% |
| 800,001 To 1,000,000 |
22 | 19,543,073 |
1.66% |
| 1,000,001orabove | 108 | 770,379,745 | 65.29% |
| Total | 77,523 | 1,180,000,000 |
100.00% |
- 60 -
(IV) List of major shareholders:
| (IV) List of major shareholders: | ||
|---|---|---|
| March 30,2021 | ||
| Shares Name of Main Shareholders |
No. of Shares Held |
Ownership |
| Shin Lan Enterprise INC. | 79,420,341 | 6.73% |
| Taiwan Secom Co., Ltd. | 77,555,747 | 6.57% |
| Fubon Life Insurance Co., Ltd. | 49,768,598 | 4.22% |
| Titan Star International Co., Ltd. | 49,459,710 | 4.19% |
| Cheng Hsin Investment Co., Ltd. | 28,151,689 | 2.39% |
| Shin-Lan Investment Co., Ltd. | 26,071,411 | 2.21% |
| Chuang-Yen Wang | 19,447,545 | 1.65% |
| Yuan-Shin Investment Co., Ltd. | 17,253,250 | 1.46% |
| Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Funds |
16,310,415 | 1.38% |
| Concord International Securities Co., Ltd. | 15,944,378 | 1.35% |
- (V) Market price, net worth, earnings and dividends per share and the related information for the most recent two years:
Unit: NTD
| Item | Year | 2019 | 2020 | As of March 30, 2021 |
|
|---|---|---|---|---|---|
| Market Price Per Share (Note 1) |
Highest | 16.10 | 29.70 | 26.75 | |
| Lowest | 7.85 | 9.49 | 20.60 | ||
| Average | 9.80 | 18.03 | 24.51 | ||
| Net Worth Per Share | Before distribution | 14.72 | 17.12 | - | |
| After distribution | 14.42 | (Note 2) | - | ||
| Earnings per share | Weighted Average Shares (thousand shares) |
1,381,359 | 1,299,128 | - | |
| Earnings per share | 0.80 | 1.90 | - | ||
| Dividends Per Share (Note 2) |
Cash dividends | 0.30 | 1.50 | - | |
| Bonus Share | - | - | - | ||
| - | - | - | |||
| Dividends in Arrears | - | - | - | ||
| Analysis of Return on Investment |
Price/Earnings Ratio (Note 3) | 12.25 | 9.49 | - | |
| Price/Dividends Ratio (Note 4) | 32.67 | 12.02 | - | ||
| Cash Dividends Yield (Note 5) | 3.06% | 8.32% | - |
- If earnings or capital surplus are transferred to issue bonus shares as a capital increase, the information on the market value and cash dividends retrospectively adjusted according to the number of shares issued should be disclosed.
Note 1: List the highest and lowest market price per share of common stock in each fiscal year. Calculate each fiscal year's average market price based upon each fiscal year's actual trading prices and volume.
Note 2: The 2020 earnings distribution proposal was passed by the board, but has not yet been approved by the 2021
- 61 -
shareholders' meeting.
Note 3: Price-Earnings ratio = Average closing price per share / Earnings per share of the year. Note 4: Price-Dividends ratio = Average closing price per share / Cash dividends per share of the year. Note 5: Cash dividends yield = Cash dividend per share / Average closing price per share of the year.
-
62 -
-
(VI) Company's dividends policy and the implementation status: 1. Dividends policy:
In addition to first paying tax contributions and making up for previous annual losses, the profits from annual final accounts shall have 10% allocated for legal reserve and special reserve according to law. Exception can be made if the legal reserve has reached the Company's paid-in capital. The accumulated beginning undistributed profits and the undistributed profits of the current year are added as the profits available for distribution. The board prepares a proposal for dividend distribution and submits it to the shareholders' meeting for approval, and the dividends are distributed according to the shareholding proportion.
The Company is in a mature industry, and the dividend distribution policy takes into consideration the Company's profitability, capital needs for future operating plan, shareholders' interests, balanced dividends and long-term financial planning. Dividends can be distributed in the cash or stocks. The cash dividend shall not be less than 10% of the total shareholders' dividends, and the rest is distributed in stock dividends.
-
The proposed dividend distribution for the year: The board's resolution on March 15, 2021 proposed to distribute cash dividends of NT$1.5 per share.
-
Material change expected in the dividend policy: None.
-
(VII) The impact of bonus shares on the Company's operating performance and earnings per share: Not applicable.
(VIII) Remuneration for employees and directors:
-
The percentages or ranges with respect to employees' and directors' remuneration specified in the Articles of Incorporation:
-
If the Company is profitable in the fiscal year, 3% of the profit shall be allocated as bonuses for employees, and no more than 3% of the profit shall be allocated as remuneration for directors. However, if the Company still has accumulated losses, an amount shall be reserved in advance to make up for the losses.
-
The basis for estimating the amount of employee and director compensation, calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.
-
The estimates of remuneration to employees and directors are based on the Articles of Incorporation. If there is a discrepancy between the actual distributed amount and the estimated figure, it is considered a change in the accounting estimate and included in the profit or loss of 2021.
-
Distribution of compensation as approved by the board:
-
(1) If the amount of remuneration for employees and directors distributed in cash or stock is different from the estimates recognized in the fiscal year, please disclose the difference, reasons and treatment:
-
The board resolution on March 15, 2021 allocated NT$79,985 thousand, each as the remuneration for directors and supervisors and the bonuses for employees, which was not different from the estimates in the 2020 fiscal year.
-
(2) The amount of any employee remuneration distributed in stocks, and the size of that
-
63 -
amount as a percentage of the sum of the after-tax net income stated in the standalone financial reports or individual financial reports for the current period and total employee remuneration: Not applicable.
-
The actual distribution of employee and director remuneration for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee and director remuneration, additionally the discrepancy, cause, and how it is treated:
-
The board resolution on March 17, 2020 approved the allocation of NT$35,831 thousand, each as the remuneration for directors and the bonuses for employees, which was not different from the estimates in the 2019 fiscal year.
(IX) Stock buybacks of the Company:
| (IX)Stock buybacks of the Company: | |
|---|---|
| Estimated session of share repurchase | The 9th estimated session of share repurchase |
| Approved by board resolution | 2020/3/17 |
| Purpose of share repurchase | Protect the Company's credit and shareholders' equity |
| Type of share repurchase | Common Stock |
| Maximum amount of share repurchase | NT$3,927,508,000 |
| Estimated period of share repurchase | 2020/3/18~2020/4/27 |
| Estimated volume of share repurchase (percentage of the total number of issued shares) |
100,000,000 shares (7.22%) |
| Price range of share repurchase | NT$8-NT$13 |
| Method of share repurchase | To be purchased from the stock market. |
| Actual session of share repurchase | The 9th actual session of share repurchase |
| Period of share repurchase | 2020/3/19~2020/4/22 |
| Volume of share repurchase | 6,191,000 shares |
| Total amount of share repurchase | NT$ 61,841,220 |
| Average price per share of share repurchase | NT$ 9.99 |
- 64 -
| Percentage of volume repurchased over the estimated volume of share repurchase |
6.19% |
|---|---|
| Volume of shares with completed offset and transfer | 6,191,000 shares |
| Accumulated number of shares held by the Company | 0 shares |
| Percentage of accumulated number of shares held by the Company over the total number of issued shares |
0% |
- 65 -
II. Issuance of corporate bonds: None
-
III. Issuance of preferred stocks: None.
-
IV. Issuance of overseas depository receipts: None.
-
V. Status of employee stock option plan: None.
-
VI. Status of employee restricted stock: None.
VII. New share issuance in connection with mergers and acquisitions: None.
VIII. Financing plans and implementation: None.
- 66 -
Five. Overview of Operations
I. About Our Business:
- (I) Scope of business:
1. Core business:
Manufacturing, transportation and sales of ready-mix concrete, integration and development of assets, architectural planning and design, lease of shopping malls, cement mining and manufacturing, manufacturing and sales of specialized fireproof building materials.
2. 2020 percentage of operation:
| Year Main products |
2020 | 2020 | 2019 | 2019 |
|---|---|---|---|---|
| Operating revenue |
Percentage of operation(%) |
Operating revenue |
Percentage of operation(%) |
|
| Ready-mix concrete |
17,445,785 | 92.41 | 15,802,238 | 83.15 |
| Cement | 144,622 | 0.77 | 1,701,478 | 8.95 |
| Fireproof building materials |
823,858 | 4.36 | 939,992 | 4.95 |
| Income from port operation |
51,059 | 0.27 | 92,222 | 0.49 |
| Other | 412,476 | 2.19 | 469,139 | 2.46 |
| Total | 18,877,800 | 100.00 | 19,005,069 | 100.00 |
3. Main products and services:
Sales of ready-mix concrete, cement, fireproof building materials, assets management, construction project development and planning, and property operation and management.
4. New products and services under development:
-
(1)Mass production of high-end concrete products (high-performance concrete, self-compacting concrete, high-flow concrete, impermeable concrete, permeable concrete and mass concrete).
-
(2)Incorporate the role and application concepts of circular economy, and continue to promote follow-up research on minerals and chemical admixtures.
-
(3)Consolidate the Group's resources to establish a laboratory for certifying raw materials.
-
(4)In order to reduce the dependence on natural resources for materials and minimize the energy consumption and the manufacturing and use of polluting cement clinker, we actively research and develop industrial by-products, the re-use of alternative products and carbon storage technologies of our ready-mix concrete, hoping that we can fully showcase the positive performance of concrete materials and reduce the negative impact on the environment.
-
(5)Large-scale office building compound: Planning and design of corporate group head offices, and joint development of shopping malls and international hotels.
-
(6)Planning and construction of high-end resort hotels.
-
(7)Joint development of construction sites, assessment of urban revitalization and collaboration in brand agency.
-
67 -
(II) Industry overview:
1. Status and development of the industry:
The concrete industry processes cement products and is an industry to meet the domestic demand. In Taiwan, it is an upstream raw materials supply to the construction sector. The industry condition is greatly affected by the public works and construction industries.
However, the domestic ready-mix concrete industry is still operated by many self-funded SMEs in various scales and quality levels. Ready-mix concrete plants, whether legal, illegal or built at construction sites, are everywhere. The price-cutting by low-quality and low-price products is prevalent in the market. The Company has developed many value-added concrete products to improve the competitiveness and sustainability development.
With the continuing socioeconomic growth, the increasing consumer awareness and demand for environmental protection and construction safety, we will introduce high-quality and high-performance products. In the future, only the ready-mix concrete suppliers who value brand image, quality and technology will continue to grow in the increasingly competitive industry environment.
In 2020, the continuing US-China trade conflict and the novel coronavirus pandemic led to the repatriation of Taiwanese businesses, driving up the transaction volume of industrial land and commercial real estate, and prices of real estate also began to rebound. According to the latest information released by the Department of Statistics of the Ministry of the Interior, about 326,000 units of houses exchanged hand in 2020, a year-over-year growth of 8.8%, which was a new high in the past seven years. After bottoming out in 2016, the transaction volume has gone up for four consecutive years, reflecting the continued recovery of the “buy” sentiment in the housing market.
With the pandemic easing and the introduction of vaccines, the 2021 global economy is expected to rebound. Taiwan's great pandemic control measures have led to the continuing climb of economic growth. Although the government has proposed measures to counteract real estate speculation, the continuing repatriation of Taiwanese businesses will bring abundant capital and housing demand. As the mortgage interest rate remains low for personal use properties, the fundamentals of the real estate market are relatively robust.
2. Relations between upstream, midstream and downstream of the industry:
Supply chain structure showing the upstream, midstream and downstream of the
construction sector:
==> picture [472 x 210] intentionally omitted <==
----- Start of picture text -----
Cement
industry Public projects
Private construction Private housing
Chemical
admixture industry
Mineral powder admixture (furnace
slag, fly ash) Private civil engineering General small and
project contracting medium projects
Construction sand and
gravel industry
Government Public projects
construction agencies
Mixing water
Other building materials
industry operators - 68 -
Ready-mix concrete industry
----- End of picture text -----
3. Development trends and competition of products:
(1) Competitions:
Ready-mix concrete is considered part of the cement product industry. It is a typical traditional industry to meet domestic demand, and the products are used in a variety of industries, including cement (cement raw materials), earth and stone mining (granule), steel smelting (furnace slag), electric power (fly ash) and others (additives, mixing water). Each industry has its own infrastructure and characteristics, and industry operators form a complex network which involves close-knit operations and interactions.
After the great earthquake of September 21, the issues with poor quality of concrete continued to surface, and improvements for quality and control technologies have been continuously offered. In ready-mix concrete plants, concrete materials need to go through processes such as incoming delivery, sampling and analysis, mixture of different grades, ratio design, trial mixing in different ratios, slump test, sample production and sample curing, before the mixing, transportation, pumping, pouring, tamping and curing processes. The application of concrete requires processes in three different environments (ready-mix plants, transportation routes and construction sites) and at least three companies (ready-mix companies, pumping suppliers and constructors). Products are finished only if the acceptance of curing is completed, and cannot be finished separately during this period. Compared with the other general manufacturing industries, the concrete business is complex, and closely related to the manufacturing and environment. In order to achieve established objectives, structures, regions, environment and application all play an important role. It may be different from the high-tech industry which requires accurate and precise measurement, it is a high technology product made of continuous physical and chemical changes.
Some industry peers who seek quick return have mistakenly believed that the manufacturing and application of concrete are simple and require a low technological threshold. This is the key reason why many construction contractors and concrete suppliers have sprung up in recent years, creating such fierce competition in today's market. If the disorderly and vicious competition continues, it will bring more concerns to the quality of construction projects.
The ready-mix concrete industry is facing increasingly brutal market competition. Improving the core competitiveness of businesses and learning to co-exist with market demand and brutal competition are issues that all practitioners in the ready-mix concrete industry must seriously consider.
(2) Development trends:
Many domestic traditional industries are facing a transition process. Those bearing high costs may choose to manufacture in countries with low labor wages. However, ready-mix concrete businesses cannot adopt this approach due to the limitations in transportation and time. Besides, domestic traditional industries have not invested much in branding. According to statistics, the average annual gross profit margin of traditional industries in Taiwan is about 6% to 8%. In the future, the ready-mix concrete industry must spend more efforts in branding and services to change the image of the traditional industry, so that the market segmentation can be defined clearly, further improving sales and profitability.
- 69 -
(III) Overview of technology and R&D
| Overview of | technologyand R&D | ||
|---|---|---|---|
| Research areas |
2021(planning) | 2020 | 2019 |
| 1. Optimization and trial production of cooling system for manufacturing mass concrete 2. Research, development and production of high-strength mass concrete 3. R&D of alternatives and performance of lightweight partition materials and development of new lightweight partition system 4. Research, development and production of ultra-high strength concrete |
1. Development of materials design of mass concrete 2. Development of manufacturing cooling system for mass concrete 3. Development of light compartment building materials with recycled glass 4. Raw materials variation on the performance of concrete 5. Development of cement products building materials and application for labels |
1. The impact of ambient temperature on the setting time of high-flow concrete. 2. The impact of curing water temperature changes on the strength of high-flow concrete. 3. The impact of concrete mixing and feeding sequence on the construction properties using high-flow concrete. |
|
| R&D expenditure |
NT$10.50 million |
NT$9.01 million | NT$9.82 million |
(IV) Long-term and short-term business development planning
-
Short-term business development plan:
-
(1) Expand the regional market growth in Taiwan and increase sales.
-
(2) Create value-added concrete products for segmentation and market niche.
-
(3) Improve depth and breadth of business development and customer service to reduce complaints and increase service satisfaction.
-
(4) Stabilize investment in Suzhou, China, and expand production capacity in niche markets in a timely manner to improve overall financial performance.
-
(5) Revitalize assets: Renovation of shopping malls in Tainan for regional market development, and add lease area coverage to improve the operational performance.
-
(6) Branding of shopping mall operation: Create the South Urban Village brand and build consumer word of mouth.
2. Long-term business development plan:
-
(1) The Company will use its specialized technologies and accumulated operating experience to build plants to serve various market niches, expand business territory and improve operational performance.
-
(2)Actively engage in the integration of related industries, incorporate resources and capabilities of the corporate group to create more value.
-
(3)Improve brand image and product quality to increase more returning customers and market share.
-
(4)Assets revitalization: Actively invest in large-scale commercial building compounds,
-
70 -
international hotels and residential buildings.
(5)Hospitality management: Collaborate with international hotel brands to improve asset management.
II. Markets, production, and marketing
(I) Market analysis:
- Major markets of the Company's products
The Company mainly manufactures ready-mix concrete to supply the domestic architecture and construction industries and public works.
2. Market trends and market share:
Contemporary construction structures are leaning toward large-scale, high floors and large capacity developments. They also must withstand the test of harsh environmental conditions. The development of water conservation, electric power, airports and seaports also have high requirements for the quality of ready-mix concrete. Providing ready-mix concrete to meet the technical requirements of various construction structures at any time is a big challenge for suppliers' manufacturing technologies and innovation, and it determines how a supplier can take the lead in the market competition.
The Company takes pride in being a leading brand with quality in the concrete market. In the consumer market which is increasingly focusing on quality and technology, it is even more beneficial for the Company, so we are still confident about our growth in the future market and our market share.
According to the Department of Statistics of the Ministry of Economic Affairs, the total volume of ready-mix concrete sold in Taiwan in 2019 and 2020 were 41,573 and 43,344 (year-over-year growth of 4.3%) thousand cubic meters, respectively. For Goldsun, the total volume of ready-mix concrete sold in 2020 was 6.35 million, a year-over-year decrease of 3.3% compared with 6.56 million cubic meters of 2019. For 2021, it is expected that the major economies in the world will bottom out and rebound, and with the continuing recovery of the domestic housing market, the sales volume of ready-mix-concrete will remain stable.
3. Future market supply-demand and growth:
Looking head to the global economy in 2021, major international forecasting agencies believe that the economic growth will be significantly better than last year. The impact of pandemic on Taiwan has faded, the repatriation of Taiwanese businesses moving their production lines back is expected to drive business opportunities, further promoting the development of industries and employment. The housing policies suppress speculation and enable personal use properties to return to the mainstream. Urban revitalization, renovation of old buildings, introduction of public housing and other strategies for the infrastructure remain unchanged, which will contribute to the steady development of the housing market.
Besides, the central and local government agencies have continued to promote railway systems, which will drive the development and use of the surrounding land areas. The completion of public construction and traffic network projects will bring benefits to areas nearby. Especially that the continuing repatriation of Taiwanese businesses is making the government accelerate the expansion of industrial areas to meet the demand for land, and this measure will help build new industry clusters to lay the foundation for the future. Investments in industries and urban revitalization will further drive the development of commercial, industrial, hotel and residential buildings, creating new business opportunities in the real estate market.
-
71 -
-
Favorable and unfavorable factors affecting the future outlook:
-
(1) Favorable:
-
Good brand image and recognition of having good quality among industry peers. Has rich industry experience, an excellent management team, leading specialized technologies and research and development capabilities. Good understanding of the market. Accumulation of extensive client base and good customer relationships, which facilitate good business development.
-
In terms of the production process, research and development, we adhere to the principle of “Quality First,” and continue to innovate and comply with the ISO certifications. In recent years, we have actively participated in the Good Ready-Mix Concrete (GRMC) certification, so that the quality of our products can withstand tests, and the efforts provide a positive impact on our business development.
-
In terms of raw materials, we can fully grasp the sources of sand and gravel to ensure their quality and cost advantage Goldsun currently operates a sand and gravel wharf for its own businesses in Taipei Port, and has its own ships to transport sand and gravel from China, which allows the Company to control cost and quality of sand and gravel.
-
(2) Unfavorable:
-
The lack of government authority bodies in the industry allows illegal ready-mix concrete plants to participate in the competition with their low price offers, resulting in a chaotic market and driving out legal industry peers.
-
Taiwan is densely populated, and the overdevelopment has significantly reduced the available space. With the market demand being greatly reduced, many industry peers have substantially reduced prices for survival, which also damages the market competition.
-
The growing environmental awareness raised the restrictions on building factories. The stricter regulations on load limits, growing oil prices, rising prices and shortage of raw materials, and the price cuts of industry peers and 2nd-tier companies have greatly increased operating costs and risks.
(II) Main uses and production processes of major products:
1. Main uses:
The ready-mix concrete industry processes cement products. Ready-mix concrete consists of four to five types of raw materials, cement, water, fine aggregates, coarse aggregates and selected admixtures (may include blast furnace slag, fly ash, silica fume, chemical admixtures), and are mixed by adopting accurate and precise formula and fully automatic measurement, before being transported to construction job sites by concrete mixer trucks.
Ready-mix concrete is delivered in a large volume and can be used quickly, which saves manpower and time required. It can also eliminate the piles of gravel by the roadside to reduce pollution, meeting the requirements of environmental protection. It is one of the main building materials used in public works and private building construction. Besides, the excellent quality and high strength makes it a necessity in the construction of contemporary buildings, ensuring the safety of building structures.
In order to meet the needs of various construction projects today, we have developed our concrete from the general-purpose concrete of the past to the contemporary high-performance concrete which offers high-strength, high-flow, high durability and low shrinkage. At the same time, we provide custom-made specialized concrete to meet
- 72 -
customers' special needs and purposes for their construction projects.
- Manufacturing processes of ready-mix concrete (RMC):
==> picture [493 x 562] intentionally omitted <==
(III) Supply status of main raw materials:
1. Cement:
Mainly supplied by domestic cement manufacturers, and partially supplied by foreign cement manufacturers.
-
Construction sand and gravel:
-
73 -
In the northern region, sand and gravel materials are purchased from China by the Company's one-stop shop approach. In other regions, sand and gravel are from legally dredged streams at various grades. The main source of supply is Hualien Creek, Houlong Creek, Da-An Creek, Dajia River, Zhuoshui River and Laonong River.
-
(IV) The names of the top ten purchase (sales) parties and the amount and ratio of their purchase (sales) in the past two years:
-
Parties who buy more than 10% of goods sold in any one of the past two years: In either 2020 and 2019, there were no clients who account for more than 10% of the total sales amount:
-
Parties who account for more than 10% of purchase in any one of the past two years: In either 2020 and 2019, there were no clients who account for more than 10% of the total purchase amount:
(V) Production volume the most recent two years:
Unit: NT$1,000
| Year Product Name |
2020 |
2020 |
2020 |
2019 | 2019 | 2019 |
|---|---|---|---|---|---|---|
| Production capacity |
Volume | Value | Production capacity |
Volume | Value | |
| Ready-mix concrete (M3) -- Taiwan |
9,000,000 |
6,172,539 |
11,810,905 | 9,000,000 |
6,399,580 |
11,534,929 |
| Ready-mix concrete (M3) -- Suzhou |
2,000,000 |
1,557,771 |
2,894,136 |
2,000,000 |
1,461,541 |
2,917,014 |
| Calcium silicate board and others (PU) |
5,152,000 |
3,763,007 |
552,702 |
5,152,000 |
4,164,077 |
637,363 |
| Clinker, cement (metric ton) -- Fujian |
- |
- |
- |
2,100,000 |
1,348,702 |
1,857,292 |
| Total | 15,257,743 | - |
- | 16,946,598 |
(VI) Sales volume the most recent two years
Unit: NT$1,000
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | |||||
|---|---|---|---|---|---|---|---|---|
| Year Product Name |
2020 | 2019 | ||||||
| Domestic | Overseas | Domestic | Overseas | |||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | |
| Ready-mix concrete (M3) -- Taiwan |
6,347,933 |
14,277,763 | - |
- | 6,564,515 | 12,522,321 | - |
- |
| Ready-mix concrete (M3) -- Suzhou |
1,558,871 |
3,168,022 | - |
- | 1,461,498 | 3,279,917 | - |
- |
| Clinker, cement -- Fujian | - | - |
- |
- | 1,338,060 | 1,545,886 | - |
- |
- 74 -
| Calcium silicate board (including rockwool and glass wool) |
3,810,089 |
823,121 |
- |
- | 4,169,897 | 939,992 |
- |
- |
|---|---|---|---|---|---|---|---|---|
| Portland Type 1 cement | 59,448 | 144,622 |
- |
- | 62,907 | 155,592 |
- |
- |
| Income from port operation |
51,059 | - |
- | 92,222 | - |
- | ||
Other |
413,213 | - |
- | 469,139 | - |
- | ||
| Total | 18,877,800 | - |
- | 19,005,069 | - |
- |
- 75 -
III. Information about employees:
Information on employees for the most recent two years and up to the publication date of the annual report:
Goldsun Building Materials Co., Ltd.
| Year | Year | 2019 | 2020 | As of March 30, 2021 |
|---|---|---|---|---|
| Number of Employees |
Employees | 542 | 555 | 562 |
| Technicians | 2 | 2 | 2 | |
| Regular workers |
1 | 0 | 0 | |
| Drivers | 39 | 38 | 38 | |
| Total | 584 | 595 | 602 | |
| Average Age | 43.77 | 43.80 | 43.73 | |
| Average ServiceTenure | 11.14 | 11.18 | 11.17 | |
| Distribution of Educational Background |
Doctoral degree |
0.34% | 0.34% | 0.34% |
| Master’s degree |
3.77% | 3.70% | 3.99% | |
| College | 45.72% | 46.55% | 46.35% | |
| Senior high School |
42.64% | 42.02% | 42.18% | |
| Below senior high school |
7.53% | 7.39% | 7.14% |
Taipei Port Terminal Company Limited
| Year | Year | 2019 | 2020 | As of March 30, 2021 |
|---|---|---|---|---|
| Number of Employees |
Employees | 8 | 6 | 6 |
| Technicians | 19 | 20 | 20 | |
| Regular workers |
4 | 4 | 4 | |
| Drivers | - | - | - | |
| Total | 31 | 30 | 30 | |
| Average Age | 38.5 | 40.5 | 40.7 | |
| Average Service Tenure | 3.2 | 4.0 | 4.2 | |
| Distribution of Educational Background |
Doctoral degree |
|||
| Master’s degree |
||||
| College | 29.0% | 26.7% | 26.7% | |
| Senior high School |
67.8% | 70.0% | 70.0% | |
| Below senior high school |
3.2% | 3.3% | 3.3% |
- 76 -
Kuoyung Construction & Engineering Co., Ltd.
| Year | Year | 2019 | 2020 | As of March 30, 2021 |
|---|---|---|---|---|
| Number of Employees |
Employees | 3 | 3 | 3 |
| Technicians | - | - | - | |
| Regular workers |
- | - | - | |
| Drivers | - | - | - | |
| Total | 3 | 3 | 3 | |
| Average Age | 49.6 | 50.6 | 50.9 | |
| Average Service Tenure | 6.8 | 7.8 | 8 | |
| Distribution of Educational Background |
Doctoral degree |
|||
| Master’s degree |
||||
| College | 100.0% | 100.0% | 100.0% | |
| Senior high School |
||||
| Below senior high school |
Goldsun Nihon Cement Co., Ltd.
| Year | Year | 2019 | 2020 | As of March 30, 2021 |
|---|---|---|---|---|
| Number of Employees |
Employees | 8 | 8 | 8 |
| Technicians | - | - | - | |
| Regular workers |
- | 2 | 2 | |
| Drivers | - | - | - | |
| Total | 8 | 10 | 10 | |
| Average Age | 48 | 46.5 | 46.7 | |
| Average Service Tenure | 8.6 | 7.7 | 8.0 | |
| Distribution of Educational Background |
Doctoral degree |
|||
| Master’s degree |
||||
| College | 87.5% | 70.0% | 70.0% | |
| Senior high School |
12.5% | 30.0% | 30.0% | |
| Below senior high school |
Wellpool Co., Ltd.
- 77 -
| Year | Year | 2019 | 2020 | As of March 30, 2021 |
|---|---|---|---|---|
| Number of Employees |
Director labor | 124 | 116 | 117 |
| Indirect labor | 4 | 4 | 4 | |
| Management / Administrative / R&D personnel |
31 | 31 | 31 | |
| Total | 159 | 151 | 152 | |
| Average Age | 42.1 | 43.1 | 43.8 | |
| Average Service Tenure | 7.8 | 9.3 | 9.56 | |
| Distribution of Educational Background |
Doctoral degree |
0.63% | 0.66% | 0.66% |
| Master’s degree |
1.26% | 1.32% | 1.32% | |
| College | 24.53% | 21.19% | 21.71% | |
| Senior high School |
52.83% | 52.99% | 53.28% | |
| Below senior high school |
20.75% | 23.84% | 23.03% |
Goyu Building Materials Co., Ltd.
| Year | Year | 2019 | 2020 | As of March 30, 2021 |
|---|---|---|---|---|
| Number of Employees |
Employees | 3 | 4 | 4 |
| Technicians | 4 | 6 | 11 | |
| Regular workers |
- | - | - | |
| Drivers | - | - | - | |
| Total | 7 | 10 | 15 | |
| Average Age | 43.6 | 43.5 | 45.5 | |
| Average Service Tenure | 1.2 | 1.4 | 1.1 | |
| Distribution of Educational Background |
Doctoral degree |
- | - | - |
| Master’s degree |
14.3% | - | - | |
| College | 85.7% | 100.0% | 80.0% | |
| Senior high School |
- | - | 20.0% | |
| Below senior high school |
- | - | - |
Goldsun Building Materials Co., Ltd. -- Suzhou Business Unit
- 78 -
| Year | Year | 2019 | 2020 | As of March 30, 2021 |
|---|---|---|---|---|
| Number of Employees |
Employees | 45 | 44 | 45 |
| Technicians | 62 | 62 | 62 | |
| Regular workers |
||||
| Drivers | 2 | 2 | 2 | |
| Total | 109 | 108 | 109 | |
| Average Age | 41.93 | 41.55 | 41.16 | |
| Average Service Tenure | 10.77 | 10.70 | 10.72 | |
| Distribution of Educational Background |
Doctoral degree |
- | - | - |
| Master’s degree |
0.90% | 2.20% | 2.20% | |
| College | 33.90% | 36.50% | 42.07% | |
| Senior high School |
23.00% | 28.30% | 25.10% | |
| Below senior high school |
42.20% | 33.00% | 30.63% |
Guo-Cheng Construction
| Year | Year | 2019 | 2020 | As of March 30, 2021 |
|---|---|---|---|---|
| Number of Employees |
Employees | - | - | 4 |
| Technicians | - | - | - | |
| Regular workers |
- | - | - | |
| Drivers | - | - | - | |
| Total | - | - | 4 | |
| Average Age | - | 28.9 | ||
| Average Service Tenure | - | 0.1 | ||
| Distribution of Educational Background |
Doctoral degree |
- | - | - |
| Master’s degree |
- | - | - | |
| College | - | - | 75.00% | |
| Senior high School |
- | - | 25.00% | |
| Below senior high school |
- | - | - |
Note: The Company was established on January 29, 2021
IV. Environmental protection expenditure:
-
79 -
-
(I) Total amount of loss (including compensation and violation of environmental regulations discovered by environmental audit, which shall specify the date and document number of penalty, provisions of violation, content of violation and content of penalty) due to pollution as of the most recent year and the date of publication of the annual report. It also discloses the current and future potential estimates and countermeasures. If it cannot be reasonably estimated, please explain the fact:
| Year of Penalty Summary |
2020 |
As of March 30, 2021 |
|---|---|---|
| Pollution status (type, severity) |
None (all have complied with requirements) |
None (all have complied with requirements) |
| Compensated parties or the government agencies handing out thefines |
None | None |
| Compensation amount or the status ofpunishment |
None | None |
| Other losses | None | None |
- (II) Future countermeasures (including improvement) and their potential expenditures (including estimates for potential loss, disposal and compensation if not taking the countermeasures):
| ountermeasures): | |
|---|---|
| 1. Proposed improvement measures to be adopted (1) Improvement plan: (2) Expected environmental capital expenditure in the next three years: .Proposed purchase of pollution prevention equipment or content of expenditure .Expected improvement .Amount (3) Impact after improvement: .Impact on net income .Impact on competition position 2. Countermeasures not adopted: (1) Reasons for not adopting countermeasures: (2) Pollution status: (3) Possible loss and compensation amount: |
2021 |
| None None None None None None Not applicable Not applicable Not applicable |
-
80 -
-
(III) In order to implement consistent environmental protection policies, we allocate budgets for establishment of plants to achieve total recycling with pollution prevention and control equipment. In recent years, we have successively updated or added the pollution prevention and control equipment currently in the plants to comply with new regulatory requirements. For example: Grit basin, water meter, tire washing pool, closed aggregate bins and others.
-
The Company's environmental protection policies and implementation philosophy:
-
(1) The operations of factories must comply with the current environmental protection regulations, adhere to building good community relations and improve environmental quality to become a role model for the industry.
-
(2) All affiliated factories fully adopt industrial waste reduction and resource recovery measures to reduce operating costs and reinforce competitiveness.
-
(3) Parallel implementation of environmental protection and occupational safety and health measures at factories to strive for objectives of “Zero pollution to the environment” and “Zero disaster at factories.”
-
-
Equipment improvement, manufacturing program change, recycling and reuse:
-
(1) Automatic recovery and recycling of waste (soil) water and wastes (sand, stones, mud) from equipment and converting them into resources. Waste water and wastes from car wash and over-time ready-mix concrete are treated to separate a variety of raw materials which are concentrated to complete the recovery and reuse processes to achieve the conversion.
-
(2) Raw materials (cement) are transported by high-efficiency pulsating dust collection equipment, so that the air pollution can meet the environmental protection standards. The recovery and reuse at the site are to ensure product quality.
-
(3) Raw materials (coarse and fine aggregates) are transported and stored in closed equipment, which integrate manufacturing and environmental protection in efforts to achieve zero pollution.
-
-
Management practices and performance:
- (1) Factory management and inventory system
Closed equipment is used for raw materials delivery to plants, transportation, storage, metering, mixing and logistics. Equipment pollution caused during transportation, mixing and logistics by vehicles are washed manually or by machine. Waste (polluted) is then recovered, and wastes (sand, stone and mud) are converted into resources.
- (2) Operations management system
The factory administrative management team establishes maintenance checkpoints for each plant and introduces a proposal system to improve the manufacturing process and equipment.
-
Training and promotion:
-
(1) Employee training
Participate in seminars on waste water treatment for technicians and industrial safety and health organized by the Environmental Protection Administration. Regularly hold education and training sessions on labor safety and health.
- 81 -
(2) Collaborate with government agencies to organize case studies (seminars or factory tours).
5. Others:
- (1) Industrial safety and health:
Manufacturing, installation and maintenance of equipment have been designed to ensure safety and instruct employees of industrial safety and health knowledge.
(2) Environmental health:
Transport, storage, metering and mixing of various raw materials and the cleaning of roads within plants have been fully considered. A variety of software and hardware have been purchased and developed to meet the environmental health requirements and make the environment green, so that employees can enjoy a more comfortable work environment.
-
(3) Protection measures for work environment and employees' personal safety:
-
Established the “Occupational Safety and Health Management Plan” and submitted it to the authority for recordkeeping (Taipei City Lao-Jian-Yi-Zi No. 09230172500).
-
Established “Occupational Safety and Health Committee” which holds meetings regularly to protect the safety of employees for both the employer and employees.
-
The environmental and fire protection inspection is conducted by external specialized vendors contracted by the Company. Local fire bureau office then conducts a secondary examination of the violations.
-
Access control management: Access control is set up at offices' main gates. 24-hour surveillance systems are set up at public areas, corridors, elevators, driveways and emergency exits. Mobile communication is reinforced in underground parking lots and elevators to facilitate safety. Plants are equipped with 24-hour surveillance systems.
-
First aid equipment: Each floor of offices is equipped with AED and emergency bells.
-
Education on advocacy on safety: Labor safety personnel are gathered to undergo education and training. Plants also provide practical training on labor safety for workers based on their functions between February and March every year.
V. Labor relations
-
(I) Employee benefit plans, continuing education, training, retirement systems and the status of their implementation, as well as the status of labor-management agreements and measures for preserving employees' rights and interests.
-
Main employee benefit measures:
(1) Insurance:
All employees of the Company participate in labor insurance and national health insurance policies. New hires participate in the employee group insurance policy.
- (2) Employee health examination:
The Company conducts physical examinations when hiring. Employees are given regular health examinations in accordance with the requirements of the labor safety and health regulations.
-
82 -
-
(3) Welfare activities:
The Employee Welfare Committee regularly organizes domestic or overseas tours every year and a variety of team-building activities from time to time to encourage interaction of employees and their cohesion with the organization and work morale.
- (4) Training and continuing education:
We organize training for new hires, managers at all levels and a variety of functional and professional skills, and encourage employees to participate in the continuing education programs at domestic universities or colleges to improve their work knowledge or skills or correct attitudes and behaviors to meet the needs of organization, increase the Company's overall performance and maximize the value of human resources.
- (5) Retirement system and implementation progress:
The Company has established comprehensive retirement measures and a Labor Retirement Fund Supervisory Committee in accordance with the regulations to supervise the withdrawal and use of retirement funds. In addition, the Labor Pension Act came into effect on July 1, 2005. The Company allocates no less than 6% of employees' monthly salary to their pension plans.
- Agreement between the employers and employees:
The Company values the rights and interests of employees and respects the opinions of the trade union. The employer and employees regularly or from time to time communicate to reach consummate agreements on disputes. There are no losses due to labor disputes, and the employer-employee relationship is coordinated and harmonious.
- (II) Losses due to labor disputes, and the potential current and future amount, and response measures as of the most recent year and the date of publication of the annual report: None.
(III) Whether there are disputes, or employer-employee relationships which need to be coordinated: None.
- 83 -
VI. Important Contracts: None.
Six. Overview of Financial Status
-
I. Condensed balance sheet and income statement and accountants' auditing recommendations for the past five years
-
(I) Goldsun Group:
1. Condensed Consolidated Balance Sheet
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | ||
|---|---|---|---|---|---|---|
| Year Item |
Financial information for thepast five fiscalyears | |||||
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Current assets | 14,343,429 | 11,334,642 |
12,529,732 |
14,905,806 |
12,533,765 |
|
| Property, plant and equipment |
22,194,139 | 9,227,807 |
8,154,592 |
8,919,507 |
9,074,291 |
|
| Intangible assets | 3,803,035 | 4,013,353 |
4,078,614 |
3,717,413 |
3,875,104 |
|
| Otherassets | 12,803,365 | 10,130,500 | 10,946,142 | 9,502,267 |
9,245,750 | |
| Total assets | 53,143,968 | 34,706,302 |
35,709,080 |
37,044,993 |
34,728,910 |
|
| Current liabilities |
Before distribution |
27,864,755 | 9,606,201 |
11,021,908 |
9,955,912 |
6,210,029 |
| After distribution |
27,864,755 | 10,298,701 |
11,368,158 |
10,369,555 |
Note 1 |
|
| Non-current liabilities | 6,387,365 | 3,980,096 |
4,106,880 |
5,613,214 |
7,188,505 |
|
| Total Liabilities |
Before distribution |
34,252,120 | 13,586,297 |
15,128,788 |
15,569,126 |
13,398,534 |
| After distribution |
34,252,120 | 14,278,797 |
15,475,038 |
15,982,769 |
Note 1 |
|
| Equity attributable to shareholders of the parent company |
17,538,732 | 19,682,502 |
19,482,295 |
20,384,349 |
20,199,329 |
|
| Capital | 14,280,003 | 13,850,003 | 13,850,003 | 13,850,003 | 11,800,000 | |
| Capital surplus | 1,152,561 | 1,163,101 |
1,177,912 |
1,177,219 |
1,178,554 |
|
| Retained earnings |
Before distribution |
2,011,833 | 4,790,063 |
4,603,083 |
5,352,154 |
7,323,281 |
| After distribution |
2,011,833 | 4,097,563 |
4,256,833 |
4,938,511 |
Note 1 |
|
| Other equityinterests | 104,374 | (110,626) |
(138,664) | 15,012 | (97,717) |
|
| Treasury stock | (10,039) | (10,039) | (10,039) | (10,039) | (4,789) | |
| Non-controlling interests |
1,353,116 | 1,437,503 |
1,097,997 |
1,091,518 |
1,131,047 |
|
| Total equity |
Before distribution |
18,891,848 | 21,120,005 |
20,580,292 |
21,475,867 |
21,330,376 |
| After distribution |
18,891,848 | 20,427,505 |
20,234,042 |
21,062,224 |
Note 1 |
Note 1: As of the date of publication of the annual report, the shareholders meeting has not yet been
held.
84
2. Condensed Consolidated Comprehensive Income Statement
Unit: NT$1,000
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | |
|---|---|---|---|---|---|
| Year Item |
Financial information for the past five fiscal years | ||||
| 2016 | 2017 | 2018 | 2019 | 2020 | |
| Operating revenue | 25,999,313 | 16,413,796 | 18,644,806 | 19,005,069 |
18,877,800 |
| Gross profit | (1,877,208) | 1,053,047 |
1,407,877 |
1,290,471 |
3,133,447 |
| Operating profit | (4,694,925) | 3,063 |
449,982 |
364,231 |
2,323,557 |
| Non-operating income and expenses |
(4,136,040) |
2,936,415 |
89,656 |
906,593 |
382,237 |
| Pre-tax net profit | (8,830,965) | 2,939,478 |
539,638 |
1,270,824 |
2,705,794 |
| Net income for the year |
(9,412,074) |
2,868,733 |
591,187 |
1,185,961 |
2,550,807 |
| Other comprehensive income or loss of the period (net after taxes) |
(263,362) |
(247,068) |
(29,426) |
161,018 |
(199,406) |
| Total comprehensive income for the year |
(9,675,436) | 2,621,665 |
561,761 |
1,346,979 |
2,351,401 |
| Net income attributable to shareholders of the parent company |
(4,689,933) |
2,810,899 |
514,839 |
1,101,659 |
2,472,927 |
| Net income attributable to non-controlling interests |
(4,722,141) |
57,834 |
76,348 |
84,302 |
77,880 |
| Total comprehensive income attributable to shareholders of the parent company |
(5,001,078) |
2,563,230 |
485,808 |
1,262,246 |
2,273,233 |
| Total comprehensive income attributable to non-controlling interests |
(4,674,358) |
58,435 |
75,953 |
84,733 |
78,168 |
| Earnings per share | (3.27) | 2.01 |
0.37 |
0.80 |
1.90 |
85
(II) Goldsun Company:
1. Condensed balance sheet
Unit: NT$1,000
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | ||
|---|---|---|---|---|---|---|
| Year Item |
Financial information for the past five fiscal years | |||||
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Current assets | 6,973,508 | 6,237,348 |
6,658,197 |
8,050,850 |
7,607,938 |
|
| Property, plant and equipment |
4,763,002 |
4,284,550 |
4,219,115 |
4,191,993 |
4,402,375 |
|
| Intangible assets | 11,435 | 11,954 |
14,293 |
15,374 |
14,072 |
|
| Other assets | 17,747,537 | 19,018,018 |
19,800,639 |
20,033,309 |
17,421,215 |
|
| Total assets | 29,495,482 | 29,551,870 |
30,692,244 |
32,291,526 |
29,445,600 |
|
| Current liabilities |
Before distributio |
8,381,481 | 8,575,863 |
9,440,848 |
8,872,485 |
4,662,548 |
| After distributio |
8,381,481 | 9,268,363 |
9,787,098 |
9,286,128 |
Note 1 |
|
| Non-current liabilities | 3,575,269 | 1,293,505 |
1,769,101 |
3,034,692 |
4,583,723 |
|
| Total Liabilities |
Before distributio |
11,956,750 | 9,869,368 |
11,209,949 |
11,907,177 |
9,246,271 |
| After distributio |
11,956,750 | 10,561,868 |
11,556,199 |
12,320,820 |
Note 1 |
|
| Capital | 14,280,003 | 13,850,003 |
13,850,003 |
13,850,003 |
11,800,000 |
|
| Capital surplus | 1,152,561 | 1,163,101 |
1,177,912 |
1,177,219 |
1,178,554 |
|
| Retained earnings |
Before distributio |
2,011,833 | 4,790,063 |
4,603,083 |
5,352,154 |
7,323,281 |
| After distributio |
2,011,833 | 4,097,563 |
4,256,833 |
4,938,511 |
Note 1 |
|
| Other equity interests | 104,374 | (110,626) |
(138,664) |
15,012 |
(97,717) |
|
| Treasury stock | (10,039) | (10,039) |
(10,039) |
(10,039) |
(4,789) |
|
| Total equity |
Before distributio |
17,538,732 | 19,682,502 |
19,482,295 |
20,384,349 |
20,199,329 |
| After distributio |
17,538,732 | 18,990,002 |
19,136,045 |
19,970,706 |
Note 1 |
Note 1: As of the date of publication of the annual report, the shareholders meeting has not yet
been held.
86
2. Condensed Comprehensive Income Statement
Unit: NT$1,000
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | |
|---|---|---|---|---|---|
| Year Item |
Financial information for thepast five fiscalyears | ||||
| 2016 | 2017 | 2018 | 2019 | 2020 | |
| Operatingrevenue | 11,142,916 | 10,765,477 | 11,402,464 | 12,728,434 |
14,494,761 |
| Grossprofit | 976,388 | 671,045 |
437,310 |
1,020,719 |
2,515,684 |
| Operating profit | 389,140 | 55,126 |
(114,252) |
449,281 | 2,002,867 |
| Non-operating income and expenses |
(5,095,141) |
2,751,886 |
619,069 |
673,433 |
503,336 |
| Pre-tax netprofit | (4,706,001) | 2,807,012 | 504,817 |
1,122,714 |
2,506,203 |
| Net income for the year |
(4,689,933) |
2,810,899 |
514,839 |
1,101,659 |
2,472,927 |
| Other comprehensive income or loss of the period (net after taxes) |
(311,145) |
(247,669) |
(29,031) |
160,587 |
(199,694) |
| Total comprehensive income for theyear |
(5,001,078) | 2,563,230 |
485,808 |
1,262,246 |
2,273,233 |
| Earningsper share | (3.27) | 2.01 | 0.37 |
0.80 |
1.90 |
(II) Names and opinions of auditors for the past five years:
| Item Year |
Name of accounting firm |
CPAs | Opinions |
|---|---|---|---|
| 2020 | Ernst & YoungTaiwan | Chien-Ru Yu, Hsin-Min Hsu | An unqualified opinion |
| 2019 | Ernst & YoungTaiwan | Chien-Ru Yu, Hsin-Min Hsu | An unqualified opinion |
| 2018 | Ernst & YoungTaiwan | Chien-Ru Yu, Hsin-Min Hsu | An unqualified opinion |
| 2017 | Ernst & YoungTaiwan | Chien-Ru Yu, Hsin-Min Hsu | An unqualified opinion |
| 2016 | Ernst & Young Taiwan | Chien-Ru Yu, Hsin-Min Hsu | An unqualified opinion |
87
II. Financial analysis for the past five years
(I) Financial analysis for the past five years and the analysis of changes in various financial ratios in the past two years
- Goldsun Group
| ratios in the past two years 1. Goldsun Group |
ratios in the past two years 1. Goldsun Group |
|||||
|---|---|---|---|---|---|---|
| Year Items to be analyzed |
Financial analyses for the past five fiscal years |
|||||
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Capital structure (%) |
Debt to asset ratio | 64.45 | 39.15 |
42.37 |
42.03 |
38.58 |
| Long-term fund to property, plant and equipmentratio |
113.90 | 272.01 |
302.74 |
384.72 |
314.28 |
|
| Solvency % |
Current ratio | 51.48 | 117.99 |
113.68 |
149.72 |
201.83 |
| Quick ratio | 44.20 | 101.26 | 97.19 | 137.36 | 181.62 | |
| Timesinterest earned | (1,424.54) | 2,269.79 | 465.93 | 1,092.95 | 2,834.40 | |
| Operatin g performa nce |
Receivables turnover ratio (times) |
3.78 | 2.58 |
2.78 |
2.51 |
2.47 |
| Days sales outstanding | 96.56 | 141.47 |
131.30 |
145.41 |
147.77 |
|
| Average inventory turnover(times) |
22.23 | 18.96 |
24.05 |
26.63 |
23.98 |
|
| Accounts payable turnover ratio (times) |
8.28 | 4.90 |
6.10 |
6.31 |
5.68 |
|
| Average inventory turnoverdays |
16.42 | 19.25 |
15.18 |
13.71 |
15.22 |
|
| Property, plant and equipment turnover (times) |
1.03 | 1.05 |
2.15 |
2.50 |
2.09 |
|
| Total assets turnover (times) |
0.45 | 0.37 |
0.53 |
0.52 |
0.52 |
|
| Profitabil ity |
Return on total assets (%) |
(15.40) | 6.79 |
2.03 |
3.54 |
7.32 |
| Return on equity (%) | (39.98) | 14.34 | 2.84 |
5.64 |
11.92 |
|
| Pre-tax income to paid-in capital(%) |
(61.84) | 21.22 |
3.90 |
9.18 |
22.93 |
|
| Netmargin(%) | (36.20) | 17.48 | 3.17 | 6.24 | 13.51 |
|
| Earnings pershare (NT$) | (3.27) | 2.01 | 0.37 |
0.80 | 1.90 | |
| Cash flow |
Cash flow ratio(%) | (16.60) | 9.10 | 0.24 |
7.83 |
45.70 |
| Cash flow adequacy ratio (%) |
13.37 | 10.30 |
(0.64) |
(9.10) |
(2.19) |
|
| Cash flow reinvestment ratio(%) |
(19.70) | 4.31 |
(3.95) |
2.27 |
10.97 |
|
| Leverage | Operatingleverage | (0.28) | 666.85 | 5.21 |
11.43 |
2.50 |
| Financial leverage | 0.89 | -0.02 |
1.49 |
1.54 |
1.04 |
88
Analysis of deviation of the past two years over 20%:
-
Current and quick ratios increased by 35% and 32%, respectively: Mainly due to a decrease of NT$4.626 billion in short-term loans and short-term notes and bills payable.
-
Times interest earned increased by 159%: Mainly due to an increase of 113% in pre-tax profits this year.
-
Return on assets and return on shareholders’ equity up by 107% and 111%, respectively: Mainly due to an increase of 115% in net profit before tax this year.
-
Pre-tax income to paid-in capital up by 150%: Same as 2.
-
Net margin and earnings per share increased by 117% and 138%, respectively: Same as 3.
-
Cash flow ratio up by 484%: Mainly due to the increase of 264% in net cash flow from operating activities this year.
-
Cash flow adequacy ratio and cash reinvestment ratio up by 76% and 430%, respectively: Same as reason 6.
-
Operating leverage down by 78%: Mainly due to the increase of 538% in operating income this year over last year.
-
Financial leverage down by 32%: Same as 8.
89
- Goldsun Company
| 2. Goldsun Company | 2. Goldsun Company | |||||
|---|---|---|---|---|---|---|
| Year Items to be analyzed |
Financial analyses for the past five fiscal years |
|||||
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Capital structure (%) |
Debt to asset ratio | 40.54 | 33.40 | 36.52 |
36.87 |
31.40 |
| Long-term fund to property, plant and equipmentratio |
443.29 | 489.57 | 503.69 | 558.66 |
562.95 |
|
| Solvency % | Current ratio | 83.20 | 72.73 | 70.53 |
90.74 |
163.17 |
| Quick ratio | 74.54 | 63.37 | 62.22 | 81.18 |
142.90 | |
| Timesinterest earned | (4,391.57) | 2,888.52 | 614.09 | 1,182.39 | 3,578.18 | |
| Operating performance |
Receivables turnover ratio (times) |
2.75 | 2.68 | 2.70 |
2.65 |
2.77 |
| Days sales outstanding | 132.73 | 136.19 | 135.19 | 137.74 |
131.77 |
|
| Average inventory turnover(times) |
27.51 | 27.06 | 28.59 |
29.27 |
23.33 |
|
| Accounts payable turnover ratio (times) |
6.98 | 7.03 | 6.89 |
7.43 |
8.29 |
|
| Average inventory turnoverdays |
13.27 | 13.49 | 12.77 |
12.47 |
15.65 |
|
| Property, plant and equipment turnover (times) |
2.39 | 2.38 | 2.68 |
3.03 |
3.37 |
|
| Total assets turnover (times) |
0.35 | 0.36 | 0.38 |
0.40 |
0.47 |
|
| Profitability | Return on total assets (%) |
(14.62) | 9.80 | 1.98 |
3.77 |
8.20 |
| Return on equity (%) | (23.11) | 15.10 | 2.63 |
5.53 |
12.19 |
|
| Pre-tax income to paid-in capital(%) |
(32.96) | 20.27 | 3.64 |
8.11 |
21.24 |
|
| Net margin (%) | (42.09) | 26.11 | 4.52 |
8.66 |
17.06 |
|
| Earnings per share (NT$) |
(3.27) | 2.01 | 0.37 |
0.80 |
1.90 |
|
| Cash flow | Cash flowratio (%) | 3.62 | 2.77 | (0.23) | (6.94) | 44.43 |
| Cash flow adequacy ratio (%) |
(3.44) | 5.00 | 12.91 |
15.96 |
63.73 |
|
| Cash flow reinvestment ratio (%) |
0.78 | 1.17 | (3.47) | (4.29) |
7.05 |
|
| Leverage | Operating leverage | 3.53 | 20.39 | (7.83) | 3.60 |
1.67 |
| Financial leverage | 1.37 | (1.21) | 0.54 | 1.30 |
1.04 |
90
Analysis of deviation of the past two years over 20%:
-
Current and quick ratios increased by 80% and 76%, respectively: Mainly due to the 47% decrease in current liabilities.
-
Times interest earned increased by 203%: Mainly due to an increase of 123% in pre-tax profits this year.
-
Inventory turnover down by 20%: Mainly due to an increase of 28% in average inventory.
-
Average inventory turnover days up by 26%: Same as 3.
-
Return on assets and return on shareholders’ equity up by 118% and 120%, respectively: Mainly due to an increase of 124% in net profit before tax this year.
-
Pre-tax income to paid-in capital up by 162%: Same as 2.
-
Net margin and earnings per share increased by 97% and 138%, respectively: Same as 5.
-
Cash flow ratio up by 740%: Mainly due to the increase of 436% in net cash flow from operating activities this year.
-
Cash flow adequacy ratio and cash reinvestment ratio up by 299% and 264%, respectively: Same as reason 8.
-
Operating leverage and financial leverage down by 54% and 20%, respectively: Mainly due to a 346% increase in operating profit.
91
Note: The end of the table should list the following formula:
-
Financial structure
-
(1) Debt-to-asset ratio = Total liabilities / Total assets
-
(2) Long-term fund to property, plant and equipment ratio = (Shareholders’ equity + non-current liabilities) / Net property, plant and equipment
-
Liquidity analysis
-
(1) Current ratio = Current assets / Current liabilities
-
(2) Quick ratio = (Current assets – inventories – prepaid expenses) / Current liabilities
-
(3) Times interest earned = Earnings before interest and taxes / Interest expenses
-
Operating performance
-
(1) Receivables (including accounts receivable and notes receivable due to business operation) turnover = Net sales / the balance of average receivables of different periods (including accounts receivable and notes receivable due to business operation)
-
(2) Average collection days = 365 / Receivable turnover ratio
-
(3) Average inventory turnover = Cost of goods sold / average inventory
-
(4) Payables (including accounts payables and notes payable due to business operation) turnover = Cost of goods sold / the balance of average payables of different periods (including accounts payables and notes payable due to business operation)
-
(5) Average inventory turnover days = 365 / Inventory turnover
-
(6) Fixed asset turnover = Net sales / Average net value of fixed asset
-
(7) Total asset turnover = Net sales/ Average total asset
-
Profitability analysis
-
(1) Return on total assets = [Net income + Interest expenses x (1 – tax rate)] /
-
Average total assets
-
(2) Return on equity attributable to shareholders of the parent = Net income
-
attributable to shareholders of the parent / Average equity attributable to shareholders of the parent
-
(3) Net margin = Net income / Net sales
-
(4) Earnings per share = (Net income attributable to shareholders of the parent –
-
preferred stock dividend) / Weighted average number of shares outstanding (Note 4)
-
Cash flow
-
(1) Cash flow ratio = Net cash provided by operating activities / Current Liabilities
-
(2) Cash flow adequacy ratio = Five-year sum of cash from operations / Five-year sum of capital expenditures, inventory additions, and cash dividend
-
(3) Cash flow reinvestment ratio = (Cash provided by operating activities – cash dividends) / (Gross property, plant and equipment + long-term investments + other noncurrent assets + working capital). (Note 5)
92
-
Leverage:
-
(1) Operating leverage = (Net operating income - Variable operating costs and expenses) / Operating profit (Note 6)
-
(2) Financial leverage = Operating profit / (Operating profit - Interest expense)
-
Note 4: Pay attention to the following issues when making calculation for the earnings per share based on the above formula:
-
Calculation should be based on the weighted average number of common shares, not the number of issued shares at year end.
-
In case there is a cash capital increase or treasury stock transaction, the period of time in circulation shall be considered in calculating the weighted average number of shares.
-
In case of capital increase out of earnings or capital surplus, the calculation of earnings per share for the past fiscal year and the fiscal half-year shall be retrospectively adjusted based on the capital increase ratio, without the need to consider the issuance period for the capital increase.
-
If the preferred shares are non-convertible cumulative preferred shares, the dividend of the current year (whether issued or not) shall be subtracted from the net profit after tax, or added to the net loss after tax. In the case of non-cumulative preferred shares, if there is net profit after tax, dividend on preferred shares shall be subtracted from the net profit after tax; if there is a loss, no adjustment is made.
-
Note 5: Pay attention to the following issues when carrying out cash flow analysis:
-
Net cash flow from operating activities means net cash in-flow amounts from operating activities listed in the statement of cash flows.
-
Capital expenditures refers to the amounts of cash out-flows for annual capital investment.
-
Inventory increase will only be entered when the ending balance is larger than the beginning balance. An inventory decrease at year end will be deemed zero for calculation.
-
Cash dividend includes cash dividends from both common shares and preferred shares.
-
Real property, plant and equipment value refers to the total value of property, plant and equipment prior to the subtraction of accumulated depreciation.
-
Note 6: Issuers shall separate operating costs and operating expenses by their nature into fixed and variable categories. When estimations or subjective judgments are involved, pay attention to their reasonableness and maintain consistency.
-
Note 7: Issuers shall separate operating costs and operating expenses by their nature into fixed and variable categories. When estimations or subjective judgments are involved, pay attention to their reasonableness and maintain consistency.
93
III. Audit committee review of the most recent annual financial report:
Audit Committee Report
The board of directors has prepared the Company's 2020 business report, financial statements (including the consolidated financial statements) and proposals for profit distribution. The accounting firm Ernst & Young Taiwan is commissioned to audit the Company's financial statements, and an audit report with an unqualified opinion has been issued. The business report, financial statements, and profit distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee. According to relevant requirements of the Securities and Exchange Act and the Company Act, we hereby submit this report.
For
The 2021 Annual General Meeting
Goldsun Building Materials Co., Ltd. Convener of the Audit Committee:
March 15, 2021
94
IV. Consolidated Financial Statements for the Years Ended December 31, 2018 and
2017, and Independent Auditors’ Report :
REPRESENTATION LETTER
The entities included in the consolidated financial statements as of December 31, 2020 and for the year then ended prepared under the International Financial Reporting Standards, No.10 are the same as the entities to be included in the combined financial statements of the Company, if any to be prepared, pursuant to the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises (referred to as “Combined Financial Statements”). Also, the footnotes disclosed in the Consolidated Financial Statements have fully covered the required information in such Combined Financial Statements. Accordingly, the Company did not prepare any other set of combined financial statements than the Consolidated Financial Statements.
Very truly yours,
GOLDSUN BUILDING MATERIALS CO., LTD.
Chairman: Hus, Lan-Ying
March 15, 2021
95
Independent Auditors’ Report Translated from Chinese
To GOLDSUN BUILDING MATERIALS CO., LTD.
Opinion
We have audited the accompanying consolidated balance sheets of GOLDSUN BUILDING MATERIALS CO., LTD. and its subsidiaries (the “Group”) as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matters section), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and their consolidated financial performance and cash flows for the years ended December 31, 2020 and 2019, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2020 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
96
Revenue Recognition
Revenue from contracts with customers that recognized by the Group amounted to NT$18,325,646 thousand for the year ended December 31, 2020, and the main source of revenue is the sale of pre-mixed concrete, cement and calcium silicate board. The timing of sales was recognized when the performance obligations was satisfied that goods were delivered and accepted by the customers. Therefore, we considered this a key audit matter.
Our audit procedures included, but not limited to:
-
Assessing the appropriateness of the accounting policy of revenue recognition and the process of generating and recognizing revenue; evaluating and testing the design and operating effectiveness of internal controls around revenue recognition.
-
Selecting samples to perform tests of details, performing tests of transaction detail which included reviewing vouchers of selected samples and cash receipts record to confirm the performance obligations was satisfied.
-
Performing cutoff testing through periods before and after the balance sheet date by reviewing related documentation of selected samples.
-
Executing accounts receivable confirmation procedures to confirm with the Group’s customers. Moreover, performing other alternative audit procedures if customers do not return confirmations.
We also consider the appropriateness of the disclosures of operating revenue. Please refer to Note 6.
Other Matter – Making Reference to the Audits of Component Auditors
We did not audit the financial statements of certain consolidated subsidiaries, which statements reflected total assets in the amount of NT$1,041,625 thousand, constituting 3% of consolidated total assets as of December 31, 2020; and total operating revenues in the amount of NT$229.792 thousand, constituting 1% of consolidated operation revenues for the year ended December 31,2020. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material
97
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
98
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2020 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Others
We have audited and expressed an unqualified opinion including an Emphasis of Matter Paragraph on the parent company only financial statements of the Company as of and for the years ended December 31, 2020 and 2019.
Yu, Chien-Ju
Hsu, Hsin-Min
Ernst & Young, Taiwan March 15, 2021
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
99
English Translation of Consolidated Financial Statements Originally Issued in Chinese
GOLDSUN BUILDING MATERIALS CO., LTD. CONSOLIDATED BALANCE SHEETS December 31, 2020 and December 31, 2019 (Expressed in Thousands of New Taiwan Dollars)
| Assets | Notes | As | As | As | As | of | of | |
|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | |||||||
| Amount | % | Amount | % | |||||
| Current assets Cash and cash equivalents Financial assets at fair value through profit or loss, current Financial assets at fair value through other comprehensive income, current Financial assets at amortized cost, current Notes receivable, net Accounts receivable, net Accounts receivable-related parties, net Other receivables Other receivables-related parties Current tax assets Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through other comprehensive income, non-current Financial assets at amortized cost, non-current Investments accounted for under the equity method Property, plant and equipment Right-of-use assets Investment property, net Intangible assets Deferred tax assets Prepayment for equipment Refundable deposits Long-term receivable Other assets, non-current Total non-current assets Total assets |
4 and 6 4 and 6 4,6 and 8 4,6 and 8 4,5,6 and 7 4,5 and 6 4,5,6 and 7 6 7 4 and 6 4,6 and 8 7 4,5,6 and 8 4,6 and 8 4,5 and 6 4, 6, 7 and 8 4,5 and 6 4,5,6 and 8 4,6 and 8 4,5 and 6 8 4,5 and 6 |
$2,485,369 994 762,048 145,063 1,664,346 5,793,284 7,094 408,544 11,852 - 752,976 500,440 1,755 12,533,765 1,199,607 22,478 741,639 9,074,291 792,837 3,976,371 3,875,104 789,780 68,678 47,726 1,604,142 2,492 22,195,145 $34,728,910 |
7 - 2 - 5 18 - 1 - - 2 1 - 36 3 - 2 26 2 13 11 2 - - 5 - 64 100 |
$3,685,521 949 723,269 108,030 1,409,124 6,393,089 3,976 1,337,695 13,453 680 560,337 665,388 4,295 14,905,806 1,507,834 93,082 873,871 8,919,507 905,063 4,274,644 3,717,413 489,393 32,715 75,387 1,247,705 2,573 22,139,187 $37,044,993 |
10 - 2 - 4 17 - 3 - - 2 2 - 40 4 - 2 24 2 13 11 1 - - 3 - 60 100 |
100
English Translation of Consolidated Financial Statements Originally Issued in Chinese
GOLDSUN BUILDING MATERIALS CO., LTD. CONSOLIDATED BALANCE SHEETS December 31, 2020 and December 31, 2019 (Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | Notes | As | As | As | As | of | of | |
|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | |||||||
| Amount | % | Amount | % | |||||
| Current liabilities Short-term loans Short-term notes and bills payable Notes payable Notes payable - related parties Accounts payable Accounts payable - related parties Other payables Other payables - related parties Current tax liabilities Lease liabilities, current Other current liabilities Advanced receipts Current portion of long-term loans Total current liabilities Non-current liabilities Long-term loans Provisions, non-current Deferred tax liabilities Lease liabilities, non-current Net defined benefit liabilities, non-current Long-term notes and bills payable Guarantee deposits Total non-current liabilities Total liabilities Equity attributable to the parent Capital Common stock Additional paid-in capital Retained earnings Legal reserve Special reserve Unappropriated earnings Other components of equity Treasury stock Total equity attributable to the parent company Non-controlling interests Total equity Total liabilities and equity |
4,6 and 8 6 and 8 7 7 6 7 4 and 5 4,6 and 7 6 4,6 and 8 4,6 and 8 4 and 6 4,5 and 6 4,6 and 7 4,5 and 6 4,6 and 8 7 4 and 6 6 |
$1,300,000 - 703,846 235 2,245,339 58,265 938,854 442 385,334 94,248 140,751 42,715 300,000 6,210,029 3,919,241 11,497 638,981 644,370 171,759 1,748,296 54,361 7,188,505 13,398,534 11,800,000 1,178,554 1,706,814 1,874,430 3,742,037 (97,717) (4,789) 20,199,329 1,131,047 21,330,376 $34,728,910 |
4 - 2 - 7 - 3 - 1 - - - 1 18 11 - 2 2 - 6 - 21 39 34 3 5 5 11 - - 58 3 61 100 |
$2,930,000 2,958,328 350,159 135 2,120,618 65,512 852,840 60 91,404 82,645 132,699 33,512 338,000 9,955,912 3,949,836 9,397 636,007 748,960 217,346 - 51,668 5,613,214 15,569,126 13,850,003 1,177,219 1,596,648 1,874,430 1,881,076 15,012 (10,039) 20,384,349 1,091,518 21,475,867 $37,044,993 |
9 8 1 - 6 - 2 - - - - - 1 27 10 - 2 2 1 - - 15 42 38 3 4 5 5 - - 55 3 58 100 |
The accompanying notes are an integral part of the consolidated financial statements.
101
English Translation of Consolidated Financial Statements Originally Issued in Chinese
GOLDSUN BUILDING MATERIALS CO., LTD. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Item | Notes | 2020 | 2019 | 2019 | |
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Operating revenue Operating costs Gross profit Operating expenses Sales and marketing expenses General and administrative expenses Research and development expenses Expected credit losses Subtotal Operating income Non-operating income and loss Interest income Other income Other gains and losses Finance costs Share of profit or loss of associates and joint ventures Subtotal Income before income tax Income tax (expense) benefit Net income Other comprehensive income Items that will not be reclassified subsequently to profit or loss Remeasurements of defined benefit plans Unrealized gains on fair value through other comprehensive income equity instrument investment Income tax related to items that will not be reclassified Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations Share of other comprehensive (loss) income of associates and joint ventures- may be reclassified subsequently to profit or loss Total other comprehensive (loss) income, net of tax Total comprehensive income Net income attributable to: Shareholders of the parent Non-controlling interests Comprehensive income attributable to: Shareholders of the parent Non-controlling interests Earnings per share (NT$) Basic earnings per share Diluted earnings per share |
4,5,6 and 7 6 and 7 4,5,6 and 7 4,6 and 7 4,5 and 6 4 and 6 6 |
$18,877,800 (15,744,353) 3,133,447 (149,435) (603,410) (9,009) (48,036) (809,890) 2,323,557 31,147 294,638 34,239 (98,954) 121,167 382,237 2,705,794 (154,987) 2,550,807 2,483 (146,497) (497) (54,895) - (199,406) $2,351,401 $2,472,927 77,880 $2,550,807 $2,273,233 78,168 $2,351,401 $1.90 $1.90 |
100 (83) 17 (1) (4) - - (5) 12 - 2 - - 1 3 15 (1) 14 - (1) - - (1) 13 |
$19,005,069 (17,714,598) |
100 (93) |
| 1,290,471 | 7 | ||||
| (194,248) (673,103) (9,822) (49,067) |
(1) (4) - - |
||||
| (926,240) | (5) | ||||
| 364,231 | 2 | ||||
| 24,468 155,946 724,527 (127,985) 129,637 |
- 1 4 (1) 1 |
||||
| 906,593 | 5 | ||||
| 1,270,824 (84,863) |
7 (1) |
||||
| 1,185,961 | 6 | ||||
| (1,764) 222,803 353 (60,000) (374) |
- 1 - - - |
||||
| 161,018 | 1 | ||||
| $1,346,979 | 7 | ||||
| $1,101,659 84,302 |
|||||
| $1,185,961 | |||||
| $1,262,246 84,733 |
|||||
| $1,346,979 | |||||
| $0.80 | |||||
| $0.80 | |||||
The accompanying notes are an integral part of the consolidated financial statements.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
GOLDSUN BUILDING MATERIALS CO., LTD. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Description | Equity Att | ributable to the Pare | nt Company | Non-Controlling Interests |
Total Equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Additional Paid-in Capital |
Retained Earnings | Other Compo | nents of Equity | Treasury Stock | Total | |||||
| Legal Reserve |
Special Reserve |
Unappropriated Earnings |
Exchange Differences on Translation of Foreign Operations |
Unrealized Gain or Loss on Financial Assets at fair value through other comprehensive income |
|||||||
| Balance as of January 1, 2019 Appropriations and distributions of 2018 unappropriated earnings Legal reserve Cash dividends Other changes in capital reserve Donated surplus Net income in 2019 Other comprehensive (loss) income, net of tax in 2019 Total comprehensive income Parent company's cash dividends received by subsidiaries The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries Decrease in non-controlling interests Disposal of equity instruments measured at fair value through other comprehensive income Balance as of December 31, 2019 Balance as of January 1, 2020 Appropriations and distributions of 2019 unappropriated earnings Legal reserve Cash dividends Other changes in capital reserve Donated surplus Net income in 2020 Other comprehensive (loss) income, net of tax in 2020 Total comprehensive income Capital reduction by cash Treasury stock acquired Treasury stock cancelled Parent company's cash dividends received by subsidiaries The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries Decrease in non-controlling interests Disposal of equity instruments measured at fair value through other comprehensive income Balance as of December 31, 2020 |
$13,850,003 - - - - - |
$1,177,912 - - 11 - - |
$1,545,164 51,484 - - - - |
$1,874,430 - - - - - |
$1,183,489 (51,484) (346,250) - 1,101,659 (1,842) |
$(436,859) - - - - (60,374) |
$298,195 - - - - 222,803 |
$(10,039) - - - - - |
$19,482,295 - (346,250) 11 1,101,659 160,587 |
$1,097,997 - - - 84,302 431 |
$20,580,292 - (346,250) 11 1,185,961 161,018 |
| - | - | - | - | 1,099,817 | (60,374) | 222,803 | - | 1,262,246 | 84,733 | 1,346,979 | |
| - - - - |
910 (1,614) - - |
- - - - |
- - - - |
- (13,249) - 8,753 |
- - - - |
- - - (8,753) |
- - |
910 (14,863) - - |
- (13,619) (77,593) - |
910 (28,482) (77,593) - |
|
| $13,850,003 | $1,177,219 | $1,596,648 | $1,874,430 | $1,881,076 | $(497,233) | $512,245 | $(10,039) | $20,384,349 | $1,091,518 | $21,475,867 | |
| $13,850,003 - - - - - |
$1,177,219 - - 179 - - |
$1,596,648 110,166 - - - - |
$1,874,430 - - - - - |
$1,881,076 (110,166) (413,643) - 2,472,927 1,698 |
$(497,233) - - - - (54,895) |
$512,245 - - - - (146,497) |
$(10,039) - - - - - |
$20,384,349 - (413,643) 179 2,472,927 (199,694) |
$1,091,518 - - - 77,880 288 |
$21,475,867 - (413,643) 179 2,550,807 (199,406) |
|
| - | - | - | - | 2,474,625 | (54,895) | (146,497) | - | 2,273,233 | 78,168 | 2,351,401 | |
| (1,988,093) - (61,910) - - - - |
- - 69 1,092 (5) - - |
- - - - - - |
- - - - - - |
- - - - (1,192) - (88,663) |
- - - - - - |
- - - - - 88,663 |
5,250 (61,841) 61,841 - - - - |
(1,982,843) (61,841) - 1,092 (1,197) - - |
- - - - (1,702) (36,937) - |
(1,982,843) (61,841) - 1,092 (2,899) (36,937) - |
|
| $11,800,000 | $1,178,554 | $1,706,814 | $1,874,430 | $3,742,037 | $(552,128) | $454,411 | $(4,789) | $20,199,329 | $1,131,047 | $21,330,376 | |
The accompanying notes are an integral part of the consolidated financial statements.
103
English Translation of Consolidated Financial Statements Originally Issued in Chinese
GOLDSUN BUILDING MATERIALS CO., LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)
| Description | 2020 | 2019 | |
|---|---|---|---|
| Cash flows from operating activities: Profit before tax from continuing operations Net income before tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Depreciation Amortization Syndicated loan amortization Expected credit losses Interest expense Interest revenue Dividend income Gain on disposal of associate Gain on disposal of subsidiary Share of gain of associates and joint ventures Gain on disposal of property, plant and equipment Gain on disposal of investment property Gain on disposal of financial assets at fair value through profit or loss (Gain) loss on lease modification Changes in operating assets and liabilities: Notes receivable, net Accounts receivable, net Accounts receivable-related parties, net Other receivables Other receivables-related parties Inventories, net Prepayments Other current assets Long-term receivable Notes payable Notes payable - related parties Accounts payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Advanced receipts Lease liabilities, non-current Net defined liabilities, non-current Cash inflow generated from operations Interest received Interest paid Income tax paid Net cash provided by operating activities Cash flows from investing activities: Proceeds from disposal of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through other comprehensive income Capital deducted by cash of financial assets at fair value through other comprehensive income (Increase) decrease in financial assets at amortized cost, current Decrease (increase) in financial assets at amortized cost, non-current Disposal of investments accounted for under the equity method Acquisition of investments accounted for under the equity method Proceeds from disposal of subsidiaries Proceeds from disposal of property, plant and equipment Acquisition of property, plant and equipment Disposal of investment property Acquisition of investment property Disposal of intangible assets Acquisition of intangible assets Disposal of subsidiary Increase in prepayment for equipment Decrease (Increase) in refundable deposits Decrease in other non-current assets Dividends received Net cash provided by investing activities Cash flows from financing activities: Decrease in bonds payable Decrease in short-term loans (Decrease) increase in short-term notes and bills payable Increase in long-term loans Decrease in long-term loans Increase in long-term notes and bills payable Increase (decrease) in guarantee deposits Cash payments for the principal portion of the lease liability Capital reduction by cash Treasury stock acquired Cash dividends paid Donated surplus Changes in non-controlling interests Net cash (used in) provided by financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
$2,705,794 2,705,794 494,367 102,611 405 48,036 98,954 (31,147) (91,863) (23,085) - (121,167) (3,983) 12,333 (30) (1,944) (255,743) 623,383 (3,118) (517,510) 1,601 (192,639) 180,909 2,540 (427,530) 353,552 235 124,721 (7,247) 36,644 382 8,052 9,203 - (43,601) 3,083,115 31,145 (91,346) (185,177) 2,837,737 - 214,428 (122,315) 7,722 (37,033) 70,604 125,607 (11,617) 1,293,137 9,214 (467,216) - (8,720) 1,927 (13,192) - (114,626) 27,661 81 413,999 1,389,661 - (1,630,000) (2,958,328) 5,600,000 (5,669,000) 1,748,296 2,693 (106,519) (1,982,843) (61,841) (413,643) 378 40,298 (5,430,509) 2,959 (1,200,152) 3,685,521 $2,485,369 |
$1,270,824 1,270,824 591,392 107,809 405 49,067 127,985 (24,468) (88,581) (31,294) (478,145) (129,637) (17,249) (297,874) (177) 38 233,868 (880,899) 5,370 1,018,251 14,640 2,286 249,721 (3,664) (103,930) (1,664) (150) (288,885) (58,355) (156,003) (1,625) 42,826 (143,748) 300 (24,322) 984,112 24,455 (120,594) (108,734) 779,239 49,868 122,629 (30,920) 2,378 196,980 (77,282) 280,684 - - 19,821 (440,654) 617,688 (776) - (54,361) (152,140) (25,302) (20,625) 347 88,581 576,916 (1,000,000) (235,000) 1,230,503 6,630,000 (6,068,000) - (16,094) (160,485) - - (346,250) 51 (13,619) 21,106 (26,625) 1,350,636 2,334,885 $3,685,521 |
The accompanying notes are an integral part of the consolidated financial statements.
104
English Translation of Consolidated Financial Statements Originally Issued in Chinese GOLDSUN BUILDING MATERIALS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Stated)
1. History and organization
GOLDSUN BUILDING MATERIALS CO., LTD. (“The Group”) was incorporated under the laws of the Republic of China (“R.O.C.”) in November 1954. The Group is engaged mainly in the production and sales pre-mixed concrete and building rental. In March 1978, the Group listed its shares of stock on the Taiwan Stock Exchange (“TWSE”). The Group’s registered office and the main business location is at 7F, No.8, Xinhu 1st Rd., Neihu Dist., Taipei City, Taiwan (R.O.C.)
2. Date and procedures of authorization of financial statements for issue
The consolidated financial statements of The Group and its subsidiaries (the “Group”) for the years ended 31 December 2020 and 2019 were authorized for issue by the Board of Director’s meeting on March 15, 2021.
3. Newly issued or revised standards and interpretations
- (1) Changes in accounting policies resulting from applying for the first-time certain standards and amendments
The Group applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after 1 January 2020. Apart from the nature and impact of the new standard and amendment is described below, the remaining new standards and amendments had no material impact on the Group.
Covid-19-Related Rent Concessions (Amendment to IFRS 16)
The Group elected to early apply Covid-19-Related Rent Concessions (Amendment to IFRS 16) which is recognized by FSC for annual periods beginning on or after 1 January 2020, and in accordance with the requirements of the transition. For the rent concession arising as a direct consequence of the covid-19 pandemic, the Group elected not to assess whether it is a lease modification but accounted it as a variable lease payment. Please refer to Note 6 for
105
disclosure related to the lessee which required by the amendment.
- (2) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, but not yet adopted by the Group as at the end of the reporting period are listed below.
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued byIASB |
|---|---|---|
| a | Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9,IAS 39,IFRS 7,IFRS4andIFRS16) |
1 January 2021 |
- (a) Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
The final phase amendments mainly relate to the effects of the interest rate benchmark reform on the companies’ financial statements:
-
A. A company will not have to derecognise or adjust the carrying amount of financial instruments for changes to contractual cash flows as required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate;
-
B. A company will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge meets other hedge accounting criteria; and
-
C. A company will be required to disclose information about new risks arising from the reform and how it manages the transition to alternative benchmark rates.
The abovementioned amendments that are applicable for annual periods beginning on or after 1 January 2021 have no material impact on the Group.
- (3) Standards or interpretations issued, revised or amended, by IASB which are not endorsed by FSC, and not yet adopted by the Group as at the end of the reporting period are listed below.
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued byIASB |
|---|---|---|
| a | IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” - Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures |
To be determined by IASB |
| b | IFRS17“Insurance Contracts” | 1January2023 |
| c | Classification of Liabilities as Current or Non-current - Amendments toIAS1 |
1 January 2023 |
| d | Narrow-scope amendments of IFRS, including Amendments to IFRS 3, Amendments to IAS 16, Amendments to IAS 37 and the Annual Improvements |
1 January 2022 |
| e | DisclosureInitiative- AccountingPolicies- Amendments toIAS1 | 1January2023 |
| f | Definitionof AccountingEstimates- Amendments toIAS 8 | 1January2023 |
- (a) IFRS 10“Consolidated Financial Statements” and IAS 28“Investments in Associates and Joint Ventures” - Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures
106
The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures , in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.
IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.
- (b) IFRS 17 “Insurance Contracts”
IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The fulfilment cash flows comprise of the following:
-
A. estimates of future cash flows;
-
B. Discount rate: an adjustment to reflect the time value of money and the financial risks related to the future cash flows, to the extent that the financial risks are not included in the estimates of the future cash flows; and
-
C. a risk adjustment for non-financial risk.
The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims. Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.
IFRS 17 was issued in May 2017 and it was amended in June 2020. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after 1 January 2023 (from the original effective date of 1 January 2021); provide additional transition reliefs; simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. IFRS 17 replaces an interim Standard - IFRS 4 Insurance Contracts - from annual reporting periods beginning on or after 1 January 2023.
107
- (c) Classification of Liabilities as Current or Non-current - Amendments to IAS 1
These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.
- (d) Narrow-scope amendments of IFRS, including Amendments to IFRS 3, Amendments to IAS 16, Amendments to IAS 37 and the Annual Improvements
A. Updating a Reference to the Conceptual Framework (Amendments to IFRS 3) The amendments updated IFRS 3 by replacing a reference to an old version of the Conceptual Framework for Financial Reporting with a reference to the latest version, which was issued in March 2018. The amendments also added an exception to the recognition principle of IFRS 3 to avoid the issue of potential “day 2” gains or losses arising for liabilities and contingent liabilities. Besides, the amendments clarify existing guidance in IFRS 3 for contingent assets that would not be affected by replacing the reference to the Conceptual Framework.
- B. Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)
The amendments prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss.
C. Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37) The amendments clarify what costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous.
D. Annual Improvements to IFRS Standards 2018 - 2020
Amendment to IFRS 1
The amendment simplifies the application of IFRS 1 by a subsidiary that becomes a first-time adopter after its parent in relation to the measurement of cumulative translation differences.
Amendment to IFRS 9 Financial Instruments
The amendment clarifies the fees a company includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability.
108
Amendment to Illustrative Examples Accompanying IFRS 16 Leases
The amendment to Illustrative Example 13 accompanying IFRS 16 modifies the treatment of lease incentives relating to lessee’s leasehold improvements.
Amendment to IAS 41
The amendment removes a requirement to exclude cash flows from taxation when measuring fair value thereby aligning the fair value measurement requirements in IAS 41 with those in other IFRS Standards.
- (e) Disclosure Initiative - Accounting Policies - Amendments to IAS 1
The amendments improve accounting policy disclosures that to provide more useful information to investors and other primary users of the financial statements.
- (f) Definition of Accounting Estimates - Amendments to IAS 8
The amendments introduce the definition of accounting estimates and included other amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to help companies distinguish changes in accounting estimates from changes in accounting policies.
The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Group’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. As the Group is still currently determining the potential impact of the standards and interpretations listed, it is not practicable to estimate their impact on the Group at this point in time.
4. Summary of Significant Accounting Policies
- (1) Statement of compliance
The consolidated financial statements of the Group for the years ended December 31, 2020 and 2019 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”) and International Financial Reporting Standards, International Accounting Standards, and Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by the FSC.
- (2) Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The consolidated financial statements are expressed in thousands of New Taiwan Dollars (“NT$”) unless otherwise stated.
109
- (3) Basis of consolidation
Preparation principle of consolidated financial statements
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
-
A. power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
-
B. exposure, or rights, to variable returns from its involvement with the investee, and
-
C. the ability to use its power over the investee to affect its returns
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
-
A. the contractual arrangement with the other vote holders of the investee
-
B. rights arising from other contractual arrangements
-
C. the Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.
Subsidiaries are fully consolidated from the acquisition date, being the date on which The Group obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using uniform accounting policies. All intra-group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
Total comprehensive income of the subsidiaries is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
If the Group loses control of a subsidiary, it:
-
A. derecognizes the assets (including goodwill) and liabilities of the subsidiary;
-
B. derecognizes the carrying amount of any non-controlling interest;
-
C. recognizes the fair value of the consideration received;
-
D. recognizes the fair value of any investment retained;
-
E. recognizes any surplus or deficit in profit or loss; and
-
F. reclassifies the parent’s share of components previously recognized in other comprehensive income to profit or loss.
110
The consolidated entities are listed as follows:
| Name of the investors | Name of subsidiaries | Nature of Business | Percentage of ownership (%) |
Percentage of ownership (%) |
|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
|||
| The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company WELLPOOL CO., LTD. EASE GREAT INVESTMENTS LTD. (Samoa) EASE GREAT INVESTMENTS LTD. (Samoa) GOLDSUN INC., Cayman GOLDSUN INC., Cayman GOLDSUN INC., Cayman GOLDSUN INC., Cayman |
KUNYUNG CONSTRUCTION & ENGINEERING CO., LTD REI SHIN CONSTRUCTION CO., LTD REIXIN ASSET MANAGEMENT CO., LTD. GOLDSUN INVESTMENT CO., LTD WELLPOOL CO., LTD. (Note 1) GOLDSUN NIHON CEMENT CO., LTD. EASE GREAT INVESTMENTS LTD. TAIPEI PORT TERMINAL COMPANY LIMITED HWA YA DEVELOPMENT CO., LTD. (Note 3) JIN SHUN MARITIME LTD. YUAN SHUN MARITIME LTD. JING SHUN MARITIME LTD. FENG SHUN MARITIME LTD. GIMPO MARINE CO., LTD. TAIWAN BUILDING MATERIALS (HONG KONG) LIMITED GOLDSUN INNOVATIVE BUILDING MATERIALS CO., LTD. GOYU BUILDING MATERIALS CO., LTD. Lake Vernicia Development Company (Note 4) GAPE-GOLDSUN CORPORATION GOLDSUN INTERNATIONAL DEVELOPMENT CORP. (GOLDSUN INC., Cayman) GREAT SMART LTD.(Cayman) GOLDSUN CONCRETE (SUZHOU) CO., LTD. TAICANG PORT GOLDSUN CONCRETE CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (WUJIANG) |
Construction of civil and architectural construction projects Real estate rental Real estate rental Investment Sales of calcium silicate board and other boards Cement import and sale Investment holding International trade, warehousing and tally packaging Hotel operator Shipping Shipping Shipping Shipping Shipping Investment Sales of pre-mixed concrete and cement Sales of building materials Leisure frame management Sales of calcium silicate board and other boards Investment holding Investment holding Production and sales of pre-mixed concrete and cement Production and sales of pre-mixed concrete and cement Production and sales of pre-mixed concrete and cement Production and sales of pre-mixed |
100% 100% 100% (Note1) - (Note2) 51% 59% 100% 100% 31% 100% 100% 100% 100% 100% 100% 100% 65% 100% 100% 100% 100% 100% 100% 100% 100% |
100% 100% - 100% 51% 59% 100% 100% 31% 100% 100% 100% 100% 100% 100% 100% 65% - 100% 100% 100% 100% 100% 100% 100% |
111
| Name of the investors | Name of subsidiaries | Nature of Business | Percentage of ownership (%) |
Percentage of ownership (%) |
|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
|||
| GOLDSUN INC., Cayman GOLDSUN INC., Cayman GREAT SMART LTD. |
CO., LTD. GOLDSUN CONCRETE (CHANGSHU) CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. GOLDSUN COMENT (FUJIANG) CO., LTD. (Note5) |
concrete and cement Production and sales of pre-mixed concrete and cement Production and sales of pre-mixed concrete and cement Production and sales of cement |
100% 100% - |
100% 100% - |
-
Note1: RUEI SHIN CONSTRUCION CO., LTD., has a resolution for division and transferred part of its independently operated business to a newly incorporated company, REIXIN ASSET MANAGEMENT INC., that the Company own 100% share. The transferred business value is estimated 1,000,000 thousand. The Company obtained 100,000 thousand new shares issued by REIXIN ASSET MANAGEMENT INC. as consideration. The division reference date was January 1, 2020.
-
Note 2: To simplify investment structure, strengthen efficiency the overall utilization of resource and enhance operational performance and competitiveness. Resolved by the Company’s Board of Directors on May 6, 2020, the Company mergered with GOLDSUN INVESTMENT CO., LTD. After the merger, the Company is surviving company and GOLDSUN INVESTMENT CO., LTD. is dissolved company. The reference date of the merger was May 31, 2020.
-
Note3: The Company determined that it has control over HWA YA DEVELOPMENT CO., LTD. due to the contractual agreement with other shareholders of HWA YA DEVELOPMENT CO., LTD.
-
Note4: LAKE VERNICIA DEVELOPMENT COMPANY was established on the third quarter of 2020 due to the Group is developing various business. The total investment amount was NT$1,000 thousand.
-
Note5: The Group disposed the subsidiary, GOLDSUN COMENT (FUJIAN) CO., LTD, in October 2019 and completed the capital transfer. Please ref to Note 6(27) for more detail.
Please refer to Note 8 for more details on stocks of subsidiary under pledge.
(4) Foreign currency transactions
The Group’s consolidated financial statements are presented in NT$, which is also The Group’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.
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Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency closing rate of exchange ruling at the reporting date. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as of the dates of the initial transactions.
All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:
-
A. Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.
-
B. Foreign currency items within the scope of IFRS 39 Financial Instruments are accounted for based on the accounting policy for financial instruments.
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C. Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.
When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.
- (5) Translation of financial statements in foreign currency
Each foreign operation of the Company determines its own functional currency and items included in the financial statements of each foreign operation are measured at that functional currency. While preparing the Company’s financial statements, the assets and liabilities of foreign operations are translated into NT$ at the closing rate of exchange prevailing at the reporting date and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized. The partial disposals are accounted for as disposals when the partial disposal involves the loss of control of a subsidiary that includes a foreign operation and when the retained interest after the partial disposal of an interest in a joint arrangement or a partial disposal of an interest in an associate that includes a foreign operation is a financial asset that includes a foreign operation.
On the partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation. In partial disposal of an associate or joint arrangement that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.
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Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.
(6) Current and non-current distinction
An asset is classified as current when:
-
A. The Group expects to realize the asset, or intends to sell or consume it, in its normal operating cycle
-
B. The Group holds the asset primarily for the purpose of trading
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C. The Group expects to realize the asset within twelve months after the reporting period
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D. The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when:
-
A. The Group expects to settle the liability in its normal operating cycle
-
B. The Group holds the liability primarily for the purpose of trading
-
C. The liability is due to be settled within twelve months after the reporting period
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D. The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
All other liabilities are classified as non-current.
- (7) Cash and cash equivalents
Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value (including fixed-term deposits that have maturities of 3 months from the date of acquisition).
- (8) Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
- A. Financial instruments: Recognition and Measurement
The Group accounts for regular way purchase or sales of financial assets on the delivery date.
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The Group classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:
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a. the Company’s business model for managing the financial assets and
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b. the contractual cash flow characteristics of the financial asset.
Financial assets measured at amortized cost
A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:
-
a. assets in order to collect contractual cash flows and
-
b. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.
Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
a. Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
-
b. financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Financial asset measured at fair value through other comprehensive income
A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:
-
a. the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and
-
b. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
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Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income are described as below:
-
a. A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.
-
b. When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss or retained earnings as a reclassification adjustment.
-
c. Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
i. Purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
-
ii. Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Besides, for certain equity investments within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies, the Company made an irrevocable election to present the changes of the fair value in other comprehensive income at initial recognition. Amounts presented in other comprehensive income shall not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and these investments should be presented as financial assets measured at fair value through other comprehensive income on the balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represents a recovery of part of the cost of investment.
Financial asset measured at fair value through profit or loss
Financial assets were classified as measured at amortized cost or measured at fair value through other comprehensive income based on aforementioned criteria. All other financial assets were measured at fair value through profit or loss and presented on the balance sheet as financial assets measured at fair value through profit or loss.
Such financial assets are measured at fair value, the gains or losses resulting from remeasurement is recognized in profit or loss which includes any dividend or interest received on such financial assets.
B. Impairment of financial assets
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The Group recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the statement of financial position.
The Group measures expected credit losses of a financial instrument in a way that reflects:
-
a. an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
-
b. the time value of money; and
-
c. reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
The loss allowance is measures as follow:
-
a. At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Company measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.
-
b. At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
-
c. For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Company measures the loss allowance at an amount equal to lifetime expected credit losses.
At each reporting date, the Group needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.
- C. Derecognition of financial assets
A financial asset is derecognized when:
-
a. The rights to receive cash flows from the asset have expired
-
b. The Company has transferred the asset and substantially all the risks and rewards of the asset have been transferred
-
c. The Company has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.
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On derecognition of a financial asset in its entirety, the difference between the carryingamount and the consideration received or to be received including any cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss (for debt instruments) or directly in retained earnings (for equity instruments).
If the transferred asset is part of a larger financial asset and the part transferred qualifies for derecognition in its entirety, the Company allocates the previous carrying amount of the larger financial asset between the part that continues to be recognized and the part that is derecognized, based on the relative fair values of those parts on the date of the transfer. Any cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized and the part that is derecognized, based on the relative fair values of those parts. The difference between the carrying amount allocated to the part derecognized and the sum of the consideration received for the part derecognized and any cumulative gain or loss allocated that had been recognized in other comprehensive income, is recognized in profit or loss or directly in retained earnings.
D. Financial liabilities and equity
Classification between liabilities or equity
The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
Compound instruments
The Company evaluates the terms of the convertible bonds issued to determine whether it contains both a liability and an equity component. Furthermore, the Company assesses if the economic characteristics and risks of the put and call options contained in the convertible bonds are closely related to the economic characteristics and risk of the host contract before separating the equity element.
For the liability component excluding the derivatives, its fair value is determined based on the rate of interest applied at that time by the market to instruments of comparable credit status. The liability component is classified as a financial liability measured at amortized cost before the instrument is converted or settled.
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For the embedded derivative that is not closely related to the host contract (for example, if the exercise price of the embedded call or put option is not approximately equal on each exercise date to the amortized cost of the host debt instrument), it is classified as a liability component and subsequently measured at fair value through profit or loss unless it qualifies for an equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. It carrying amount is not remeasured in the subsequent accounting periods. If the convertible bond issued does not have an equity component, it is accounted for as a hybrid instrument in accordance with the requirements under IFRS 9 Financial Instruments.
Transaction costs are apportioned between the liability and equity components of the convertible bond based on the allocation of proceeds to the liability and equity components when the instruments are initially recognized.
On conversion of a convertible bond before maturity, the carrying amount of the liability component being the amortized cost at the date of conversion is transferred to equity.
Financial liabilities
Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated as at fair value through profit or loss. A financial liability is classified as held for trading if:
-
a. it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term;
-
b. on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or
-
c. it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).
If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:
-
a. it eliminates or significantly reduces a measurement or recognition inconsistency; or
-
b. a group of financial assets, financial liabilities or both is managed and its performance is
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evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the Company is provided internally on that basis to the key management personnel.
Gains or losses on the subsequent measurement of liabilities at fair value through profit or loss including interest paid are recognized in profit or loss.
Financial liabilities at amortized cost
Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
- E. Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
- (9) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
-
A. In the principal market for the asset or liability, or
-
B. In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible to by the Group.
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The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
- (10) Inventories
Inventories are valued at lower of cost and net realizable value item by item.
Costs incurred in bringing each inventory to its present location and condition are accounted for as follows:
Raw materials - Purchase cost based on a weighted average cost basis. Finished goods and work in progress - Cost of direct materials and labor and a proportion of manufacturing overheads based on normal operating capacity but excluding borrowing costs.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
- (11) Non-current assets held for sale and discontinued operations
Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered through a sale transaction that is highly probable within one year from the date of classification and the asset or disposal group is available for immediate sale in its present condition. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.
In the consolidated statement of comprehensive income of the reporting period, and of the comparable period of the previous year, income and expenses from discontinued operations are reported separately from income and expenses from continuing operations, down to the level of profit after taxes, even when the Group retains a non-controlling interest in the subsidiary after the sale. The resulting profit or loss (after taxes) is reported separately in the statement of comprehensive income.
Property, plant and equipment and intangible assets once classified as held for sale are not depreciated or amortized.
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(12) Investments accounted for under the equity method
The Group’s investment in its associate is accounted for under the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Group has significant influence. A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture.
Under the equity method, the investment in the associate or an investment in a joint venture is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associate or joint venture. After the interest in the associate or joint venture is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. Unrealized gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the Group’s related interest in the associate or joint venture.
When changes in the net assets of an associate or a joint venture occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Group’s percentage of ownership interests in the associate or joint venture, the Group recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate or joint venture on a prorate basis.
When the associate or joint venture issues new stock, and the Group’s interest in an associate or a joint venture is reduced or increased as the Group fails to acquire shares newly issued in the associate or joint venture proportionately to its original ownership interest, the increase or decrease in the interest in the associate or joint venture is recognized in Additional Paid in Capital and Investment accounted for using the equity method. When the interest in the associate or joint venture is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Group disposes the associate or joint venture.
The financial statements of the associate or joint venture are prepared for the same reporting period as the Group. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.
The Group determines at each reporting date whether there is any objective evidence that the investment in the associate or an investment in a joint venture is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures . If this is the case the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets . In determining the value in use of the investment, the Group estimates:
A. Its share of the present value of the estimated future cash flows expected to be generated by
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the associate or joint venture, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or
- B. The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.
Because goodwill that forms part of the carrying amount of an investment in an associate or an investment in a joint venture is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets .
Upon loss of significant influence over the associate or joint venture, the Group measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss. Furthermore, if an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the entity continues to apply the equity method and does not remeasure the retained interest.
(13) Property, plant and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. 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. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment . When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
| Buildings | 5~55 years |
|---|---|
| Machinery and equipment | 2~10 years |
| Transportation equipment | 2~10 years |
| Office equipment | 5 years |
| Right-of-use assets | 2~50 years |
| Lease improvement | 2~25 years |
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3~5 years
Other equipment
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.
The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.
(14) Investment property
The Group’s owned investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, other than those that meet the criteria to be classified as held for sale (or are included in a disposal Group that is classified as held for sale) in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, investment properties are measured using the cost model in accordance with the requirements of IAS 16 Property, plant and equipment for that model. If investment properties are held by a lessee as right-of-use assets and is not held for sale in accordance with IFRS 5, investment properties are measured in accordance with the requirements of IFRS 16.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
Buildings 30~55 years
Investment properties are derecognized when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of derecognition.
Properties are transferred to or from investment properties due to actual use.
Properties are transferred to or from investment properties when the properties meet, or cease to meet, the definition of investment property and there is evidence of the change in use.
(15) Leases
For contracts entered, the Group assesses whether the contract is, or contains, a lease. A
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contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Group assesses whether, throughout the period of use, has both of the following:
-
A. the right to obtain substantially all of the economic benefits from use of the identified asset; and
-
B. the right to direct the use of the identified asset.
For a contract that is, or contains, a lease, the Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Group for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Group estimates the stand-alone price, maximizing the use of observable information.
Group as a lessee
Except for leases that meet and elect short-term leases or leases of low-value assets, the Group recognizes right-of-use asset and lease liability for all leases which the Group is the lessee of those lease contracts.
At the commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
-
A. fixed payments (including in-substance fixed payments), less any lease incentives receivable;
-
B. variable lease payments that depend on an index or rate, initially measured using the index or rate as at the commencement date;
-
C. amounts expected to be payable by the lessee under residual value guarantees;
-
D. the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and.
-
E. payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
After the commencement date, the Group measures the lease liability on an amortised cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.
At the commencement date, the Group measures the right-of-use asset at cost. Cost of
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right-of-use asset contains:
-
A. the amount of the initial measurement of the lease liability;
-
B. any lease payments made at or before the commencement date, less any lease incentives received
-
C. any initial direct costs incurred by the lessee; and
-
D. an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
For subsequent measurement of the right-of-use asset, the Group measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Group measures the right-of-use applying a cost model.
If the lease transfers ownership of the underlying asset to the Group by the end of the lease term or if the cost of the right-of-use asset reflects that the Group will exercise a purchase option, the Group depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The Group applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
Except for those leases that the Group accounted for as short-term leases or leases of low-value assets, the Group presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statements comprehensive income.
For short-term leases or leases of low-value assets, the Group elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.
Group as a lessor
At inception of a contract, the Group classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Group recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.
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For a contract that contains lease components and non-lease components, the Group allocates the consideration in the contract applying IFRS 15.
The Group recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.
(16) Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.
Operating Concession
The Group was granted authority to construct and operate the Bulk & General Cargo Terminal No.2 of Taipei Port and relevant ancillary facilities under the Agreement of “Bulk & General Cargo Terminal No.2 of Taipei Port building and operating” and therefore the Group’s operation is under the scope of IFRIC 12“Service Concession Arrangements”. The construction cost occurred during the period of construction recognized as operating concession cost. The operating concession cost started to be amortized based on a straight-line basis during the operation period, since the completion of Bulk & General Cargo Terminal No.2 of Taipei Port and start to operate concession business. The concessions and accumulated amortization balance will be written off when the contract is terminated or the concession period expires.
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A summary of the policies applied to the Group’s intangible assets is as follows:
| Useful lives Amortization method used Internally generated or acquired |
Miningright | Concession | Computer software |
|---|---|---|---|
| Finite Amortized on the unit of production basis over the estimated undeveloped reserves. Acquired |
Finite Amortized on a straight-line basis over the specified period of the operating and maintaining. Acquired |
Finite Amortized on a straight- line basis over the estimated useful life Acquired |
(17) Impairment of non-financial assets
The Group assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.
An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.
(18) Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the
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reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Provision for decommissioning, restoration and rehabilitation costs
The provision for decommissioning, restoration and rehabilitation costs arose on construction of a property, plant and equipment. Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of that particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is expensed as incurred and recognized as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
Maintenance warranties
A provision is recognized for expected warranty claims on construction, based on past experience, management’s judgement and other known factors.
(19) Treasury shares
Own equity instruments which are reacquired (treasury shares) are recognized at cost and deducted from equity. Any difference between the carrying amount and the consideration is recognized in equity.
(20) Revenue recognition
The Group’s revenue arising from contracts with customers are primarily related to sale of goods and rendering of services. The accounting policies are explained as follow:
Sale of goods
The Group sells merchandise. Sales are recognized when control of the goods is transferred to the customer and the goods are delivered to the customers. The main product of the Group is pre-mixed concrete and cement. Revenue are recognized based on the consideration stated in the contract.
The Group provides its customer with a warranty with the purchase of the products. The warranty provides assurance that the product will operate as expected by the customers. And the warranty is accounted in accordance with IAS 37.
The credit period of the Group’s sale of goods is from 30 to 120 days. For most of the contracts, when the Group transfers the goods to customers and has a right to an amount of consideration that is unconditional, these contracts are recognized as trade receivables. The
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Group usually collects the payments shortly after transfer of goods to customers; therefore, there is no significant financing component to the contract. The other part of the accounts receivable is the contract between the Group and the customer to deliver the promised goods or services to the customer, but the payment period is more than one year according to the contract. Therefore, the Group adjusts the transaction price for the time value of money. However, some of the contracts are subject to partial consideration for the customers before the transfer of the goods. The Group is obliged to undertake the subsequent transfer of the goods and is therefore recognized as a contract liability.
(21) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
(22) Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. Where the grant relates to an asset, it is recognized as deferred income and released to income in equal amounts over the expected useful life of the related asset. When the grant relates to an expense item, it is recognized as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate.
Where the Group receives non-monetary grants, the asset and the grant are recorded gross at nominal amounts and released to the statement of comprehensive income over the expected useful life and pattern of consumption of the benefit of the underlying asset by equal annual installments. Where loans or similar assistance are provided by governments or related institutions with an interest rate below the current applicable market rate, the effect of this favorable interest is regarded as additional government grant.
(23) Post-employment benefits
All regular employees of the Group and its domestic subsidiaries are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Group and its domestic subsidiaries. Therefore, fund assets are not included in the Group’s consolidated financial statements. Pension benefits for employees of the overseas subsidiaries and the branches are provided in accordance with the respective local regulations.
For the defined contribution plan, the Group and its domestic subsidiaries will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Group recognizes expenses for the defined contribution plan in the period in which the contribution becomes due. Overseas subsidiaries and branches make contribution
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to the plan based on the requirements of local regulations.
Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Re-measurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur. Past service costs are recognized in profit or loss on the earlier of:
-
A. the date of the plan amendment or curtailment, and
-
B. the date that the Group recognizes restructuring-related costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.
Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted and disclosed for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-off events.
- (24) Share-based payment transactions
The cost of equity-settled transactions between the Group and employees is recognized based on the fair value of the equity instruments granted. The fair value of the equity instruments is determined by using an appropriate pricing model.
The cost of equity-settled transactions is recognized, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The income statement expense or credit for a period represents the movement in cumulative expense recognized as of the beginning and end of that period.
No expense is recognized for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification.
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Where an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
The cost of restricted stocks issued is recognized as salary expense based on the fair value of the equity instruments on the grant date, together with a corresponding increase in other capital reserves in equity, over the vesting period. The Group recognized unearned employee salary which is a transitional contra equity account; the balance in the account will be recognized as salary expense over the passage of vesting period.
(25) Income taxes
Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.
The 5% surtax on undistributed retained earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.
Deferred tax
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
- A. Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
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- B. In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
-
A. Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
-
B. In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
Deferred 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 reporting date. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
(26) Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration transferred, the identifiable assets acquired, and liabilities assumed are measured at acquisition date fair value. For each business combination, the acquirer measures any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are accounted for as expenses in the periods in which the costs are incurred and are classified under administrative expenses.
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When the Group acquires a business, it assesses the assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as of the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognized at the acquisition-date fair value. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognized in accordance with IAS 39 Financial Instruments: Recognition and Measurement either in profit or loss or as a change to other comprehensive income. However, if the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity.
Goodwill is initially measured as the amount of the excess of the aggregate of the consideration transferred and the non-controlling interest over the net fair value of the identifiable assets acquired and the liabilities assumed. If this aggregate is lower than the fair value of the net assets acquired, the difference is recognized in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Each unit or group of units to which the goodwill is so allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purpose and is not larger than an operating segment before aggregation.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation. Goodwill disposed of in this circumstance is measured based on the relative recoverable amounts of the operation disposed of and the portion of the cash-generating unit retained.
5. Significant Accounting Judgments, Estimates and Assumptions
The preparation of the Group ’ s consolidated financial statements require management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumption and estimate could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
- (1) Judgment
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In the process of applying the Group’s accounting policies, management made the following judgments, which have the most significant effect on the amounts recognized in the consolidated financial statements:
- A. Investment properties
Certain properties of the Group comprise a portion that is held to earn rentals or for capital appreciation and another portion that is owner-occupied. If these portions could be sold separately, the Group accounts for the portions separately as investment properties and property, plant and equipment. If the portions could not be sold separately, the property is classified as investment property in its entirety only if the portion that is owner-occupied is under 5% of the total property.
- B. Operating lease commitment-Group as the lessor
The Group has entered into commercial property leases on its investment property portfolio. The Group has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership of these properties, and accounts for the contracts as operating leases.
- C. De facto control without a majority of the voting rights in subsidiaries
The Group does not have majority of the voting rights in certain subsidiaries. However, after taking into consideration factors such as absolute size of the Group’s holding, relative size of the other shareholdings, how widely spread are the remaining shareholders, contractual arrangements between shareholders, potential voting rights, etc., the Group reached the conclusion that it has de facto control over these subsidiaries. Please refer to Note 4(3) for further details.
- (2) Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
A. Fair value of financial instruments
Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the income approach (for example the discounted cash flow model) or market
135
approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.
B. Impairment of non-financial assets
An impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date less incremental costs that would be directly attributable to the disposal of the asset or cash generating unit. The value in use calculation is based on a discounted cash flow model. The cash flows projections are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset’s performance of the cash generating unit being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.
C. Pension benefits
The cost of post-employment benefit and the present value of the pension obligation under defined benefit pension plans are determined using actuarial valuations. An actuarial valuation involves making various assumptions. These include the determination of the discount rate and future salary increases. Please refer to Note 6 for more details.
D. Accounts receivables-estimation of impairment loss
The Group estimates the impairment loss of accounts receivables at an amount equal to lifetime expected credit losses. The credit loss is the present value of the difference between the contractual cash flows that are due under the contract (carrying amount) and the cash flows that expects to receive (evaluate forward looking information). However, as the impact from the discounting of short-term receivables is not material, the credit loss is measured by the undiscounted cash flows. Where the actual future cash flows are lower than expected, a material impairment loss may arise. Please refer to Note 6 for more details.
E. Income tax
Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective
136
counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective Group Group's domicile.
Deferred tax assets are recognized for all carryforward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies. Please refer to Note 6 for disclosure on unrecognized deferred tax assets of the Group as of December 31, 2020.
6. Contents of Significant Accounts
- (1) Cash and cash equivalents
| Cash on hand and petty cash Checking accounts and demand deposits Time deposits Cash equivalents (Note) Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $5,725 2,018,122 290,317 171,205 |
$5,717 2,889,952 653,561 136,291 |
|
| $2,485,369 | $3,685,521 |
Note: The Cash equivalents is Bank’s short-term bill that have maturity within 3 months.
- (2) Financial assets at fair value through profit or loss, current
| Mandatorily measured at fair value through profit or loss: Fund |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
$994 |
$949 |
Financial assets at fair value through profit or loss were not pledged.
- (3) Financial assets at fair value through other comprehensive income
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| Equity instrument investments measured at fair value through other comprehensive income: Listed companies’ stocks Unlisted companies’ stocks Total Current Non-current Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $1,418,938 542,717 |
$1,516,095 715,008 |
|
| $1,961,655 | $2,231,103 | |
| $762,048 1,199,607 |
$723,269 1,507,834 |
|
| $1,961,655 | $2,231,103 |
Please refer to Note 8 for more details on financial assets at fair value through other comprehensive income under pledge.
In consideration of the Group’s investment strategy, the Group sold, and derecognized partial equity instrument investments measured at fair value through other comprehensive income. Details on derecognition of such investments for the years ended December 31, 2020 and 2019 are as follow:
| e as follow: | ||
|---|---|---|
| The fair value of the investments at the date of derecognition The cumulative gain or loss on disposal reclassified from other equity to retained earnings |
For the years ended December 31, |
|
| 2020 | 2019 | |
$214,428 (88,663) |
$122,630 8,753 |
(4) Financial assets measured at amortized cost
| Time deposit Restricted cash - demand deposits Total Current Non-current Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $152,363 15,178 |
$115,330 85,782 |
|
| $167,541 | $201,112 |
|
| $145,063 22,478 |
$108,030 93,082 |
|
| $167,541 | $201,112 |
Please refer to Note 8 for more details on financial assets measured at amortized cost under pledge.
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(5) Notes receivable
| Notes receivables arising from operating activities Less: loss allowance Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $1,665,619 (1,273) |
$1,409,876 (752) |
|
| $1,664,346 | $1,409,124 |
Notes receivable were not pledged.
The Group adopted IFRS 9 for impairment assessment. Please refer to Note 6(20) for more details on loss allowance and Note 12 for more details on credit risk
(6) Accounts receivable, accounts receivable - related parties, and long - term receivable
Accounts receivable and accounts receivable - related parties
| counts receivable and accounts receivable-related parties | ||
|---|---|---|
| Accounts receivable Less: loss allowance Subtotal Accounts receivable - related parties Less: loss allowance Subtotal Total |
As of December 31, | |
| 2020 | 2019 | |
| $5,860,507 (67,223) |
$6,492,259 (99,170) |
|
| 5,793,284 | 6,393,089 | |
| 7,094 - |
3,976 - |
|
| 7,094 | 3,976 |
|
| $5,800,378 | $6,397,065 |
Long-term receivable
| ng-term receivable | ||
|---|---|---|
| Construction retainage receivable Overdue receivables Subtotal Less: loss allowance Total |
As of December 31, | |
| 2020 | 2019 | |
| $1,352,463 361,805 |
$665,433 402,168 |
|
| 1,714,268 (110,126) |
1,067,601 (143,180) |
|
| $1,604,142 | $924,421 |
Accounts receivable and long - term receivable were not pledged.
Other long-term receivable
| her long-term receivable | ||
|---|---|---|
| Receivable on sold of subsidiary | As of December 31, | |
| 2020 | 2019 | |
| $- | $323,284 |
Please refer to Note 6(27) for more detail.
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Accounts receivable are generally on 30-120 day terms. The total carrying amount as of December 31, 2020 and 2019 were NT$7,581,869 thousand and NT$7,563,836 thousand, respectively. Please refer to Note 6(20) for more details on loss allowance of accounts receivable for the years ended December 31, 2020 and 2019. Please refer to Note 12 for more details on credit risk management.
- (7) Inventories
| Inventories | ||
|---|---|---|
| Raw materials Building for sale Land of construction Work in process Finished goods Total |
As of December 31, | |
| 2020 | 2019 | |
| $403,302 79,872 210,367 24,357 35,078 |
$196,468 79,872 210,367 26,738 46,892 |
|
| $752,976 | $560,337 |
For the year ended December 31, 2020, the Group recognized the cost of inventories in expense amounted to NT$13,478,428 thousand, including gain from price recovery of inventories NT$3,298 thousand.
For the year ended December 31, 2019, the Group recognized the cost of inventories in expense amounted to NT$15,643,730 thousand, including gain from price recovery of inventories NT$2,366 thousand.
Due to the rising market price of cement in 2020 and 2019, the Group generated the gain from price recovery of inventories.
Please refer to Note 8 for more details on land of construction under pledge.
- (8) Investments accounted for using the equity method
The following table lists the investments accounted for using the equity method of the Group:
| As of December 31, | As of December 31, | As of December 31, | As of December 31, | |
|---|---|---|---|---|
| 2020 | 2019 | |||
| Carrying amount |
Percentage of ownership(%) |
Carrying amount |
Percentage of ownership(%) |
|
| Investees | ||||
| Investments in associates: | ||||
| LIANYUAN CONCH CEMENT CO., LTD. | $724,912 | 20% | $740,528 | 20% |
| YANG JUNG LEI JIN BUILDING | - | - | 117,608 | 30% |
| MATERIALS LTD.(Note) | ||||
| RAIXIN QUALITY PRODUCTS LTD. | 16,727 | 39% | 15,735 | 39% |
| Total | $741,639 | $873,871 |
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- Note
:The Group disposed the capital of YANG JUNG LEI JIN BUILDING MATERIALS LTD. in May 2020. The consideration of disposal was RMB$30,000 thousand, and the gain of disposal was RMB$5,396 thousand.
The Group’s investments listed above are not individually material. The aggregate carrying amount of the Group’s investments in associates is NT$741,639 thousand and NT$873,871 thousand as of December 31, 2020 and 2019, respectively. The aggregate financial information as follows:
| follows: | ||
|---|---|---|
| Profit or loss from continuing operations Other comprehensive income (post-tax) Total comprehensive income |
For the years ended December 31, |
|
| 2020 | 2019 | |
| $121,167 - |
$129,637 (374) |
|
| $121,167 | $129,263 |
The associates had no contingent liabilities or capital commitments as of December 31, 2020 and 2019.
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(9) Property, plant and equipment
Owner occupied property, plant and equipment
| Cost: As of January 1, 2020 Additions Disposals Transfers Exchange effect As of December 31, 2020 As of January 1, 2019 Additions Disposals Disposal of subsidiaries Transfers Exchange effect Other changes As of December 31, 2019 Depreciation: As of January 1, 2020 Depreciation Disposals Transfers Exchange effect As of December 31, 2020 As of January 1, 2019 Depreciation Disposals Disposal of subsidiaries Transfers Exchange effect As of December 31, 2019 Impairment: As of January 1, 2020 Impairment Exchange effect As of December 31, 2020 As of January 1, 2019 Impairment Exchange effect As of December 31, 2019 Net carrying amount as of: December 31, 2020 December 31, 2019 |
Land | Buildings | Machinery and equipment |
Office equipment |
Transportation equipment |
Leased assets and land Improvements |
Construction in progress and equipment awaiting examination |
Other equipment |
Total |
|---|---|---|---|---|---|---|---|---|---|
| $5,005,016 63,660 - 13,800 - |
$1,712,984 31,686 (11,610) 145,495 7,301 |
$2,709,514 77,119 (38,216) 15,738 4,773 |
$23,793 3,347 (217) (379) 336 |
$2,515,682 104,798 (130,468) 73,885 (65,455) |
$131,690 4,879 (2,664) 1,682 - |
$1,210,726 173,717 - (169,177) 13 |
$200,629 8,010 (24,443) 331 278 |
$13,510,034 467,216 (207,618) 81,375 (52,754) |
|
| $5,082,476 | $1,885,856 | $2,768,928 | $26,880 | $2,498,442 | $135,587 | $1,215,279 | $184,805 | $13,798,253 | |
| $5,493,891 - (431) - (488,444) - - |
$2,579,871 26,858 (3,811) (854,902) 14,571 (49,603) - |
$4,859,517 94,485 (71,505) (2,086,302) 5,543 (92,104) (120) |
$74,253 2,888 (2,196) (48,634) - (2,518) - |
$2,414,908 46,564 (83,629) (49,613) 215,574 (28,122) - |
$132,613 1,641 (430) - (2,134) - - |
$545,129 256,971 - (1,008) 409,672 (38) - |
$219,236 11,247 (30,352) - 868 (370) - |
$16,319,418 440,654 (192,354) (3,040,459) 155,650 (172,755) (120) |
|
| $5,005,016 | $1,712,984 | $2,709,514 | $23,793 | $2,515,682 | $131,690 | $1,210,726 | $200,629 | $13,510,034 | |
| $- - - - - |
$942,513 68,327 (11,610) (857) 3,898 |
$2,101,508 106,301 (37,311) (7,044) 4,009 |
$18,266 2,280 (179) (176) 246 |
$1,013,855 150,919 (126,202) 1,865 (17,420) |
$116,060 8,269 (2,664) - - |
$- - - - - |
$151,433 11,850 (24,421) 4,776 79 |
$4,343,635 347,946 (202,387) (1,436) (9,188) |
|
| $- | $1,002,271 | $2,167,463 | $20,437 | $1,023,017 | $121,665 | $- | $143,717 | $4,478,570 | |
| $- - - - - - |
$1,188,720 80,678 (3,643) (303,269) - (19,973) |
$3,503,593 199,359 (70,412) (1,465,475) - (65,557) |
$60,929 2,286 (1,944) (40,926) - (2,079) |
$1,012,696 132,295 (83,035) (39,326) - (8,775) |
$104,207 14,417 (430) - (2,134) - |
$- - - - - - |
$168,876 12,685 (30,318) - 225 (35) |
$6,039,021 441,720 (189,782) (1,848,996) (1,909) (96,419) |
|
| $- | $942,513 | $2,101,508 | $18,266 | $1,013,855 | $116,060 | $- | $151,433 | $4,343,635 | |
| $215,335 - - |
$322 - - |
$987 - - |
$- - - |
$29,980 - (1,500) |
$- - - |
$- - - |
$268 - - |
$246,892 - (1,500) |
|
| $215,335 | $322 | $987 | $- | $28,480 | $- | $- | $268 | $245,392 | |
| $215,335 - - |
$322 - - |
$987 - - |
$- - - |
$30,720 - (740) |
$- - - |
$- - - |
$268 - - |
$247,632 - (740) |
|
| $215,335 | $322 | $987 | $- | $29,980 | $- | $- | $268 | $246,892 | |
| $4,867,141 | $883,263 | $600,478 | $6,443 | $1,446,945 | $13,922 | $1,215,279 | $40,820 | $9,074,291 | |
| $4,789,681 | $770,149 | $607,019 | $5,527 | $1,471,847 | $15,630 | $1,210,726 | $48,928 | $8,919,507 |
Components of building that have different useful lives are main building structure, equipment of pre-mixed concrete, air conditioning units and elevators, which are depreciated over 55 years, 5~20 years, 8 years and 15 years, respectively.
142
Please refer to Note 8 for more details on property, plant and equipment under pledge.
Part of the property, plant and equipment were held temporarily under third parties’ names because of regulatory requirements. The relevant security procedures have been fully implemented.
(10) Investment property
| Cost: As of January 1, 2020 Additions from acquisitions Disposals Transfers As of December 31, 2020 As of January 1, 2019 Additions from acquisitions Disposals Transfers As of December 31, 2019 Depreciation: As of January 1, 2020 Depreciation Disposals Transfers As of December 31, 2020 As of January 1, 2019 Depreciation Disposals As of December 31, 2019 Impairment: As of January 1, 2020 Impairment Transfers As of December 31, 2020 As of January 1, 2019 Impairment Transfers As of December 31, 2019 Net carrying amount as of: December 31, 2020 December 31, 2019 |
Land | Buildings | Total |
|---|---|---|---|
| $3,322,780 5,169 - - |
$2,056,224 3,551 (35,425) (278,290) |
$5,379,004 8,720 (35,425) (278,290) |
|
| $3,327,949 | $1,746,060 | $5,074,009 | |
| $3,352,794 - (84,815) 54,801 |
$2,463,978 776 (409,750) 1,220 |
$5,816,772 776 (494,565) 56,021 |
|
| $3,322,780 | $2,056,224 | $5,379,004 | |
| $- - - - |
$1,091,406 41,475 (23,092) (25,105) |
$1,091,406 41,475 (23,092) (25,105) |
|
| $- | $1,084,684 | $1,084,684 | |
| $- - - |
$1,220,406 45,751 (174,751) |
$1,220,406 45,751 (174,751) |
|
| $- | $1,091,406 | $1,091,406 | |
| $- - - |
$12,954 - - |
$12,954 - - |
|
| $- | $12,954 | $12,954 | |
| $- - - |
$12,954 - - |
$12,954 - - |
|
| $- | $12,954 | $12,954 | |
| $3,327,949 | $648,422 | $3,976,371 | |
| $3,322,780 | $951,864 | $4,274,644 |
143
| Rental income from investment property Less: Direct operating expense generated from rental income of investment property Total |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $139,902 (84,707) |
$163,184 (84,251) |
|
| $55,195 | $78,933 |
Please refer to Note 8 for more details on investment property under pledge.
Investment properties held by the Group are not measured at fair value but for which the fair value is disclosed. The fair value measurements of the investment properties are categorized within Level 3. The fair value of investment properties was NT$11,602,266 thousand as of December 31, 2020. The fair value NT$60,592 thousand has been determined based on valuations performed by an independent valuer. The valuation method used are comparison approach and income approach. The remaining NT$11,541,674 thousand was assessed by the Group. The valuation method used is land development analysis approach which supporting by market evidence and current land value.
The fair value of investment properties was NT$11,828,962 thousand as of December 31, 2019. The fair value NT$7,748,662 thousand has been determined based on valuations performed by an independent valuer. The valuation method used are comparison approach and income approach. The remaining NT$4,080,300 thousand was assessed by the Group. The valuation method used is land development analysis approach which supporting by market evidence and current land value.
Part of the Investment property were held temporarily under third parties’ names because of regulatory requirements. The relevant security procedures have been fully implemented.
144
(11) Intangible assets
Cost: As of January 1, 2020 Addition-acquired separately Disposals Transfers Exchange effect As of December 31, 2020 As of January 1, 2019 Addition-acquired separately Disposals Disposal of subsidiaries Transfers Exchange effect As of December 31, 2019 Amortization: As of January 1, 2020 Amortization Transfers Exchange effect As of December 31, 2020 As of January 1, 2019 Amortization Disposals Disposal of subsidiaries Transfers Exchange effect Other changes As of December 31, 2019 Net carrying amount as of: December 31, 2020 December 31, 2019 |
Miningright | Concession | Computer software |
Total |
|---|---|---|---|---|
| $- - - - - |
$3,994,792 7,189 (1,927) 278,290 - |
$39,513 6,003 - 125 15 |
$4,034,305 13,192 (1,927) 278,415 15 |
|
| $- | $4,278,344 | $45,656 | $4,324,000 | |
| $302,326 16,681 - (307,694) - (11,313) |
$3,966,110 28,682 - - - - |
$40,049 8,998 (7,704) (1,006) (749) (75) |
$4,308,485 54,361 (7,704) (308,700) (749) (11,388) |
|
| $- | $3,994,792 | $39,513 | $4,034,305 | |
| $- - - - |
$294,111 95,114 29,378 - |
$22,781 7,497 - 15 |
$316,892 102,611 29,378 15 |
|
| $- | $418,603 | $30,293 | $448,896 | |
| $5,456 5,394 - (10,453) - (397) - |
$200,722 94,316 - - - - (927) |
$23,693 8,099 (7,704) (1,006) (225) (76) - |
$229,871 107,809 (7,704) (11,459) (225) (473) (927) |
|
| $- | $294,111 | $22,781 | $316,892 | |
$- |
$3,859,741 | $15,363 |
$3,875,104 | |
| $- | $3,700,681 | $16,732 | $3,717,413 |
Recognized as amortized amount of intangible assets are as follows.
145
| Operating costs Operating expenses |
2020 | 2019 |
|---|---|---|
| $95,713 | $93,776 |
|
| $6,898 | $14,033 |
(12) Short-term loans
| Unsecured bank loans Secured bank loans Total Interest rates Credit bank loans Secured bank loans |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $300,000 1,000,000 |
$1,666,000 1,264,000 |
|
| $1,300,000 | $2,930,000 | |
| 0.85%~0.88% 0.85%~0.88% |
1.00%~1.07% 1.00%~1.09% |
The Group’s unused short-term lines of credits amount (including short-term loans and long-term loans) to NT$9,110,549 thousand and NT$5,972,000 thousand as of December 31, 2020 and 2019, respectively.
Please refer to Note 8 for more details on assets pledged as security for short-term loans.
(13) Short-term notes and bills payable
| Guarantee institution | As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| Guaranteed by bank Less :Unamortised discountNet Interest rates |
$- - |
$2,960,000 (1,672) |
| $- | $2,958,328 | |
| - | 0.55%~1.048% |
Please refer to Note 8 for more details on assets pledged as security for short-term notes and bills payable.
- (14) Long-term loans
146
Details of long-term loans as of December 31, 2020 and 2019 are as follows:
| Lenders | As of December 31, 2020 |
Maturitydate and terms of repayment |
|---|---|---|
| Secured long-term loan Syndicated loans from Bank of Taiwan Cooperative (Note) Bank of KGI O-Bank Bank of Taiwan Bank of Taiwan Unsecured long-term loan Bank of KGI Bank of Taiwan Bank of Taiwan Subtotal Less: Organization cost Current portion Non-current portion Interest rates |
$1,724,000 220,000 200,000 400,000 450,000 380,000 400,000 450,000 |
Effective October 11, 2018. Since the first use date, principal is repaid in 29 half-yearly payments; interest paid every quarter. Supplemental contract signed on July 14, 2020, the payment terms was changed to below: From October 11, 2020 to April 11, 2022 is the grace period for repayment of the loan principal; repayment of the principal NT$49,000 thousand from October 11, 2022 to April 11, 2032. The last payment will pay off the principal and interest on October 11, 2032. Revolving use within the credit period and the repayment will be due in a lump-sum payment on the expiration of the term. Revolving use within the credit period and the repayment will be due in a lump-sum payment on the expiration of the term. Effective December 25, 2018, principal is repaid in 10 half-yearly payments, the 1ndto 4ndpayments will be NT$25,000 thousand, 5ndto 8ndpayments will be NT$50,000 thousand and 9ndto 10nd payments will be NT$100,000 thousand; interest paid every month. Effective December 25, 2019, principal is repaid in 10 half-yearly payments, the 1ndto 4ndpayments will be NT$25,000 thousand, 5ndto 8ndpayments will be NT$50,000 thousand and 9ndto 10nd payments will be NT$100,000 thousand; interest paid every month. Revolving use within the credit period and the repayment will be due in a lump-sum payment on the expiration of the term. Effective December 25, 2018, principal is repaid in 10 half-yearly payments, the 1ndto 4ndpayments will be NT$25,000 thousand, 5ndto 8ndpayments will be NT$50,000 thousand and 9ndto 10nd payments will be NT$100,000 thousand; interest paid every month. Effective December 25, 2019, principal is repaid in 10 half-yearly payments, the 1ndto 4ndpayments will be NT$25,000 thousand, 5ndto 8ndpayments will be NT$50,000 thousand and 9ndto 10nd payments will be NT$100,000 thousand; interest paid every month. |
| 4,244,000 (4,759) |
||
| 4,219,241 (300,000) |
||
| $3,919,241 | ||
| 0.8871%~1.5895% |
147
As of December
| As of December | |||
|---|---|---|---|
| Lenders | 31, 2019 | Maturitydate and terms of repayment | |
| Secured long-term loan Syndicated loans from Bank of Taiwan Cooperative (Note) Bank of KGI Bank of Taiwan Bank of Taiwan Unsecured long-term loan Bank of KGI Bank of Taiwan Bank of Taiwan Subtotal Less: Organization cost Current portion Non-current portion Interest rates |
$1,793,000 220,000 450,000 500,000 380,000 450,000 500,000 |
Effective October 11, 2018. Since the first use date, principal is repaid in 29 half-yearly payments. The 1ndto 28ndpayments will be NT$69,000 thousand, The last payment will pay off the principal and interest. Revolving use within the credit period and the repayment will be due in a lump-sum payment on the expiration of the term. Effective December 25, 2018, principal is repaid in 10 half-yearly payments, the 1ndto 4ndpayments will be NT$25,000 thousand, 5ndto 8ndpayments will be NT$50,000 thousand and 9ndto 10nd payments will be NT$100,000 thousand; interest paid every month. Effective December 25, 2019, principal is repaid in 10 half-yearly payments, the 1ndto 4ndpayments will be NT$25,000 thousand, 5ndto 8ndpayments will be NT$50,000 thousand and 9ndto 10nd payments will be NT$100,000 thousand; interest paid every month. Revolving use within the credit period and the repayment will be due in a lump-sum payment on the expiration of the term. Effective December 25, 2018, principal is repaid in 10 half-yearly payments, the 1ndto 4ndpayments will be NT$25,000 thousand, 5ndto 8ndpayments will be NT$50,000 thousand and 9ndto 10nd payments will be NT$100,000 thousand; interest paid every month. Effective December 25, 2019, principal is repaid in 10 half-yearly payments, the 1ndto 4ndpayments will be NT$25,000 thousand, 5ndto 8ndpayments will be NT$50,000 thousand and 9ndto 10nd payments will be NT$100,000 thousand; interest paid every month. |
|
| 4,293,000 (5,164) |
|||
| 4,287,836 (338,000) |
|||
| $3,949,836 | |||
| 1.05%~2.0105% |
Note: Subsidiary TAIPEI PORT TERMINAL COMPANY LIMITED borrowed syndicated loans which is led by Bank of Taiwan Cooperative. The total credit line of the 20-year loan was NT$2,700,000 thousand and the loan agreement was signed in October 2011. Land use rights and part of property, plant and equipment acquired under the contract, Bulk & General Cargo Terminal No.2 of Taipei Port building and operating, were pledged as collateral for secured loans. When the Company become operation officially after completing the construction of the terminal, the Company need to observe two financial ration based on the clause in the next fiscal year a) Ratio of Liability to Equity shall not exceed 200%; b) Interest Coverage Ratio may not be less than 2. The ratio of liability to equity and interest coverage ratio were tested per year.
The Company already completing the construction of the terminal in December, 2017, and staring to operation. Supplemental agreement for the syndicated loans has been signed on
148
July 14, 2020. The Company need to maintain the a) Ratio of Liability to Equity shall not exceed 200% as of December 31, 2019 and b) Interest Coverage Ratio may not be less than 2 as of December 31, 2021. If not, TAIPEI PORT TERMINAL COMPANY LIMITED should pay to bank the compensation fee which is 0.05% of the outstanding principal balance to the bank.
The Group’s unused long-term lines of credits amount was contained by short-term lines of credits amount as of December 31, 2020 and 2019, respectively. Please refer to Note 6(12).
Please refer to Note 8 for more details on assets pledged as security for long-term loans.
(15) Long-term notes payable
| Long-term notes payable Less: Unamortised discount Total Interest rates |
2020 | 2019 |
|---|---|---|
| $1,750,000 (1,704) |
$- - |
|
| $1,748,296 | $- | |
| 0.31%~0.34% | - |
The long-term notes and bills payable are a commercial promissory note signed in April 10, 2020 with the Bank of O-bank for a five-year period during January 17, 2017 to January 16, 2022, which will be repaid at the expiration of the contract. The amounts of unused financing facilities were NT$2,700,000 thousand.
Please refer to Note 8 for more details on assets pledged as security for long-term notes and bills payable.
(16) Post-employment benefits
Defined contribution plan
The Company and its domestic subsidiaries adopt a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company and its domestic subsidiaries will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company and its domestic subsidiaries have made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.
Subsidiaries located in the People’s Republic of China will contribute social welfare benefits based on a certain percentage of employees’ salaries or wages to the employees’ individual pension accounts.
Pension benefits for employees of overseas subsidiaries and branches are provided in accordance with the local regulations.
149
Expenses under the defined contribution plan for the years ended December 31, 2020 and 2019 are NT$19,265 thousand and NT$19,404 thousand, respectively.
Defined benefits plan
The Company and its domestic subsidiaries adopt a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company and its domestic subsidiaries contribute an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee. Before the end of each year, the Company and its domestic subsidiaries assess the balance in the designated labor pension fund. If the amount is inadequate to pay pensions calculated for workers retiring in the same year, the Company and its domestic subsidiaries will make up the difference in one appropriation before the end of March the following year.
The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under mandation, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19. The Group expects to contribute NT$38,824 thousand to its defined benefit plan during the 12 months beginning after December 31, 2020.
The average duration of the defined benefits plan obligation is both 12 years as of December 31, 2020 and 2019, respectively.
Pension costs recognized in profit or loss for the years ended December 31, 2020 and 2019:
| Current period service costs Interest expense (income) of net defined benefit liabilities (assets) Total |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $10,500 1,604 |
$11,537 2,372 |
|
| $12,104 | $13,909 |
Changes in the defined benefit obligation and fair value of plan assets are as follows:
150
| Defined benefit obligation Plan assets at fair value Other non-current liabilities - Net defined benefit liabilities recognized on the consolidated balance sheets |
As of December 31, | As of December 31, | As of December 31, |
|---|---|---|---|
| 2020 | 2019 | 2018 | |
| $485,974 (314,215) |
$492,135 (274,789) |
$489,084 (248,827) |
|
| $171,759 | $217,346 | $240,257 |
Reconciliation of liability of the defined benefit plan is as follows:
| As of January 1, 2019 Current period service costs Net interest expense (income) Subtotal Remeasurements of the net defined benefit liability (asset): Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Subtotal Payments from the plan Contributions by employer As of December 31, 2019 Current period service costs Net interest expense (income) Subtotal Remeasurements of the net defined benefit liability (asset): Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Subtotal Payments from the plan Contributions by employer As of December 31, 2020 |
Defined benefit obligation |
Fair value of plan assets |
Benefit liability (asset) |
|
|---|---|---|---|---|
| $489,084 11,537 4,825 |
$(248,827) - (2,453) |
$240,257 11,537 2,372 |
||
| 16,362 | (2,453) | 13,909 | ||
| (355) 14,689 (4,323) |
- - (8,247) |
(355) 14,689 (12,570) |
||
| 10,011 | (8,247) | 1,764 | ||
| (23,322) - |
23,322 (38,584) |
- (38,584) |
||
| 492,135 10,500 3,629 |
(274,789) - (2,025) |
217,346 10,500 1,604 |
||
| 14,129 | (2,025) | 12,104 | ||
| Defined benefit obligation |
Fair value of plan assets |
Benefit liability (asset) |
||
| 183 20,248 (13,893) |
- - (9,021) |
183 20,248 (22,914) |
||
| 6,538 | (9,021) | (2,483) | ||
| (20,828) - |
26,828 (55,208) |
- (55,208) |
||
| $485,974 | $(314,215) | $171,759 |
151
The following significant actuarial assumptions are used to determine the present value of the defined benefit obligation:
| fined benefit obligation: | ||
|---|---|---|
| Discount rate Expected rate of salary increases |
As of December 31, | |
| 2020 | 2019 | |
| 0.32%~0.39% 1.50%~2.00% |
0.69%~0.74% 1.50%~2.00% |
A sensitivity analysis for significant assumption as of December 31, 2020 and 2019 is, as shown below:
| sensitivity analysis for significant own below: |
assumption as of December 31, 2020 and 2019 is, as | assumption as of December 31, 2020 and 2019 is, as | assumption as of December 31, 2020 and 2019 is, as | assumption as of December 31, 2020 and 2019 is, as |
|---|---|---|---|---|
| Discount rate increases by 0.5% Discount rate decreases by 0.5% Future salary increases by 0.5% Future salary decreases by 0.5% |
Effect on the defined benefit obligation | |||
| 2020 | 2019 | |||
| Increase defined benefit obligation |
Decrease defined benefit obligation |
Increase defined benefit obligation |
Decrease defined benefit obligation |
|
$- 30,821 30,309 - |
$(28,404) - - (28,245) |
$- 32,938 32,507 - |
$(24,398) - - (24,344) |
The sensitivity analyses above are based on a change in a significant assumption (for example: change in discount rate or future salary), keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.
There was no change in the methods and assumptions used in preparing the sensitivity analyses compared to the previous period.
(17) Provisions
| As of January 1, 2020 Arising during the period Unused provision reversed As of December 31, 2020 Current-Dec 31, 2020 Non-current-Dec 31, 2020 As of Dec 31, 2020 Current-Dec 31, 2019 Non-current-Dec 31, 2019 As of Dec 31, 2019 |
Maintenance warranties |
Decommissioning, restoration and rehabilitation |
Total |
|---|---|---|---|
| $4,596 - - |
$4,801 2,100 - |
$9,397 2,100 - |
|
| $4,596 | $6,901 |
$11,497 |
|
| $- 4,596 |
$- 6,901 |
$- 11,497 |
|
| $4,596 | $6,901 |
$11,497 | |
| $- 4,596 |
$- 4,801 |
$- 9,397 |
|
| $4,596 | $4,801 |
$9,397 |
Maintenance warranties
152
A provision is recognized for expected warranty claims on construction, based on past experience, management’s judgment and other known factors.
Decommissioning, restoration and rehabilitation
A provision has been recognized for decommissioning costs associated with a factory owned by the Group. The Group is committed to decommissioning the site as a result of the construction of the factory.
(18) Equity
A. Common stock
| Authorized shares (thousand shares) Authorized capital Issued shares (thousand shares) Issued capital |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| 2,000,000 | 2,000,000 | |
| $20,000,000 | $20,000,000 | |
| 1,180,000 | 1,385,000 | |
| $11,800,000 | $13,850,003 |
Each at a par value of NT$10 and each share have one voting right and a right to receive dividends.
Resolved by the Company’s Board of Directors on May 6, 2020, the Company approved to cancel NT$61,910 thousand treasury shares, with 6,191 thousand shares. Record date for capital reduction was May 31, 2020. The registration of capital reduction was completed on June 19, 2020.
To adjust its capital structure and enhancing the return on shareholders’ equity, the Company resolved in its shareholders’ meeting on June 17, 2020 to implement a capital reduction in cash through the cancellation of shares. The total capital reduction amounted to NT$1,988,093 thousand, which represented the cancellation of 198,809 thousand shares (capital reduction ratio was 14.4189%). After the capital reduction, the issued capital was NT$11,800,000 thousand, which represented the 1,180,000 shares. The capital reduction was approved by the Taiwan FSC on July 31, 2020. On August 11, 2020, the Company’s Board of Directors resolved the reference date of the capital reduction was August 11, 2020. The registration of capital reduction was completed on September 1, 2020 and the record date for reverse split and stock conversion was October 15, 2020.
153
B. Capital surplus
| Additional paid-in capital Treasury share transactions The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries Changes in ownership interests in subsidiaries Share-based payments Donated surplus Others Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $551,242 308,382 - 187,289 103,200 13,180 15,261 |
$551,173 307,290 5 187,289 103,200 13,001 15,261 |
|
| $1,178,554 | $1,177,219 |
According to the Company Act, the capital reserve shall not be used except for filling the deficit of the company. When a company incurs no loss, it may distribute the capital reserves related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.
C. Treasury stock
On January 1, 2020, RUEI SHIN CONSTRUCION CO., LTD., transferred its owned assets which is the Company’s stock, to REIXIN ASSET MANAGEMENT INC., because of the business division plan.
The Company resolved at its board meeting on March 17, 2020 to repurchase stock. The Company estimated that 100,000 thousand shares will be repurchased. As of December 31, 2020, the Company had bought back 6,191 thousand shares at a total amount of NT$61,841 thousand. The Company had canceled the buyback shares and registered the change with the MOEA.
The Company resolved in its board of directors’ meeting on August 11, 2020 to implement a capital reduction in cash through the cancellation of shares. The capital reduction ratio was 14.4189%. As of December 31, 2020, the Company’s shares held by the subsidiaries were NT$4,789 thousand represented 3,116 thousand shares after the capital reduction. These shares held by subsidiaries were acquired for the purpose of financing before the amendment of the Company Act on November 12, 2001.
154
As of December 31, 2019, the Company’s shares held by the subsidiaries were NT$10,039 thousand represented 3,641 thousand shares. These shares held by subsidiaries were acquired for the purpose of financing before the amendment of the Company Act on November 12, 2001.
- D. Retained earnings and dividend policies
According to the Company’s Articles of Incorporation, the Company’s annual earnings, if any, shall be distributed as follows:
-
a. Payment of all taxes and dues;
-
b. Offset prior years’ operation losses;
-
c. Set aside 10% of the remaining amount after deducting items a. and b. as legal reserve;
-
d. Set aside or reverse special reserve in accordance with law and regulations; and
-
e. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.
The Company’s business environment is stable, the dividend policy shall be determined pursuant to factors such as the profitability and its future funding requirements, as well as stockholders ‘interest, balancing dividends and the Company’s long-term financial planning. It could be paid in cash or the form of share dividends. Accordingly, at least 10% of the dividends must be paid in the form of cash.
According to the Company Act, a company needs distribute the legal reserve unless where such legal reserve amounts to the total authorized capital. The legal reserve can be used to fill the deficit of a company. When a company incurs no loss, it may distribute the portion of legal reserve which exceeds 25% of the paid-in capital, by issuing new shares or by distributing cash in proportion to the number of shares held by each shareholder.
Following the adoption of TIFRS, the FSC on 6 April 2012 issued Order No. Financial-Supervisory-Securities-Corporate-1010012865. On a public company's first-time adoption of the TIFRS, for any unrealized revaluation gains and cumulative translation adjustments (gains) recorded to shareholders’ equity that the company elects to transfer to retained earnings by application of the exemption under IFRS 1, the company shall set aside an equal amount of special reserve. Following a company’s adoption of the TIFRS for the preparation of its financial reports, when distributing distributable earnings, it shall set aside to special reserve, from the profit/loss of the current period and the undistributed earnings from the previous period, an amount equal to “other net deductions from shareholders’ equity for the current fiscal year, provided that if the company has already set aside special reserve
155
according to the requirements in the preceding point, it shall set aside supplemental special reserve based on the difference between the amount already set aside and other net deductions from shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed.
As of January 1, 2020, and 2019, special reserve set aside for the first-time adoption of T-IFRS amounted to NTD1,874,430 thousand. The Company did not reverse special reserve to retained earnings for the period ended December 31, 2020 and 2019 as a result of the use, disposal of or reclassification of related assets. As of December 31, 2020 and 2019, special reserve set aside for the first-time adoption of T-IFRS amounted to NT$1,874,430 thousand.
Details of the 2020 and 2019 earnings distribution and dividends per share as approved and resolved by the Board of Director’s meeting and shareholders’ meeting on March 15, 2021 and June 17, 2020, are as follows:
| Legal reserve Common stock-cash dividend |
Appropriationofearnings | Appropriationofearnings | Dividend per | share (NT$) |
|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |
| $238,477 1,770,000 |
$110,166 413,643 |
$- 1.50 |
$- 0.30 |
Please refer to Note 6(22) for further details on employees’ compensation and remuneration to directors and supervisors.
E. Non-controlling interests
| Beginning balance Profit attributable to non-controlling interests Other comprehensive income, attributable to non- controlling interests, net of tax: Remeasurements of defined benefit plan Donated surplus Acquisition of subsidiary Acquisition of additional interest in a subsidiary Acquisition of cash divided in a subsidiary Ending balance |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $1,091,518 77,880 288 199 42,000 (1,702) (79,136) |
$1,097,997 84,302 431 40 - (13,619) (77,633) |
|
| $1,131,047 | $1,091,518 |
156
(19) Operating revenue
| Revenue from contracts with customers Sale of goods revenue Other operating revenue (Note) Subtotal Lease revenue Total |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $18,325,646 412,252 |
$17,974,371 867,514 |
|
| 18,737,898 139,902 |
18,841,885 163,184 |
|
| $18,877,800 | $19,005,069 |
Note: Including port revenue, shipment revenue and engineering revenue.
Analysis of revenue from contracts with customers during the year 2020 and 2019 is as follows:
A. Disaggregation of revenue
For the year ended December 31, 2020
| the year ended December 31, 2020 | the year ended December 31, 2020 | |||
|---|---|---|---|---|
| Sale of goods Others Total Timing of revenue recognition: At a point in time the year ended December 31, 2019 Taiwan Segment Sale of goods $13,150,248 Others 865,558 Total $14,015,806 Timing of revenue recognition: At a point in time $14,015,806 |
Taiwan Segment |
Pre-mixed concrete Segment in Mainland China |
Total | |
| $15,157,624 412,002 |
$3,168,022 250 |
$18,325,646 412,252 |
||
| $15,569,626 | $3,168,272 | $18,737,898 | ||
| $15,569,626 | $3,168,272 | $18,737,898 | ||
| Cement Segment in Mainland China |
Pre-mixed concrete Segment in Mainland China |
Total | ||
| $13,150,248 865,558 |
$3,279,917 276 |
$1,544,206 1,680 |
$17,974,371 867,514 |
|
| $14,015,806 | $3,280,193 | $1,545,886 | $18,841,885 | |
| $3,280,193 | $1,545,886 | $18,841,885 |
For the year ended December 31, 2019
157
B. Contract assets and contract liabilities
| Contract liabilities (Advance receipts) | For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $16,014 | $26,272 |
- C. Assets recognized from costs to fulfil a contract
None.
- (20) Expected credit losses
| Operating expenses - Expected credit (gains) losses Notes receivable Accounts receivable Long-term receivable Total |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $521 (23,578) 71,093 |
$(1,000) (21,857) 71,924 |
|
| $48,036 | $49,067 |
Please refer to Note 12 for more details on credit risk.
The credit risk for the Group’s financial assets measured at amortized cost as of December 31, 2020 and 2019 are assessed as low (the same as the assessment result on January 1, 2019). Therefore, the loss allowance is measured at an amount equal to 12-month expected credit losses (loss ratio of 0 %).
The Group measures the loss allowance of its accounts receivables (including note receivables, accounts receivables and long-term receivable) at an amount equal to lifetime expected credit losses. The assessment of the Group’s loss allowance as at December 31, 2020 and 2019 is as follow:
- A. The Group considers the Companying of trade receivables by counterparties’ credit rating, by geographical region and by industry sector and its loss allowance is measured by using a provision matrix, details are as follow:
December 31, 2020
- Group 1: The total carrying amount of notes receivable is NT$1,665,619 thousand, its loss allowance amounting to NT$1,273 thousand which is measured at expected credit loss ratio of 0~15%.
158
| Group 2: Gross carrying amount Loss ratio Lifetime expected credit losses Total |
Not yet due |
Overdue | Overdue | Total | ||
|---|---|---|---|---|---|---|
| 90-180 days |
181-365 days |
1 -2years | >=2years | |||
| $3,911,12 8 -% |
$881,271 3% |
$211,562 3% |
$467,480 3% |
$396,160 4% |
$5,867,60 1 67,223 |
|
| 1,729 | 28,952 | 7,237 | 13,008 | 16,297 | ||
| $3,909,39 9 |
$852,319 | $204,325 | $454,472 | $379,863 | $5,800,37 8 |
-
Group 3: The total carrying amount of overdue receivables is NT$361,805 thousand, its loss allowance amounting to NT$102,021 thousand. Due to the customer with higher credit risk, the loss allowance is measured at expected credit loss ratio of 20%~100%.
-
Group 4: Construction retainage receivable is money held back by a customer until the construction is completed, usually exceed one year and interest-free.
| Gross carrying amount Loss ratio Lifetime expected credit losses Subtotal |
Not yet due |
Overdue | Overdue | Total |
||
|---|---|---|---|---|---|---|
| 90-180 days |
181-365 days |
1 -2years | >=2years | |||
| $720,347 -% |
$190,025 -% |
$238,347 2% |
$203,744 2% |
$- -% |
$1,352,46 3 8,105 |
|
| - | 789 | 3,707 | 3,609 | - | ||
| $720,347 | $189,236 | $234,640 | $200,135 | $- |
$1,344,35 8 |
December 31, 2019
- Group 1: The total carrying amount of notes receivable is NT$1,409,876 thousand, its loss allowance amounting to NT$752 thousand which is measured at expected credit loss ratio of 0~15%.
| Group 2: Gross carrying amount Loss ratio Lifetime expected credit losses Total |
Not yet due |
Overdue | Overdue | Total |
||
|---|---|---|---|---|---|---|
| 90-180 days |
181-365 days |
1 -2years | >=2years | |||
| $4,128,74 1 -% |
$801,891 3% |
$706,795 3% |
$677,925 5% |
$180,883 10% |
$6,496,23 5 99,170 |
|
| 2,093 | 26,582 | 19,501 | 32,817 |
18,177 |
||
| $4,126,64 8 |
$775,309 | $687,294 | $645,108 | $162,706 | $6,397,06 5 |
159
- Group 3: The total carrying amount of overdue receivables is NT$402,168 thousand, its loss allowance amounting to NT$131,027 thousand. Due to the customer with higher credit risk, the loss allowance is measured at expected credit loss ratio of 70%~100%.
Group 4: Construction retainage receivable is money held back by a customer until the construction is completed, usually exceed one year and interest-free.
| Gross carrying amount Loss ratio Lifetime expected credit losses Subtotal |
Not yet due |
Overdue | Overdue | Total |
||
|---|---|---|---|---|---|---|
| 90-180 days |
181-365 days |
1 -2years | >=2years | |||
| $99,269 -% |
$202,583 -% |
$98,186 2% |
$121,511 3% |
$143,884 5% |
$665,433 12,153 |
|
| - | 26 | 1,955 | 3,717 |
6,455 |
||
| $99,269 | $202,557 | $96,231 | $117,794 | $137,429 | $653,280 |
- B. The movement in the loss allowance of Accounts receivable, accounts receivable and long-term receivable during the period ended December 31, 2020 and 2019 is as follows:
| 2020.1.1 Addition/(reversal) for the current period Write off 2020.12.31 2019.1.1 Addition/(reversal) for the current period Write off 2019.12.31 |
Notes receivable |
Accounts receivable |
Long-term receivable |
|---|---|---|---|
| $752 521 - |
$99,170 (23,578) (8,369) |
$143,180 71,093 (104,147) |
|
| $1,273 | $67,223 | $110,126 | |
| Notes receivable |
Accounts receivable |
Long-term receivable |
|
| $1,752 (1,000) - |
$124,421 (21,857) (3,394) |
$87,995 71,924 (16,739) |
|
| $752 | $99,170 | $143,180 |
-
(21) Leases
-
A. Group as a lessee
The Group leases various properties, including real estate such as land and buildings and transportation equipment. The lease terms range from 2 to 50 years.
The Group’s leases effect on the financial position, financial performance and cash flows are as follow:
- a. Amount recognized in the balance sheet
160
(a) Right-of-use Assets
The carrying amount of right-of-use assets
| The carrying amount of right-of-use assets | ||
|---|---|---|
| Land Buildings Transportation equipment Total |
As of December 31, | |
| 2020 | 2019 | |
| $730,946 59,381 2,510 |
$842,991 57,908 4,164 |
|
| $792,837 | $905,063 |
During the years ended December 31, 2020 and 2019, the Group’s additions to right-of-use assets amounting to NT$26,881 thousand and NT$81,907 thousand, respectively.
(b) Lease Liabilities
| Lease Liabilities Current Noncurrent |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $738,618 | $831,605 | |
| 94,248 644,370 |
82,645 748,960 |
During the years ended December 31, 2020 and 2019, please refer to Note 6(23) finance costs for Interest on lease liabilities; please refer to Note 12(5) liquidity risk management for maturity analysis of lease liabilities.
- b. Amounts recognized in the statement of comprehensive income
Depreciation charge for right-of-use assets
| Land Buildings Transportation equipment Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $86,833 15,675 2,438 |
$84,664 17,664 1,593 |
|
| $104,946 | $103,921 |
- c. Income and costs relating to leasing activities
161
| The expenses relating to short-term leases The expenses relating to leases of low-value assets (Not including the expenses relating to short-term leases of low-value assets) |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $3,671 168 |
$2,779 1,038 |
- d. Cash outflows related to leasing activities
During the years ended December 31, 2020 and 2019, the Group’s total cash outflows for leases amounting to NT$110,358 thousand and NT$164,302 thousand.
- e. Other information related to leasing activities
Extension and termination options
Some of the Group’s property rental agreement contain extension and termination options. In determining the lease terms, the non-cancellable period for which the Group has the right to use an underlying asset, together with both periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. These options are used to maximize operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable only by the Group.
After the commencement date, the Group reassesses the lease term upon the occurrence of a significant event or a significant change in circumstances that is within the control of the lessee and affects whether the Group is reasonably certain to exercise an option not previously included in its determination of the lease term, or not to exercise an option previously included in its determination of the lease term.
B. Group as a lessor
Please refer to Note 6(10) for details on the Group’s owned investment properties. Leases of owned investment properties are classified as operating leases as they do not transfer substantially all the risks and rewards incidental to ownership of underlying assets.
| Lease income for operating leases Income relating to fixed lease payments and variable lease payments that depend on an index or a rate |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $139,902 | $163,184 |
Please refer to Note 6(9) for relevant disclosure of property, plant and equipment for operating leases under IFRS 16. For operating leases entered by the Group, the undiscounted lease payments to be received and a total of the amounts for the remaining years as at December 31, 2020 and 2019 are as follows:
162
| Not later than one year Later than one year but not later than two years Later than two years but not later than three years Later than three years but not later than four years Later than four years but not later than five years Later than five years Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $156,770 127,833 106,487 65,187 60,427 368,258 |
$100,521 97,643 96,547 85,912 98,094 596,254 |
|
| $884,962 | $1,074,971 |
- (22) Summary statement of employee benefits, depreciation and amortization expenses by function during the years ended December 31, 2020 and 2019:
| For theyears ended December31, | For theyears ended December31, | For theyears ended December31, | For theyears ended December31, | |||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Operating costs |
Operating expenses |
Total amount |
Operating costs |
Operating expenses |
Total amount |
|
| Employee benefits expense | ||||||
| Salaries | $762,758 | $392,701 | $1,155,459 | $750,032 | $366,419 | $1,116,451 |
| Laborandhealth insurance | 35,325 | 24,759 | 60,084 | 44,931 | 24,480 | 69,411 |
| Pension | 20,279 | 11,090 | 31,369 | 21,619 | 11,694 | 33,313 |
| Other employee benefits expense |
14,296 | 16,068 | 30,364 | 15,802 | 13,903 | 29,705 |
| Depreciation | 446,289 | 48,078 | 494,367 | 513,843 | 77,549 | 591,392 |
| Amortization | 95,713 | 6,898 | 102,611 | 93,776 | 14,033 | 107,809 |
According to the Articles of Incorporation, 3% of profit of the current year is distributable as employees’ compensation and no higher than 3% of profit of the current year is distributable as remuneration to directors. However, the company's accumulated losses shall have been covered. The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition, there to a report of such distribution is submitted to the shareholders’ meeting. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.
Based on profit of the year ended December 31, 2020, the Company estimated the amounts of the employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2020 both to be 3% of profit of the current year, recognized as employee benefits expense. A resolution was passed at a Board of Directors meeting held on March 15, 2021 to distribute NT$79,985 thousand in cash as employees’ compensation and remuneration to directors both of 2020. No material differences exist between the estimated amount and the actual distribution.
A resolution was passed at a Board of Directors meeting held on March 17, 2020 to distribute NT$35,831 thousand in cash as employees’ compensation and remuneration to directors both of 2019. No material differences exist between the estimated amount and the actual
163
distribution.
(23) Non-operating income and expenses
A. Interest income
| Interest income | ||
|---|---|---|
| Cash in the bank Short-term notes Others Total |
For the years ended December 31, |
|
| 2020 | 2019 | |
| $27,749 3,291 107 |
$22,296 2,074 98 |
|
| $31,147 | $24,468 |
B. Other income
| Dividend income Premium overpayment revenue (Note) Others Total |
For the years ended December31, |
For the years ended December31, |
|---|---|---|
| 2020 | 2019 | |
| $91,863 132,619 70,156 |
$88,581 - 67,365 |
|
| $294,638 | $155,946 |
Note : TAIPEI PORT TERMINAL COMPANY LIMITED has renegotionaion the fixed royalty of “Bulk & General Cargo Terminal No.2 of Taipei Port building and operating” with Port of Keeling, Taiwan International Ports Corporation, Ltd. in June 2020. Port of Keeling, Taiwan International Ports Corporation, Ltd. agreed to reduce the rate of royalty fee in June 2020 and returned the overpayment from December 2018 to December 2019.
C. Other gains and losses
| Gain on disposal of property, plant and equipment (Loss)gain on disposal of Investment property Gain on disposal of subsidiaries (Note) Gain on disposal of associates Foreign exchange gain(loss), net Gain on financial assets at fair value through profit or loss Other expense-others Total |
For the years ended December31, |
For the years ended December31, |
|---|---|---|
| 2020 | 2019 | |
| $3,983 (12,333) - 23,085 33,379 30 (13,905) |
$17,249 297,874 478,145 31,294 (55,868) 177 (44,344) |
|
| $34,239 | $724,527 |
Note: Please refer to Note 6(27) for more detail.
164
D. Finance costs
| Finance costs | ||
|---|---|---|
| Interest on borrowings from bank Interest on notes payable Interest on bonds payable Interest on lease liabilities Total |
For the years ended December31, |
|
| 2020 | 2019 | |
| $(85,283) (8,099) - (5,572) |
$(85,220) (19,632) (14,000) (9,133) |
|
| $(98,954) | $(127,985) |
(24) Components of other comprehensive income
For the year ended December 31, 2020
| Income tax | |||||
|---|---|---|---|---|---|
| relating to | |||||
| Reclassificatio | Other | components of | Other | ||
| n adjustments | comprehensiv | other | comprehensiv | ||
| Arising during | during the | e income, | comprehensive | e income, net | |
| theperiod | period |
before tax | income | of tax | |
| Not to be reclassified to profit or loss in subsequent | |||||
| periods: | |||||
| Remeasurements of defined benefit plans | $2,483 | $- |
$2,483 | $(497) |
$1,986 |
| Unrealized gains on fair value through | |||||
| other comprehensive income equity instrument | |||||
| investment | (146,497) | - |
(146,497) | - |
(146,497) |
| To be reclassified to profit or loss in subsequent | |||||
| periods: | |||||
| Exchange differences resulting from translating the | |||||
| financial statements of a foreign operation | (54,895) | - |
(54,895) | - |
(54,895) |
| Total of other comprehensive (loss) income | $(198,909) | $- |
$(198,909) | $(497) |
$(199,406) |
| For the year ended December 31, 2019 | |||||
| Income tax | |||||
| relating to | |||||
| Reclassificatio | Other | components of | Other | ||
| n adjustments | comprehensiv | other | comprehensiv | ||
| Arising during | during the | e income, | comprehensive | e income, net | |
| theperiod | period |
before tax | income | of tax | |
| Not to be reclassified to profit or loss in subsequent | |||||
| periods: | |||||
| Remeasurements of defined benefit plans | $(1,764) | $- |
$(1,764) | $353 |
$(1,411) |
| Unrealized gains on fair value through | |||||
| other comprehensive income equity instrument | |||||
| investment | 222,803 | - |
222,803 | - |
222,803 |
| To be reclassified to profit or loss in subsequent | |||||
| periods: | |||||
| Exchange differences resulting from translating the | |||||
| financial statements of a foreign operation | (60,000) | - |
(60,000) | - |
(60,000) |
| Share of other comprehensive loss of associates and | |||||
| joint ventures accounted for under the equity | |||||
| method | (374) | - | (374) | - | (374) |
| Total of other comprehensive (loss) income | $160,665 | $- |
$160,665 | $353 |
$161,018 |
165
(25) Income tax
The major components of income tax expense (income) are as follows:
Income tax expense (income) recognized in profit or loss
| Current income tax expense (income): Current income tax charge Adjustments in respect of current income tax of prior periods Deferred tax expense (income): Deferred tax expense (income) relating to origination and reversal of temporary differences Deferred tax expense (income) relating to origination and reversal of tax loss and tax credit Tax expense (income) recognized in the period for previously unrecognized tax loss, tax credit or temporary difference of prior periods Total income tax (income) expense |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $456,644 (3,747) 45,568 (13,254) (330,224) |
$153,997 (3,418) (204,414) 180,795 (42,097) |
|
| $154,987 | $84,863 |
Income tax relating to components of other comprehensive income
| Deferred tax expense: Remeasurements of defined benefit plans Income tax related to components of other comprehensive (loss) income |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $497 | $(353) | |
| $497 | $(353) |
A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
166
| Accounting profit before tax from continuing operations Tax at the domestic rates applicable to profits in the country concerned Tax effect of revenues exempt from taxation Tax effect of deductible expenses from taxation Tax effect of non-deductible expenses from taxation Tax effect of deferred tax assets / liabilities Others Basic tax 5% surtax on unappropriated retained earnings Adjustments in respect of current income tax of prior periods Total income tax expense recognized in (profit) or loss |
For the years ended December31, |
For the years ended December31, |
|---|---|---|
| 2020 $2,705,794 $623,151 (120,566) (54,314) - (316,118) (2,270) - 28,851 (3,747) $154,987 |
2019 | |
| $1,270,824 | ||
| $242,125 (151,569) - 2,820 (32,725) 45 21,291 6,294 (3,418) |
||
| $84,863 |
Deferred tax assets (liabilities) relate to the following:
For the year ended December 31, 2020
| Temporary differences Unrealized exchange losses Unrealized exchange gains Loss allowance Inventory valuation losses Impairment losses Components of buildings Defined benefit liabilities Increment tax on land value payable Others Unused taxable loss Deferred tax (expense)/income Net deferred tax assets/(liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Beginning balance as of January 1, 2020 |
Deferred tax income (expense) recognized in profit or loss |
Deferred tax income (expense) recognized in other comprehensi ve income |
Ending balance as of December 31, 2020 $3,181 (3,712) 14,625 1,868 649,207 16,836 66,530 (635,269) 2,164 35,369 $150,799 $789,780 $(638,981) |
|---|---|---|---|---|
| $3,588 (738) 27,790 2,139 318,983 25,599 75,648 (635,269) 1,915 33,731 |
$(407) (2,974) (13,165) (271) 330,224 (8,763) (8,621) - 249 1,638 |
$- - - - - - (497) - - - |
||
| $(146,614) | $297,910 | $(497) |
||
$489,393 |
||||
| $(636,007) |
For the year ended December 31, 2019
167
| Temporary differences Unrealized exchange losses Unrealized exchange gains Loss allowance Inventory valuation losses Impairment losses Components of buildings Defined benefit liabilities Increment tax on land value payable Unrealized gains from financial assets Others Unused taxable loss Unused tax credits Deferred tax (expense)/income Net deferred tax assets/(liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Beginning balance as of January 1, 2019 |
Deferred tax income (expense) recognized in profit or loss |
Deferred tax income (expense) recognized in other comprehensi ve income |
Disposal of subsidiaries |
Ending balance as of December 31, 2019 |
|---|---|---|---|---|---|
$3,130 (5,007) 23,332 2,612 112,120 29,302 80,231 (635,268) (58) 1,526 255,184 133,051 |
$458 4,269 4,458 (473) 206,863 69 (4,936) (635,268) 58 389 (12,387) (133,051) |
$- - - - - - 353 - - - - - |
$- - - - - (3,772) - - - - (209,066) - |
$3,588 (738) 27,790 2,139 318,983 25,599 75,648 (635,269) - 1,915 33,731 - |
|
$155 |
$65,716 | $353 |
$(212,838) | $(146,614) | |
| $640,488 | $489,393 | ||||
$(640,333) |
$(636,007) |
The following table contains information of the unused tax losses in Taiwan of the Group:
| Occurredyear |
Deficit amounts | Unused tax losses | Unused tax losses | Last credityear |
|---|---|---|---|---|
2020 |
2019 |
|||
| 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 |
$12,307 479 475 54,247 661 776 1,459 112,524 209,176 168,470 26,519 |
$- 479 423 676 661 776 1,459 1,497 45,180 163,786 26,519 |
$455 479 475 1,220 661 776 1,459 3,263 134,688 168,470 - |
2020 2021 2022 2123 2024 2025 2026 2027 2028 2029 2030 |
| $241,456 | $311,946 |
The following table contains information of the unused tax losses in Mainland Chain of the
168
Group:
| Occurredyear |
Deficit amounts | Unused tax | losses as of | Last credityear |
|---|---|---|---|---|
2020 |
2019 | |||
| 2016 2017 |
$409,630 114,238 |
$- - |
$51,451 10,975 |
2021 2022 |
| $- | $62,426 |
Details of the Company’s unused tax credit are as follows:
| Laws and regulations | Credits item |
Unused balance | Unused balance | Last credityear |
|---|---|---|---|---|
| 2020 | 2019 |
|||
| Statute for Promoting Private Participation in Public Construction |
Investment tax credit |
$- | $60,000 | 2020 |
Unrecognized deferred tax assets
As of December 31, 2020, and 2019, deferred tax assets that have not been recognized amount to NT$237,326 thousand and NT$676,232 thousand, respectively.
Unrecognized deferred tax liabilities relating to the investment in subsidiaries
The Group did not recognize any deferred tax liability for taxes that would be payable on the unremitted earnings of the Group’s overseas subsidiaries, as the Group has determined that undistributed profits of its subsidiaries will not be distributed in the foreseeable future. As of December 31, 2020, and 2019, the taxable temporary differences associated with investment in subsidiaries, for which deferred tax liability has not been recognized, aggregate to NT$335,520 thousand and NT$273,009 thousand, respectively.
As of December 31, 2020, the assessment of the income tax returns of the Group and its subsidiaries is as follows:
| The Company KUNYUNG CONSTRUCTION & ENGINEERING CO., LTD RUEI SHIN CONSTRUCTIN CO., LTD. WELLPOOL CO., LTD. GAPE-GOLDSUN CORPORATION GOLDSUN NIHON CEMENT CO., LTD. TAIPEI PORT TERMINAL COMPANY |
The assessment of income tax returns | Notes |
|---|---|---|
| Assessed and approved up to 2018 Assessed and approved up to 2018 Assessed and approved up to 2018 Assessed and approved up to 2018 Assessed and approved up to 2018 Assessed and approved up to 2018 Assessed and approved up to 2018 |
None. |
169
The assessment of income tax returns Notes
LIMITED
HUA YA DEVELOPMENT CO., LTD. GOLDSUN INNOVATIVE BUILDING MATERIALS CO., LTD.
GOYU BUILDING MATERIALS CO., LTD. GIMPO MARINE CO., LTD.
Assessed and approved up to 2019
Assessed and approved up to 2019
Assessed and approved up to 2018 Assessed and approved up to 2018
- (26) Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
| A.Basic earnings per share Profit attributable to ordinary equity holders of the Company (in thousands) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Basic earnings per share (NT$) B.Diluted earnings per share Profit attributable to ordinary equity holders of the Company (in thousands) Profit attributable to ordinary equity holders of the Company after dilution (in thousands) Effect of dilution: |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $2,472,927 | $1,101,659 | |
| 1,299,128 | 1,381,359 | |
| $1.90 | $0.80 | |
| 2020 | 2019 | |
| $2,472,927 | $1,101,659 | |
| 1,299,128 | 1,381,359 |
170
| Employee bonus-stock (in thousands) Weighted average number of ordinary shares outstanding after dilution (in thousands) Diluted earnings per share (NT$) |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| 3,935 | 2,488 | |
| 1,303,063 | 1,383,847 | |
| $1.90 | $0.80 |
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of the financial statements.
-
(27) Changes in ownership interests in subsidiaries
-
A. Acquisition of shares issued by subsidiaries
In 2020, the Company acquired an additional 0.15% of the voting shares of WELLPOOL CO., LTD., A cash consideration of NT$2,899 thousand was paid to the non-controlling interest shareholders. Therefore, the difference between the actual acquisition and the book value, amounting to NT$5 thousand and NT$1,192 thousand recognized as a decrease in paid-in capital and unappropriated earnings, respectively.
In 2019, the Company acquired an additional 2% of the voting shares of WELLPOOL CO., LTD., increasing its ownership to 51%. A cash consideration of NT$28,128 thousand was paid to the non-controlling interest shareholders. Therefore, the difference between the actual acquisition and the book value, amounting to NT$1,614 thousand and NT$13,249 thousand recognized as a decrease in paid-in capital and unappropriated earnings, respectively.
B. Disposal of subsidiary
The Board of Directors of the Company resolved on October 3,2019 to dispose of 100% equity of GOLDSUN COMENT (FUJIAN) CO., LTD. GREAT SMART LTD., that owns the 100% shareholding of GOLDSUN COMENT (FUJIAN) CO., LTD. signed an equity transfer agreement with the buyer On October 10, 2019. The Group has completed the equity transfer on October 11, 2019 and has lost control.
- (a) Consideration of disposal: NT$1,616,421 thousand (net of costs and expenses that may be incurred in equity transactions)
It is agreed in the equity transfer agreement that the equity transfer price shall be paid in three installments 30%, 50% and 20% before November 10, 2019, April 10, 2020, and October 10, 2021, respectively. The first installment was postponed until January 21, 2020. As of December 31, 2020, the amount of third phase receivable recognized as other receivable was NT$323,284 thousand. As of December 31, 2019, the amount of third phase receivable that recognized as long-term receivable was NT$323,284 thousand, and the amount of total first and second phase receivable that recognized as other receivable was
171
NT$1,293,137 thousand.
(b) Analysis of assets and liabilities of subsidiary as of the date losing control
| Cash and cash equivalents Notes receivable Accounts receivable Other receivable Inventories Prepayments Property, plant and equipment Right-of-use assets Intangible asset Deferred tax asset Notes payable Accounts payable Other payable Advance payment Long-term loans (other payables) Total net assets in on disposal of subsidiary Consideration collected Reduce: Net disposal assets Reduce: Exchange differences on translation of foreign Gain on disposal of subsidiary |
Carrying amount |
|---|---|
| $152,140 172,418 29,381 34,524 207,430 131,776 1,209,946 1,590 358,054 201,607 (7,959) (189,567) (64,008) (61,729) (1,227,629) |
|
| $947,974 | |
| $1,616,421 (947,974) (190,302) |
|
| $478,145 |
(c) Gain on disposal of subsidiary
- (28) Subsidiaries that have material non-controlling interests
Financial information of subsidiaries that have material non-controlling interests is provided below:
Proportion of equity interest held by non-controlling interests:
| Name | Country of Incorporation and operation |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|---|
| 2020 | 2019 | ||
| WELLPOOL CO., LTD. and its subsidiary |
Taiwan | 49% | 49% |
Note: The holding percentage mentioned above is disclosed as the comprehensive holding percentage. The company mentioned above own subsidiaries, and thus the financial
172
information mentioned below is consolidated financial information.
Accumulated balances of material non-controlling interest:
| WELLPOOL CO., LTD. and its subsidiary ofit/(loss) allocated to material non-controlling interest: WELLPOOL CO., LTD. and its subsidiary |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| 2020 | 2019 | |
| $72,189 | $91,100 |
Profit/(loss) allocated to material non-controlling interest:
The summarized financial information of these subsidiaries is provided below. This information is based on amounts before inter-company eliminations.
WELLPOOL CO., LTD. and its subsidiary
Summarized information of profit or loss:
| mmarized information of profit or loss: | ||
|---|---|---|
| Operating revenue Profit of (loss) for the period from continuing operations Total comprehensive income for the period |
For the years ended December 31, |
|
| 2020 | 2019 | |
| $823,858 146,314 146,899 |
$939,992 180,464 181,335 |
Summarized information of financial position:
| Current assets Non-current assets Current liabilities Non-current liabilities |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $484,242 726,144 137,617 11,967 |
$448,264 762,998 140,026 13,522 |
Summarized cash flow information:
| Operating activities Investing activities Financing activities Net (decrease) increase in cash and cash equivalents |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $202,460 (50,936) (166,204) (14,680) |
$312,251 (18,461) (169,790) 124,000 |
173
7. Related party transactions
Information of the related parties that had transactions with the Group during the financial reporting period is as follows:
Name and nature of relationship of the related parties
| Name of the relatedparties |
Nature of relationshipof the relatedparties |
|---|---|
| TAIWAN SECOM CO., LTD. and subsidiary RAIXIN QUALITY PRODUCTS LTD. YANG JUNG LEI JIN BUILDING MATERIALS LTD. (Note) TRUST SANDSTONE CO., LTD. HOBBY WORKS CO., LTD. CHYI YUH CONSTRUCTION CO., LTD. FULL MAX CORPORATION LIMITED |
Group with significant influence over the Group Associate Associate Other related party Other related party Other related party Other related party |
Note: Beginning from May 15, 2020, the Company is no longer a subsidiary given the fact that the Company disposed its all held share.
- (1) Operating revenue - Other operating revenue
| Group with significant influence over the Group Associates Other related party FULL MAX CORPORATION LIMITED Others Total |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $755 - 103,537 88,919 |
$- 70 - 34,842 |
|
| $193,211 | $34,912 |
The sales price and term to related parties are equivalent to third parties.
- (2) Operating Cost (including purchase and other operating cost)
| Group with significant influence over the Group Other related party FULL MAX CORPORATION LIMITED Total |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $598,169 378,735 |
$628,090 - |
|
| $976,904 | $628,090 |
The purchase price to the above related parties was determined through agreement based on the market rates. The payment terms from the related party suppliers are comparable with third party suppliers.
174
(3) Accounts receivable - related parties
| Group with significant influence over the Group Other related party Total (4) Other receivables - related parties Group with significant influence over the Group Associates Other related party Total (5) Notes payable - related parties Group with significant influence over the Group (6) Accounts payable - related parties Group with significant influence over the Group (7) Other payables - related parties Group with significant influence over the Group (8) Prepayments Associates YANG JUNG LEI JIN BUILDING MATERIALS LTD. |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $9 7,085 |
$827 3,149 |
|
| $7,094 | $3,976 |
|
| 2020 | 2019 | |
| $- | $129,224 |
(9) Lease-related parties
175
A. Rental income and deposits received:
a. Lease income
| Group with significant influence over the Group Associates Other related party Total b. Guarantee deposits Group with significant influence over the Group Other related party Total B. Lease expense Group with significant influence over the Group C. Right-of-use assets Group with significant influence over the Group D. Lease liabilities Group with significant influence over the Group E. Interest expense Group with significant influence over the Group |
As of December 31, | As of December 31, | As of December 31, | As of December 31, |
|---|---|---|---|---|
| 2020 | 2019 | |||
| $9,831 - 90 |
$10,088 28 610 |
|||
| $9,921 | $10,726 |
|||
| As of December 31, | ||||
| 2020 | 2019 | |||
| $2 | $30 |
| As of | December 31, | |
|---|---|---|
| 2020 | 2019 | |
| $2 | $30 |
176
-
(10) The Group has purchased equipment from a group with significant influence over the Group amounted to NT15,442 thousand and NT$33,664 thousand for the years ended December 31, 2020 and 2019, respectively.
-
(11) Key management personnel compensation
| Short-term employee benefits Post-employment benefits Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $86,459 308 |
$81,252 218 |
|
| $86,767 | $81,470 |
8. Assets pledged as security
The following table lists assets of the Group pledged as security:
| Assetspledged for security | Carryingamount | Carryingamount | Secured liabilities |
|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
||
| Inventory - Land of construction Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, non-current Securities (Note) Financial assets measured at amortized cost, current Financial assets measured at amortized cost, non-current Investment property Property, plant and equipment-Land and building Property, plant and equipment-Machinery and equipment Intangible assets-Concession Guarantee deposits Total |
$210,367 531,360 437,780 780,000 8,163 22,478 2,222,786 4,632,899 48,402 3,050,168 20,000 |
$210,367 537,510 778,221 807,000 71,130 93,082 2,489,673 4,519,252 15,575 2,676,359 20,000 |
Bank loan Bank loan 、C/PBank loan 、C/PBank loan 、C/PRestricted account 、Loanguarantee Performance guarantee Bank loan 、C/PBank loan 、C/PBank loan Bank loan Performance guarantee |
| $11,964,403 | $12,218,169 |
Note: The Group’s subsidiaries which were consolidated by the Company.
- Commitments and contingencies
177
-
(1) Promissory notes issued by the Group to secure bank loans and construction performance amounted to NT$3,105,659 thousand as of December 31, 2020.
-
(2) The Group's unused letters of credit for importing raw materials amounted to NT$29,451 thousand.
10. Losses due to major disasters
None.
11. Significant subsequent events
On February 26, 2010, the Board of Directors of GOLDSUN INNOVATIVE BUILDING MATERIALS CO., LTD. approved the dissolution application, and the dissolution reference date is March 1, 2021.
12. Others
(1) Categories of financial instruments
Financial assets
| nancial assets | ||
|---|---|---|
| Financial assets at fair value through profit or loss: Mandatorily measured at fair value through profit or loss Financial assets at fair value through other comprehensive income Financial assets measured at amortized cost: Cash and equivalent cash (excluding cash on hand) Financial assets measured at amortized cost Notes receivable Accounts receivable (including related parties) Other receivables (including related parties) Long-term receivables Refundable deposits Total |
As of December 31, | |
| 2020 | 2019 | |
| $994 1,961,655 2,479,644 167,541 1,664,346 5,800,378 420,396 1,604,142 47,726 |
$949 2,231,103 3,679,804 201,112 1,409,124 6,397,065 1,351,148 1,247,705 75,387 |
|
| $14,146,822 | $16,593,397 |
178
Financial liabilities
| nancial liabilities | ||
|---|---|---|
| Financial liabilities at amortized cost: Short-term loans Short-term notes and bills payable Notes payable (including related parties) Accounts payable (including related parties) Other payables (including related parties) Lease liability Long-term loan (including due in one year) Long-term notes and bills payable Guarantee deposits Total |
As of December 31, | |
| 2020 | 2019 | |
| $1,300,000 - 704,081 2,303,604 939,296 738,618 4,219,241 1,748,296 54,361 |
$2,930,000 2,958,328 350,294 2,186,130 852,900 831,605 4,287,836 - 51,668 |
|
| $12,007,497 | $14,448,761 |
- (2) Financial risk management objectives and policies
The Group’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Group identifies, measures and manages the aforementioned risks based on the Group’s policy and risk appetite.
The Group has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.
- (3) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market risk includes currency risk, interest rate risk and other price risk (such as equity risk).
In practice, it is rarely the case that a single risk variable will change independently from other risk variable. In other words, there is usually interdependencies between risk variables. However, the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.
Foreign currency risk
The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense are denominated in a different currency from the Group’s functional currency) and the Group’s net investments in foreign subsidiaries.
179
The Group has certain foreign currency receivables to be denominated in the same foreign currency with certain foreign currency payables, therefore natural hedge is received. The Group also uses forward contracts to hedge the foreign currency risk on certain items denominated in foreign currencies. Furthermore, as net investments in foreign subsidiaries are for strategic purposes, they are not hedged by the Group.
The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Group’s profit is performed on significant monetary items denominated in foreign currencies as of the end of the reporting period. The Group’s foreign currency risk is mainly related to the volatility in the exchange rates for USD and CNY. The information of the sensitivity analyses as follows:
When NTD strengthens/weakens against USD by 10%, the profit for the years ended December 31, 2020 and 2019 is decreased/increased by NT$47,846 thousand and NT$34,507 thousand, respectively.
When NTD strengthens/weakens against CNY by 10%, the profit for the years ended December 31, 2020 and 2019 is decreased/increased by NT$586 thousand and NT$1,090 thousand, respectively.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s loans and receivables at floating interest rates, bank borrowings with fixed interest rates and floating interest rates.
The Group manages its interest rate risk by maintaining a balanced portfolio of fixed and floating interest loans and debts.
The interest rate sensitivity analysis is performed on items assumed to be possessed for a fiscal year and exposed to interest rate risk as of the end of the reporting period, including borrowings with floating interest rates. The analysis indicates that when the interest rates increase / decrease by ten basis points, the Group’s profit would decrease / increase by NT$4,953 thousand and NT$7,062 thousand for the years ended December 31, 2020 and 2019, respectively.
Equity price risk
The fair value of the Group’s listed and unlisted equity securities is susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group’s listed and unlisted equity securities are classified under financial assets at fair value through other comprehensive income. The Group manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Group’s senior management on a regular basis. The Group’s Board of Directors reviews and approves all equity investment decisions.
180
For the year ended December 31, 2020 and 2019, an increase/decrease of 10% in the price of the listed equity securities classified as financial assets at fair value through other comprehensive income could have an impact of NT$141,894 thousand an NT$151,610 thousand on the equity attributable to the Group, respectively.
Please refer to Note 12(8) for sensitivity analysis information of other equity instruments or derivatives that are linked to such equity instruments whose fair value measurement is categorized under Level 3.
(4) Credit risk management
Credit risk is the risk that a counterparty will not meet its obligations under a contract, leading to a financial loss. The Group is exposed to credit risk from operating activities (primarily for accounts receivables and notes receivables) and from its financing activities, including bank deposits and other financial instruments.
Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Credit limits are established for all customers based on their financial position, rating from credit rating agencies, historical experience, prevailing economic condition and the Company’s internal rating criteria etc. Certain customer’s credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment.
As of December 31, 2020 and 2019, amounts receivables from top ten customers represent 30% and 26% of the accounts receivables of the Group, respectively. The credit concentration risk of other accounts receivables is insignificant.
Credit risk from balances with banks and other financial instruments is managed by the Group’s treasury in accordance with the Group’s policy. The Group only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating and with no significant default risk. Consequently, there is no significant credit risk for these counter parties.
The Group adopted IFRS 9 to assess the expected credit losses. Except for contract assets and trade receivables, the remaining debt instrument investments which are not measured at fair value through profit or loss, low credit risk for these investments is a prerequisite upon acquisition and by using their credit risk as a basis for the distinction of categories.
The Group makes an assessment at each reporting date as to whether the debt instrument investments are still considered low credit risk, and then further determines the method of measuring the loss allowance and the loss rates.
Financial assets are written off when there is no realistic prospect of future recovery (the issuer or the debtor is in financial difficulties or bankruptcy).
181
(5) Liquidity risk management
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, highly liquid equity investments and bank borrowings. The table below summarizes the maturity profile of the Group’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with floating interest rates is extrapolated based on the approaching effective rate as of the end of the reporting period.
Non-derivative financial instruments
| As of December 31, 2020 Borrowings Notes payable Accounts payable Other payables Lease liabilities (Note) Long-term notes and bills payable As of December 31, 2019 Borrowings Short-term notes and bills payable Notes payable Accounts payable Other payables Lease liabilities (Note) |
Less than 1 year |
2 to 3 years | 4 to 5 years | > 5 years | Total |
|---|---|---|---|---|---|
$1,651,717 704,081 2,303,604 939,296 102,286 - Less than 1 year |
$2,032,437 - - - 194,601 1,750,000 2 to 3years |
$646,888 - - - 153,554 - 4 to 5years |
$1,437,275 - - - 305,875 - > 5years |
$5,768,317 704,081 2,303,604 939,296 756,316 1,750,000 Total |
|
$3,331,482 2,960,000 350,294 2,186,130 852,900 88,750 |
$1,677,975 - - - - 206,912 |
$1,342,427 - - - - 169,592 |
$1,193,764 - - - - 381,214 |
$7,545,648 2,960,000 350,294 2,186,130 852,900 846,468 |
Note:
-
Including cash flows resulted from short-term leases or leases of low-value assets.
-
Information about the maturities of lease liabilities is provided in the table below:
182
Maturities
| As of December 31, 2020 As of December 31, 2019 |
Less than 1 year |
2 to 5 years |
6 to 10 years | 11 to 15 years | > 15 years | Total $756,316 846,468 |
|---|---|---|---|---|---|---|
| $102,286 88,750 |
$348,155 376,504 |
$154,876 238,286 |
$20,451 20,181 |
$130,548 122,747 |
- (6) Reconciliation for liabilities arising from financing activities
Information of reconciliation of liabilities for the year ended December 31, 2020:
| 2020.1.1 Cash flow Non-cash change 2020.12.31 |
Short-term loans |
Short-term notes and bills payable |
Long-term loans (including due in one year) |
Lease liabilities |
Guarantee deposits |
Long-term notes and bills payable |
Balance of liabilities arising from financing activities |
|---|---|---|---|---|---|---|---|
| $2,930,000 (1,630,000) - |
$2,958,328 (2,958,328) - |
$4,287,836 (69,000) 405 |
$831,605 (106,519) 13,532 |
$51,668 2,693 - |
$- 1,748,296 - |
$11,059,437 (3,012,858) 13,937 |
|
| $1,300,000 | $- |
$4,219,241 |
$738,618 | $54,361 | $1,748,296 | $8,060,516 |
Information of reconciliation of liabilities for the year ended December 31, 2019:
| 2019.1.1 Cash flow Non-cash change 2019.12.31 |
Short-term loans |
Short-term notes and bills payable |
Bonds payable (including due in one year) |
Long-term loans (including due in one year) |
Lease liabilities |
Guarantee deposits |
Balance of liabilities arising from financing activities |
|---|---|---|---|---|---|---|---|
| $3,165,000 (235,000) - |
$1,727,825 1,230,503 - |
$1,000,000 (1,000,000) - |
$3,725,431 562,000 405 |
$890,985 (160,485) 101,105 |
$67,762 (16,094) - |
$10,577,003 380,924 101,510 |
|
| $2,930,000 | $2,958,328 | $- | $4,287,836 | $831,605 | $51,668 |
$11,059,437 |
-
(7) Fair values of financial instruments
-
A. The methods and assumptions applied in determining the fair value of financial instruments:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Group to measure or disclose the fair values of financial assets and financial liabilities:
183
-
a. The carrying amount of cash and cash equivalents, trade receivables, trade payable and other current liabilities approximate their fair value due to their short maturities.
-
b. For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (including listed equity securities and beneficiary certificates etc.) at the reporting date.
-
c. Fair value of equity instruments without market quotations (including private placement of listed equity securities, unquoted public Group and private Group equity securities) are estimated using the market method valuation techniques based on parameters such as prices based on market transactions of equity instruments of identical or comparable entities and other relevant information (for example, inputs such as discount for lack of marketability, P/E ratio of similar entities and Price-Book ratio of similar entities). The income method assesses the recoverable amount based on the present value of the financial assets that are expected to be received from cash dividends or disposals at the market
-
d. Fair value of debt instruments without market quotations, bank loans, bonds payable and other non-current liabilities are determined based on the counterparty prices or valuation method. The valuation method uses DCF method as a basis, and the assumptions such as the interest rate and discount rate are primarily based on relevant information of similar instrument (such as yield curves published by the Taipei Exchange, average prices for Fixed Rate Commercial Paper published by Reuters and credit risk, etc.)
-
e. The fair value of derivatives which are not options and without market quotations, is determined based on the counterparty prices or discounted cash flow analysis using interest rate yield curve for the contract period. Fair value of option-based derivative financial instruments is obtained using the counterparty prices or appropriate option pricing model (for example, Black-Scholes model) or other valuation method (for example, Monte Carlo Simulation).
-
B. Fair value of financial instruments measured at amortized cost
Among the fair value of the Group’s financial assets and financial liabilities measured at amortized cost, cash and cash equivalents, trade receivables, trade payable and other current liabilities whose carrying amount approximate their fair value.
- C. Fair value measurement hierarchy for financial instruments
Please refer to Note 12(8) for fair value measurement hierarchy for financial instruments of the Group.
- (8) Fair value measurement hierarchy
184
- A. Fair value measurement hierarchy
All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement. Level 1, 2 and 3 inputs are described as follows:
-
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date
-
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
-
Level 3 - Unobservable inputs for the asset or liability
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.
B. Fair value measurement hierarchy of the Group’s assets and liabilities
The Group does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Group’s assets and liabilities measured at fair value on a recurring basis is as follows:
As of December 31, 2020
| As of December 31, 2020 | ||||
|---|---|---|---|---|
| Financial assets: Financial assets at fair value through profit or loss Fund Financial assets at fair value through other comprehensive income Equity instrument measured at fair value through other comprehensive income As of December 31, 2019 Financial assets: Financial assets at fair value through profit or loss Fund Financial assets at fair value through other comprehensive income Equity instrument measured at fair value through other comprehensive income |
Level 1 | Level 2 | Level 3 | Total |
| $994 1,418,938 Level 1 |
$- - Level 2 |
$- 542,717 Level 3 |
$994 1,961,655 Total |
|
| $949 1,516,095 |
$- - |
$- 715,008 |
$949 2,231,103 |
185
Transfers between Level 1 and Level 2 during the period
During the years ended December 31, 2020 and 2019, there were no transfers between Level 1 and Level 2 fair value measurements.
Reconciliation for fair value measurements in Level 3 of the fair value hierarchy for movements during the period is as follows:
| Beginning balances as of January 1, 2020 Acquisition Capital deducted by cash Total gains recognized for the year ended December 31, 2020: Amount recognized in OCI (present in Unrealized gains or losses on measured at fair value through other comprehensive income equity instrument investment) Ending balances as of December 31, 2020 Beginning balances as of January 1, 2019 Capital deducted by cash Total gains recognized for the year ended December 31, 2019: Amount recognized in OCI (present in Unrealized gains or losses on measured at fair value through other comprehensive income equity instrument investment) Ending balances as of December 31, 2019 |
Assets |
|---|---|
| Measured at fair value through other comprehensive income |
|
| Stock | |
| $715,008 19,249 (6,473) (185,067) |
|
| $542,717 | |
| Assets | |
| Measured at fair value through other comprehensive income Stock |
|
| $676,222 (2,378) 41,164 |
|
| $715,008 |
Information on significant unobservable inputs to valuation
Description of significant unobservable inputs to valuation of recurring fair value
186
measurements categorized within Level 3 of the fair value hierarchy is as follows:
As of December 31, 2020
| Valuation techniques Significant unobservable inputs Financial assets: Measured at fair value through other comprehensive income Stocks Market approach Earnings per share Stocks Income approach Discount rate Stocks Asset approach Discount for lack of marketability As of December 31, 2019 Valuation techniques Significant unobservable inputs Financial assets: Measured at fair value through other comprehensive income Stocks Market approach Earnings per share Stocks Income approach Discount rate Stocks Asset approach Discount for lack of marketability |
Valuation techniques |
Significant unobservable inputs |
Quantitative information |
Relationship between inputs and fair value |
Sensitivity of the input to fair value |
|---|---|---|---|---|---|
8.48 1~16.65 20%~60% Quantitative information |
The higher the earnings, the higher the fair value of the stocks The higher the discount rate, the lower the fair value of the stocks The higher the discount for lack of marketability, the lower the fair value of the stocks Relationship between inputs and fair value |
10% increase (decrease) in the earnings would result in increase (decrease) in the Group’s equity by NT$1,696 thousand. 10% increase (decrease) in the discount rate would result in increase (decrease) in the Group’s equity by NT$2,444 thousand. 10% increase (decrease) in the discount for lack of marketability would result in (decrease) increase in the Group’s equity by NT$49,766 thousand. Sensitivity of the input to fair value |
|||
| Market approach Income approach Asset approach |
Earnings per share Discount rate Discount for lack of marketability |
9.21~28.36 9.71~15.08 20% |
The higher the earnings, the higher the fair value of the stocks The higher the discount rate, the lower the fair value of the stocks The higher the discount for lack of marketability, the lower the fair value of the stocks |
10% increase (decrease) in the earnings would result in increase (decrease) in the Group’s equity by NT$2,351 thousand 10% increase (decrease) in the discount rate would result in increase (decrease) in the Group’s equity by NT$137 thousand 10% increase (decrease) in the discount for lack of marketability would result in (decrease) increase in the Group’s equity by NT$287 thousand |
187
Valuation process used for fair value measurements categorized within Level 3 of the fair value hierarchy
The Group’s Finance Department is responsible for validating the fair value measurements and ensuring that the results of the valuation are in line with market conditions, based on independent and reliable inputs which are consistent with other information, and represent exercisable prices. The Department analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Group’s accounting policies at each reporting date.
- C. Fair value measurement hierarchy of the Group’s assets and liabilities not measured at fair value but for which the fair value is disclosed
As of December 31, 2020
Level 1 Level 2 Level 3 Total Financial assets not measured at fair value but for which the fair value is disclosed: Investment properties (please refer to Note 6(10)) $- $- $11,602,266 $11,602,266 As of December 31, 2019 Level 1 Level 2 Level 3 Total Financial assets not measured at fair value but for which the fair value is disclosed: Investment properties (please refer to Note 6(10)) $- $- $11,828,962 $11,828,962
- (9) Significant assets and liabilities denominated in foreign currencies
Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:
| ted below: | ||
|---|---|---|
| Financial assets | (Unit: Foreign currency: thousands, NTD: thousands) As of 31 December,2020 Foreign currencies Foreign exchange rate NTD $1,680 28.48 $47,846 1,337 4.38 5,856 165,505 4.38 724,912 |
|
| Foreign currencies | Foreign exchange rate |
|
| $1,680 1,337 165,505 |
28.48 4.38 4.38 |
|
| Monetary items: USD RMB Non-monetary items: RMB |
188
| Financial assets | As | of 31 December, 2019 | of 31 December, 2019 |
|---|---|---|---|
| Foreign currencies | Foreign exchange rate |
NTD | |
| $11,510 2,528 199,103 |
29.98 4.31 4.31 |
$345,070 10,896 858,136 |
|
| Monetary items: USD RMB Non-monetary items: RMB |
The above information is disclosed based on the carrying amount of foreign currency (after conversion of functional currency).
The Group’s entities’ functional currency is various, and hence is not able to disclose the information of exchange gains and losses of monetary financial assets and liabilities by each significant assets and liabilities denominated in foreign currencies.
The foreign exchange gain(loss) was NT$33,379 thousand and NT$(55,868) thousand for the years ended December 31, 2020 and 2019, respectively.
(10) Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust dividend payment to shareholders, return capital to shareholders or issue new shares.
13. Additional disclosure
-
(1) Information at significant transactions
-
a. Financing provided to other: Please refer to Attachment 1.
-
b. Endorsement/Guarantee provided to others: Please refer to Attachment 2.
-
c. Securities held: Please refer to Attachment 3.
-
d. Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million and 20 percent of the capital stock: None.
-
e. Acquisition of individual real estate with amount exceeding the lower of NT$300 million and 20 percent of the capital stock: None.
189
-
f. Disposal of individual real estate with amount exceeding the lower of NT$300 million and 20 percent of the capital stock: None
-
g. Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million and 20 percent of the capital stock: Attachment 4.
-
h. Receivables from related parties with amounts exceeding the lower of NT$100 million and 20 percent of capital stock: Attachment 5
-
i. Financial instruments and derivative transactions: None.
-
j. Significant intercompany transactions between consolidated entities: Please refer to Attachment 6.
-
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to Attachment 7.
-
(3) Information on investments in mainland China
-
a. Names, main businesses and products, total amount of paid-in capital, method of investment, accumulated outflow of investment from Taiwan, percentage of ownership, investment income recognized, carrying amount, accumulated inward remittance of earnings, and upper limit on investment of investees in Mainland China: Please refer to Attachment 8.
-
b. Directly or indirectly significant transactions through third regions with the investees in Mainland China, including price, payment terms, unrealized gain or loss, and other events with significant effects on the operating results and financial condition: Please refer to Attachment 1, and 2.
-
(4) Information of Major shareholders
List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder: Please refer to Attachment 9.
14. Segment information
For management purposes, the Group is organized into business units based on their products and services and has four reportable operating segments as follows:
-
(1) Taiwan Segment: segment engages in productions and sales of pre-mixed concrete in Taiwan.
-
(2) Pre-mixed concrete Segment in Mainland China: segment engages in productions and sales of pre-mixed concrete in Mainland China.
190
-
(3) Cement Segment in Mainland China: segment engages in productions and sales of cement in Mainland China. The segment has been disposed in October 2019.
-
(4) Others: segment engages in productions and sales of calcium silicate board, shipping, warehousing and real estate rental.
No operating segments have been aggregated to form the above reportable operating segments.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured based on accounting policies consistent with those in the consolidated financial statements. However, income taxes are managed on a group basis and are not allocated to operating segments.
Transfer prices between operating segment are on an arm’s length basis in a manner similar to transactions with third parties.
- A. Information on profit or loss of the reportable segment:
For the year ended December 31, 2020
| Taiwan Segment |
Pre-mixed concrete Segment in Mainland China |
Subtotal | Other (Note1) |
Adjustmen t and elimination (Note2) |
Consolidate d |
|---|---|---|---|---|---|
| $14,402,763 91,998 |
$3,168,273 - |
$17,571,03 6 91,998 |
$1,306,764 1,299,720 |
$- (1,391,718) |
$18,877,800 - |
| $14,494,761 | $3,168,273 | $17,663,03 4 |
$2,606,484 | $(1,391,718 ) |
$18,877,800 |
| $2,506,203 $207,969 | $2,714,172 $498,277 $(506,655) $2,705,794 |
191
For the year ended December 31, 2019
| Revenue External customer Inter-segment Total revenue Segment profit |
Taiwan Segment |
Pre-mixed concrete Segment in Mainland China |
Cement Segment in Mainland China |
Subtotal |
Other | Adjustmen t and elimination |
Consolidate d |
|---|---|---|---|---|---|---|---|
| $12,728,434 60,735 |
$3,280,193 - |
$1,545,886 - |
$17,554,513 60,735 |
$1,450,556 986,118 |
$- (1,046,853) |
$19,005,069 - |
|
| $12,789,169 | $3,280,193 | $1,545,886 | $17,615,248 | $2,436,674 | $(1,046,853 ) |
$19,005,069 | |
| $1,122,715 | $275,117 | $226,072 | $1,623,904 | $33,726 |
$(386,806) | $1,270,824 |
-
1 Revenue from Taiwan Segment, Cement Segment in Mainland China and Pre-mixed concrete Segment in Mainland China that are operating segments that do not meet the quantitative thresholds for reportable segments.
-
2 Inter-segment revenue is eliminated on consolidation and recorded under the “adjustment and elimination” column. All other adjustments and eliminations are disclosed below.
-
B. Information on assets and liabilities of the reportable segment:
The following table presents segment assets and liabilities of the Group’s operating segments as at December 31, 2020 and 2019:
As of December 31, 2020
| Assets Investment accounted for under the equity method Segment assets Segment liabilities |
Taiwan Segment |
Pre-mixed concrete Segment in Mainland China |
Subtotal | Other | Adjustment and elimination |
Consolidated |
|---|---|---|---|---|---|---|
| $16,727 | $- | $16,727 | $724,912 |
$- | $741,639 | |
| $29,445,600 | $4,901,119 | $34,346,719 | $14,370,263 | $(13,988,072) | $34,728,910 | |
| $9,246,271 | $1,598,100 | $10,844,371 | $3,560,361 | $(1,006,198) | $13,398,534 |
192
As of December 31, 2019
| Assets Investment accounted for under the equity method Segment assets Segment liabilities |
Taiwan Segment |
Pre-mixed concrete Segment in Mainland China |
Subtotal | Other | Adjustment and elimination |
Consolidated |
|---|---|---|---|---|---|---|
| $15,735 | $117,608 | $133,343 | $740,528 | $- | $873,871 | |
| $32,291,526 | $4,367,898 | $36,659,424 | $15,646,497 | $(15,260,928) | $37,044,993 | |
| $11,907,177 | $1,239,448 | $13,146,625 | $4,558,389 | $(2,135,888) | $15,569,126 |
193
| ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Name of financing provider | Name of counterparty | Account(Note 2) | Maximum balance for theperiod |
Ending balance |
Actual amount provided |
Interest rate |
Nature of financing activity(Note 3) |
Amount of sales to (purchase from) counter-party |
Reason for financing |
Allowance for doubtful accounts |
Assetspledged | Limit of financing amount for individual counter-party(Note 4) |
Limit of total financing amount(Note 4) |
|
| Item | Value | ||||||||||||||
| 1 2 3 4 5 |
REI SHIN CONSTRUCTION CO., LTD. KUOYUNG CONSTRUCTION & ENGINEERING CO., LTD. TAICANG PORT GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (SUZHOU) CO., LTD. GOLDSUN CONCRETE (CHANGSHU) CO., LT |
GOYU BUILDING MATERIALS CO., LTD. GIMPO MARINE CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOYU BUILDING MATERIALS CO., LTD. GIMPO MARINE CO., LTD. GOLDSUN CONCRETE (WUJIANG) CO., LTD. GOLDSUN CONCRETE (CHANGSHU) CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (SUZHOU) CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. TAICANG PORT GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (CHANGSHU) CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (WUJIANG) CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. DTAICANG PORT GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (WUJIANG) CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (SUZHOU) CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. |
Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable |
NT$120,000 NT$115,000 NT$900,000 NT$120,000 NT$110,000 RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) |
- - NT$680,000 NT$40,000 NT$110,000 RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) |
- - NT$380,000 NT$10,000 NT$110,000 - - - - - - - RMB 20,000 (NT$87,600) RMB 22,000 (NT$96,360) RMB 30,000 (NT$131,400) - - - - RMB 20,000 (NT$87,600) |
- - 0.95% 1.53% 1.45% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% |
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 |
- - - - - - - - - - - - - - - - - - - - |
Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating |
- - - - - - - - - - - - - - - - - - - - |
Promissory note - - Promissory note - - - - - - - - - - - - - - - - |
NT$120,000 - - NT$120,000 - - - - - - - - - - - - - - - - |
NT$774,140 NT$774,140 NT$774,140 NT$152,292 NT$152,292 RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) |
NT$774,140 NT$774,140 NT$774,140 NT$152,292 NT$152,292 RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) |
194
| ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Name of financing provider | Name of counterparty | Account(Note 2) | Maximum balance for theperiod |
Ending balance |
Actual amount provided |
Interest rate |
Nature of financing activity(Note 3) |
Amount of sales to (purchase from) counter-party |
Reason for financing |
Allowance for doubtful accounts |
Assetspledged | Limit of financing amount for individual counter-party(Note 4) |
Limit of total financing amount(Note 4) |
|
| Item | Value | ||||||||||||||
| 6 7 8 |
GOLDSUN CONCRETE (WUJIANG) CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. |
TAICANG PORT GOLDSUN CONCRETE CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (CHANGSHU) CO., LTD. GOLDSUN CONCRETE (SUZHOU) CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. TAICANG PORT GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (WUJIANG) CO., LTD. GOLDSUN CONCRETE (CHANGSHU) CO., LTD. GOLDSUN CONCRETE (SUZHOU) CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. TAICANG PORT GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (WUJIANG) CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (CHANGSHU) CO., LTD. GOLDSUN CONCRETE (SUZHOU) CO., LTD. |
Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable |
RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) |
RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) |
- - - - - - - - - - - - - - - |
2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% |
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 |
- - - - - - - - - - - - - - - |
Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating |
- - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - |
RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) |
RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) |
Note 1: The parent company and its subsidiaries are coded as follows:
- (1) The parent company is coded "0".
(2) The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
Note 2: Fill in if the nature of financial statement account is financing.
Note 3: The method of filling out the capital loan and nature is:
-
(1) For business transactions fill in "1"
-
(2) For short-term financing funds necessity fill in "2"
-
Note 4: GOLDSUN CONCRETE (WUJIANG) CO., LTD., KUNSHAN GOLDSUN CONCRETE CO., LTD., GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD., GOLDSUN CONCRETE (SUZHOU) CO., LTD., TAICANG PORT GOLDSUN CONCRETE CO., LTD., and GOLDSUN CONCRETE (SUZHOU) CO., LTD.. shall not exceed double of the net asset value from the latest financial statement. RUEI SHIN CONSTRUCTIN CO., LTD and KUNYUNG CONSTRUCTION & ENGINEERING CO., LTD shall not exceed the 40% net asset value from the latest financial statement.
-
Note 5: GOLDSUN CONCRETE (WUJIANG) CO., LTD., KUNSHAN GOLDSUN CONCRETE CO., LTD., GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD., GOLDSUN CONCRETE (SUZHOU) CO., LTD., TAICANG PORT GOLDSUN CONCRETE CO., LTD., and GOLDSUN CONCRETE (SUZHOU) CO., LTD..'s ending balance would be duplicate calculated in collaboration. Actual ending balance was RMB$80,000 thousand except RMB$100,000 thousand of GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. The ending balance didn't exceed the limit.
195
| ATTACHMENT 2 : Endorsement/Guaranteeprovided to others | ATTACHMENT 2 : Endorsement/Guaranteeprovided to others | for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Name of endorsers | Endorsee | Endorsement limit for a single entity (Note 3) |
Maximum balance for the period(Note 4) |
Ending balance (Note 5) |
Actual amount provided(Note 6) |
Amount of collateral guarantee/end orsement |
Percentage of accumulated guarantee amount to net assets value from the latest financial statement |
Limit of total guarantee/endors ement amount (Note 3) |
Guarantee provided by Parent Company (Note 7) |
Guarantee provided by A Subsidiary (Note 7) |
Guarantee provided to Subsidiaries in Mainland China(Note 7) |
|
| Name of endorsees | Relationship (Note 2) |
||||||||||||
| 0 1 2 3 4 5 6 7 |
GOLDSUN BUILDING MATERIALS CO., LTD. REI SHIN CONSTRUCTIN CO., LTD REIXIN ASSET MANAGEMENT INC. GOLDSUN CONCRETE (SUZHOU) CO., LTD. GOLDSUN CONCRETE (CHANGSHU) CO., LTD. GOLDSUN CONCRETE (WUJIANG) CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. |
GOYU BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN CONCRETE (SUZHOU) CO., LTD. and other three companies GOLDSUN CONCRETE (SUZHOU) CO., LTD. and other three companies GOLDSUN CONCRETE (SUZHOU) CO., LTD. and other three companies GOLDSUN CONCRETE (SUZHOU) CO., LTD. and other three companies GOLDSUN CONCRETE (SUZHOU) CO., LTD. and other three companies |
6 3 3 4 4 4 4 4 |
$10,099,665 3,870,702 2,250,907 2,139,470 2,802,345 3,307,600 3,420,345 1,809,645 |
$156,000 3,584,000 884,000 108,000 1,270,200 1,270,200 1,270,200 1,270,200 |
$78,000 2,700,000 884,000 - 1,270,200 1,270,200 1,270,200 1,270,200 |
$6,500 1,950,000 300,000 - 264,464 194,005 178,106 263,996 |
$- - - - - - - - |
0.39% 139.51% 78.55% - 226.63% 192.01% 185.68% 350.95% |
$10,099,665 3,870,702 2,250,907 2,139,470 2,802,345 3,307,600 3,420,345 1,809,645 |
Y | Y Y |
Y Y Y Y Y |
Note 1: The parent company and its subsidiaries are coded as follows:
- (1) The parent company is coded "0".
(2) The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following six categories:
-
(1) Having business relationship.
-
(2) The endorser/guarantor parent company owns directly more than 50% voting shares of the endorsed/guaranteed subsidiary.
-
(3) The endorser/guarantor parent company and its subsidiaries jointly own more than 50% voting shares of the endorsed/guaranteed company.
-
(4) The endorsed/guaranteed parent company directly or indirectly owns more than 50% voting shares of the endorser/guarantor subsidiary.
-
(5) Mutual guarantee of the trade as required by the construction contract.
-
(6) Due to joint venture, each shareholder provides endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.
Note 3: The procedure of endorsement is showed as the follows:
- (1) For the Company, the endorsement / guarantee amount limit for a single entity that shall not exceed 50% of the Company's net asset value from the latest financial statement;
the total amount shall not exceed 50% of net asset value from the latest financial statement.
- (2) REI SHIN CONSTRUCTIN CO., LTD and REIXIN ASSET MANAGEMENT INC. endorsement / guarantee amount limit for a single entity and total that shall not exceed double of the net asset value from the latest financial statement.
Other subsidiary, the endorsement / guarantee amount limit for a single entity and total that should not exceed 500% net assets value both from the latest financial statement.
Note 4: The maximum endorsements/guarantees amount current year.
Note 5: All endorsements/guarantees that have been approved by bank shall be calculated in ending balance.
Note 6: Please fill in the actual amount provided by the endorsers.
Note 7: Parent company endorsed/guaranteed for the subsidiaries, subsidiaries endorsed/guaranteed for the parent company, or endorsement/guarantee for entities in China shall fill in "Y" 。
196
| ATTACHMENT 3 : Securities held as of December 31,2020 | ATTACHMENT 3 : Securities held as of December 31,2020 | ATTACHMENT 3 : Securities held as of December 31,2020 | ATTACHMENT 3 : Securities held as of December 31,2020 | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | ||
|---|---|---|---|---|---|---|---|---|---|
| Names of companies held | Type and name of securities | Relationshipwith the Company | Financial statement account | Decem | ber 31,2020 | Remark | |||
| Units (thousand) / bonds / shares (thousand) |
Carrying amount |
Percentage of ownership (%) |
Fair value/Net assets value |
||||||
| GOLDSUN BUILDING MATERIALS CO., LTD. KUNYUNG CONSTRUCTION & ENGINEERING CO., LTD REIXIN ASSET MANAGEMENT CO., LTD. TAIWAN BUILDING MATERIALS (HONG KONG) LIMITED GOLDSUN CONCRETE (CHANGSHU) CO., LTD. |
Stock- TAIWAN CEMENT CORPORATION TAIWAN SECOM CO., LTD O-BANK TAIWAN AIRPORT SERVICE CO., LTD. GLOBAL SECURITIES FINANCE CORPORATION FUHWA VENTURE CAPITAL INC. OVERSEAS INVESTMENT & DEVELOPMENT CORP ANFENG SPRING ENTERPRISE CO., LTD. GUO CHANG MARITIME CO., LTD. CHINESE PRODUCTS PROMOTION CENTRE EVERTERMINAL CO., LTD. Stock- GOLDSUN BUILDING MATERIALS CO., LTD. TAIWAN CEMENT CORPORATION TAIWAN SECOM CO., LTD. Stock- GOLDSUN BUILDING MATERIALS CO., LTD. Capital- FUZHOU SANSHUN STONE MATERIAL CO., LTD. FUJIAN HENGZHONG SAND STONE CO., LTD. Fund - BOSERA FUNDS |
Investor under the equity method Parent Company Parent Company |
Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through profit or loss, current |
16,800,000 5,312,000 1,200,000 7,405,200 32,636 155,925 2,000,000 150,000 250,000 1,334 1,429,653 238,323 840,000 2,000,000 2,877,785 - - 227,151 |
$725,760 471,174 8,316 65,240 - 1,539 16,960 2,498 2,490 - 15,097 5,958 (Note 36,288 177,400 71,945 (Note 415,780 23,113 994 |
) ) |
- 1% - 17% - 5% 2% 5% 10% - 1% - - - - 19% 19% - |
$725,760 471,174 8,316 65,240 - 1,539 16,960 2,498 2,490 - 15,097 5,958 36,288 177,400 71,945 415,780 23,113 994 |
12,300 thousand shares provide for loan guarantee 4,200 thousand shares provide for loan guarantee 7,405 thousand shares provide for loan guarantee Included in treasury shares Included in treasury shares |
Note: The Company resolved in its board of directors’ meeting on August 11, 2020 to implement a capital reduction in cash through the return of share proceeds to shareholders. The capital reduction ratio was 14.4189%.
197
Attachment 4:Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million and 20 percent of capital stock for the year ended December 31, 2020 (Unit:Foreign currency: thousands, NTD: thousands)
| Company | Related party | Relationship | Transactions | Transactions | Transactions | Transactions | Details of non-arm's length transaction |
Details of non-arm's length transaction |
Notes and accounts receivable (payable) |
Notes and accounts receivable (payable) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (Sales) |
Amount | Percentage of total purchases (sales) |
Term | Unit Price | Term | Balance | Percentage of total receivables (payable) |
||||
| GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. TAIPEI PORT TERMINAL COMPANY LIMITED GOLDSUN NIHON CEMENT CO., LTD. |
GOLDSUN EXPRESS & LOGISTICS CO., LTD. TAIPEI PORT TERMINAL MATERIALS CO., LTD. GOLDSUN NIHON CEMENT CO., LTD. FULL MAX CORPORATION LIMITED GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. |
Associate Company Subsidiary Subsidiary Other related party Parent Company Parent Company |
NOTE Operating Cost Operating Cost Operating Cost Operating Revenues Sales Revenue |
$597,105 389,643 560,953 302,070 (389,643) (560,953) |
NOTE 3% 5% 3% 79% 80% |
Net 30 days Net 30 days Net 30 days Net 30 days Net 30 days Net 30 days |
$- - - - - - |
- - - - - - |
$(57,249) (45,043) (100,772) - 45,043 100,772 |
(3.94)% (0.85)% (1.90)% - 90.70 % 82.14 % |
Note : The Company provided the services of shipping cement to GOLDSUN BUILDING MATERIALS CO., LTD. and accounted to "Other operating income".
198
Attachment 5:Receivables from related parties with amounts exceeding the lower of NT$100 million and 20 percent of capital stock as of December 31, 2020
| Attachment 5:Receivables from related parties with amounts exceeding the lower of NT$100 million and 20 percent of capital stock as of | Attachment 5:Receivables from related parties with amounts exceeding the lower of NT$100 million and 20 percent of capital stock as of | Attachment 5:Receivables from related parties with amounts exceeding the lower of NT$100 million and 20 percent of capital stock as of | Attachment 5:Receivables from related parties with amounts exceeding the lower of NT$100 million and 20 percent of capital stock as of | Attachment 5:Receivables from related parties with amounts exceeding the lower of NT$100 million and 20 percent of capital stock as of | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 |
|---|---|---|---|---|---|---|---|---|
| (Unit:Foreign currency: thousands, NTD: thousands) | ||||||||
| Related Party | Company Name | Relationship | Ending Balance |
Turnover Rate (%) |
Overdue | Amounts Received in Subsequent |
Allowance for Impairment |
|
| Amount | Actions Taken | |||||||
| GOLDSUN NIHON CEMENT CO., LTD. | GOLDSUN BUILDING MATERIALS CO., LTD. | Parent Company | $100,772 | - | $- | - | $100,772 | $- |
199
Attachment 6: Significant intercompany transactions between consolidated entities
(Unit:Foreign currency: thousands, NTD: thousands)
| No. | Company | Counter-party | Relationship | Account | Amount | Term | As a percentage of total assets or revenues |
|---|---|---|---|---|---|---|---|
| 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 2 3 |
Year of 2020 GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. KUNYUNG CONSTRUCTION & ENGINEERING CO., LTD KUNYUNG CONSTRUCTION & ENGINEERING CO., LTD RUEI SHIN CONSTRUCTIN CO., LTD TAIPEI PORT TERMINAL COMPANY LIMITED |
WELLPOOL CO., LTD. WELLPOOL CO., LTD. REI SHIN CONSTRUCTIN CO., LTD REI SHIN CONSTRUCTIN CO., LTD REI SHIN CONSTRUCTIN CO., LTD REIXIN ASSET MANAGEMENT CO., LTD. REIXIN ASSET MANAGEMENT CO., LTD. GOLDSUN NIHON CEMENT CO., LTD. GOLDSUN NIHON CEMENT CO., LTD. TAIPEI PORT TERMINAL COMPANY LIMITED TAIPEI PORT TERMINAL COMPANY LIMITED TAIPEI PORT TERMINAL COMPANY LIMITED KUNYUNG CONSTRUCTION & ENGINEERING CO., LTD GIMPO MARINE CO., LTD. JIN SHUN MARITIME LTD. YUAN SHUN MARITIME LTD. GOYU BUILDING MATERIALS CO., LTD. GIMPO MARINE CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. |
1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 3 3 2 2 |
Other operating income Accounts receivables Other operating income Other payables Lease liabilities Other operating income Lease liabilities Cost of goods sold Accounts payable Cost of goods sold Accounts payable Lease liabilities Lease liabilities Cost of goods sold Cost of goods sold Cost of goods sold Other receivables Other receivables Other operating income Other operating income |
$46,092 19,223 30,000 380,000 95,578 12,051 28,557 560,953 100,772 389,643 45,043 85,618 14,814 54,566 64,348 48,009 10,001 110,017 32,535 21,975 |
(Note 4) (Note 4) (Note 4) Interest rate:0.95% By contract (Note 4) By contract (Note 4) (Note 4) (Note 4) (Note 4) By contract By contract (Note 4) (Note 4) (Note 4) Interest rate:1.53% Interest rate:1.45% (Note 4) (Note 4) |
0.32% 0.07% 0.21% 2.62% 0.66% 0.04% 0.20% 3.87% 0.70% 2.69% 0.15% 0.59% 0.10% 0.38% 0.44% 0.33% 0.03% 0.37% 0.22% 0.15% |
-
Note 1: Information about related party transactions should be stated. The numbers of each company are illustrated as follows:
-
(1) 0 is for the parent company.
-
(2) Each subsidiary is numbered from 1.
-
Note 2: The relationship between related parties are as follows:
-
(1) Parent company and subsidiary.
-
(2) Subsidiary and Parent company.
-
(3) Subsidiary and subsidiary.
Note 3: Transaction amount is stated as a ratio of total assets or total revenues. Ratios of assets or liabilities accounts are calculated as ending balance divided by total assets, and ratios of profit or loss accounts are calculated as
accumulated amount for the year divided by total revenues.
Note 4: The Company's sales to related parties are handled according to the general sales conditions; its collection period is equivalent to ordinary customers. Note 5: The important transaction of this form may be determined by the company according to the principle of materiality.
200
ATTACHMENT 7: Names, locations and related information of investee companies (Not including investment in Mainland China)
(Unit:Foreign currency: thousands, NTD: thousands)
| Investor Company | Investee Company | Location | Main business and products |
Original / investment amount | Original / investment amount | Investme | nt as of December 31, 2020 | nt as of December 31, 2020 | nt as of December 31, 2020 | Net income (loss) of investee company |
Investment income (loss) recognized |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending balance | Beginning balance | Number of shares |
Percentage of ownership (%) |
Book value | ||||||||
| GOLDSUN BUILDING MATERIALS CO., LTD. |
KUNYUNG CONSTRUCTION & ENGINEERING CO., LTD REI SHIN CONSTRUCTION CO., LTD WELLPOOL CO., LTD. EASE GREAT INVESTMENTS LTD. GOLDSUN INVESTMENT CO., LTD GOLDSUN NIHON CEMENT CO., LTD. TAIPEI PORT TERMINAL COMPANY LIMITED TAIWAN BUILDING MATERIALS (HONG KONG) LIMITED HWA YA DEVELOPMENT CO., LTD. GOLDSUN INNOVATIVE BUILDING MATERIALS CO., LTD. RAIXIN QUALITY PRODUCTS LTD. |
Taipei, TW Taipei, TW Taipei, TW Samoa Taipei, TW Kaohsiung, TW Taipei, TW Hong Kong Taipei, TW Taipei, TW Taipei, TW |
Construction of civil and architectural construction projects Real estate rental, sale and development Sales of calcium silicate board and other boards Investment and holding Investment Cement import and sale International trade, warehousing and tally packaging Investment Hotel operator Sales of ready-mixed concrete and cement products Upholstery and sales of furniture |
$835,000 - 303,653 3,162,697 (USD 89,386) - 119,121 2,477,200 480,289 (USD15,436) 196,928 60,000 41,000 |
$835,000 - 300,754 5,816,892 (USD 178,462) 53,500 119,121 2,477,200 480,289 (USD 15,436) 196,928 60,000 41,000 |
30,000,000 800,000,000 18,280,389 89,386,266 - 11,460,000 250,000,000 116,686,664 15,714,108 6,000,000 1,116,111 |
100% 100% 51% 100% - 59% 100% 100% 31% 100% 11% |
$374,846 1,587,216 537,851 4,411,437 - 163,413 2,492,257 439,862 161,447 12,582 4,821 |
$11,241 (15,139) 146,314 312,555 (142) 13,769 116,971 (174) 6,975 (7,139) (27,438) |
$11,157 (15,139) 74,125 312,555 (142) 8,092 116,529 (174) 2,141 (7,139) (3,676) |
Note2 15,000 thousand shares provide for loan guarantee Note5 Note 4 Associate |
201
ATTACHMENT 7: Names, locations and related information of investee companies as of December 31, 2020 (Not including investment in Mainland China)
| ATTACHMENT 7: Names, locations and related information of investee companies as of December 31, 2020(Not includinginvestment in Mainland China) | (Unit:Foreign currency: thousands,NTD: thousands) | |||||||||||
| Investor Company | Investee Company | Location | Main business and products | Original / investment amount | Investm | ent as of December 31, 2020 | Net income (loss) of investee |
Investment income (loss) recognized |
Note | |||
| Ending balance |
Beginning balance |
Number of shares |
Percentage of ownership (%) |
Book value | ||||||||
| GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN INNOVATIVE BUILDING MATERIALS CO., LTD. WELLPOOL CO., LTD. EASE GREAT INVESTMENTS LTD. |
JIN SHUN MARITIME LTD. YUAN SHUN MARITIME LTD. JING SHUN MARITIME LTD. FENG SHUN MARITIME LTD. GOYU BUILDING MATERIALS CO., LTD. GIMPO MARINE CO., LTD. REIXIN ASSET MANAGEMENT INC. LAKE VERNICIA DEVELOPMENT COMPANY RAIXIN QUALITY PRODUCTS LTD. GAPE-GOLDSUN CORPORATION GREAT SMART LTD. GOLDSUN INTERNATIONAL DEVELOPMENT CORP. |
Hong Kong Hong Kong Hong Kong Hong Kong Chiayi, TW New Taipei City, TW Taipei, TW Taipei, TW Taipei, TW Taipei, TW Cayman Cayman |
Shipping Shipping Shipping Shipping Sales of building materials Shipping Real estate rental, sale and development Leisure farme management Upholstery and sales of furniture Sales of calcium silicate board and other boards Investment and holding Investment and holding |
$314,216 (USD 10,000) 466,588 (USD 15,150) 307,970 (USD 10,000) 192,481 (USD 6,250) 260,000 100,000 (Note2) 1,000 60,284 1,283 1,008,411 (USD 31,068) 1,875,333 (USD 57,100) |
$314,216 (USD 10,000) 1,198,017 (USD 15,150) (Note1) (Note1) 182,000 100,000 - - 48,667 1,283 2,531,767 (USD 78,000) 1,874,333 (USD 57,100) |
78,000,000 118,170,000 10,000,001 6,250,001 26,000,000 10,000,000 100,000,000 100,000 2,756,112 100,000 31,067,669 57,100,000 |
100% 100% 100% 100% 65% 100% 100% 100% 28% 100% 100% 100% |
$124,706 416,076 251,141 194,717 240,134 94,651 1,053,650 866 11,906 1,469 1,073,729 (USD 37,701) 3,303,019 ########### |
$(15,460) 5,418 (11,371) 14,178 (12,967) 9,873 8,780 (134) (27,438) 8 176,377 139,401 |
$(15,460) 5,418 (11,371) 14,178 (8,145) 9,873 7,771 (134) - - - - |
Note 3 Note 7 Associates Note 6 |
Note 1: YUAN SHUN MARITIME LTD. invested the entity in debt to equity swap.
Note 2: RUEI SHIN CONSTRUCION CO., LTD., a subsidiary, transferred part of its�independently operated business to a newly incorporated company, REIXIN ASSET�MANAGEMENT INC., that the Company own 100% share. The transferred business value is estimated 1,000,000 thousand. The Company obtained 100,000 thousand new shares issued by REIXIN ASSET MANAGEMENT INC. as consideration. The division reference date was January 1, 2020.
Note 3: YUAN SHUN MARITIME LTD. implement a capital reduction in cash USD$2,370 thousand. The Company withdraw the cash returns USD$7,500 thousand and accounts receivable USD$16,250 thousand.
Note 4: To simplify investment structure, strengthen efficiency the overall utilization of resource and enhance operational performance and competitiveness. Resolved by the Company’s Board of Directors on May 6, 2020, the Company has a merger with GOLDSUN INVESTMENT CO., LTD. After the merger, the Company is surviving company and GOLDSUN INVESTMENT CO., LTD. is dissolved company. The reference date of the merger was May 31, 2020.
Note 5: The Board of Directors of EASE GREAT INVESTMENTS LTD. approved a proposal of cash capital reduction on February 5, 2020. The capital reduction amount was US$86,000 thousand, the Company completed the capital reduction US$86,000 thousand in 2020. The Board of Directors of EASE GREAT INVESTMENTS LTD. approved a proposal of cash capital reduction on September 28, 2020. The capital reduction amount was US$4,170 thousand, the Company completed the capital reduction US$3,076 thousand in 2020. Note 6: The Board of Directors of GREAT SMART LTD. approved a proposal of cash capital reduction on November 6, 2019. The capital reduction amount was US$78,041 thousand, the Company completed the capital reduction USD$34,300 thousand and US$43,741 thousand in 2019 and 2020, respectively. The Board of Directors of EASE GREAT INVESTMENTS LTD. approved a proposal of cash capital reduction on August 31, 2020. As of December 31, 2020, the registration of capital reduction was completed. Note 7: The Company established a subsidiary, LAKE VERNICIA DEVELOPMENT COMPANY, on the third quarter of 2020 due to development various business. The total investment amount was NT$1,000 thousand.
202
ATTACHMENT 8: Investment in Mainland China as of December 31, 2020
(Unit:Foreign currency: thousands, NTD: thousands)
| Investee Company | Main business and products |
Total amount of paid- in capital |
Method of investment |
台積Accumulated outflow of investment from Taiwan as of January 1, 2020 |
Investment flows | Investment flows | 台積Accumulated outflow of investment from Taiwan as of December 31, 2020 |
Net income (loss) of investee Company |
Net income (loss) of investee Company |
Percentage of ownership |
Investment income (loss) recognized |
Carrying value as of December 31, 2020 |
Accumulated inward remittance of earnings as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | ||||||||||||
| GOLDSUN CONCRETE (SUZHOU) CO., LTD. GOLDSUN (CHANGSHU) CONCRETE CO., LTD. TAICANG PORT GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (WUJIANG) CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. LIANYUAN CONCH CEMENT CO., LTD. FUZHOU SANSHUN STONE MATERIAL CO., LTD. FUJIAN HENGZHONG SAND STONE CO., LTD.(Note9) YANG JUNG LEI JIN BUILDING MATERIALS LTD. |
Production and sales of ready-mixed concrete and cement products Production and sales of ready-mixed concrete and cement products Production and sales of ready-mixed concrete and cement products Production and sales of ready-mixed concrete and cement products Production and sales of ready-mixed concrete and cement products Production and sales of ready-mixed concrete and cement products Cement production and Sandstone processing Sandstone processing Sandstone processing |
$402,217 (USD 11,882) 459,388 (USD 14,200) 198,678 (USD 5,960) 197,939 (USD 5,960) 131,864 (USD 4,000) 198,527 (USD 5,960) 2,383,120 (USD 74,800) 1,016,143 (USD 33,503) 134,790 (RMB 30,000) 465,000 (RMB 100,000) |
(Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 2) (Note 3) (Note 3) (Note 4) |
$402,217 (USD 11,882) 459,388 (USD 14,200) 198,678 (USD 5,960) 197,939 (USD 5,960) 131,864 (USD 4,000) 198,527 (USD 5,960) 376,549 (USD 10,800) 453,555 (USD 14,566) 24,777 (USD 810) - |
$- - - - - - - - - - |
$- - - - - - - - - - |
$402,217 (USD 11,882) 459,388 (USD 14,200) 198,678 (USD 5,960) 197,939 (USD 5,960) 131,864 (USD 4,000) 198,527 (USD 5,960) 376,549 (USD 10,800) 453,555 (USD 14,566) 24,777 (USD 810) - |
$3,483 48,560 5,510 41,943 (Note 6) 7,787 40,516 (Note 6) 695,337 - - (24,255) |
100% 100% 100% 100% 100% 100% 20% 19% 19% - |
$3,483 48,560 5,510 41,943 (Note 6) 7,787 40,516 (Note 6) 139,067 - - (7,276) |
$427,894 560,469 226,121 661,520 (Note 6) 361,929 684,069 (Note 6) 724,912 415,780 (Note 5) 23,113 (Note 5) - (Note 4) |
$- - - - - - 11,504 (Note 9) - - - |
|
| Upper limit on investment $12,798,226 (Note 10) |
|||||||||||||
| Accumulated investment in Mainland China as of December 31, 2020 |
Investment amounts authorized by Investment Commission, MOEA |
Upper limit on investment | |||||||||||
| $3,468,955 (USD 105,540) |
$3,093,068 (USD 108,605) |
$12,798,226 (Note 10) |
Note 1: The Company established EASE GREAT INVESTMENTS LTD. in a third region. The Company reinvested in GOLDSUN INTERNATIONAL DEVELOPMENT CORP. (through EASE GREAT INVESTMENTS LTD.) and then invested in Mainland China. Note 2: The Company established EASE GREAT INVESTMENTS LTD. in a third region. The Company reinvested in GREAT SMART LTD. (through EASE GREAT INVESTMENTS LTD.) and then invested in Mainland China. Note 3: The Company established TAIWAN BUILDING MATERIALS (HONG KONG) LIMITED. in a third region and then invested in Mainland China. Note 4: Indirect investment through GOLDSUN (CHANGSHU) CONCRETE CO., LTD. The Group had disposed YANG JUNG LEI JIN BUILDING MATERIALS LTD. on May 15, 2020. Note 5: Company recognized the investment as “ Financial assets at fair value through other comprehensive income, non-current”. Note 6: Amount was recognized based on the audited financial statements. Note 7: The Company disposed the subsidiary, GOLDSUN COMENT (FUJIAN) CO., LTD, in 2019. Accumulated outflow of investment from Taiwan was NT$2,369,969 thousand (USD$72,500 thousand). EASE GREAT INVESTMENTS LTD. implement a capital reduction USD$43,597 thousand in cash through the return of share proceeds to the Company and remaining outflow of investment USD$28,903 thousand was not returned to Taiwan as of December 31, 2020. Note 8: The Company disposed the subsidiary, FU YANG PORT CO., LTD. in 2019. Accumulated outflow of investment from Taiwan was NT$322.625 thousand (USD$10,000 thousand). EASE GREAT INVESTMENTS LTD. implement a capital reduction USD$7,501 thousand in cash through the return of share proceeds to the Company and accumulated outflow of investment from Taiwan was USD$2,499 thousand as of December 31, 2020. Note 9: The Board of Directors of LIANYUAN CONCH CEMENT CO., LTD. approved a proposal of earnings distribution and dividends per share on July 27, 2020. GREAT SMART LTD. received the dividends RMB$38,890 thousand and had remitted RMB$26,127 (USD$3,874) thousand to Taiwan as of December 31, 2020.
203 Note 10: The Company is based on the new regulations promulgated by the Ministry of Economic Affairs in the Republic of China in 2008. The calculation method for the mainland area is 60% of the net value or the combined net value, whichever is higher.
Attachment 9: Information of Major Shareholder as of December 31, 2020
(Unit:Share)
| (Unit:Share) | |||
|---|---|---|---|
| Shares/Name | Number of shares | Percentage of ownership (%) | |
| Ordinary Stock | Preferred stock | ||
| SHIN LAN ENTERPRISE INC. TAIWAN SECOM CO., LTD. |
79,370,341 77,555,747 |
- - |
6.72% 6.57% |
204
- V. Standalone financial statements for the most recent fiscal year audited and validated by certified public accountants
Independent Auditors’ Report Translated from Chinese
To GOLDSUN BUILDING MATERIALS CO., LTD.
Opinion
We have audited the accompanying parent company only balance sheets of GOLDSUN BUILDING MATERIALS CO., LTD. (the “Company”) as of December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the parent company only financial statements, including the summary of significant accounting policies (together “the parent company only financial statements”).
In our opinion, , based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and cash flows for the years ended December 31, 2020 and 2019, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2020 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue Recognition
Revenue from contracts with customers that recognized by the Company amounted to NT$14,277,915 thousand for the year ended December 31, 2020, and the main source of revenue is the sale of pre-mixed concrete. The timing of sales was recognized when the performance obligations was satisfied that goods were delivered and accepted by the customers. Therefore, we
205
considered this a key audit matter.
Our audit procedures included, but not limited to:
-
Assessing the appropriateness of the accounting policy of revenue recognition and the process of generating and recognizing revenue; evaluating and testing the design and operating effectiveness of internal controls around revenue recognition.
-
Selecting samples to perform tests of details, performing tests of transaction detail which included reviewing vouchers of selected samples and cash receipts record to confirm the performance obligations was satisfied.
-
Performing cutoff testing through periods before and after the balance sheet date by reviewing related documentation of selected samples.
-
Executing accounts receivable confirmation procedures to confirm with the Company's customers. Moreover, performing other alternative audit procedures if customers do not return confirmations.
We also consider the appropriateness of the disclosures of operating revenue. Please refer to Note 4 and 6.
Other Matter – Making Reference to the Audits of Component Auditors
We did not audit the financial statements of certain associates, which statements reflected investments accounted for under the equity method of NT$986,640 thousand, representing 3% of the total assets as of December 31, 2020. The related shares of losses from the associates and joint ventures under the equity method amounted to NT$7,325 thousand, representing 0% of the net income/(loss) before income tax for the year ended December 31, 2020, and the related shares of other comprehensive loss from the associates and joint ventures under the equity method amounted to NT$0 thousand, representing 0% of the comprehensive loss for the year ended December 31, 2020. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company.
206
Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.
207
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Yu, Chien-Ju
Hsu, Hsin-Min
Ernst & Young, Taiwan March 15, 2021
208
English Translation of Financial Statements Originally Issued in Chinese
GOLDSUN BUILDING MATERIALS CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS December 31, 2020 and December 31, 2019 (Expressed in Thousands of New Taiwan Dollars)
| Assets | Notes | As | As | As | As | of | of | |
|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | |||||||
| Amount | % | Amount | % | |||||
| Current assets Cash and cash equivalents Financial assets at fair value through other comprehensive income, current Financial assets at amortized cost, current Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Other receivables - related parties Inventories, net Prepayments Total current assets Non-current assets Financial assets at fair value through other comprehensive income, non-current Investments accounted for under the equity method Property, plant and equipment Right-of-use assets Investment property, net Intangible assets Deferred tax assets Prepayment for equipment Refundable deposits Long-term receivable Total non-current assets Total assets |
4 and 6 4,5,6 and 8 4,6 and 8 4,5 and 6 4,5 and 6 4,5,6 and 7 7 4,5,6 and 8 7 4,5,6 and 8 4,5,6 and 8 4,6,7 and 8 4,6 and 7 4,5,6 and 8 4 and 6 4,5 and 6 7 4,5 and 6 |
$477,485 725,760 103,663 1,045,496 4,247,656 22,587 18,745 21,535 622,164 322,847 7,607,938 583,314 12,561,673 4,402,375 576,779 2,871,794 14,072 737,903 40,483 27,892 21,377 21,837,662 $29,445,600 |
2 3 - 4 14 - - - 2 1 26 2 43 15 2 9 - 3 - - - 74 100 |
$1,187,454 689,216 106,630 899,115 4,230,172 17,575 37,773 34,376 404,808 443,731 8,050,850 869,625 15,093,310 4,191,993 628,107 2,903,814 15,374 438,048 1,397 53,349 45,659 24,240,676 $32,291,526 |
4 3 - 3 13 - - - 1 1 25 3 47 13 2 9 - 1 - - - 75 100 |
The accompanying notes are an integral part of the parent company only financial statements.
209
210
English Translation of Financial Statements Originally Issued in Chinese
GOLDSUN BUILDING MATERIALS CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS December 31, 2020 and December 31, 2019
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | Notes | As | As | As | As | of | of | |
|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | |||||||
| Amount | % | Amount | % | |||||
| Current liabilities Short-term loans Short-term notes and bills payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Current tax liabilities Lease liabilities, current Other current liabilities Advanced receipts Current portion of long-term loans Total current liabilities Non-current liabilities Long-term loans Provisions, non-current Deferred tax liabilities Lease liabilities, non-current Long-term notes and bills payable Net defined benefit liabilities, non-current Guarantee deposits Total non-current liabilities Total liabilities Equity attributable to the parent Common stock Additional paid-in capital Retained earnings Legal reserve Special reserve Unappropriated earnings Total Retained earnings Other components of equity Treasury stock Total equity Total liabilities and equity |
4,6 and 8 6 and 8 7 7 4,5 and 6 4,6 and 7 4,6 and 8 4,6 and 8 4 and 6 4,5 and 6 4,6 and 7 6 and 8 4,5 and 6 7 4 and 6 6 6 6 6 |
$1,300,000 - 1,229,766 223,350 647,972 380,000 329,070 122,685 111,624 18,081 300,000 4,662,548 2,200,000 6,900 3,489 435,508 1,748,296 161,373 28,157 4,583,723 9,246,271 11,800,000 1,178,554 1,706,814 1,874,430 3,742,037 7,323,281 (97,717) (4,789) 20,199,329 $29,445,600 |
5 - 4 1 2 2 1 - - - 1 16 7 - - 1 6 1 - 15 31 40 4 6 6 13 25 - - 69 100 |
$2,910,000 2,608,730 1,272,567 163,436 580,660 890,000 19,170 97,310 123,055 7,557 200,000 8,872,485 2,300,000 4,800 738 496,045 - 206,029 27,080 3,034,692 11,907,177 13,850,003 1,177,219 1,596,648 1,874,430 1,881,076 5,352,154 15,012 (10,039) 20,384,349 $32,291,526 |
9 8 4 - 2 3 - - - - 1 27 7 - - 2 - 1 - 10 37 43 4 5 5 6 16 - - 63 100 |
The accompanying notes are an integral part of the parent company only financial statements.
211
English Translation of Financial Statements Originally Issued in Chinese
GOLDSUN BUILDING MATERIALS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Item | Notes | 2020 | 2019 | 2019 | |
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Operating revenue Operating costs Gross profit Operating expenses Sales and marketing expenses General and administrative expenses Research and development expenses Expected credit losses Subtotal Operating income Non-operating income and loss Interest income Other income Other gains and losses Finance costs Share of profit or loss of associates and joint ventures Subtotal Income before income tax Income tax expense Net income Other comprehensive income Items that will not be reclassified subsequently to profit or loss Remeasurements of defined benefit plans Unrealized gains on fair value through other comprehensive income equity instrument investment Share of other comprehensive (loss) income of subsidiaries and associates- may not be reclassified subsequently to profit or loss Income tax related to items that will not be reclassified Items that may be reclassified subsequently to profit or loss Share of other comprehensive (loss) income of subsidiaries and associates- may be reclassified subsequently to profit or loss Total other comprehensive (loss) income, net of tax Total comprehensive income Earnings per share (NT$) Basic earnings per share Diluted earnings per share |
4,5,6 and 7 6 and 7 4,5,6 and 7 4 and 6 7 4,5 and 6 4 and 6 6 |
$14,494,761 (11,979,077) 2,515,684 (105,653) (351,434) (8,930) (46,800) (512,817) 2,002,867 7,196 116,526 (48,790) (72,055) 500,459 503,336 2,506,203 (33,276) 2,472,927 1,752 (146,497) 296 (350) (54,895) (199,694) $2,273,233 $1.90 $1.90 |
100 (83) 17 (1) (2) - - (3) 14 - 1 - - 3 4 17 - 17 - (1) - - - (1) 16 |
$12,728,434 (11,707,715) |
100 (92) |
| 1,020,719 | 8 | ||||
| (138,045) (374,442) (9,822) (49,129) |
(1) (3) - - |
||||
| (571,438) | (4) | ||||
| 449,281 | 4 | ||||
| 11,906 97,970 269,644 (103,725) 397,638 |
- 1 2 (1) 3 |
||||
| 673,433 | 5 | ||||
| 1,122,714 (21,055) |
9 - |
||||
| 1,101,659 | 9 | ||||
| (2,854) 222,803 441 571 (60,374) |
- 2 - - (1) |
||||
| 160,587 | 1 | ||||
| $1,262,246 | 10 | ||||
| $0.80 | |||||
| $0.80 | |||||
The accompanying notes are an integral part of the parent company only financial statements.
212
English Translation of Financial Statements Originally Issued in Chinese
GOLDSUN BUILDING MATERIALS CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)
| Common Stock | Additional Paid-in Capital |
Retained Earnings | Other Components of Equity | Other Components of Equity | Treasury Stock | Total Equity | |||
|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | Unappropriated Earnings |
Exchange Differences on Translation of Foreign Operations |
Unrealized Gain or Loss on Financial Assets at fair value through other comprehensive income |
|||||
| Balance as of January 1, 2019 Appropriations and distributions of 2018 unappropriated earnings Legal reserve Cash dividends Other changes in capital reserve Donated surplus Net income in 2019 Other comprehensive (loss) income, net of tax in 2019 Total comprehensive income Parent company's cash dividends received by subsidiaries The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries Disposal of equity instruments measured at fair value through other comprehensive income Balance as of December 31, 2019 Balance as of January 1, 2020 Appropriations and distributions of 2019 unappropriated earnings Legal reserve Cash dividends Other changes in capital reserve Donated surplus Net income in 2020 Other comprehensive (loss) income, net of tax in 2020 Total comprehensive income Capital reduction by cash Treasury stock acquired Treasury stock cancelled Parent company's cash dividends received by subsidiaries The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries Disposal of equity instruments measured at fair value through other comprehensive income Balance as of December 31, 2020 |
$13,850,003 - - - - - |
$1,177,912 - - 11 - - |
$1,545,164 51,484 - - - - |
$1,874,430 - - - - - |
$1,183,489 (51,484) (346,250) - 1,101,659 (1,842) |
$(436,859) - - - - (60,374) |
$298,195 - - - - 222,803 |
$(10,039) - - - - - |
$19,482,295 - (346,250) 11 1,101,659 160,587 |
| - | - | - | - | 1,099,817 | (60,374) | 222,803 | - | 1,262,246 | |
| - - - |
910 (1,614) - |
- - - |
- - - |
- (13,249) 8,753 |
- - - |
- - (8,753) |
- - - |
910 (14,863) - |
|
| $13,850,003 | $1,177,219 | $1,596,648 | $1,874,430 | $1,881,076 | $(497,233) | $512,245 | $(10,039) | $20,384,349 | |
| $13,850,003 - - - - - |
$1,177,219 - - 179 - - |
$1,596,648 110,166 - - - - |
$1,874,430 - - - - - |
$1,881,076 (110,166) (413,643) - 2,472,927 1,698 |
$(497,233) - - - - (54,895) |
$512,245 - - - - (146,497) |
$(10,039) - - - - - |
$20,384,349 - (413,643) 179 2,472,927 (199,694) |
|
| - | - | - | - | 2,474,625 | (54,895) | (146,497) | - | 2,273,233 | |
| (1,988,093) - (61,910) - - - |
- - 69 1,092 (5) - |
- - - - - - |
- - - - - - |
- - - - (1,192) (88,663) |
- - - - - - |
- - - - - 88,663 |
5,250 (61,841) 61,841 - - - |
(1,982,843) (61,841) - 1,092 (1,197) - |
|
| $11,800,000 | $1,178,554 | $1,706,814 | $1,874,430 | $3,742,037 | $(552,128) | $454,411 | $(4,789) | $20,199,329 | |
The accompanying notes are an integral part of the parent company only financial statements.
213
English Translation of Financial Statements Originally Issued in Chinese
GOLDSUN BUILDING MATERIALS CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)
| Description | 2020 | 2019 |
|---|---|---|
| Cash flows from operating activities: Profit before tax from continuing operations Net income before tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Depreciation Amortization Expected credit losses Interest expense Interest revenue Dividend income Share of gain of subsidiaries and associates Gain on disposal of property, plant and equipment Loss (gain) on disposal of investment property (Gain) loss on lease modification Changes in operating assets and liabilities: Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Other receivables - related parties Inventories, net Prepayments Long-term receivable Notes payable Accounts payable Accounts payable - related parties Other payables Other current liabilities Advanced receipts Net defined liabilities, non-current Cash inflow (outflow) generated from operations Interest received Interest paid Income tax paid Net cash provided by (used in) operating activities Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Capital deducted by cash of financial assets at fair value through other comprehensive income Decrease in financial assets at amortized cost Acquisition of subsidiaries (net of cash acquired) Acquisition of investments accounted for under the equity method Cash returns from capital reduction of subsidiaries Proceeds from disposal of property, plant and equipment Acquisition of property, plant and equipment Proceeds from disposal of investment property Acquisition of investment property Acquisition of intangible assets (Increase) decrease in prepayment for equipment (Increase) decrease in refundable deposits Dividends received Net cash provided by investing activities Cash flows from financing activities: (Decrease) increase in short-term loans (Decrease) increase in short-term notes and bills payable Decrease in other payables - related parties Decrease in bonds payable Increase in long-term loans Decrease in long-term loans Increase in long-term notes and bills payable Increase (decrease) in guarantee deposits Cash payments for the principal portion of the lease liability Capital reduction by cash Treasury stock acquired Donated surplus Cash dividends paid Net cash (used in) provided by financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
$2,506,203 2,506,203 309,366 6,703 46,800 72,055 (7,196) (81,863) (500,459) (2,909) 12,333 (2,132) (146,785) 3,536 (5,012) 19,028 12,841 (217,356) 134,455 (43,134) - (42,801) 59,914 68,598 (15,742) 10,524 (43,254) 2,153,713 7,196 (73,341) (16,169) 2,071,399 (109,609) 214,080 7,722 2,967 18,327 (81,899) 2,885,172 7,651 (284,082) - (5,849) (5,276) (126,704) 25,457 234,192 2,782,149 (1,610,000) (2,608,730) (510,000) - 5,600,000 (5,600,000) 1,748,296 1,077 (120,552) (1,988,093) (61,841) (31) (413,643) (5,563,517) (709,969) 1,187,454 $477,485 |
$1,122,714 1,122,714 290,723 6,725 49,129 103,725 (11,906) (77,415) (397,639) (17,832) (297,874) 38 (1,473) (667,034) 8,956 (35,366) (6,442) (9,728) (71,770) (93,688) (1,089) (252,255) (27,731) 49,390 29,085 (189,647) (24,043) (522,447) 11,906 (105,468) - (616,009) (30,920) 122,630 2,378 138,980 - (28,128) 239,278 19,206 (181,090) 617,688 (195) (8,331) 6,318 (34,376) 339,383 1,202,821 210,000 880,905 (485,000) (1,000,000) 5,400,000 (4,500,000) - (4,928) (130,941) - - (31) (346,250) 23,755 610,567 576,887 $1,187,454 |
The accompanying notes are an integral part of the parent company only financial statements.
214
English Translation of Financial Statements Originally Issued in Chinese GOLDSUN BUILDING MATERIALS CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
For the Years Ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
1. History and organization
GOLDSUN BUILDING MATERIALS CO., LTD. (“the Company”) was incorporated under the laws of the Republic of China (“R.O.C.”) in November 1954. The Company is engaged mainly in the production and sales pre-mixed concrete and building rental. In March 1978, the Company listed its shares of stock on the Taiwan Stock Exchange (“TWSE”). The Company’s registered office and the main business location is at 7F, No.8, Xinhu 1st Rd., Neihu Dist., Taipei City, Taiwan (R.O.C.)
2. Date and procedures of authorization of financial statements for issue
The parent company only financial statements of the Company for the years ended December 31, 2020 and 2019 were authorized for issue by the Board of Directors on March 15, 2021.
3. Newly issued or revised standards and interpretations
- (1) Changes in accounting policies resulting from applying for the first-time certain standards and amendments
The Company applied for the first-time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after 1 January 2020. Apart from the nature and impact of the new standard and amendment is described below, the remaining new standards and amendments had no material impact on the Company.
Covid-19-Related Rent Concessions (Amendment to IFRS 16)
The Company elected to early apply Covid-19-Related Rent Concessions (Amendment to IFRS 16) which is recognized by FSC for annual periods beginning on or after 1 January 2020, and in accordance with the requirements of the transition. For the rent concession arising as a direct consequence of the covid-19 pandemic, the Company elected not to assess whether it is a lease modification but accounted it as a variable lease payment. Please refer to Note 6 for disclosure related to the lessee which required by the amendment.
- (2) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, but not yet adopted by the Company as at the end of the reporting period are listed below.
| Items | New, Revised or Amended Standards and Interpretations |
Effective Date issued byIASB |
|---|---|---|
| a | Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16) |
January 1, 2021 |
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- (a) Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
The final phase amendments mainly relate to the effects of the interest rate benchmark reform on the companies’ financial statements:
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D. A company will not have to derecognise or adjust the carrying amount of financial instruments for changes to contractual cash flows as required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate;
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E. A company will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge meets other hedge accounting criteria; and
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F. A company will be required to disclose information about new risks arising from the reform and how it manages the transition to alternative benchmark rates.
The abovementioned amendments that are applicable for annual periods beginning on or after January 1, 2021 have no material impact on the Company.
- (3) Standards or interpretations issued, revised or amended, by IASB which are not endorsed by FSC, and not yet adopted by the Company as at the end of the reporting period are listed below.
| Items | New, Revised or Amended Standards and Interpretations |
Effective Date issued byIASB |
|---|---|---|
| a | IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” – Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures |
To be determined by IASB |
| b | IFRS 17 “Insurance Contracts” | January1,2023 |
| c | Classification of Liabilities as Current or Non-current – Amendments to IAS 1 |
January 1, 2023 |
| d | Narrow-scope amendments of IFRS, including Amendments to IFRS 3, Amendments to IAS 16, Amendments to IAS 37 and the Annual Improvements |
January 1, 2022 |
| e | Disclosure Initiative - Accounting Policies – Amendments to IAS 1 |
January 1, 2023 |
| f | Definition of AccountingEstimates – Amendments to IAS 8 | January1,2023 |
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- (a) IFRS 10“Consolidated Financial Statements” and IAS 28“Investments in Associates and Joint Ventures” – Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures
The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures , in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.
IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.
- (b) IFRS 17 “Insurance Contracts”
IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a company of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The fulfilment cash flows comprise of the following:
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(1) estimates of future cash flows;
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(2) Discount rate: an adjustment to reflect the time value of money and the financial risks related to the future cash flows, to the extent that the financial risks are not included in the estimates of the future cash flows; and
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(3) a risk adjustment for non-financial risk.
The carrying amount of a company of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims. Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.
IFRS 17 was issued in May 2017 and it was amended in June 2020. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after 1 January 2023 (from the original effective date of 1 January 2021);
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provide additional transition reliefs; simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. IFRS 17 replaces an interim Standard – IFRS 4 Insurance Contracts – from annual reporting periods beginning on or after 1 January 2023.
- (c) Classification of Liabilities as Current or Non-current – Amendments to IAS 1
These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.
- (d) Narrow-scope amendments of IFRS, including Amendments to IFRS 3, Amendments to IAS 16, Amendments to IAS 37 and the Annual Improvements
A. Updating a Reference to the Conceptual Framework (Amendments to IFRS 3) The amendments updated IFRS 3 by replacing a reference to an old version of the Conceptual Framework for Financial Reporting with a reference to the latest version, which was issued in March 2018. The amendments also added an exception to the recognition principle of IFRS 3 to avoid the issue of potential “day 2” gains or losses arising for liabilities and contingent liabilities. Besides, the amendments clarify existing guidance in IFRS 3 for contingent assets that would not be affected by replacing the reference to the Conceptual Framework.
- B. Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)
The amendments prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss.
C. Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37) The amendments clarify what costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous.
D. Annual Improvements to IFRS Standards 2018 - 2020
Amendment to IFRS 1
The amendment simplifies the application of IFRS 1 by a subsidiary that becomes a first-time adopter after its parent in relation to the measurement of cumulative translation differences.
Amendment to IFRS 9 Financial Instruments
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The amendment clarifies the fees a company includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability.
Amendment to Illustrative Examples Accompanying IFRS 16 Leases
The amendment to Illustrative Example 13 accompanying IFRS 16 modifies the treatment of lease incentives relating to lessee’s leasehold improvements.
Amendment to IAS 41
The amendment removes a requirement to exclude cash flows from taxation when measuring fair value thereby aligning the fair value measurement requirements in IAS 41 with those in other IFRS Standards.
- (e) Disclosure Initiative - Accounting Policies – Amendments to IAS 1
The amendments improve accounting policy disclosures that to provide more useful information to investors and other primary users of the financial statements.
- (f) Definition of Accounting Estimates – Amendments to IAS 8
The amendments introduce the definition of accounting estimates and included other amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to help companies distinguish changes in accounting estimates from changes in accounting policies.
The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Company’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. As the Company is still currently determining the potential impact of the standards and interpretations listed, it is not practicable to estimate their impact on the Company at this point in time.
4. Summary of Significant Accounting Policies
- (1) Statement of compliance
The parent company only financial statements of the Company for the years ended December 31, 2020 and 2019 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”).
- (2) Basis of preparation
The Company prepared parent company only financial statements in accordance with Article
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21 of the Regulations, which provided that the profit or loss and other comprehensive income for the period presented in the parent company only financial statements shall be the same as the profit or loss and other comprehensive income attributable to stockholders of the parent presented in the consolidated financial statements for the period, and the total equity presented in the parent company only financial statements shall be the same as the equity attributable to the parent company presented in the consolidated financial statements. Therefore, the Company accounted for its investments in subsidiaries using equity method and, accordingly, made necessary adjustments.
The parent company only financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The parent company only financial statements are expressed in thousands of New Taiwan Dollars (“NT$”) unless otherwise stated.
(3) Foreign currency transactions
The Company’s parent company only financial statements are presented in NT$, which is also the Company’s functional currency.
Transactions in foreign currencies are initially recorded by the Company at its functional currency rates prevailing at the date of the transaction. Mon Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as of the dates of the initial transactions.
All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:
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A. Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.
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B. Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instruments.
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C. Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.
When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When
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a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.
- (4) Translation of financial statements in foreign currency
The assets and liabilities of foreign operations are translated into NT$ at the closing rate of exchange prevailing at the reporting date and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized. The following partial disposals are accounted for as disposals:
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(a) when the partial disposal involves the loss of control of a subsidiary that includes a foreign operation; and
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(b) when the retained interest after the partial disposal of an interest in a joint arrangement or a partial disposal of an interest in an associate that includes a foreign operation is a financial asset that includes a foreign operation.
On the partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation. In partial disposal of an associate or joint arrangement that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.
Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.
(5) Current and non-current distinction
An asset is classified as current when:
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A. The Company expects to realize the asset, or intends to sell or consume it, in its normal operating cycle
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B. The Company holds the asset primarily for the purpose of trading
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C. The Company expects to realize the asset within twelve months after the reporting period
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- D. The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when:
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A. The Company expects to settle the liability in its normal operating cycle
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B. The Company holds the liability primarily for the purpose of trading
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C. The liability is due to be settled within twelve months after the reporting period
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D. The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
All other liabilities are classified as non-current.
- (6) Cash and cash equivalents
Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value (including fixed-term deposits that have maturities of 3 months from the date of acquisition).
- (7) Financial instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
- A. Financial instruments: Recognition and Measurement
The Company accounts for regular way purchase or sales of financial assets on the delivery date.
The Company classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:
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a. the Company’s business model for managing the financial assets and
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b. the contractual cash flow characteristics of the financial asset.
Financial assets measured at amortized cost
A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:
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a. assets in order to collect contractual cash flows and
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b. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.
Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
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a. Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
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b. financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Financial asset measured at fair value through other comprehensive income
A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:
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a. the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and
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b. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income are described as below:
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a. A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.
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b. When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss or retained earnings as a reclassification adjustment.
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c. Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
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iii. Purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
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iv. Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Besides, for certain equity investments within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies, the Company made an irrevocable election to present the changes of the fair value in other comprehensive income at initial recognition. Amounts presented in other comprehensive income shall not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and these investments should be presented as financial assets measured at fair value through other comprehensive income on the balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represents a recovery of part of the cost of investment.
Financial asset measured at fair value through profit or loss
Financial assets were classified as measured at amortized cost or measured at fair value through other comprehensive income based on aforementioned criteria. All other financial assets were measured at fair value through profit or loss and presented on the balance sheet as financial assets measured at fair value through profit or loss.
Such financial assets are measured at fair value, the gains or losses resulting from remeasurement is recognized in profit or loss which includes any dividend or interest received on such financial assets.
B. Impairment of financial assets
The Company recognizes a loss allowance for expected credit losses on debt instrument
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investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the statement of financial position.
The Company measures expected credit losses of a financial instrument in a way that reflects:
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a. an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
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b. the time value of money; and
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c. reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
The loss allowance is measures as follow:
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a. At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Company measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.
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b. At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
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c. For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Company measures the loss allowance at an amount equal to lifetime expected credit losses.
At each reporting date, the Company needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.
C. Derecognition of financial assets
A financial asset is derecognized when:
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a. The rights to receive cash flows from the asset have expired
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b. The Company has transferred the asset and substantially all the risks and rewards of the asset have been transferred
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c. The Company has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.
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On derecognition of a financial asset in its entirety, the difference between the carryingamount and the consideration received or to be received including any cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss (for debt instruments) or directly in retained earnings (for equity instruments).
If the transferred asset is part of a larger financial asset and the part transferred qualifies for derecognition in its entirety, the Company allocates the previous carrying amount of the larger financial asset between the part that continues to be recognized and the part that is derecognized, based on the relative fair values of those parts on the date of the transfer. Any cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized and the part that is derecognized, based on the relative fair values of those parts. The difference between the carrying amount allocated to the part derecognized and the sum of the consideration received for the part derecognized and any cumulative gain or loss allocated that had been recognized in other comprehensive income, is recognized in profit or loss or directly in retained earnings.
D. Financial liabilities and equity
Classification between liabilities or equity
The Company classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
Compound instruments
The Company evaluates the terms of the convertible bonds issued to determine whether it contains both a liability and an equity component. Furthermore, the Company assesses if the economic characteristics and risks of the put and call options contained in the convertible bonds are closely related to the economic characteristics and risk of the host contract before separating the equity element.
For the liability component excluding the derivatives, its fair value is determined based on the rate of interest applied at that time by the market to instruments of comparable credit status. The liability component is classified as a financial liability measured at amortized cost before the instrument is converted or settled.
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For the embedded derivative that is not closely related to the host contract (for example, if the exercise price of the embedded call or put option is not approximately equal on each exercise date to the amortized cost of the host debt instrument), it is classified as a liability component and subsequently measured at fair value through profit or loss unless it qualifies for an equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. Its carrying amount is not remeasured in the subsequent accounting periods. If the convertible bond issued does not have an equity component, it is accounted for as a hybrid instrument in accordance with the requirements under IFRS 9 Financial Instruments.
Transaction costs are apportioned between the liability and equity components of the convertible bond based on the allocation of proceeds to the liability and equity components when the instruments are initially recognized.
On conversion of a convertible bond before maturity, the carrying amount of the liability component being the amortized cost at the date of conversion is transferred to equity.
Financial liabilities
Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated as at fair value through profit or loss. A financial liability is classified as held for trading if:
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a. it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term;
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b. on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or
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c. it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).
If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:
- a. it eliminates or significantly reduces a measurement or recognition inconsistency; or b. a Company of financial liabilities or financial assets and financial liabilities is managed
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and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the key management personnel.
Gains or losses on the subsequent measurement of liabilities at fair value through profit or loss including interest paid are recognized in profit or loss.
Financial liabilities at amortized cost
Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
E. Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
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- (8) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
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A. In the principal market for the asset or liability, or
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B. In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible to by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
- (9) Inventories
Inventories are valued at lower of cost and net realizable value item by item.
Costs incurred in bringing each inventory to its present location and condition are accounted for as follows:
Raw materials - Purchase cost based on a weighted average cost basis.
Finished goods and work in progress - Cost of direct materials and labor and a proportion of manufacturing overheads based on normal operating capacity but excluding borrowing costs.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
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(10) Investments accounted for under the equity method
The investment in a subsidiary is according to “Rule Governing the Preparation of Financial Statements 21 by Securities Issuers”. Therefore, profit for the year and other comprehensive income for the year reported in the parent company only financial statements, shall be equal to profit for the year and other comprehensive income attributable to owners of the parent reported in the consolidated financial statements, equity reported in the parent company only financial statements shall be equal to equity attributable to owners of parent reported in the consolidated financial statements. According to IFRS 10 – Consolidated Financial Statements , agreeing with the amount of net income, other comprehensive income and equity attributable to shareholders of the parent in the consolidated financial statements, the differences of the accounting treatment between the parent company only basis and the consolidated basis are adjusted under the heading of investments accounted for using equity method, share of profits of subsidiaries and associates and share of other comprehensive income of subsidiaries and associates in the parent company only financial statements.
The Company’s investment in its associate is accounted for under the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Company has significant influence.
Under the equity method, the investment in the associate is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Company’s share of net assets of the associate. After the interest in the associate is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. Unrealized gains and losses resulting from transactions between the Company and the associate is eliminated to the extent of the Company’s related interest in the associate.
When changes in the net assets of an associate occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Company’s percentage of ownership interests in the associate, the Company recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate on a prorate basis.
When the associate issues new stock, and the Company’s interest in an associate is reduced or increased as the Company fails to acquire shares newly issued in the associate proportionately to its original ownership interest, the increase or decrease in the interest in the associate is recognized in Additional Paid in Capital and Investment accounted for using the equity method. When the interest in the associate is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Company disposes the associate.
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The financial statements of the associate are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company.
The Company determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired in accordance with IAS 39 Financial Instruments: Recognition and Measurement . If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets . In determining the value in use of the investment, the Company estimates:
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A. Its share of the present value of the estimated future cash flows expected to be generated by the associate, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or
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B. The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.
Because goodwill that forms part of the carrying amount of an investment in an associate is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets .
Upon loss of significant influence over the associate, the Company measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss.
For investments of joint control units except for assets held for sale, the company also adopted equity method. Joint control unit means that the Company has joint control and involves in foundation of company, partnership, or other units.
(11) Property, plant and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. 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. When significant parts of property, plant and equipment are required to be replaced in intervals, the Company recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment . When a major inspection is performed, its cost is recognized in the
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carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
Buildings 5~55 years Machinery and equipment 2~10 years Transportation equipment 2~10 years Right-of-use assets 2~15 years Other equipment 3~5 years Lease improvement 2~20 years
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.
The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.
(12) Investment property
The Company’s owned investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, other than those that meet the criteria to be classified as held for sale (or are included in a disposal Company that is classified as held for sale) in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, investment properties are measured using the cost model in accordance with the requirements of IAS 16 Property, plant and equipment for that model. If investment properties are held by a lessee as right-of-use assets and is not held for sale in accordance with IFRS 5, investment properties are measured in accordance with the requirements of IFRS 16.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
Buildings
30~55 years
Investment properties are derecognized when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of derecognition.
The Company transfers to or from investment properties when there is a change in use for these assets.
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Properties are transferred to or from investment properties when the properties meet, or cease to meet, the definition of investment property and there is evidence of the change in use.
- (13) Leases
The Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Company assesses whether, throughout the period of use, has both of the following:
-
A. the right to obtain substantially all of the economic benefits from use of the identified asset; and
-
B. the right to direct the use of the identified asset.
For a contract that is, or contains, a lease, the Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Company for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Company estimates the stand-alone price, maximizing the use of observable information.
Company as a lessee
Except for leases that meet and elect short-term leases or leases of low-value assets, the Company recognizes right-of-use asset and lease liability for all leases which the Company is the lessee of those lease contracts.
At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
- F. fixed payments (including in-substance fixed payments), less any lease incentives
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receivable;
-
G. variable lease payments that depend on an index or rate, initially measured using the index or rate as at the commencement date;
-
H. amounts expected to be payable by the lessee under residual value guarantees;
-
I. the exercise price of a purchase option if the Company is reasonably certain to exercise that option; and.
-
J. payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
After the commencement date, the Company measures the lease liability on an amortized cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.
At the commencement date, the Company measures the right-of-use asset at cost. Cost of right-of-use asset contains:
-
A. the amount of the initial measurement of the lease liability;
-
B. any lease payments made at or before the commencement date, less any lease incentives received
-
C. any initial direct costs incurred by the lessee; and
-
D. an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
For subsequent measurement of the right-of-use asset, the Company measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Company measures the right-of-use applying a cost model.
If the lease transfers ownership of the underlying asset to the Company by the end of the lease term or if the cost of the right-of-use asset reflects that the Company will exercise a purchase option, the Company depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Company depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The Company applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
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Except for those leases that the Company accounted for as short-term leases or leases of low-value assets, the Company presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statement’s comprehensive income.
For short-term leases or leases of low-value assets, the Company elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.
Company as a lessor
At inception of a contract, the Company classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Company recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.
For a contract that contains lease components and non-lease components, the Company allocates the consideration in the contract applying IFRS 15.
The Company recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.
(14) Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as finite. Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting
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estimates.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.
A summary of the policies applied to the Company’s intangible assets is as follows:
| Useful lives Amortization method used Internally generated or acquired |
Computer software |
|---|---|
| Finite Amortized on a straight- line basis over the estimated useful life (3~5 years) Acquired |
(15) Impairment of non-financial assets
The Company assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Company of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.
An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.
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(16) Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Provision for decommissioning, restoration and rehabilitation costs
The provision for decommissioning, restoration and rehabilitation costs arose on construction of a property, plant and equipment. Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of that particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is expensed as incurred and recognized as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
(17) Treasury shares
Own equity instruments which are reacquired (treasury shares) are recognized at cost and deducted from equity. Any difference between the carrying amount and the consideration is recognized in equity.
(18) Revenue recognition
The Company’s revenue arising from contracts with customers are primarily related to sale of goods and rendering of services. The accounting policies are explained as follow:
Sale of goods
The Company sells merchandise. Sales are recognized when control of the goods is transferred to the customer and the goods are delivered to the customers. The main product of the Company is pre-mixed concrete and cement. Revenue are recognized based on the consideration stated in the contract.
The Company provides its customer with a warranty with the purchase of the products. The warranty provides assurance that the product will operate as expected by the customers. And the warranty is accounted in accordance with IAS 37.
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The credit period of the Company’s sale of goods is from 90 to 120 days. For most of the contracts, when the Company transfers the goods to customers and has a right to an amount of consideration that is unconditional, these contracts are recognized as trade receivables. The Company usually collects the payments shortly after transfer of goods to customers; therefore, there is no significant financing component to the contract. The other part of the account’s receivable is the contract between the Company and the customer to deliver the promised goods or services to the customer, but the payment period is more than one year according to the contract. Therefore, the Company adjusts the transaction price for the time value of money. However, some of the contracts are subject to partial consideration for the customers before the transfer of the goods. The Company is obliged to undertake the subsequent transfer of the goods and is therefore recognized as a contract liability.
(19) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
(20) Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. Where the grant relates to an asset, it is recognized as deferred income and released to income in equal amounts over the expected useful life of the related asset. When the grant relates to an expense item, it is recognized as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate.
Where the Company receives non-monetary grants, the asset and the grant are recorded gross at nominal amounts and released to the statement of comprehensive income over the expected useful life and pattern of consumption of the benefit of the underlying asset by equal annual installments. Where loans or similar assistance are provided by governments or related institutions with an interest rate below the current applicable market rate, the effect of this favorable interest is regarded as additional government grant.
(21) Post-employment benefits
All regular employees of the Company are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Company and its domestic subsidiaries. Therefore, fund assets are not included in the Company’s parent company only financial statements.
For the defined contribution plan, the Company and its domestic subsidiaries will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to
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the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due. Overseas subsidiaries and branches make contribution to the plan based on the requirements of local regulations.
Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Re-measurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur. Past service costs are recognized in profit or loss on the earlier of:
-
A. the date of the plan amendment or curtailment, and
-
B. the date that the Company recognizes restructuring-related costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.
- (22) Income taxes
Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.
The income tax for undistributed retained earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.
Deferred tax
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
-
A. Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
-
B. In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary
239
differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
-
A. Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
-
B. In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
Deferred 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 reporting date. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
5. Significant Accounting Judgments, Estimates and Assumptions
The preparation of the Company’s parent company only financial statements require management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumption and estimate could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
(1) Judgment
In the process of applying the Company’s accounting policies, management made the following judgments, which have the most significant effect on the amounts recognized in the parent company only financial statements:
A. Investment properties
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Certain properties of the Company comprise a portion that is held to earn rentals or for capital appreciation and another portion that is owner-occupied. If these portions could be sold separately, the Company accounts for the portions separately as investment properties and property, plant and equipment. If the portions could not be sold separately, the property is classified as investment property in its entirety only if the portion that is owner-occupied is under 5% of the total property.
B. Operating lease commitment - Company as the lessor
The Company has entered into commercial property leases on its investment property portfolio. The Company has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership of these properties, and accounts for the contracts as operating leases.
- C. De facto control without a majority of the voting rights in subsidiaries
The Company does not have majority of the voting rights in certain subsidiaries. However, after taking into consideration factors such as absolute size of the Company’s holding, relative size of the other shareholdings, how widely spread are the remaining shareholders, contractual arrangements between shareholders, potential voting rights, etc., the Company reached the conclusion that it has de facto control over these subsidiaries. Please refer to Note 4(3) for further details.
- (2) Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
A. Fair value of financial instruments
Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the income approach (for example the discounted cash flow model) or market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.
B. Impairment of non-financial assets
An impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date less incremental costs that would be directly attributable to the disposal of the asset or cash generating unit. The value in use calculation is based on a discounted cash flow model. The cash flows projections are derived from the budget for the next five years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset’s performance of the cash generating unit being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.
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C. Pension benefits
The cost of post-employment benefit and the present value of the pension obligation under defined benefit pension plans are determined using actuarial valuations. An actuarial valuation involves making various assumptions. These include the determination of the discount rate and future salary increases. Please refer to Note 6 for more details.
D. Income tax
Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective Company company's domicile.
Deferred tax assets are recognized for all carryforward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies. Please refer to Note 6 for disclosure on unrecognized deferred tax assets of the Company as of December 31, 2020.
E. Accounts receivables–estimation of impairment loss
The Company estimates the impairment loss of accounts receivables at an amount equal to lifetime expected credit losses. The credit loss is the present value of the difference between the contractual cash flows that are due under the contract (carrying amount) and the cash flows that expects to receive (evaluate forward looking information). However, as the impact from the discounting of short-term receivables is not material, the credit loss is measured by the undiscounted cash flows. Where the actual future cash flows are lower than expected, a material impairment loss may arise. Please refer to Note 6 for more details.
6. Contents of Significant Accounts
(1) Cash and cash equivalents
| ash and cash equivalents | ||
|---|---|---|
| Cash on hand and petty cash Checking accounts and demand deposits Time deposits Cash equivalents (Note) Total |
As of December31, | |
| 2020 | 2019 | |
| $4,590 296,215 5,475 171,205 |
$4,590 872,696 239,232 70,936 |
|
| $477,485 | $1,187,454 |
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Note: The Cash equivalents is Bank’s short-term bill that have maturity within 3 months.
(2) Financial assets at fair value through other comprehensive income
| Equity instrument investments measured at fair value through other comprehensive income: Listed companies’ stocks Unlisted companies’ stocks Total Current Non-current Total |
As of December31, | As of December31, |
|---|---|---|
| 2020 | 2019 | |
| $1,205,250 103,824 |
$1,316,165 242,676 |
|
| $1,309,074 | $1,558,841 |
|
| $725,760 583,314 |
$689,216 869,625 |
|
| $1,309,074 | $1,558,841 |
Please refer to Note 8 for more details on financial assets at fair value through other comprehensive income under pledge.
In consideration of the Company’s investment strategy, the Company sold, and derecognized partial equity instrument investments measured at fair value through other comprehensive income. Details on derecognition of such investments for the years ended December 31, 2020 and 2019 are as follow:
| The fair value of the investments at the date of derecognition The cumulative gain or loss on disposal reclassified from other equity to retained earnings |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
$214,080 (88,663) |
$122,630 8,753 |
- (3) Financial assets measured at amortized cost
| Time deposit | As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $103,663 | $106,630 |
Please refer to Note 8 for more details on financial assets measured at amortized cost under pledge.
- (4) Notes receivable
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| Notes receivables arising from operating activities Less: loss allowance Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $1,046,358 (862) |
$899,573 (458) |
|
| $1,045,496 | $899,115 |
Notes receivable were not pledged.
The Company adopted IFRS 9 for impairment assessment. Please refer to Note 6(19) for more details on loss allowance and Note 12 for details on credit risk.
- (5) Accounts receivable, accounts receivable from related parties, and long-term receivables
Accounts receivable and accounts receivable - related parties
| counts receivable and accounts receivable-related parties | ||
|---|---|---|
| Accounts receivable Less: loss allowance Subtotal Accounts receivable - related parties Less: loss allowance Subtotal Total |
As of December 31, | |
| 2020 | 2019 | |
| $4,287,905 (40,249) |
$4,299,431 (69,259) |
|
| 4,247,656 | 4,230,172 |
|
| 22,587 - |
17,575 - |
|
| 22,587 | 17,575 |
|
| $4,270,243 | $4,247,747 |
Long-term receivable
| ng-term receivable | ||
|---|---|---|
| Overdue receivables Less: loss allowance Total |
As of December 31, | |
| 2020 | 2019 | |
| $106,883 (85,506) |
$167,896 (122,237) |
|
| $21,377 | $45,659 |
Accounts receivable were not pledged.
Accounts receivable are generally on 90~120 day terms. The total carrying amount as of December 31, 2020 and 2019 were NT$4,417,375 thousand and NT$4,484,902 thousand, respectively. Please refer to Note 6(19) for more details on loss allowance of accounts receivable for the years ended December 31, 2020 and 2019. Please refer to Note 12 for more details on credit risk management.
- (6) Inventories
| Raw materials Building for sale Land of construction Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $331,924 79,872 210,368 |
$114,568 79,872 210,368 |
|
| $622,164 | $404,808 |
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The cost of inventories recognized in expenses amounted to NT$9,592,831 thousand and NT$9,579,000 thousand for the years ended December 31, 2020 and 2019, respectively.
Please refer to Note 8 for more details on land of construction under pledge.
- (7) Investments accounted for under the equity method
| As of December31, | As of December31, | As of December31, | As of December31, | |
|---|---|---|---|---|
| 2020 | 2019 | |||
| Carrying | Percentage of | Carrying | Percentage of | |
| Investees | amount | ownership (%) | amount | ownership (%) |
| Investments in subsidiaries: | ||||
| RUEI SHIN CONSTRUCTIN CO., LTD | $1,587,216 | 100% | $2,642,376 | 100% |
| GOLDSUN INVESTMENT CO., LTD. | - | - | 29,489 | 100% |
| (Note 1) | ||||
| WELLPOOL CO., LTD. | 537,851 | 51% | 534,642 | 51% |
| GOLDSUN NIHON CEMENT CO., LTD. | 163,413 | 59% | 166,781 | 59% |
| KUNYUNG CONSTRUCTION & | 374,846 | 100% | 374,383 | 100% |
| ENGINEERING CO., LTD | ||||
| EASE GREAT INVESTMENT LTD. | 4,411,437 | 100% | 6,793,332 | 100% |
| HUA YA DEVELOPMENT CO., LTD. | 161,447 | 31% | 159,307 | 31% |
| TAIPEI PORT TERMINAL COMPANY | 2,492,257 | 100% | 2,375,728 | 100% |
| LIMITED (Note) | ||||
| JIN SHUN MARITIME LIMITED | 124,706 | 100% | 146,954 | 100% |
| YUAN SHUN MARITIME LIMITED | 416,076 | 100% | 1,144,520 | 100% |
| JING SHUN MARITIME LIMITED | 251,141 | 100% | (23,899) | 100% |
| FENG SUN MARITIME LIMITED | 194,717 | 100% | 3,217 | 100% |
| TAIWAN BUILDING MATERIALS | 439,862 | 100% | 463,204 | 100% |
| (HONG KONG) LMITED | ||||
| GOLDSUN INNOVATIVE BUILDING | 12,582 | 100% | 21,739 | 100% |
| MATERIALS CO., LTD. | ||||
| GOYU BUILDING MATERIALS CO., LTD | 240,134 | 65% | 170,279 | 65% |
| GIMPO MARINE CO., LTD. | 94,651 | 100% | 84,779 | 100% |
| REIXIN ASSET MANAGEMENT INC. | 1,053,650 | 100% | - | - |
| (Note 2) | ||||
| LAKE VERNICIA DEVELOPMENT | 866 | 100% | - | - |
| COMPANY(Note 3) | ||||
| Subtotal | 12,556,852 | 15,086,831 | ||
| Investments in associates: | ||||
| RAIXIN QUALITY PRODUCTS LTD. | 4,821 | 11% | 6,479 | 16% |
| (Note 4) | ||||
| Total | $12,561,673 | $15,093,310 |
Note1: To simplify investment structure, strengthen efficiency the overall utilization of resource and enhance operational performance and competitiveness. Resolved by the Company’s Board of Directors on May 6, 2020, the Company mergered with GOLDSUN INVESTMENT CO., LTD. After the merger, the Company is surviving company and GOLDSUN INVESTMENT CO., LTD. is dissolved company. The reference date of the merger was May 31, 2020.
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-
Note2: RUEI SHIN CONSTRUCION CO., LTD., has a resolution for division and transferred part of its independently operated business to a newly incorporated company, REIXIN ASSET MANAGEMENT INC., that the Company own 100% share. The transferred business value is estimated 1,000,000 thousand. The Company obtained 100,000 thousand new shares issued by REIXIN ASSET MANAGEMENT INC. as consideration. The division reference date was January 1, 2020.
-
Note3: The Company established a subsidiary, LAKE VERNICIA DEVELOPMENT COMPANY, on the third quarter of 2020 due to development various business. The total investment amount was NT$1,000 thousand.
-
Note4: RAIXIN QUALITY PRODUCTS LTD. held a capital injection in 2020. The Company didn’t subscribe to the shares in proportion to the holding percentage and thus the Company’s holding percentage decreased to 11%.
A. Investments in subsidiaries
Investments in subsidiaries was accounted for investment accounted for under equity method when preparing the parent company only financial statements.
Please refer to Note 8 for more details on Investments in subsidiaries under pledge.
- B. Investments in associates
Investment in the associate has not a quoted market price as of December 31, 2020 and 2019.
No investments in associates were pledged.
The summarized financial information of the associate is as follows:
| Loss from continuing operations Other comprehensive income (post-tax) Total comprehensive income |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $(3,676) - |
$(5,679) - |
|
| $(3,676) | $(5,679) |
The associates had no contingent liabilities or capital commitments and weren’t pledged as at December 31, 2020 and 2019.
- (8) Property, plant and equipment
246
| Cost: As of January 1, 2020 Additions Disposals Transfers As of December 31, 2020 As of January 1, 2019 Additions Disposals Transfers As of December 31, 2019 Depreciation: As of January 1, 2020 Depreciation Disposals Transfers As of December 31, 2020 As of January 1, 2019 Depreciation Disposals Transfers As of December 31, 2019 Impairment: As of January 1, 2020 Impairment As of December 31, 2020 As of January 1, 2019 Impairment As of December 31, 2019 Net carrying amount as of: December 31, 2020 December 31, 2019 |
Land | Buildings | Machinery and equipment |
Transportati on equipment |
Lease improveme nt |
Constructio n in progress and equipment awaiting examination |
Other equipmen t |
Total |
|---|---|---|---|---|---|---|---|---|
| $2,444,786 55,036 - 13,800 |
$1,107,712 17,806 (11,610) 16,728 |
$1,738,237 55,655 (35,942) 11,280 |
$962,397 93,889 (126,715) 74,166 |
$130,257 4,879 (2,201) 1,681 |
$727,888 53,872 - (27,696) |
$111,100 2,945 (24,230) (77) |
$7,222,37 7 284,082 (200,698) 89,882 |
|
| $2,513,622 | $1,130,636 | $1,769,230 | $1,003,737 | $134,616 | $754,064 | $89,738 | $7,395,64 3 |
|
| $2,933,661 - (431) (488,444) |
$1,092,365 7,061 (3,335) 11,621 |
$1,720,171 49,327 (34,911) 3,650 |
$1,006,089 39,762 (83,454) - |
$129,045 1,642 (430) - |
$230,705 81,174 - 416,009 |
$109,781 2,124 (1,554) 749 |
$7,221,81 7 181,090 (124,115) (56,415) |
|
| $2,444,786 | $1,107,712 | $1,738,237 | $962,397 | $130,257 | $727,888 | $111,100 | $7,222,37 7 |
|
$- - - - |
$666,061 34,725 (11,610) - |
$1,448,262 54,474 (35,264) 181 |
$705,212 54,761 (122,651) - |
$114,626 8,269 (2,201) - |
$- - - - |
$94,914 6,611 (24,230) (181) |
$3,029,07 5 158,840 (195,956) - |
|
| $- | $689,176 | $1,467,653 | $637,322 | $120,694 | $- | $77,114 | $2,991,95 9 |
|
$- - - - |
$637,364 32,032 (3,335) - |
$1,424,111 48,700 (34,549) - |
$740,448 47,655 (82,891) - |
$100,689 14,367 (430) - |
$- - - - |
$88,781 7,444 (1,536) 225 |
$3,001,39 3 150,198 (122,741) 225 |
|
| $- | $666,061 | $1,448,262 | $705,212 | $114,626 | $- | $94,914 | $3,029,07 5 |
|
$- - |
$322 - |
$987 - |
$- - |
$- - |
$- - |
$- - |
$1,309 - |
|
| $- | $322 |
$987 | $- | $- |
$- | $- | $1,309 |
|
$- - |
$322 - |
$987 - |
$- - |
$- - |
$- - |
$- - |
$1,309 - |
|
| $- | $322 |
$987 | $- | $- |
$- | $- | $1,309 |
|
| $2,513,622 | $441,138 | $300,590 | $366,415 | $13,922 |
$754,064 | $12,624 | $4,402,37 5 |
|
| $2,444,786 | $441,329 | $288,988 | $257,185 | $15,631 |
$727,888 | $16,186 | $4,191,99 3 |
247
The major components of the buildings are main building structure and pre-mixed equipment, which are depreciated 55 years or 5~ 20 years.
Please refer to Note 8 for more details on property, plant and equipment under pledge.
(9) Investment property
| Land Cost: As of January 1, 2020 $2,524,402 Additions from acquisitions 5,169 Disposals - As of December 31, 2020 $2,529,571 As of January 1, 2019 $2,554,416 Additions from acquisitions - Disposals (84,815) Transfers 54,801 As of December 31, 2019 $2,524,402 Depreciation: As of January 1, 2020 $- Depreciation - Disposals - As of December 31, 2020 $- As of January 1, 2019 $- Depreciation - Disposals - As of December 31, 2019 $- Impairment: As of January 1, 2020 $- Impairment - As of December 31, 2020 $- As of January 1, 2019 $- Impairment - As of December 31, 2019 $- Net carrying amount as of: December 31, 2020 $2,529,571 December 31, 2019 $2,524,402 Rental income from investment property Less :Direct operating expense generated from rental income ofinvestment property Total |
Land | Buildings | Total |
|---|---|---|---|
| $2,524,402 5,169 - |
$1,221,689 680 (33,615) |
$3,746,091 5,849 (33,615) |
|
| $2,529,571 | $1,188,754 | $3,718,325 | |
| $2,554,416 - (84,815) 54,801 |
$1,629,177 195 (408,902) 1,219 |
$4,183,593 195 (493,717) 56,020 |
|
| $2,524,402 | $1,221,689 | $3,746,091 | |
| $- - - |
$834,204 25,536 (21,282) |
$834,204 25,536 (21,282) |
|
| $- | $838,458 | $838,458 | |
| $- - - |
$982,458 25,649 (173,903) |
$982,458 25,649 (173,903) |
|
| $- | $834,204 | $834,204 | |
| $- - |
$8,073 - |
$8,073 - |
|
| $- | $8,073 | $8,073 | |
| $- - |
$8,073 - |
$8,073 - |
|
| $- | $8,073 | $8,073 | |
| $2,529,571 | $342,223 | $2,871,794 | |
| $2,524,402 | $379,412 | $2,903,814 | |
| 2020 | 2019 | ||
| $69,896 (66,568) |
$78,089 (74,112) |
||
| $3,328 | $3,977 |
Please refer to Note 8 for more details on investment property under pledge.
248
The fair value of investment properties was NT$9,288,527 thousand as of December 31, 2020. The fair value NT$9,288,527 thousand hasn’t been determined based on valuations performed by an independent valuer. The valuation method used are comparison approach and income approach. The valuation method used is land development analysis approach which supporting by market evidence and current land value.
The fair value of investment properties was NT$9,237,919 thousand as of December 31, 2019. The fair value NT$5,321,131 thousand has been determined based on valuations performed by an independent valuer. The valuation method used are comparison approach and income approach. The remaining NT$3,916,788 thousand was assessed by the Company. The valuation method used is land development analysis approach which supporting by market evidence and current land value.
Part of the Investment property were held temporarily under third parties’ names because of regulatory requirements. The relevant security procedures have been fully implemented.
(10) Intangible assets
| Cost: Beginning Balance Addition-acquired separately Disposals Transfers Ending Balance Amortization: Beginning Balance Amortization Disposals Transfers Ending Balance Net carrying amount as of: Ending Balance |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $33,711 5,276 - 125 |
$33,834 8,331 (7,704) (750) |
|
| $39,112 | $33,711 |
|
| $18,337 6,703 - - |
$19,541 6,725 (7,704) (225) |
|
| $25,040 | $18,337 |
|
| $14,072 | $15,374 |
Recognized as amortized amount of intangible assets are as follows.
249
| Operating costs Operating expenses |
2020 | 2019 |
|---|---|---|
| $600 | $670 |
|
| $6,103 | $6,055 |
(11) Short-term loans
| Unsecured bank loans Secured bank loans Total Interest rates Unsecured bank loans Secured bank loans |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $300,000 1,000,000 |
$1,646,000 1,264,000 |
|
| $1,300,000 | $2,910,000 | |
| 0.85%~0.88% 0.85%~0.88% |
1.000~1.070% 1.000~1.070% |
The Company’s unused credits amount (included short-term and long-term loans) to NT$8,960,549 thousand and NT$5,842,000 thousand as of December 31, 2020 and 2019, respectively.
Please refer to Note 8 for more details on assets pledged as security for short-term loans.
(12) Short-term notes and bills payable
| Guarantee institution | As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| Guaranteed by bank Less :Unamortised discountNet Interest rates |
$- - |
$2,610,000 (1,270) |
| $- | $2,608,730 | |
| - | 0.56~0.87% |
Please refer to Note 8 for more details on assets pledged as security for Short-term notes and bills payable.
(13) Long-term loans
Details of long-term loans are as follows:
250
| Lenders | As of December 31, 2020 |
Maturitydate and terms of repayment |
|---|---|---|
| Secured Long-term Loan from Bank of KGI Unsecured Long-term Loan from Bank of KGI Secured Long-term Loan from O-bank Secured Long-term Loan from Bank of Taiwan Unsecured Long-term Loan from Bank of Taiwan Secured Long-term Loan from Bank of Taiwan Unsecured Long-term Loan from Bank of Taiwan Subtotal Less: current portion Total Interest rates |
$220,000 380,000 200,000 450,000 450,000 400,000 400,000 |
Revolving use within the credit period and the repayment will be due in a lump-sum payment on the expiration of the term. Revolving use within the credit period and the repayment will be due in a lump-sum payment on the expiration of the term. Revolving use within the credit period and the repayment will be due in a lump-sum payment on the expiration of the term. Effective December 25, 2019, principal is repaid in 10 half-yearly payments, the 1ndto 4nd payments will be NTD$25,000 thousand, 5ndto 8ndpayments will be NTD$50,000 thousand and 9ndto 10ndpayments will be NTD$100,000 thousand; interest paid every month. Effective December 25, 2019, principal is repaid in 10 half-yearly payments, the 1ndto 4nd payments will be NTD$25,000 thousand, 5ndto 8ndpayments will be NTD$50,000 thousand and 9ndto 10ndpayments will be NTD$100,000 thousand; interest paid every month. Effective December 25, 2018, principal is repaid in 10 half-yearly payments, the 1ndto 4nd payments will be NTD$25,000 thousand, 5ndto 8ndpayments will be NTD$50,000 thousand and 9ndto 10ndpayments will be NTD$100,000 thousand; interest paid every month. Effective December 25, 2018, principal is repaid in 10 half-yearly payments, the 1ndto 4nd payments will be NTD$25,000 thousand, 5ndto 8ndpayments will be NTD$50,000 thousand and 9ndto 10ndpayments will be NTD$100,000 thousand; interest paid every month. |
| 2,500,000 (300,000) |
||
| $2,200,000 | ||
| 0.8871%~1.13 % |
251
| Lenders | As of December 31, 2019 |
Maturitydate and terms of repayment |
|---|---|---|
| Secured Long-term Loan from Bank of KGI Unsecured Long-term Loan from Bank of KGI Secured Long-term Loan from Bank of Taiwan Unsecured Long-term Loan from Bank of Taiwan Secured Long-term Loan from Bank of Taiwan Unsecured Long-term Loan from Bank of Taiwan Subtotal Less: current portion Total Interest rates |
$220,000 380,000 500,000 500,000 450,000 450,000 |
Revolving use within the credit period and the repayment will be due in a lump-sum payment on the expiration of the term. Revolving use within the credit period and the repayment will be due in a lump-sum payment on the expiration of the term. Effective December 25, 2017, principal is repaid in 10 half-yearly payments, the 1ndto 4nd payments will be NTD$25,000 thousand, 5ndto 8ndpayments will be NTD$50,000 thousand and 9ndto 10ndpayments will be NTD$100,000 thousand; interest paid every month. Effective December 25, 2019, principal is repaid in 10 half-yearly payments, the 1ndto 4nd payments will be NTD$25,000 thousand, 5ndto 8ndpayments will be NTD$50,000 thousand and 9ndto 10ndpayments will be NTD$100,000 thousand; interest paid every month. Effective December 25, 2018, principal is repaid in 10 half-yearly payments, the 1ndto 4nd payments will be NTD$25,000 thousand, 5ndto 8ndpayments will be NTD$50,000 thousand and 9ndto 10ndpayments will be NTD$100,000 thousand; interest paid every month. Effective December 25, 2018, principal is repaid in 10 half-yearly payments, the 1ndto 4nd payments will be NTD$25,000 thousand, 5ndto 8ndpayments will be NTD$50,000 thousand and 9ndto 10ndpayments will be NTD$100,000 thousand; interest paid every month. |
| 2,500,000 (200,000) |
||
| $2,300,000 | ||
| 1.05%~1.40% |
The Company’s unused long-term lines of credits amount was contained by short-term lines of credits amount as of December 31, 2020 and 2019, respectively. Please refer to Note 6(11).
Please refer to Note 8 for more details on assets pledged as security for long-term loans.
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(14) Long-term notes and bills payable
| Guaranteed by bank Less :Unamortised discountNet Interest rates |
109.12.31 | 108.12.31 |
|---|---|---|
| $1,750,000 (1,704) |
$- - |
|
| $1,748,296 | $- | |
| 0.31%~0.34% | - |
The long-term notes and bills payable is a commercial promissory note signed in April 10, 2020 with the Bank of O-bank for a five-year period during January 17, 2017 to January 16, 2022, which will be repaid at the expiration of the contract. The amount of unused financing facilities was NT$2,700,000 thousand.
Please refer to Note 8 for more details on assets pledged as security for long-term notes and bills payable.
- (15) Post-employment benefits
Defined contribution plan
The Company adopt a defined contribution plan in accordance with the Labor Pension Act of the R.O.C.. Under the Labor Pension Act, the Company will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company have made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.
Expenses under the defined contribution plan for the years ended December 31, 2020 and 2019 are NT$13,443 thousand and NT$13,008 thousand, respectively.
Defined benefits plan
The Company adopt a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15[th] year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company contribute an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee. Before the end of each year, the Company assess the balance in the designated labor pension fund. If the amount is inadequate to pay pensions calculated for workers retiring in the same year, the Company will make up the difference in one appropriation before the end of March the following year.
The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under mandation, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of
253
Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19. The Company expects to contribute NT$38,135 thousand to its defined benefit plan during the 12 months beginning after December 31, 2020.
The average duration of the defined benefits plan obligation is both 12 years as of December 31, 2020 and 2019.
Pension costs recognized in profit or loss for the years ended December 31, 2020 and 2019:
| Current period service costs Interest expense (income) of net defined benefit liabilities (assets) Total |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $10,091 1,524 |
$10,873 2,255 |
|
| $11,615 | $13,128 |
Changes in the defined benefit obligation and fair value of plan assets are as follows:
Defined benefit obligation Plan assets at fair value Other non-current liabilities - Net defined benefit liabilities recognized on the balance sheets |
2020.12.31 | 2019.12.31 | 2019.1.1 |
|---|---|---|---|
| $461,167 (299,794) |
$463,742 (257,713) |
$460,440 (232,650) |
|
| $161,373 | $206,029 | $227,790 |
Reconciliation of liability of the defined benefit plan is as follows:
254
| As of January 1, 2019 Current period service costs Net interest expense (income) Subtotal Remeasurements of the net defined benefit liability (asset): Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Subtotal Payments from the plan Contributions by employer As of December 31, 2019 Current period service costs Net interest expense (income) Subtotal Remeasurements of the net defined benefit liability (asset): Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Subtotal Payments from the plan Contributions by employer As of December 31, 2020 |
Defined benefit obligation |
Fair value of planassets |
Benefit liability (asset) |
|---|---|---|---|
| $460,440 10,873 4,558 |
$(232,650) - (2,303) |
$227,790 10,873 2,255 |
|
| 15,431 | (2,303) | 13,128 | |
| (324) 14,038 (3,178) |
- - (7,682) |
(324) 14,038 (10,860) |
|
| 10,536 | (7,682) | 2,854 | |
| (22,665) - |
22,665 (37,743) |
- (37,743) |
|
| 463.742 10,091 3,431 |
(257,713) - (1,907) |
206,029 10,091 1,524 |
|
| 13,522 | (1,907) | 11,615 | |
| 464 19,351 (13,142) |
- - (8,425) |
464 19,351 (21,567) |
|
| 6,673 | (8,425) | (1,752) | |
| (22,770) - |
22,770 (54,519) |
- (54,519) |
|
| $461,167 | $(299,794) | $161,373 |
The following significant actuarial assumptions are used to determine the present value of the defined benefit obligation:
| Discount rate Expected rate of salary increases |
As of December31, | As of December31, |
|---|---|---|
| 2020 | 2019 | |
| 0.39% 1.50% |
0.74% 1.50% |
255
A sensitivity analysis for significant assumption as of December 31, 2020 and 2019 is, as shown below:
| own below: | ||||
|---|---|---|---|---|
| Discount rate increases by 0.5% Discount rate decreases by 0.5% Future salary increases by 0.5% Future salary decreases by 0.5% |
Effect onthe defined benefit obligation | |||
| 2020 | 2019 | |||
| Increase defined benefit obligation |
Decrease defined benefit obligation |
Increase defined benefit obligation |
Decrease defined benefit obligation |
|
$- 29,555 29,071 - |
$(27,214) - - (27,068) |
$- 31,519 31,114 - |
$(23,067) - - (23,023) |
The sensitivity analyses above are based on a change in a significant assumption (for example: change in discount rate or future salary), keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.
There was no change in the methods and assumptions used in preparing the sensitivity analyses compared to the previous period.
- (16) Provisions, non-current
Decommissioning, restoration and rehabilitation
| commissioning, restoration and rehabilitation | ||
|---|---|---|
| Beginning balance Reversal Ending balance |
As of December 31, | |
| 2020 | 2019 | |
| $4,800 2,100 |
$4,500 300 |
|
| $6,900 | $4,800 |
A provision has been recognized for decommissioning costs associated with a factory owned by the Company. The Company is committed to decommissioning the site as a result of the construction of the factory.
(20) Equity
A. Common stock
| mmon stock | ||
|---|---|---|
| Authorized shares (thousand shares) Authorized capital Issued shares (thousand shares) Issued capital |
As of December 31, | |
| 2020 | 2019 | |
| 2,000,000 | 2,000,000 | |
| $20,000,000 | $20,000,000 | |
| 1,180,000 | 1,385,000 | |
| $11,800,000 | $13,850,003 |
Each at a par value of NT$10 and each share have one voting right and a right to receive dividends.
Resolved by the Company’s Board of Directors on May 6, 2020, the Company approved to cancel NT$61,910 thousand treasury shares, with 6,191 thousand shares. Record date for
256
capital reduction was May 31, 2020. The registration of capital reduction was completed on June 19, 2020.
To adjust its capital structure and enhancing the return on shareholders’ equity, the Company resolved in its shareholders’ meeting on June 17, 2020 to implement a capital reduction in cash through the cancellation of shares. The total capital reduction amounted to NT$1,988,093 thousand, which represented the cancellation of 198,809 thousand shares (capital reduction ratio was 14.4189%). After the capital reduction, the issued capital was NT$11,800,000 thousand, which represented the 1,180,000 shares. The capital reduction was approved by the Taiwan FSC on July 31, 2020. On August 11, 2020, the Company’s Board of Directors resolved the reference date of the capital reduction was August 11, 2020. The registration of capital reduction was completed on September 1, 2020 and the record date for reverse split and stock conversion was October 15, 2020.
B. Capital surplus
| pital surplus | ||
|---|---|---|
| Additional paid-in capital Treasury share transactions The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries Changes in ownership interests in subsidiaries Share-based payments Donated surplus Others Total |
As of December 31, | |
| 2020 | 2019 | |
| $551,242 308,382 - 187,289 103,200 13,180 15,261 |
$551,173 307,290 5 187,289 103,200 13,001 15,261 |
|
| $1,178,554 | $1,177,219 |
According to the Company Act, the capital reserve shall not be used except for filling the deficit of the company. When a company incurs no loss, it may distribute the capital reserves related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.
C. Treasury stock
On January 1, 2020, RUEI SHIN CONSTRUCION CO., LTD., transferred its owned assets which is the Company’s stock, to REIXIN ASSET MANAGEMENT INC., because of the business division plan.
The Company resolved at its board meeting on March 17, 2020 to repurchase stock. The Company estimated that 100,000 thousand shares will be repurchased. As of December 31, 2020, the Company had bought back 6,191 thousand shares at a total amount of NT$61,841 thousand. The Company had canceled the buyback shares and registered the change with the
257
MOEA.
The Company resolved in its board of directors’ meeting on August 11, 2020 to implement a capital reduction in cash through the cancellation of shares. The capital reduction ratio was 14.4189%. As of December 31, 2020, the Company’s shares held by the subsidiaries were NT$4,789 thousand represented 3,116 thousand shares after the capital reduction. These shares held by subsidiaries were acquired for the purpose of financing before the amendment of the Company Act on November 12, 2001.
As of December 31, 2019, the Company’s shares held by the subsidiaries were NT$10,039 thousand represented 3,641 thousand shares. These shares held by subsidiaries were acquired for the purpose of financing before the amendment of the Company Act on November 12, 2001.
D. Retained earnings and dividend policies
According to the Company’s Articles of Incorporation, the Company’s annual earnings, if any, shall be distributed as follows:
-
a. Payment of all taxes and dues;
-
b. Offset prior years’ operation losses;
-
c. Set aside 10% of the remaining amount after deducting items a. and b. as legal reserve;
-
d. Set aside or reverse special reserve in accordance with law and regulations; and
-
e. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.
The Company’s business environment is stable, the dividend policy shall be determined pursuant to factors such as the profitability and its future funding requirements, as well as stockholders’ interest, balancing dividends and the Company’s long-term financial planning. It could be paid in cash or the form of share dividends. Accordingly, at least 10% of the dividends must be paid in the form of cash.
According to the Company Act, a company needs distribute the legal reserve unless where such legal reserve amounts to the total authorized capital. The legal reserve can be used to fill the deficit of a company. When a company incurs no loss, it may distribute the portion of legal reserve which exceeds 25% of the paid-in capital, by issuing new shares or by distributing cash in proportion to the number of shares held by each shareholder.
Following the adoption of TIFRS, the FSC on 6 April 2012 issued Order No. Financial-Supervisory-Securities-Corporate-1010012865. On a public company's first-time adoption of the TIFRS, for any unrealized revaluation gains and cumulative translation adjustments (gains) recorded to shareholders’ equity that the company elects to transfer to retained earnings by application of the exemption under IFRS 1, the company shall set aside an equal amount of special reserve. Following a company’s adoption of the TIFRS for the preparation of its financial reports, when distributing distributable earnings, it shall set aside to special reserve, from the profit/loss of the current period and the undistributed earnings
258
from the previous period, an amount equal to “other net deductions from shareholders’ equity for the current fiscal year, provided that if the company has already set aside special reserve according to the requirements in the preceding point, it shall set aside supplemental special reserve based on the difference between the amount already set aside and other net deductions from shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed.
As of January 1, 2020, and 2019, special reserve set aside for the first-time adoption of T-IFRS amounted to NTD1,874,430 thousand. The Company did not reverse special reserve to retained earnings for the period ended December 31, 2020 and 2019 as a result of the use, disposal of or reclassification of related assets. As of December 31, 2020 and 2019, special reserve set aside for the first-time adoption of T-IFRS amounted to NT$1,874,430 thousand.
Details of the 2020 and 2019 earnings distribution and dividends per share as approved and resolved by the Board of Directors’ meeting and shareholders’ meeting on March 15, 2021 and June 17, 2020, respectively, are as follows:
Legal reserve Common stock-cash dividend |
Appropriation of earnings | Appropriation of earnings | Dividendper share(NT$) | Dividendper share(NT$) |
|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |
| $238,477 1,770,000 |
$110,166 413,643 |
$- 1.50 |
$- 0.30 |
Please refer to Note 6(21) for further details on employees’ compensation and remuneration to directors and supervisors.
(18) Operating revenue
| Revenue from contracts with customers Sale of goods revenue Other operating revenues Engineering revenues Subtotal Lease revenue Total |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $14,277,915 143,722 3,228 |
$12,522,321 128,024 - |
|
| 14,424,865 69,896 |
12,650,345 78,089 |
|
| $14,494,761 | $12,728,434 |
Analysis of revenue from contracts with customers during the year 2020 and 2019 is as follows:
| Timing of revenue recognition: At a point in time |
2020 | 2019 |
|---|---|---|
| $14,424,865 | $12,650,345 |
259
(19) Expected credit losses
| Operating expenses – Expected credit (gains) losses Notes receivable Accounts receivable Long-term receivable Total |
Period ended 31 Dec. | Period ended 31 Dec. |
|---|---|---|
| 2020 | 2019 | |
| $404 (21,020) 67,416 |
$(125) (16,964) 66,218 |
|
| $46,800 | $49,129 |
Please refer to Note 12 for more details on credit risk.
The credit risk for the Company’s financial assets at fair value through other comprehensive income and financial assets measured at amortized cost are assessed as low (the same as the assessment result in the beginning of the period). Therefore, the loss allowance is measured at an amount equal to 12-month expected credit losses (loss ratio of 0 %).
The Company measures the loss allowance of its accounts receivable (including note receivables, accounts receivables and long-term receivables) at an amount equal to lifetime expected credit losses. The assessment of the Company’s loss allowance as at December 31, 2020 and 2019 is as follow:
- A. The Company considers the Companying of trade receivables by counterparties’ credit rating, by geographical region and by industry sector and its loss allowance is measured by using a provision matrix, details are as follow:
December 31, 2020
- Group 1: The total carrying amount of notes receivable is NT$1,046,358 thousand, its loss allowance amounting to NT$862 thousand which is measured at expected credit loss ratio of 0~3%.
Group 2:
| up 2: | ||||||
|---|---|---|---|---|---|---|
| Gross carrying amount Loss ratio Lifetime expected credit losses Total |
Not yet due | Overdue | Total |
|||
90-180 days |
181-365 days |
1-2 years | >=2 years | |||
$3,34,134 -% |
$807,862 4% |
$103,232 6% |
$12,375 35% |
$2,889 53% |
$4,310,392 40,249 |
|
| - | 28,348 | 6,037 | 4,342 |
1,522 |
||
| $3,384,134 | $779,514 | $97,195 | $8,033 |
$1,367 |
$4,270,243 |
- Group 3: The total carrying amount of long-term receivable is NT$106,883 thousand, its loss allowance amounting to NT$85,506 thousand which is measured at expected credit loss ratio of 80%.
260
December 31, 2019
- Group 1: The total carrying amount of notes receivable is NT$899,573 thousand, its loss allowance amounting to NT$458 thousand which is measured at expected credit loss ratio of 0~3%.
Group 2:
| up 2: | ||||||
|---|---|---|---|---|---|---|
| Gross carrying amount Loss ratio Lifetime expected credit losses Total |
Not yet due | Overdue | Total |
|||
90-180 days |
181-365 days |
1-2 years | >=2 years | |||
$3,103,809 -% |
$809,889 3% |
$310,643 5% |
$68,955 30% |
$23,710 37% |
$4,317,006 69,259 |
|
| - | 24,297 | 15,532 | 20,686 |
8,744 |
||
| $3,103,809 | $785,592 | $295,111 | $48,269 | $14,966 | $4,247,747 |
-
Group 3: The total carrying amount of long-term receivable is NT$167,896 thousand, its loss allowance amounting to NT$122,237 thousand which is measured at expected credit loss ratio of 70~80%.
-
B. The movement in the loss allowance of trade receivables during the period ended December 31, 2020 and 2019 is as follows:
| January 1, 2020 Addition(reversal) for the current period Write off December 31, 2020 January 1, 2019 Addition(reversal) for the current period Write off December 31, 2019 |
Notes receivable |
Accounts receivable |
Long-term receivable |
|---|---|---|---|
| $458 404 - |
$69,259 (21,020) (7,990) |
$122,237 67,416 (104,147) |
|
| $862 | $40,249 | $85,506 | |
| $583 (125) - |
$86,223 (16,964) - |
$72,758 66,218 (16,739) |
|
| $458 | $69,259 | $122,237 |
-
(20) Leases
-
A. Company as a lessee
The Company leases various properties, including real estate such as land and buildings and transportation equipment. The lease terms range from 2 to 15 years.
The Company’s leases effect on the financial position, financial performance and cash flows are as follow:
- a. Amounts recognized in the balance sheet
261
(a) Right-of-use assets
The carrying amount of right-of-use assets
| Land Building Transportation equipment Total |
As of December31, | As of December31, |
|---|---|---|
| 2020 | 2019 | |
| $515,961 59,381 1,437 |
$568,693 56,746 2,668 |
|
| $576,779 | $628,107 |
During the years ended December 31, 2020 and 2019, the Company’s additions to right-of-use assets amounting to NT$130,426 thousand and NT$80,051 thousand, respectively.
(b) Lease liabilities
| Lease liabilities Current Non-current |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $558,193 | $593,555 |
|
| 122,685 435,508 |
97,310 496,045 |
Please refer to Note 6(22) finance costs for interest expenses resulted from lease liabilities; please refer to Note 12(5) liquidity risk management for maturity analysis of lease liabilities on December 31, 2020 and 2019.
- b. Amounts recognized in the statement of comprehensive income
Depreciation charge for right-of-use assets
| Land Building Transportation equipment Total |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $109,246 14,513 1,231 |
$99,458 14,186 1,232 |
|
| $124,990 | $114,876 |
- c. Income and costs relating to leasing activities
262
| The expenses relating to short-term leases | For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $167 | $839 |
- d. Cash outflow relating to leasing activities
During the years ended December 31, 2020 and 2019, the Company’s total cash outflows for leases amounting to NT$120,719 thousand and NT$131,780, respectively.
- e. Other information relating to leasing activities
Extension and termination options
Some of the Company’s property rental agreement contain extension and termination options. In determining the lease terms, the non-cancellable period for which the Company has the right to use an underlying asset, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. These options are used to maximize operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable only by the Company.
After the commencement date, the Company reassesses the lease term upon the occurrence of a significant event or a significant change in circumstances that is within the control of the lessee and affects whether the Company is reasonably certain to exercise an option not previously included in its determination of the lease term, or not to exercise an option previously included in its determination of the lease term.
B. Company as a lessor
Please refer to Note 6(9) for details on the Company’s owned investment properties. Leases of owned investment properties are classified as operating leases as they do not transfer substantially all the risks and rewards incidental to ownership of underlying assets.
| Lease income for operating leases Income relating to fixed lease payments and variable lease payments that depend on an index or a rate |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $69,896 | $78,089 |
Please refer to Note 6(8) for relevant disclosure of property, plant and equipment for operating leases under IFRS 16. For operating leases entered by the Company, the undiscounted lease payments to be received and a total of the amounts for the remaining years as at December 31, 2020 and 2019 are as follow:
263
| Not later than one year Later than one year but not later than two years Later than two years but not later than three years Later than three years but not later than four years Later than four years but not later than five years Later than five years Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $58,815 57,809 58,366 58,681 57,674 365,308 |
$43,278 52,723 51,627 40,993 53,789 394,291 |
|
| $656,653 | $636,701 |
- (21) Summary statement of employee benefits, depreciation and amortization expenses by function during the years ended December 31, 2020 and 2019:
| For the years ended December 31, | For the years ended December 31, | For the years ended December 31, | For the years ended December 31, | |||
|---|---|---|---|---|---|---|
2020 |
2019 |
|||||
| Operating costs |
Operating expenses |
Total amount |
Operating costs |
Operating expenses |
Total amount |
|
| Employee benefits expense |
||||||
Salaries |
$566,131 | $193,150 | $759,281 | $497,459 | $216,090 | $713,549 |
| Labor and health insurance |
23,588 | 19,823 | 43,411 | 23,089 | 18,232 | 41,321 |
| Pension | 15,510 | 9,548 | 25,058 | 16,070 | 10,066 | 26,136 |
| Remuneration to directors |
- | 98,795 | 98,795 | - | 53,251 | 53,251 |
| Depreciation | 276,580 | 32,786 | 309,366 | 216,393 | 74,330 | 290,723 |
Amortization |
600 | 6,103 | 6,703 | 670 | 6,055 | 6,725 |
The Company’s average headcount were 602 and 596 employees for the years ended December 31,2020 and 2019, respectively. There were 11 and 11 non-employee directors for the years ended December 31, 2020 and 2019, respectively.
The Company's average employee benefit expenses for the years ended December 31, 2020 and 2019 amounted to NT$1,401 thousand and NT$1,335 thousand, respectively.
The Company's average wages and salaries for the years ended December 31, 2020 and 2019 amounted to NT$1,285 thousand and NT$1,220 thousand, respectively. Average salary expense changed by 5%
The Company has established the Audit Committee on June 2016, the Supervisor institution has no more existed.
The company’s remuneration policy is based on the employee’s job position category, jurisdiction and their contribution to the company’s operations. The company would also consult the market salary level to set the fixed salary of each position, Meanwhile, the variable bonus is based on the company financial position and operation results. Remuneration for directors and employees is distributed in accordance with the Company’s articles of association.
Remuneration for directors is also based on their contribution and participation to the
264
company’s operations. Otherwise, managers’ remuneration is paid in accordance with the company’s “Manager Salary and Remuneration Standards”. The remuneration of directors and managers must be reviewed and approved by the Salary and Compensation Committee and reported to the Board of Directors.
According to the Articles of Incorporation, 3% of profit of the current year is distributable as employees’ compensation and no higher than 3% of profit of the current year is distributable as remuneration to directors. However, the company's accumulated losses shall have been covered. The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.
Based on profit of the year ended December 31, 2020, the Company estimated the amounts of the employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2020 both to be 3% of profit of the current year, recognized NT$79,985 thousand as the employee’s compensation and remuneration to directors and supervisors. A resolution was passed at a Board of Directors meeting held on March 15, 2021 to distribute NT$79,985 thousand in cash as employees’ compensation and remuneration to directors both of 2020. No material differences exist between the estimated amount and the actual distribution.
A resolution was passed at a Board of Directors meeting held on March 17, 2020 to distribute NT$35,831 thousand in cash as employees’ compensation and remuneration to directors both of 2019. No material differences exist between the estimated amount and the actual distribution.
(22) Non-operating income and expenses
A. Interest income
| Interest income | ||
|---|---|---|
| Bank deposits Financial assets measured at amortized cost Short-term notes and bills Other Total |
For the years ended December 31, |
|
| 2020 | 2019 | |
| $3,797 3,291 108 |
$9,734 2,074 98 |
|
| $7,196 | $11,906 |
B. Other Income
| Other Income | ||
|---|---|---|
| Dividend income Other income-others Total |
For the years ended December 31, |
|
| 2020 | 2019 | |
| $81,863 34,663 |
$77,415 20,555 |
|
| $116,526 | $97,970 |
265
C. Other gains and losses
| Gain on disposal of property, plant and equipment (Loss) gain on disposal of investment property Gain (loss) on lease modification Foreign exchange gains (loss), net Other expense-others Total |
For the years ended December31, |
For the years ended December31, |
|---|---|---|
| 2020 | 2019 | |
| $2,909 (12,333) 2,132 (25,810) (15,688) |
$17,832 297,874 (38) (13,326) (32,698) |
|
| $(48,790) | $269,644 |
D. Finance costs
| Interest on borrowings from bank Interest on bonds payable Interest on lease liabilities Interest on borrowings from related party Total |
For the years ended December31, |
For the years ended December31, |
|---|---|---|
| 2020 | 2019 | |
| $60,266 - 5,414 6,375 |
$70,458 14,000 5,603 13,664 |
|
| $72,055 | $103,725 |
(23) Components of other comprehensive income
For the year ended December 31, 2020
| Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans Unrealized gains on fair value through other comprehensive income equity instrument investment Share of other comprehensive loss of subsidiaries, associates and joint ventures accounted for under the equity method To be reclassified to profit or loss in subsequent periods: Share of other comprehensive loss of subsidiaries, associates and joint ventures accounted for under the equity method Total of other comprehensive (loss) income |
Arising during the period |
Reclassifica tion adjustments during the period |
Other comprehens ive income, before tax |
Income tax relating to components of other comprehens ive income |
Other comprehens ive income, net of tax |
|---|---|---|---|---|---|
$1,752 (146,497) 296 (54,895) |
$- - - - |
$1,752 (146,497) 296 (54,895) |
$(350) - - - |
$1,402 (146,497) 296 (54,895) |
|
$(199,344) |
$- | $(199,344) | $(350) | $(199,694) |
For the year ended December 31, 2019
266
| Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans Unrealized gains on fair value through other comprehensive income equity instrument investment Share of other comprehensive loss of subsidiaries, associates and joint ventures accounted for under the equity method To be reclassified to profit or loss in subsequent periods: Share of other comprehensive loss of subsidiaries, associates and joint ventures accounted for under the equity method Total of other comprehensive (loss) income |
Arising during the period |
Reclassifica tion adjustments during the period |
Other comprehens ive income, before tax |
Income tax relating to components of other comprehens ive income |
Other comprehens ive income, net of tax |
|---|---|---|---|---|---|
$(2,854) 222,803 441 (60,374) |
$- - - - |
$(2,854) 222,803 441 (60,374) |
$571 - - - |
$(2,283) 222,803 441 (60,374) |
|
| $160,016 | ~~$-~~ | $160,016 | ~~$571~~ | $160,587 |
(24) Income tax
The major components of income tax expense (income) as of December 31, 2020 and 2019 are as follows:
Income tax expense (income) recognized in profit or loss
| come tax expense (income) recognized in profit or loss | ||
|---|---|---|
| Current income tax expense (income): Current income tax charge Adjustments in respect of current income tax of prior periods Deferred tax expense (income): Deferred tax expense (income) relating to origination and reversal of temporary differences Deferred tax expense (income) relating to origination and reversal of tax loss and tax credit Adjustments in respect of current income tax of prior periods Total income tax expenses |
For the years ended December 31, |
|
| 2020 | 2019 | |
| $330,683 47 32,955 - (330,409) |
$19,171 2,670 (5,442) 211,623 (206,967) |
|
| $33,276 | $21,055 |
Income tax relating to components of other comprehensive income
| Deferred tax (income) expense: Remeasurements of defined benefit plans Income tax relating to other comprehensive income |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $(350) | $571 |
|
| $(350) | $571 |
A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
267
| Accounting profit before tax from continuing operations Tax at the domestic rates applicable to profits in the country concerned Tax effect of revenues exempt from taxation Tax effect of expenses not deductible for tax purposes Tax effect of deferred tax assets / liabilities Others Basic tax Corporate income surtax on undistributed retained earnings Adjustments in respect of current income tax of prior periods Total income tax expense recognized in profit or loss |
For the years ended December31, |
For the years ended December31, |
|---|---|---|
| 2020 | 2019 | |
| $2,506,203 | $1,122,714 | |
| $501,241 (118,059) 1,460 (379,994) 5 - 28,576 47 |
$224,543 (171,415) 2,184 (63,633) 25 21,292 5,389 2,670 |
|
| $33,276 | $21,055 |
Deferred tax assets (liabilities) relate to the following:
For the year ended December 31, 2020
| r the year ended December 31, 2020 | ||||
|---|---|---|---|---|
| Temporary differences Defined benefit liabilities Loss allowance Inventory valuation losses Unrealized impairment loss Decommissioning costs Components of buildings Unrealized exchange losses Unrealized exchange gains Allowance for sales return and discounts Deferred tax (expense)/income Net deferred tax assets/(liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Beginning balance as of January 1,2020 |
Deferred tax income (expense) recognized in profit or loss |
Deferred tax income (expense) recognized in other comprehensi veincome |
Ending balance as of December 31,2020 |
| $72,992 27,622 1,322 318,745 796 12,941 3,443 (738) 187 |
$(8,582) (13,181) - 330,409 91 (8,262) (276) (2,751) 6 |
$(350) - - - - - - - - |
$64,060 14,441 1,322 649,154 887 4,679 3,167 (3,489) 193 |
|
$437,310 |
$297,454 | $(350) | $734,414 | |
$438,048 |
$737,903 | |||
| $(738) | $(3,489) |
268
For the year ended December 31, 2019
| r the year ended December 31, 2019 | ||||
|---|---|---|---|---|
| Temporary differences Defined benefit liabilities Loss allowance Inventory valuation losses Unrealized impairment loss Decommissioning costs Components of buildings Unrealized exchange losses Unrealized exchange gains Unrealized gains or losses from financial assets Allowance for sales return and discounts Unused taxable loss Unused tax credits Deferred tax (expense)/income Net deferred tax assets/(liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Beginning balance as of January 1,2019 |
Deferred tax income (expense) recognized in profit or loss |
Deferred tax income (expense) recognized in other comprehensi veincome |
Ending balance as of December 31,2019 |
| $77,344 22,617 1,322 111,778 796 12,819 2,457 (4,745) (58) - 78,572 133,051 |
$(4,923) 5,005 - 206,967 - 122 986 4,007 58 187 (78,572) (133,051) |
$571 - - - - - - - - - - - |
$72,992 27,622 1,322 318,745 796 12,941 3,443 (738) - 187 - - |
|
| $435,953 | $786 | $571 | $437,310 | |
$440,756 |
$438,048 | |||
| $(4,803) | $(738) |
Details of the Company’s unused tax credit are as follows:
| Laws andregulations | Creditsitem | Unused balance | Unused balance | Last credit year |
|---|---|---|---|---|
2020 |
2019 | |||
| Statute for Promoting Private Participation in Public Construction |
Investment tax credits |
$- |
$60,000 | 2020 |
Unrecognized deferred tax assets
As of December 31, 2020 and 2019, the aggregate deductible temporary differences for which no deferred income tax assets have been recognized amounted to NT$180,467 thousand and NT$583,925 thousand, respectively.
Unrecognized deferred tax liabilities relating to the investment in subsidiaries
269
The Company did not recognize any deferred tax liability for taxes that would be payable on the unremitted earnings of the Company’s overseas subsidiaries, as the Company has determined that undistributed profits of its subsidiaries will not be distributed in the foreseeable future. As of December 31, 2020 and 2019, the taxable temporary differences associated with investment in subsidiaries, for which deferred tax liability has not been recognized, aggregate to NT$335,520 thousand and NT$273,009 thousand, respectively.
The assessment of income tax returns
As of December 31, 2020, the assessment of the income tax returns of the Company through 2018.
(25) Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
| A. Basic earnings per share Profit attributable to ordinary equity holders of the Company (in thousands) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Basic earnings per share (NT$) |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $2,472,927 | $1,101,659 | |
| 1,299,128 | 1,381,359 | |
| $1.90 | $0.80 |
270
For the years ended December 31,
| B. Diluted earnings per share Profit attributable to ordinary equity holders of the Company (in thousands) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Effect of dilution: Employee bonus-stock (in thousands) Weighted average number of ordinary shares outstanding after dilution (in thousands) Diluted earnings per share (NT$) |
$2,472,927 | $1,101,659 |
|---|---|---|
| 1,299,128 3,935 |
1,381,359 2,488 |
|
| 1,303,063 | 1,383,847 |
|
| $1.90 | $0.80 |
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of the financial statements.
- (26) Changes in parent’s interest in subsidiaries
Acquisition of shares issued by subsidiaries
In 2020, the Company acquired an additional 0.15% of the voting shares of WELLPOOL CO., LTD., A cash consideration of NT$2,899 thousand was paid to the non-controlling interest shareholders. Therefore, the difference between the actual acquisition and the book value, amounting to NT$5 thousand and NT$1,192 thousand recognized as a decrease in paid-in capital and unappropriated earnings, respectively.
In 2019, the Company acquired an additional 2% of the voting shares of WELLPOOL CO., LTD., increasing its ownership to 51%. A cash consideration of NT$28,128 thousand was paid to the non-controlling interest shareholders. Therefore, the difference between the actual acquisition and the book value, amounting to NT$1,614 thousand and NT$13,249 thousand recognized as a decrease in paid-in capital and unappropriated earnings, respectively.
7. Related party transactions
Information of the related parties that has transactions with the Company during the financial reporting period is as follows:
271
Name and nature of relationship of the related parties
| Related PartyName | The Relationshipwith The Company |
|---|---|
| TAIWAN SECOM CO., LTD. and subsidiaries WELLPOOL CO., LTD. JIN SHUN MARITIME LIMITED YUAN SHUN MARITIME LIMITED JING SHUN MARITIME LIMITED FENG SHUN MARITIME LIMITED TAIPEI PORT TERMINAL COMPANY LIMITED KUOYUNG CONSTRUCTION & ENGINEERING CO., LTD. GOLDSUN NIHON CEMENT CO., LTD. REI SHIN CONSTRUCTION CO., LTD. GOLDSUN INNOVATIVE BUILDING MATERIALS CO., LTD. GOYU BUILDING MATERIALS CO., LTD. GIMPO MARINE CO., LTD. REIXIN ASSET MANAGEMENT INC. LAKE VERNICIA DEVELOPMENT COMPANY RAIXIN QUALITY PRODUCTS LTD. TRUST SANDSTONE CO., LTD. HOBBY WORKS CO., LTD FULL MAX CORPORATION LIMITED |
Group with significant influence over the Company Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Associate Other related party Other related party Other related party |
- (1) Operation revenue - Sales
| peration revenue - Sales | ||
|---|---|---|
| Group with significant influence over the Company Subsidiaries Total |
For the years ended December 31, |
|
| 2020 | 2019 | |
| $27 183 |
$1,517 1,763 |
|
| $210 | $3,280 |
The selling price and discount to the above related parties is depended on the product specifications and shipment distance. The terms were determined on order quantity, the
272
discount of related parties was similar to bulk-order from non-related parties.
- (2) Operating revenue – Other operating revenue
| perating revenue – Other operating revenue | ||
|---|---|---|
| For the years ended December 31, 2020 2019 Subsidiaries $88,092 $93,550 Other related parties 31,682 18,354 Associates - 28 Group with significant influence over the Company - 24 Total T $119,774 $111,956 |
For the years ended December 31, |
|
| 2020 | 2019 | |
| $88,092 31,682 - - |
$93,550 18,354 28 24 |
|
$111,956 |
The general terms were similar to bulk-order from non-related parties.
- (3) Operating costs (included purchase and other operating costs)
| perating costs (included purchase and other operating costs) | ||
|---|---|---|
| Group with significant influence over the Company GOLDSUN EXPRESS & LOGISTICS CO., LTD Others Subsidiaries GOLDSUN NIHON CEMENT CO., LTD. TAIPEI PORT TERMINAL COMPANY LIMITED Others Other related parties FULL MAX CORPORATION LIMITED Total |
For the years ended December 31, |
|
| 2020 | 2019 | |
| $597,015 1,080 560,953 389,643 174,503 302,070 |
$623,906 1,190 430,461 401,504 175,379 - |
|
| $2,025,264 | $1,632,440 |
The purchase price to the above related parties was determined through mutual agreement based on the market rates. The payment terms from the related party suppliers are comparable with third party suppliers.
- (4) Accounts receivable - related parties
| Group with significant influence over the Company Subsidiaries WELLPOOL CO., LTD. KUOYUNG CONSTRUCTION & ENGINEERING CO., LTD. Others Other related parties TRUST SANDSTONE CO., LTD. Total |
As of December31, | As of December31, |
|---|---|---|
| 2020 | 2019 | |
| $- 19,223 - 10 3,354 |
$817 14,822 44 3 1,889 |
|
| $22,587 | $17,575 |
273
- (5) Accounts payable - related parties
| (5) Accounts payable - related parties | ||
|---|---|---|
| Group with significant influence over the Company GOLDSUN EXPRESS & LOGISTICS CO., LTD. Others Subsidiaries GOLDSUN NIHON CEMENT CO., LTD. TAIPEI PORT TERMINAL COMPANY LIMITED Others Total (6) Other receivable - related parties |
As of December31, | |
| 2020 | 2019 | |
| $57,249 962 100,772 45,043 19,324 |
$62,790 2,678 91,838 6,130 - |
|
| $223,350 | $163,436 |
|
| (6) Other receivable - related parties | ||
|---|---|---|
| Group with significant influence over the Company GOLDSUN EXPRESS & LOGISTICS CO., LTD. Subsidiaries FENG SHUN MARITIME LIMITED YUAM SHUN MARITIME LIMITED GIMPO MARINE CO., LTD Others Other related parties Total (7) Prepayments Group with significant influence over the Company Subsidiaries Total |
As of December31, | |
| 2020 | 2019 | |
| $11,849 5,038 4,278 - 370 - |
$13,445 - - 18,668 2,258 5 |
|
| $21,535 | $34,376 |
|
| 2020 | 2019 | |
| $20,647 - |
$40,035 757 |
|
| $20,647 | $40,792 |
(8) Financing provided
Other payables – related parties
| REI SHIN CONSTRUCTION CO., LTD. |
For theyear ended December 31,2020 | For theyear ended December 31,2020 | For theyear ended December 31,2020 | For theyear ended December 31,2020 | |
|---|---|---|---|---|---|
| Maximum balance |
Ending balance |
Rate | Total interest disbursement |
Ending interest payable |
|
| $900,000 | $380,000 | 0.95%~ 1.28% |
$6,375 |
$17 |
Effective July 9, 2020 to July 9, 2021. The Company should pay in full when the loan was
274
expired but paying off in advance was permitted.
| REI SHIN CONSTRUCTION CO., LTD. |
Forthe yearendedDecember31,2019 | Forthe yearendedDecember31,2019 | Forthe yearendedDecember31,2019 | Forthe yearendedDecember31,2019 | Forthe yearendedDecember31,2019 |
|---|---|---|---|---|---|
| Maximum balance |
Ending balance |
Rate | Total interest disbursement |
Ending interest payable |
|
| $1,375,000 | $890,000 | 1.28% | $13,664 | $493 |
Effective June 14, 2019 to June 14, 2020. The Company should pay in full when the loan was expired but paying off in advance was permitted.
(9) Lease - Company as lessee
The lease term was based on market conditions, and paid rent monthly.
A. Acquisition of right-of-use assets
| Subsidiaries | For the year ended December 31, |
For the year ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $223,677 | $200,207 |
During the years ended December 31, 2020 and 2019, the depreciation charge for above right-of-use assets amounting to NT$58,255 thousand and NT$50,052, respectively.
B. Lease liabilities
| Subsidiaries Current Non-current |
For the year ended December 31, |
For the year ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $224,567 | $201,353 |
|
| 62,664 161,903 |
49,472 151,881 |
During the years ended December 31, 2020 and 2019, the interest on above lease liabilities amounting to NT$2,696 thousand and NT$2,185, respectively.
C. Refundable deposits
| Refundable deposits | ||
|---|---|---|
| Subsidiaries | For the year ended December 31, |
|
| 2020 | 2019 | |
| $1,948 | $1,948 |
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(10) Lease - Company as lessor
A. Lease revenue
| Lease revenue | ||
|---|---|---|
| Subsidiaries Group with significant influence over the Company Other related parties Total |
For the year ended December 31 |
|
| 2020 | 2019 | |
| $3,755 5,870 90 |
$3,744 5,864 611 |
|
| $9,715 | $10,219 |
B. Guarantee deposits
| Group with significant influence over the Company Subsidiaries Other related parties Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $878 654 - |
$898 644 104 |
|
| $1,532 | $1,646 |
(11) Lease costs
| Group with significant influence over the Company GOYUN SECURITY CO., LTD. GUOYUN TECHNOLOGY CO., LTD. Others Subsidiaries Others Total perating expense Group with significant influence over the Company Subsidiaries Total |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $2,222 1,776 450 - |
$2,206 - 244 5 |
|
| $4,448 | $2,455 |
|
| 2020 | 2019 | |
| $23,656 5,865 |
$26,622 - |
|
| $29,521 | $26,622 |
(12) Operating expense
(13) Property transactions
The Company has purchased machinery, transport and other equipment and commissioned to
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build a business building, which were recognized as property plant and equipment:
| Group with significant influence over the Company Subsidiaries Total |
For the years ended December31, |
For the years ended December31, |
|---|---|---|
| 2020 | 2019 | |
| $9,076 - |
$18,702 238,102 |
|
| $9,076 | $256,804 |
(14) Key management personnel compensation
| Short-term employee benefits Post-employment benefits Total |
For the years ended December31, |
For the years ended December31, |
|---|---|---|
| 2020 | 2019 | |
| $57,204 - |
$57,018 - |
|
| $57,204 | $57,018 |
8. Assets pledged as security
The following table lists assets of the Company pledged as security:
| Assetspledged for security | Carryingamount | Carryingamount | Secured liabilities |
|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
||
Inventories-Land of constructionFinancial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, non-current Long-term equity investment for using equity method Financial assets measured at amortized cost-current Property, plant and equipment -Land andBuildings Investment property, net Total |
$210,368 531,360 437,780 780,000 8,163 2,181,157 1,484,566 |
$210,368 537,510 778,221 807,000 71,130 2,186,312 1,484,424 |
Bank loan Bank loan 、C/PBank loan 、C/PBank loan 、C/PRestricted account 、Loanguarantee Bank loan 、C/PBank loan 、C/P |
| $5,633,394 | $6,074,965 |
9. Commitments and contingencies
-
(3) Promissory notes issued by the Company to secure bank loans and construction performance amounted to NT$3,105,659 thousand as of December 31, 2020.
-
(4) The Company’s unused letters of credit for importing raw materials amounted to NTD29,451 thousand.
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- (5) The Company provide endorsements or guarantees for subsidiaries, please refer to Note 13.
10. Losses due to major disasters
None.
11. Significant subsequent events
GOLDSUN INNOVATIVE BUILDING MATERIALS CO., LTD. resolved at its board meeting on February 26, 2021 to proceed dissolution and liquidation. The date of dissolution is March 1, 2021.
12. Others
- (1) Categories of financial instruments
Financial assets
| nancial assets | ||
|---|---|---|
| Financial assets at fair value through other comprehensive income Financial assets measured at amortized cost Cash and cash equivalents (exclude cash on hand) Financial assets measured at amortized cost Notes receivable Accounts receivable (including related parties) Other receivables (including related parties) Long-term receivable Refundable deposits Total |
As of December 31, | |
| 2020 | 2019 | |
| $1,309,074 472,895 103,663 1,045,496 4,270,243 40,280 21,377 27,892 |
$1,558,841 1,182,864 106,630 899,115 4,247,747 72,149 45,659 53,349 |
|
| $7,290,920 | $8,166,354 |
Financial liabilities
| nancial liabilities | ||
|---|---|---|
| Financial liabilities at amortized cost: Short-term loan Short-term notes and bills payable Accounts payable (including related parties) Other payables (including related parties) Lease liabilities Long-term loan (including due in one year) Long-term notes and bills payable Guarantee deposits Total |
As of December 31, | |
| 2020 | 2019 | |
| $1,300,000 - 1,453,116 1,027,972 558,193 2,500,000 1,748,296 28,157 |
$2,910,000 2,608,730 1,436,003 1,470,660 593,355 2,500,000 - 27,080 |
|
| $8,615,734 | $11,545,828 |
278
(2) Financial risk management objectives and policies
The Company’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Company identifies, measures and manages the aforementioned risks based on the Company’s policy and risk appetite.
The Company has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Company complies with its financial risk management policies at all times.
(3) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market risk includes currency risk, interest rate risk and other price risk (such as equity risk).
In practice, it is rarely the case that a single risk variable will change independently from other risk variable. In other words, there is usually interdependencies between risk variables. However, the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.
Foreign currency risk
The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s net investments in foreign subsidiaries. The net investments in foreign subsidiaries is a strategic investment that the Company has not hedged this.
The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Company’s profit is performed on significant monetary items denominated in foreign currencies as at the end of the reporting period. The Company’s foreign currency risk is mainly related to the volatility in the exchange rates for US dollars. The information of the sensitivity analysis is as follows:
When NTD strengthens/weakens against USD by ten basis points, the profits for the years ended 31 December 2020 and 2019 are decreased/increased by NT$4,785 thousand and NT$34,507 thousand, respectively.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s loans and receivables at
279
floating interest rates, bank borrowings with fixed interest rates and floating interest rates.
The Company manages its interest rate risk by maintaining a balanced portfolio of fixed and floating interest loans and debts, along with interest rate swaps.
The interest rate sensitivity analysis is performed on items assumed to be possessed for a fiscal year and exposed to interest rate risk as of the end of the reporting period, including borrowings with floating interest rates. The analysis indicates that when the interest rates increase / decrease by ten basis points, the Company’s profit would decrease / increase by NT$5,075 thousand and NT$6,831 thousand for the years ended December 31, 2020 and 2019, respectively.
Equity price risk
The Company’s listed and unlisted equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company’s listed and unlisted equity securities are classified under financial assets at fair value through other comprehensive income. The Company manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Company’s senior management on a regular basis. The Company’s Board of Directors reviews and approves all equity investment decisions.
The equity price sensitivity analysis is counting based on changes of fair value for a fiscal year. Assumed that when the investment price of measured at fair value through other comprehensive income of financial assets of publicly quoted entity increase / decrease ten basis points, the Company’s equity would increase / decrease by NT$120,525 thousand and NT$131,617 thousand for the year ended December 31, 2020 and 2019, respectively.
(4) Credit risk management
Credit risk is the risk that a counterparty will not meet its obligations under a contract, leading to a financial loss. The Company is exposed to credit risk from operating activities (primarily for accounts receivables and notes receivables) and from its financing activities, including bank deposits and other financial instruments.
Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Credit limits are established for all customers based on their financial position, rating from credit rating agencies, historical experience, prevailing economic condition and the Company’s internal rating criteria etc. Certain customer’s credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment.
As of December 31, 2020, and 2019, amounts receivables from top ten customers are 30% and 26%, respectively, compared to the total accounts receivables of the Company. The credit concentration risk of other accounts receivables is insignificant.
280
Credit risk from balances with banks and other financial instruments is managed by the Company’s treasury in accordance with the Company’s policy. The Company only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating and with no significant default risk. Consequently, there is no significant credit risk for these counter parties.
(5) Liquidity risk management
The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, highly liquid equity investments, bank borrowings and convertible bonds. The table below summarizes the maturity profile of the Company’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with variable interest rates is extrapolated based on the estimated interest rate yield curve as of the end of the reporting period.
Non-derivative financial instruments
| As of December 31, 2020 Borrowings Accounts payable Other payables Others payable-related parties Lease liabilities (Note) Long-term notes and bills payable As of December 31, 2019 Borrowings Short-term notes and bills payable Accounts payable Others payable Others payable-related parties Lease liabilities (Note) |
Less than 1 year |
2 to 3years | 4 to 5years | > 5years | Total |
|---|---|---|---|---|---|
$1,624,793 1,451,116 647,972 381,619 129,494 - $3,139,323 2,610,000 1,436,003 580,660 892,065 101,790 |
$1,833,320 - - - 256,485 1,800,000 $1,341,965 - - - - 240,723 |
$404,200 - - - 124,607 - $1,016,100 - - - - 152,329 |
$- - - - 60,969 - $- - - - - 113,303 |
$3,862,313 1,453,116 647,972 381,619 571,555 1,800,000 $5,497,388 2,610,000 1,436,003 580,660 892,065 608,145 |
Note: Including cash flows resulted from short-term leases or leases of low-value assets.
- (6) Fair values of financial instruments
281
Information of reconciliation for liabilities during 2020 is as follows:
| 2020.01.01 Cash flow Non-cash change 2020.12.31 |
Short-ter m loans |
Short-ter m notes and bills payable |
Other payable – related parties |
Long-ter m loans (includin g due in one year) |
Long-ter m notes and bills payable |
Lease liabilitie s |
Guarante e deposits |
Balance of liabilities arising from financing activities |
|---|---|---|---|---|---|---|---|---|
$2,910,00 0 (1,610,00 0) - |
$2,608,7 30 (2,608,73 0) - |
$890,000 (510,000) - |
$2,500,0 00 - - |
$- 1,748,29 6 - |
$593,35 5 (120,55 2) 85,390 |
$27,080 1,077 - |
$9,529,16 5 (3,099,90 9) 85,390 |
|
$1,300,00 0 |
$- |
$380,000 | $2,500,0 00 |
$1,748,2 96 |
$558,19 3 |
$28,157 | $6,514,64 6 |
Information of reconciliation for liabilities during 2019 is as follows:
| 2019.01.01 Cash flow Non-cash change 2019.12.31 |
Short-ter m loans |
Short-ter m notes and bills payable |
Other payable – related parties |
Bonds Payable (includin g due in oneyear) |
Long-ter m loans (includin g due in oneyear) |
Lease liabilitie s |
Guarante e deposits |
Balance of liabilities arising from financing activities |
|---|---|---|---|---|---|---|---|---|
$2,700,00 0 210,000 - |
$1,727,8 25 880,905 - |
$1,375,00 0 (485,000) - |
$1,000,0 00 (1,000,00 0) - |
$1,600,0 00 900,000 - |
$678,72 5 (130,94 1) 45,571 |
$32,008 (4,928) - |
$9,113,55 8 370,036 45,571 |
|
$2,910,00 0 |
$2,608,7 30 |
$890,000 | $- | $2,500,0 00 |
$593,35 5 |
$27,080 | $9,529,16 5 |
-
(7) Fair values of financial instruments
-
A. The methods and assumptions applied in determining the fair value of financial instruments:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Company to measure or disclose the fair values of financial assets and financial liabilities:
-
a. The carrying amount of cash and cash equivalents, trade receivables, trade payable and other current liabilities approximate their fair value due to their short maturities.
-
b. For financial assets and liabilities traded in an active market with standard terms and
282
conditions, their fair value is determined based on market quotation price (including listed equity securities, beneficiary certificates etc.) at the reporting date.
-
c. Fair value of equity instruments without market quotations (including private placement of listed equity securities, unquoted public company and private company equity securities) are estimated using the market method valuation techniques based on parameters such as prices based on market transactions of equity instruments of identical or comparable entities and other relevant information (for example, inputs such as discount for lack of marketability, P/E ratio of similar entities and Price-Book ratio of similar entities). The income method assesses the recoverable amount based on the present value of the financial assets that are expected to be received from cash dividends or disposals at the market
-
d. Fair value of debt instruments without market quotations, bank loans, bonds payable and other non-current liabilities are determined based on the counterparty prices or valuation method. The valuation method uses DCF method as a basis, and the assumptions such as the interest rate and discount rate are primarily based on relevant information of similar instrument (such as yield curves published by the Taipei Exchange, average prices for Fixed Rate Commercial Paper published by Reuters and credit risk, etc.)
-
e. The fair value of derivatives which are not options and without market quotations, is determined based on the counterparty prices or discounted cash flow analysis using interest rate yield curve for the contract period. Fair value of option-based derivative financial instruments is obtained using the counterparty prices or appropriate option pricing model (for example, Black-Scholes model) or other valuation method (for example, Monte Carlo Simulation).
-
B. Fair value of financial instruments measured at amortized cost
Among the fair value of the Company’s financial assets and financial liabilities measured at amortized cost, cash and cash equivalents, trade receivables, trade payable, other current liabilities and bonds payable whose carrying amount approximate their fair value.
- C. Fair value measurement hierarchy for financial instruments
Please refer to Note 12(8) for fair value measurement hierarchy for financial instruments of the Company.
-
(8) Fair value measurement hierarchy
-
A. Fair value measurement hierarchy
283
All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:
-
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date
-
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
-
Level 3 – Unobservable inputs for the asset or liability
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.
B. Fair value measurement hierarchy of the Company’s assets and liabilities
The Company does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Company’s assets and liabilities measured at fair value on a recurring basis is as follows:
As of December 31, 2020
| As of December 31, 2020 | ||||
|---|---|---|---|---|
| Financial assets: Financial assets at fair value through other comprehensive income Equity instrument measured at fair value through other comprehensive income As of December 31, 2019 Financial assets: Financial assets at fair value through other comprehensive income Equity instrument measured at fair value through other comprehensive income |
Level 1 | Level 2 | Level3 | Total |
| $1,205,250 Level 1 |
$- Level 2 |
$103,824 Level 3 |
$1,309,074 Total |
|
| $1,316,165 | $- | $242,676 | $1,558,841 |
Transfers between Level 1 and Level 2 during the period
During the years ended December 31, 2020 and 2019, there were no transfers between Level 1 and Level 2 fair value measurements.
Reconciliation for fair value measurements in Level 3 of the fair value hierarchy for movements during the period is as follows:
284
| Beginning balances as of January 1, 2020 Acquisition Capital deducted by cash Total gains recognized for the year ended December 31, 2020: Amount recognized in OCI (present in Unrealized gains or losses on measured at fair value through other comprehensive income equity instrument investment) Ending balances as of December 31, 2020 Beginning balances as of January 1, 2019 Capital deducted by cash Total gains recognized for the year ended December 31, 2019: Amount recognized in OCI (present in Unrealized gains or losses on measured at fair value through other comprehensive income equity instrument investment) Ending balances as of December 31, 2019 |
Assets |
|---|---|
| Measured at fair value through other comprehensive income |
|
| Stock | |
| $242,676 29,572 (6,473) (161,951) |
|
| $103,824 | |
| $193,216 (2,378) 51,838 |
|
| $242,676 |
Total profits and losses recognized in profit or loss for the years ended 31 December 2020 in the table above contain gains or losses related to assets on hand in the amount of NT$0 thousand.
Information on significant unobservable inputs to valuation
Description of significant unobservable inputs to valuation of recurring fair value measurements categorized within Level 3 of the fair value hierarchy is as follows:
As of December 31, 2020
| Financial assets: Measured at fair value through other comprehensi ve income Stocks |
Valuation technique s |
Significant unobservable inputs |
Quantitativ e information |
Relationship between inputs and fair value |
Sensitivity of the input to fair value |
|---|---|---|---|---|---|
| Market approach |
Earnings per share |
8.48 | The higher the earnings, the higher the fair value of the |
10% increase (decrease) in the earnings would result in increase (decrease) in the Company’s equity by |
285
| stocks | NT$1,696 thousand. | |||
|---|---|---|---|---|
| Stocks | Income | Discount rate | 9.96~16.65 The higher the | 10% increase (decrease) in |
| approach | discount rate, the lower the |
the discount rate would result in increase (decrease) |
||
| fair value of the stocks |
in the Company’s equity by NT$133 thousand. |
|||
| Stocks | Asset | Discount for | 20%~60% The higher the | 10% increase (decrease) in |
| approach | lack of | discount for | the discount for lack of | |
| marketability | lack of marketability, |
marketability would result in (decrease) increase in the |
||
| the lower the fair value of the |
Company’s equity by NT$8,034 thousand. |
|||
| stocks |
| As of December 31, 2019 Valuation techniques Significant unobservable inputs Financial assets: Measured at fair value through other comprehensi ve income Stocks Market approach Earnings per share Stocks Income approach Discount rate Stocks Asset approach Discount for lack of marketability |
As of December 31, 2019 Valuation techniques Significant unobservable inputs Financial assets: Measured at fair value through other comprehensi ve income Stocks Market approach Earnings per share Stocks Income approach Discount rate Stocks Asset approach Discount for lack of marketability |
As of December 31, 2019 Valuation techniques Significant unobservable inputs Financial assets: Measured at fair value through other comprehensi ve income Stocks Market approach Earnings per share Stocks Income approach Discount rate Stocks Asset approach Discount for lack of marketability |
Quantitative information |
Relationship between inputs and fair value |
Sensitivity of the input to fair value |
|---|---|---|---|---|---|
Market approach Income approach Asset approach |
Earnings per share Discount rate Discount for lack of marketability |
9.21~28.36 9.71~15.08 20% |
The higher the earnings, the higher the fair value of the stocks The higher the discount rate, the lower the fair value of the stocks The higher the discount for lack of marketability, the lower the fair value of the stocks |
10% increase (decrease) in the earnings would result in increase (decrease) in the Company’s equity by NT$2,351 thousand. 10% increase (decrease) in the discount rate would result in increase (decrease) in the Company’s equity by NT$137 thousand. 10% increase (decrease) in the discount for lack of marketability would result in (decrease) increase in the Company’s equity by NT$287 thousand. |
Valuation process used for fair value measurements categorized within Level 3 of the fair value hierarchy
The Company’s Finance Department is responsible for validating the fair value measurements and ensuring that the results of the valuation are in line with market conditions, based on independent and reliable inputs which are consistent with other information, and represent exercisable prices. The Department analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Company’s accounting policies at each reporting date.
- C. Fair value measurement hierarchy of the Company’s assets and liabilities not measured at fair value but for which the fair value is disclosed
As of December 31, 2020
286
Level 1 Level 2 Level 3 Total
Financial assets not measured at fair value but for which the fair value is disclosed: Investment properties (please refer to Note 6(9)) $- $- $9,288,527 $9,288,527
As of December 31, 2019
Level 1 Level 2 Level 3 Total
Financial assets not measured at fair value but for which the fair value is disclosed: Investment properties (please refer to Note 6(9)) $- $- $9,237,919 $9,237,919
- (9) Significant assets and liabilities denominated in foreign currencies
Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:
| Financial assets | (Unit: Foreign currency: thousands, NTD: thousands) As of 31 December, 2020 Foreign currencies Foreign exchange rate NTD $1,680 28.48 $47,846 1,337 4.38 5,856 204,984 28.48 5,837,939 As of31 December,2019 Foreign currencies Foreign exchange rate NTD $11,510 29.98 $345,070 2,528 4.31 10,896 284,434 29.98 8,527,328 |
(Unit: Foreign currency: thousands, NTD: thousands) As of 31 December, 2020 Foreign currencies Foreign exchange rate NTD $1,680 28.48 $47,846 1,337 4.38 5,856 204,984 28.48 5,837,939 As of31 December,2019 Foreign currencies Foreign exchange rate NTD $11,510 29.98 $345,070 2,528 4.31 10,896 284,434 29.98 8,527,328 |
|---|---|---|
| Monetary items: USD CNY Non-monetary items: USD Financialassets |
||
| Foreign currencies | Foreign exchange rate |
|
$11,510 2,528 284,434 |
29.98 4.31 29.98 |
|
| Monetary items: USD CNY Non-monetary items: USD |
The above information is disclosed based on the carrying amount of foreign currency (after conversion of functional currency).
(10) Capital management
The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust dividend payment to shareholders, return capital to shareholders or issue
287
new shares.
13. Additional disclosure
(1) Information at significant transactions
-
a. Financing provided to other: Please refer to Attachment 1.
-
b. Endorsement/Guarantee provided to others: Please refer to Attachment 2.
-
c. Securities held: Please refer to Attachment 3.
-
d. Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million and 20 percent of the capital stock: None.
-
e. Acquisition of individual real estate with amount exceeding the lower of NT$300 million and 20 percent of the capital stock: None.
-
f. Disposal of individual real estate with amount exceeding the lower of NT$300 million and 20 percent of the capital stock: None
-
g. Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million and 20 percent of the capital stock: Please refer to Attachment 4.
-
h. Receivables from related parties with amounts exceeding the lower of NT$100 million and 20 percent of capital stock: Please refer to Attachment 5
-
i. Financial instruments and derivative transactions: None.
-
j. Significant intercompany transactions between consolidated entities: Please refer to Attachment 6.
-
k. Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to Attachment 7.
(2) Information on investments in mainland China
-
a. Names, main businesses and products, total amount of paid-in capital, method of investment, accumulated outflow of investment from Taiwan, percentage of ownership, investment income recognized, carrying amount, accumulated inward remittance of earnings, and upper limit on investment of investees in Mainland China: Please refer to Attachment 8.
-
b. Directly or indirectly significant transactions through third regions with the investees in Mainland China, including price, payment terms, unrealized gain or loss, and other events with significant effects on the operating results and financial condition: Please refer to Attachment 1, and 2.
-
(6) Information of major shareholders
288
List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder: Please refer to Attachment 9.
289
| ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Name of financing provider | Name of counterparty | Account(Note 2) | Maximum balance for theperiod |
Ending balance |
Actual amount provided |
Interest rate |
Nature of financing activity(Note 3) |
Amount of sales to (purchase from) counter-party |
Reason for financing |
Allowance for doubtful accounts |
Assetspledged | Limit of financing amount for individual counter-party(Note 4) |
Limit of total financing amount(Note 4) |
|
| Item | Value | ||||||||||||||
| 1 2 3 4 5 |
REI SHIN CONSTRUCTION CO., LTD. KUOYUNG CONSTRUCTION & ENGINEERING CO., LTD. TAICANG PORT GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (SUZHOU) CO., LTD. GOLDSUN CONCRETE (CHANGSHU) CO., LT |
GOYU BUILDING MATERIALS CO., LTD. GIMPO MARINE CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOYU BUILDING MATERIALS CO., LTD. GIMPO MARINE CO., LTD. GOLDSUN CONCRETE (WUJIANG) CO., LTD. GOLDSUN CONCRETE (CHANGSHU) CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (SUZHOU) CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. TAICANG PORT GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (CHANGSHU) CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (WUJIANG) CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. DTAICANG PORT GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (WUJIANG) CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (SUZHOU) CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. |
Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable |
NT$120,000 NT$115,000 NT$900,000 NT$120,000 NT$110,000 RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) |
- - NT$680,000 NT$40,000 NT$110,000 RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) |
- - NT$380,000 NT$10,000 NT$110,000 - - - - - - - RMB 20,000 (NT$87,600) RMB 22,000 (NT$96,360) RMB 30,000 (NT$131,400) - - - - RMB 20,000 (NT$87,600) |
- - 0.95% 1.53% 1.45% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% |
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 |
- - - - - - - - - - - - - - - - - - - - |
Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating |
- - - - - - - - - - - - - - - - - - - - |
Promissory note - - Promissory note - - - - - - - - - - - - - - - - |
NT$120,000 - - NT$120,000 - - - - - - - - - - - - - - - - |
NT$774,140 NT$774,140 NT$774,140 NT$152,292 NT$152,292 RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) |
NT$774,140 NT$774,140 NT$774,140 NT$152,292 NT$152,292 RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 103,373 (NT$452,242) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 195,611 (NT$855,788) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) RMB 256,233 (NT$1,120,938) |
290
| ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | ATTACHMENT 1 : Financing provided to others for theyear ended December 31,2020 | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Name of financing provider | Name of counterparty | Account(Note 2) | Maximum balance for theperiod |
Ending balance |
Actual amount provided |
Interest rate |
Nature of financing activity(Note 3) |
Amount of sales to (purchase from) counter-party |
Reason for financing |
Allowance for doubtful accounts |
Assetspledged | Limit of financing amount for individual counter-party(Note 4) |
Limit of total financing amount(Note 4) |
|
| Item | Value | ||||||||||||||
| 6 7 8 |
GOLDSUN CONCRETE (WUJIANG) CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. |
TAICANG PORT GOLDSUN CONCRETE CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (CHANGSHU) CO., LTD. GOLDSUN CONCRETE (SUZHOU) CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. TAICANG PORT GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (WUJIANG) CO., LTD. GOLDSUN CONCRETE (CHANGSHU) CO., LTD. GOLDSUN CONCRETE (SUZHOU) CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. TAICANG PORT GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (WUJIANG) CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (CHANGSHU) CO., LTD. GOLDSUN CONCRETE (SUZHOU) CO., LTD. |
Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable Other receivable |
RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) |
RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 100,000 (NT$438,000) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) RMB 80,000 (NT$350,400) |
- - - - - - - - - - - - - - - |
2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% |
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 |
- - - - - - - - - - - - - - - |
Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating Operating |
- - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - |
RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) |
RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 302,422 (NT$1,323,040) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 165,461 (NT$723,858) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) RMB 312,730 (NT$1,368,138) |
Note 1: The parent company and its subsidiaries are coded as follows:
- (1) The parent company is coded "0".
(2) The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
Note 2: Fill in if the nature of financial statement account is financing.
Note 3: The method of filling out the capital loan and nature is:
-
(1) For business transactions fill in "1"
-
(2) For short-term financing funds necessity fill in "2"
Note 4: GOLDSUN CONCRETE (WUJIANG) CO., LTD., KUNSHAN GOLDSUN CONCRETE CO., LTD., GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD., GOLDSUN CONCRETE (SUZHOU) CO., LTD., TAICANG PORT GOLDSUN CONCRETE CO., LTD., and GOLDSUN CONCRETE (SUZHOU) CO., LTD.. shall not exceed double of the net asset value from the latest financial statement. RUEI SHIN CONSTRUCTIN CO., LTD and KUNYUNG CONSTRUCTION & ENGINEERING CO., LTD shall not exceed the 40% net asset value from the latest financial statement.
Note 5: GOLDSUN CONCRETE (WUJIANG) CO., LTD., KUNSHAN GOLDSUN CONCRETE CO., LTD., GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD., GOLDSUN CONCRETE (SUZHOU) CO., LTD., TAICANG PORT GOLDSUN CONCRETE CO., LTD., and GOLDSUN CONCRETE (SUZHOU) CO., LTD..'s ending balance would be duplicate calculated in collaboration.
291
| ATTACHMENT 2 : Endorsement/Guaranteeprovided to others | ATTACHMENT 2 : Endorsement/Guaranteeprovided to others | for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
for theyear ended December 31,2020 (Unit:Foreign currency: thousands,NTD: thousands) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Name of endorsers | Endorsee | Endorsement limit for a single entity (Note 3) |
Maximum balance for the period(Note 4) |
Ending balance (Note 5) |
Actual amount provided(Note 6) |
Amount of collateral guarantee/end orsement |
Percentage of accumulated guarantee amount to net assets value from the latest financial statement |
Limit of total guarantee/endors ement amount (Note 3) |
Guarantee provided by Parent Company (Note 7) |
Guarantee provided by A Subsidiary (Note 7) |
Guarantee provided to Subsidiaries in Mainland China(Note 7) |
|
| Name of endorsees | Relationship (Note 2) |
||||||||||||
| 0 1 2 3 4 5 6 7 |
GOLDSUN BUILDING MATERIALS CO., LTD. REI SHIN CONSTRUCTIN CO., LTD REIXIN ASSET MANAGEMENT INC. GOLDSUN CONCRETE (SUZHOU) CO., LTD. GOLDSUN CONCRETE (CHANGSHU) CO., LTD. GOLDSUN CONCRETE (WUJIANG) CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. |
GOYU BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN CONCRETE (SUZHOU) CO., LTD. and other three companies GOLDSUN CONCRETE (SUZHOU) CO., LTD. and other three companies GOLDSUN CONCRETE (SUZHOU) CO., LTD. and other three companies GOLDSUN CONCRETE (SUZHOU) CO., LTD. and other three companies GOLDSUN CONCRETE (SUZHOU) CO., LTD. and other three companies |
6 3 3 4 4 4 4 4 |
$10,099,665 3,870,702 2,250,907 2,139,470 2,802,345 3,307,600 3,420,345 1,809,645 |
$156,000 3,584,000 884,000 108,000 1,270,200 1,270,200 1,270,200 1,270,200 |
$78,000 2,700,000 884,000 - 1,270,200 1,270,200 1,270,200 1,270,200 |
$6,500 1,950,000 300,000 - 264,464 194,005 178,106 263,996 |
$- - - - - - - - |
0.39% 139.51% 78.55% - 226.63% 192.01% 185.68% 350.95% |
$10,099,665 3,870,702 2,250,907 2,139,470 2,802,345 3,307,600 3,420,345 1,809,645 |
Y | Y Y |
Y Y Y Y Y |
Note 1: The parent company and its subsidiaries are coded as follows:
- (1) The parent company is coded "0".
(2) The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following six categories:
(1) Having business relationship.
(2) The endorser/guarantor parent company owns directly more than 50% voting shares of the endorsed/guaranteed subsidiary.
- (3) The endorser/guarantor parent company and its subsidiaries jointly own more than 50% voting shares of the endorsed/guaranteed company.
(4) The endorsed/guaranteed parent company directly or indirectly owns more than 50% voting shares of the endorser/guarantor subsidiary.
- (5) Mutual guarantee of the trade as required by the construction contract.
(6) Due to joint venture, each shareholder provides endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.
Note 3: The procedure of endorsement is showed as the follows:
(1) For the Company, the endorsement / guarantee amount limit for a single entity that shall not exceed 50% of the Company's net asset value from the latest financial statement;
the total amount shall not exceed 50% of net asset value from the latest financial statement.
- (2) REI SHIN CONSTRUCTIN CO., LTD and REIXIN ASSET MANAGEMENT INC. endorsement / guarantee amount limit for a single entity and total that shall not exceed double of the net asset value from the latest financial statement.
Other subsidiary, the endorsement / guarantee amount limit for a single entity and total that should not exceed 500% net assets value both from the latest financial statement.
Note 4: The maximum endorsements/guarantees amount current year.
Note 5: All endorsements/guarantees that have been approved by bank shall be calculated in ending balance.
Note 6: Please fill in the actual amount provided by the endorsers.
Note 7: Parent company endorsed/guaranteed for the subsidiaries, subsidiaries endorsed/guaranteed for the parent company, or endorsement/guarantee for entities in China shall fill in "Y" 。
Note 8: The Company deposed the subsidiary, GOLDSUN COMENT (FUJIAN) CO., LTD, in October, 2019 and completed the capital transfer as of December 31, 2019. Please ref to Note 6(28) on FY2019 consolidated financial statement for more detail.
292
| ATTACHMENT 3 : Securities held as of December 31,2020 | ATTACHMENT 3 : Securities held as of December 31,2020 | ATTACHMENT 3 : Securities held as of December 31,2020 | ATTACHMENT 3 : Securities held as of December 31,2020 | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | ||
|---|---|---|---|---|---|---|---|---|---|
| Names of companies held | Type and name of securities | Relationshipwith the Company | Financial statement account | Decem | ber 31,2020 | Remark | |||
| Units (thousand) / bonds / shares (thousand) |
Carrying amount |
Percentage of ownership (%) |
Fair value/Net assets value |
||||||
| GOLDSUN BUILDING MATERIALS CO., LTD. KUNYUNG CONSTRUCTION & ENGINEERING CO., LTD REIXIN ASSET MANAGEMENT CO., LTD. TAIWAN BUILDING MATERIALS (HONG KONG) LIMITED GOLDSUN CONCRETE (CHANGSHU) CO., LTD. |
Stock- TAIWAN CEMENT CORPORATION TAIWAN SECOM CO., LTD O-BANK TAIWAN AIRPORT SERVICE CO., LTD. GLOBAL SECURITIES FINANCE CORPORATION FUHWA VENTURE CAPITAL INC. OVERSEAS INVESTMENT & DEVELOPMENT CORP. ANFENG SPRING ENTERPRISE CO., LTD. GUO CHANG MARITIME CO., LTD. CHINESE PRODUCTS PROMOTION CENTRE EVERTERMINAL CO., LTD. Stock- GOLDSUN BUILDING MATERIALS CO., LTD. TAIWAN CEMENT CORPORATION TAIWAN SECOM CO., LTD. Stock- GOLDSUN BUILDING MATERIALS CO., LTD. Capital- FUZHOU SANSHUN STONE MATERIAL CO., LTD. FUJIAN HENGZHONG SAND STONE CO., LTD. Fund - BOSERA FUNDS |
Investor under the equity method Parent Company Parent Company |
Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through profit or loss, current |
16,800,000 5,312,000 1,200,000 7,405,200 32,636 155,925 2,000,000 150,000 250,000 1,334 1,429,653 238,323 840,000 2,000,000 2,877,785 - - 227,151 |
$725,760 471,174 8,316 65,240 - 1,539 16,960 2,498 2,490 - 15,097 5,958 (Note 36,288 177,400 71,945 (Note 415,780 23,113 994 |
) ) |
- 1% - 17% - 5% 2% 5% 10% - 1% - - - - 19% 19% - |
$725,760 471,174 8,316 65,240 - 1,539 16,960 2,498 2,490 - 15,097 5,958 36,288 177,400 71,945 415,780 23,113 994 |
12,300 thousand shares provide for loan guarantee 4,200 thousand shares provide for loan guarantee 7,405 thousand shares provide for loan guarantee Included in treasury shares Included in treasury shares |
Note: The Company resolved in its board of directors’ meeting on August 11, 2020 to implement a capital reduction in cash through the return of share proceeds to shareholders. The capital reduction ratio was 14.4189%.
293
Attachment 4:Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million and 20 percent of capital stock for the year ended December 31, 2020
(Unit:Foreign currency: thousands, NTD: thousands)
| Company | Related party | Relationship | Transactions | Transactions | Transactions | Transactions | Details of non-arm's length transaction |
Details of non-arm's length transaction |
Notes and accounts receivable (payable) | Notes and accounts receivable (payable) | Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (Sales) |
Amount | Percentage of total purchases (sales) |
Term | Unit Price | Term | Balance | Percentage of total receivables (payable) |
||||
| GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. TAIPEI PORT TERMINAL COMPANY LIMITED GOLDSUN NIHON CEMENT CO., LTD. |
GOLDSUN EXPRESS & LOGISTICS CO., LTD. TAIPEI PORT TERMINAL MATERIALS CO., LTD. GOLDSUN NIHON CEMENT CO., LTD. FULL MAX CORPORATION LIMITED GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. |
Associate Company Subsidiary Subsidiary Other related party Parent Company Parent Company |
NOTE Operating Cost Operating Cost Operating Cost Operating Revenues Sales Revenue |
$597,105 389,643 560,953 302,070 (389,643) (560,953) |
NOTE 3% 5% 3% 79% 80% |
Net 30 days Net 30 days Net 30 days Net 30 days Net 30 days Net 30 days |
$- - - - - - |
- - - - - - |
$(57,249) (45,043) (100,772) - 45,043 100,772 |
(3.94)% (0.85)% (1.90)% - 90.70 % 82.14 % |
294
Attachment 5:Receivables from related parties with amounts exceeding the lower of NT$100 million and 20 percent of capital stock as of December 31, 2020
| Attachment 5:Receivables from related parties with amounts exceeding the lower of NT$100 million and 20 percent of capital stock as of | Attachment 5:Receivables from related parties with amounts exceeding the lower of NT$100 million and 20 percent of capital stock as of | Attachment 5:Receivables from related parties with amounts exceeding the lower of NT$100 million and 20 percent of capital stock as of | Attachment 5:Receivables from related parties with amounts exceeding the lower of NT$100 million and 20 percent of capital stock as of | Attachment 5:Receivables from related parties with amounts exceeding the lower of NT$100 million and 20 percent of capital stock as of | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 |
|---|---|---|---|---|---|---|---|---|
| (Unit:Foreign currency: thousands, NTD: thousands) | ||||||||
| Related Party | Company Name | Relationship | Ending Balance |
Turnover Rate (%) |
Overdue | Amounts Received in Subsequent |
Allowance for Impairment |
|
| Amount | Actions Taken | |||||||
| GOLDSUN NIHON CEMENT CO., LTD. | GOLDSUN BUILDING MATERIALS CO., LTD. | Parent Company | $100,772 | - | $- | - | $100,772 | $- |
295
Attachment 6: Significant intercompany transactions between consolidated entities
(Unit:Foreign currency: thousands, NTD: thousands)
| No. | Company | Counter-party | Relationship | Account | Amount | Term | As a percentage of total assets or revenues |
|---|---|---|---|---|---|---|---|
| 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 2 3 |
Year of 2020 GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. KUNYUNG CONSTRUCTION & ENGINEERING CO LTD KUNYUNG CONSTRUCTION & ENGINEERING CO LTD RUEI SHIN CONSTRUCTIN CO., LTD TAIPEI PORT TERMINAL COMPANY LIMITED |
WELLPOOL CO., LTD. WELLPOOL CO., LTD. REI SHIN CONSTRUCTIN CO., LTD REI SHIN CONSTRUCTIN CO., LTD REI SHIN CONSTRUCTIN CO., LTD REIXIN ASSET MANAGEMENT CO., LTD. REIXIN ASSET MANAGEMENT CO., LTD. GOLDSUN NIHON CEMENT CO., LTD. GOLDSUN NIHON CEMENT CO., LTD. TAIPEI PORT TERMINAL COMPANY LIMITED TAIPEI PORT TERMINAL COMPANY LIMITED TAIPEI PORT TERMINAL COMPANY LIMITED KUNYUNG CONSTRUCTION & ENGINEERING CO., LTD GIMPO MARINE CO., LTD. JIN SHUN MARITIME LTD. YUAN SHUN MARITIME LTD. GOYU BUILDING MATERIALS CO., LTD. GIMPO MARINE CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN BUILDING MATERIALS CO., LTD. |
1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 3 3 2 2 |
Other operating income Accounts receivables Other operating income Other payables Lease liabilities Other operating income Lease liabilities Cost of goods sold Accounts payable Cost of goods sold Accounts payable Lease liabilities Lease liabilities Cost of goods sold Cost of goods sold Cost of goods sold Other receivables Other receivables Other operating income Other operating income |
$46,092 19,223 30,000 380,000 95,578 12,051 28,557 560,953 100,772 389,643 45,043 85,618 14,814 54,566 64,348 48,009 10,001 110,017 32,535 21,975 |
(Note 4) (Note 4) (Note 4) Interest rate:0.95% By contract (Note 4) By contract (Note 4) (Note 4) (Note 4) (Note 4) By contract By contract (Note 4) (Note 4) (Note 4) Interest rate:1.53% Interest rate:1.45% (Note 4) (Note 4) |
0.32% 0.07% 0.21% 2.62% 0.66% 0.04% 0.20% 3.87% 0.70% 2.69% 0.15% 0.59% 0.10% 0.38% 0.44% 0.33% 0.03% 0.37% 0.22% 0.15% |
Note 1: Information about related party transactions should be stated. The numbers of each company are illustrated as follows:
-
(1) 0 is for the parent company.
-
(2) Each subsidiary is numbered from 1.
-
Note 2: The relationship between related parties are as follows:
-
(1) Parent company and subsidiary.
-
(2) Subsidiary and Parent company.
-
(3) Subsidiary and subsidiary.
Note 3: Transaction amount is stated as a ratio of total assets or total revenues. Ratios of assets or liabilities accounts are calculated as ending balance divided by total assets, and ratios of profit or loss accounts are calculated as accumulated amount for the year divided by total revenues.
Note 4: The Company's sales to related parties are handled according to the general sales conditions; its collection period is equivalent to ordinary customers. Note 5: The important transaction of this form may be determined by the company according to the principle of materiality.
296
ATTACHMENT 7: Names, locations and related information of investee companies (Not including investment in Mainland China)
(Unit:Foreign currency: thousands, NTD: thousands)
| Investor Company | Investee Company | Location | Main business and products |
Original / investment amount | Original / investment amount | Inve | stment as of December 31, 2020 | stment as of December 31, 2020 | stment as of December 31, 2020 | Net income (loss) of investee company |
Investment income (loss) recognized |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending balance | Beginning balance | Number of shares |
Percentage of ownership (%) |
Book value | ||||||||
| GOLDSUN BUILDING MATERIALS CO., LTD. |
KUNYUNG CONSTRUCTION & ENGINEERING CO., LTD REI SHIN CONSTRUCTION CO., LTD WELLPOOL CO., LTD. EASE GREAT INVESTMENTS LTD. GOLDSUN INVESTMENT CO., LTD GOLDSUN NIHON CEMENT CO., LTD. TAIPEI PORT TERMINAL COMPANY LIMITED TAIWAN BUILDING MATERIALS (HONG KONG) LIMITED HWA YA DEVELOPMENT CO., LTD. GOLDSUN INNOVATIVE BUILDING MATERIALS CO., LTD. RAIXIN QUALITY PRODUCTS LTD. |
Taipei, TW Taipei, TW Taipei, TW Samoa Taipei, TW Kaohsiung, TW Taipei, TW Hong Kong Taipei, TW Taipei, TW Taipei, TW |
Construction of civil and architectural construction projects Real estate rental, sale and development Sales of calcium silicate board and other boards Investment and holding Investment Cement import and sale International trade, warehousing and tally packaging Investment Hotel operator Sales of ready-mixed concrete and cement products Upholstery and sales of furniture |
$835,000 - 303,653 3,162,697 (USD 89,386) - 119,121 2,477,200 480,289 (USD15,436) 196,928 60,000 41,000 |
$835,000 - 300,754 5,816,892 (USD 178,462) 53,500 119,121 2,477,200 480,289 (USD 15,436) 196,928 60,000 41,000 |
30,000,000 800,000,000 18,280,389 89,386,266 - 11,460,000 250,000,000 116,686,664 15,714,108 6,000,000 1,116,111 |
100% 100% 51% 100% - 59% 100% 100% 31% 100% 11% |
$374,846 1,587,216 537,851 4,411,437 - 163,413 2,492,257 439,862 161,447 12,582 4,821 |
$11,241 (15,139) 146,314 312,555 (142) 13,769 116,971 (174) 6,975 (7,139) (27,438) |
$11,157 (15,139) 74,125 312,555 (142) 8,092 116,529 (174) 2,141 (7,139) (3,676) |
Note2 15,000 thousand shar Note5 Note 4 Associate |
297
ATTACHMENT 7: Names, locations and related information of investee companies as of December 31, 2020 (Not including investment in Mainland China)
| ATTACHMENT 7: Names, locations and related information of investee companies as of December 31, 2020(Not includinginvestment in Mainland China) | (Unit:Foreign currency: thousands,NTD: thousands) | |||||||||||
| Investor Company | Investee Company | Location | Main business and products | Original / investment amount | Investm | ent as of December 31, 2020 | Net income (loss) of investee |
Investment income (loss) recognized |
Note | |||
| Ending balance | Beginning balance |
Number of shares |
Percent age of owners hip (%) |
Book value | ||||||||
| GOLDSUN BUILDING MATERIALS CO., LTD. GOLDSUN INNOVATIVE BUILDING MATERIALS CO., LTD. WELLPOOL CO., LTD. EASE GREAT INVESTMENTS LTD. |
JIN SHUN MARITIME LTD. YUAN SHUN MARITIME LTD. JING SHUN MARITIME LTD. FENG SHUN MARITIME LTD. GOYU BUILDING MATERIALS CO., LTD. GIMPO MARINE CO., LTD. REIXIN ASSET MANAGEMENT INC. LAKE VERNICIA DEVELOPMENT COMPANY RAIXIN QUALITY PRODUCTS LTD. GAPE-GOLDSUN CORPORATION GREAT SMART LTD. GOLDSUN INTERNATIONAL DEVELOPMENT CORP. |
Hong Kong Hong Kong Hong Kong Hong Kong Chiayi, TW New Taipei City, TW Taipei, TW Taipei, TW Taipei, TW Taipei, TW Cayman Cayman |
Shipping Shipping Shipping Shipping Sales of building materials Shipping Real estate rental, sale and development Leisure farme management Upholstery and sales of furniture Sales of calcium silicate board and other boards Investment and holding Investment and holding |
$314,216 (USD 10,000) 466,588 (USD 15,150) 307,970 (USD 10,000) 192,481 (USD 6,250) 260,000 100,000 (Note2) 1,000 60,284 1,283 1,008,411 (USD 31,068) 1,875,333 (USD 57,100) |
$314,216 (USD 10,000) 1,198,017 (USD 15,150) (Note1) (Note1) 182,000 100,000 - - 48,667 1,283 2,531,767 (USD 78,000) 1,874,333 (USD 57,100) |
78,000,000 118,170,000 10,000,001 6,250,001 26,000,000 10,000,000 100,000,000 100,000 2,756,112 100,000 31,067,669 57,100,000 |
100% 100% 100% 100% 65% 100% 100% 100% 28% 100% 100% 100% |
$124,706 416,076 251,141 194,717 240,134 94,651 1,053,650 866 11,906 1,469 1,073,729 (USD 37,701) 3,303,019 (USD 115,977) |
$(15,460) 5,418 (11,371) 14,178 (12,967) 9,873 8,780 (134) (27,438) 8 176,377 139,401 |
$(15,460) 5,418 (11,371) 14,178 (8,145) 9,873 7,771 (134) - - - - |
Note 3 Note 7 Associates Note 6 |
Note 1: YUAN SHUN MARITIME LTD. invested the entity in debt to equity swap.
Note 2: RUEI SHIN CONSTRUCION CO., LTD., a
obtained 100,000 thousand new shares issued by REIXIN ASSET MANAGEMENT INC. as consideration. The division reference date was January 1, 2020.
Note 3: YUAN SHUN MARITIME LTD. implement a capital reduction in cash USD$2,370 thousand. The Company withdraw the cash returns USD$7,500 thousand and accounts receivable USD$16,250 thousand.
Note 4: To simplify investment structure, strengthen efficiency the overall utilization of resource and enhance operational performance and competitiveness. Resolved by the Company’s Board of Directors on May 6, 2020, the Company has a merger with GOLDSUN INVESTMENT CO., LTD. After the merger, the Company is surviving company and GOLDSUN INVESTMENT CO., LTD. is dissolved company. The reference date of the merger was May 31, 2020.
Note 5: The Board of Directors of EASE GREAT INVESTMENTS LTD. approved a proposal of cash capital reduction on February 5, 2020. The capital reduction amount was US$86,000 thousand, the Company completed the capital reduction US$86,000 thousand in 2020.
The Board of Directors of EASE GREAT INVESTMENTS LTD. approved a proposal of cash capital reduction on September 28, 2020. The capital reduction amount was US$4,170 thousand, the Company completed the capital reduction US$3,076 thousand in 2020.
Note 6: The Board of Directors of GREAT SMART LTD. approved a proposal of cash capital reduction on November 6, 2019. The capital reduction amount was US$78,041 thousand, the Company completed the capital reduction USD$34,300 thousand and US$43,741 thousand in 2019 and 2020, respectively. The Board of Directors of EASE GREAT INVESTMENTS LTD. approved a proposal of cash capital reduction on August 31, 2020. As of December 31, 2020, the registration of capital reduction was completed.
Note 7: The Company established a subsidiary, LAKE VERNICIA DEVELOPMENT COMPANY, on the third quarter of 2020 due to development various business. The total investment amount was NT$1,000 thousand.
298
| ATTACHMENT 8: Investment in Mainland China as of December 31, 2020 | ATTACHMENT 8: Investment in Mainland China as of December 31, 2020 | ATTACHMENT 8: Investment in Mainland China as of December 31, 2020 | ATTACHMENT 8: Investment in Mainland China as of December 31, 2020 | ATTACHMENT 8: Investment in Mainland China as of December 31, 2020 | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | (Unit:Foreign currency: thousands,NTD: thousands) | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investee Company | Main business and products |
Total amount of paid- in capital |
Method of investment |
台積Accumulated outflow of investment from Taiwan as of January 1, 2020 |
Investment flows | 台積Accumulated outflow of investment from Taiwan as of December 31, 2020 |
Net income (loss) of investee Company |
Percentage of ownership |
Investment income (loss) recognized |
Carrying value as of December 31, 2020 |
Accumulated inward remittance of earnings as of December 31, 2020 |
||
| Outflow | Inflow | ||||||||||||
| GOLDSUN CONCRETE (SUZHOU) CO., LTD. GOLDSUN (CHANGSHU) CONCRETE CO., LTD. TAICANG PORT GOLDSUN CONCRETE CO., LTD. GOLDSUN CONCRETE (WUJIANG) CO., LTD. KUNSHAN GOLDSUN CONCRETE CO., LTD. GOLDSUN (SUZHOU) BUILDING MATERIALS CO., LTD. LIANYUAN CONCH CEMENT CO., LTD. FUZHOU SANSHUN STONE MATERIAL CO., LTD. FUJIAN HENGZHONG SAND STONE CO., LTD.(Note9) YANG JUNG LEI JIN BUILDING MATERIALS LTD. |
Production and sales of ready-mixed concrete and cement products Production and sales of ready-mixed concrete and cement products Production and sales of ready-mixed concrete and cement products Production and sales of ready-mixed concrete and cement products Production and sales of ready-mixed concrete and cement products Production and sales of ready-mixed concrete and cement products Cement production and Sandstone processing Sandstone processing Sandstone processing |
$402,217 (USD 11,882) 459,388 (USD 14,200) 198,678 (USD 5,960) 197,939 (USD 5,960) 131,864 (USD 4,000) 198,527 (USD 5,960) 2,383,120 (USD 74,800) 1,016,143 (USD 33,503) 134,790 (RMB 30,000) 465,000 (RMB 100,000) |
(Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 2) (Note 3) (Note 3) (Note 4) |
$402,217 (USD 11,882) 459,388 (USD 14,200) 198,678 (USD 5,960) 197,939 (USD 5,960) 131,864 (USD 4,000) 198,527 (USD 5,960) 376,549 (USD 10,800) 453,555 (USD 14,566) 24,777 (USD 810) - |
$- - - - - - - - - - |
$- - - - - - - - - - |
$402,217 (USD 11,882) 459,388 (USD 14,200) 198,678 (USD 5,960) 197,939 (USD 5,960) 131,864 (USD 4,000) 198,527 (USD 5,960) 376,549 (USD 10,800) 453,555 (USD 14,566) 24,777 (USD 810) - |
$3,483 48,560 5,510 41,943 (Note 6) 7,787 40,516 (Note 6) 695,337 - - (24,255) |
100% 100% 100% 100% 100% 100% 20% 19% 19% - |
$3,483 48,560 5,510 41,943 (Note 6) 7,787 40,516 (Note 6) 139,067 - - (7,276) |
$427,894 560,469 226,121 661,520 (Note 6) 361,929 684,069 (Note 6) 724,912 415,780 (Note 5) 23,113 (Note 5) - (Note 4) |
$- - - - - - 11,504 (Note 9) - - - |
|
| $12,798,226 (Note 10) Upper limit on investment |
|||||||||||||
| Accumulated investment in Mainland China as of December 31, 2020 |
Investment amounts authorized by Investment Commission, MOEA |
Upper limit on investment | |||||||||||
| $3,468,955 (USD 105,540) |
$3,093,068 (USD 108,605) |
$12,798,226 (Note 10) |
Note 1: The Company established EASE GREAT INVESTMENTS LTD. in a third region. The Company reinvested in GOLDSUN INTERNATIONAL DEVELOPMENT CORP. (through EASE GREAT INVESTMENTS LTD.) and then invested in Mainland China. Note 2: The Company established EASE GREAT INVESTMENTS LTD. in a third region. The Company reinvested in GREAT SMART LTD. (through EASE GREAT INVESTMENTS LTD.) and then invested in Mainland China. Note 3: The Company established TAIWAN BUILDING MATERIALS (HONG KONG) LIMITED. in a third region and then invested in Mainland China. Note 4: Indirect investment through GOLDSUN (CHANGSHU) CONCRETE CO., LTD. The Group had disposed YANG JUNG LEI JIN BUILDING MATERIALS LTD. on May 15, 2020. Note 5: Company recognized the investment as “ Financial assets at fair value through other comprehensive income, non-current”.
Note 6: Amount was recognized based on the audited financial statements.
Note 7: The Company disposed the subsidiary, GOLDSUN COMENT (FUJIAN) CO., LTD, in 2019. Accumulated outflow of investment from Taiwan was NT$2,369,969 thousand (USD$72,500 thousand). EASE GREAT INVESTMENTS LTD. implement a capital reduction USD$43,597 thousand in cash through the return of share proceeds to the Company and remaining outflow of investment USD$28,903 thousand was not returned to Taiwan as of December 31, 2020. Note 8: The Company disposed the subsidiary, FU YANG PORT CO., LTD. in 2019. Accumulated outflow of investment from Taiwan was NT$322.625 thousand (USD$10,000 thousand). EASE GREAT INVESTMENTS LTD. implement a capital reduction USD$7,501 thousand in cash through the return of share proceeds to the Company and accumulated outflow of investment from Taiwan was USD$2,499 thousand as of December 31, 2020. Note 9: The Board of Directors of LIANYUAN CONCH CEMENT CO., LTD. approved a proposal of earnings distribution and dividends per share on July 27, 2020. GREAT SMART LTD. received the dividends RMB$38,890 thousand and had remitted RMB$26,127 (USD$3,874) thousand to Taiwan as of December 31, 2020.
Note 10: The Company is based on the new regulations promulgated by the Ministry of Economic Affairs in the Republic of China in 2008. The calculation method for the mainland area is 60% of the net value or the combined net value, whichever is higher.
299
Attachment 9: Information of Major Shareholder as of December 31, 2020
(Unit:Share)
| (Unit:Share) | |||
|---|---|---|---|
| Shares/Name | Number of shares | Percentage of ownership (%) | |
| Ordinary Stock | Preferred stock | ||
| SHIN LAN ENTERPRISE INC. TAIWAN SECOM CO., LTD. |
79,370,341 77,555,747 |
- - |
6.72% 6.57% |
300
- VI. If the company and its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the annual report shall explain how said difficulties will affect the Company's financial situation: None.
Seven. Review and Analysis of the Financial Position and Performance and Risk Management:
I. Financial position:
Unit: NT$1,000
| Year Item |
2020.12.31 | 2019.12.31 | Difference | Difference |
|---|---|---|---|---|
| Amount | % | |||
| Current assets | 12,533,765 | 14,905,806 | (2,372,041) | (15.91%) |
| Property, plant and equipment |
9,074,291 | 8,919,507 | 154,784 | 1.73% |
| Intangible assets | 3,875,104 | 3,717,413 | 157,691 | 4.24% |
| Other assets | 9,245,750 | 9,502,267 | (256,517) | (2.70%) |
| Total assets | 34,728,910 | 37,044,993 | (2,316,083) | (6.25%) |
| Current liabilities | 6,210,029 | 9,955,912 | (3,745,883) | (37.62%) |
| Total Liabilities | 13,398,534 | 15,569,126 | (2,170,592) | (13,94%) |
| Capital | 11,800,000 | 13,850,003 | (2,050,003) | (14.80%) |
| Capital surplus | 1,178,554 | 1,177,219 | 1,335 | 0.11% |
| Retained earnings | 7,323,281 | 5,352,154 | 1,971,127 | 36.83% |
| Other adjustments to shareholders' equity |
(102,506) | 4,973 | (107,479) | (2,161.25%) |
| Total equity attributable to shareholders of the parent company |
20,199,329 | 20,384,349 | (185,020) | (0.91%) |
| Total non-controlling interest |
1,131,047 | 1,091,518 | 39,529 | 3.62% |
| Total equity | 21,330,376 | 21,475,867 | (145,491) | (0.68%) |
| Analysis of major variance: 1. Current assets and liabilities decreased from the previous year mainly due to the repayment of short-term borrowings. 2. The retained earnings of the period increases over the previous period, mainly due to an increase of US$1.371 billion in net profit for the current period. |
301
II. Financial performance:
Unit: NT$1,000
| Unit: NT$1,00 | ||||
|---|---|---|---|---|
| Year Item |
2020 | 2019 | Different in amount |
Change in % |
| Net revenue Operating cost Gross profit Operating expenses Operating profit Non-operating income and expenses Pre-tax net profit Income tax (expense) benefit Net income for the year Other comprehensive income for the year (Net income after taxes) Total comprehensive income for the year Profits attributable to shareholders of the parent company Total comprehensive income attributable to shareholders of the parent company |
18,877,800 15,744,353 3,133,447 809,890 2,323,557 382,237 2,705,794 (154,987) 2,550,807 (199,406) 2,351,401 2,472,927 2,273,233 |
19,005,069 17,714,598 1,290,471 926,240 364,231 906,593 1,270,824 (84,863) 1,185,961 161,018 1,346,979 1,101,659 1,262,246 |
(127,269) (1,970,245) 1,842,976 (116,350) 1,959,326 (524,356) 1,434,970 (70,124) 1,364,846 (360,424) 1,004,422 1,371,268 1,010,987 |
(0.67%) (11,12%) 142.81% (12.56%) 537.93% (57.84%) 112.92% (82.63%) 115.08% (223.84%) 74.57% 124.47% 80.09% |
| Analysis of percentage increase / decrease: 1. Operating gross profit increased from the previous year mainly because of the increase in unit price of merchandise. 2. The increase in net profit of operating and this period over the previous year was mainly due to the reasons given in 1. 3. The increase in other comprehensive income this period over the previous year was mainlydue to the increase in unrealizedgains of NT$369,300 thousand from valuation. |
- 302 -
III. Cash flow:
(I) Analysis of the changes in cash flow in the most recent year:
| Opening Balance A |
Net cash flow from operating activities for the year B |
Cash outflow (inflow) for the year C |
Amount of cash surplus (shortfall) A+B-C |
Remedy for insufficient cash |
Remedy for insufficient cash |
|---|---|---|---|---|---|
| Investment plan |
Financing plan |
||||
| 3,685,521 | 2,837,737 |
4,037,889 |
2,485,369 |
- |
- |
-
Operating activities: Net cash inflow of NT$2,837,737 thousand was mainly due to the increase in selling price and operating income.
-
Investment activities: Net cash inflow of NT$1,389,661 thousand, mainly due to the recovery of disposal of subsidiary.
-
Financing activities: Net cash outflow of NT$5,430,509 thousand was mainly due to the repayment of long-term and short-term borrowings.
-
(II) Improvement plan for liquidity shortfall and liquidity analysis:
-
1.Improvement plan for liquidity shortfall: Not applicable.
-
Liquidity analysis:
| 2. Liquidityanalysis: | |||
|---|---|---|---|
| Year Item |
2020 |
2019 | Percentage increase / decrease (%) |
| Cash flow ratio | 45.70% | 7.83% | 484% |
| Cash flow adequacy ratio |
(2.19%) |
(9.10%) | 76% |
| Cash flow reinvestment ratio |
10.97% |
2.27% | 430% |
| Analysis of percentage increase / decrease: 1. Cash flow ratio: Mainly due to the increase in net cash flow from operating activities this year. 2.Cash flow adequacy ratio:Mainly due to the increase in net cash flow from operating activities the past five years. 3. Cash flow reinvestment ratio: See 1. |
Analysis of percentage increase / decrease:
-
Cash flow ratio: Mainly due to the increase in net cash flow from operating activities this year.
-
Cash flow adequacy ratio: Mainly due to the increase in net cash flow from operating activities the past five years.
-
Cash flow reinvestment ratio: See 1.
-
(III) Cash flow analysis for the coming year:
| . Cash flow ratio: Mainly due to the increase in net cash flow from operating activities this year. .Cash flow adequacy ratio:Mainly due to the increase in net cash flow from operating activities the past five years. . Cash flow reinvestment ratio: See 1. ash flow analysis for the coming year: |
. Cash flow ratio: Mainly due to the increase in net cash flow from operating activities this year. .Cash flow adequacy ratio:Mainly due to the increase in net cash flow from operating activities the past five years. . Cash flow reinvestment ratio: See 1. ash flow analysis for the coming year: |
. Cash flow ratio: Mainly due to the increase in net cash flow from operating activities this year. .Cash flow adequacy ratio:Mainly due to the increase in net cash flow from operating activities the past five years. . Cash flow reinvestment ratio: See 1. ash flow analysis for the coming year: |
. Cash flow ratio: Mainly due to the increase in net cash flow from operating activities this year. .Cash flow adequacy ratio:Mainly due to the increase in net cash flow from operating activities the past five years. . Cash flow reinvestment ratio: See 1. ash flow analysis for the coming year: |
. Cash flow ratio: Mainly due to the increase in net cash flow from operating activities this year. .Cash flow adequacy ratio:Mainly due to the increase in net cash flow from operating activities the past five years. . Cash flow reinvestment ratio: See 1. ash flow analysis for the coming year: |
. Cash flow ratio: Mainly due to the increase in net cash flow from operating activities this year. .Cash flow adequacy ratio:Mainly due to the increase in net cash flow from operating activities the past five years. . Cash flow reinvestment ratio: See 1. ash flow analysis for the coming year: |
|---|---|---|---|---|---|
| Unit: NT$1,000 | |||||
| Opening Balance A |
Estimated cash flow from operating activities B |
Estimated cash outflow for the year C |
Estimated amount of cash surplus (shortfall) A+B-C |
Remedy for insufficient cash |
|
| Investment plan |
Financing plan |
||||
| 2,485,369 | 3,000,000 | 2,985,369 |
2,500,000 |
- | - |
-
Cash flow analysis for the coming year:
-
(1) Operating activities: Revenue and profits are expected to grow steadily, resulting in net cash inflow for operating activities.
-
(2) Investing activities: Cash outflows are for the implementation of various investment plants in accordance with the Company's policies.
-
(3) Financing activities: Mainly to pay cash dividends.
-
Remedy and flow analysis for the estimated cash shortfalls: None.
-
303 -
IV. Impact of major capital expenditures on financial operations
- (I) Uses of major capital expenditures and sources of funds:
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | ||||||
|---|---|---|---|---|---|---|---|---|
| Program | Actual or planned source of capital |
Actual or planned completi on date |
Total capital required |
Actual or | planned use of capital | |||
| 2017 | 2018 | 2019 | 2020 | 2021 | ||||
| Nangang urban revitalization project |
Cash flow generated from operation |
2026 | Planning | 23,608 | 32,816 | 62,951 | 33,212 | 81,911 |
| Rende plant | Cash flow generated from operation |
2022 | 576,439 | - | - | - | 39,738 | 191,650 |
- (II) Expected impact from profits generated on the financials:
The two sets of mixing machines at Rende plant are expected to be officially operational in June 2022. The monthly sales volume of ready-mix concrete will be 30,000 cubic meters in the future.
-
V. Company's re-investment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year
-
(I) Reinvestment policy and main reasons for profits or losses:
No investment this year exceeded 5% of the paid-in capital.
- (II) Investment plan for the coming year:
None.
VI. Analysis and assessment of risks in the most recent fiscal year and up to publication date of the annual report
- (I) Impact of changes in interest rates and currency exchange and inflation on the Company's profit and loss and the response measures to be taken in the future:
The Company faces interest rate risks which correspond to long-term and short-term liabilities arising from business activities. Depending on the market situation, the Company will consider the overall liquidity and safety to make the best combination of capital to respond to changes in the financial market.
The exchange rate risk is mainly related to the net investment in a foreign operation. A net investment in a foreign operation is considered a strategic investment. We will continue to monitor changes in market exchange rates to respond to the impact of exchange rate fluctuations in a timely manner.
According to the Director-General of Budget, Accounting and Statistics, Executive Yuan, the 2020 consumer price index experienced a 0.23% year-over-year decrease. The inflation risk is low and has no significant impact on the Company's annual profits.
(II) The Company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees and derivatives transactions is the main reason contributing to its profits and losses and the response measures to be taken in the
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future:
Based on the prudent concept and the business philosophy of practicality, we focus on long-term investments related to the industry and have not engaged in high-risk, high-leverage investments. Loans to other parties, endorsements, guarantees and derivatives transactions are all carried in accordance with the Company's “Measures for Handling Acquisition or Disposal of Assets,” “Procedures for Lending Funds to Others” and “Operating Procedures for Loans to Others and Endorsement and Guarantee.” In the future, we will still rigorously abide by the procedures specified by relevant rules at the Company's best interests.
-
(III) Future R&D projects and the projected R&D expenses:
-
Continuing development and optimization of concrete products
High-flow concrete offers performance with good workability, high strength, high density and durability. Its superior characteristics make it a focus for continuing research and development both in the domestic and overseas markets to optimize the overall production technology. In the domestic market, it has been used in private construction projects, civil engineering projects and major public construction projects and other structures, so we will continue to optimize the production technology for high-flow concrete and expand its applicability.
- Technological development of mass concrete
The demand for mass concrete has grown in recent years. The key to the product lies in the temperature control during the production process and the subsequent curing. At present, the Company has achieved preliminary results in temperature control during production, and the production results can meet the project requirements. The Company will continue to conduct R&D of temperature control technology for mass concrete and of mixing proportion of concrete to maintain stable production of products and temperature during their application, and develop a variety of mass concrete products.
- Circular economy and refine raw materials quality inspection capabilities
Due to the rising cost of raw materials for concrete and the impact from energy consumption and circular economy and other sustainability issues, industrial by-products such as blast furnace slag, fly ash and pozzolanic materials have been used to replace part of cement, and technologies of carbon capture and storage for concrete have been developed. Besides improving the durability of concrete, they reduce the carbon emissions from the manufacturing of cement. Incorporating energy conservation and carbon reduction for the circular economy application is a must for the development of contemporary concrete technologies, and they will become the future for concrete materials.
Besides, the internal resources of the Group are consolidated to plan for the certification of raw materials inspection lab, add needed instruments and manpower, improve the inspection effectiveness of raw materials currently in use and strengthen the control capabilities of raw materials, so that customers can receive better concrete products.
- Assist in the development of new building materials
Help the building materials-related departments of the Group develop new products and optimize production process to maintain competitive advantages in the field.
A total of NT$10.5 million is expected to be use as the R&D expenditure of 2021 to continue improving the performance of the Company's concrete products and the applications and technologies of pozzolanic materials. The temperature control technology for mass concrete will be developed to improve the added value of our
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concrete products and leadership. In addition, we will improve the raw materials quality inspection capabilities and help develop new building materials to enhance competitiveness and meet the diverse needs of clients.
- (IV) Effect on the Company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response:
We comply with the national policies and regulations, and pay attention to the information on policy and regulatory changes both at home and abroad to help us grasp the biggest opportunity, further ensuring the financial stability and maintaining the development of sustainability.
- (V) Effect on the Company's financial operations of developments in science and technology as well as industrial change, and measures to be taken in response:
“Goldsun Peace-of-Mind Building Materials Traceability” conducts quality audits of mine sources of sand and gravel with third-party units, including SGS and the Taiwan Construction Research Institute. Incorporating the cloud technology, we have established an advanced transparent and open system which holds back the flows of furnace slag. Buildings upon completion have transparent and open identifications. This approach protects the housing safety of domestic citizens, and has accumulated more than 1,800 project site applications, and it is highly recognized by the market and citizens. In addition, we provided an in-depth report with our “Tour of Peace-of-Mind Construction Projects” in 2017. People can get to understand the culture and business philosophy of construction firms through objective interviews and cultural warmth. This practice drove the sales of projects and improved the corporate image, fulfilling the goals of “Buy a house with traceability and live in a home with peace of mind for a lifetime” with Goldsun Building Materials.
- (VI) Effect on the Company's crisis management from changes in the Company's corporate image, and measures to be taken in response:
We are the largest domestic producer of ready-mix concrete. “Quality” and “Service” are the business philosophy we rigorously adhere to, and they are also the Company's consistent brand image to external stakeholders, which we will not change.
In recent years, we have adopted the traceability management in our vertical integration, a 7-stage chloride ion quality control and inspection processes from our own mine sources all the way to the construction sites of our clients, and introduced the certification of “Goldsun Peace-of-Mind Building Materials Traceability” to increase our efficiency and ensure the best product quality. We have achieved 99% in our customer satisfaction to make customers trust us. We hope that our long-term development will enable the concrete industry to become a respected and sustainable industry.
-
(VII) Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken: Not applicable.
-
(VIII) Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken: In response to the growing market demand in Tainan, the Company expects to establish a plant in Rende in 2022.
-
(IX) Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken: There is no concern about concentration risks for major suppliers and customers.
-
(X) Effect upon and risk to the Company in the event a major quantity of shares belonging to a director or shareholder holding greater than a 10% stake in the Company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken: Not applicable.
-
(XI) Effect upon and risk to the Company associated with any change in governance personnel or top management, and mitigation measures being or to be taken: Not
-
306 -
applicable.
- (XII) Litigation or non-litigation incidents:
Major litigation, non-litigation or administrative incidents that involve the Company and/or any director, the president, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10% and/or any other company or companies controlled by the Company and of which the results may have a significant impact on the Company's shareholders' interests or the securities prices: Not applicable.
-
(XIII) Other important risks, and mitigation measures being or to be taken: None.
-
VII. Other important matters: In order to protect the security of the Company's information system, we have established security monitoring and data backup measures. We also regularly conduct system recovery tests to examine the effectiveness of data backup, expecting that the information system can be restored to normal business operations in the shortest time in the event of force majeure disasters or other forms of damages caused by humans.
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307 -
Eight. Special Matters to be Included
I. Information related to the Company's affiliates.
(I) Consolidated report on subsidiaries
- Organizational chart of subsidiaries (Base date: December 31, 2020)
==> picture [701 x 359] intentionally omitted <==
----- Start of picture text -----
Goldsun Building Materials Co., Ltd. Goldsun Building Materials Co., Ltd. 國產建材實業股份有限公司
Ownership 持股比例 Ownership 持股比例 Ownership 持股比例 Ownership 持股比例 Ownership 持股比例 Ownership 持股比例 Ownership 持股比例 Ownership 持股比例 Ownership 持股比例 持股比例 Ownership Ownership 持股比例 Ownership 持股比例 持股比例 Ownership Ownership 持股比例 Ownership 持股比例 持股比例 Ownership 持股比例 Ownership
100.00 100.00% % 100.00% 100.00 % 100.00% 100.00 % 100.00% 100.00 % 65.00% 65.00 % 58.77% 58.77 % 50.70% 50.70 % 30.6 30.69 9% % 100.00 100.00% % 100.00 100.00% % 100.00% 100.00 % 100.00 100.00% % 100.00 100.00% % 100.00% 100.00 % 100.00 100.00% % 100.00 100.00% % 100.00 100.00% %
Goldsun
Kuoyung Feng Shun
Rei Shin Innovative Goyu Building Goldsun Nihon Huaya Lake Vernicia Goldsun Hong Kong (香港) Jin Shun Yuan Shun (香港) (香港) (香港)
Taipei Port Terminal 台北港埠通商 睿信建設 國雍營造工程 Construction & 國產新盛 國宇建材 國興水泥 Wellpool Co., 惠普 華亞開發 欣睿信資產開發股份有限公 Hsin-Rui-Shin Asset 桐花湖休閒 國產建材實業 ( (Samoa) 薩摩亞 ) Jing Shun Maritime Maritime Gimpo Marine 金保順海業
Company Limited 股份有限公司 股份有限公司 Construction 股份有限公司 Engineering 股份有限公司 Building 股份有限公司 Materials Co., 股份有限公司 Cement Co., 股份有限公司 Ltd. 股份有限公司 Development Development Company 司 股份有限公司 Development Building Materials ( 香港 ) 有限公司 Ease Great Investments Limited Ease Great Investments Limited Maritime (HK) 金順海運 Maritime (HK) 源順海運 (HK) Limited 景順海運 豐順海運 (HK) 股份有限公司 Co., Ltd.
Co., Ltd. Materials Co., Ltd. Ltd. Co., Ltd. Company Co., Ltd. 有限公司 Limited 有限公司 Limited 有限公司 有限公司
Co., Ltd. Limited
Ltd.
持股比例 Ownership Ownership 持股比例 持股比例 Ownership
100.00 100.00% % 100.00% 100.00 % 100.00 100.00% %
( 開曼 )
國浦 (Cayman Islands) ( 開曼 ) (Cayman Islands) Goldsun
Cape Goldsun Great Goldsun International
股份有限公司 Great Smart Limited International
Smart Limited Development Corp.
Development Corp.
持股比例 Ownership Ownership 持股比例 Ownership 持股比例 持股比例 Ownership Ownership 持股比例 持股比例 Ownership
100.00 100.00% % 100.00% 100.00 % 100.00 100.00% % 100.00 100.00% % 100.00 100.00% % 100.00 100.00% %
Goldsun
Goldsun (Suzhou)
國產實業 Goldsun (Suzhou) ( 蘇州 ) Goldsun (Changshu) 國產實業 ( 常熟 ) Goldsun Taicang Port 太倉港國產實業 國產實業 (Wujiang) ( 吳江 ) Kunshan Goldsun 昆山國產實業 國產實業 ( 蘇州 )
Advanced Building
混凝土有限公司 Concrete Co., Ltd. Concrete Co., Ltd. 混凝土有限公司 混凝土有限公司 Concrete Co., Ltd. 混凝土有限公司 Concrete Co., 混凝土有限公司 Concrete Co.,Ltd. 新興建材有限公司
Material Co.,Ltd
Ltd.
----- End of picture text -----
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Basic information of each affiliate: Please see Table 1.
-
Controlling company and affiliate companies presumed to share the same shareholders according to Article 369-3 of the Company Act: Not applicable.
-
If affiliates are related in their business activities, please describe the division of labor:
-
(1) Taipei Port Terminal Company Limited: Engage in the construction and operation of the second bulk cargo storage and logistics center of Taipei Port.
-
(2) Rei Shin Construction Co., Ltd.: Real estate management, leasing, trading and development
-
(3) Kuoyung Construction & Engineering Co., Ltd.: Civil engineering and construction business, mainly bid for the government's public works and some projects in the private sector.
-
(4) Goldsun Innovative Building Materials Co., Ltd.: Wholesale and retail of building materials.
-
(5) Goyu Building Materials Co., Ltd.: Manufacturing and sales of concrete products.
-
(6) Guoxing Cement: Sales of imported cement.
-
(7) Wellpool Co., Ltd. and Cape Goldsun: Manufacturing and sales of calcium silicate board and fiber cement board.
-
(8) Huaya Development: Hotel management and sales of cement and asbestos wave board products
-
(9) Hsin-Rui-Shin Asset Development Company: Real estate leasing, trading and
-
development.
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(10) Lake Vernicia Development Company: Growing of crops, growing of special crops and growing of edible fungi.
-
(11) Goldsun (HK) Building Materials Co., Ltd., (Samoa) Ease Great Investment Limited, (Cayman Islands) Great Smart Limited, (Cayman Islands) Goldsun International Development Corp.: Offshore holding company
-
(12) Jin Shun Maritime Limited (HK), Yuan Shun Maritime Limited (HK), Jing Shun Maritime Limited (HK), Feng Shun Maritime Limited (HK), Gimpo Marine Co., Ltd.: Provide maritime transport.
-
(13) Goldsun (Suzhou) Concrete Co., Ltd., Goldsun (Changshu) Concrete Co., Ltd., Goldsun Taicang Port Concrete Co., Ltd., Goldsun (Wujiang) Concrete Co., Ltd., Kunshan Goldsun Concrete Co.,Ltd., Goldsun (Suzhou) Advanced Building Material Co., Ltd.: Manufacturing and sales of ready-mix concrete and cement products.
-
Information on the directors, supervisors and general manager of each affiliate: Please see Table 2.
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Overview of the business operations of each affiliate: Please see Table 3.
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Table 1
Basic information of each affiliate
| Unit: NT$1,000,unless otherwise specified | Unit: NT$1,000,unless otherwise specified | Unit: NT$1,000,unless otherwise specified | ||
|---|---|---|---|---|
| Company Name | Date of Establishment |
Address | Paid-in capital | Main business activities or products |
| Taipei Port Terminal Company Limited |
2009.08.24 | No. 133, Shanggang Road, Bali District, New Taipei City |
2,500,000 | Harbor Cargoes Forwarding Services |
| Rei Shin Construction Co., Ltd. |
1996.09.16 | 7F, No. 8, Xinhu 1st Road, Neihu District, Taipei City |
800,000 | Real estate management, renting and leasing, commerce and development |
| Kuoyung Construction & Engineering Co., Ltd. |
1976.07.23 | 6F, No. 8, Xinhu 1st Road, Neihu District, Taipei City |
300,000 | Construction of civil engineering and architecturalprojects |
| Goldsun Innovative Building Materials Co., Ltd. |
2015.10.12 | 7F, No. 8, Xinhu 1st Road, Neihu District, Taipei City |
60,000 | Wholesale and retail of building materials |
| Goyu Building Materials Co., Ltd. |
2018.03.21 | No. 50, Zhongshan Road, Minxiong Township, Chiayi County |
400,000 | Manufacturing and sales of concrete products |
| Goldsun Nihon Cement Co., Ltd. |
1991.11.22 | No. 21-1, Dahua 3rd Road, Qianzhen District, Kaohsiung City |
195,000 | Sales of imported cement |
| Wellpool Co., Ltd. | 1981.11.30 | 5F-1, No. 139, Zhengzhou Road, Datong District, TaipeiCity |
360,544 | Manufacturing and sales of calcium silicate board andfibercement board. |
| Cape Goldsun | 2005.07.27 | 5F-1, No. 139, Zhengzhou Road, Datong District, Taipei City |
1,000 | Trading of building materials and fireproof materials |
| Huaya Development Co., Ltd. |
1990.10.16 | 7F, No. 8, Xinhu 1st Road, Neihu District, Taipei City |
512,000 | Recently established, and has not started its operatingactivities. |
| Hsin-Rui-Shin Asset Development Company |
2020.02.18 | 7F, No. 8, Xinhu 1st Road, Neihu District, Taipei City |
1,000,000 | Real estate leasing, trading and development |
| Lake Vernicia Development Company |
2020.10.07 | 7F, No. 8, Xinhu 1st Road, Neihu District, Taipei City |
1,000 | Growing of crops, growing of special crops, and growing of ediblefungi. |
| Goldsun Hong Kong Building Materials Co., Ltd. |
2014.12.01 | Unit 1501, 15th Floor, AT Tower, 180 Electric Road, HongKong |
USD 15,436,611 |
Investment holdings |
| (Samoa) Ease Great InvestmentsLimited |
2004.11.19 | Samoa | USD 89,386,266 |
Investment holdings |
| (Cayman Islands) Great SmartLimited |
2004.11.19 | British Cayman Islands | USD 31,067,669 |
Investment holdings |
| (Cayman Islands) Goldsun International Development Corp. |
2002.09.17 | British Cayman Islands | USD 57,100,000 |
Investment holdings |
| Jin Shun Maritime (HK) Limited |
2012.07.18 | Unit 1501, 15th Floor, AT Tower, 180 Electric Road, HongKong |
USD 10,000,000 |
Maritime transport business |
| Yuan Shun Maritime (HK) Limited |
2013.10.23 | Unit 1501, 15th Floor, AT Tower, 180 Electric Road, HongKong |
USD 15,150,000 |
Maritime transport business |
| Jing Shun Maritime (HK) Limited |
2017.09.22 | Unit 1501, 15th Floor, AT Tower, 180 Electric Road, |
USD 10,000,001 |
Maritime transport business |
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| Company Name | Date of Establishment |
Address | Paid-in capital | Main business activities or products |
|---|---|---|---|---|
| HongKong | ||||
| Feng Shun Maritime (HK) Limited |
2018.04.11 | Unit 1501, 15th Floor, AT Tower, 180 Electric Road, Hong Kong |
USD 6,250,001 |
Maritime transport business |
| Gimpo Marine Co., Ltd. | 2018.12.14 | No. 133, Shanggang Road, Bali District, New Taipei City |
100,000 | Maritime transport business |
| Goldsun (Suzhou) Concrete Co., Ltd. |
2002.12.09 | Luzhi Town, Wuzhong District, Suzhou City, JiangsuProvince |
RMB 96,102,323 |
Manufacturing and sales of ready-mix concrete |
| Goldsun (Changshu) Concrete Co.,Ltd. |
2003.03.25 | Xingangzhen, Changshu City, JiangsuProvince |
RMB 108,709,173 |
Manufacturing and sales of ready-mixconcrete |
| Goldsun Taicang Port Concrete Co., Ltd. |
2003.08.25 | Fuqiao Town, Port Development Zone, Taicang City, JiangsuProvince |
RMB 48,235,789 |
Manufacturing and sales of ready-mix concrete |
| Goldsun (Wujiang) Concrete Co.,Ltd. |
2003.09.10 | Tongli Town, Wujiang City, JiangsuProvince |
RMB 48,245,722 |
Manufacturing and sales of ready-mixconcrete |
| Kunshan Goldsun Concrete Co.,Ltd. |
2003.09.25 | Yushanzhen, Kushan City, Jiangsu Province |
RMB 33,102,936 |
Manufacturing and sales of ready-mix concrete |
| Goldsun (Suzhou) Advanced Building Material Co.,Ltd |
2003.11.20 | Wuzhong Economic Development Zone, Wuzhong City, Jiangsu Province |
RMB 48,245,688 |
Manufacturing and sales of ready-mix concrete |
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Table 2 Information on the directors and president of each affiliate
| Unit: Share, % | Unit: Share, % | |||
|---|---|---|---|---|
| Company Name | Title | Name or Representative | Shareholding | |
| Number of Shares |
Ownership | |||
| Taipei Port Terminal Company Limited |
Chairman | Goldsun Building Materials Co., Ltd. Representative: Chih-Jen Wu |
250,000,000 | 100.00% |
| Director | Goldsun Building Materials Co., Ltd. Representative: Lan-Ying Hsu |
250,000,000 | 100.00% | |
| Director | Goldsun Building Materials Co., Ltd. Representative: Cheng-Feng Liu |
250,000,000 | 100.00% | |
| Supervisor | Goldsun Building Materials Co., Ltd. Representative: Chia-Ying Chen |
250,000,000 | 100.00% | |
| Rei Shin Construction Co., Ltd. |
Chairman | Goldsun Building Materials Co., Ltd. Representative: Chiao Lin |
80,000,000 | 100.00% |
| Director | Goldsun Building Materials Co., Ltd. Representative: Lan-Ying Hsu |
80,000,000 | 100.00% | |
| Director | Goldsun Building Materials Co., Ltd. Representative: Jie-Tang Chang |
80,000,000 | 100.00% | |
| Supervisor | Goldsun Building Materials Co., Ltd. Representative: James Chiu |
80,000,000 | 100.00% | |
| Kuoyung Construction & Engineering Co., Ltd. |
Chairman | Goldsun Building Materials Co., Ltd. Representative: Chiao Lin |
30,000,000 | 100.00% |
| Director | Goldsun Building Materials Co., Ltd. Representative: Lan-Ying Hsu |
30,000,000 | 100.00% | |
| Director | Goldsun Building Materials Co., Ltd. Representative: Lei Lin |
30,000,000 | 100.00% | |
| Supervisor | Goldsun Building Materials Co., Ltd. Representative: James Chiu |
30,000,000 | 100.00% | |
| Goldsun Innovative Building Materials Co., Ltd. |
Chairman | Goldsun Building Materials Co., Ltd. Representative: Li-Ping Hsieh |
6,000,000 | 100.00% |
| Director | Goldsun Building Materials Co., Ltd. Representative: Lan-Ying Hsu |
6,000,000 | 100.00% | |
| Director | Goldsun Building Materials Co., Ltd. Representative: Jie-Tang Chang |
6,000,000 | 100.00% | |
| Supervisor | Goldsun Building Materials Co., Ltd. Representative: James Chiu |
6,000,000 | 100.00% | |
| Goyu Building Materials Co., Ltd. |
Chairman | Goldsun Building Materials Co., Ltd. Representative: Chih-Jen Wu |
26,000,000 | 65.00% |
| Director | Goldsun Building Materials Co., Ltd. Representative: Chih-Chiang Yang |
26,000,000 | 65.00% | |
| Director | Chi-Yu Construction Representative: Jien-Ming Cheng |
14,000,000 | 35.00% | |
| Supervisor | Chia-Ying Chen | - | - |
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| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
| Number of Shares |
Ownership | |||
| Goldsun Nihon Cement Co., Ltd. |
Chairman | Goldsun Building Materials Co., Ltd. Representative: Chiu-Lan Chen |
11,460,000 | 58.77% |
| Vice Chairman |
Taiheiyo Cement Corp. Representative: Yutaka Murakami |
6,825,000 | 35.00% | |
| Director | Taiheiyo Cement Corp. Representative: Naoto Kusaka |
6,825,000 | 35.00% | |
| Director | Taiheiyo Cement Corp. Representative: Yasuhiro Kawaragi |
6,825,000 | 35.00% | |
| Director | Goldsun Building Materials Co., Ltd. Representative: Frank Lin |
11,460,000 | 58.77% | |
| Director | Goldsun Building Materials Co., Ltd. Representative: Vincent Lin |
11,460,000 | 58.77% | |
| Director | Goldsun Building Materials Co., Ltd. Representative: Chih-Hsing Yu |
11,460,000 | 58.77% | |
| Supervisor | Shin Lan Enterprise INC. Representative: Lan-Ying Hsu |
90,000 | 0.46% | |
| Wellpool Co., Ltd. | Chairman | Shih-TsungChang | 828,066 | 2.30% |
| Director | Goldsun Building Materials Co., Ltd. Representative: Lan-YingHsu |
18,280,389 | 50.70% | |
| Director | Goldsun Building Materials Co., Ltd. Representative: Chih-Jen Wu |
18,280,389 | 50.70% | |
| Director | Goldsun Building Materials Co., Ltd. Representative: Te-Hsien Wang |
18,280,389 | 50.70% | |
| Director | Pao-Hsi Sheng | 1,100 | 0.00% | |
| Director | Sung-Chi Chien | 10,100 | 0.03% | |
| Independent Director |
Li-Sheng Chu | - | - | |
| Independent Director |
Chang-Chi Chang | - | - | |
| Independent Director |
Shih-Chung Chen | - | - | |
| Cape Goldsun | Chairman | Wellpool Co., Ltd. Representative: Yong Ni |
100,000 | 100.00% |
| Director | Wellpool Co., Ltd. Representative: Shih-Chung Chang |
100,000 | 100.00% | |
| Director | Wellpool Co., Ltd. Representative: Chao-Chia Kuo |
100,000 | 100.00% | |
| Supervisor | Wellpool Co., Ltd. Representative: Chia-Ming Hsu |
100,000 | 100.00% | |
| Huaya Development Co., Ltd. | Chairman | Goldsun Building Materials Co., Ltd. Representative: Chiao Lin |
15,714,108 | 30.69% |
| Director | Goldsun Building Materials Co., Ltd. Representative: Lan-Ying Hsu |
15,714,108 | 30.69% | |
| Director | Taiwan Secom Co., Ltd. Representative: Frank Lin |
25,512,892 | 49.83% | |
| Supervisor | Shin Lan Enterprise INC. Representative: James Chiu |
9,973,000 | 19.48% |
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| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
| Number of Shares |
Ownership | |||
| Goldsun Hong Kong Building Materials Co., Ltd. |
Director | Jie-Tang Chang | 116,686,664 | 100.00% |
| Hsin-Rui-Shin Asset Development Company |
Chairman | Goldsun Building Materials Co., Ltd. Representative: Chiao Lin |
100,000,000 | 100.00% |
| Director | Goldsun Building Materials Co., Ltd. Representative: Chia-YingChen |
100,000,000 | 100.00% | |
| Director | Goldsun Building Materials Co., Ltd. Representative: Jie-TangChang |
100,000,000 | 100.00% | |
| Supervisor | Goldsun Building Materials Co., Ltd. Representative: James Chiu |
100,000,000 | 100.00% | |
| Lake Vernicia Development Company |
Chairman | Goldsun Building Materials Co., Ltd. Representative: Lan-Ying Hsu |
100,000 | 100.00% |
| Director | Goldsun Building Materials Co., Ltd. Representative: Chiao Lin |
100,000 | 100.00% | |
| Director | Goldsun Building Materials Co., Ltd. Representative: Vincent Lin |
100,000 | 100.00% | |
| Supervisor | Goldsun Building Materials Co., Ltd. Representative: Chia-Ying Chen |
100,000 | 100.00% | |
| (Samoa) Ease Great Investments Ltd. |
Director | Goldsun Building Materials Co., Ltd. Representative: Jie-Tang Chang |
89,386,266 | 100.00% |
| (Cayman Islands) Great Smart Ltd. |
Director | Ease Great Investments Ltd. Representative: Jie-Tang Chang |
31,067,669 | 100.00% |
| (Cayman Islands) Goldsun International Development Corp. |
Director | Ease Great Investments Ltd. Representative: Jie-Tang Chang |
57,100,000 | 100.00% |
| Jin Shun Maritime (HK) Limited |
Director | Hao-Hsiang Hsu | 10,000,000 | 100.00% |
| Yuan Shun Maritime (HK) Limited |
Director | Hao-Hsiang Hsu | 38,900,000 | 100.00% |
| Jing Shun Maritime (HK) Limited |
Director | Hao-Hsiang Hsu | 10,000,001 | 100.00% |
| Feng Shun Maritime (HK) Limited |
Director | Hao-Hsiang Hsu | 6,250,001 | 100.00% |
| Gimpo Marine Co., Ltd. | Chairman | Goldsun Building Materials Co., Ltd. Representative: Hao-Hsiang Hsu |
10,000,000 | 100.00% |
| Director | Goldsun Building Materials Co., Ltd. Representative: Hsun-Chen Lin |
10,000,000 | 100.00% | |
| Director | Goldsun Building Materials Co., Ltd. Representative: Jie-Tang Chang |
10,000,000 | 100.00% | |
| Supervisor | Goldsun Building Materials Co., Ltd. Representative: Chia-Ying Chen |
10,000,000 | 100.00% | |
| Goldsun (Suzhou) Concrete Co., Ltd. |
Chairman | Goldsun International Development Corp. Representative: Chin-Yi Huang |
11,882,000 | 100.00% |
| Director | Goldsun International Development Corp. Representative: Lei Lin |
11,882,000 | 100.00% |
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| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
| Number of Shares |
Ownership | |||
| Director | Goldsun International Development Corp. Representative: Lan-Ying Hsu |
11,882,000 | 100.00% | |
| Supervisor | Goldsun International Development Corp. Representative: Frank Lin |
11,882,000 | 100.00% | |
| Goldsun (Changshu) Concrete Co., Ltd. |
Chairman | Goldsun International Development Corp. Representative: Chin-Yi Huang |
14,200,000 | 100.00% |
| Director | Goldsun International Development Corp. Representative: Lei Lin |
14,200,000 | 100.00% | |
| Director | Goldsun International Development Corp. Representative: Lan-Ying Hsu |
14,200,000 | 100.00% | |
| Supervisor | Goldsun International Development Corp. Representative: Frank Lin |
14,200,000 | 100.00% | |
| Goldsun Taicang Port Concrete Co., Ltd. |
Chairman | Goldsun International Development Corp. Representative: Chin-Yi Huang |
5,960,000 | 100.00% |
| Director | Goldsun International Development Corp. Representative: Lei Lin |
5,960,000 | 100.00% | |
| Director | Goldsun International Development Corp. Representative: Lan-Ying Hsu |
5,960,000 | 100.00% | |
| Supervisor | Goldsun International Development Corp. Representative: Frank Lin |
5,960,000 | 100.00% | |
| Goldsun (Wujiang) Concrete Co., Ltd. |
Chairman | Goldsun International Development Corp. Representative: Chin-Yi Huang |
5,960,000 | 100.00% |
| Director | Goldsun International Development Corp. Representative: Lei Lin |
5,960,000 | 100.00% | |
| Director | Goldsun International Development Corp. Representative: Lan-Ying Hsu |
5,960,000 | 100.00% | |
| Supervisor | Goldsun International Development Corp. Representative: Frank Lin |
5,960,000 | 100.00% | |
| Kunshan Goldsun Concrete Co.,Ltd. |
Chairman | Goldsun International Development Corp. Representative: Chin-Yi Huang |
4,000,000 | 100.00% |
| Director | Goldsun International Development Corp. Representative: Lei Lin |
4,000,000 | 100.00% | |
| Director | Goldsun International Development Corp. Representative: Lan-Ying Hsu |
4,000,000 | 100.00% | |
| Supervisor | Goldsun International Development Corp. Representative: Frank Lin |
4,000,000 | 100.00% | |
| Goldsun (Suzhou) Advanced Building Material Co.,Ltd |
Chairman | Goldsun International Development Corp. Representative: Chin-Yi Huang |
5,960,000 | 100.00% |
| Director | Goldsun International Development Corp. Representative: Lei Lin |
5,960,000 | 100.00% | |
| Director | Goldsun International Development Corp. Representative: Lan-Ying Hsu |
5,960,000 | 100.00% | |
| Supervisor | Goldsun International Development Corp. Representative: Frank Lin |
5,960,000 | 100.00% |
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Table 3
Overview of the business operations of each affiliate
| Unit: NT$1,000, unless otherwise specified | Unit: NT$1,000, unless otherwise specified | Unit: NT$1,000, unless otherwise specified | Unit: NT$1,000, unless otherwise specified | ||||
|---|---|---|---|---|---|---|---|
| Company Name | Paid-in capital |
Total assets | Total Liabilities |
Net value | Operating revenue |
Operating profit |
Profit and loss for the period |
| Taipei Port Terminal Company Limited |
2,500,000 | 4,557,801 | 2,065,535 | 2,492,266 | 494,202 | 12,885 | 116,971 |
| Rei Shin Construction Co., Ltd. |
800,000 | 2,413,086 | 477,735 | 1,935,351 | 33,474 | -11,592 | -15,001 |
| Kuoyung Construction & Engineering Co., Ltd. |
300,000 | 400,548 | 19,816 | 380,732 | 4,811 | -4,631 | 11,226 |
| Goldsun Innovative Building Materials Co.,Ltd. |
60,000 | 12,662 | 80 | 12,582 | - | -171 | -7,139 |
| Goyu Building Materials Co., Ltd. |
400,000 | 456,814 | 88,623 | 368,191 | 47,126 | -11,309 | -13,585 |
| Goldsun Nihon Cement Co., Ltd. |
195,000 | 544,659 | 266,601 | 278,058 | 705,575 | 17,661 | 13,769 |
| Wellpool Co., Ltd. | 360,544 | 1,210,426 | 149,625 | 1,060,801 | 823,858 | 175,864 | 146,314 |
| Cape Goldsun | 1,000 | 1,470 | 1 | 1,469 | - | -5 | 8 |
| Huaya Development Co., Ltd. |
512,000 | 526,287 | 257 | 526,030 | - | -1,463 | 6,975 |
| Hsin-Rui-Shin Asset Development Company |
1,000,000 | 1,299,732 | 174,278 | 1,125,454 | 37,376 | -5,944 | 8,639 |
| Lake Vernicia Development Company |
1,000 | 932 | 66 | 866 | - | -134 | -134 |
| Goldsun Hong Kong Building Materials Co.,Ltd. |
USD 15,436,611 |
USD 15,444,567 |
- | USD 15,444,567 |
- | USD -5,975 |
USD -5,877 |
| (Samoa)Ease Great Investments Limited |
USD 89,386,266 |
USD 154,895,971 |
- | USD 154,895,971 |
- | USD -2,413 |
USD 10,628,436 |
| (Cayman Islands) Great Smart Limited |
USD 31,067,669 |
USD 37,701,157 |
- | USD 37,701,157 |
- | USD -21,288 |
USD 5,966,753 |
| (Cayman Islands)Goldsun International Development Corp. |
USD 57,100,000 |
USD 115,976,793 |
- | USD 115,976,793 |
- | USD -7,325 |
USD 4,768,414 |
| Goldsun (Suzhou) Concrete Co., Ltd. |
RMB 96,102,323 |
RMB 104,778,555 |
RMB 6,972,844 |
RMB 97,805,711 |
RMB 55,000 |
RMB -181,626 |
RMB 814,133 |
| Goldsun (Changshu) Concrete Co.,Ltd. |
RMB 108,709,173 |
RMB 219,304,559 |
RMB 91,187,880 |
RMB 128,116,679 |
RMB 132,940,830 |
RMB 8,751,426 |
RMB 11,351,567 |
| Goldsun Taicang Port Concrete Co., Ltd. |
RMB 48,235,786 |
RMB 51,879,586 |
RMB 193,171 |
RMB 51,686,415 |
- | RMB -72,000 |
RMB 1,288,016 |
| Goldsun (Wujiang) Concrete Co., Ltd. |
RMB 48,245,722 |
RMB 295,199,307 |
RMB 143,988,464 |
RMB 151,210,843 |
RMB 238,473,582 |
RMB 12,665,017 |
RMB 9,804,725 |
| Kunshan Goldsun Concrete Co.,Ltd. |
RMB 33,102,936 |
RMB 139,850,149 |
RMB 57,119,809 |
RMB 82,730,340 |
RMB 86,452,107 |
RMB 1,531,291 |
RMB 1,820,328 |
- 316 -
| Company Name | Paid-in capital |
Total assets | Total Liabilities |
Net value | Operating revenue |
Operating profit |
Profit and loss for the period |
|---|---|---|---|---|---|---|---|
| Goldsun (Suzhou) Advanced Building Material Co.,Ltd |
RMB 48,245,688 |
RMB 363,634,039 |
RMB 207,269,254 |
RMB 156,364,785 |
RMB 282,699,723 |
RMB 12,111,829 |
RMB 9,471,073 |
| Jin Shun Maritime (HK) Limited |
USD 10,000,000 |
USD 4,582,369 |
USD 203,638 |
USD 4,378,731 |
USD 2,265,617 |
USD -546,745 |
USD -523,017 |
| Yuan Shun Maritime (HK) Limited |
USD 15,150,000 |
USD 15,815,008 |
USD 1,205,588 |
USD 14,609,420 |
USD 5,922,074 |
USD 82,513 |
USD 183,288 |
| Jing Shun Maritime (HK) Limited |
USD 10,000,001 |
USD 9,541,913 |
USD 723,769 |
USD 8,818,144 |
USD 1,915,891 |
USD -410,529 |
USD -384,686 |
| Feng Shun Maritime (HK) Limited |
USD 6,250,001 |
USD 7,310,811 |
USD 473,861 |
USD 6,836,950 |
USD 2,961,756 |
USD 390,500 |
USD 479,644 |
| Gimpo Marine Co., Ltd. |
100,000 | 209,955 | 115,304 | 94,651 | 73,851 | 10,685 | 9,873 |
-
317 -
-
(II) Affiliated Enterprise Consolidated Financial Statements Declaration
In 2020 (from January 1, 2020 to December 31, 2020), the companies that should be included in the consolidated financial reports of affiliated companies based on “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” and the companies that should be included in the consolidated financial reports of subsidiaries based on “Consolidated and separate financial statements” of Section 10 of International Financial Reporting Standards were the same. The related information that should be disclosed in the consolidated financial statements of affiliated companies are also already disclosed in the consolidated financial reports for subsidiaries, so that the consolidated financial statements of affiliated companies would not be published separately.
Very truly yours
Company Name: Goldsun Building Materials Co., Ltd.
Chairman Lan-Ying Hsu March 15, 2021
- 318 -
(III) Affiliation report: Not applicable. None.
-
II. Status of private placement of securities during the most recent fiscal year or up to the date of publication of the annual report: Not applicable.
-
III. Holding or disposal of shares in the Company by the Company's subsidiaries during the most recent fiscal year or up to the date of publication of the annual report:
Unit: NT$1,000; shares: %
| Name of Subsidiary |
Paid-in capital | Sources of Capital |
Company's Ownership |
Transaction Date |
Shares Acquired and Amount |
Shares Disposed of and Amount |
Investment Profit and Loss |
Shares Owned and Amount as of Publication Date of Annual Report |
Set Pledge |
Amount of Company's Endorsement/Guarantee for Subsidiaries |
Amount of Company's Loans to Subsidiaries |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Kuoyung Construction & Engineering Co.,Ltd. |
NT$300,000 thousand |
Cash capital increase |
100% | - | - | - | - | 238,323 shares NT$6,375 thousand |
- | - | - |
| Hsin-Rui-Shin Asset Development Company |
NT$1,000,000 thousand |
Split from Rui-Shin |
100% | - | - | - | - | 2,877,785 shares NT$76,981 thousand |
- | - | - |
-
IV. Other matters that require additional description: Not applicable.
-
Nine. If any of the situations listed in Article 36, paragraph 3, sub-paragraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, have occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.
-
319 -
Goldsun Building Materials Co., Ltd.
Chairman Lan-Ying Hsu
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