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GBM — Audit Report / Information 2020
Jul 12, 2021
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Audit Report / Information
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Goldsun Building Materials Co., Ltd.
2021 Shareholders’ Meeting
Meeting Agenda (Translation)
June 10, 2021
Table of Contents
Shareholders' Meeting Rules of Procedures…………………………………………1 Meeting Procedures…………………………………………………………………5 Meeting Agenda……………………………………………………………………..6 Report Items…………………………………………………………………………7 Ratification Topics…………………………………………………………………28
Appendix
I. Articles of Incorporation………………………………………………………30 II. Directors’ Shareholding Position………………………………………………37
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Goldsun Building Materials Co., Ltd. Shareholders Meeting Rules of Procedures
Amended and passed by the general meeting of shareholders on June 17, 2020
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I. The shareholders’ meeting should be handled according to the Rules unless otherwise stated by the law.
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II. The Company shall prepare an attendance book for the attending shareholders to sign, or attending shareholders may hand in a sign-in card.
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The number of shares in attendance is counted based on the attendance ledger or the submitted attendance card, together with the shares with the written or electronic voting rights. Attendance at meetings of shareholders shall be calculated based on number of shares.
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III. Shareholder meetings should be held at the Company’s location or the place convenient for the shareholders and suitable for the meeting occasion. The meeting should not be earlier than 9am or later than 3pm.
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IV. If a meeting of shareholders is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson is also on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
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When a director acting as chair as referred to in the preceding paragraph shall have held that position for six months or more and understand the financial and business conditions of the Company. The same shall apply to a representative of a juristic person director that serves as chair.
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If a meeting of shareholders is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
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V. The chairman shall call the meeting to order at the appointed meeting time,
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however, if the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a postponement, providing that no more than two such postponements, and for a combined total of no more than one hour may be made. If after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, a tentative resolution may be adopted according to Article 175, Paragraph 1 of the Company Act.
Prior to the conclusion of the meeting, if the attending shareholders represent a majority of the total number of issued shares, the chairman may resubmit the tentative resolution for a resolution by the meeting of shareholders according to Article 174 of the Company Act.
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VI. The Company may summon its lawyers, certified public accountants, and any relevant personnel to be present at shareholder meetings. Staff handling administrative affairs of the shareholders’ meeting shall wear identification cards or armbands.
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VII. The company shall make an uninterrupted audio and video recording of the entire meeting of shareholders, and the recorded materials shall be retained for at least one year. However, if a shareholder files a lawsuit according to Article 189 of the Company Act, the recording materials shall be retained until the conclusion of the litigation.
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VIII. If a meeting of shareholders is convened by the board of directors, the meeting agenda shall be made by the board of directors. Related proposals shall be voted. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the meeting of shareholders.
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The regulations of the preceding paragraph may be applied to a meeting of shareholders convened by a party that is not the board of directors.
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Except by a resolution of the meeting, the chairman may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions). If the chairman declares the meeting adjourned in violation of the rules of procedure, a new chairman of the meeting may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending the said meeting to continue the proceedings of the meeting. After the said meeting is
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adjourned, shareholders shall not elect another chairman to hold another meeting at the same or any other place.
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IX. Before speaking, the attending shareholders should first fill out speech notes clearly stating the purpose, account number (or the attendance pass number) or account name and allow the chair to determine the order to give the speech.
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The attending shareholders are considered to offer no statement if they only provide speech notes without giving statements. In the event where the content of the statement is inconsistent with the speech note, the content of the statement should prevail.
When an attending shareholder is making a statement, other shareholders shall not speak unless permitted by the chairman and the speaking shareholder. Violators shall be halted by the chairman.
Each shareholder shall not make more than two statements for the same proposals without the chairman’s agreement, and each statement shall not exceed five minutes. If a shareholder’s statement violates the rules or exceeds the scope of the issue, the chairman shall halt the statement.
If a shareholder’s statement violates the rules or exceeds the scope of the issue, the chairman shall halt the statement.
- X. Where the shareholder is a government agency or corporate entity, more than one proxy may attend the shareholders’ meeting. When a corporate person is entrusted to attend as proxy, it may designate only one person to represent it in the meeting.
If a corporate person shareholder appoints two or more representatives to attend the meeting of shareholders, only one of the representatives may speak on the same proposal.
- XI. After an attending shareholder speaks, the chairman shall personally answer or designate a person to answer.
The chair is to stop the discussion and announce a vote for the motion close to the level to be decided by votes.
- XII. Shareholders may exercise voting rights in writing or using electronic methods for the Company’s shareholder meetings.
Vote monitoring and counting personnel on a proposal shall be appointed by the chairman, providing that all monitoring personnel shall be shareholders of
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the Company.
The results of resolution(s) shall be announced in the meeting, and recorded in the meeting minutes. The passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders, unless otherwise stipulated in the Company Act and in the Articles of Incorporation of the Company.
XIII. For the amendment or substitute of the same motion, the chair is to combine it with the original motion to determine the vote order. If one of the proposals has been passed, the other proposals are denied, and no more voting will be conducted.
XIV. The chair is to direct proctors (or security guards) to help maintain order of the meeting. The proctors (or security personnel) who help maintain order at the meeting place shall wear an armband bearing the word "Proctor."
XV. During the meeting, the chair shall announce recess at set times.
XVI. The above Rules shall take effect once approved during a shareholder meeting.
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Goldsun Building Materials Co., Ltd. Procedures for 2021 Shareholders General Meeting
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I. Call the meeting to order
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II. Chairperson’s speech
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III. Report items
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IV. Ratification topics
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V. Motions
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VI. Meeting adjournment
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Goldsun Building Materials Co., Ltd. Meeting Agenda for the 2021 Annual General Meeting
Time: 09:00 am, June 10, 2021 (Thursday)
Location: No. 68, Neighborhood 6, Gong-Guan Village, Zhunan Township, Miaoli County (Zhunan plant)
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I. Chairperson’s speech:
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II. Report Items:
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(I) 2020 business report and financial report.
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(II) Audit committee’s review of the 2020 year-end report.
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(III)Report on the short-form merger between the Company and the subsidiary Jinyang Investment.
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(IV) 2020 distribution of employees’ bonuses and directors’ remuneration.
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III. Ratification topics
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(I)Ratification of the 2020 business report and financial statements.
(II)Ratification of the 2020 annual profit distribution.
IV. Motions
V. Adjournment
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[Matters to be reported]
- I. The Company’s 2020 business report and financial report
2020 Business Report
The 2020 revenue was NT$18,877,800,000, a decrease of NT$127,269,000 from NT$19,005,069,000 of 2019. The 2020 income after tax was NT$2,550,807,000, increased by NT$1,364,846,000 from NT$1,185,961,000 of 2019. The EPS was NT$1.9. The revenue of principle products is as follows:
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(1) Ready-mixed concrete
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The 2020 sales volume and amount were 7,906,804m[3] and NT$17,445,785,000. Compared with 2019, the sales volume reduced by 1.49%, or 119,209m[3] , the amount increased by 10.4%, or NT$1,643,547,000.
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(2) Boards:
The 2020 sales volume and amount were 3,810,089 PU and NT$823,858,000, respectively. Both reduced by 8.63% at 359,808PU and by 12.35% at NT$116,134,000 from 2019.
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(3) Other operating revenue (including construction, loading and unloading and others)
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The other operating revenue for 2020 was NT$463,535,000, a decrease of NT$97,826,000 from 2019.
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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.
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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:
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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.
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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.
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Performing cutoff testing through periods before and after the balance sheet date by reviewing related documentation of selected samples.
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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 misstatement, whether due to fraud or error.
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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:
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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 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.
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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.
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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.
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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)
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As of
December 31, 2020 December 31, 2019
Assets Notes Amount % Amount %
Current assets
Cash and cash equivalents 4 and 6 $2,485,369 7 $3,685,521 10
Financial assets at fair value through profit or loss, current 4 and 6 994 - 949 -
Financial assets at fair value through other comprehensive income, current 4,6 and 8 762,048 2 723,269 2
Financial assets at amortized cost, current 4,6 and 8 145,063 - 108,030 -
Notes receivable, net 4,5,6 and 7 1,664,346 5 1,409,124 4
Accounts receivable, net 4,5 and 6 5,793,284 18 6,393,089 17
Accounts receivable-related parties, net 4,5,6 and 7 7,094 - 3,976 -
Other receivables 6 408,544 1 1,337,695 3
Other receivables-related parties 7 11,852 - 13,453 -
Current tax assets 4 and 6 - - 680 -
Inventories, net 4,6 and 8 752,976 2 560,337 2
Prepayments 7 500,440 1 665,388 2
Other current assets 1,755 - 4,295 -
Total current assets 12,533,765 36 14,905,806 40
Non-current assets
Financial assets at fair value through other comprehensive income, non-current 4,5,6 and 8 1,199,607 3 1,507,834 4
Financial assets at amortized cost, non-current 4,6 and 8 22,478 - 93,082 -
Investments accounted for under the equity method 4,5 and 6 741,639 2 873,871 2
Property, plant and equipment 4, 6, 7 and 8 9,074,291 26 8,919,507 24
Right-of-use assets 4,5 and 6 792,837 2 905,063 2
Investment property, net 4,5,6 and 8 3,976,371 13 4,274,644 13
Intangible assets 4,6 and 8 3,875,104 11 3,717,413 11
Deferred tax assets 4,5 and 6 789,780 2 489,393 1
Prepayment for equipment 68,678 - 32,715 -
Refundable deposits 8 47,726 - 75,387 -
Long-term receivable 4,5 and 6 1,604,142 5 1,247,705 3
Other assets, non-current 2,492 - 2,573 -
Total non-current assets 22,195,145 64 22,139,187 60
Total assets $34,728,910 100 $37,044,993 100
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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 BALANCE SHEETS December 31, 2020 and December 31, 2019 (Expressed in Thousands of New Taiwan Dollars)
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As of
December 31, 2020 December 31, 2019
Liabilities and Equity Notes Amount % Amount %
Current liabilities
Short-term loans 4,6 and 8 $1,300,000 4 $2,930,000 9
Short-term notes and bills payable 6 and 8 - - 2,958,328 8
Notes payable 703,846 2 350,159 1
Notes payable - related parties 7 235 - 135 -
Accounts payable 2,245,339 7 2,120,618 6
Accounts payable - related parties 7 58,265 - 65,512 -
Other payables 6 938,854 3 852,840 2
Other payables - related parties 7 442 - 60 -
Current tax liabilities 4 and 5 385,334 1 91,404 -
Lease liabilities, current 4,6 and 7 94,248 - 82,645 -
Other current liabilities 140,751 - 132,699 -
Advanced receipts 6 42,715 - 33,512 -
Current portion of long-term loans 4,6 and 8 300,000 1 338,000 1
Total current liabilities 6,210,029 18 9,955,912 27
Non-current liabilities
Long-term loans 4,6 and 8 3,919,241 11 3,949,836 10
Provisions, non-current 4 and 6 11,497 - 9,397 -
Deferred tax liabilities 4,5 and 6 638,981 2 636,007 2
Lease liabilities, non-current 4,6 and 7 644,370 2 748,960 2
Net defined benefit liabilities, non-current 4,5 and 6 171,759 - 217,346 1
Long-term notes and bills payable 4,6 and 8 1,748,296 6 - -
Guarantee deposits 7 54,361 - 51,668 -
Total non-current liabilities 7,188,505 21 5,613,214 15
Total liabilities 13,398,534 39 15,569,126 42
Equity attributable to the parent 4 and 6
Capital
Common stock 11,800,000 34 13,850,003 38
Additional paid-in capital 1,178,554 3 1,177,219 3
Retained earnings
Legal reserve 1,706,814 5 1,596,648 4
Special reserve 1,874,430 5 1,874,430 5
Unappropriated earnings 3,742,037 11 1,881,076 5
Other components of equity (97,717) - 15,012 -
Treasury stock (4,789) - (10,039) -
Total equity attributable to the parent company 20,199,329 58 20,384,349 55
Non-controlling interests 6 1,131,047 3 1,091,518 3
Total equity 21,330,376 61 21,475,867 58
Total liabilities and equity $34,728,910 100 $37,044,993 100
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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 COMPREHENSIVE INCOME
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
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2020 2019
Item Notes Amount % Amount %
Operating revenue 4,5,6 and 7 $18,877,800 100 $19,005,069 100
Operating costs 6 and 7 (15,744,353) (83) (17,714,598) (93)
Gross profit 3,133,447 17 1,290,471 7
Operating expenses 4,5,6 and 7
Sales and marketing expenses (149,435) (1) (194,248) (1)
General and administrative expenses (603,410) (4) (673,103) (4)
Research and development expenses (9,009) - (9,822) -
Expected credit losses (48,036) - (49,067) -
Subtotal (809,890) (5) (926,240) (5)
Operating income 2,323,557 12 364,231 2
Non-operating income and loss 4,6 and 7
Interest income 31,147 - 24,468 -
Other income 294,638 2 155,946 1
Other gains and losses 34,239 - 724,527 4
Finance costs (98,954) - (127,985) (1)
Share of profit or loss of associates and joint ventures 121,167 1 129,637 1
Subtotal 382,237 3 906,593 5
Income before income tax 2,705,794 15 1,270,824 7
Income tax (expense) benefit 4,5 and 6 (154,987) (1) (84,863) (1)
Net income 2,550,807 14 1,185,961 6
Other comprehensive income 4 and 6
Items that will not be reclassified subsequently to profit or loss
Remeasurements of defined benefit plans 2,483 - (1,764) -
Unrealized gains on fair value through other comprehensive income equity (146,497) (1) 222,803 1
instrument investment
Income tax related to items that will not be reclassified (497) 353 -
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations (54,895) - (60,000) -
Share of other comprehensive (loss) income of associates and joint ventures- - - (374) -
may be reclassified subsequently to profit or loss
Total other comprehensive (loss) income, net of tax (199,406) (1) 161,018 1
Total comprehensive income $2,351,401 13 $1,346,979 7
Net income attributable to:
Shareholders of the parent $2,472,927 $1,101,659
Non-controlling interests 77,880 84,302
$2,550,807 $1,185,961
Comprehensive income attributable to:
Shareholders of the parent $2,273,233 $1,262,246
Non-controlling interests 78,168 84,733
$2,351,401 $1,346,979
Earnings per share (NT$) 6
Basic earnings per share $1.90 $0.80
Diluted earnings per share $1.90 $0.80
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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)
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Equity Attributable to the Parent Company
Retained Earnings Other Components of Equity
Unrealized Gain
or Loss on
Exchange Financial
Differences on Assets at fair value
Translation of through other
Additional Paid-in Legal Special Unappropriated Foreign comprehensive Non-Controlling
Description Common Stock Capital Reserve Reserve Earnings Operations income Treasury Stock Total Interests Total Equity
Balance as of January 1, 2019 $13,850,003 $1,177,912 $1,545,164 $1,874,430 $1,183,489 $(436,859) $298,195 $(10,039) $19,482,295 $1,097,997 $20,580,292
Appropriations and distributions of 2018 unappropriated earnings
Legal reserve - - 51,484 - (51,484) - - - - - -
Cash dividends - - - - (346,250) - - - (346,250) - (346,250)
Other changes in capital reserve
Donated surplus - 11 - - - - - - 11 - 11
Net income in 2019 - - - - 1,101,659 - - - 1,101,659 84,302 1,185,961
Other comprehensive (loss) income, net of tax in 2019 - - - - (1,842) (60,374) 222,803 - 160,587 431 161,018
Total comprehensive income - - - - 1,099,817 (60,374) 222,803 - 1,262,246 84,733 1,346,979
Parent company's cash dividends received by subsidiaries - 910 - - - - - - 910 - 910
The differences between the fair value of the consideration paid or received - (1,614) - - (13,249) - - - (14,863) (13,619) (28,482)
from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries
Decrease in non-controlling interests - - - - - - - - (77,593) (77,593)
Disposal of equity instruments measured at fair value through other comprehensive income - - - - 8,753 - (8,753) - - -
Balance as of December 31, 2019 $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
Balance as of January 1, 2020 $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
Appropriations and distributions of 2019 unappropriated earnings
Legal reserve - - 110,166 - (110,166) - - - - - -
Cash dividends - - - - (413,643) - - - (413,643) - (413,643)
Other changes in capital reserve
Donated surplus - 179 - - - - - - 179 - 179
Net income in 2020 - - - - 2,472,927 - - - 2,472,927 77,880 2,550,807
Other comprehensive (loss) income, net of tax in 2020 - - - - 1,698 (54,895) (146,497) - (199,694) 288 (199,406)
Total comprehensive income - - - - 2,474,625 (54,895) (146,497) - 2,273,233 78,168 2,351,401
Capital reduction by cash (1,988,093) - - - - - - 5,250 (1,982,843) - (1,982,843)
Treasury stock acquired - - - - - - - (61,841) (61,841) - (61,841)
Treasury stock cancelled (61,910) 69 - - - - - 61,841 - - -
Parent company's cash dividends received by subsidiaries - 1,092 - - - - - - 1,092 - 1,092
The differences between the fair value of the consideration paid or received - (5) (1,192) - (1,197) (1,702) (2,899)
from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries
Decrease in non-controlling interests - - - - - - - - - (36,937) (36,937)
Disposal of equity instruments measured at fair value through other comprehensive income - - - - (88,663) - 88,663 - - - -
Balance as of December 31, 2020 $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
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The accompanying notes are an integral part of the consolidated financial statements.
15
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)
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Description 2020 2019
Cash flows from operating activities:
Profit before tax from continuing operations $2,705,794 $1,270,824
Net income before tax 2,705,794 1,270,824
Adjustments to reconcile net income before tax to net cash provided by operating activities:
Depreciation 494,367 591,392
Amortization 102,611 107,809
Syndicated loan amortization 405 405
Expected credit losses 48,036 49,067
Interest expense 98,954 127,985
Interest revenue (31,147) (24,468)
Dividend income (91,863) (88,581)
Gain on disposal of associate (23,085) (31,294)
Gain on disposal of subsidiary - (478,145)
Share of gain of associates and joint ventures (121,167) (129,637)
Gain on disposal of property, plant and equipment (3,983) (17,249)
Gain on disposal of investment property 12,333 (297,874)
Gain on disposal of financial assets at fair value through profit or loss (30) (177)
(Gain) loss on lease modification (1,944) 38
Changes in operating assets and liabilities:
Notes receivable, net (255,743) 233,868
Accounts receivable, net 623,383 (880,899)
Accounts receivable-related parties, net (3,118) 5,370
Other receivables (517,510) 1,018,251
Other receivables-related parties 1,601 14,640
Inventories, net (192,639) 2,286
Prepayments 180,909 249,721
Other current assets 2,540 (3,664)
Long-term receivable (427,530) (103,930)
Notes payable 353,552 (1,664)
Notes payable - related parties 235 (150)
Accounts payable 124,721 (288,885)
Accounts payable - related parties (7,247) (58,355)
Other payables 36,644 (156,003)
Other payables - related parties 382 (1,625)
Other current liabilities 8,052 42,826
Advanced receipts 9,203 (143,748)
Lease liabilities, non-current - 300
Net defined liabilities, non-current (43,601) (24,322)
Cash inflow generated from operations 3,083,115 984,112
Interest received 31,145 24,455
Interest paid (91,346) (120,594)
Income tax paid (185,177) (108,734)
Net cash provided by operating activities 2,837,737 779,239
Cash flows from investing activities:
Proceeds from disposal of financial assets at fair value through profit or loss - 49,868
Proceeds from disposal of financial assets at fair value through other comprehensive income 214,428 122,629
Acquisition of financial assets at fair value through other comprehensive income (122,315) (30,920)
Capital deducted by cash of financial assets at fair value through other comprehensive income 7,722 2,378
(Increase) decrease in financial assets at amortized cost, current (37,033) 196,980
Decrease (increase) in financial assets at amortized cost, non-current 70,604 (77,282)
Disposal of investments accounted for under the equity method 125,607 280,684
Acquisition of investments accounted for under the equity method (11,617) -
Proceeds from disposal of subsidiaries 1,293,137 -
Proceeds from disposal of property, plant and equipment 9,214 19,821
Acquisition of property, plant and equipment (467,216) (440,654)
Disposal of investment property - 617,688
Acquisition of investment property (8,720) (776)
Disposal of intangible assets 1,927 -
Acquisition of intangible assets (13,192) (54,361)
Disposal of subsidiary - (152,140)
Increase in prepayment for equipment (114,626) (25,302)
Decrease (Increase) in refundable deposits 27,661 (20,625)
Decrease in other non-current assets 81 347
Dividends received 413,999 88,581
Net cash provided by investing activities 1,389,661 576,916
Cash flows from financing activities:
Decrease in bonds payable - (1,000,000)
Decrease in short-term loans (1,630,000) (235,000)
(Decrease) increase in short-term notes and bills payable (2,958,328) 1,230,503
Increase in long-term loans 5,600,000 6,630,000
Decrease in long-term loans (5,669,000) (6,068,000)
Increase in long-term notes and bills payable 1,748,296 -
Increase (decrease) in guarantee deposits 2,693 (16,094)
Cash payments for the principal portion of the lease liability (106,519) (160,485)
Capital reduction by cash (1,982,843) -
Treasury stock acquired (61,841) -
Cash dividends paid (413,643) (346,250)
Donated surplus 378 51
Changes in non-controlling interests 40,298 (13,619)
Net cash (used in) provided by financing activities (5,430,509) 21,106
Effect of exchange rate changes on cash and cash equivalents 2,959 (26,625)
Net (decrease) increase in cash and cash equivalents (1,200,152) 1,350,636
Cash and cash equivalents at beginning of year 3,685,521 2,334,885
Cash and cash equivalents at end of year $2,485,369 $3,685,521
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The accompanying notes are an integral part of the consolidated financial statements. 16
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 considered this a key audit matter.
17
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.
18
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.
19
- 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.
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
Notice to Readers
The accompanying financial statements are intended only to present the 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 financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying parent company only 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.
20
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)
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As of
December 31, 2020 December 31, 2019
Assets Notes Amount % Amount %
Current assets
Cash and cash equivalents 4 and 6 $477,485 2 $1,187,454 4
Financial assets at fair value through other comprehensive income, current 4,5,6 and 8 725,760 3 689,216 3
Financial assets at amortized cost, current 4,6 and 8 103,663 - 106,630 -
Notes receivable, net 4,5 and 6 1,045,496 4 899,115 3
Accounts receivable, net 4,5 and 6 4,247,656 14 4,230,172 13
Accounts receivable - related parties, net 4,5,6 and 7 22,587 - 17,575 -
Other receivables 18,745 - 37,773 -
Other receivables - related parties 7 21,535 - 34,376 -
Inventories, net 4,5,6 and 8 622,164 2 404,808 1
Prepayments 7 322,847 1 443,731 1
Total current assets 7,607,938 26 8,050,850 25
Non-current assets
Financial assets at fair value through other comprehensive income, non-current 4,5,6 and 8 583,314 2 869,625 3
Investments accounted for under the equity method 4,5,6 and 8 12,561,673 43 15,093,310 47
Property, plant and equipment 4,6,7 and 8 4,402,375 15 4,191,993 13
Right-of-use assets 4,6 and 7 576,779 2 628,107 2
Investment property, net 4,5,6 and 8 2,871,794 9 2,903,814 9
Intangible assets 4 and 6 14,072 - 15,374 -
Deferred tax assets 4,5 and 6 737,903 3 438,048 1
Prepayment for equipment 40,483 - 1,397 -
Refundable deposits 7 27,892 - 53,349 -
Long-term receivable 4,5 and 6 21,377 - 45,659 -
Total non-current assets 21,837,662 74 24,240,676 75
Total assets $29,445,600 100 $32,291,526 100
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The accompanying notes are an integral part of the parent company only financial statements.
21
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)
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As of
December 31, 2020 December 31, 2019
Liabilities and Equity Notes Amount % Amount %
Current liabilities
Short-term loans 4,6 and 8 $1,300,000 5 $2,910,000 9
Short-term notes and bills payable 6 and 8 - - 2,608,730 8
Accounts payable 1,229,766 4 1,272,567 4
Accounts payable - related parties 7 223,350 1 163,436 -
Other payables 647,972 2 580,660 2
Other payables - related parties 7 380,000 2 890,000 3
Current tax liabilities 4,5 and 6 329,070 1 19,170 -
Lease liabilities, current 4,6 and 7 122,685 - 97,310 -
Other current liabilities 111,624 - 123,055 -
Advanced receipts 18,081 - 7,557 -
Current portion of long-term loans 4,6 and 8 300,000 1 200,000 1
Total current liabilities 4,662,548 16 8,872,485 27
Non-current liabilities
Long-term loans 4,6 and 8 2,200,000 7 2,300,000 7
Provisions, non-current 4 and 6 6,900 - 4,800 -
Deferred tax liabilities 4,5 and 6 3,489 - 738 -
Lease liabilities, non-current 4,6 and 7 435,508 1 496,045 2
Long-term notes and bills payable 6 and 8 1,748,296 6 - -
Net defined benefit liabilities, non-current 4,5 and 6 161,373 1 206,029 1
Guarantee deposits 7 28,157 - 27,080 -
Total non-current liabilities 4,583,723 15 3,034,692 10
Total liabilities 9,246,271 31 11,907,177 37
Equity attributable to the parent
Common stock 4 and 6 11,800,000 40 13,850,003 43
Additional paid-in capital 6 1,178,554 4 1,177,219 4
Retained earnings 6
Legal reserve 1,706,814 6 1,596,648 5
Special reserve 1,874,430 6 1,874,430 5
Unappropriated earnings 3,742,037 13 1,881,076 6
Total Retained earnings 7,323,281 25 5,352,154 16
Other components of equity 6 (97,717) - 15,012 -
Treasury stock 6 (4,789) - (10,039) -
Total equity 20,199,329 69 20,384,349 63
Total liabilities and equity $29,445,600 100 $32,291,526 100
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The accompanying notes are an integral part of the parent company only financial statements.
22
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)
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2020 2019
Item Notes Amount % Amount %
Operating revenue 4,5,6 and 7 $14,494,761 100 $12,728,434 100
Operating costs 6 and 7 (11,979,077) (83) (11,707,715) (92)
Gross profit 2,515,684 17 1,020,719 8
Operating expenses 4,5,6 and 7
Sales and marketing expenses (105,653) (1) (138,045) (1)
General and administrative expenses (351,434) (2) (374,442) (3)
Research and development expenses (8,930) - (9,822) -
Expected credit losses (46,800) - (49,129) -
Subtotal (512,817) (3) (571,438) (4)
Operating income 2,002,867 14 449,281 4
Non-operating income and loss 4 and 6
Interest income 7,196 - 11,906 -
Other income 116,526 1 97,970 1
Other gains and losses (48,790) - 269,644 2
Finance costs 7 (72,055) - (103,725) (1)
Share of profit or loss of associates and joint ventures 500,459 3 397,638 3
Subtotal 503,336 4 673,433 5
Income before income tax 2,506,203 17 1,122,714 9
Income tax expense 4,5 and 6 (33,276) - (21,055) -
Net income 2,472,927 17 1,101,659 9
Other comprehensive income 4 and 6
Items that will not be reclassified subsequently to profit or loss
Remeasurements of defined benefit plans 1,752 - (2,854) -
Unrealized gains on fair value through other comprehensive income equity (146,497) (1) 222,803 2
instrument investment
Share of other comprehensive (loss) income of subsidiaries and associates- 296 - 441 -
may not be reclassified subsequently to profit or loss
Income tax related to items that will not be reclassified (350) - 571 -
Items that may be reclassified subsequently to profit or loss
Share of other comprehensive (loss) income of subsidiaries and associates- (54,895) - (60,374) (1)
may be reclassified subsequently to profit or loss
Total other comprehensive (loss) income, net of tax (199,694) (1) 160,587 1
Total comprehensive income $2,273,233 16 $1,262,246 10
Earnings per share (NT$) 6
Basic earnings per share $1.90 $0.80
Diluted earnings per share $1.90 $0.80
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The accompanying notes are an integral part of the parent company only financial statements.
23
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)
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Retained Earnings Other Components of Equity
Unrealized Gain
or Loss on
Exchange Financial
Differences on Assets at fair value
Translation of through other
Additional Paid-in Unappropriated Foreign comprehensive
Common Stock Capital Legal Reserve Special Reserve Earnings Operations income Treasury Stock Total Equity
Balance as of January 1, 2019 $13,850,003 $1,177,912 $1,545,164 $1,874,430 $1,183,489 $(436,859) $298,195 $(10,039) $19,482,295
Appropriations and distributions of 2018 unappropriated earnings
Legal reserve - - 51,484 - (51,484) - - - -
Cash dividends - - - - (346,250) - - - (346,250)
Other changes in capital reserve
Donated surplus - 11 - - - - - - 11
Net income in 2019 - - - - 1,101,659 - - - 1,101,659
Other comprehensive (loss) income, net of tax in 2019 - - - - (1,842) (60,374) 222,803 - 160,587
Total comprehensive income - - - - 1,099,817 (60,374) 222,803 - 1,262,246
Parent company's cash dividends received by subsidiaries - 910 - - - - - - 910
The differences between the fair value of the consideration paid or received - (1,614) - - (13,249) - - - (14,863)
from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries
Disposal of equity instruments measured at fair value through other comprehensive income - - - - 8,753 - (8,753) - -
Balance as of December 31, 2019 $13,850,003 $1,177,219 $1,596,648 $1,874,430 $1,881,076 $(497,233) $512,245 $(10,039) $20,384,349
Balance as of January 1, 2020 $13,850,003 $1,177,219 $1,596,648 $1,874,430 $1,881,076 $(497,233) $512,245 $(10,039) $20,384,349
Appropriations and distributions of 2019 unappropriated earnings
Legal reserve - - 110,166 - (110,166) - - - -
Cash dividends - - - - (413,643) - - - (413,643)
Other changes in capital reserve
Donated surplus - 179 - - - - - - 179
Net income in 2020 - - - - 2,472,927 - - - 2,472,927
Other comprehensive (loss) income, net of tax in 2020 - - - - 1,698 (54,895) (146,497) - (199,694)
Total comprehensive income - - - - 2,474,625 (54,895) (146,497) - 2,273,233
Capital reduction by cash (1,988,093) - - - - - - 5,250 (1,982,843)
Treasury stock acquired - - - - - - - (61,841) (61,841)
Treasury stock cancelled (61,910) 69 - - - - - 61,841 -
Parent company's cash dividends received by subsidiaries - 1,092 - - - - - - 1,092
The differences between the fair value of the consideration paid or received - (5) - - (1,192) - - - (1,197)
from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries
Disposal of equity instruments measured at fair value through other comprehensive income - - - - (88,663) - 88,663 - -
Balance as of December 31, 2020 $11,800,000 $1,178,554 $1,706,814 $1,874,430 $3,742,037 $(552,128) $454,411 $(4,789) $20,199,329
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The accompanying notes are an integral part of the parent company only financial statements.
24
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)
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Description 2020 2019
Cash flows from operating activities:
Profit before tax from continuing operations $2,506,203 $1,122,714
Net income before tax 2,506,203 1,122,714
Adjustments to reconcile net income before tax to net cash provided by operating activities:
Depreciation 309,366 290,723
Amortization 6,703 6,725
Expected credit losses 46,800 49,129
Interest expense 72,055 103,725
Interest revenue (7,196) (11,906)
Dividend income (81,863) (77,415)
Share of gain of subsidiaries and associates (500,459) (397,639)
Gain on disposal of property, plant and equipment (2,909) (17,832)
Loss (gain) on disposal of investment property 12,333 (297,874)
(Gain) loss on lease modification (2,132) 38
Changes in operating assets and liabilities:
Notes receivable, net (146,785) (1,473)
Accounts receivable, net 3,536 (667,034)
Accounts receivable - related parties, net (5,012) 8,956
Other receivables 19,028 (35,366)
Other receivables - related parties 12,841 (6,442)
Inventories, net (217,356) (9,728)
Prepayments 134,455 (71,770)
Long-term receivable (43,134) (93,688)
Notes payable - (1,089)
Accounts payable (42,801) (252,255)
Accounts payable - related parties 59,914 (27,731)
Other payables 68,598 49,390
Other current liabilities (15,742) 29,085
Advanced receipts 10,524 (189,647)
Net defined liabilities, non-current (43,254) (24,043)
Cash inflow (outflow) generated from operations 2,153,713 (522,447)
Interest received 7,196 11,906
Interest paid (73,341) (105,468)
Income tax paid (16,169) -
Net cash provided by (used in) operating activities 2,071,399 (616,009)
Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income (109,609) (30,920)
Proceeds from disposal of financial assets at fair value through other comprehensive income 214,080 122,630
Capital deducted by cash of financial assets at fair value through other comprehensive income 7,722 2,378
Decrease in financial assets at amortized cost 2,967 138,980
Acquisition of subsidiaries (net of cash acquired) 18,327 -
Acquisition of investments accounted for under the equity method (81,899) (28,128)
Cash returns from capital reduction of subsidiaries 2,885,172 239,278
Proceeds from disposal of property, plant and equipment 7,651 19,206
Acquisition of property, plant and equipment (284,082) (181,090)
Proceeds from disposal of investment property - 617,688
Acquisition of investment property (5,849) (195)
Acquisition of intangible assets (5,276) (8,331)
(Increase) decrease in prepayment for equipment (126,704) 6,318
(Increase) decrease in refundable deposits 25,457 (34,376)
Dividends received 234,192 339,383
Net cash provided by investing activities 2,782,149 1,202,821
Cash flows from financing activities:
(Decrease) increase in short-term loans (1,610,000) 210,000
(Decrease) increase in short-term notes and bills payable (2,608,730) 880,905
Decrease in other payables - related parties (510,000) (485,000)
Decrease in bonds payable - (1,000,000)
Increase in long-term loans 5,600,000 5,400,000
Decrease in long-term loans (5,600,000) (4,500,000)
Increase in long-term notes and bills payable 1,748,296 -
Increase (decrease) in guarantee deposits 1,077 (4,928)
Cash payments for the principal portion of the lease liability (120,552) (130,941)
Capital reduction by cash (1,988,093) -
Treasury stock acquired (61,841) -
Donated surplus (31) (31)
Cash dividends paid (413,643) (346,250)
Net cash (used in) provided by financing activities (5,563,517) 23,755
Net (decrease) increase in cash and cash equivalents (709,969) 610,567
Cash and cash equivalents at beginning of year 1,187,454 576,887
Cash and cash equivalents at end of year $477,485 $1,187,454
----- End of picture text -----
The accompanying notes are an integral part of the parent company only financial statements.
25
II. Audit committee’s review of the 2020 year-end 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 the qualified opinions have 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.
Sincerely,
The 2021 Annual General Meeting
Goldsun Building Materials Co., Ltd.
Convener of the Audit Committee: TSENG, WEN-CHE
March 15, 2021
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-
III. Report on the short-form merger between the Company and the subsidiary Jinyang Investment.
-
Description: (I) In order to consolidate the Group’s resources to improve operational performance and competitiveness, the Company undergoes a short-form merger with its subsidiary Jinyang Investment (referred to as Jinyang) in accordance with Article 19 of the Business Mergers and Acquisitions Act. After the merger, the Company is the surviving entity, and Jinyang is the merging entity. The Company has not issued new shares or pay cash as the merger consideration.
- (II) The effective date of the merger was May 31, 2020.
-
IV. 2020 distribution of employees’ bonuses and directors’ remuneration. According to the board resolution dated March 15, 2021, NT$79,985,212 will be distributed as employees’ bonuses, and NT$79,985,212 will be distributed as directors’ remuneration, all of which will be paid in cash.
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[Ratification Topics]
-
I. Issue: Ratification of the 2020 business report and financial statements. (Proposed by the board of directors)
-
Description:The Company’s 2020 financial statements have been audited and validated by accountants Yu, Chien-Ju and Hsu, Hsin-Min of Ernst & Young, Taiwan. The financial statements and the business report have been reviewed and approved by the Company’s audit committee and are submitted to the shareholder meeting for ratification (please refer to pages 7 to 25 for the financial statements and business report).
Resolution:
-
II. Issue: Ratification of the 2020 annual profit distribution. (Proposed by the board of directors)
-
Description:(I)To be handled in accordance with Article 26 of the Company’s Articles of Incorporation.
-
(II)Cash dividends at NT$1.5 per share have been proposed and will be distributed to the nearest ones. The sum of the odd amounts shall be allocated to the Company’s “Other Revenue.” The distribution of retained earnings of 2020 will be prioritized for this year.
-
(III)The resolution of the shareholders’ general meeting this year will authorize the Chairman to set the ex-dividend and payment dates, and further announcements will be made.
-
(IV)The Chairman shall be authorized to handle and adjust changes in the dividend as a result of the impacts on the number of shares circulating in the market due to share repurchase; or transfer or cancellation of treasury shares; or capital reduction or issuance of new shares for capitalization.
-
(V)The profit distribution table for 2020 is shown as follows:
-
28
Goldsun Building Materials Co., Ltd. 2020 Annual Profit Distribution Table
Unit: NT$
| Unit: NT$ | Unit: NT$ | |
|---|---|---|
| Item | Amount | |
| Beginning undistributed earnings Less: 1. Gain on disposal of equity instruments at fair value through other comprehensive profit and loss transferred to retained earnings 2. Difference between acquired subsidiary’s equity price and book value transferred to retained earnings Add: 1. Net income for the year 2.Other comprehensive income (Actuarial income of defined benefit plans) Earnings available for distribution Distributions: 1. Legal reserve allocated 2. Cash dividends (NT$1.5 per share) Total of distribution items Undistributed earnings at the end of the period |
1,357,267,042 (88,662,547) (1,192,062) 2,472,926,963 1,697,923 3,742,037,319 (238,477,028) (1,770,000,000) (2,008,477,028) 1,733,560,291 |
Resolution:
[Motions]
End of Meeting
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【 Appendix 1 】
Goldsun Building Materials Co., Ltd.
Articles of Incorporation.
Approved, amended and implemented by the shareholder’s meeting on June 13, 2016
Chapter 1 General Provisions
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Article 1: The Company is incorporated in accordance with the Company Act and registered under the business name of Goldsun Building Materials Co., Ltd.
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Article 2: The Company’s scope of services are set out hereunder
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A102080 Horticulture
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B601010 On land Clay and Stone Quarrying.
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C901040 Concrete Mixing Manufacturing.
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C901050 Cement and Concrete mixing manufacturing.
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C901990 Other Non metallic Mineral Products Manufacturing.
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E801010 Building Maintenance and Upholstery.
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F111090 Wholesale of Building Materials.
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F211010 Retail Sale of Building Materials.
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F401010 International Trade.
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F301010 Department Stores.
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F301020.Supermarkets.
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F501030 Coffee/Tea Shops and Bars.
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F501050 Public Houses and Beer Halls.
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F501060 Restaurants.
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G202010 Parking Garage Business.
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H701010 Residence and Buildings Lease Construction and Development.
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H703090 Real Estate Commerce.
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H703100 Real Estate Rental and Leasing.
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I401010 General Advertising Services.
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J801030 Athletics and Recreational Sports Stadium.
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J901020 Hotels and Motels.
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JB01010 Exhibition Services.
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JZ99080 Beauty Shops.
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ZZ99999 All business items that are not prohibited or restricted by law,
except those that are subject to special approval.
Article 3: The company is guaranteed externally due to the needs of the business or the investment
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business, and its method shall be set by the board of directors.
-
Article 4: The total amount of reinvestment is not subject to the restrictions on the proportion of reinvestment by Article 13 of the Company Law.
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Article 5: The Company has its head office in Taipei City, and the Company may establish branches in and out of this country.
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Article 6: Public announcements of the Corporation shall be made in accordance with Article 28 of the Company Law and other relevant rules and regulations.
Chapter 2 Shares
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Article 7: The total amount of the Company’s capital is NT$20 billion, which is further divided into 2 billion Shares, with the value per share NT$10, and the Board is authorized to issue shares which will be used for the business.
-
Article 8: The Company shall issue nominal shares after the signing or stamping of seal by three or more directors as well as being attested to by a competent authority in accordance with the law. When the Company issues shares, those shares shall be printed together with other shares or otherwise not be printed. The shares not printed shall be kept and recorded by the centralized securities depository enterprise.
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Article 9: After the issuance of shares of the Company, the Company shall, subject to the provisions of the laws and regulations, go through the provisions of the "Regulations Governing the Administration of Shareholder Services of Public Companies " promulgated by the Competent Authority.
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Article 10: After the Company shares are issued to the public, the entries in its shareholders’ roster shall not be altered within 60 days prior to the convening date of a regular shareholders’ meeting, or within 30 days prior to the convening date of a special shareholders’ meeting, or within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonus or other benefits.
Chapter 3 Shareholders’ Meeting
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Article 11: There are two types of shareholders’ meeting, namely, regular meeting and special meeting. The regular meeting shall be convened within six months after the close of each fiscal year. Whereas, special meetings are held in accordance with the law, when necessary. The shareholders’ meeting shall be convened by the Board of Directors in addition to the provisions of the Company Act.
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Article 12: the shareholders shall be informed about the date of the meeting, place and the reason for convening of the Board of Directors before the date of 30 days, and the special shareholders’ meeting it shall be before the date of 15 days.
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Article 13: A shareholder shall be entitled to one vote for each share held.
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For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy’s authorization. A shareholder may issue only one proxy form and appoint
31
only one proxy for any given shareholders’ meeting, and hall deliver the proxy form to this Corporation 5 days before the date of the shareholders’ meeting. The one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
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Article 14: Unless otherwise provided by law or regulation, a shareholders’ meeting shall be chaired by the Chairperson of the Board. When the Chairperson of the Board is on leave, the Chairperson & the Associate Director shall appoint one of the directors to act as Chair. Where the Chairperson does not make such a designation, the directors shall select from among themselves one person to serve as Chair.
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Article 15: A resolution is passed at the shareholders’ meeting by a majority of the shareholders present who represent more than half of the total number of its outstanding shares.
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Article 16: Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting and distributed to the shareholders. For each minutes of the meeting shall appoint a proxy to the year, month, days of the meeting, the place, the name of the Chairperson, the tips for the meeting and the results with sign or seal by the Chairperson, with the attending shareholders with an attendance book proxy forms; The recorded shall be retained in the company in accordance with the Company Act. After the public offering of the Company’s stocks, the distribution of the former proceedings shall be made by way of public announcement.
Chapter 4 Directors and the Audit Committee.
- Article 17: The Company shall appoint twelve directors with capacity to act for a three-year term and may be re-elected after the term. The total shareholding ratio of all directors shall be regulated in accordance with the provisions of the securities regulatory authority. The number of appointed directors earlier mentioned shall have no less than three independent directors and the same shall not be less than one fifth of the total number of directors of the Company. The professional qualification, shareholding, part-time job restrictions, nominations, means of election as well as other relevant issues should all be in accordance with the regulations of the competent authority. The election of the directors is done using the candidates nomination system, and the shareholders shall elect the directors from among the nominees for director. The relevant matters of acceptance and announcement of candidates shall be operated according to Article 192.11 of the Company Act, Securities and Exchange Act and related laws and regulations. Independent directors and non-independent directors should be elected together, respectively, to calculate the elected places separately.
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In accordance with Article 14.4 of the Securities and Exchange Act, the Company sets up the Audit Committee and is responsible for the execution of the Company Act, the Securities and Exchange Act and other ordinances of the Audit Committee. Article 18: The board of directors of the company is mutually elected by the directors as the Chairperson of the board of directors, and the person is mutually elected as the vice Chairperson in the same way. Article 19: If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairperson of the Board. When the Chairperson of the Board is on leave or for any reason and unable to exercise the powers of the Chairperson, the Chairperson shall appoint one of the directors to act as Chair. Where the Vice Chairperson is also on leave or for any reason and unable to exercise the powers of the Chairperson, the Chairperson shall appoint one of the directors to act as Chair. Where the Chairperson does not make such a designation, the directors shall select from among themselves one person to serve as Chair. Article 20: Except for the 1st BOD meeting shall be held in accordance with the Article 203 of Company Act, and the Chairperson shall be responsible for calling for a BOD meeting, and the above notice in respect of convening the meeting shall be done in writing, by electronic email, or by facsimile. The board meets at least more than half, and the directors should attend the meeting. When a shareholder has an interest in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. When the director can’t attend the BOD meeting, he/she shall present the solicitation document, list the scope of authorization relevant to the subject of the meeting and assign another director to attend the BOD meeting in his/her behalf. The director that is assigned to represent another director can only accept one such assignment. The directors who reside abroad shall be entrusted in writing to other shareholders in the country to represent the regular proxy for the board of directors. Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, signed or sealed by the Chairperson of the shareholders’ meeting and distributed to the shareholders within 20 days after the meeting. The participants are deemed present by taking part in the meeting of the Board of Directors using video conference facility when the meeting is conducted by way of video conference. Article 21: The organization, rule procedure, ordinance and other relevant issues of the Audit Committee shall in accordance with the regulations of the competent authority. Article 22. During the term of office of the Directors, the company may purchase liability insurance for the scope of the business involved and the liability in accordance with the law for the directors. The Board of Directors is authorized to determine the amount of compensation to the
33
directors of the Company based on the directors’ level of operational participation as well as value of the contribution. The standard terms in the industry shall also be considered and stipulated in the Company’s pay method.
Chapter 5 Managerial Personnel
- Article 23: The Company shall have managerial personnel. Appointment, discharge and the remuneration thereto shall be subject to Article 29 of the Company Act.
Chapter 6 Accounting
-
Article 24: The fiscal year of the Company is from Jan.1 to Dec. 31 per annual, the Board of Directors shall submit to its shareholders for their ratification at the end of each fiscal year (i) the annual business report, (ii) the financial statements, and (iii) the appropriation of profit and remedy in the event of loss proposal.
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Article 25: The proportion of the employees’ compensation shall not be 3% and the proportion of the directors’ compensation shall not be higher than 3%. A reserve is allotted to be used for making up for the company’s accumulated losses.
-
Article 26: If there is a surplus in the final accounts of the Company, the tax shall be paid to make up for the losses first, and second, 10 percent shall be reserved as statutory surplus reserve, but this is no longer necessary when the statutory surplus reserve has reached the total amount of capital of the Company. The BOD shall prepare the Surplus distribution case with accumulation of undistributed surplus for the current year by a certain percentage of the total issued shares to present in the shareholders’ meeting for resolution of distribution of shareholders’ dividends and shareholder bonus. The operating environment of the company is a mature and stable industry, and the policy of distributing dividends is made while taking into account the company’s profitability and the need for the plan for the future operating funding as well as the total shareholders’ equity, equalization of dividends and long-term financial planning are adopted. The method for allocation of shareholders’ dividends could be done partially in stock dividends and partially in cash dividends where the proportion of cash dividends should not be less than ten percent, and stock dividend will be allotted from the balance
Chapter 7 Supplementary Provisions
-
Article 27: Any unspecified matters in this Articles of Incorporation shall be dealt in accordance with the Company Act.
-
Article 28: This Articles of Incorporation was drawn up on the first of Oct 1954. First amendment was effected on the fourth of July 1955. Second amendment was effected on the first of April 1958. Third amendment was effected on the first of October 1958.
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Fourth amendment was effected on the sixteenth of September 1961
34
Fifth amendment was effected on the twenty-fifth of April 1964. Sixth amendment was effected on the eighteenth of February 1965. Seventh amendment was effected on the twelfth of April 1967. Eighth amendment was effected on the twenty-fourth of April 1968. Ninth amendment was effected on the ninth of May 1969. Tenth amendment was effected on the twelfth of May 1970. Eleventh amendment was effected on the eighteenth of May 1971. Twelfth amendment was effected on the twentieth of May 1972. Thirteenth amendment was effected on the thirtieth of May 1973. Fourteenth amendment was effected on the twenty-fifth of May 1974. Fifteenth amendment was effected on the twenty-first of May 1975. Sixteenth amendment was effected on the tenth of May 1976. Seventeenth amendment was effected on the seventh of May 1977. Nineteenth amendment was effected on the twenty-third of May 1978. Twentieth amendment was effected on the twenty-fourth of May 1979. Twentieth amendment was effected on the twenty-fourth of May 1979. Twenty-first amendment was effected on the twenty-seventh of May 1980. Twenty-second amendment was effected on the second of June 1983. Twenty-third amendment was effected on the twenty-seventh of April 1984. Twenty-fourth amendment was effected on the twenty-fifth of May 1985. Twenty-fifth amendment was effected on the second of May 1986. Twenty-sixth amendment was effected on the fourteenth of May 1987. Twenty-seventh amendment was effected on the thirtieth of May 1988. Twenty-eighth amendment was effected on the tenth of May 1989. Twenty-ninth amendment was effected on the fourteenth of April 1990. Thirtieth amendment was effected on the twenty-third of April 1991. Thirty-first amendment was effected on the eighteenth of May 1992. Thirty-second amendment was effected on the twenty-first of June 1993. Thirty-third amendment was effected on the twenty-seventh of April 1994. Thirty-fourth amendment was effected on the twenty-seventh of April 1995. Thirty-fifth amendment was effected on the twenty-sixth of April 1996. Thirty-sixth amendment was effected on the twenty-fourth of May 1997. Thirty-seventh amendment was effected on the twenty-fourth of May 1997. Thirty-eighth amendment was effected on the twenty-eighth of May 1998. Thirty-ninth amendment was effected on the twenty-fourth of May 2000. Fortieth amendment was effected on the twenty-ninth of May 2001. Forty-first amendment was effected on the twenty-sixth of June 2002. Forty-second amendment was effected on the twenty-fifth of June 2004. Forty-third amendment was effected on the fourteenth of June 2005. Forty-fourth amendment was effected on the twenty-third of June 2006.
35
Forty-fifth amendment was effected on the twenty-eighth of June 2007. Forty-sixth amendment was effected on the thirteenth of June 2008. Forty-seventh amendment was effected on the nineteenth of June 2009. Forty-eighth amendment was effected on the eighteenth of June 2010. Forty-ninth amendment was effected on the twelfth of June 2012. Fifty amendment was effected on the eleventh of June 2013. Fifty-first amendment was effected on the eleventh of June 2014. Fifty-second amendment was effected on the ninth of June 2015. Fifty-third amendment was effected on the thirteen of June 2016. These articles shall be implemented after adoption by shareholders’ meetings.
36
[Appendix II]
Directors’ Shareholding Position
Stock stop-transfer date: April 12, 2021
| Title | Name | Number of shares recorded in the list of shareholders’ registration bythe stop-transfer date |
|
|---|---|---|---|
| Chairman | 856,832 |
||
| HSU, LAN-YING | |||
| Vice Chairman | 6,468,322 |
||
LIN, MING-SHENG |
|||
| Directors | Representative of Taiwan Secom Co., Ltd: FRANK LIN |
77,555,747 |
|
| WANG, CHUANG-YEN | 19,447,545 |
||
| LIN, TAI-HUNG | 3,953,846 |
||
| CHANG, SHIH-CHUNG | 6,001,456 |
||
| LIAO, PEH-HSEE | 1,255,704 |
||
| LIN , YU-FANG | 106,581 |
||
| Representative of Shang Ching Investment Co., Ltd.: LIN,HOUNG-JUN |
5,928,563 |
||
| Independent Directors |
TSENG, WEN-CHE | 0 |
|
| CHAN, YING-WEN | 0 |
||
| HUNG, CHI-TEI | 0 |
||
| Total | 121,574,596 |
Note: 1. Shares already issued by the Company: 1,180,000,000 shares.
- The legal minimum number of shares of all board members: 32,000,000 shares
37