AI assistant
LUXE — Annual Report 2022
Jun 12, 2023
51852_rns_2023-06-12_7f228619-0368-4459-b7ab-e55d301149da.pdf
Annual Report
Open in viewerOpens in your device viewer
Stock Code: 1529
==> picture [373 x 99] intentionally omitted <==
(Originally: Luxe Electric Co., Ltd)
2022 Annual Report
Published on May 12, 2023
Website for annual report inquiries/
-
TWSE “Market Observation Post System”: http://mops.twse.com.tw
-
Company website:http://www.luxe.com.tw
I. Name, title, phone number, and email address of the Company’s spokesperson and deputy spokesperson
Speaker: Chieh-Jen Chen Title:Chairman
Deputy spokesperson: Chun-Hsiang Teng Title: Vice President
TEL: (06) 221-7189 Taipei Office (02) 2559-1021
Email:[email protected]
II. Address and phone number of the headquarters, branch and factory
| Unit | Address | Telephone | Fax |
|---|---|---|---|
| Headquarters | 7F.-1, No. 114, Chenggong Rd., North Dist., Tainan City |
(06)221-7189 (representa- tive) |
(06)221-3669 |
| Taipei Office | 4F-2, No. 188, Sec. 5, Nanjing East Rd., Songshan Dist.,Taipei City,Taiwan |
(02)2559-1021 (representa- tive) |
(02)2559-1071 |
| Yang Mei Plant |
No. 19, Aly. 22, Ln. 796, Sec. 1, Minfu Rd., Yangmei Dist., Taoyuan City |
(03)478-5877(representa- tive) |
(03)478-6015 |
III. Name, address, website and phone number of the stock transfer agent
Name: President Securities Corporation
Address: B1, No. 8, Dongxing Rd., Songshan Dist., Taipei City
Website: www.uni-psg.com
Tel.: (02)2747-8266
IV. Name of CPA and name, address, website and phone number of the accounting firm for the financial statements in the most recent year:
Name of CPA: Ying-Lai Chou and Chia-Yu Lai
Name of firm: Baker Tilly Clock & Co
Address: 14F (top floor), No. 111, Sec.2, Nanjing E. Rd., Taipei City
Website: http://www.bakertilly.com.tw/
Tel.: (02)2516-5255
V. Name of the exchange where our securities are traded offshore, and the method with which the information of the offshore securities is accessed: None.
VI. Company website: www.luxe.com.tw
Luxe Electric Co., Ltd.
2022 Annual Report Table of Contents
| 2022 Annual Report Table of Contents | |
|---|---|
| One. | Letter to Shareholders ...................................................................................................................1 |
| Two. | Company Profile .............................................................................................................................2 |
| I. | Establishment date ......................................................................................................................... 2 |
| II. | Corporate history ............................................................................................................................ 2 |
| Three. | Corporate Governance Report .................................................................................................4 |
| I. | Organization of the Company ........................................................................................................ 4 |
| II. | Information concerning the directors, supervisors, Presidents, Vice Presidents, Assistant Vice |
| Presidents, and department and branch managers .......................................................................... 8 | |
| III. | Implementation status of corporate governance ........................................................................... 18 |
| IV. | Information on CPAs’ professional fees ...................................................................................... 27 |
| V. | Information on change of CPAs ................................................................................................... 27 |
| VI. | The Company’s Chairman, Presidents, or managerial officers responsible for handling financial |
| or accounting affairs who held a position in a firm of the CPA or any of its affiliates in the most | |
| recent year. ................................................................................................................................... 28 | |
| VII. Transfer of equity and changes in pledge of equity conducted by directors, supervisors, | |
| managerial officers, and shareholders holding more than 10% of the shares in the most recent | |
| year up to the publication date of this annual report .................................................................... 29 | |
| VIII. Information on the mutual relationship of the Top 10 shareholders in terms of proportion of | |
| shareholding if they are a related party, spouse, or a relative within the second degree of kinship | |
| referred to in SFAS No.6 ............................................................................................................. 30 | |
| IX. | The total number of shares held in the same invested business by the Company and the |
| directors, supervisors and managerial officers thereof, and any companies controlled either | |
| directly or indirectly by the Company, and the comprehensive shareholding ratio is calculated in | |
| a consolidated manner .................................................................................................................. 31 | |
| Four. | Fundraising Status ...................................................................................................................32 |
| I. | Capital and shares ........................................................................................................................ 32 |
| II. | Issuance of corporate bonds (including overseas corporate bonds) ............................................. 35 |
| III. | Issuance of preferred shares:. ....................................................................................................... 35 |
| IV. | Participation in the issuance of overseas depository receipts ....................................................... 35 |
| V. | Issuance of employee stock option certificates ............................................................................ 35 |
| VI. | Status of new restricted employee shares ..................................................................................... 35 |
| VII. Status of mergers and acquisition ................................................................................................ 35 | |
| VIII. Issuance of new shares in connection with succession to shares of other companies. ................. 35 | |
| Five. | Operation Overview .....................................................................................................................36 |
| I. | Business content ........................................................................................................................... 36 |
| II. | Market and production/sales overview ........................................................................................ 43 |
| III. | Information on employees ............................................................................................................ 50 |
| IV. | Information on environmental protection expenditure ................................................................. 51 |
| V. | Labor-management relations ........................................................................................................ 51 |
| VI. | Important contracts....................................................................................................................... 54 |
| Six. | Overview of Finance .....................................................................................................................55 |
| I. | Condensed financial information for the most recent five years .................................................. 55 |
| II. | Financial analysis for the most recent five years ......................................................................... 59 |
| III. | The Audit Committee’ Review Report on the financial statement of the most recent year ......... 61 |
| IV. | Financial statement of the most recent year ................................................................................. 62 |
|---|---|
| V. | Financial statement of the most recent year ............................................................................... 128 |
| Seven. | Review and Analysis of Financial Status and Financial Performance and Risks ............188 |
| I. | Financial status ........................................................................................................................... 188 |
| II. | Operational results ..................................................................................................................... 189 |
| III. | Cash flow ................................................................................................................................... 190 |
| IV. | The impact of the major capital expenditures in the most recent year on finance and business: |
| None. .......................................................................................................................................... 190 | |
| V. | Reinvestment policy in the most recent year, main reasons for its profit/loss, improvement plan, |
| and the investment plan for the next fiscal year ......................................................................... 190 | |
| VI. | Risk and assessment ................................................................................................................... 191 |
| VII. | Other important matters: None. .................................................................................................. 192 |
| Eight. | Special Notes ...........................................................................................................................193 |
| I. | Information on affiliated companies .......................................................................................... 193 |
| II. | Any private placement of securities in the most recent year and up to the publication date of this |
| annual report: None. ................................................................................................................... 195 | |
| III. | Any holding and disposal of the Company’s shares by subsidiaries in the most recent year and |
| up to the publication date of this annual report: None. .............................................................. 195 | |
| IV. | Other required supplementary information: None. .................................................................... 195 |
| V. | Any of the matters stated in Article 36, Paragraph 2, Subparagraph 2 of the Securities and |
| Exchange Act which may have significant impact on the shareholders’ equity or the price of the | |
| securities in the most recent year and up to the publication date of this annual report: ............. 195 |
One.Letter to Shareholders
Dear shareholders,
Consolidated net operating revenues for FY2022 were NT$281,520 thousand, a decrease of NT$42,926 thousand compared to net operating revenues of NT$324,446 thousand for FY2021, mainly due to lower revenues from the engineering and electrical divisions in FY2022. The Company’s gross profit of NT$119,722 thousand (43% gross profit margin) decreased from NT$149,189 thousand (46% gross profit margin) in FY2021, and operating income of NT$74,992 thousand and net income before tax of NT$56,259 thousand decreased from the same period in FY2021.
| Energy Busi- ness Group |
Electrical Engi- neering Busi- ness Group |
Construction Business Group |
Others | Total | |
|---|---|---|---|---|---|
| Construc- tion and en- gineering revenue |
39,525 | 25,179 | 18,913 | - | 83,617 |
| Sales reve- nue |
- | 72,165 | - | - | 72,165 |
| Electricity retailing revenue |
119,012 | - | - | - | 119,012 |
| Others | 453 | 6,272 | - | 1 | 6,726 |
| Total | 158,990 | 103,616 | 18,913 | 1 | 281,520 |
Last year (FY2022), operating expenses were NT$44,730 thousand in sales, management and research and development, an increase of NT$2,420 thousand (or 5.7%) over the same period in FY2021. Non-operating income and expenses were -NT$18,733 thousand, mainly due to a loss of NT$10,855 thousand on the fair value of marketable securities and a slight increase in interest expenses.
At the end of last year (2022) and this year, the Company and its subsidiaries continued to make strident efforts to complete the self-built solar power plants, while the Energy Business Group continued to invest in the two major directions of self-built solar power plants and Engineering, Procurement, and Construction (EPC). The tender for Taipower's pad-mounted transformer won by the Electrical Engineering Business Group has been accepted for shipment and will contribute to future revenue and profitability. The research and development of new electromechanical products and related certification procedures are still in progress.Under the principle of sound and prudent management, the Company not only participates in bidding and contracting projects, but also invests in construction companies to meet market and customer needs and actively develop new customers, new projects and new products to increase the Company's revenue and profit, improve operational performance and increase shareholders' equity.
We wish you good health and safety.
Chairman: Chen Chien-Jen President: Chen Lien-Tsung Chief Accounting Officer: Chien Shih-Chang
1
Two.Company Profile
I. Establishment date: The Company was founded on May 24, 1978.
II. Corporate history
| Corporate history | |
|---|---|
| Year | Development process |
| May1978 | The Company wasfoundedinShulin Town,TaipeiCounty. |
| October 1980 | The SanxiaPlant was built, and the Companymoved toTaipeiCity. |
| July 1981 | Recognized by the Industrial Development Bureau, Ministry of Economic Affairs, as a Tier 1 distri- butionpanel manufacturer. |
| May 1982 | Recognized by the Industrial Development Bureau, Ministry of Economic Affairs, with Class A dis- tributionpanelqualitymanagement. |
| May 1987 | Recognized in the “Taiwan Power Company Department of Nuclear Quality Manufacturer Assess- ment”as a qualifiedmanufacturer. |
| October 1987 | Developed technicalcollaborationwiththe Japanese company,Tokyo SeidenCo.,Ltd. |
| April 1989 | TheYangMei A Plant was built and putinto operation. |
| July 1989 | Recognized by Taiwan Power Company as a penetrating type, low voltage and precision class (class 0.3) current transformer manufacturer. |
| January 1990 | Assessed and selected by National Federation of Industries as one of the Top 10 Outstanding Manu- facturers. |
| December 1991 | Recognized by the Bureau of Energy, Ministry of Economic Affairs as a qualified manufacturer with test exemption when high voltage PT and CT left the factory. |
| May 1992 | Recognized in the “Taiwan Power Company 23KV Metal-Clad Switch Gear” assessment as a quali- fiedmanufacturer. |
| June 1992 | Recognized in the “Taiwan Power Company 13.8KV Metal-Clad Switch Gear” assessment as a qual- ifiedmanufacturer. |
| July 1992 | Recognized in the “Taiwan Power Company 14.4KV Metal-Clad Switch Gear” assessment as a qual- ifiedmanufacturer. |
| September 1992 | Recognized in the “Taiwan Power Company Indoor Type Alternating and Three-Phase 480V Power Center for Thermal Power Plants” assessment as aqualified manufacturer. |
| December 1992 | Qualified in the “Taiwan Power Company’s Charging Type 15KV Transformer and Special Equip- ment Suppliers” inspection. |
| December 1992 | Qualified in the “Taiwan Power Company’s Outdoor Type 14.4KV Block Switch and Special Equip- ment Suppliers” inspection. |
| December 1992 | The Companymoved to the TangChengPark in SanchongCity. |
| October 1993 | Recognized in the “Taiwan Power Company 480V Motor Control Center” assessment as a qualified manufacturer. |
| July 1994 | Recognized in the “Taiwan Power Company Department of Quality Type-1 Manufacturer Quality Assurance System(ISO-9001)”assessment as a qualifiedmanufacturer. |
| December 1994 | Recognized in the “penetrating type and low voltage current transformer” assessment as a qualified manufacturer. |
| June 1995 | Recognized in the “Taiwan Power Company Indoor Type, Alternating and Three-Phase 6900V, Closed Type Metal-Clad Switchgear for Thermal Power Plants” assessment as a qualified manufac- turer. |
| August1995 | Received“quality assurance systemon internationalstandard (ISO-9001) certificationof DNV).” |
| October 1995 | Received “ Industrial Development Bureau, Ministry of Economic Affairs’ quality assurance system on internationalstandard (ISO-9001) approvalandregistration.” |
| November 1995 | Assessed by the Small and Medium Enterprise Administration, Ministry of Economic Affairs as “1996 Manufacturer with OutstandingComputerization Performance.” |
| October 1997 | Received“6thNational Award ofOutstanding SMEs.” |
| August 1998 | Received “CED certification and qualification of Electric-Electronic Product Development Associ- ationof R.O.C.” |
| August 1998 | Recognized in the “Taiwan Power Company 23KV Gas Insulated Switchgear (GIS)” assessment as a qualified manufacturer. |
| December 1998 | BecameTPEx listed. |
| February 1999 | Qualified in the “Taiwan Power Company’s Single-Phase Pad-mounted Transformer and Special Equipment Suppliers” inspection. |
| June 1999 | Qualified in the “Taiwan Power Company’s Single-Phase Pole Type Pad-mounted Transformer and Special Equipment Suppliers” inspection. |
| December 1999 | Received “environmental management system on international standard (ISO-14000) certification of DNV.” |
| April 2000 | Qualified in the “Taiwan Power Company’s Single-Phase, Pole Type, Sealed Transformer and Special Equipment Suppliers” inspection. |
| September 2000 | Became TWSE listed. |
| February 2001 | Met with the “Taiwan Power Company’s Manufacturing and Installation of Distribution Panel for Primary Distribution and Substation Regulation (DSPL, 88-08)” and recognized as qualified installa- tion manufacturer. |
2
| Year | Development process |
|---|---|
| August 2001 | Developed technical collaboration concerning the 161KV Gas Insulated Switchgear (GIS) with the German company,SIEMENS AG. |
| October 2001 | TheYangMei B Plant beganconstruction. |
| February 2002 | Passed the qualification test of the Taiwan Electric Research & Testing Center for 23KV GIS MOF panels. |
| July 2002 | Qualified in the “Taiwan Power Company’s High Voltage Charging Type Transformer and Special Materials Suppliers” inspection. |
| October 2002 | TheYangMei 161KV GISPlant was built. |
| March 2003 | The YangMei B Plant was built andput into operation. |
| July 2003 | Qualified in the “Taiwan Power Company 161KV Gas Insulated Switchgear (First Phase)” assess- ment. |
| August 2003 | Recognized as “Taiwan Power Company qualified installation manufacturer for 161KV Gas Insulated Switchgear.” |
| December 2003 | Acquired the contract of “Taiwan Power Company’s Procurement and Installation of Wind Turbine Generator Systems and Subordinate Equipment for Taichung Power Plant and Taichung Port in the WindPower ProjectPhase1.” |
| February 2004 | Became the successful tenderer of “Taiwan Power Company’s Turnkey Construction of Primary Dis- tributionSubstation for Military.” |
| April 2004 | Became the successful tenderer of “Taiwan Power Company’s Distribution Closed Loop Automation Construction Phase 1 in Hsinchu.” |
| August 2004 | Became the successful tenderer of “Taiwan Power Company’s Establishment of Terminal Equipment for Distribution Feeder Automation Phase1 in Hsinchu.” |
| August 2004 | Became the successful tenderer of “Taiwan Power Company’s Establishment of Terminal Equipment for Distribution Feeder Automation inNorthwest.” |
| August 2004 | Became the successful tenderer of “Taiwan Power Company’s Establishment of Terminal Equipment for Distribution Feeder Automation inNorth-North.” |
| August 2004 | Became the successful tenderer of “Taiwan Power Company’s Distribution Feeder Automation Con- struction in Taoyuan.” |
| February 2005 | Became the successful tenderer of “Ministry of Transportation and Communications’ Tender No. Seven-E:Electrical Engineeringfor Pinglin-Toucheng SectionoftheBeiyi Freeway.” |
| November 2005 | Completed the constructionof Taiwan PowerCompany’s primary distributionsubstation inQizhang. |
| December 2005 | Completed the installation and testing of wind turbines for Taichung Power Plant under Taiwan Power Company’s Wind Power Project Phase 1. |
| July 2006 | Completed the short‑circuit testing and pressure testing of primary distribution substation in Qizhang under Taiwan PowerCompany. |
| September 2006 | Completed the construction of wind turbines for Taichung Power Plant under Taiwan Power Com- pany’s WindPower ProjectPhase1. |
| December 2006 | Completed the establishment of terminal equipment for the distribution feeder automation in Hsinchu, Taoyuan,Northwest and North-north under Taiwan Power Company. |
| August 2007 | Changed the Company’s Chinese and English name by resolution at a special shareholders’ meeting and by approval of the Ministry of Economic Affairs at Jing-Shou-Shang-Tzu No. 09601237240, dated September 28, 2007. The Company was renamed from “Klingon Aerospace Inc.” to “Luxe Electric Co.,Ltd.” in English. |
| July 2008 | Completed the construction of wind turbines for Taichung Port under Taiwan Power Company’s Wind Power Project Phase 1. |
| September 2009 | Completed the construction of top additions and solar photovoltaic equipment for the water treatment plantinGongguan,TaipeiCity. |
| October 2009 | Completed the constructionof 275KW wind turbines specificallyforareas thathave typhoons. |
| April 2012 | Recognized as a qualified manufacturer of transformers, voltage transformers and current transform- ers bythe “Taiwan Accreditation Foundation,” and obtained the TAF accreditation symbol. |
| August2015 | Crossedindustries and started solarpowerplant establishment business. |
| May 2016 | Recognized as a qualified manufacturer of high voltage distribution panels by the “Taiwan Accredi- tation Foundation,”and obtained theTAFaccreditationsymbol. |
| August2016 | The Companyregisteredforaddress change andmoved toTainanCity. |
| 2021 | The production and manufacturing of new pad-mounted transformer were approved by Taiwan Power Company. |
| August 2022 | Companyname changed to Luxe Green EnergyTechnology |
3
Three.Corporate Governance Report
I. Organization of the Company
- (I) Organization system
==> picture [483 x 386] intentionally omitted <==
(II) Business of the main departments
| Departments | Principalbusiness operation |
|---|---|
| ChairmanOffice | Analyze, planand executeinvestment environment status, trend analysisreports and short-term/long-term investments. |
| Audit Office | Assist the Board of Directors and managerial officers on checking and reviewing the deficiencies of internal control system and measuring the effectiveness and efficiency of operations, and provide appropriate suggestions for improvement to ensure the continuous effective implementation of internal control and as the basis of internal control system reviews and amend- ments. |
| President Office | Implement items put to a resolution by the Board of Directors, manage all operational and managerial business in the Com- pany, announce quality-related policies and goals of the Company, host all operational meetings and Quality Control Com- mitteemeetings, executemanagement andreviewinthe Company, and assist thePresident onspecial items and projects. |
| R&DOffice | Researchonand developnew products |
| Administration and Management Group |
Manage finance, accounting, tax, stock related affairs in the Company and aggregate execution of the whole Company’s budget. Manage personnel, general, publicrelations,legaland procurement affairsinthe Company. |
| Electrical Engineering Business Group |
Promote system engineering and related business, develop new markets and sales business of distribution panels and elec- trical engineering equipment, and develop new markets and business related to turnkey construction of substations and distribution feederautomation. |
| Solar Power Business Group |
Development and expansion of business related to solar energy and power storage. |
4
II. Information concerning the directors, supervisors, Presidents, Vice Presidents, Assistant Vice Presidents, and department and branch managers
(I) Information on directors and supervisors
| (I) | managers Information on directors and supervisors |
managers Information on directors and supervisors |
managers Information on directors and supervisors |
managers Information on directors and supervisors |
managers Information on directors and supervisors |
managers Information on directors and supervisors |
managers Information on directors and supervisors |
managers Information on directors and supervisors |
managers Information on directors and supervisors |
managers Information on directors and supervisors |
managers Information on directors and supervisors |
managers Information on directors and supervisors |
managers Information on directors and supervisors |
managers Information on directors and supervisors |
managers Information on directors and supervisors |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Informationondirectors and supervisors:Alldirectors andindependent directors werere-elected onJune21,2022(as of March 27,2023). |
||||||||||||||||||||
| Title | Name | Gen- der |
Nation- ality or country of regis- tration |
Date first elected |
Date elected | Ter m of of- fice |
Shares held when elected | Current shares held | Current shares held by spouse or minor children |
Shares held in the names of others |
Educational back- ground and experi- ence |
Concurrent posts in Luxe and other companies |
Other managers, directors or supervisors in a spousal relationship or within the second degree of kinship |
Re- mark s |
||||||
Shares |
Sharehold- ing ratio |
Shares | Share- holding ratio |
Shares | Share- holding ratio |
Share s |
Share hold- ing ratio |
Title | Name | Relation- ship |
||||||||||
| Chairman | Chia Chi SDRY Enterprise Co., Ltd. Representative: Chieh- Jen Chen |
Male | Taiwan | June 21, 2022 |
June 21, 2022 |
3 | 5,647,561 | 4.15% |
6,042,890 |
4.15% |
- |
- |
- |
- |
EMBA, National Chiayi University Vice President of Quintain Steel Co., Ltd.of Huaerzi In- dustry (Stock) |
Director of Quin- tain Steel Co., Ltd Chairman of Chin Lai International Development Co., Ltd. |
- | - |
- |
Note 1 |
| Director | Pin-Chun Chen | Fe- male |
Taiwan | June 21, 2022 |
June 21, 2022 |
3 | - | - |
- |
- |
- |
- |
- |
- |
University of San Francisco, USA Master in Business Administration Director of Chateau International Devel- opment Co., Ltd. |
Executive assistant to Chairman of Concord Interna- tional Securities Co., Ltd. Director of Chateau International Devel- opment Co.,Ltd. |
- | - |
- |
- |
| Director | Chia-Yung Cheng | Male | Taiwan | June 21, 2022 |
June 21, 2022 |
3 | 570,271 | 0.42% |
610,189 |
0.004% |
- |
- |
- |
- |
Asia University, Ja- pan President of ELISEN INDUS- TRY CO.,LTD. |
President of ELISEN INDUS- TRY CO., LTD. |
- | - |
- |
|
| Director | Pao Li Tou Investment Co., Ltd. Representative: Chin- LungLiu |
Male | Taiwan | May 19, 2017 |
June 21, 2022 |
3 | 2,511,677 | 2.61% |
8,301,575 |
5.70% |
- |
- |
- |
- |
Department of Law, National Taiwan University Lawyer |
Head of Jih Cheng International Law Firm |
- | - |
- |
Note 1 |
| Director | Quintain Steel Co., Ltd. Representative: Hsieh-Chia Chen |
Male | Taiwan | June 21, 2022 |
June 21, 2022 |
3 | 2,339,812 | 1.72% |
14,603,953 |
10.03% |
Director of FENG SHEHG ENTER- PRISE COMPANY |
- | - |
- |
Note 1 |
|||||
| Director | Chateau International Development Co.,Ltd. Representative: Kuo- Fang Yu |
Male | Taiwan | June 21, 2022 |
June 21, 2022 |
3 | 2,581,000 | 1.90% |
2,761,670 |
1.89% |
- |
- |
- |
- |
Department of Communication Arts, New York In- stitute of Technol- ogy,USA |
Executive Director of Chateau Interna- tional Development Co., Ltd. |
- | - |
- |
Note 1 |
| Director | Ming-Chieh Hsu | Male | Taiwan | June 21, 2022 |
June 21, 2022 |
3 | - | - |
- |
- |
- |
- |
- |
- |
Graduate Institute of Electrical Engi- neering, National Taiwan University Director/President of Luxe Electric Co.,Ltd. |
None | - | - |
- |
8
| Title | Name | Gen- der |
Nation- ality or country of regis- tration |
Date first elected |
Date elected | Ter m of of- fice |
Shares held when elected | Shares held when elected | Current shares held | Current shares held | Current shares held by spouse or minor children |
Current shares held by spouse or minor children |
Shares held in the names of others |
Shares held in the names of others |
Educational back- ground and experi- ence |
Concurrent posts in Luxe and other companies |
Other managers, directors or supervisors in a spousal relationship or within the second degree of kinship |
Other managers, directors or supervisors in a spousal relationship or within the second degree of kinship |
Other managers, directors or supervisors in a spousal relationship or within the second degree of kinship |
Re- mark s |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares |
Sharehold- ing ratio |
Shares | Share- holding ratio |
Shares | Share- holding ratio |
Share s |
Share hold- ing ratio |
Title | Name | Relation- ship |
||||||||||
| Director | Fu-Tsai Liu | Male | Taiwan | May 19, 2017 |
June 21, 2022 |
3 | 1,320,000 | 1.38% |
1,412,400 |
0.97% |
- |
- |
- |
- |
Chairman of Hung Hsin Building Ma- terials Co.,Ltd. |
Chairman of Hung Hsin Building Ma- terials Co.,Ltd. |
- | - |
- |
|
| Independ- ent direc- tor |
Chao-Lai Chen | Male | Taiwan | June 21, 2022 |
June 21, 2022 |
3 | - | - |
- |
- |
- |
- |
- |
- |
Takming University of Science and Technology Tainan City Coun- cil Member |
None |
- | - |
- |
|
| Independ- ent direc- tor |
Shuang-Hsi Tsou | Male | Taiwan | June 21, 2022 |
June 21, 2022 |
3 | - | - | - | - |
- |
- |
- |
- |
Graduate Institute of Political Science, National Taiwan Normal University Head of the Cul- tural and Public Re- lations Section, Military Police Headquarters |
None | - | - |
- |
- |
| Independ- ent direc- tor |
Tung-Han Yang | Male | Repub- lic of China |
June 21, 2022 |
June 29, 2020 |
3 | - |
- |
- |
- |
- |
- |
- |
- |
Certified Public Ac- countant of Xinye United Accounting Firm, Department of Accounting, Soo- chow University |
None | - | - |
- |
- |
Note 1: None of the representatives of the directors listed above hold shares.
9
Table 1: Major shareholders of corporate shareholders
| April 22, 2022 | ||
|---|---|---|
| Name of corporate shareholder |
Major shareholders of the corporate shareholder | Shareholding ratio |
| Chia Chi SDRY Enterprise Co., Ltd. |
Chung-Hsien Chen Nien-Chen Hsueh Mi-Chuan Chen Pin-Chun Chen Hsieh-Tung Chen Hsiu-Lan Su Pao Li Tou Investment Co., Ltd. Wen-An Chang Chun-Hao Hu Pi-Shan Hu |
18.0% 16.5% 16.0% 15.7% 15.0% 8.3% 4.2% 3.2% 1.1% 1.0% |
| Pao Li Tou Investment Co., Ltd. |
Yu-Hui Shih Chia Yuan Investment Co., Ltd. Chung-Hsien Chen Pin-Chun Chen Pai-Ya Hsueh Nien-Chen Hsueh Mi-Chuan Chen Hsieh-Tung Chen Quintain Steel Co., Ltd. Ni-Ying Yang Shu-Wen Hsueh |
21.51% 15.34% 7.16% 5.80% 5.72% 5.56% 5.54% 4.74% 4.47% 3.26% 3.23% |
| Quintain Steel Co., Ltd. | Taiwan Steel Group United Co., Ltd. Pao Li Tou Investment Co., Ltd. Concord International Securities Co., Ltd. Chateau International Development Co.,Ltd. Chia Chi SDRY Enterprise Co., Ltd. Chung-Hsien Chen Hsieh-Tung Chen Asahi Enterprises Corp. Mi-Chuan Chen Nien-Chen Hsueh |
8.74% 15.57% 9.84% 4.03% 3.45% 3.24% 1.84% 5.42% 1.56% 1.65% |
| Chateau International Development Co.,Ltd. |
Since She Co., Ltd. China Prosperity Development Corporation CMC Magnetics Co., Ltd Concord International Securities Co., Ltd. CHC INTERNATIONAL INVESTMENT CORPORATION Chia Chi SDRY Enterprise Co., Ltd. Pao Li Tou Investment Co., Ltd. Chung-Hsien Chen Zhongtong Investment (Stock) Co., Ltd Mi-Chuan Chen Nien-Chen Hsueh Hsieh-Tung Chen |
29.43% 20.16% 14.51% 7.78% 5.31% 2.85% 1.42% 1.43% 1.27% 0.99% 0.97% 0.27% |
Table 2: Major shareholders of dominant shareholders who are corporate shareholders
| Name of corporate shareholder | Major shareholders of the corporate share- holder |
Shareholding ratio |
|---|---|---|
| Chia Yuan Investment Co., Ltd. | Quintain Steel Co., Ltd. | 95.97% |
| Since She Co., Ltd. | Quintain Steel Co., Ltd. | 100% |
| China Prosperity Develop- ment Corporation |
China Steel Corporation | 99.99% |
| CMC Magnetics Co., Ltd | Ming-Hsien Weng | 7.94% |
| Concord International Securities Co., Ltd. |
Pao Li Tou Investment Co., Ltd. Since She Co., Ltd. |
14.81% 13.68% |
| CHC INTERNATIONAL IN- VESTMENT CORPORATION |
CMC Magnetics Co., Ltd | 100% |
10
- Information on directors and supervisors
| Criteria Name |
Having more than 5 years of work experience and the following professional qualifications and the following professional qualifications |
Having more than 5 years of work experience and the following professional qualifications and the following professional qualifications |
Having more than 5 years of work experience and the following professional qualifications and the following professional qualifications |
Compliance with independence requirements (Note) | Compliance with independence requirements (Note) | Compliance with independence requirements (Note) | Compliance with independence requirements (Note) | Compliance with independence requirements (Note) | Compliance with independence requirements (Note) | Compliance with independence requirements (Note) | Compliance with independence requirements (Note) | Compliance with independence requirements (Note) | Compliance with independence requirements (Note) | Num- ber of other public compa- nies where the per- son concur- rently acts as an in- de- pendent director |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Lecturer or higher level in- structor at a public or pri- vate college or university in business, law, finance, ac- counting or other fields re- lated to the op- erations of the Company |
Judge, public prose- cutor, attorney at law, CPA, or other professionals li- censed by national exams that are perti- nent to the operation of the Company |
Work expe- rience in business, law, finance, accounting, or other ar- eas required for the busi- ness of the Company |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | ||
| Chieh-Jen Chen |
- | - | | | - | | | | | | | | | | - | - |
| Pin-Chun Chen | - | - | | |||||||||||||
| Chia-Yung Cheng |
- | - | | |||||||||||||
| Chin-LungLiu | - | | | |||||||||||||
| Hsie-Chia Chen |
- | - | | |||||||||||||
| Kuo-FangYu | - | - | | |||||||||||||
| Ming-Chieh Hsu |
- | - | | | | | | - | | | | | | | - | - |
| Fu-Tsai Liu | - | - | | |||||||||||||
| Chao-Lai Chen | - | - | | |||||||||||||
| Shuang-Hsi Tsou |
- | - | | | | | | | | | | | | | | - |
| Tung-Han Yang |
- | - | | | | | | | | | | | | | | - |
Note: Place a “ ” in the box below if the director or supervisor meets the following conditions at any time during active duty and two years prior to the date elected.
-
1 Not an employee of the Company or our affiliates.
-
2 Not a director or supervisor of the Company or our affiliates (except for an independent director of the Company, or the parent of the Company, or a subsidiary in which the Company directly or indirectly holds more than 50% voting shares).
-
3 Not the person, the spouse and minor children (or in the name of others) who hold more than 1% of total issued shares of the Company or one of the Top 10 shareholders who are natural persons.
-
4 Not the spouse, a relative within the second degree of kinship, or a relative within the fifth degree of lineal kinship of any of the parties mentioned in previous three paragraphs.
-
5 Not a director, supervisor or employee of an corporate shareholder holding more than 5% of the issued shares of the Company, or of the Top 5 corporate shareholders.
-
6 Not a director, supervisor, managerial officer, or shareholder holding more than 5% of the issued shares of a specific company or institution having business or financial transactions with the Company.
-
7 Not a professional, proprietor, partner, owner of a company/institution, partner, director, supervisor, managerial officer or spouse of the professional consulting entities providing services or consultation in business, law, finance, accounting and others for the Company or our affiliates.
-
8 The person was or is not a spouse nor a relative within the second degree of kinship of another director.
-
9 None of the circumstances under Article 30 of the Company Act applies to the person.
-
10 Not a government agency, juristic person or their respective representatives being elected according to Article 27 of the Company Act.
(V) Information on the founder: Not applicable.
11
(II) Information on Presidents, Vice Presidents, Assistant Vice Presidents, and department and branch manager
March 27, 2023 Unit: share
| Title | Name | Gen- der |
Na- tion- ality |
Date of as- sumption of office |
Shares held | Shares held | Shareholdings of spouse and minor chil- dren |
Shareholdings of spouse and minor chil- dren |
Shares held in the names of others |
Shares held in the names of others |
Educational background and experi- ence |
Concurrent duties in other companies |
Managerial officers in a spousal relationship or within the second degree of kinship |
Managerial officers in a spousal relationship or within the second degree of kinship |
Managerial officers in a spousal relationship or within the second degree of kinship |
Status of managerial officers ac- quiring em- ployee stock op- tion certifi- cates |
Re- marks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Share- holding ratio |
Shares | Share- holding ratio |
Shares | Share- holding ratio |
Title | Name | Rela- tion- ship |
|||||||||
| President | Lient- Sung Chen |
Male | Tai- wan |
September 1, 2022 |
- |
- | 152,543 | 0.10% | - | - | Factory Manager of Luxe Electric Co., Ltd |
Vice Presi- dent |
Li-Jung Li | Wife | |||
| Vice President |
Chun- Hsiang Teng |
Fe- male |
Tai- wan |
May 9, 2022 | - | - | - | - | - | - | Executive assistant to Chairman of Luxe Electric Co., Ltd Associate of Concord International Se- curities Co., Ltd. |
||||||
| Vice President |
Shih- Chang Chien |
Male | Tai- wan |
July 18, 2007 |
32,100 | 0.02% | - | - | - | - | Department of Management Science, National Chiao Tung University In-Service Master’s Program, Depart- ment of Accounting, Soochow Univer- sity Associate of Luxe Electric Co., Ltd |
Director of Le Hua Investment Co., Ltd. |
- |
- | - | - | - |
12
(III) Remuneration paid to directors, supervisors, Presidents, and Vice Presidents in the most recent year
| 1. Remuneration paid to directors: (2022; Unit: NT$ thousand) |
1. Remuneration paid to directors: (2022; Unit: NT$ thousand) |
1. Remuneration paid to directors: (2022; Unit: NT$ thousand) |
1. Remuneration paid to directors: (2022; Unit: NT$ thousand) |
1. Remuneration paid to directors: (2022; Unit: NT$ thousand) |
1. Remuneration paid to directors: (2022; Unit: NT$ thousand) |
1. Remuneration paid to directors: (2022; Unit: NT$ thousand) |
1. Remuneration paid to directors: (2022; Unit: NT$ thousand) |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Re | muneratio | n to direct | ors | Ratio of sum of A, B, C and D to net income after tax (Note 10) |
Remuneration recei | ved by part-time | employees | Ratio of sum of A, B, C, D, E, F and G to net income after tax (Note 10) |
Remuneration received from investees other than subsidiar- ies |
|||||||||||
| Compensation (A) | Pensi | on (B) | Remune directo |
ration to rs (C) |
Income from pro- fessional practice (D) |
Salary, bonus and special disbursement (E) |
Pensi |
on (F) | Remu | neration to employees (G) |
||||||||||||
| The Com- pany |
All com- panies in the con- solidated state- ments |
The Com- pany |
All com- panies in the con- solidated state- ments |
The Com- pany |
All com- panies in the con- solidated state- ments |
The Com- pany |
All com- panies in the con- solidated state- ments |
The Com- pany |
All com- panies in the con- solidated state- ments |
The Com- pany |
All com- panies in the con- solidated state- ments |
The Com- pany |
All com- panies in the con- solidated state- ments |
The pa |
Com- ny |
All co nies i consol state |
mpa- n the idated ments |
The Company |
All com- panies in the consol- idated statements |
|||
Cash amou nt |
Stock amou nt |
Cash amou nt |
Stock amou nt |
|||||||||||||||||||
| Director | Chia Chi SDRY Enterprise Co., Ltd. Representative: Chien-JenChen |
- | - | - | - | - | - | 348 | 348 | 0.77% | 0.77% | 664 | 1,059 | - |
- | - | - | - | - | 2.24% | 3.12% |
- |
| Director | Pin-ChunChen | |||||||||||||||||||||
| Director | Pao Li Tou Investment Co., Ltd. Representative: Chin-Lung Liu |
|||||||||||||||||||||
| Director | Fu-Tsai Liu | |||||||||||||||||||||
| Director | Quintain Steel Co., Ltd. Representative: Hsie-Chia Chen(Note) |
|||||||||||||||||||||
| Director | Chateau International Devel- opment Co., Ltd. Representative: Kuo-Fang Yu |
|||||||||||||||||||||
| Director | Chia-Yung Cheng | |||||||||||||||||||||
| Director | Ming-Chieh Hsu | |||||||||||||||||||||
| Independent di- rector |
Chao-Lai Chen | |||||||||||||||||||||
| Independent di- rector |
Shuang-Hsi Tsou | |||||||||||||||||||||
| Independent di- rector |
Tung-Han Yang |
Note: The current Board of Directors was fully re-elected by the General Meeting of Shareholders on June 21, 2022. On June 22, 2022, the legal person director Quintain Steel Co., Ltd. appointed Director Hsie-Chia Chen as its representative.
13
Breakdown of remuneration
| reakdown of remuneration | ||||
|---|---|---|---|---|
| Breakdown of remuneration to the Company’s directors | Name of director | |||
| Total amount of the first four items (A+B+C+D) |
Total amount of the first seven items (A+B+C+D+E+F+G) |
|||
| The Company | All companies in the consolidated state- ments I |
The Company | All companies in the consolidated state- ments J |
|
| Less than NT$2,000,000 | Chie-Hjen Chen, Pin- Chun Chen, Fu-Tsai Liu, Chia-Yung Cheng,Chi-Lung Liu, Ming-Chieh Hsu, Hsie-Chia Chen, Kuo- Fang Yu, Chao-Lai Chen, Shuang-Hsi Tsou, Tung-Han Yang |
Chie-Hjen Chen, Pin- Chun Chen, Fu-Tsai Liu, Chia-Yung Cheng,Chi-Lung Liu, Ming-Chieh Hsu, Hsie-Chia Chen, Kuo-Fang Yu, Chao- Lai Chen, Shuang-Hsi Tsou, Tung-Han Yang |
Chie-Hjen Chen, Pin- Chun Chen, Fu-Tsai Liu, Chia-Yung Cheng,Chi-Lung Liu, Ming-Chieh Hsu, Hsie-Chia Chen, Kuo-Fang Yu, Chao- Lai Chen, Shuang-Hsi Tsou, Tung-Han Yang |
Chie-Hjen Chen, Pin- Chun Chen, Fu-Tsai Liu, Chia-Yung Cheng,Chi-Lung Liu, Ming-Chieh Hsu, Hsie-Chia Chen, Kuo-Fang Yu, Chao- Lai Chen, Shuang-Hsi Tsou, Tung-Han Yang |
| NT$2,000,000 (inclusive)-NT$5,000,000 (exclusive) | - | - | - | - |
| NT$5,000,000 (inclusive)-NT$10,000,000 (exclusive) | - | - | - | - |
| NT$10,000,000 (inclusive)-NT$15,000,000 (exclusive) | - | - | - | - |
| NT$15,000,000 (inclusive)-NT$30,000,000 (exclusive) | - | - | - | - |
| NT$30,000,000 (inclusive)-NT$50,000,000 (exclusive) | - | - | - | - |
| NT$50,000,000 (inclusive)-NT$100,000,000 (exclusive) | - | - | - | - |
| Over NT$100,000,000 | - | - | - | - |
| Total | 11 persons | 11 persons | 11 persons | 11 persons |
- Remuneration to supervisors: Not applicable.
14
- Total amount of salaries, bonuses, special disbursements and dividends paid to Presidents and Vice Presidents in 2022
Unit: NT$ ‘000
| Unit: | Unit: | NT$‘000 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Salary (A) | Pension (B) | Bonus and special disbursement (B) |
Employee dividend amount from earnings distribution (C) |
Ratio of su C, and D to after ta |
m of A, B, net income x (%) |
Number of employee stock option certificates acquired |
Remuner- ation re- ceived from in- vestees other than subsidiar- ies |
|||||||
| The Com- pany |
All com- panies in the con- solidated statements |
The Com- pany |
All com- panies in the con- solidated statements |
The Com- pany |
All com- panies in the con- solidated statements |
The Company | All companies in the consolidated statements |
The Com- pany |
All com- panies in the con- solidated statements |
The Com- pany |
All com- panies in the con- solidated statements |
|||||
| Cash divi- dend |
Stock divi- dend |
Cash divi- dend |
Stock divi- dend |
|||||||||||||
| President | Pang-Kuan Yang (Note) |
400 |
400 | 15 | 15 | - | - | - | - | - | - | 0.92 | 0.92 | - | - | - |
| President | Lient-Sung Chen(Note) |
566 | 566 | 32 | 32 | - | - | - | - | - | - | 1.32 | 1.32 | - | - | - |
Note: General Manager Yang Bang-Kuan resigned on August 31, 2022 and was replaced by Plant Manager Lient-Sung Chen (promoted) on September 1, 2022.
Breakdown of remuneration
| Breakdown of remuneration to Presidents and Vice Presidents |
Name of President and Vice President | Name of President and Vice President |
|---|---|---|
| The Company | All companies in the consoli- dated statements |
|
| Less than NT$2,000,000 | Lient-Sung Chen, Pang-Kuan Yang |
Lient-Sung Chen, Pang-Kuan Yang |
| NT$2,000,000 (inclusive)-NT$5,000,000 | - | - |
| NT$5,000,000 (inclusive)-NT$10,000,000 | - | - |
| NT$10,000,000 (inclusive)-NT$15,000,000 | - | - |
| NT$15,000,000 (inclusive)-NT$30,000,000 | - | - |
| NT$30,000,000 (inclusive)-NT$50,000,000 | - | - |
| NT$50,000,000 (inclusive)-NT$100,000,000 | - | - |
| OverNT$100,000,000 (inclusive) | - | - |
| Total | 2 persons | 2 persons |
Note: The remuneration disclosed herein is different from the term “income” as defined in the Income Tax Act; this table is for information disclosure, and not for taxation purposes.
15
Remuneration to the Top-5 managers of a TWSE/TPEx listed company with the highest remuneration (disclosure of names and remuneration payment methods) (Note 1): Not applicable.
| Title | Name | Salary (A) (Note 2) |
Salary (A) (Note 2) |
Pension (B) | Pension (B) | Bonus and special disbursement (C) (Note 3) |
Bonus and special disbursement (C) (Note 3) |
Employee remuneration (D) (Note 4) |
Employee remuneration (D) (Note 4) |
Employee remuneration (D) (Note 4) |
Employee remuneration (D) (Note 4) |
Ratio of sum of A, B, C and D to net in- come after tax (%) (Note 6) |
Ratio of sum of A, B, C and D to net in- come after tax (%) (Note 6) |
Remunera- tion from investees other than subsidiaries or from the parent com- pany (Note 7) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Com- pany |
All com- panies in financial statements (Note 5) |
The Com- pany |
All compa- nies in fi- nancial statements (Note 5) |
The Com- pany |
All compa- nies in fi- nancial statements (Note 5) |
The Company | All companies in fi- nancial statements (Note 5) |
The Com- pany |
All com- panies in financial statements |
|||||
| Cash amount |
Stock amount |
Cash amount |
Stock amount |
|||||||||||
-
Note 1: Regarding the term of “Top-5 managers with the highest renumeration,” the managers refer to the managerial officers of the Company. The definition of managerial officers is subject to the scope of “managerial officers” specified in Letter Tai-Tsai-Cheng-San-Tzu No. 0920001301 dated March 27, 2003 of the former Securities and Futures Commission, Ministry of Finance. With respect to the principle for the calculation and determination of the “Top-5 managers with the highest renumeration,” the total amount of salary, pension, bonus and special disbursement, etc. received by the managerial officers from the companies in the consolidated financial statements and the employee remuneration (i.e. sum of A+B+C+D) are taken as the basis; the results are then ranked in order to determine the Top-5 managers with the highest renumeration. If a director concurrently acts as any one of the aforementioned managers, it shall be listed in this table and the previous table (1-1).
-
Note 2: This refers to the salary, duty allowance and severance pay to the Company's Top-5 managers with the highest remuneration in the most recent year.
-
Note 3: This refers to the amount of bonuses, incentives, travel allowance, special disbursement, and other allowances as well as accommodation, company car, and other distributions in kind and compensations received by the Company’s Top-5 managers with the highest remuneration in the most recent year. When there are expenses for housing, car or other transportation tools or any personal expense, the nature and cost of the provided assets, the rent calculated according to the actual or fair market price, the gasoline fee, and other payments shall be disclosed. In addition, when a driver is provided, the compensation paid to the said driver by the Company shall be noted but excluded from the remuneration. Moreover, the payroll expense listed in the IFRS 2 Sharebased Payment, including employee stock options certificates, new restricted employee shares, follow-on offerings, and stock subscription shall also be covered in the remuneration.
-
Note 4: The amount of the employee remuneration (in shares and in cash) distributed to the Company’s Top-5 managers with the highest remuneration based on the resolution of the Board in the most recent year shall be specified. If the amount cannot be estimated, the amount to be distributed for the year shall be calculated based on the actual distribution ratio in the previous year. In addition, table 1-3 shall be completed.
-
Note 5: The total amount of the remunerations paid by all the companies (including the Company) in the consolidated financial statements to the Company’s Top-5 managers with the highest remuneration shall be disclosed.
-
Note 6: The net income after tax refers to those referred to in the separate or individual financial statements in the most recent year.
-
Note 7: a. The amount of the remuneration received by the Company’s Top-5 managers with the highest remuneration from the investees other than subsidiaries or from the parent company shall be specified in this column. (Give “none” when there’s no such amount).
16
-
Name of the managerial officer to whom employee dividend was distributed and the status of the distribution: None.
-
(IV) Comparison and description of the total remuneration paid by the Company and all the companies included in the consolidated financial statements to the Company's directors, supervisors, President and Vice Presidents in the most recent two years as a percentage of net income after tax, and description of the policies, standards, and portfolios for paying the remuneration, the procedure for determining the remuneration, and their correlation with the operating performance.
| Title | FY2022 Total remuneration paid by the Company and all the companies included in the consoli- dated financial statements to the Company's directors, supervisors, President and Vice Presidents as a percentage of the net income after tax(%) |
FY2021 Total remuneration paid by the Company and all the companies included in the consoli- dated financial statements to the Company's directors, supervisors, President and Vice Presidents as a percentage of the net income after tax(%) |
|---|---|---|
| Director | 2.14 | 1.73 |
| President and Vice Presidents |
Note: According to general market price and the Company’s salary structure, the criteria of payment to the Chairman, Vice Chairman, President and directors of the Company who also serve as employees and bear specific missions and responsibilities are base pay, meal allowances and duty allowances. They also receive fixed salary monthly. Other directors and supervisors only receive travel allowances.
17
III. Implementation status of corporate governance
- (1) Operation status of the Board of Directors
The Board of Directors were re-elected on June 21, 2022 and held 3 meetings (A) in FY2022. The presence and attendance of the directors are described below:
| Title | Name | Actual num- ber of pres- ence (B) |
Number of presence by proxy |
Actual attend- ance rate (B/A) |
Remarks |
|---|---|---|---|---|---|
| Chairman | Chieh-Jen Chen | 3 | 0 | 100% | |
| Director | Pin-Chun Chen | 3 | 0 | 100% | |
| Director | Chia-Yung Cheng | 3 | 0 | 100% | |
| Director | Chin-Lung Liu | 1 | 0 | 33.3% | |
| Director | Fu-Tsai Liu | 1 | 0 | 33.3% | |
| Director | Hsie-Chia Chen | 3 | 0 | 100% | |
| Director | Ming-Chieh Hsu | 1 | 0 | 33.3% | |
| Director | Kuo-Fang Yu | 3 | 0 | 100% | |
| Independent director |
Chao-Lai Chen | 3 | 0 | 100% | |
| Independent director |
Shuang-Hsi Tsou | 3 | 0 | 100% | |
| Independent director |
Tung-Han Yang | 3 | 0 | 100% |
1 Matters referred to in Article 14-3 of the Securities and Exchange Act:
| 1 Matters referred to in |
Article 14-3 of the Securities and Exchange Act: | |
|---|---|---|
| Date and term of Board of Directors meeting |
Proposal | Opinions of all the independent direc- tors and actions taken by the Com- pany on such opin- ions |
| July 1, 2022 Board of Directorsmeeting |
Changing the use of funds of the follow-on offering in 2021 (second time). |
Approved by all in- dependent directors. |
| November 17, 2022 Board of Directors meet- |
2023 auditing plan | Approved by all in- dependent directors. |
| ing | Endorsement and guarantee for the subsidiary, Sen-Hsin Energy Co.,Ltd.(HualienSchoolSolar Energy Case) |
Approved by all in- dependent directors. |
- 2 Implementation status of directors’ recusal from proposals involving any conflict of interest: None.
3 Evaluation of the goals and implementation statuses with respect to the enhancement of the functions of the Board of Directors in the current and most recent year: None.
- (2) Operations of the Audit Committee or participation of the supervisors in the operation of the Board of Directors :
1 Participation of the supervisors in the operation of the Board of Directors: Not applicable (the Company has established the Audit Committee).
- 2 Audit Committee Operations:
18
The Audit Committee held 2 meetings (A) in the most recent year (2022). The presence and attendance of the independent directors are described below:
| Title | Name | Actual number of presence (B) |
Number of pres- ence by proxy |
Actual presence rate(%) (B/A)(Note) |
Remarks |
|---|---|---|---|---|---|
| Independent director |
Chao-Lai Chen | 2 | 0 | 100 | The current Audit Commit- tee is new (as the Compa- ny's directors were fully re- elected on June 21, 2022). |
| Independent director |
Shuang-Hsi Tsou |
2 | 0 | 100 | |
| Independent director |
Tung-Han Yang | 2 | 0 | 100 | |
| Other items to be stated: I. Where any of the following circumstances occur to the operation of the Audit Committee, the date, term and proposal of the Board of Directors meeting as well as how the Company manage the Committee’s opinions shall be described: The following circum- stances did not occur to the Audit Committee in the most recent year. (I) Matters referred to in Article 14-5 of the Securities and Exchange Act. (II) In addition to the matters mentioned above, any resolution unapproved by the Audit Committee but approved by more than two- thirds of the directors. II. Regarding the situation of an independent director’s recusal of conflict of interest, the name of the independent director, proposal, reasons for the recusal, and participation in the voting shall be described: None. III. Communication between independent directors and internal chief auditor/CPAs (major matters, methods and results of communica- tion on the Company’s financial and business conditions shall be included). (I) The internal audit is conducted according to the annual audit plan , and the internal audit report is submitted to the independent di- rectors for review before the end of the following month of the audit date. If the independent directors have any question or instruc- tion after review, they shall ask or inform the chief auditor. (II) The Company’s internal control statement is submitted to the Audit Committee. (III) In every meeting concerning the submission or discussion of financial statements, the independent auditors are invited to explain the audit results and opinions to be provided. (IV) The independent directors can learn about the Company’s operating (including financial business) and audit status through the audit reports provided regularly by the Board of Directors, Audit Committee and audit units. The independent directors can also have good communication with the CPAs through various reports and channels (such as telephone, the Line app and emails). |
| Matters referred to in Article 14-5 of the Securities and Exchange Act: | Matters referred to in Article 14-5 of the Securities and Exchange Act: | Matters referred to in Article 14-5 of the Securities and Exchange Act: | |
|---|---|---|---|
| Audit Committee Date and term |
Proposal | Opinions of all the in- dependent directors and actions taken by the Company on such opinions |
|
| July 1, 2022 | Changing the use of funds of the follow-on offering in 2021 (sec- ond time). |
Approved by all inde- pendent directors. |
|
| November 8, 2022 | 2023 auditing plan | Approved by all inde- pendent directors. |
|
| Endorsement and guarantee for the subsidiary, Sen-Hsin Energy Co.,Ltd.(HualienSchoolSolar Energy Case) |
Approved by all inde- pendent directors. |
Note:
- * Where an independent director resigned before the end date of the year, the date of resignation shall be specified in the Remarks column, and the actual presence rate (%) shall be calculated based on the number of the Audit Committee meetings and the actual number of the presence during the period on board.
* Where the independent directors were re-elected before the end date of the year, the new and former independent directors shall both be specified, and the status of independent directors (resigned, newly elected or re-elected) and the date of re-election shall be indicated in the Remarks column. The actual presence rate (%) shall be calculated based on the number of Audit Committee meetings and the actual number of the presence during the period on board.
19
(3) Status of corporate governance, deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons for such deviations
| Evaluation item | Operation status (Note) | Operation status (Note) | Operation status (Note) | Deviations from the Corpo- rate Governance Best Prac- tice Principles for TWSE/TPEx Listed Compa- nies, andreasons thereof |
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Has the Company established and disclosed the corporate governance best practice principles based on the Corporate Governance Best-Prac- tice Principles for TWSE/TPEx Listed Compa- nies? |
|
The Company has established and implemented the “Corporate Governance Best Practice Principles.” |
No significant deviation. |
|
| II. Shareholding structure and shareholder’s eq- uity (I) Does the Company have an internal procedure and handle shareholders’ suggestions, doubts, disputes, and litigations accordingly? |
|
The Company has not established internal procedures; however, we have appointed a spokesperson and a dep- uty spokesperson to make public announcements and address matters related to the shareholders’ sugges- tions, doubts and disputes according to relevant proce- dures. If legal issues are involved, they will be handled by le- galpersonnel. |
No significant deviation. |
|
| (II) Does the Company have the name list of the major shareholders who actually control the Company and the persons who have the ulti- mate control of the major shareholders? |
|
The Company has commissioned professional stock service agents to handle the matter and report infor- mation on the shareholding of the directors, supervi- sors, managerial officers and major shareholders monthly. There are also designated personnel responsi- ble for addressing relevant matters, making the Com- pany able to actually control the list of major share- holders. |
No significant deviation. |
|
| (III) Has the Company established and implemented risk control and firewall mechanisms between the Company and the affiliates? |
|
The Company has established the “Procedures for Trading with Specific Companies, Group Enterprises andRelatedParties”andimplemented accordingly. |
No significant deviation. |
|
| (IV) Has the Company established internal regula- tions to prohibit insiders from using the infor- mation not available to the market to trade se- curities? |
| The Company has established relevant internal control regulations. |
No significant deviation. |
|
| III. Composition and responsibility of Board of Di- rectors (I) Does the Board of Directors have diversified policies regulated and implemented substan- tively according to the composition of the members? |
|
All Board of Directors members of the Company have practical experiences in all aspects of corporate opera- tions. |
No significant deviation. |
|
| (II) Apart from the Remuneration Committee and Audit Committee, has the Company set up other functional committees at its own discre- tion? |
| The Company has set up a Remuneration Committee and an Audit Committee, and will establish other func- tional committees if needed. |
The Company will take ac- tions, if needed, according to relevant laws. |
|
| (III) Does the Company have evaluation regulations and methods for the performance of the Board of Directors, and conduct regular performance evaluationevery year? |
|
The Company has established and implemented the “Regulations Governing the Performance Evaluation of the Board of Directors.” |
No significant deviation. |
|
| (IV) Does the Company review the independence of the CPAs on a regular basis? |
|
The CPAs of the Company do not belong to any related party, and their employment and dismissal need to be approved by the Board of Directors. The CPAs have also avoided direct or indirect conflict of interests; none ofthem lack independence. |
No significant deviation. |
|
| IV. Has the TWSE/TPEx listed Company set up a full-time (or part-time) corporate governance unit or personnel to be in charge of corporate governance affairs (including but not limited to furnishing information required for business execution by directors and supervisors, han- dling matters relating to Board of Directors meetings and shareholders meetings according to laws, handling corporate registration and amendment registration and producing minutes of Board of Directors meetings and sharehold- ersmeetings)? |
|
On February 21, 2023, the Board of Directors approved the establishment of a Corporate Governance Officer to be responsible for corporate governance related mat- ters. |
No significant deviation. |
|
| V. Has the Company established a communication channel for the stakeholders (including but not limited to shareholders, employees, customers and suppliers), set a shareholder section on the Company’s website, and responded to the stakeholders regarding their concerns over the material issues on corporate social responsibil- ities? |
|
The Company has established a teamwork structure ac- cording to different departments and positions, com- municated with stakeholders of relevant business (in- cluding banks, customers and suppliers), and disclosed the phone numbers of the spokesperson, deputy spokesperson and stock service agents on MOPS as communication channels. We have also established a stakeholdersectiononthe Company’s website. |
No significant deviation. |
|
| VI. Does the Company commission a professional | | The Stock Transfer Department Department of the | No significant deviation. |
20
| Evaluation item | Operation status (Note) | Operation status (Note) | Operation status (Note) | Deviations from the Corpo- rate Governance Best Prac- tice Principles for TWSE/TPEx Listed Compa- nies, andreasons thereof |
|---|---|---|---|---|
| Yes | No | Summary | ||
| stock service agent to deal with the matters of shareholders’ meetings? |
President Securities Corporation is the stock service agent ofthe Company. |
|||
| VII. Disclosure of information (I) Has the Company established a website for dis- closure of finance, business, and corporate gov- ernance information? |
| The Company has established a website to disclose in- formation related to financial business and corporate governance. The link of the website is: http://luxe.com.tw. |
The Company has recon- struct our website and im- prove the disclosure of re- lated information in near fu- ture. |
|
| (II) Has the Company adopted other means to dis- close information (e.g., English website, desig- nation of specific personnel to collect and dis- close corporate information, implementation of a spokesperson system, disclosure of investor conferences on the Company’s website)? |
|
The Company has appointed different personnel to col- lect and disclose our information according to business types. We have also developed a spokesperson system and reported it in compliance with laws, and linked our financial information to MOPS. We will improve dis- closures on our English website in consideration of the actual needsinourbusiness operations. |
No significant deviation. |
|
| (III) Has the Company announced and reported an- nual financial statements within two months af- ter the end of a fiscal year, and announced and reported Q1, Q2, Q3 financial statements and the operation status of each month in advance ofthe prescribed deadline? |
| The Company had announced and reported financial statements for each term within the prescribed period and had not done so in advance as mentioned in the col- umn on the left. |
We will assess the possibility of announcing annual finan- cial statements in advance ac- cording to future operation status. |
|
| VIII.Does the Company have other information that enables a better understanding of the Compa- ny's corporate governance practices (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholders’ rights, continuing education of directors/supervisors, implementation of risk management policies and risk assessment standards, implementation of customer poli- cies, and insuring against liabilities of Compa- ny's directors and supervisors)? |
|
(I) The Company has implemented protection of em- ployee rights in line with laws. (II) The Company’s Employee Welfare Committee has played its role and implemented employee care. (III)The Company has designated personnel to com- municate with investors and announce real-time important information of the Company. By doing so, the Company secures the protection of investor rights. (IV)The Company has developed long-term collabora- tion with suppliers for mutual benefits; we’ve maintained close relationship and worked together perfectly. (V) Stakeholders’ rights: The Company has ensured the stakeholders’ rights and directors’ recusal from proposals involving any possible conflict of inter- est under the laws and regulations. (VI)Continuing education of directors/supervisors: The Company irregularly notifies the directors and su- pervisors about securities regulation amendments and provides relevant information. We’ve also con- ducted continuing education in line with the regu- lations of the competent authority. (VII)Risk management policies, practices, and risk as- sessment standards: The Company has established internal policies pursuant to laws, and performs risk management and assessment accordingly. (VIII)Implementation of customer policies: The Com- pany maintains smooth communication channels between ourselves and customers; the implementa- tion status remains well. (IX)The Company has taken out insurance against lia- bilities for our directors and supervisors to reduce and diversify the risk of material damage to the Company and the shareholders caused by the direc- tors’ faulty orcareless behavior. |
No significant deviation. |
|
| IX. Please describe the improvements made based on the latest corporate governance evaluation result announced by the Corporate Governance Center of TWSE in the most recent year, and the prioritized improvements and measures for the areas to be improved. (There is no needed to be described forthe companies that arenotincludedinthe evaluation): Not applicable. |
Note: The operation status shall be described in the summary column no matter whether “yes” or “no” is selected.
21
- (4) If the Company has a remuneration committee, its formation, responsibilities, and operation shall be disclosed:
The Company has set up the Remuneration Committee to make assessment of the remuneration to directors, supervisors and managerial officers of the Company, and provided the Board of Directors with the assessment result as a reference for evaluating the performance of the above personnel and determining their remuneration.
(A) Information on Remuneration Committee members is listed in the table below:
| Mem- ber Type |
Criteria Name |
Whether this person has more than five years of work experience and the following professional qualifica- tions |
Whether this person has more than five years of work experience and the following professional qualifica- tions |
Whether this person has more than five years of work experience and the following professional qualifica- tions |
Compliance with independence requirements (Note 2) | Compliance with independence requirements (Note 2) | Compliance with independence requirements (Note 2) | Compliance with independence requirements (Note 2) | Compliance with independence requirements (Note 2) | Compliance with independence requirements (Note 2) | Compliance with independence requirements (Note 2) | Compliance with independence requirements (Note 2) | Number of other pub- lic compa- nies where the mem- ber also serves in a Remuner- ation Commit- tee |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Lecturer or higher level in- structor at a public or private col- lege or uni- versity in business, law, fi- nance, ac- counting or other fields related to the busi- ness of the Company |
Judge, public prosecutor, attorney at law, CPA, or other profes- sionals li- censed by na- tional exams that are perti- nent to the operation of the Company |
Work experi- ence in busi- ness, law, fi- nance, account- ing, or other ar- eas re- quired for the business of the Com- pany |
1 |
2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | |||
| Inde- pendent director |
Chao-Lai Chen |
| | | | | | | | | None | ||||
| Inde- pendent director |
Tung-Han Yang |
| | | | | | | | | | None | |||
| Others | Hsien- Chang Lin |
| | | | | | | | | None |
Note 1: Please fill in “director,” “independent director” or “others” for member type.
Note: Place a “ ” in the box below if each member meets the following conditions at any time during active duty and two years prior to the date elected.
(1) Not an employee of the Company or our affiliates.
(2) Not a director or supervisor of the Company or our affiliates (except for an independent director of the Company, or the parent of the Company, or a subsidiary in which the Company directly or indirectly holds more than 50% voting shares).
(3) Not the person, the spouse and minor children (or in the name of others) who hold more than 1% of total issued shares of the Company or one of the Top 10 shareholders who are natural persons.
(4) Not a spouse, a relative within the second degree of kinship, or a relative within the third degree of lineal kinship of any of the parties mentioned in previous three paragraphs.
(5) Not a director, supervisor or employee of an corporate shareholder holding more than 5% of the issued shares of the Company, or of the Top 5 corporate shareholders.
(6) Not a director, supervisor, managerial officer, or shareholder holding more than 5% of the issued shares of a specific company or institution having business or financial transactions with the Company.
(7) Not a professional, proprietor, partner, company or the owner, partner, director, supervisor, managerial officer or spouse of the professional consulting entities providing services or consultation in business, law, finance, accounting and other for the Company or our affiliates.
(8) None of the circumstances under Article 30 of the Company Act applies to the person.
Note 3: If the member is a director, the compliance with Paragraph 5, Article 6 of the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter” shall be specified.
22
(B)The operation of the Remuneration Committee:
I.The Remuneration Committee of the Company is comprised of 3 members.
II.Duration of service for the current (5th) term: The duration of current members’ services is from July 1, 2022 to June 20 2025, the Remuneration Committee held 1 meeting (A) in 2023. The qualifications of the members and their attendance to the meetings are as follows: (C) The qualifications of the members and their attendance to the meetings are as follows:
| Title | Name | Actual number of presence (B) |
Number of presence by proxy |
Actual presence rate(%) (B/A)(Note) |
Remarks |
|---|---|---|---|---|---|
| Convener | Chao-Lai Chen |
1 | 0 | 100% | Due to the general re-election of directors, the Board of Directors reappointed the current remuner- ation members on July 1, 2022. |
| Member | Shuang-Hsi Tsou |
0 | 0 | 0% | |
| Member | Hsien- ChangLin |
1 | 0 | 100% | |
| Other items to be stated: None. I. If the Board of Directors does not adopt or revise the suggestions of the Remuneration Committee, the date, term and proposal of the Board of Directors meeting, the Board of Directors resolution and actions taken by the Company on the Remuneration Committee’s opinions shall be specified (if the amount of remuneration adopted by the Board of Directors is higher than that suggested by the Remuneration Committee, the differences and reasons must be indi- cated): None. II. For any resolution of the Remuneration Committee for which dissent or reservation is expressed by any of the mem- bers and recorded in the minutes or a written statement, the date, term and proposal of the Remuneration Committee meeting, opinions of all members and actions taken on such opinions shall be specified: None. |
-
Note: (1) Where a Remuneration Committee member resigned before the end date of the year, the date of resignation shall be specified in the Remarks column, and the actual presence rate (%) shall be calculated based on the number of Remuneration Committee meetings and his/her actual number of presence during the period on board.
-
(2) Where the Remuneration Committee members were re-elected before the end date of the year, the new and former members shall both be specified, and the status of the members (resigned, newly elected or re-elected) and the date of re-election shall be indicated in the Remarks column. The actual presence rate (%) shall be calculated based on the number of the Remuneration Committee meetings and the actual number of the presence during the period on board.
| (VI)Thepractice of corporate social responsibility | (VI)Thepractice of corporate social responsibility | (VI)Thepractice of corporate social responsibility | (VI)Thepractice of corporate social responsibility | (VI)Thepractice of corporate social responsibility |
|---|---|---|---|---|
| Evaluation item | Operation status (Note1) | Deviations from the Corpo- rate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Compa- nies and theReasons therefor |
||
| Yes | No | Summary (Note 2) | ||
| I. Does the Company conduct risk assessment for environmental, social and corporate gov- ernance issues related to the Company’s oper- ations in accordance with the materiality prin- ciple, and formulate relevant risk manage- ment policies or strategies? (Note 3) |
| The Company has not established relevant risk management policies or strategies. However, we have established the CSR best practice princi- ples and been compliant with the corporate gov- ernance related laws and regulations. The Com- pany upholds operational safety as a premise, pursues the balance between profits and risks, and protects the rights of all shareholders, credi- tors and employees. The Company also reviews the effectiveness of implementation appropri- ately. |
The Company will establish relevant risk management policies or strategies appro- priately in the future. |
|
| II. Does the Company have a dedicated (concur- rent) unit that promotes corporate social re- sponsibility? Does the Board of Directors au- thorize the management to handle relevant matters? Are handling results reported to the Board of Directors? |
| The Company has not established a dedicated (concurrent) unit for corporate social responsi- bility. |
The Company will establish relevant unit appropriately in the future. |
|
| III. Environmental issues (I) Does the Company have an appropriate envi- ronmental management system established in accordance with its industrial characteristics? |
| In recent years, the Company has been dedicated to the green energy industry of solar power gen- eration. In addition to building solar power plants for customers, the Company has also built its own solar power plants to contribute to the environmentalprotectionofthe earth. |
There is no significant devia- tion from Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| (II) Is the Company committed to enhance the utilization efficiency of resources and use re- newable materials that have low impact on the biological material? |
| The Company has set up resource recycle and waste sorting facilities in all offices and facto- ries to enhance the utilization efficiency of all resources. |
There is no significant devia- tion from Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| (III) Does the Company assess the current and fu- ture risks and opportunities which climate change potentially brings to the Company, |
| The Company follows the environmental laws and policies of the government, implements waste sorting to improve recycle and reuse rate, and disseminates energysaving. |
There is no significant devia- tion from Corporate Social Responsibility Best Practice |
23
| Evaluation item | Operation status (Note1) | Operation status (Note1) | Operation status (Note1) | Deviations from the Corpo- rate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Compa- nies and theReasons therefor |
|---|---|---|---|---|
| Yes | No | Summary (Note 2) | ||
| and adopt climate change related counter- measures? |
Principles for TWSE/TPEx Listed Companies. |
|||
| (IV) Does the Company make statistics of the greenhouse gas emissions, water consump- tion and total waste weight in the past two years? Does the Company have policies for energy saving and carbon reduction, reduction of greenhouse gas emissions, reduction of water consumption or other waste management pol- icies? |
| All kinds of waste produced by the Company have been recovered by qualified company in accordance with laws and regulations. Moreo- ver, for many years, the Company has been dedicated to the R&D of products that can im- prove utilization efficiency of renewable en- ergy, as well as the integration of the system engineering (such as solar power and small wind turbines). These can help save energy, re- duce carbonand protect the environment. |
The Company will enhance relevant matters and manage- ment policies appropriately in the future. |
|
| IV. Social issues (I) Does the Company have management poli- cies and procedures in accordance with rele- vant regulations and international human rights conventions? |
| The Company has established work rules and management guidelines according to labor re- lated laws and regulations to protect the em- ployees’ legal rights. No employee has received differential treatment or discrimination for their race, class, nationality, religion, age, gender, disability, marriage, pregnancy, and sexual and socialorientation. |
There is no significant devia- tion from Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| (II) Does the Company establish and implement reasonable employee benefit measures (in- cluding remuneration, leave and other bene- fits)? Is the operating performance or results properly reflected in the remuneration for em- ployees? |
| The Company regulates employee leaves in ac- cordance with the Labor Standards Act. We’ve set up the Employee Welfare Committee, pro- vided employee welfare, and reflected the oper- ating performance or results properly in the re- muneration for employees according to the pro- cedures of internal control system and payroll and personnel cycle. |
There is no significant devia- tion from Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| (III) Does the Company provide employee with a safe and healthy work environment, and pro- vide safety and health education to employees regularly? |
|
The Company regularly conducts training on fire safety, disseminates knowledge about it, cooperates with medical institutions and pro- vides health check-ups for employees, and for- bids smoking to build a healthy environment in the workplace. We also balance the physical and mental development of employees by set- ting up clubs and organizations, holding club activities on a regular basis, and inviting em- ployees’ families to the activities. |
There is no significant devia- tion from Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| (IV) Does the Company have effective programs for development and training regarding em- ployees’ career skills? |
| The Company has arranged continuing educa- tional or training projects and courses for the personnel (e.g. quality control and accounting managers as well as audit personnel). |
There is no significant devia- tion from Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| (V) Does the Company conform to the relevant regulations and international standards with respect to customer health and safety, cus- tomer privacy, marketing and labeling for products and services? Does the Company es- tablish the relevant consumer rights protec- tionpolicies and complaint procedures? |
| In addition to establishing the “Procurement Management Guidelines” and “Supplier Man- agement Guidelines”, the Company has ob- tained the 401 original manufacturer certifica- tion from the Ministry of Economic Affairs and has been certified as a qualified supplier of 23KV GIS. |
There is no significant devia- tion from Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| (VI) Does the Company have a supplier manage- ment policy that requires suppliers to comply with the regulations concerning environmen- tal protection, occupational safety and health or labor rights? What’s the status of its imple- mentation? |
| The Company conducts assessment before col- laborating with the suppliers according to the supplier management policy, follows relevant laws and regulations with the suppliers, and de- votes ourselves to enhancing the corporate so- cial responsibility. |
There is no significant devia- tion from Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| V. Does the Company use internationally ac- cepted report preparation standards or guide- lines as a reference in compiling the CSR re- port and other reports disclosing non-finan- cial information of the Company? Are assurance or guarantee opinions acquired from any third-party verifying entity for the aforementionedreports? |
| The Company has not prepared any corporate social responsibility report; we will prepare it appropriately according to regulations in the fu- ture. |
The Company will make preparations appropriately ac- cording to regulations in the future. |
|
| VI. In the event that the Company has established corporate social responsibility best practice principles in accordance with the “Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies”, please describe the deviations between the current practices and the established principles: |
24
| Evaluation item | Operation status (Note1) | Operation status (Note1) | Operation status (Note1) | Deviations from the Corpo- rate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Compa- nies and theReasons therefor |
|---|---|---|---|---|
| Yes | No | Summary (Note 2) | ||
| The Company has established Ethical Corporate Management Best Practice Principles, and Procedures for Ethical Management and Guide- lines for Conduct based on the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”, and imple- mented themgradually and systematicallyinconsiderationofthe operational needs.Therehasno significant deviation fromthePrinciples. |
||||
| VII. Other information useful for understanding of the implementation of the corporate social responsibility: In recent years, the Company has been dedicated to research and development, and has been contracted to integrate power systems for environmentally friendly renewable energy (e.g., wind power and solar photovoltaic), and has also built its own solar power plant to contribute to theEarth's environmentalprotectionand contribute to social responsibility suchas energy conservationand carbon reduction. |
||||
| Note 1: The operation status shall be described in the summary column no matter whether “yes” or “no” is selected. |
Note 2: If having prepared a corporate social responsibility report, the Company may specify the method and index for query of the report as an alternative for the summary description.
| (VI)Implementationofethical management | ||||
|---|---|---|---|---|
| Evaluation Items | Operation status (Note) | Deviations from “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” andreasons thereof |
||
| Yes | No | Summary | ||
| I. Development of ethical management policies and programs (I) Does the Company have an honest management policy approved by the Board of Directors, and does it state in its bylaws and external documents its honest management policy and practices, as well as the commitment of the Board of Directors and senior management to actively implement the management policy? |
|
The Company has established the “Ethical Cor- porate Management Best Practice Principles,” “Procedures for Ethical Management and Guidelines for Conduct,” and “Code of Ethical Conduct” for the employees to follow. |
There is no significant deviation from Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| (II) Has the Company established an assessment mechanism for the risk of dishonesty behaviors? Does the Company regularly analyze and assess business activities with a higher risk of dishonesty in the business scope, and formulate a plan to pre- vent dishonesty conduct, which at least covers the acts specified in Paragraph 2, Article 7 of the “Eth- ical Corporate Management Best Practice Princi- plesfor TWSE/TPEx Listed Companies”? |
|
The Company has established regulations, such as the “Ethical Corporate Management Best Practice Principles,” “Procedures for Ethical Management and Guidelines for Conduct,” and “Code of Ethical Conduct,” and irregularly ex- plained and disseminated them at meetings for employees to follow. |
The Company will take actions according to ac- tual needs and relevant laws. There is no signifi- cant deviation. |
|
| (III) Does the Company specify the operating proce- dures, conduct guidelines, disciplinary and griev- ance systems for non-compliance in its dishonesty prevention program, and implement them, and reg- ularly review and revise the previously disclosed program? |
|
In the “Ethical Corporate Management Best Practice Principles,” “Procedures for Ethical Management and Guidelines for Conduct,” and “Code of Ethical Conduct,” the Company has explicitly forbidden behaviors such as bribery and illegal political donations. Punishment will be imposed according to the regulations if any violation isfound. |
The Company will take actions according to ac- tual needs and relevant laws. There is no signifi- cant deviation. |
|
| II. Implementation of ethical management (I) Does the Company evaluate the integrity records of its counterparties and specify the integrity terms in the contracts it signs with them? |
|
The Company performs credit checking on counterparties, and fulfills the contracts signed with the counterparties in a business relation- ship to implement the idea of ethical manage- ment. |
No significant deviation. | |
| (II) Does the Company have a dedicated unit under the Board of Directors to promote honest corporate management and report regularly (at least once a year) to the Board of Directors on its policies on honest management and plans to prevent dishonest practices andmonitortheir implementation? |
| The Company has not set up a dedicated unit in charge of promotion of our corporate ethical management; however, any complaint about vi- olations of the ethical management principles can be filed immediately and directly to the President. |
The Company will take actions, if needed, ac- cording to relevant laws. |
|
| (III) Does the Company have a policy to prevent con- flict of interest, provide appropriate channels for presentation, and implement it? |
|
The Company has established regulations, such as the “Ethical Corporate Management Best Practice Principles,” “Procedures for Ethical Management and Guidelines for Conduct,” “Employee Work Rules,” “Code of Ethical Conduct” and “Insider Trading Prefention Reg- ulations”, and set up opinion mailboxes and otherchannels. |
There is no deviation from the Corporate Social Responsibility Best Prac- tice Principles for TWSE/TPEx Listed Companies. |
|
| (IV) Does the Company have an effective accounting system and internal control system for the imple- mentation of honest management, and has an in- ternal audit unit prepare an audit plan based on the assessment results of the risk of dishonest acts, and |
|
The Company has established effective ac- counting and internal control systems, and set up an internal audit unit to prepare relevant au- dit plans to audit the compliance with the un- ethical conduct prevention plans. |
There is no significant deviation from Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies. |
25
| Evaluation Items | Operation status (Note) | Operation status (Note) | Operation status (Note) | Deviations from “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” andreasons thereof |
|---|---|---|---|---|
| Yes | No | Summary | ||
| check the compliance of the dishonest act preven- tion plan accordingly, or has an accountant been appointed to performthe audit? |
||||
| (V) Does the Company organize internal or external education and training on a regular basis to main- tain ethical management? |
| The Company has not organized internal or ex- ternal education and training on a regular basis to maintain ethical management. Since the foundation of the Company, the Board of Di- rectors and the management team have upheld the idea of and followed the principles of hon- est and robust operation, and further made rele- vant declaration and implementation at all meetings. |
The Company will take actions according to ac- tual needs. |
|
| III. Operation of the whistleblower reporting system (I) Does the Company have a specific whistleblower reporting and rewarding system, and has it estab- lished a channel to facilitate reporting and as- signed appropriate staff to receive reports on the subject? |
| The Company has not set up a specific whistle- blower reporting and rewarding system. How- ever, the employees may report or file a com- plaint to the President with the help of the de- partment head. The Company will then desig- nate appropriate personnel to deal with the re- ported matters while ensuring that the whistle- blower will not receive inappropriate punish- mentforwhistleblowing. |
The Company will take actions according to ac- tual needs. |
|
| (II) Does the Company have standard operating proce- dures for investigation of whistleblowing cases, follow-up measures to be taken after the comple- tion of the investigation and the relevant confiden- tialitymechanism? |
| Same as the above. | The Company will take actions according to ac- tual needs. |
|
| (III) Has the Company adopted any measures to protect whistleblowers from being improperly treated due to whistleblowing? |
| Same as the above. | No significant deviation. | |
| IV. Enhancement of information disclosure Has the Company disclosed the Ethical Corporate Management Best Practice Principles and imple- mentation results on the website and MOPS? |
| The Company has established the “Ethical Corporate Management Best Practice Princi- ples” and “Procedures for Ethical Manage- ment and Guidelines for Conduct” for the employees tofollow. |
The Company's website has been redesigned and will be updated with rele- vant information. |
|
| V. If the Company has established ethical corporate management best practice principles based on the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies,” please describe any difference between the current practices and the established principles: The Company has established the “Ethical Corporate Management Best Practice Principles” and implemented them gradually and system- aticallyinconsiderationofthe operational needs.Therehasno significant deviation fromthePrinciples. |
||||
| VI. Other important information that is helpful to understand the implementation of the ethical corporate management: (e.g. reviews and amendments of the Ethical Corporate Management Best Practice Principles established by the Company) The Company has established the Ethical Corporate Management Best Practice Principles and Procedures for Ethical Management and Guidelines for Conduct,and made amendments appropriatelyin consideration of operational development. |
Note 1: The operation status shall be described in the summary column no matter whether “yes” or “no” is selected.
- (VII) If the Company has established Corporate Governance Best Practice Principles and relevant regulations, the ways through which they can be searched for shall be disclosed:
The Company has established relevant regulations, such as the “Code of Ethical Conduct,” “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Management and Guidelines for Conduct.” When the reconstruction of the Company's website is completed, the regulations may be searched for and viewed on the website.
-
(VIII)Summary of resignation and dismissal of personnel related to the financial statements (including the Chairman, Presidents, Chief Accounting Officer and Internal Chief Auditor) in the most recent year up to the publication date of the prospectuses: None.
-
(IX) Other important information that is helpful to understand the implementation of the corporate governance: None.
26
IV. Information on CPAs’ professional fees
| Name of CPA firm |
Name | of CPA | Audit fee (Unit: NTD thou- sand) |
Non-audit fee (Unit: NTD thousand) | Non-audit fee (Unit: NTD thousand) | Non-audit fee (Unit: NTD thousand) | Non-audit fee (Unit: NTD thousand) | Non-audit fee (Unit: NTD thousand) | If the ver |
CPA’s sthe wh |
audit period co- olefiscalyear |
Re- marks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| System de sign |
- Business registration |
Human re- source |
Others (Note) |
Subto- tal |
Yes | No | Audit period | |||||
| Baker Tilly Clock & Co |
Yin-Lai Chou |
Chia-Yu Lai |
2,000 | 40 | 150 | 190 | V | January 1, 2022 - De- cember 31, 2022 |
| Fee item Breakdown of amount |
Fee item Breakdown of amount |
Audit fee | Non-audit fee | Total |
|---|---|---|---|---|
| 1 | Less than NT$2,000 thousand | V | V | |
| 2 | NT$2,000 thousand (inclusive) - NT$4,000 thousand | V | V | |
| 3 | NT$4,000 thousand (inclusive) - NT$6,000 thousand | |||
| 4 | NT$6,000 thousand (inclusive) - NT$8,000 thousand | |||
| 5 | NT$8,000 thousand (inclusive) - NT$10,000 thou- sand |
|||
| 6 | Over NT$10,000 thousand (inclusive) |
Note:
-
When the percentage of non-audit fees paid to the CPAs, the CPAs' firms and their affiliates is at least one-fourth of the audit fees: None (please refer to the above table).
-
When the Company changes the CPA firm and the amount of the professional fees paid for auditing services during the year in which the change is made is lower than that for the previous year: None.
-
When the amount of the professional fees paid for auditing services is lower than that for the previous year by 15% or more: None.
V. Information on change of CPAs: None.
- (I) Former CPA
| Former CPA | |||||
|---|---|---|---|---|---|
| ChangeDate | Not applicable | ||||
| Reasons and description of change |
|||||
| Whether the appointment is terminated or not accepted by the client or CPA |
Party Situation |
CPA |
Client | ||
| Voluntary termination of ap- pointment |
|||||
| Declination of appointment (re- newal) |
|||||
| Opinions and reasons for issu- ance of audit reports in the most recent two years, exclud- ing unqualified opinions |
Not applicable | ||||
| Any differences in opinions be- tween CPA and issuer |
Yes | Accounting principle orpractice | |||
| Disclosure of financial statements | |||||
| Audit scope or step | |||||
| Others | |||||
| None | |||||
| Description | |||||
| Other disclosures | Not applicable |
27
| (II) | Succeeding CPA | Succeeding CPA |
|---|---|---|
| Name ofCPA firm | Not applicable | |
| Name of CPA | ||
| Date ofappointment | ||
| Matters and results of the con- sultation on accounting treat- ment methods or accounting principles for specific transac- tions and possible issuance of financial statements prior to the appointment |
Not applicable |
|
| Written opinions of the suc- ceeding CPA on the matters re- garding which the former CPA has expressed dissent |
Not applicable |
(III) The former CPA's written response to the matters in Article 10(5)(1) and (2)(c) of the Guidelines: Not applicable.
VI. The Company’s Chairman, Presidents, or managerial officers responsible for handling financial or accounting affairs who held a position in a firm of the CPA or any of its affiliates in the most recent year: None.
28
VII. Transfer of equity and changes in pledge of equity conducted by directors, supervisors, managerial officers, and shareholders holding more than 10% of the shares in the most recent year up to the publication date of this annual report:
- I. Details of equities changed by directors, supervisors, managerial officers, or shareholders holding more than 10% of the shares:
| Unit: share | Unit: share | Unit: share | Unit: share | Unit: share | Unit: share | ||
|---|---|---|---|---|---|---|---|
| Title | Name | FY2021 | FY2022 | As of March 27,2023 | |||
| Increase (de- crease) in shares held |
Increase (decrease) in shares pledged |
Increase (de- crease) in shares held |
Increase (decrease) in shares pledged |
Increase (de- crease) in shares held |
Increase (de- crease) in shares pledged |
||
| Corporate di- rector |
Quintain Steel Co.,Ltd. | - | 1,922,688 |
- |
- |
- |
|
| Representative: Hsie-Chia Chen |
- | - |
- |
- |
- |
- |
|
| Corporate di- rector |
Chia Chi SDRY Enterprise Co.,Ltd. |
1,046,160 | - |
395,329 |
- |
- |
1,200,000 |
| Representative: Chieh-Jen Chen) |
- | - |
- |
- |
- |
- |
|
| Corporate di- rector |
Pao Li Tou Investment Co.,Ltd. |
943,738 | - |
- |
- |
||
| Representative: Chin-Lung Liu |
- | - |
- |
- |
- |
- |
|
| Corporate di- rector |
Chateau International De- velopment Co.,Ltd. |
180,670 | |||||
| Representative: Kuo-Fang Yu |
- | - |
- |
- |
|||
| Director | Pin-ChunChen | - | - |
- |
- |
||
| Director | Chia-YungCheng | 39,918 | - |
- |
|||
| Director | Fu-Tsai Liu | - | - |
92,400 |
- | - |
- |
| Director | Ming-Chieh Hsu | - | - |
- |
- |
- |
- |
| Independent director |
Chao-Lai Chen | - | - |
- |
- |
- |
- |
| Independent director |
Shuang-Hsi Tsou | - | - |
- |
- |
- |
- |
| Independent director |
Tung-Han Yang | - | - |
- |
- |
- |
- |
| President | Pang-Kuan Yang (resigned on August 31,2022) |
103,885 | - |
- |
- |
- |
- |
| President | Hsie-Chia Chen ( new on September 1,2022) |
- | - |
- |
- |
- |
- |
| Vice President | Chun-Hsiang Teng (new on May 9,2022) |
- | - |
- |
- |
- |
- |
| VicePresident | Shih-Chang Chien | 32,100 | - | 2,100 |
- | - |
- |
Note: The directors and independent directors of the Company were fully re-elected at the annual general meeting of shareholders on June 21, 2022.
II. The counterparties of equity transfers being related parties: None.
III. The counterparties of equity pledges being related parties: None.
29
VIII. Information on the mutual relationship of the Top 10 shareholders in terms of proportion of shareholding if they are a related party, spouse, or a relative within the second degree of kinship referred to in SFAS No.6
| (Shares Unit: Shares)Information Date: March 27,2023 | (Shares Unit: Shares)Information Date: March 27,2023 | (Shares Unit: Shares)Information Date: March 27,2023 | (Shares Unit: Shares)Information Date: March 27,2023 | (Shares Unit: Shares)Information Date: March 27,2023 | (Shares Unit: Shares)Information Date: March 27,2023 | (Shares Unit: Shares)Information Date: March 27,2023 | (Shares Unit: Shares)Information Date: March 27,2023 | (Shares Unit: Shares)Information Date: March 27,2023 | |
|---|---|---|---|---|---|---|---|---|---|
| Name | Shares held | Shareholdings of spouse and minor children |
Shareholdings in the name of others |
The title or name and relation- ship of the Top 10 shareholders having a mutual relationship as a related party, spouse or a rela- tive within the second degree of kinship |
Re- marks |
||||
| Shares | Sharehold- ing ratio |
Shares | Share- hold- ing ratio |
Share s |
Share- holding ratio |
Title (or name) |
Relationship | ||
| Quintain Steel Co., Ltd. | 14,603,953 | 10.03% |
- | - | - |
- |
Since She Co., Ltd |
Subsidiary | - |
| Responsible person: Chen-Tse Wang |
- | - |
- | - | - | - | - | - | - |
| Concord International Securi- ties Co., Ltd. |
14,323,009 | 9.84% |
- | - | - |
- |
Pao Li Tou In- vestment Co., Ltd. |
Corporate di- rector |
- |
| Responsible person: Wen-Tsu Wang |
- | - |
- | - | - | - | - | - | - |
| HsiaTi Investment Co.,Ltd. | 10,395,959 | 7.14% | - | - | - | - | - | - | |
| Responsible person: Chia- Yung Cheng |
610,189 | 0.004% |
- | - | - | - | - | - | |
| Asahi Enterprises Corp. | 8,473,450 | 5.82% |
- | - | - | - | - | - | |
| Responsible person: Chung- HsienChen |
- | - |
- | - | - | - | Mi-Chuan Chen | Second-degree relative |
|
| Pao Li Tou Investment Co., Ltd. |
8,301,575 | 5.70% |
- | - | - | - | - | - | - |
| Responsible person: Mi-Chuan Chen |
- | - |
- | - | - | - | Chung-Hsien Chen |
Second-degree relative |
- |
| Chia Chi SDRY Enterprise Co.,Ltd. |
6,042,890 | 4.15% |
- | - | - | - | - | - | |
| Responsible person: Nien- Chen Hsueh |
- | - |
- | - | - | - | - | - | |
| Chun-Hao Hu | 4,238,270 | 2.91% |
- | - | - | - | - | - | - |
| CITI PRIVATE BANK Europe S |
3,306,760 |
2.27% |
- | - | - | - | - | - | - |
| Wen-AnChang | 3,089,090 | 2.12% | - | - | - | - | - | - | - |
| Since She Co., Ltd. | 2,943,968 | 2.02% |
- | - | - | - | Quintain Steel Co.,Ltd. |
Parent com- pany |
- |
| Responsible person:Cheng- ChengHsieh |
- | - |
- | - | - | - | - | - | - |
Note 1:The Top 10 major shareholders shall all be specified. For corporate shareholders, their names and the names of their representatives shall be listed separately.
Note 2:The shareholding ratio is calculated based on the shares held by the person and his/her spouse or minor children, or held by the person under others’ names.
Note 3:The relationships between the aforementioned shareholders, including juridical and natural persons, shall be disclosed.
30
IX. The total number of shares held in the same invested business by the Company and the directors, supervisors and managerial officers thereof, and any companies controlled either directly or indirectly by the Company, and the comprehensive shareholding ratio is calculated in a consolidated manner
holding ratio |
is calculated in a consolidated manner |
is calculated in a consolidated manner |
is calculated in a consolidated manner |
is calculated in a consolidated manner |
is calculated in a consolidated manner |
is calculated in a consolidated manner |
|---|---|---|---|---|---|---|
| Unit: thousand shares; % (as of December31,2022) | ||||||
| Invested business (Note) |
Investment of the Company | Investment of directors, supervi- sors, managerial officers and di- rectly or indirectly controlled business |
Comprehensive Investment |
|||
| Shares | Shareholding ratio |
Shares | Shareholding ratio |
Shares | Shareholding ratio |
|
| Le Hua Investment Co., Ltd. | 2,000 | 100% | 0 | 0% | 2,000 | 100% |
| Luxe Solar Energy Co., Ltd. | 500 | 100% | 0 | 0% | 500 | 100% |
| Sen-Hsin Energy Co.,Ltd. | 66,900 | 100% | 0 | 0% | 66,900 | 100% |
| Chin Lai International Devel- opment Co., Ltd. |
18,000 | 100% | 0 | 0% | 18,000 | 100% |
| Kai Shih Energy Co., Ltd. | 255 | 51% | 0 | 0% | 255 | 51% |
| Wan Chuan Construction Co.,Ltd. |
6,300 | 52.5% | 0 | 0% | 6,300 | 52.5% |
31
Four.Fundraising Status
I. Capital and shares
-
(I) Capital sources
-
Capitalization process
| Year and month | Issue price (NTD) |
Authorized capital | Authorized capital | Paid-in capital | Paid-in capital | Remarks | Remarks | Remarks | Remarks | Remarks | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares (share) |
Amount (NTD) |
Shares (share) |
Amount (NTD) |
Capitalsources | Invest- ment by property other than cash |
Others | |||||
| Follow-on offering |
Capitalization of earnings and employee dividend |
Capitalization of capital re- serves |
|||||||||
| Earnings | Employee dividend |
||||||||||
| May 1978 Establishment registra- tion |
10 | 300,000 | 3,000,000 |
300,000 |
3,000,000 |
3,000,000 Fully paid contribution |
- |
- | - | - | - |
| January1981 | 10 | 1,200,000 | 12,000,000 |
1,200,000 |
12,000,000 |
9,000,000 |
- |
- | - | - | - |
| September 1984 | 10 | 1,600,000 | 16,000,000 |
1,600,000 |
16,000,000 |
4,000,000 |
- |
- | - | - | - |
| April 1985 | 10 | 2,000,000 | 20,000000 |
2,000,000 |
20,000,000 |
4,000,000 |
- |
- | - | - | - |
| August 1986 | 10 | 3,500,000 | 35,000,000 |
3,500,000 |
35,000,000 |
15,000,000 |
- |
- | - | - | - |
| November 1988 | 10 | 5,000,000 | 50,000,000 |
5,000,000 |
50,000,000 |
15,000,000 |
- |
- | - | - | - |
| November 1989 | 10 | 8,000,000 | 80,000,000 |
8,000,000 |
80,000,000 |
30,000,000 |
- |
- | - | - | - |
| November 1990 | 10 | 12,000,000 | 120,000,000 |
12,000,000 |
120,000,000 |
16,000,000 |
16,000,000 |
- |
8,000,000 | - |
- |
| September 1993 | 13 | 16,200,000 | 162,000,000 |
16,200,000 |
162,000,000 |
30,000,000 |
12,000,000 |
- |
- | - | - |
| October 1994 | 10 | 19,440,000 | 194,400,000 |
19,440,000 |
194,400,000 |
- |
22,680,000 | - |
9,720,000 | - |
- |
| June 1997 | 20 | 32,000,000 | 320,000,000 |
32,000,000 |
320,000,000 |
75,162,150 |
48,600,000 |
1,837,850 |
- |
- | Note 1 |
| August 1998 | 10 | 38,600,000 | 386,000,000 |
38,600,000 |
386,000,000 |
- |
32,000,000 | 2,000,000 |
32,000,000 |
- |
Note 2 |
| September 1999 | 18 | 55,760,000 | 557,600,000 |
55,760,000 |
557,600,000 |
130,000,000 | 38,600,000 |
3,000,000 |
- |
- | Note 3 |
| October 2000 | 10 | 67,272,000 | 672,720,000 |
67,272,000 |
672,720,000 |
- |
55,760,000 | 3,600,000 |
55,760,000 |
- |
Note 4 |
| September 2001 | 10 | 71,308,320 | 713,083,200 |
71,308,320 |
713,083,200 |
- |
13,454,400 | - |
26,908,800 | - |
Note 5 |
| October 2002 | 10 | 74,873,736 | 748,873,736 |
74,873,736 |
748,873,736 |
- |
21,392,496 | - |
14,261,664 | - |
Note 6 |
| April 2005 | 10 | 150,000,000 | 1,500,000,000 |
75,461,971 |
754,619,710 |
- |
- | - | - | - | Note 7 |
| May2005 | 10 | 150,000,000 | 1,500,000,000 |
86,132,549 |
861,325,490 |
- |
- | - | - | - | Note 8 |
| August 2005 | 10 | 150,000,000 | 1,500,000,000 |
86,156,078 |
861,560,780 |
- |
- | - | - | - | Note 9 |
| November 2005 | 10 | 150,000,000 | 1,500,000,000 |
88,909,017 |
889,090,170 |
- |
- | - | - | - | Note 10 |
| July 2006 | 10 | 150,000,000 | 1,500,000,000 |
92,214,897 |
922,148,970 |
- |
- | - | - | - | Note 11 |
| May 2007 | 10 | 200,000,000 | 2,000,000,000 |
100,485,429 |
1,004,854,290 |
- |
- | - | - | - | Note 12 |
| August 2007 | 13.2 | 200,000,000 | 2,000,000,000 |
150,485,429 |
1,504,854,290 |
500,000,000 | Note 13 |
||||
| September 2007 | 10 | 200,000,000 | 2,000,000,000 |
159,650,099 |
1,596,500,990 |
Note 14 |
|||||
| December 2007 | 10 | 250,000,000 | 2,500,000,000 |
159,708,922 |
1,597,089,220 |
Note 15 |
|||||
| April 2010 | 4 | 250,000,000 | 2,500,000,000 |
209,708,922 |
2,097,089,220 |
500,000,000 | Note 16 |
||||
| November 2011 | 3.46 | 350,000,000 | 3,500,000,000 |
249,708,922 |
2,497,089,220 |
400,000,000 | Note 17 |
||||
| November 2014 | 2.67 | 350,000,000 | 3,500,000,000 |
299,708,922 |
2,997,089,220 |
500,000,000 | Note 18 |
||||
| February 2017 | 1.20 | 600,000,000 | 6,000,000,000 |
599,708,922 |
5,997,089,220 |
3,000,000,00 0 |
Note 19 |
||||
| November 2018 | 10 | 600,000,000 | 6,000,000,000 |
65,967,982 |
659,679,820 |
Note 20 |
|||||
| September 2019 | 11 | 600,000,000 | 6,000,000,000 |
95,967,982 |
959,679,820 |
300,000,000 | - | - | - | Note 21 |
|
| September 2021 | 12.6 | 600,000,000 | 6,000,000,000 |
135,967,982 |
1,359,679,820 |
400,000,000 | - | - | - | Note 22 |
|
| October 2022 | 10 | 600,000,000 | 6,000,000,000 |
145,485,742 |
1,454,857,420 |
95,177,600 | Note 23 |
Note 1: Approved by Letter (1997) Tai-Tsai-Cheng (1) No. 46518 of the Securities and Futures Commission, Ministry of Finance on June 13, 1997. Note 2: Approved by Letter (1998) Tai-Tsai-Cheng (1) No. 67450 of the Securities and Futures Commission, Ministry of Finance on August 3, 1998. Note 3: Approved by Letter (1999) Tai-Tsai-Cheng (1) No. 77855 of the Securities and Futures Commission, Ministry of Finance on September 7, 1999. Note 4: Approved by Letter (2000) Tai-Tsai-Cheng (1) No. 73181 of the Securities and Futures Commission, Ministry of Finance on August 28, 2000. Note 5: Letter (2001)Tai-Tsai-Cheng (1) No. 148017 of the Securities and Futures Commission, Ministry of Finance, dated July 24, 2001. Note 6: Approved by Letter (1999) Tai-Tsai-Cheng-Yi-Tzu No. 09104007 of the Securities and Futures Commission, Ministry of Finance on July 23, 2002. Note 7: Approved by Letter Jing-Shou-Shang-Tzu No. 09401057440 of the Ministry of Economic Affairs on April 7, 2005. Note 8: Approved by Letter Jing-Shou-Shang-Tzu No. 09401091320 of the Ministry of Economic Affairs on May 24, 2005. Note 9: Approved by Letter Jing-Shou-Shang-Tzu No. 09401150220 of the Ministry of Economic Affairs on August 3, 2005. Note 10: Approved by Letter Jing-Shou-Shang-Tzu No. 09401241080 of the Ministry of Economic Affairs on November 29, 2005. Note 11: Approved by Letter Jing-Shou-Shang-Tzu No. 09501168830 of the Ministry of Economic Affairs on August 7, 2006. Note 12: Approved by Letter Jing-Shou-Shang-Tzu No. 09601096220 of the Ministry of Economic Affairs on May 8, 2007. Note 13: Approved by Letter Jin-Guan-Zheng-Yi-Tzu No. 0960050268 of the Financial Supervisory Commission, Executive Yuan on May 31, 2007 Note 14: Approved by Letter Jing-Shou-Shang-Tzu No. 09601222720 of the Ministry of Economic Affairs on September 11, 2007. Note 15: Approved by Letter Jing-Shou-Shang-Tzu No. 09601298270 of the Ministry of Economic Affairs on December 6, 2007. Note 16: Approved by Letter Jing-Shou-Shang-Tzu No. 099010926000 of the Ministry of Economic Affairs on May 10, 2010. Note 17: Approved by Letter Jing-Shou-Shang-Tzu No. 10001269960 of the Ministry of Economic Affairs on November 10, 2011. Note 18: Approved by Letter Jing-Shou-Shang-Tzu No. 10301169920 of the Ministry of Economic Affairs on August 27, 2014. Note 19: Approved by Letter Jing-Shou-Shang-Tzu No. 10601030360 of the Ministry of Economic Affairs on May 16, 2017. Note 20: Approved by Letter Jing-Shou-Shang-Tzu No. 10701137840 of the Ministry of Economic Affairs on November 14, 2018; a reduction of NT$5,337,409,400 in capital to make up accumulated losses.
32
Note 21: Approved by Letter Jing-Shou-Shang-Tzu No. 10801115120 of the Ministry of Economic Affairs on September 12, 2019. Note 22: Approved by Letter Jing-Shou-Shang-Tzu No. 11001175430 of the Ministry of Economic Affairs on September 17, 2021. Note 23: Approved by Letter Jing-Shou-Shang-Tzu No. 11101186970 of the Ministry of Economic Affairs on October 3, 2022.
2. Type of share
| Unit: share;March 27,2023 | Unit: share;March 27,2023 | Unit: share;March 27,2023 | Unit: share;March 27,2023 | |
|---|---|---|---|---|
| Types of share | Authorized capitalstock | Remarks | ||
| Outstanding shares | Unissued shares | Total | ||
| Registered common shares |
145,485,742 shares | 454,514,258 shares | 600 thousand thousand shares |
Listed company’s stocks |
(II) Shareholder structure
| March 27,2023 | ||||||
|---|---|---|---|---|---|---|
| Shareholder struc- ture Quantity |
Govern- ment agency |
Financial in- stitution |
Other corpo- rate bodies |
Individual | Foreign in- stitution and foreigner |
Total |
| Number ofpeople | - | 2 | 50 | 14,072 | 24 | 14,148 |
| Shares held | - | 1,306 | 69,820,377 | 65,204,134 | 10,459,925 | 145,485,742 |
| Shareholding ratio (%) |
- | 0.001 | 47.992 | 44.818 | 7.189 | 100 |
(III) Distribution of equity
| Shareholding ratio (%) - 0.001 (III) Distribution of equity |
Shareholding ratio (%) - 0.001 (III) Distribution of equity |
47.992 | 44.818 7.189 100 |
44.818 7.189 100 |
44.818 7.189 100 |
|---|---|---|---|---|---|
| Face valueper share$10;March 27,2023 | |||||
| Shareholding range | Number of shareholders |
Shares held | Shareholding ra- tio(%) |
||
| 1 to 999 shares |
5,407 | 848,066 | 0.583 | ||
| 1,000 to 5,000 shares |
7,115 | 13,489,814 | 9.272 | ||
| 5,001 to 10,000 shares |
813 | 6,395,424 | 4.396 | ||
| 10,001 to 15,000 shares |
289 | 3,534,565 | 2.429 | ||
| 15,001 to 20,000 shares |
142 | 2,662,302 | 1.830 | ||
| 20,001 to 30,000 shares |
130 | 3,284,050 | 2.257 | ||
| 30,001 to 40,000 shares |
47 | 1,673,951 | 1.151 | ||
| 40,001 to 50,000 shares |
44 | 2,026,09 | 1.393 | ||
| 50,001 to 100,000 shares |
80 | 5,788,624 | 3.979 | ||
| 100,001 to 200,000 shares |
40 | 5,712,069 | 3.926 | ||
| 200,001 to 400,000 shares |
12 | 2,970,232 | 2.042 | ||
| 400,001 to 600,000 shares |
4 | 1,845,832 | 1.269 | ||
| 600,001 to 800,000 shares |
4 | 2,792,529 | 1.919 | ||
| 800,001 to 1,000,000 shares |
1 | 870,980 | 0.599 | ||
| Over 1 thousand,001 shares | 20 | 91,591,205 | 62.955 | ||
| Total | 14,148 | 145,485,742 | 100 | ||
| (IV) List of major shareholders: Top 10 shareholders | March 27,2023 | ||||
| Shareholdings Name of majorshareholder |
Holding shares (shares) |
Shareholding ratio (%) | |||
| QuintainSteelCo.,Ltd. | 14,603,953 | 10.038 | |||
| ConcordInternationalSecurities Co.,Ltd. | 14,323,009 | 9.845 | |||
| HsiaTi Investment Co.,Ltd. | 10,395,959 | 7.146 | |||
| Asahi Enterprises Corp. | 8,473,450 | 5.824 | |||
| PaoLi TouInvestment Co.,Ltd. | 8,301,575 | 5.706 | |||
| Chia ChiSDRY Enterprise Co.,Ltd. | 6,042,890 | 4.154 | |||
| Chun-HaoHu | 4,238,270 | 2.913 | |||
| CITI PRIVATE BANK Europe S | 3,306,760 | 2.273 | |||
| Wen-AnChang | 3,089,090 | 2.123 | |||
| Since She Co.,Ltd. | 2,943,968 | 2.024 |
(V) Information on market price, net worth, earnings, and dividend per share and related information in the most recent two years
| Unit: NTD; thousand shares | Unit: NTD; thousand shares | Unit: NTD; thousand shares | |
|---|---|---|---|
| Item | Year | 2021 | 2022 |
| Highest | 24.50 | 35.50 |
33
Unit: NTD; thousand shares
| Item | Year | Year | 2021 |
2022 |
|---|---|---|---|---|
| Market price per share |
Lowest | 14.85 | 15.35 | |
| Average | 17.11 | 20.46 | ||
| Net worth per share |
Before allocation | 12.08 | 11.41 | |
| After allocation | 11.18 | (Note 4) | ||
| Earnings per share | Weighted average shares (thousand shares) | 109,301 | 145,553 | |
| Earnings per share |
Before adjustment | 0.94 | 0.31 | |
| After adjustment | 0.94 | 0.31 | ||
| Dividends per share |
Cashdividends | 0.20 | 0.25 (Note4) | |
| Bonus share | Stock dividend from retained earnings |
0.70 | 0.285 (Note 4) | |
| Stock dividend from capital reserve |
- | 0.065 (Note 4) | ||
| Accumulated unpaid dividend | - | - | ||
| ROI analysis | P/E ratio (Note 1) | 16.61 | 64.51 | |
| P/D ratio (Note2) | 85.55 | 81.84(Note4) | ||
| Cash dividend yield (Note 3) | 1.16% | 1.22% (Note 4) |
Note 1: P/E ratio = Average closing price per share for the year/Earnings per share.
Note 2: P/D ratio = Average closing price per share for the year/Cash dividend per share.
Note 3: Cash dividend yield = Cash dividend per share/Average closing price per share for the year.
Note 4: Approved by the resolution at the Board of Directors meeting on February 21, 2023; to be determined by the resolution at the shareholders’ meeting on May 24, 2023.
- (VI) The Company's dividend policy and implementation status
1.Dividend policy of the Company
If having a profit in the final accounting of the year, the Company shall first pay taxes and make up any cumulative losses in accordance with laws, and then set aside 10% of the said earnings as legal reserves, unless such legal reserves reach the amount of the Company’s paid-in capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws may require. If there is any residual balance, it shall be, together with the undistributed earnings carried from previous years, used as dividends for shareholders. The Board of Directors shall draft an earnings distribution proposal and submit it to the shareholders’ meeting for approval.
2. Implementation status of dividends
For the 2022 earnings distribution, on February 21, 2023, the Board of Directors of the Company determined upon resolution to distribute cash dividend of NT$ 0.25 per share and share dividend of NT$ 0.35 per share.
- (VII) The effect of the allocation of bonus shares proposed this year on the Company's operating performance and earnings per share: None.
(VIII)Employee dividend and remuneration to directors and supervisors
- The scope of employee dividend and remuneration to directors and supervisors as stated in the Articles of Incorporation:
Profits concluded by the Company in a fiscal year are subject to employee remuneration of no less than 1%, which may be distributed in shares or in cash, upon the resolution of the Board of Directors. Such resolution is based on the suggestion of the Remuneration Committee and shall be approved by a majority of the directors present at a Board of Directors meeting attended by over two-thirds of the total number of directors. The employees receiving the remuneration include those of the Company’s parents or subsidiaries who meet certain requirements set by the Board of Directors. Up to 1% of the aforementioned profit may be distributed as director remuneration based on the suggestion of the Company’s Remuneration Committee and upon the approval of a majority of the directors present at a Board of Directors meeting attended by over two-thirds of the total number of directors. The proposal for distribution of remuneration to employees and directors shall be reported to the shareholders’ meeting. However, if the Company has accumulated loss, an amount used to cover the loss shall be set aside before distribution of the remuneration to employees and directors at the percentages mentioned above.
- The basis for calculation of the remuneration to employee and directors, the calculation of the number of shares for the share-based remuneration to employees, and the accounting treatment of any discrepancies between the actually distributed calculated amounts in the current period
If there is a major change in the distributed amount determined at a Board of Directors meeting upon resolution before the approval and publication date of the annual separate financial statements, the annual expenditure set aside shall be adjusted accordingly. If there are any changes in the amount after the approval and publication date of the annual separate financial statements, it shall be handled as a change in accounting estimates, be ad-
34
justed and entered up in accounting of the following year. If employee remuneration is determined to be distributed in shares upon resolution at the shareholders’ meeting, the number of share dividends shall be a result of dividing the determined distribution amount by the fair value per share. The fair value per share refers to the closing price (in consideration of the effects of the ex-dividend and ex-rights) on the day immediately before the resolution date of the Board of Directors.
-
The distribution of remuneration approved by the Board of Directors:
-
(1) The amount of the remuneration to employees, directors and supervisors distributed in cash or share: If there is any discrepancy from the estimated amount of the expenses recognized in the year, the discrepancy, the reason for the discrepancy, and the status of the treatment shall be disclosed:
The remuneration to employees and directors of the Company in 2022 was NT$ 456,105 and NT$0 thousand respectively. There was no discrepancy from the estimated amount.
-
(2) The amount of the remuneration to the employees in the form of stocks, and share of that amount as a percentage of the sum of the net income after tax for the current period and total employee remuneration: None.
-
Report of the distribution status and result of remuneration at the shareholders’ meeting:
The Company’s proposal for earnings distribution is to be determined by the resolution at the shareholders’ meeting on May 24, 2023.
- The actual distribution status of remuneration to employees, directors and supervisors in the previous year (including the distributed shares, amount, and stock price), and, if there is any discrepancy from the recognized remuneration to employees, directors and supervisors, the discrepancy, the reason for the discrepancy, and the status of the treatment shall be described;
The proposal for earnings distribution of the Company in 2021 was approved by the Board of Directors on April 22, 2022 with the remuneration distributed to employees and directors was NT$1,145,180 and NT$0 thousand, respectively. There was no discrepancy from the estimated amount.
(VIII)Buyback of the Company’s shares: None.
-
V. Issuance of corporate bonds (including overseas corporate bonds): None.
-
VI. Issuance of preferred shares: None.
-
VII. Participation in the issuance of overseas depository receipts: None.
-
VIII. Issuance of employee stock option certificates: None.
-
IX. Status of new restricted employee shares: None.
-
X. Status of mergers and acquisition: None.
-
XI. Issuance of new shares in connection with succession to shares of other companies: None.
35
Five.Operation Overview
I. Business content
-
(I) Business scope
-
Main content of the Company’s business
-
a. Design, manufacturing, installation, and purchase and sales of high and low voltage power receiving and distribution panels, automatic control panels, motor starter panels, and test instruments.
-
b. Design, manufacturing, installation, and purchase and sales of gas insulated switchgear, gas condensers, and their parts and components.
-
c. Design, manufacturing, installation, and purchase and sales of all kinds of pollution prevention equipment and their parts and components.
-
d. All kinds of electrical engineering (including transformers).
-
e. Design, manufacturing, and purchase and sales of all electric-electronic teaching equipment.
-
f. Design of and undertaking all electrical engineering and plumbing.
-
g. Computer programming and software design and data processing.
-
h. Purchase and sales of computer software and hardware.
-
i. Manufacturing, purchase and sales of all piping equipment for water supply.
-
j. Design, manufacturing, installation, and purchase and sales of software and hardware for automation of logistic systems.
-
k. Design, manufacturing, installation, and purchase and sales of software and hardware related to computer network and communications.
-
l. Design, manufacturing, installation, and purchase and sales of warehouse system related equipment.
-
m. Design of remote sensing and control and monitoring systems, as well as installation, manufacturing, purchase and sales of their equipment.
-
n. Fire Safety Equipment Installation Engineering
-
o. Wholesale of Refractory Materials
-
p. Piping Engineering
-
q. Electric Appliance Construction
-
r. Refrigeration and air conditioning engineering.
-
s. Import and export trading of products related to all aforementioned items.
-
t. All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
-
-
Revenue percentage
q. Electric Appliance Construction r. Refrigeration and air conditioning engineering. s. Import and export trading of products related to all aforementioned items. t. All business activities that are not prohibited or restricted by law, except those that are subject to special approval. Revenue percentage |
q. Electric Appliance Construction r. Refrigeration and air conditioning engineering. s. Import and export trading of products related to all aforementioned items. t. All business activities that are not prohibited or restricted by law, except those that are subject to special approval. Revenue percentage |
q. Electric Appliance Construction r. Refrigeration and air conditioning engineering. s. Import and export trading of products related to all aforementioned items. t. All business activities that are not prohibited or restricted by law, except those that are subject to special approval. Revenue percentage |
q. Electric Appliance Construction r. Refrigeration and air conditioning engineering. s. Import and export trading of products related to all aforementioned items. t. All business activities that are not prohibited or restricted by law, except those that are subject to special approval. Revenue percentage |
q. Electric Appliance Construction r. Refrigeration and air conditioning engineering. s. Import and export trading of products related to all aforementioned items. t. All business activities that are not prohibited or restricted by law, except those that are subject to special approval. Revenue percentage |
|---|---|---|---|---|
| Unit: NTD thousand | ||||
| Year Majorproduct |
FY2022 | FY2021 | ||
| Sales amount | Percentage | Sales amount | Percentage | |
| Constructionand engineeringrevenue | 83,617 | 29.70% | 93,322 | 28.76% |
| Sales revenue | 72,165 | 25.63% |
121,433 | 37.43% |
| Electricityretailingrevenue | 1179,012 | 42.27% |
79,993 | 24.66% |
| Service revenue | 0 | 0 |
25,829 |
7.96% |
| Others | 6,726 | 2.39% | 3,869 | 1.19% |
| Total | 281,520 | 100.00% | 324,446 | 100.00% |
3. Current products (services) of the Company
The system engineering of the Group includes turnkey construction of substations and for solar power generation and cogeneration, as well as design and construction related to hydropower engineering. The development of green energy, including solar power, is the main business of the Company. We receive commission from customers, build solar power plants for them, and aim to increase the number of related projects. In the most recent two years, the ratio of green energy revenue to total revenue has skyrocketed to 75%. Since 2018, we’ve constructed our own solar power plants. In 2019, we bought Chin Lai International Development Co., Ltd. to develop solar electricity retailing business, which accounted for more than 10% of the total revenue in 2020 and became one of the main business of the Company. In addition, being one of the largest professional heavy electricity companies in Taiwan, the Group mainly produces electrical engineering products, including distribution panels, transformers, electrical engineering equipment, and network supervising products. Other products and service lines including import, export and trading of goods, authorization agency business, inspection and repairing, testing and maintenance mainly bring non-recurring revenue.
- New products (services) under planning
36
The Group is a qualified original manufacturer of high and low voltage distribution panels and is verified by the Bureau of Energy. The Group used to have many certifications from Taiwan Power Company, but part of them are now invalid or not updated and thus suspended. The Group has been actively regaining relevant rights and certifications currently and enhancing business collaboration between us and Taiwan Power Company. In February 2018, we passed the 23KV GIS certification and obtained the approval document (Taiwan Power Company, TsaiTzu No. 1078012609 dated February 13, 2018) to become a qualified supplier. As for the 50KVA and 167KVA pad-mounted transformer certifications for qualified suppliers, the Company has made use of our R&D capacity and skills, integrated relevant departments and performed vertical integration on the upstream and downstream of the supply chain, and adopted lab accreditation and qualification related to the equipment (TAF lab accreditation and qualified original manufacturer certification granted by the Bureau of Energy). On January 2018, we applied for the manufacturing ability certification of 50KVA and 167KVA pad-mounted transformers, and the application has currently entered the Phase-1 document review stage. We expected to receive the certificate from Taiwan Power Company in 2021 Q2. Then, we will resubmit the application to become one of the suppliers in the supply chain of Taiwan Power Company for the manufacturing of the equipment concerned.
(II) Industry overview
- Current status of the industry and its development
Since 2000, the issues of global climate change and greenhouse effect have been increasingly prominent, and further brought a serious threat to human life and the environment of the Earth. Thus, it is extremely important to take the sustainable development of energy and green technology into consideration. In recent years (2014-2017), to reduce GHG emissions and slow the rate of global climate change, the UN Climate Change Conference took actions and implemented the Paris Agreement that just came into effect. Nearly 200 countries voluntarily took actions to reduce carbon, and the Conference suggested that all countries propose the commitment letter upon agreement “Intended Nationally Determined Contribution (INDC)” to address carbon emission reduction. Since 2020, the United Nations Framework Convention on Climate Change has been put into effect as the basis for climate-related actions. Meanwhile, the costs of renewable energy (mainly solar photovoltaics and wind power) technologies significantly decreased, which facilitated the monumental growth of renewable energy. According to Renewables 2019, the annual report on the global renewable energy market made by the International Energy Agency (IEA), the installed capacity of global renewable energy (solar, wind, geothermal and bioenergy power) had increased from 414GW in 2009 to 1,650GW in 2019. Currently, renewable energy accounts for 12.9% of total power generation around the globe. Over the past 10 years, the installed capacity has increased more than 2,300GW globally. It is estimated that in 2040, renewable power generation will skyrocket to 11,951 TWH, and between 2018 and 2030, the global average costs of solar power will decrease by 50%, while total solar photovoltaics and wind power capacity will increase by 23% and 11%, respectively. Moreover, renewable energy excluding hydropower is expected to increase by 8% and surpass coal-fired power in the late 2030s. In addition, Renewable Energy Policy Network for the 21st Century (REN21) disclosed in their “Renewables 2020 Global Status Report” that the installed capacity of green energy has surpassed the newly-installed capacity of fossil fuel and nuclear power for 5 “consecutive” years. This suggests that we’ve entered a stable era of the Big Green Bang. Thanks to the cost reductions for solar and winder power, the installed capacity of renewable energy reached 200GW last year. This is an all-time record! Among all kinds of energy, solar photovoltaics had an occupancy of 50% (100GW), followed by wind power (60GW) and hydropower (16GW).
IEA’s estimated global power generation between 2020 and 2040, by energy
==> picture [278 x 140] intentionally omitted <==
----- Start of picture text -----
Renewable
COAL
Gas
Hydre
Neclear
Oil
----- End of picture text -----
Source: IEA, “World Energy Outlook 2019.”
37
Major countries around the world have developed energy policies and technologies according to their contexts.They have been dedicated to developing forward-looking energy technologies to reach the goal of energy saving and carbon reduction. Taiwan has rather deficient self-produced energy and highly depends on energy imports, which account for 98% of Taiwan’s energy production. Taiwan is also highly dependent on fossil fuel energy and has an isolated electric power system which lacks of back-ups. Under the extreme volatility of international energy prices and quantity, the increasing pressure of reducing global GHG, and the consistent growth of domestic energy needs, Taiwan faces more serious challenges in terms of energy development comparing to other countries. In view of the issue, Taiwan has established the “Guidelines for Sustainable Energy Policy” and promoted energy saving and carbon reduction plans to create a win-win situation for “energy, environmental protection and economy” policies and goals. Facing various kinds of new and renewable energy and considering domestic natural conditions and energy needs, the more potential technologies include wind, solar (thermal and photovoltaic), biomass, geothermal, ocean, hydrogenic energy and fuel cell. With the cooperation of the industry, government, university and institute over the years, Taiwan has established a certain basis for the aforementioned technologies. The Ministry of Economic Affairs announced the implementation of energy transition and electricity market reform in May 2016. Explicitly aiming at the “2025 nuclear-free homeland” target, the Ministry of Economic Affairs has been dedicated to developing new green energy and increasing the percentage of renewable energy in total power generation to 20%. The target of installed solar photovoltaics in 2025 has significantly increased from 8.7GW to 20GW, in which the ground-mounted type and roof type account for 17GW and 3GW respectively.
Taiwan’s 2025 target for renewable energy
| Installed | capacity of renewable energy (MW) | capacity of renewable energy (MW) | capacity of renewable energy (MW) | Powergeneration of renewable energy (GWh) | Powergeneration of renewable energy (GWh) | Powergeneration of renewable energy (GWh) | |
|---|---|---|---|---|---|---|---|
| Item | |||||||
| 2015 | 2020 | 2025 | 2015 | 2020 | 2025 | ||
| Solar photovol- | 842 | 6,500 | 20,000 | 9 | 81 | 250 | |
taics |
|||||||
| Land-based | 647 | 814 | 1,200 | 15 | 19 | 29 | |
| wind power | |||||||
| Offshore wind | 0 | 520 | 3,000 | 0 | 19 | 111 | |
| power | |||||||
| Geothermal | 0 | 150 | 200 | 0 | 10 | 13 | |
| energy | |||||||
| Biomass en- | 741 | 768 | 813 | 36 | 56 | 59 | |
| ergy | |||||||
| Hydropower | 2,089 | 2,100 | 2,150 | 45 | 47 | 48 | |
| Fuel cell | 0 | 22.5 | 60 | 0 | 2 | 5 | |
| Total | 4,319 | 10,875 | 27,423 | 105 | 272 | 515 |
Source: Complied by the Bureau of Energy, Ministry of Economic Affairs and the IEK, Industrial Technology Research Institute (December 2017).
Solar energy is applicable everywhere for free and unlimited in supply, making it the most abundant energy resource that humans can use. In addition, the use of solar power does not cause environmental pollution, as it being a clean energy. Thanks to the improvement of semiconductor technologies, the costs of solar cells have significantly decreased, making governments around the world rushing to support and develop the key industries that transfers solar radiation into energy. However, at the early stage, the costs of generating electricity with solar energy were higher than those of fossil fuel and nuclear power. If the governments want to promote the installation of solar photovoltaic systems successfully, they need compensation and reward schemes. Japan and Germany are the first countries to develop solar photovoltaic systems. Germany has implemented the Renewable Energy Sources Act (German: Erneuerbare-Energien-Gesetz, EEG) since April 2000, which is an important base for renewable energy development. The Act establishes different feed-in tariff (FIT) systems and states that power distribution companies shall purchase electricity at a guaranteed price without upper limit in quantity within 20 years. Due to the success of promoting renewable energy through FITs in Europe, other countries have quickly followed the example. Now, FITs are the most commonly used tool for developing renewable energy around the world. In June 2008, the Executive Yuan established the “Guidelines for Sustainable Energy Policy” in the hope to make the percentage of renewable energy in total power generation 8% or more by 2025. In June 2009, the key parent law, the Renewable Energy Development Act, was approved and the Renewable Energy Development Fund was established. Meanwhile, referring to the foreign feed-in tariff system, Taiwan Power Company is requested to promote the energy transition policy for the development of the green energy and purchase green electricity at a favorable fixed price for 20 years to encourage the private sectors to install renewable power generation equipment. The Bureau of Energy, Ministry of Economic Affairs, also established the “Million Solar Rooftop PVs Project” and the “Thousand Wind Turbines Project” in March 2012 to accelerate the promotion of installation of renewable energy equipment, including solar and wind power. Currently, Taiwan Government sets the goals of an installed capacity up to 20GW solar photovoltaics by 2025 in the hope to generate 2,500GWh of electricity every year, stimulate an investment to a total amount of NT$1.2 trillion, and provide jobs for 100 thousand people. In 2016, the Executive Yuan developed the “Two-year Solar PV Promotion Plan,” hoping to pioneer and establish bases within 2 years and take medium to long-term solutions and measures to address the core of the issue. The Plan aimed to install 910MW solar photovoltaics on rooftops, including those of the state-owned public agencies and institutions, factories, agricultural
38
facilities and others. Moreover, 610MW ground-mounted solar photovoltaics was to be installed in the areas including the land of the salt industry, the serious land subsidence areas, waters, mothballed landfill sites, and the land that was polluted. Thus, a total of 1.52GW solar photovoltaic systems were to be installed. By developing the application of solar photovoltaics in Taiwan step by step, the total solar photovoltaic installations could reach 2.460MW, and the annual power generation was estimated to reach 307GWh and 1.6 billion tonnes of carbon could be reduced, which were equivalent to the annual carbon reduction amount of 4300 Daan Parks. As of September 2020, the installed capacity of solar photovoltaics was 4.6240GW, which surpassed that in the full year of 2019. Non-governmental construction and installation accounted for 94.05% of the total capacity, which was 4.349GW. Also, in 2019, the installed capacity of solar photovoltaics was 3.5976GW, and the newly added capacity was 1.2554GW, which increased by 31.41% compared with that in the last year (2018). To reach the 2025 target of 20GW of solar photovoltaic installation set by the government, from 2020 to 2025, 3.2805GW capacity needs to be added each year, and the compound annual growth rate (CAGR) must reach 33.94% yearly. Only by reaching these figures can we achieve the goal of the government. Thus, the installation of solar power systems in the future must surpass that in the past years. As a result, the industry environment is very beneficial for solar power system constructors. In the future, before 2025 or reaching the goal of 20GW of solar photovoltaic installation, the domestic business of solar power engineering, procurement and construction (EPC) will achieve a breakthrough growth.
2. Correlation among upstream, midstream and downstream in the industry
The EPC (Engineering, Procurement, Construction) of solar photovoltaics is mainly an integration of the upstream industries including solar cells and PV modules, power conditioners (including inverters, system controllers, and protective devices for parallel connection), support stands, cables, wire distribution cabinets and electricity meters for the construction of power plants. The development of related upstream sectors has been matured and stable in Taiwan. However, the cost of solar power generation in Taiwan is still higher than the electricity billing standard set by Taiwan Power Company, and the people has less desire for installing solar power systems
==> picture [352 x 219] intentionally omitted <==
and generating electricity by themselves. To encourage the public to do so, the Bureau of Energy, Ministry of Economic Affairs, has establish a feed-in tariff system to require that Taiwan Power Company guarantees to purchase electricity generated from renewable energy at a fixed, preferential electricity price for 20 years to attract people to invest in the installation of renewable energy equipment. Thus, the current solar photovoltaics market in Taiwan is still an “investment type” market, meaning that the investors of the solar power systems aim to sell the electricity generated from the invested power generation systems to Taiwan Power Company and gain profit from the investment in the installation in the 20 years instead of generating electricity for themselves. As a result, the target of the government’s policies and its subsidy plans are the key factors of the rise and fall of the solar photovoltaic installation industry at the current phase. Landlords offer private spaces, such as rooftops, idle farmland, pools, ponds and fish farms to solar photovoltaic EPC operators to install solar power systems. They also submit applications to Taiwan Power Company for the parallel connection to electrical grids, sign wholesale contracts, and sell the whole to solar power station investors. The installation of solar power generation systems costs a fortune at the early stage, so the investors usually use bank loans to pay most of the costs and only contribute a little amount by themselves. In the future, they may use the monthly electricity retailing income to pay off the principal and interest of the bank loans and pay the rent to the landlords.
- Development trend of products and their competition status
39
A. Development trend of products:
- (A) Trend of additional energy storage equipment for renewable energy
The two major items of renewable energy, solar and wind power, have the characteristic of being easily affected by seasons and weather, which can cause instability in power supply. To improve unstable renewable energy supply caused by weather, we need energy storage regardless of the scale of the energy storage equipment. The large-scale equipment can be energy storage plants, and the small ones can be containerized systems established around the renewable energy equipment. This will be an important trend in the future. There are three stages to the purpose of developing an energy storage system. Initially, the system can be applied to the ancillary service market to allocate electricity quality. This is the most common way of applying energy storage, and is widely used in each aspect of power generation, transmission, distribution, and utilization. At the middle stage, there are more energy transfer services, which also involve capacity adjustment from introducing renewable energy, and adjustment of electricity utilization in peak and off-peak hours. At the last stage, the main focus is the smart grid for partial self power generation and storage. If the development of energy storage batteries becomes mature at this stage, when we promote various renewable energy equipment, invest in and build solar photovoltaic or wind turbine sites in the future, we can store the surplus electricity and release it to the electric power system if needed. According to TrendForce’s Green Energy Research, the centralized power generation grid becoming distributed is an inevitable trend considering the intellectualization of cities in the future. The capacity of large battery energy storage systems (BESS) around the world will reach 3.2GWh in 2020, and the compound annual growth rate between 2019 and 2024 will reach 22%.
Development of energy storage in the smart grid
==> picture [433 x 243] intentionally omitted <==
- (B) Mandating large power users to install renewable energy equipment
The revised Renewable Energy Development Act passed its third reading in the Legislative Yuan in 2019, which explicitly regulated that the large power users and enterprises in Taiwan must install renewable energy with a certain occupancy. The notice period of the Act will end on September 26, 2020, and its legislative process will be completed in November. It will come into effect on January 1, 2021. In the past, the large power users were unwilling to install renewable energy due to various factors, such as investment income falling short of expectation, consideration of arrangement for power outage when installing parallel connected renewable energy, and concerns about renewable energy generation equipment affecting internal circuits of factories, causing circuit breakers to trip and affecting production capacity. After passing the revised Act, they will be mandated to create relevant installation. According to the regulations established by the Ministry of Economic Affairs, power users with more than 5,000KW of contract capacity shall install green energy with an occupancy of 10% of the contract capacity, which is about 500KW. Alternatives such as energy storage, purchase of the Renewable Energy Certificate, and payment of monetary substitution are allowed. The Ministry also provides a discount on the compulsory capacity for large power users that had installed green energy before the effective date of the regulations; they may offset 20% of the obligated capacity at most with the capacity of the installed energy. After the offset, they can also enjoy an early bird discount of 20% off within 3 years or 10% off within 4 years. It is estimated that more than 300 enterprises will be affected, especially those in the petrochemical, steel, semiconductor and electronic industry. In the next two years, there will be an expected demand for roof type installations.
40
(C) Establishment of large ground-mounted power stations
Except for large power users, in terms of roof type solar system, Taiwan has nearly completed the construction on large public and private houses applicable to develop roof type power stations. Thus, we must change our target to ground-mounted power stations. According to the plans of the Bureau of Energy, Ministry of Economic Affairs, lands related to the salt industry, serious land subsidence, waters, unfavorable agriculture conditions, idle industrial park, and lands that are polluted, or idled by the National Property Administration are potential for energy installation. As of the end of 2018, the updated area of these lands reached nearly 5,000 hectares, and the total capacity was expected to surpass 3GW. Since the second half of 2017, many applications for large groundmounted power stations have been approved in succession, including the installation of a 52.47MW power station in the areas with serious land subsidence and unfavorable agriculture conditions in Xuejia Dist., Tainan City, by the solar power plant system developer, Whole Sun Green Power Co., Ltd., which is a subsidiary of Giga Solar Materials Corp. Also, the subsidiary of the Motech Group, Motech Energy System Co., Ltd., will install a 35MW power station in the serious land subsidence areas in Tainan City. The two large owners of EPC systems have left the price war on the solar power plant market, and reached a higher level and larger scale of construction undertaking.
(D) Solar power plant for fishery and electricity symbiosis
The government has actively promoted energy transition and aimed to increase the share of renewable energy in total power generation to 20% by 2025. To achieve this goal, the government has given every effort to develop ground-mounted solar power generation system, and “fishery and electricity symbiosis” was one of the goals to which the development was accelerated in 2020. The government hoped to develop solar photovoltaics in a “single site, multiple use” manner and improve the environment of fishery by doing so to recreate the magnificence of aquaculture. However, the Council of Agriculture of the Executive Yuan stated that agricultural lands should mainly be used for agricultural production, and the policy of national food safety also relied on it. If Taiwan faces material incidents and is unable to import food from other countries to meet the people’s basic needs, we can achieve such goal by producing food by ourselves and domestically. To be in line with the “2025 nuclear-free homeland” policy, we have developed green energy facilities without affecting the original agricultural production, improved the environment of aquaculture production, prevented extreme weather, facilitated industrial upgrading, and increased income from feed-in tariff for aquaculture farmers to create benefits from a “win-win situation for agriculture (aquaculture) and electricity.” We’ve also planned a modular combination of green energy, technology and aquaculture to achieve the aforementioned benefits. In order to reach the target for green energy, the government has been strongly promoting fishery and electricity symbiosis. On October 31, 2020, the government announced the implementation of the "pioneer zones for fishery and electricity symbiosis" in Xuejia, Tainan and Budai, Chiayi. The total area of the fish farms in these zones reached 2,626 hectares.
At the early stage of the policy, aquaculture farmers were worried about the reduction of the production volume, inconvenient operation and pollution caused by the installation and cleaning of the solar panels. However, according to the research made by the Fisheries Research Institute, Council of Agriculture, the aquaculture farmers can still maintain 70% production capacity of clams, tilapia, grouper and sea bass under 40% of coverage. In summer, the production capacity of clams and sea bass may even surpass that in normal fish farms. The coverage of solar panels may reduce the production capacity of some, but it can provide insulations and resist the heat/cold in summer/winter. In the future, there will be hope to maintain 100% production capacity through further management. Photovoltaics operators can also hire aquaculture farmers to clean and maintain photovoltaic panels. By protecting fish farms and photovoltaic systems, there can be an increase in the farmers’ income and an actual win-win situation for the fishery and electricity industries. In Taiwan, the total area of fish farms is approximately 44 thousand hectares. Considering the coverage to be retained for fishery and electricity symbiosis, the available installed capacity of solar power plant is forecast to be more than 10GW.
B. Competition status of products
The Luxe Group is positioned as an electricity integration expert. When the Group was established, we mainly designed and manufactured products such as distribution panels, transformers, electrical engineering equipment, and network supervising. After development, now we’ve been constructing heavy electrical devices, wind turbines and substations, and had actual performance. The integration technologies we use for solar photovoltaic system engineering are developed from the technologies we originally operated. The Group’s distribution panels and transformers are especially competitive in the industry. Moreover, a cloud-based supervisory system for solar power developed in 2016 allows the investors to supervise on the efficiency of solar power generation in a more stable and convenient way. The system can be connected to PCs and mobile devices such as cellphones, and it even has an alert function. In 2017, we developed the solar DC distribution boxes as well as step-up equipment systems dedicated to solar power with our own brand, which made our integration technologies of solar photovoltaic system engineering more complete. Later, the ground-mounted solar power stations were strongly promoted by the Taiwan Government and further accounted for more than 60% of total stations. As a result, distribution panels and step-up devices that were connected in parallel with Taiwan Power Company’s networks suddenly became the second important materials for solar power systems and accounted for around 10%-15% of
41
total costs. Thus, the Group has soon played an important role in solar power systems, and made the development of solar power and the growth of main business complementary to each other.
-
(III) Technology and R&D overview
-
1.Research development and levels of R&D and technology
-
(1)Source of technology
The Group mainly provides solar system engineering related services. For the construction technologies, we mainly use safe and highly efficient technologies or equipment that have been verified in the industry. These are provided by the construction equipment suppliers; the Group has no dedicated research team or department for them. In terms of the latest technologies, project personnel is appointed to establish projects and do research on them. We’ve also integrated products and technologies from other industries and developed self-owned technologies. For instance, we’ve efficiently integrated technologies of solar power systems and Taiwan Power Company’s interconnected networks with our dedicated engineering method for step-up substations.
- (2)Certification for products in the future
In recent years, the Group has striven for the rights and certifications from Taiwan Power Company and enhanced business collaboration between us. In the recent 4 years, we’ve submitted proposals and documents for the following certifications:
-
A. Taiwan Power Company’s qualified supplier of 23KV GIS certification.
-
B. Taiwan Power Company’s qualified supplier of 25KVA pad-mounted transformer certification.
-
C. Taiwan Power Company’s qualified supplier of 50KVA pad-mounted transformer certification.
-
D. Taiwan Power Company’s qualified supplier of 100KVA pad-mounted transformer certification.
-
E. Taiwan Power Company’s qualified supplier of 167KVA pad-mounted transformer certification.
-
(IV) Long and short-term business development plans
-
(1)Develop light, thin, short and small electrical engineering products (the SF6 series) that are adaptive to high and low voltage as well as a series of underground oil type transformers.
-
(2)Combine the SCADA systems for electricity supervising and electrical engineering integration as well as supervisory networks such as CCTV to increase the benefits from electricity operation and improve the efficiency of human resource management.
-
(3)Increase the ratio of the products developed in Taiwan and use them as substitutions of the imports to combine the products with the market.
-
(4)Improve electrostatic precipitators and their derivative products; enhance our technologies to meet with the demands of the broad domestic market in the future.
-
(5)Equipment for improving harmonics in electric power systems.
(6)R&D of product series related to the electrical equipment on the electricity market in mainland China (110KV ~ 35KV ~ 10KV ~ 400V).
-
(7)R&D of PT/CT 35KV 0.5CL.
-
(8)Apply for the TAF accreditation and 401 distribution panel certification.
-
(9)Cooperate with Taiwan Power Company in the underground cables construction and develop pad-mounted transformers.
42
II. Market and production/sales overview
-
(I) Market analysis
-
1.Regions of distribution (provision) for the Company’s major products (services):
The Company’s major products can be divided into five main categories: system engineering, distribution panels, transformers, supervisory networks, and electrical engineering equipment. System engineering includes turnkey construction of substations and for wind power and cogeneration, as well as design and construction related to hydropower engineering. Distribution panels include high and low voltage power distribution panels, closed type metal-clad switchgears, motor control centers, and gas insulated switchgears. Transformers include potential, current, dry-type and molded transformers. For supervisory networks, we mainly work on the integration of supervisory systems, including remote terminal equipment for computers, software design and programming. We also provide services with respect to repair and maintenance of the aforementioned equipment. There are also nonwoven products and air purifiers.
The sales regions for major products are listed in the table below:
| Unit: NTDthousand | Unit: NTDthousand | Unit: NTDthousand | Unit: NTDthousand | |
|---|---|---|---|---|
| Year Sales region |
FY2022 | FY2021 | ||
| Sales amount | Sales amount | Sales amount | Percentage of sales |
|
| Taiwan | 281,520 | 100% | 324,446 | 100.00% |
| Mainland China | ─ | ─ | ─ | ─ |
| Total | 281,520 | 100% | 324,446 | 100.00% |
- Share of major products
In recent years, with the global trend of energy saving and carbon reduction, the government has been actively promoting green energy and electricity policies, and domestic manufacturers have been making efforts to deploy power stations and energy storage stations in addition to solar energy. In recent years, the Group's business development is divided into three major segments: electrical engineering, renewable energy (solar photovoltaic and energy storage) and engineering. The main client of electrical engineering is Taiwan Power Company; The renewable energy segment includes solar photovoltaic and energy storage (including investment in self-built, maintenance and EPC services), and currently owns about 31,300KW of solar photovoltaic installations, with about 9,400KW still under construction.
- Future supply and demand in this market and growing potential
A. Trend of market supply
The government has strongly promoted green energy policies, took various subsidization measures to encourage the locals to participate in the investment and construction, and attracted investors for the installation of solar power systems with the 20-year feed-in tariff. The current internal rate of return (IRR) of investments in solar power plants can be maintained at around 6% to 7%, and the guaranteed income can attract financial institutions, insurers and large enterprises to invest more than 100 billion NT dollars in consideration of the low interest rate in Taiwan. This has further started a trend of investing in domestic solar power plants. According the statistics of Taiwan Photovoltaic Industry Association, there are a total of 40 system engineering members and about 20 of them are TWSE/TPEx listed companies or have their subsidiaries running business related to solar system engineering. In addition to the large business opportunities in the domestic solar power plants, solar renewable energy has entered the stage of ground-mounted stations and fishery and electricity symbiosis, resulting in billions of investment in solar power plants. If the small and medium system suppliers do not have enough capital, they will face the crisis of being eliminated. Thus, they form strategic alliances or are acquired by other companies to enhance their capital structure and ability to assume risks. Moreover, 25 domestic financial institutions, including Cathay Financial Holdings Co., Ltd. and Chailease Finance Co., Ltd., have actively invested in solar power plants. 9 of the institutions have established financing plans for solar photovoltaic installation, while 6 leasing companies and 3 farmers’ associations, including Chailease Finance Co., Ltd. and Cathay Financial Holdings, have provided different financing plans. Cathay Life Insurance Company, Ltd. under Cathay Financial Holdings has announced that they will invest hundreds of billions in solar power plants, while Chailease Finance has invested in and constructed its own plants. As of the end of May 2020, investment had been made in up to 1,903 plants to a total installed capacity of 550MW and more than 110GWh of electricity had been generated, making Chailease Finance the largest electricity supplier in the private sector in Taiwan. The financial companies not only play an important role of a major investor, but also take actions to make the investment in solar power plants through the 5 major venture funds in Taiwan. It is estimated that the venture funds can invest up to tens of billions in power plants. The Financial Supervisory Commission has also actively introduced funds from banks and life insurance companies to the renewable energy industry through “financing facilities”, “guiding investment,” and “issuance of green bonds”. As for the
43
banks’ loans to the green energy industry, issuance of the green bonds started from May 2017 and there were 56 green bonds issued up to the end of 2020 to the amount of NT$160,700,000 thousand. To sum up, there’s no need to worry about funds in terms of investments in domestic solar power installations in the future, and the investment will surely facilitate the prosperous development of the solar photovoltaics market.
B. Growth trend of demands on the market
The government has actively promoted energy transition and aimed to increase the share of renewable energy in total power generation to 20% by 2025. After many years of effort, Taiwan reached 1GW of newly added capacity for the first time in 2018, which made it officially one of the Top 10 GW solar markets around the world. The outstanding performance in 2018 was mainly a result of the “Two-year Solar PV Promotion Plan” developed by the Bureau of Energy in 2016. The plan helped removing many obstacles to installation, but the trend in 2018 did not reappear in Q2 2019. There was not much existing roof type building volume; if Taiwan was to reach the 1.5GW target, it needed to rely on the development of ground-mounted plants to rapidly increase installed capacity. Nonetheless, Taiwan’s issues on ground-mounted plants had been none other than difficulties with land integration and the lack of feeder lines for interconnected networks. These were also the difficulties that large constructors faced when they deployed EPC systems as well as the main reasons for the sharp fall in installed capacity in H1. Consequently, the Executive Yuan made a decision on the Phase2 construction of the “Two-year Solar PV Promotion Plan” in September 2019, aiming to add a total of 3.7GW capacity in 2019 and 2020 (1.5GW and 2.2GW respectively). They also aimed to increase the accumulated installed solar power capacity to 6.5GW in 2020, earn benefits that worth 222 billion from investments, and create 22 thousand work opportunities. There were three focuses in the plan. The first was industrial parks (including the Industrial Development Bureau, export processing zones, and science parks under the National Science and Technology Council), in which 479MW capacity would be installed. In addition to the new parks where solar photovoltaics facilities were installed on their roofs, the large power users should have these installations. The second was the agriculture, fishery, animal husbandry and electricity symbiosis. The government encouraged compound usage of animal barns to add 120MW capacity each year expectedly. The government also established dedicated agriculture and fishery demonstration areas. One of the areas, the agrivoltaic farm operated by Taiwan Sugar Corporation, had installed 163MW capacity. Another fishery and electricity area had installed 64MW capacity in Tainan and Chiayi. Finally, the central and local governments promoted green energy. For instance, Pingtung Government made a 2-year plan of installing 800MW capacity in the areas with serious land subsidence in 4 townships: Donggang, Linbian, Jiadong, and Fangliao. Tainan City Government also planned to install 150MW capacity each year on rooftops and lands that were available for the change of use.
In the past, when the government established energy policies and guidelines, it failed to request the power users to share the obligation of energy transition. According to Greenpeace’s estimation, there are more than 14 million power users in Taiwan, but 5,000 or more of them consume up to 50% of the electricity, making the electricity consumption ratio imbalanced. However, the responsibility for the development of the energy falls upon the public sector and the whole people. This makes the development of the renewable energy even slower. As a result, the Ministry of Economic Affairs amended the “Regulations for the Management of Setting up Renewable Energy Power Generation Equipment of Power Users above a Certain Contract Capacity” (known as the "Large Power User Regulations"), one of the subordinate law of the “Renewable Energy Development Act”, in 2019. The amendment came into effect in January 2021. According to the Regulations, 10% of the compulsory green energy installations shall be completed within a 5-year grace period. Large power users that signed an contract of over 5,000KW capacity with Taiwan Power Company shall install 10% green energy capacity and at least 500KW compulsory capacity. A total of 508 customer numbers and over 300 enterprises are affected. The large power users may perform the obligation of renewable energy in 3 ways: either installing 10% contract capacity of renewable energy for “self-generation and self-use”, installing energy storage equipment for self-use, or purchasing renewable energy electricity and certificate and paying monetary substitution. If large power users are to save money, the best way would be installing capacity by themselves, followed by the purchase of green electricity or certificate or energy storage equipment. Paying monetary substitution is the most expensive method. According to the Bureau of Energy’s estimation, if all large power users install green electricity equipment, an investment of NT$ 60 billion in green electricity will be made to create 1.05GW (1GW) installed capacity.
To sum up, in response to the trend of global renewable energy development and the government’s implementation of the plan of reaching 20GW solar capacity in 2025, the domestic constructors of solar plant systems have actively promoted ground-mounted solar plants, fishery and electricity symbiosis plants, and the “regulations for large power users.” As a result, the system engineering have been significantly growing, and the development of the industry remains robust.
-
Competitive niche, favorable and unfavorable factors for future development and the countermeasures
-
A. Competitive niche and favorable factors
-
a. Recognized product quality and positive reputation in business
44
Heavy electrical products costs more and the technologies are more complicated, making the development of new products difficult. Once the customers select a specific brand, it will not be changed easily due to the limitation in system specifications. Thus, a stable customer base is favorable for future market expansion and maintenance. The distribution panels and other products that are manufactured by the Company in Taiwan have been approved by Taiwan Power Company. Especially, our 480V power centers and 6.9KV metal-clad switchgears are the models that make us the first approved and qualified manufacturer. In addition to being used by Taiwan Power Company, the products that are approved may increase the reputation of their own and further facilitate future competition on the market.
- b. Being a technique and capital intensive industry and having greater obstacles for newcomers
The heavy electrical industries needs a larger amount of investments in equipment. Moreover, domestic manufacturers have developed technical collaboration with foreign companies for some time, accumulated techniques and experiences to a certain level, and earned a considerably high position in the manufacturing of all types of heavy electrical products. As a result, if new companies are to join the industry, they will most definitely face the issues of the high-cost investments in equipment and the shortage in technical talents. This industry have greater obstacles for new competitors; however, the Company has worked with well-known companies in Europe and obtained the sources of technologies, which makes us extremely competitive on the market.
- c. Undertaking electric power system engineering and improvement of product related technologies and quality
The Group have undertaken overall electric power system engineering and been responsible for their design, planning, manufacturing and construction. We’ve accumulated certain abilities and skills for construction, and cultivated the capability to undertake foreign system engineering. Our construction of supervisory network for computers has been recognized by government-operated enterprises, such as Taiwan Power Company and the Directorate General of Telecommunications. This can facilitate the development of relevant products and markets.
-
(2) Disadvantages and countermeasures
-
a. Labor shortage and increase of labor costs
The rising labor costs and skilled manpower shortage result in the increase of the production costs. Heavy manual jobs assigned to the employees at the lower level, such as sheet metal working, coating, resin infusion, and welding, have run into a situation of labor shortage due to worse work conditions and the production capacity cannot be increased as a result.
Countermeasures:
-
‧ Install automated equipment for powder coating production, punch and die work, winding, etc., and establish semi-automated infusion equipment to significantly increase the percentage of the automation, reduce labor costs, and improve the production quality and efficiency.
-
‧ Introduce foreign workers via legal application procedures to overcome the difficulty in the shortage of labor needed in the worse work conditions.
-
‧ Enhance internal in-service training to improve employees’ techniques and productivity.
-
‧ Improve our technical capability and seek capable subcontractors to increase added-value.
-
b. Impact of the internationalization and liberalization of the industries
It is the established policy of the government to open the market after economic liberalization and internationalization. Especially, since joining the WTO, tariff reduction and cancellation of the internal purchase ratio applicable to the government‑operated enterprises have become inevitable. In this condition, domestic companies are in a situation where foreign companies are striving for the domestic market, and must think how to expand overseas markets.
Countermeasures:
-
‧ Actively collaborate with well-known foreign companies, such as SIEMENS AG, General Electric Company and Merlin Gerin to improve our technical skills.
-
‧ Improve the ability of self-production in Taiwan, localize the parts and components, and enhance our services to improve our competitiveness.
-
‧ Enhance our collaboration with the Industrial Technology Research Institute to improve R&D capabilities in Taiwan and establish self-owned technologies.
-
c. Low capital and risk capacity
45
The method of outsourcing in the heavy electrical engineering industry has changed to turnkey contracts. In addition to negotiating with banks for loans and asking them to support the working capital turnover, we should also increase the ratio of self-owned funds to make ourselves robust in the finance.
-
(II) Key applications and production processes of major products
-
Key application of major products
| Product | Product | Major application |
|---|---|---|
| System engineering | Turnkey construction of substations and for solar power generation and cogeneration; design and con- struction related tohydropowerengineering. |
|
| Electro- mechan- ical equip- ment |
Distribution panels |
161KV and 23KV gas insulated switchgears; 23KV, 13.8KV, and 6.9KV metal-clad switchgears (MCSG); 480V power centers; 480V motor control centers; all types of high and low voltage distribu- tionpanels, starterpanels and controlpanels, powergeneration, energy storage. |
| Transformer | 24KV molded voltage transformers; Pad-mounted transformers; pole type, sealed transformers; high and low voltage charging type potential transformers; current transformers; high and low voltage dis- tribution panels; transformers; reactors; High voltage, direct current transformer/rectifier set (TR-SET) forelectrostatic precipitation. |
|
| Supervisory network |
Unmanned substation construction; remote terminal unit (RTU); supervisory control and data acquisi- tion (SCADA); management information system (MIS). |
|
| Solar Energy Engi- neering EPC |
Power generation and retail business in solar plants | |
| Otherproducts | Productimport, export and authorizationagency business. |
-
Manufacturing process of major products
-
A.System engineering
The full designation of the system engineering is EPC ((Engineering, Procurement, Construction) of solar photovoltaic systems. It is mainly a form of service business that includes engineering, procurement and construction related to solar power plants. It mainly integrates civil engineering and electricity subcontractors to install PV modules, power conditioners (including inverters, system controllers, and protective devices for parallel connection), support stands, cables, wire distribution cabinets and electricity meters, and further reaches the efficiency needed for solar photovoltaic plants.
46
Manufacturing process of distribution panels
==> picture [494 x 669] intentionally omitted <==
----- Start of picture text -----
Material [steel plate] Material [angle iron] Coating and surface treatment Components of distribution
panels
Incoming inspection
Incoming inspection Incoming inspec- Incoming in-
Feeding and inspection Feeding and inspection
Cutting of iron plate
Punching of angle iron
Punching of iron plate
Frame welding
Iron box assembly
Inspection station 1 [inspection of iron box]
Iron box disassembly
Iron box surface treatment
Method 2: Electrostatic powder
Method 1: Paint baking and
coating
coating
Putty Putty
Grinding Grinding
Powder coating
Undercoating
Drying
Drying
Grinding
Top coating
Inspection station 2
Iron box assembly
Assembly and fixing
Legend:
Wiring
: Warehousing
Renovation
Inspection station 3 : Inspection
Packaging
: Operation and inspection
Inspection station 4
: Operation
Warehousing of finished products
OQC
Products leaving the factory
----- End of picture text -----
47
Manufacturing process of transformers
Material
==> picture [250 x 582] intentionally omitted <==
----- Start of picture text -----
CTt
Iron core rolling
Iron core cutting and sawing
Iron core reassembly
Hydroforming
Annealing and forming
CTt
Iron core testing
Coil winding
Coil and iron core assembly
Drying of semi-finished products
Intermediate inspection
Insulating braiding
Molding
Drying
Resin stirring
Vacuum filling
Drying before hardening
Demolding
Drying after hardening
External trimming and bed plate mounting
Final inspection (precision, pressure with-
standing, partial electric discharge testing)
Warehousing
Products leaving the factory
Coil winding
----- End of picture text -----
Legend: : Warehousing : Inspection : Operation and inspection : Operation
48
(III) Supply of major materials
| Name pf majorproduct | Name pf majorproduct | Major material | Majorsource | Supply status |
|---|---|---|---|---|
| System engineering | PV module, inverter, electric wire, cable, fire safety equipment, distribution panel and pipe fitting. |
Self-manufacturing, self-im- port, agent and supplier |
Good | |
| Elec- tro- me- chani- cal equip- ment |
Distribution panels |
Switchgear, meter, relay, iron plate, electric wire,CT,PT circuit breaker,and copper bar |
Self-manufacturing, self-im- port,agent and supplier |
Good |
| Transformer | Stranded copper conductor, silicon steel sheet, insulating oil,resin, enameled wire, coil |
Agent, self-importing and sup- plier |
Good | |
| Electrical engi- neering equip- ment |
Stranded copper conductors, silicon steel sheet, insulating oil, resin, copper wire, resistor, iron core |
Agent, self-importing and sup- plier |
Good | |
| Supervisory net- work |
Computer, application software, peripheral equipment, electronic component |
Agent, self-importing and sup- plier |
Good | |
| Solar electricityretail | Sunshine | - | Good |
(IV) Description of major changes in gross margin of each major products and department in the most recent two years (When the variation of the gross margin reaches 20% compared with the previous year, key factors that caused changes in the price and quantity and their impact on the gross margin shall be analyzed)
(1) Gross margin status of each major product and department in the most recent two years
| Year | 2022 | 2021 | Remarks |
|---|---|---|---|
| Systemengineering | 10% | 28.86% | |
| Electromechanical equip- ment |
15% | 10.29% | |
| Solarelectricityretail | 30% | 30.76% | |
| Others | 15% | 40.60% | |
| Total | 43.00% | 46.00% |
(2) If a construction company or a construction department, an analysis of the estimated operating income and gross profit to be recognized in the reporting year and the previous year for construction cases, indicating whether there are any abnormalities in the gross profit margin of each case and the estimated sales of completed projects that have not yet been sold: Not applicable.
(V) The name of the supplier (customer) that accounted for more than 10% of the total purchase (sales) amount in any of the most recent two years, the proportion of the purchase (sales) amount, and the reason for the changes
1 Information on major suppliers
Unit: NTD thousand
| 1 Information on major suppliers |
1 Information on major suppliers |
1 Information on major suppliers |
1 Information on major suppliers |
Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | ||
|---|---|---|---|---|---|---|---|---|
| Item | FY2022 | FY2021 | ||||||
| Name of cus- tomer |
Amount | Percentage in annual net pur- chase |
Relationship with the is- suer |
Name of cus- tomer |
Amount | Percentage in annual net pur- chase |
Relationship with the issuer |
|
| 1 | Sel Tech Co., Ltd. |
156,757 |
42.13 | None |
Sel Tech Co., Ltd. |
99,160 | 69.97 | None |
| 2 | Tongcheng Motor |
26,675 | 7.17 | None |
Yi Solar Energy Technology Co., Ltd. |
20,417 |
11.13 | None |
| 3 | I Yuan | 21,896 | 5.88 | None |
Dong Yang Me- chanical and Electrical Engi- neering Co., Ltd. |
17,097 | 0.60 | None |
| 4 | Others | 166,750 | 44.8 | - | Others | 74,079 | 18.30 | - |
| Netpurchase | 372,082 | 100.00 | - |
Netpurchase | 210,753 | 100.00 | - |
In terms of the Company’s purchases, procurement items and specifications in each construction project can be different, and the suppliers or subcontractors appointed by the constructors also varies. As a result, some of the subcontractors or PV module suppliers are of a single year, including Sel Tech Co., Ltd., Solargo Tech Co., Ltd., and Ejectt Inc. However, the Company has been collaborating with multiple major material suppliers and subcontractors, avoiding purchasing from a single supplier and further reducing the interference of sudden accidents. There has been no shortage in or suspension of supply that could affect our production. Thus, the sources of supply still remain stable.
- 2 Information on major customer of sales
49
Unit: NTD thousand
| Item | FY2022 | FY2022 | FY2022 | FY2022 | FY2021 | FY2021 | FY2021 | FY2021 |
|---|---|---|---|---|---|---|---|---|
| Name of cus- tomer |
Amount | Percentage in annual net pur- chase |
Relationship with the is- suer |
Name of cus- tomer |
Amount | Percentage in annual net pur- chase |
Relationship with the issuer |
|
| 1 | Taiwan Power Company |
80,431 |
54.8 | None | Taiwan Power Company |
136,535 |
42.08 | None |
| 2 | Ching Tien Energy |
28,679 |
19.54 | None | Solargo Tech Co.,Ltd. |
95,130 |
29.32 | None |
| 3 | Chao Hsing Energy Co., Ltd. |
8,240 |
5.61 | None | Chao Hsing Energy Co., Ltd. |
41,070 |
12.66 | None |
| 4 | YUAN-RON CO.,LTD |
4,572 | 3.12 | None | En Chun Corp. | 22,192 | 6.84 | None |
| 5 | Others | 24,859 | 16.97 | - | Others | 29,519 | 9.10 | - |
| Net sales | 146,785 | 100 | - | Net sales | 32,446 | 100 | - |
The Luxe Green Energy Technology Group deals with the construction-service relationship between us and the owners in the form of a project. In contrast to the stable customer bases of the manufacturing industries, we have no fixed customer. When we undertake construction in any year, the income would mostly come from specific customers. This is the characteristic of the solar photovoltaic system engineering industry. We have undertaken construction projects for many years and the largest owner in each year was different. The sales is currently diversified and stable in structure, and there is no risk of concentration.
(V) Production volume and value in the most recent two years
| Productionvalue unit: NTDthousand | Productionvalue unit: NTDthousand | Productionvalue unit: NTDthousand | Productionvalue unit: NTDthousand | Productionvalue unit: NTDthousand | ||
|---|---|---|---|---|---|---|
| Year | FY2022 | FY2021 | ||||
| Production volume and value Majorproduct |
Production ca- pacity |
Production volume |
Production value |
Production ca- pacity |
Production volume |
Production value |
| Systemengineering (by project) | - | 47 | 212,624 | - | 40 | 221,200 |
| Electromechanical equipment (by set) |
- |
46 | 104,057 | 14,200 | 12,700 | 60,200 |
| Solar electricity retailing (by GWh) |
- |
23,895 | 119,007 | 18,200 | 7,500 | 78,500 |
| Others | - | 0.99 | 11,136 | - | 45 | 6,000 |
| Total | - | 23,990 | 446,825 | - | - | 365,900 |
System engineering is one of the comprehensive turnkey construction services. There is no need for production capacity. There are various types of electromechanical equipment and transformer related products make the most contribution in percentage, followed by distribution panels and electrical engineering equipment. In recent years, the manufacturing of minor products has been outsourced. Other products are provided in the form of purchase, sales, maintenance or testing on behalf of others. There is no need for production capacity.
(VI) Sales volume and value in the most recent two years
| (VI) Sales volume and value in the most recent two years | (VI) Sales volume and value in the most recent two years | (VI) Sales volume and value in the most recent two years | (VI) Sales volume and value in the most recent two years | (VI) Sales volume and value in the most recent two years | ||||
|---|---|---|---|---|---|---|---|---|
| Unit: NTDthousand | ||||||||
| Year | FY2022 | FY2021 | ||||||
| Sales volume and value Majorproduct |
Domestic sale |
Internationalsale | Domestic sale | Internationalsale | ||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | |
| System engineering (by project) |
61 |
83,616 | - | - | 40 | 221,200 | - | - |
| Electromechanical equip- ment (by set) |
14 | 72,164 | - | - | 12,500 | 60,150 | - | - |
| Solar electricity retailing (by GWh) |
23,785 |
119,011 | - | - | 17,400 | 78,250 | - | - |
| Others | 51 | 6,725 | - | - | 42 | 5,800 | - | |
| Total | 23,911 | 281,519 | - | - | - | 365,400 | - | - |
III. Information on employees
50
| Unit: person; year; age; % | Unit: person; year; age; % | Unit: person; year; age; % | Unit: person; year; age; % | |
|---|---|---|---|---|
| FY | FY2022 | FY2021 | As of March 31, 2023 for the currentyear |
|
| Number of employees |
Direct personnel | 31 | 17 | 30 |
| Indirectpersonnel | 30 | 28 | 33 | |
| Total | 61 | 45 | 63 | |
| Average age | 42.15 | 40.58 | 42.45 | |
| Average years ofservice | 3.78 | 4.68 | 3.9 | |
| Educational background |
PhD | 0% | 0% | 0% |
| Master | 5% | 2% | 3% | |
| Bachelor | 67% | 56% | 67% | |
| Senior highschool | 28% | 42% | 30% | |
| Below senior high school |
0% | 0% | 0% |
IV. Information on environmental protection expenditure:
- According to laws and regulations, if it is required to apply for a permit for installing pollution facilities or pollutant drainage, or to pay pollution prevention fees, or set up a dedicated unit or person for environmental issues, the description of the status of such application, payment or establishment shall be made:
The business of the Group is mostly EPC of solar photovoltaics, and the Taoyuan Plant is currently engaged in the assembly of electromechanical equipment. None of our equipment is a stationary pollution source. Thus, the Company doesn’t need to apply for a permit for installing pollution facilities or pollutant drainage, or to pay pollution prevention fees, or set up a dedicated unit or person for environmental issues.
-
The Company's investment in the major pollution prevention facilities, the purpose of such facilities, and the possible benefits to be generated: Not applicable.
-
The process in which the Group improved the environmental pollution in the most recent two years and up to the publication date of this annual report; if there have been any pollution disputes, the handling process shall also be described:
The Group did not incurred any disputes due to environmental pollution in the most recent two years up to the publication date of this annual report.
- The total losses and fines suffered by the Company due to environmental pollution (including any damages) in the most recent two years and up to the publication date, the countermeasures to be taken in the future (including improvement measures), and an estimate of possible expenses that could occur (including an estimated amount of possible losses, fines and damages for not taking any countermeasure; if a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided):
The Group did not cause environmental pollution in the most recent two years up to the publication date of this annual report. So, this is not applicable.
- The current condition of pollution and the impact of its improvement on the earnings, competitive position and capital expenditure of the Company, as well as the projected major environment-related capital expenditure for the next two years:
The Group did not cause pollution issues and, thus, there was no major capital expenditure related to environmental protection.
V. Labor-management relations
- The Company’s employee welfare measures, continuing education, training, retirement systems and implementation status thereof, as well as labor-management agreements and employee rights protection measures
Since the Company’s establishment in 1978, we have upheld the principles of being “honest, faithful, diligent and harmonious” as our business philosophies. In addition to pursuing excellence and growth of the Company, we have made every effort to protect employees’ rights, promote employee welfare, improve productivity, enhance services provided to employees, and facilitate labor-management harmony. Through all kinds of entertainment and leisure facilities and activities planned by the Employee Welfare Committee, the employees are able to relax physically and mentally at their spare time, and further make their life and work rich and comfortable. The directions are respectively
51
described below:
-
(1) Employee welfare measures, training and continuing education:
-
A. The Company establishes the Employee Welfare Committee; Moreover, the welfare funds allocated in line with laws are managed by the Employee Welfare Committee under the government’s supervision.
-
B. We organize large traveling activities for all employees and their families annually.
-
C. We arrange factory tours for the employees’ families, make the Company a large family for employees and their families, promote the relationships and understanding between one another, and make them proud as one of the Company’s members.
-
D. We take out group insurance to enhance the protection of the employees’ life and leave them no worries at the workplace. In addition to labor and health insurance, we even take out accident insurance for employees.
-
E. Bonus: In recent years, the Company has faced difficulties in operation. As a result, there was less amount in the year-end bonus. As for individual projects, the bonus was only granted to the personnel making outstanding contribution.
-
F. Dividend: A certain ratio of earnings after tax was set aside as employee dividends.
-
G. Stock ownership of employees: We encourage the employees to become the boss of themselves in order to increase their involvement and sense of accomplishment. We share operating results with the employees.
-
H. Educational bonus for employees and their children: We encourage the employees and their children to make effort and achievement in their self-learning.
-
I. Employee training system: In response to the rapid change of technologies in the industry and the development of employees’ personal capabilities, the Company continuously provides employees with various training of professional skills, knowledge, and attitude management to improve their professional skills, enhance their management abilities, and further achieve the mutual goals with the Company. At the same time, through the work and training, we combine the employees’ personal career planning with the Company’s goals to grow together.
-
J. Club activities: To encourage the employees to participate in appropriate leisure activities, the Company drives the employees to organize clubs of different kinds. The Employee Welfare Committee also provides subsidies and holds different club activities, competitions, and sessions related to art and life. In addition, the employees also participate in community activities to show their friendliness to the neighbors.
-
K. Dormitories and restaurants for employees: The Company provides accommodations for employees who live far from the Company to solve their accommodation problems. We also offer subsidies for most of the relevant expenses as a favor to employees.
-
L. Health care plans for employees: The Company has signed an employee health care contract with the Yeezen General Hospital to provide employees with health care consultations and regular free check-ups.
-
(2) Retirement system
-
A. To settle down the employees’ life after retirement, the Company has established employee retirement guidelines in accordance with the requirements in the Labor Standards Act. For the allocation of pension for employees, the Company follows Article 2 of the Regulations for the Allocation and Management of the Workers' Retirement Reserve Funds. CTBC Bank Co., Ltd. is commissioned to make actuarial calculations according to SFAS No.18, “Accounting for Pensions.” After calculation, the Company allocates pensions according to the amount stated in the actuarial report, hands the amount to the Labor Pension Fund Supervisory Committee, and put the amount into the dedicated account at Bank of Taiwan under the Committee’s name. By doing so, the Company is able to protect the employees’ rights.
-
B. The Company has established specific pension allocation guidelines that have been applicable to Taiwanese employees since July 1, 2005 in line with the “Labor Pension Act.” We look into the labor pension system stated in the “Labor Pension Act” and choose the parts that are applicable to the employees. Every month, we allocate no less than 6% of total wages as employee pension, and contribute the amount to their personal accounts at the Bureau of Labor Insurance. As for the payment of employee pension, the employees may choose monthly or lump-sum payment according to the amount and accrued return in their personal pension accounts.
-
(3) Labor-management agreement
52
The Company highly values the employees’ opinions and provides multiple channels for their reflections in order to promote labor-management communications and negotiations. For instance, we hold monthly meetings at each department and set up employee opinion boxes. Also, our managerial officers visit the employees’ families irregularly to solve public and private issues for the employees. Not only that, we conduct opinion surveys on a regular basis to understand the employees’ requirements on welfare and the Company’s management. By doing so, the Company maintains good labor-management relations together with the employees.
- Losses arising from labor-management disputes in the most recent years and up to the publication date of this annual report, disclosure of the estimated amount likely to be incurred currently and in the future, and countermeasures
The Company has a harmonious labor-management relation.We exist alongside the employees,share our benefits with them, and treat them like CEOs. Since the Company’s establishment in 1978, we have not suffered any losses due to labor-management disputes. The possibility of suffering any losses due to labor-management disputes in the future is expected to be extremely low.
53
VI. Important contracts:
| Com- pany name |
Nature of con- tract |
Party | Contract start/end date | Main content | Restric- tive clauses |
|---|---|---|---|---|---|
| Luxe Elec- tric Co., Ltd. |
Procurement contract |
Taiwan Power Com- pany |
From February 18, 2022 (period of 2 years) |
Pavilion mounted voltage transformer |
None |
| Engineering contract |
Star Energy Corpora- tion |
From the establishment date to the end of the warranty period |
“Taiwan Power Company’s new solar photo- voltaic construction in the salt fields in Tai- nan” - Installation and performance testing of the solar photovoltaic systems in Area B and C. The total contract price agreed was NT$271,693 thousand. |
(Note 1) |
|
| Lease by ten- der agreement |
Water Resources Bureau, Tainan City Government |
9 years and 11 months since the date on which we first made parallel con- nection for distribution of electricity from Taiwan Power Company |
Plan for solar power systems in the environ- ment (waters and land) around the Kuan Shan detention basin in Tainan City. A minimum of NT$310 thousand as annual re- turn (rent). |
None | |
| Loan agree- ment |
Kaohsiung Bank | September 12, 2022 - September 11, 2023 |
Banking facility: NT$450,000 thousand. Purpose: Operational Turnaround |
(Note 2) | |
| Sen- Hsin Energy Co., Ltd. |
Power pur- chase (sale) agreement - Dasiangying 2.3.4 |
Taiwan Power Com- pany - Pingtung Branch |
July 17, 2019 - July 16, 2039 | Purchase (sale) of 1,497.6KW capacity at NT$4.2802 per kWh. |
None |
| Loan agree- ment |
Taiwan Cooperative Bank |
November 17, 2019 - November 17, 2028 |
A long-term guaranteed loan of NT$15 million |
None | |
| July 23, 2019 - July 23, 2033 | A long-term guaranteed loan of NT$56.5 mil- lion loan |
||||
| April 14, 2021 - April 14, 2035 | A long-term guaranteed loan of NT$12.5 mil- lion loan |
||||
| June 1, 2022 - June 1, 2037 | A long-term guaranteed loan of NT$11.4 mil- lion loan |
||||
| Loan agree- ment |
Kaohsiung Bank | June 1, 2022 - June 1, 2034 | A mid-term mortgage loan of NT$4,171,000 loan |
(Note 3) |
|
| February 15, 2022 - February 15, 2023 |
A short-term guaranteed loan of NT$15 million loan |
||||
| Loan agree- ment |
Bank SinoPac | Drawdown tenor: To October 31, 2019 Agreement period: Up to15 years. |
A long-term guaranteed loan of NT$43.65 mil- lion |
||
| From the activation date, agreement period: Up to15 years. |
A long-term guaranteed loan of NT$553,748 thousand |
||||
| From the activation date to June 30, 2023 |
Performance guarantee of NT$23,004 thousand |
||||
| From the activation date to March 19, 2031 |
Performance guarantee of NT$23,004 thousand |
||||
| 1 year from the date of activation | A short-term guaranteed loan of NT$192,000 thousand |
||||
| Chin Lai In- terna- tional Devel- opment Co., Ltd. |
Loan agree- ment |
Bank SinoPac | June 21, 2019 - June 21, 2034 | A long-term guaranteed loan of NT$15.15 mil- lion |
|
| July 9, 2019 - July 9, 2034 | A long-term guaranteed loan of NT$1,982 thou- sand |
||||
| August 18, 2016 - February 18, 2029 | A long-term guaranteed loan of NT$56.33 mil- lion |
||||
| Kaohsiung Bank | 111.06.01-118.02.28 | A mid-term mortgage loan of NT$49,802,000 loan |
None |
||
| February 15, 2022 - February 15, 2024 |
A short-term guaranteed loan of NT$20 million loan |
None |
(Note 1) The contract between the Company and Xinneng has been completed and is pending acceptance by its owner, Taiwan Power Company.
(Note 2) Every site shall look into the DSCR (Debt Service Coverage Ratio) after officially generating electricity for a year. If the DSCR is less than 1.3 times, an additional reserve equal to the sum of the principal and interest shall be collected in the impound account; if it is less than 1.2 times, the contracting party may not draw any of the balance in the deposit account with the Bank, distribute cash dividend, or repay the debts for transactions with shareholders.
(Note 3) Every site shall look into the DSCR (Debt Service Coverage Ratio) after officially generating electricity for a year. If the DSCR is less than 1.1 times, the whole project shall be deemed as default and the Bank may require the borrower to pay off all or part of the loan at once.
54
Six.Overview of Finance
I. Condensed financial information for the most recent five years
- (I) Condensed balance sheet and comprehensive income statement
Consolidated statement:
- Condensed balance sheet - IFRS (Unit: NTD thousand)
| Six.Overview of Finance I. Condensed financial information for the most recent five years (I) Condensed balance sheet and comprehensive income statement Consolidated statement: 1. Condensed balance sheet - IFRS (Unit: NTD thousand) |
Six.Overview of Finance I. Condensed financial information for the most recent five years (I) Condensed balance sheet and comprehensive income statement Consolidated statement: 1. Condensed balance sheet - IFRS (Unit: NTD thousand) |
Six.Overview of Finance I. Condensed financial information for the most recent five years (I) Condensed balance sheet and comprehensive income statement Consolidated statement: 1. Condensed balance sheet - IFRS (Unit: NTD thousand) |
Six.Overview of Finance I. Condensed financial information for the most recent five years (I) Condensed balance sheet and comprehensive income statement Consolidated statement: 1. Condensed balance sheet - IFRS (Unit: NTD thousand) |
Six.Overview of Finance I. Condensed financial information for the most recent five years (I) Condensed balance sheet and comprehensive income statement Consolidated statement: 1. Condensed balance sheet - IFRS (Unit: NTD thousand) |
Six.Overview of Finance I. Condensed financial information for the most recent five years (I) Condensed balance sheet and comprehensive income statement Consolidated statement: 1. Condensed balance sheet - IFRS (Unit: NTD thousand) |
Six.Overview of Finance I. Condensed financial information for the most recent five years (I) Condensed balance sheet and comprehensive income statement Consolidated statement: 1. Condensed balance sheet - IFRS (Unit: NTD thousand) |
|---|---|---|---|---|---|---|
| Unit: NTDthousand | ||||||
| Year Item |
Financial information for the most recent five years (Note 1) | |||||
| 2018 | 2019 | 2020 | 2021 | 2022 | ||
| Current assets | 467,944 | 881,543 | 579,466 | 987,251 | 1,016,402 | |
| Property, plant and equipment | 198,746 | 647,934 | 631,046 | 604,868 | 701,749 | |
| Intangible assets | - | 31,697 | 30,090 | 27,796 | 27,268 | |
| Other assets | 277,726 | 314,905 | 386,984 | 1,253,709 | ||
| Total assets | 944,416 | 1,876,079 | 1,627,586 | 2,547,046 | 2,999,128 | |
| Current liabilities | Before distribution | 203,266 | 517,080 | 243,589 | 439,301 | 455,473 |
| After distribution | 190,072 | 469,096 | 195,605 | 439,301 | 455,473 | |
| Non-currentliabilities | 38,989 | 299,011 | 309,906 | 461,064 | 823,422 | |
| Total liabilities | Before distribution | 242,255 | 816,081 | 553,495 | 900,365 | 1,278,895 |
| After distribution | 229,061 | 768,097 | 505,511 | 900,365 | 1278,895 | |
| Attributable to the shareholder’s eq- uity of the parent company |
702,161 | 1,059,998 | 1,074,091 | 1,642,314 | 1,660,020 | |
| Capitalstock(Note2) | 659,680 | 959,680 | 959,680 | 1,359,680 | 1,454,858 | |
| Capital reserve | - | 29,054 | 29,054 | 133,054 | 133,054 | |
| Retained earnings (to be used to make up losses) |
Before distribution |
42,481 | 71,264 | 85,357 | 149,593 | 72,302 |
| After distribution | 29,287 | 23,280 | 37,373 | 1,262 | NA | |
| Other equity | - | - | - | (13)- | (194) | |
| Treasury stock | - | - | - | - | - | |
| Non-controlling equity | - | - | - | 4,367- | 60,213 | |
| Total equity | Before distribution | 702,161 | 1,059,998 | 1,074,091 | 1,646,681 | 1,720,233 |
| After distribution | 688,967 | 1,012,014 | 1,026,107 | 1,619,487 | NA |
Note 1: The above financial data for each period have been audited and certified by CPAs.
Note 2: The Company implemented a follow-on offering in cash and issued common shares that worth NT$400,000 thousand in 2021.
55
2. Comprehensive income - IFRS (Unit: NTD thousand)
| Unit: NTD for earnings per share; NTD thousand for the rest | Unit: NTD for earnings per share; NTD thousand for the rest | Unit: NTD for earnings per share; NTD thousand for the rest | Unit: NTD for earnings per share; NTD thousand for the rest | Unit: NTD for earnings per share; NTD thousand for the rest | Unit: NTD for earnings per share; NTD thousand for the rest |
|---|---|---|---|---|---|
| Year Item |
Financial information for the most recent five years (Note 1) | ||||
| 2018 | 2019 | 2020 | 2021 | 2022 | |
| Operating revenue | 412,573 | 793,729 | 609,148 | 324,446 | 281,520 |
| Operating gross profit | 76,447 | 77,831 | 108,771 | 149,189 | 119,722 |
| Operating profit (loss) | 38,589 | 40,710 | 64,350 | 106,434 | 74,992 |
| Non-operating revenue and expenses |
9,317 | 5,975 | (3,014) | 10,278 | (18,733) |
| Net (loss) income before in- come tax |
47,906 | 46,685 | 61,336 | 116,712 | 56,259 |
| Net profit of continuing oper- ations in current period |
46,943 | 41,977 | 62,077 | 11,2783 | 46,434 |
| Loss from discontinued opera- tion |
- | - | - | - | - |
| Net income (loss) in current period |
46,943 | 41,977 | 62,077 | 112,783 | 46,434 |
| Other current comprehensive income or loss (net amount af- ter tax) |
46,943 | 41,977 | 62,077 | 112,757 | 46,090 |
| Total current comprehensive income or loss |
46,943 | 41,977 | 62,077 | 112,757 | 46,090 |
| Net profit attributable to own- ers of the parent |
46,943 | 41,977 | 62,077 | 112,220 | 45,080 |
| Net profit attributable to non- controlling equity |
- | - | - | 563 | 1354 |
| Total comprehensive income attributable to owners of the parent |
46,943 | 41,977 | 62,077 | 112,207 | 44,899 |
| Total comprehensive income attributable to non-controlling equity |
- | - | - | 550 | 1,191 |
| Earnings (losses) per share | 0.71 | 0.53 | 0.65 | 1.03 | 0.31 |
Note 1: The year for which CPAs did not conduct audit or certification must be indicated.
56
Separate statement:
1. Condensed balance sheet - IFRS (Unit: NTD thousand)
| Unit: NT$‘000 | Unit: NT$‘000 | Unit: NT$‘000 | Unit: NT$‘000 | Unit: NT$‘000 | Unit: NT$‘000 | Unit: NT$‘000 | Unit: NT$‘000 |
|---|---|---|---|---|---|---|---|
| Year Item |
Financial information forthemostrecentfive years (Note1) |
||||||
| 2018 | 2019 | 2020 | 2021 | 2022 | |||
| Current assets | 349,135 | 682,832 | 340,258 | 747,846 | 628,590 | ||
| Property, plant and equipment | 101,651 | 128,977 | 123,354 | 129,178 | 149,590 | ||
| Intangible assets | - | - | - | - | - | ||
| Otherassets | 438,410 | 776,117 | 840,301 | 1,074,411 | 1,354,449 | ||
| Total assets | 889,196 | 1,587,926 | 1,303,913 | 1,951,435 | 2,132,629 | ||
| Current liabili- ties |
Before distribution | 185,452 | 516,414 | 204,046 | 286,551 | 294,784 | |
| After distribution | 172,258 | 468,430 | 156,062 | 286,551 | NA | ||
| Non-current liabilities | 1,583 | 11,514 | 25,776 | 22,570 | 177,825 | ||
| Total liabilities | Before distribution | 187,035 | 527,928 | 229,822 | 309,121 | 472,609 | |
| After distribution | 173,841 | 479,944 | 181,838 | 309,121 | NA | ||
| Capitalstock(Note | 2) | 659,680 | 959,680 | 959,680 | 1,359,680 | 1,454,858 | |
| Capital reserve | - | 29,054 | 29,054 | 133,054 | 133,054 | ||
| Retained earnings (to be used to make up losses) |
Before distribution | 42,481 | 71,264 | 85,357 | 149,593 | 72,302 | |
| After distribution | 29,287 | 23,280 |
37,373 | 27,222 | NA | ||
| Other equity | - | - | - | (13) | (194) | ||
| Treasury stock | - | - | - | - | - | ||
| Non-controlling equity | - | - | - | - | - | ||
| Total equity | Before distribution | 702,161 | 1,059,998 | 1,074,091 | 1,642,314 | 1,660,020 | |
| After distribution | 688,967 | 1,012,014 | 1,074,091 | 1,615,121 | NA |
Note 1: The above financial data for each period have been audited by CPAs.
Note 2: The Company implemented a follow-on offering in cash and issued common shares that worth NT$400,000 thousand in 2021.
57
2. Comprehensive income - IFRS (Unit: NTD thousand)
Unit: NTD for earnings per share; NTD thousand for the rest
| Unit: NTD for earnings per share; NTD thousand for the rest | Unit: NTD for earnings per share; NTD thousand for the rest | Unit: NTD for earnings per share; NTD thousand for the rest | Unit: NTD for earnings per share; NTD thousand for the rest | Unit: NTD for earnings per share; NTD thousand for the rest | |
|---|---|---|---|---|---|
| Year Item |
Financial information forthemostrecentfive years (Note1) | ||||
| 2018 | 2019 | 2020 | 2021 | 2022 | |
| Operating revenue | 350,413 | 743,575 | 546,409 | 253,508 | 146,785 |
| Operating gross profit | 68,792 | 60,676 | 82,919 | 122,142 | 48,298 |
| Operating profit (loss) | 33,267 | 27,686 | 51,710 | 88,857 | 12,074 |
| Non-operating revenue and expenses |
13,676 | 15,543 | 9,186 | 24,175 | 33,080 |
| Net loss before tax | 46,943 | 43,229 | 60,896 | 113,374 | 45,154 |
| Net profit of continuing oper- ations in current period |
46,943 | 41,977 | 62,077 | 112,220 | 45,080 |
| Loss from discontinued oper- ation |
- | - | - | - | - |
| Net income (loss) in current period |
46,943 | 41,977 | 62,077 | 112,220 | 45,080 |
| Other current comprehensive income or loss (net amount after tax) |
46,943 | 41,977 | 62,077 | 112,220 | 45,080 |
| Total current comprehensive income or loss |
46,943 | 41,977 | 62,077 | 112,220 | 45,080 |
| Earnings (losses) per share | 0.71 | 0.53 | 0.65 | 1.03 | 0.31 |
Note 1: The above financial data for each period have been audited by CPAs.
(III) Matters of significance which affected the comparability of the above-mentioned financial statements, and the impact of these matters on the financial statements of the current year: None.
(IV) Names and audit opinions of CPAs for the most recent five years
| 1. Names and audit opinions of CPAs | 1. Names and audit opinions of CPAs | ||||
|---|---|---|---|---|---|
| Year | Name of CPA firm | Name of CPA | Reason of change | Audit opinions |
| (IV) Names and audit opinions of CPAs for the most recent five years | (IV) Names and audit opinions of CPAs for the most recent five years | (IV) Names and audit opinions of CPAs for the most recent five years | (IV) Names and audit opinions of CPAs for the most recent five years | (IV) Names and audit opinions of CPAs for the most recent five years |
|---|---|---|---|---|
| 1. Names and audit opinions of CPAs | ||||
| Year | Name of CPA firm | Name of CPA | Reason of change | Audit opinions |
| 2018 | Deloitte Taiwan | Chi-Chen Li, Hung-Ju Liao |
- |
Unqualified opinion |
| 2019 | Deloitte Taiwan | Chi-Chen Li, Hung-Ju Liao |
- |
Unqualified opinion |
| 2020 | Deloitte Taiwan | Chi-Chen Li, Hung-Ju Liao |
- |
Unqualified opinion |
| 2021 | Baker Tilly Clock & Co | Yin-Lai Chou, Chia-Yu Lai |
Operating needs |
Unqualified opinion |
| 2022 | Baker Tilly Clock & Co | Yin-Lai Chou, Chia-Yu Lai |
- |
Unqualified opinion |
58
II. Financial analysis for the most recent five years
IFRS (consolidated)
| IFRS (consolidated) | IFRS (consolidated) | IFRS (consolidated) | |||||
|---|---|---|---|---|---|---|---|
| Year Analysis item(Note 3) |
Financialanalysisforthemostrecentfive years (Note1) | ||||||
| 2018 | 2019 | 2020 | 2021 | 2022 | |||
| Finan- cial struc- ture (%) |
Debt to assetratio | 25.65 | 43.48 | 34.01 | 35.35 | 42.64 | |
| Ratio of long-term capital to property, plant and equipment |
371.35 | 202.22 | 219.32 | 348.46 | 362.47 | ||
| Sol- vency |
Currentratio (%) | 230.21 | 170.48 | 237.89 | 224.73 | 223.15 | |
| Quick ratio (%) | 117.13 | 85.5 | 228.77 | 218.65 | 181.31 | ||
| Interest coverageratio (time) | 331.39 | 1,050.04 | 691.99 | 1243.34 | 642.21 | ||
| Operat- ing ca- pacity |
Receivables turnover(times) | 5.00 | 4.21 | 2.60 | 1.72 | 2.12 | |
| Average collectiondays | 74 | 87 | 141 | 212.20 | 172.16 | ||
| Inventory turnover rate (times) |
14.70 | 32.14 | 33.62 | 8.34 | 1.8 | ||
| Average inventory turnover days |
25 | 12 | 11 | 43.76 | 202.77 | ||
| Property, plant and equipment turnover(times) |
3 | 1.87 | 0.95 | 0.53 | 0.43 | ||
| Totalassets turnover(times) | 0.44 | 0.56 | 0.37 | 0.16 | 0.10 | ||
| Profita- bility |
Returnonassets (%) | 5.41 | 3.31 | 4.02 | 5.79 | 1.99 | |
| Return on shareholders’ eq- uity (%) |
6.92 | 4.84 | 5.82 | 8.29 | 2.76 | ||
| Percentage in paid-in capital (%) |
Operating in- come |
5.85 | 4.24 | 6.71 | 8.58 | 3.19 | |
| Income before tax |
7.26 | 4.94 | 6.39 | 34.76 | 3.87 | ||
| Net profitmargin(%) | 11.38 | 5.38 | 10.19 | 34.76 | 16.49 | ||
| Earningsper share(NTD) | 0.71 | 0.54 | 0.65 | 1.03 | 0.31 | ||
| Cash flow |
Cash flowratio (%) | 6.08 | (30.77) | 112 | 54.42 | (16.03) | |
| Cash flow adequacyratio(%) | (87.74) | (97.95) | 6.34 | 55.70 | 47.56 | ||
| Cash reinvestmentratio (%) | 1.42 | (10.79) | 20.67 | 8.05 | (3.39) | ||
| Lever- age |
Operatingleverage | 1.08 | 1.63 | 1.69 | 1.30 | 1.44 | |
| Financial leverage | 1.01 | 1.13 | 1.19 | 1.11 | 1.31 | ||
| Reasons of the variation of more than 20% in the financial ratio in the most recent two years are explained below: The net cash outflow from operating activities in 2022 was lower than in recent years due to poorer operating capacity and profitability, mainly due to the fact that the solar project and the project of Taiwan Power Company were both under construction and readyforproduction,soprofitabilityindicators were not asgood as in the sameperiod lastyear. |
IFRS (separate)
| IFRS (separate) | IFRS (separate) | |||||
|---|---|---|---|---|---|---|
| Year Analysis item(Note 3) |
Financialanalysisforthemostrecent | five years (Note1) | ||||
| 2018 | 2019 | 2020 | 2021 | 2022 | ||
| Financial structure (%) |
Debt to assetratio | 21.03 | 33 | 17.63 | 16 | 22 |
| Ratio of long-term capital to property, plant and equipment |
690.76 | 822.41 | 881.85 | 1281 | 1217 | |
| Solvency | Currentratio (%) | 188.26 | 132.23 | 166.76 | 260 | 213 |
| Quick ratio (%) | 180.24 | 129.94 | 157.48 | 252 | 160 | |
| Interest coverageratio (time) | 324.74 | 39.42 | 26.99 | 4038 | 377 | |
| Operating capacity |
Receivables turnover(times) | 2.06 | 4.07 | 2.60 | 2.27 | 1.31 |
| Average collectiondays | 178 | 90 | 141 | 160 | 278 | |
| Inventory turnover rate (times) | 22.84 | 58.2 | 31.12 | 6.26 | 1.11 | |
| Averageinventory turnoverdays | 16 | 7 | 12 | 58 | 328 | |
| Property, plant and equipment turnover (times) |
3.3 | 5.77 | 4.43 | 0.98 | 1.96 | |
| Total assets turnover(times) | 0.39 | 0.47 | 0.42 | 0.13 | 0.07 |
59
| Profitabil- ity |
Returnonassets (%) | Returnonassets (%) | 5.63 | 3.52 | 4.42 | 0.058 | 0.022 |
|---|---|---|---|---|---|---|---|
| Return on shareholders’ equity (%) | 6.92 | 4.84 | 5.82 | 0.068 | 0.027 | ||
| Percentage in paid-in capital (%) |
Operatingincome | 5.04 | 5.39 | 6.47 | 6.54 | 0.83 | |
| Income before tax | 7.12 | 6.35 | 6.35 | 8.34 | 3.10 | ||
| Net profitmargin(%) | 13.40 | 5.74 | 11.36 | 44 | 31 | ||
| Earningsper share(NTD) (Note 2) | 0.71 | 0.53 | 0.65 | 0.94 | 0.31 | ||
| Cash flow | Cash flowratio (%) | (2.10) | (30.53) | 89.40 | 75.62 | (6.70) | |
| Cash flow adequacyratio(%) | (62.90) | (50.86) | (57.99) | 51.20 | 42.25 | ||
| Cash reinvestmentratio (%) | (0.47) | (14.13) | 15.37 | 0.128 | (0.31) | ||
| Leverage | Operatingleverage | 2.02 | 1.30 | 1.17 | 1.28 | 3.75 | |
| Financial leverage | 1.00 | 1.13 | 1.05 | 1.02 | 1.36 | ||
| Reasons of the variation of more than 20% in the financial ratio in the most recent two years are explained below: The net cash outflow from operating activities in 2022 was lower than in recent years due to poorer operating capacity and profitability, mainly due to the fact that the solar project and the project of Taiwan Power Company were both under construction andreadyforproduction, so profitabilityindicators werenot as good asinthe same periodlast year. |
|||||||
| Note 1: The financial data for the most recent five years have been audited by CPAs. |
Note: The calculation formula for the financial analysis is described below:
-
Financial structure
-
(1) Debt to asset ratio = total liabilities / total assets.
-
(2) Long-term capital to fixed assets ratio = (net shareholders' equity + long-term liabilities) / net fixed assets.
-
- Solvency
-
(1) Current ratio = current assets / current liabilities.
-
(2) Quick ratio = (current assets - inventory - prepayments) / current liabilities.
-
(3) Interest coverage ratio = net profit before interest and tax / interest expenses for the current period
-
Operating capacity
-
(1) Receivables turnover (including accounts receivable and notes receivable from business activities) = net sales / average receivables balance (including accounts receivable and notes receivable from business activities).
-
(2) Average collection period = 365 / receivables turnover.
-
(3) Inventory turnover = sales cost / average inventory amount.
-
(4) Payables (include payable amounts and payable bills from operation) turnover = sales cost / average accounts payable in each period (include payable amounts and payable bills from operation) balance.
-
(5) Average days in sales=365 / inventory turnover.
-
(6) Fixed assets turnover = net sales / net fixed assets.
-
(7) Total assets turnover = net sales / total assets.
-
Profitability
-
(1) Return on assets = [net profit (loss) after tax + interest expense x (1 - tax rate)] / average total assets.
-
(2) Return on shareholders' equity = net profit (loss) after tax / average net shareholders' equity.
-
(3) Net profit margin = net profit (loss) after tax / net sales.
-
(4) Earnings per share = (net income - preferred dividends) / weighted average number of shares issued.
-
Cash flow
-
(1) Cash flow ratio = cash flow from operating activities / current liabilities.
-
(2) Cash flow adequacy ratio = net cash flow from operating activities in the most recent five years / (capital expenditure + inventory increase + cash dividends) in the most recent five years.
-
(3) Cash flow reinvestment ratio = (cash flow from operating activities - cash dividends) / (gross fixed asset + longterm investments + other assets + operating capital).
-
Degree of leverage
-
(1) Degree of operating leverage = (net operating revenues - variable operating costs and expenses) / operating income.
-
(2) Degree of financial leverage = operating income / (operating income - interest expense).
60
- III. The Audit Committee’ Review Report on the financial statement of the most recent year
Audit Committee’s Audit Report
The Board of Directors of the Company has prepared the FY2022 business report, financial statements, and earning distribution proposal, etc. The financial statements (balance sheet, statement of comprehensive income, statement of changes in shareholder's equity, and statement of cash flow) and the consolidated financial statements have been duly audited by the CPAs Yin-Lai Chou and Chia-Yu Lai of Baker Tilly Clock & Co authorized by the Board of Directors, and the audit report has been issued. We hereby further declare and confirm that the aforementioned business report, financial statements (including the consolidated statements), and proposed distribution of earnings have been further duly audited by us, the Audit Committee, and no nonconformities were found. We hereby issue this Report in accordance with Article 219 of the Company Act. Please review and approve.
Submitted to
FY2023 Shareholders’ Meeting of the Company
Luxe Green Energy Technology Co.,Ltd.
Audit Committee Convener: Chen Chao-Lai
February 21, 2023
61
NO.23861110A
IV. Financial statement of the most recent year
Auditor’s Report
LUXE GREEN ENERGY TECHNOLOGY CO., LTD.:
Audit Opinions
We have duly audited the parent company only accompanying parent company only balance sheets of Luxe Green Energy Technology Co., Ltd. (originally: Luxe Electric Co., Ltd) as of December 31, 2022 and 2021, as well as the accompanying parent company only statements of income, changes in equity and cash flows from January 1 to December 31, 2022 and 2021, and provided the related notes to the parent company only financial statements (including the summary of significant accounting policies).
In our opinion, the financial statements referred to above present fairly, in all material respects, the parent company only financial position of Luxe Green Energy Technology Co., Ltd. as of December 31, 2022 and 2021, and the results of its operations and its cash flows from January 1 to December 31, 2022 and 2021 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis of audit opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the prevailing Generally Accepted Auditing Standards. Our responsibilities under such standards are further described in the “CPA’s responsibility for the audit of financial statements” section in this report. We are independent of Luxe Green Energy Technology Co., Ltd., and our conduct our affairs is in accordance with the Norms of Professional Ethics for Certified Public Accountants and fulfilled all other responsibilities thereunder. We believe that we have acquired sufficient and appropriate audit evidence to base our audit opinions.
Key audit matters
A key audit matter is one that, in our professional judgment, is most significant in relation to our audit of the parent company only financial statements of Luxe Green Energy Technology Co.,Ltd for FY2022. Such matters were addressed during the overall audit of the parent company only financial statements and the process of forming the audit opinions, and thus we did not provide opinions separately towards such matters.
The following is a summary of the key audit matters of the parent company only financial statements of Luxe Green Energy Technology Co.,Ltd in FY2022:
Construction contracts
As stated in Notes 4(13) and 6(18) to the parent company only financial statements, the Company's construction revenue for FY2022 amounted to NT$64,704 thousand, which accounted for 44% of the total net operating revenue and had a significant impact on the parent company only financial statements. The construction revenue of Luxe Green Energy Technology Co., Ltd. is recognized through the cost input ratio of project cost, based on the gradual satisfaction of performance obligations over time. In view of the fact that the estimated total cost of uncompleted construction projects and the construction cost invested will impact the accuracy of the recognition of construction revenue, we have included the area in the key audit matters of the year.
62
The major audit procedures we conducted for this key audit matter include:
-
I. Understanding and examining the effectiveness of the design and implementation of the internal control system related to the estimated total construction cost and the recognition of relevant construction revenue.
-
II. Sampling the construction project progress schedule, construction contracts and construction cost invested in the current period, and re-calculating the percentage of the completed construction, in order to verify the accuracy of the recognition of construction revenue.
- Long term construction work receivables involving any unsettled litigation
As disclosed in Notes 5, 6(11) and 9(3) to the parent company only financial statements, as of December 31, 2022, the long-term project receivables of Luxe Green Energy Technology Co.,Ltd amounted to NT$207,991 thousand (net of allowance for losses of NT$178,575 thousand and estimated late penalties). Because of the uncertain outcome of pending litigation, the recoverable amount of the long-term project receivables involves management's assumptions about the final judgment of the court. Accordingly, we have considered the above long-term receivables as a key audit matter.
The major audit procedures we conducted for this key audit matter include:
-
I. Review the recent verdict documents of the litigation and obtaining the legal confirmation of the appointed lawyer of the litigation to evaluate the reasonableness of the management’s assumption.
-
II. Evaluate the completeness of the disclosure of this lawsuit by Luxe Green Energy Technology Co., Ltd.
Responsibility of the management and governance unit for the parent company only financial statements
The management was responsible for preparation of the parent company only financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and maintaining the necessary internal control related to the preparation of the parent company only financial statements to ensure that the parent company only financial statements were free of material misstatements due to fraud or errors.
In preparing the parent company only financial statements, management's responsibility also includes evaluating the ability of Luxe Green Energy Technology, Co., Ltd. to continue as a going concern, the related disclosures, and the basis of accounting for going concern, unless management intends to liquidate Luxe Green Energy Technology, Co., Ltd. or to cease operations, or there is no practical alternative to liquidation or cessation of operations.
The governance unit (including the Audit Committee) of Luxe Green Energy Technology, Co., Ltd. assumes the responsibility of overseeing the financial reporting process.
63
CPA’s responsibility for the audit of the parent company only financial statements
We audited the parent company only financial statements for the purpose of obtaining reasonable assurance about whether the parent company only financial statements were free of material misstatements due to fraud or errors and issuing an audit report. However, an audit performed in accordance with generally accepted auditing standards does not provide assurance that material misstatements in parent company only financial statements can be detected. The misstatements might be due to fraud or errors. If an individual or total amount misstated was reasonably expected to have an impact on the economic decision-making of users of the parent company only financial statements, the misstatements were deemed as material.
We conducted our audit in accordance with generally accepted auditing standards and applied our professional judgment and professional skepticism. We also performed the following works:
-
I. Identify and assess the risks of material misstatement of parent company only financial statements, whether due to fraud or error; design and implement appropriate policy responses to those risks; and obtain sufficient and appropriate evidence to form the basis of an opinion. Since fraud may involve collusion, forgery, omission on purpose, fraudulent statements or violation of internal control, we did not find that the risk of misstatements due to fraud was higher than the same due to errors.
-
II. We obtained an understanding of the internal control relevant to our 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 Luxe Green Energy Technology Co., Ltd.
-
III. Evaluate the appropriateness of the accounting policies used by management and the reasonableness of the accounting estimates and related disclosures made by management.
-
IV. Based on the evidence obtained, we have reached a conclusion as to the appropriateness of management's adoption of the going concern basis of accounting and whether there is any material uncertainty about events or circumstances that may cast significant doubt about the ability of Luxe Green Energy Technology Co., Ltd. to continue as a going concern. If any material uncertainty was deemed to exist in such event or circumstance, we must provide a reminder in the parent company only financial statements for the users to pay attention to relevant disclosure therein, or amend our audit opinions when such disclosure was inappropriate. Our conclusion was drawn based on the audit evidence acquired as of the date of this audit report. However, future events or circumstances might result in a situation where Luxe Green Energy Technology Co., Ltd. would no longer have the ability to function as a going concern.
-
V. We evaluated the overall presentation, structure and contents of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements presented relevant transactions and events fairly.
-
VI. We acquired sufficient and appropriate audit evidence with respect to the parent company only financial information of the entities comprising Luxe Green Energy Technology Co., Ltd. to provide opinions regarding the parent company only financial statements. We were responsible for instruction, supervision and implementation of the audit cases, as well as formation of the audit opinions on Luxe Green Energy Technology Co., Ltd.
The matters for which we communicated with the governance unit include the planned audit scope and time, and major audit findings (including the significant deficiencies of internal control identified during the audit.)
64
We also provided a declaration of independence to the governance unit, which assured that we complied with the requirements related to independence in the Norms of Professional Ethics for Certified Public Accountants, and communicated all relationships and other matters (including relevant protective measures), which we considered to be likely to cause an impact on the independence of CPAs, to the governance unit.
We determined the key audit matters to be audited in the FY2022 parent company only financial statements of Luxe Green Energy Technology Co., Ltd. based on the matters communicated with the governance unit. Unless public disclosure of certain matters was prohibited by related laws or regulations or if, in very exceptional circumstances, we determined not to cover such matters in the audit report, as we could reasonably expect that the negative impact of the coverage was greater than the public interest brought thereby, we specified such matters in the audit report.
Baker Tilly Clock & Co
CPA: Yin-Lai Chou
CPA:
Chia-Yu Lai Approval No.: (1991) Tai-Tsai-Cheng (6) No. 53585 Jin-Guan-Zheng-Shen-Zi No. 1050043092
February 21, 2023
65
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Parent Company Only Balance Sheet
December 31, 2022 and 2021
| Unit: NT$‘000 | Unit: NT$‘000 | |||||
|---|---|---|---|---|---|---|
| Assets | Notes | December 31, 2022 | December 31, 2021 | |||
| Code | AccountingItem | Amount | % | Amount | % | |
| 11xx 1100 1110 1136 1140 1150 1170 1180 1200 1210 1220 1310 1410 1470 11xx 15xx 1535 1550 1600 1755 1915 1920 1930 1990 15xx 1xxx |
Current assets Cash Financial assets measured at fair value through profit or loss - current Financial assets measured at amortized cost - current Contract assets - current Notesreceivable Accountsreceivable Accountsreceivable - related parties Otherreceivables Other receivables - related par- ties Incometax assets in current period Inventory Prepayment Othercurrent assets Total current assets Non-current assets Financial assets measured at amortized cost - non-current Investment under the equity method Property, plant and equipment Right-of-use assets Prepayment for equipment pur- chase Refundable deposit Long-term notes and accounts receivable Other non-current assets Total non-current assets Total assets |
6(1) 6(2) 6(25) 6(3) 6(18), 7 6(4) 6(4) 6(4), 7 7 6 (23) 6(5) 6(6) 6(10) 6(3) 6(7) 6(8) 6(9) 6(6) 6(11) |
$ 216,378 53,752 100,000 42,400 1,310 28,752 - 1,734 168 46 155,415 23,756 4,879 |
10 2 5 2 - 1 - - - - 7 1 - |
$ 504,942 - - 22,032 7,256 12,584 172,979 449 208 - 24,041 799 2,556 |
26 - - 1 - 1 9 - - - 1 - - |
| 628,590 | 28 | 747,846 | 38 | |||
| 55,643 999,783 149,590 15,924 57,239 17,869 207,991 - |
3 47 7 1 3 1 10 - |
72,854 717,744 129,178 8,484 56,522 8,607 207,991 2,209 |
4 37 7 - 3 - 11 - |
|||
| 1,504,039 | 72 | 1,203,589 | 62 | |||
| $ 2,132,629 | 100 | $ 1,951,435 | 100 |
(Please refer to the notes to the parent company only financial statements)
(Continued on next page)
66
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Parent Company Only Balance Sheet (continued)
December 31, 2022 and 2021
| Unit: NT$‘000 | Unit: NT$‘000 | |||||
|---|---|---|---|---|---|---|
| Liabilities and Equity | Notes | December 31, 2022 | December 31, 2021 | |||
| Code | AccountingItem | Amount | % | Amount | % | |
| 21xx 2100 2130 2150 2170 2180 2220 2220 2230 2250 2280 2270 2300 21xx 25xx 2540 2550 2570 2580 2645 25xx 2xxx 3xxx 3110 3200 3300 3310 3320 3350 3400 3xxx |
Current liabilities short-term borrowings Contract liabilities - current Notes payable Accounts payable Accounts payable - related par- ties Other payables Other payables - related parties Income tax liabilities in current period Liability reserve - current Lease liabilities - current Long-term borrowings maturing within one year Other current liabilities Total current liabilities Non-current liabilities Long-term borrowings Liability reserve - non-current Deferred income tax liabilities Lease liabilities - non-current Deposit received Total non-currentliabili- ties Totalliabilities Equity Common share capital Capital reserve Retained earnings Legal reserve Special reserve Undistributed earnings Other equity Total equity |
6(12) 6(17) 6(14) 6(14) 6(14) and 7 7 6 (23) 6(9) 6(13) 6(13) 6 (23) 6(9) 6(16) |
$ 182,840 5,144 - 70,632 19,554 11,095 52 257 617 2,959 1,182 452 |
9 - - 3 1 1 - - - - - - |
$ 149,709 396 331 15,518 103,852 12,509 - 1,072 133 1,489 1,104 438 |
8 - - 1 5 1 - - - - - - |
| 294,784 | 14 | 286,551 | 15 | |||
| 161,523 2,151 - 13,205 946 |
8 - - 1 - |
12,604 2,546 134 7,169 117 |
1 - - - - |
|||
| 177,825 | 9 | 22,570 | 1 | |||
| 472,609 | 23 | 309,121 | 16 | |||
| 1,454,858 133,054 25,948 13 46,341 (194) |
68 6 1 - 2 - |
1,359,680 133,054 14,726 - 134,867 (13) |
69 7 1 - 7 - |
|||
| 1,660,020 | 77 | 1,642,314 | 84 | |||
| Total Liabilities and Equity | $ 2,132,629 | 100 | $ 1,951,435 | 100 |
(Please refer to the notes to the parent company only financial statements)
Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang
67
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Parent Company Only Statement of Comprehensive Income
January 1 to December 31, 2022 and 2021
| Unit: NT$‘000 | Unit: NT$‘000 | |||||
|---|---|---|---|---|---|---|
| Code | Item | Notes | FY2022 | FY2021 | ||
| Amount | % | Amount | % | |||
| 4100 5000 5900 5910 5920 5950 6000 6100 6200 6300 6450 6000 6900 7000 7100 7010 7020 7050 7070 7000 7900 7950 8200 8300 8310 8316 8360 8361 8399 8500 9750 9850 |
Net operating revenue Operating costs Operating gross profit Unrealized sales profit Realized sales profit Gross profit (net) Operating expenses Marketing expense Administrative expense R&D expense Profit from reversal of expected credit impair- ment Total operating expense Net operating profit Non-operating revenue and expenses Interest income Other revenue Other profits and losses Financial cost Share of profit/loss of subsidiaries under the equity method Total non-operating revenue and expense Net profit before tax Income tax expense in current period Other comprehensive income Items not reclassified to profit or loss Unrealized valuation loss on investments in eq- uity instruments measured at fair value through other comprehensive income Items able to be reclassified as profit or loss in the future Exchange difference from conversion of finan- cial statements of foreign operations Income tax related to titles potentially being re- classified Total current comprehensive income or loss Earnings per share (NT$) Basic Diluted |
6(18) 6(19) 6 (23) 6(17) |
$ 146,785 (98,487) |
100 (67) |
$ 253,508 (131,323) |
100 (52) |
| 48,298 - 37 |
33 - - |
122,185 (43) - |
48 - - |
|||
| 48,335 | 33 | 122,142 | 48 | |||
| (7,704) (25,805) (2,752) - |
(5) (18) (2) - |
(5,955) (23,631) (3,890) 191 |
(2) (9) (2) - |
|||
| (36,261) | (25) | (33,285) | (13) | |||
| 12,074 | 8 | 88,857 | 35 | |||
| 840 3,769 (562) (3,220) 32,253 |
1 2 - (2) 22 |
357 9,477 3,103 (2,229) 13,809 |
- 4 1 (1) 5 |
|||
| 33,080 | 23 | 24,517 | 9 | |||
| 45,154 (74) |
31 - |
113,374 (1,154) |
44 - |
|||
| 45,080 | 31 | 112,220 | 44 | |||
| (194) 13 - |
- - - |
- (13) - |
- - - |
|||
| $ 44,899 | 31 | $ 112,207 | 44 | |||
| $ 0.31 $ 0.31 |
$ 0.94 $ 0.94 |
(Please refer to the notes to the parent company only financial statements)
Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang
68
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Parent Company Only Statement of Changes in Equity
January 1 to December 31, 2022 and 2021
| Unit: NT$‘000 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Code | Item | Common share capi- tal |
Capital reserve | Retained earnings | Other equity items | Total equity |
|||
| Legal reserve | Special reserve | Undistributed earn- ings |
Exchange difference from conversion of financial statements of foreign operations |
Unrealized valuation loss on financial as- sets measured at fair value through other comprehensive in- come |
|||||
| A1 B1 B5 D1 D3 D5 E1 Z1 B1 B3 B5 B9 D1 D3 D5 |
Balance as of January 1, 2021 Legal reserve Cash dividend for shareholders in current period Other comprehensive income in current period Total current comprehensive in- come or loss Follow-on offering Balance on December 31, 2021 Provision for legal reserve Provision for special reserve Cash dividend for shareholders Common stock dividends in current period Other comprehensive income in current period Total current comprehensive in- come or loss |
$ 959,680 | $ 29,054 | $ 8,518 | $ - | $ 76,839 | $ - | $ - | $ 1,074,091 |
| - - - - |
- - - - |
6,208 - - |
- - - - |
(6,208) (47,984) 112,220 - |
- - - (13) |
- - - - |
- (47,984) 112,220 (13) |
||
| - | - | - | - | 112,220 | (13) | - | 112,207 | ||
| 400,000 | 104,000 | - | - | - | - | - | 504,000 | ||
| 1,359,680 | 133,054 | 14,726 | - | 134,867 | (13) | - | 1,642,314 | ||
| - - - 95,178 - - |
- - - - - - |
11,222 - - - - |
- 13 - - - - |
(11,222) (13) (27,193) (95,178) 45,080 - |
- - - - - 13 |
- - - - - (194) |
- - (27,193) - 45,080 (181) |
||
| - | - | - | - | 45,080 | 13 | (194) | 44,899 | ||
| Z1 | Balance as of December 31,2022 | $ 1,454,858 | $ 133,054 | $ 25,948 | $ 13 | $ 46,341 | $ - | $ (194) | $ 1,660,020 |
(Please refer to the notes to the parent company only financial statements)
Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang
69
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Parent Company Only Cash Flow Statement
January 1 to December 31, 2022 and 2021
| Unit: NT$‘000 | |||
|---|---|---|---|
| Code | Item | FY2022 | FY2021 |
| AAAA A10000 A20010 A20100 A20300 A20900 A21200 A22400 A22500 A23100 A23900 A24000 A29900 A30000 A31125 A31130 A31150 A31160 A31180 A31190 A31200 A31230 A31240 A32125 A32130 A32150 A32160 A32180 A32190 A32200 A32230 AAAA A33100 A33300 A33500 AAAA |
Cash flow from operating activities: Pre-tax net profit in current period Income and expense items: Depreciation expense Loss (profit) from expected credit impairment Financial cost Interest income Share of profit/loss of subsidiaries under the equity method Loss (profit) from disposal of property, plant, and equipment Disposal of investment interests Unrealized sales profit Realized sales profit Profit from lease changes Changes in assets/liabilities related to operating activi- ties Contract assets Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Other receivables - related parties Inventory Prepayment Other current assets Contract liabilities Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Liability reserve Other current liabilities Cash inflow (outflow) from operations Interest received Interest paid Income tax returned Net cash inflow (outflow) from operating activities |
$ 45,154 10,208 - 3,220 (840) (32,253) 21 (250) - (37) (12) (20,368) 5,946 (16,168) 172,979 (1,345) 40 (131,374) (22,957) (2,323) 4,748 (331) 55,114 (84,298) (1,714) 52 89 14 |
$ 113,374 8,592 (191) 2,229 (357) (13,809) (342) - 43 - - 88,542 58,949 95,101 (172,537) (300) 2 (6,058) 137 (2,341) 19 331 (56,175) 103,818 2,852 - (722) 22 |
| (16,685) 900 (2,920) (1,069) |
221,179 293 (4,832) 52 |
||
| (19,774) | 216,692 |
(Continued on next page)
70
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Parent Company Only Cash Flow Statement (continued)
January 1 to December 31, 2022 and 2021
| Luxe Green Energy Technology Co., Ltd. (Originally: Luxe Electric Co., Ltd) Parent Company Only Cash Flow Statement (continued) January 1 to December 31, 2022 and 2021 |
Luxe Green Energy Technology Co., Ltd. (Originally: Luxe Electric Co., Ltd) Parent Company Only Cash Flow Statement (continued) January 1 to December 31, 2022 and 2021 |
||
|---|---|---|---|
| Unit: NT$‘000 FY2021 $ - 7,438 - - (183,972) - - (11,838) 355 (1,502) - (49,870) 9,560 (229,829) 30,000 - (1,104) - (400) (2,547) (47,984) 504,000 481,965 468,828 36,114 $ 504,942 |
|||
| Code | Item | FY2022 | FY2021 |
| BBBB B00040 B00050 B00100 B01800 B02200 B02300 B02400 B02700 B02800 B03700 B03800 B07100 B07600 BBBB CCCC C00100 C01600 C01700 C03000 C03100 C04020 C04500 C04600 CCCC EEEE E00100 E00200 |
Cash flow from investing activities Acquisition of financial assets measured at amortized cost Disposal of financial assets measured at amortized cost Acquisition of financial assets at fair value through profit or loss Acquisition of investment under the equity method Acquisition of subsidiaries Disposal of subsidiaries Capital reduction of investee company and return of share capital recognized under the equity method Acquisition of property, plant, and equipment Disposal of property, plant, and equipment Increase in refundable deposit Decrease in refundable deposit Increase in prepayment for equipment Dividend received Net cash outflow from investing activities Cash flow from financing activities Increase in short-term borrowings Borrowing of long-term borrowings Repayment of long-term borrowings Increase in deposit received Decrease in deposits received Repayment of principal for lease liabilities Allocation of cash dividends Follow-on offering Net cash inflows from financing activities (Decrease) increase in cash and cash equivalents for the period Cash balance at beginning of period Cash balance at ending of period |
$ (82,789) - (53,752) (230,000) (63,000) 1,500 30,000 (18,821) 45 - (9,262) (7,674) 11,820 |
$ - 7,438 - - (183,972) - - (11,838) 355 (1,502) - (49,870) 9,560 |
| (421,933) | (229,829) | ||
| 33,131 148,997 - 829 - (2,621) (27,193) - |
30,000 - (1,104) - (400) (2,547) (47,984) 504,000 |
||
| 153,143 | 481,965 | ||
(288,564) 504,942 |
468,828 36,114 |
||
| $ 216,378 | $ 504,942 |
(Please refer to the notes to the parent company only financial statements)
Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang
71
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Notes to the Parent Company Only Financial Statements
December 31, 2022 and 2021
(Amounts in NT$’000 unless otherwise specified)
I. Corporate history
Luxe Green Energy Technology Co., Ltd.(Originally: Luxe Electric Co., Ltd), hereinafter referred to as the "Company", was established on April 22, 1978, and is engaged in the design, manufacture, installation and sale of high and low voltage distribution panels, various electrical and electronic equipment (including transformers), and various electrical and photovoltaic plant engineering contracts.
The Company’s stock was listed for trading on the Taiwan Stock Exchange on September 11, 2000.
The parent company only financial statements are presented with the functional currency (NT$) of the Company.
II. Date and Procedure for Approval of Financial Statements
This parent company only financial report was issued on February 21, 2023, after being presented to the Board of Directors.
III. Application of Newly Issued and Revised Standards and Interpretations
- (I) First-time application of International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations (IFRIC) and Interpretations (SIC) (hereinafter referred to as "IFRSs") endorsed by the Financial Supervisory Commission (hereinafter referred to as "FSC") and issued into effect.
The application of the amended IFRSs approved and issued by the FSC has no significant impact on the Company's financial position and financial performance.
- (II) IFRSs recognized by the FSC in 2023
| IFRSs recognized by the FSC in 2023 | |
|---|---|
| Newly Announced/Amendments/Revised Standards and Interpretations Amendments to IAS 1, "Disclosure of Accounting Policies" Amendments to IAS 8, "Definition of Accounting Estimates" Amendments to IAS 12, "Deferred Tax Related to Assets and Liabilities Arising from a Single Transac- tion". |
Effective Date of IASB Pro- nouncements |
| January 1, 2023 (Note 1) January 1, 2023 (Note 2) January 1, 2023 (Note 3) |
-
Note 1: The application of this amendment is applicable to deferments for annual reporting periods beginning after January 1, 2023.
-
Note 2: This amendment applies to changes in accounting estimates and changes in accounting policies that occur in annual reporting periods beginning after January 1, 2023.
-
Note 3: This amendment applies to transactions occurring after January 1, 2022 (the beginning of the earliest period presented), except for the recognition of deferred income taxes on temporary differences for lease and decommissioning obligations as of January 1, 2022 (the beginning of the earliest period presented).
72
As of the date of adoption of this parent company only financial report, the Company is continuing to evaluate the impact of the above amendments on its financial position and financial performance of the Company. The related impacts will be disclosed upon completion of the evaluation.
- (III) IFRSs issued by the IASB but not yet endorsed by the FSC and therefore not yet effective
Newly Announced/Amendments/Revised Standards and InEffective Date of IASB Proterpretations nouncements (Note 1) Amendments to IFRS 10 and IAS 28 "Sale or Contribution Not yet determined of Assets between an Investor and its Associate or Joint Venture" Amendments to IFRS 16 "Lease Liabilities in Sale and January 1, 2024 (Note 2) Leaseback Transactions". IFRS 17 "Insurance Contracts" January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17 "Initial Application of IFRS 17 January 1, 2023 and IFRS 9 - Comparative Information" Amendments to IAS 1, "Classification of Liabilities as CurJanuary 1, 2024 rent or Non-current". Amendments to IAS 1, “Non-current Liabilities with ConJanuary 1, 2024 tractual Terms".
Note 1: Unless otherwise specified, the above new/amended/revised standards or interpretations are effective for annual periods beginning after the respective dates.
- Note 2: The seller and lessee shall apply the amendments to IFRS 16 retroactively to saleand-leaseback transactions entered into after the date of the initial application of IFRS 16.
As of the date of adoption of this parent company only financial report, the Company is continuing to evaluate the impact of the above amendments on its financial position and financial performance of the Company. The related impacts will be disclosed upon completion of the evaluation.
IV. Summary of Significant Accounting Policies
- (I) Statement of Compliance
The accompanying parent company only financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
- (II) Basis of Preparation
The financial statements have been prepared on the historical cost basis, except for financial instruments carried at fair value.
Fair value measurements are classified into Level 1 to Level 3 based on the degree of observability and significance of the relevant inputs:
-
Level 1 inputs: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
-
Level 2 inputs: Inputs other than those quoted in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
-
Level 3 inputs: Unobservable inputs for assets or liabilities.
73
When preparing its parent company only financial statements, the Company prepares its financial statements using the equity method for its investments in subsidiaries. In order to make the current income, other comprehensive income and equity in the parent company only financial statements consistent with the current income, other comprehensive income and equity attributable to the owners of the Company in the consolidated financial statements, certain accounting differences between the parent company only basis and the consolidated basis are adjusted for "investments accounted for under the equity method", "share of profit or loss of subsidiaries, affiliates and joint ventures accounted for under the equity method", "share of other comprehensive income and loss of subsidiaries, affiliates and joint ventures accounted for under the equity method" and related equity items.
- (III) Criteria for distinguishing current and non-current assets and liabilities
Current assets include:
-
Assets held primarily for trading purposes;
-
Assets expected to be realized within 12 months after the balance sheet date; and
-
Cash (excluding those restricted for exchange or settlement of liabilities more than 12 months after the balance sheet date).
Current liabilities include:
-
Liabilities held primarily for trading purposes;
-
Liabilities due for settlement within 12 months of the balance sheet date, and
-
Liabilities for which the maturity date cannot be unconditionally extended to at least 12 months after the balance sheet date.
Liabilities that are not current assets or current liabilities are classified as noncurrent assets or noncurrent liabilities.
The Company engages in construction projects with a business cycle longer than one year. Therefore, assets and liabilities related to construction projects are classified as current or noncurrent based on the normal business cycle.
- (IV) Foreign Currency
When preparing the Company's parent company only financial statements, transactions in currencies other than the Company's functional currency (foreign currencies) are recorded in the functional currency at the exchange rates prevailing on the transaction dates.
Monetary items denominated in foreign currencies are retranslated at the end of each reporting period at the spot rate on that date, with the exchange differences recognized in profit or loss in the period in which they occur.
Non-monetary items denominated in foreign currencies that are measured at fair value are translated at the exchange rates prevailing on the date when the fair value was determined, and the resulting exchange differences are recognized in profit or loss of the current period, except for those changes in fair value that are recognized in other comprehensive income.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
74
During preparation of the parent company only financial statements, the assets and liabilities of the Company's foreign operations are translated into NT$ at the exchange rate on the end date of the reporting period. Income and expense items are translated at average exchange rates for the period, and the resulting exchange differences are included in other comprehensive income and accrued in the financial statements of foreign operating companies translated under the equity method.
- (V) Inventory
Inventories consist of raw materials, finished goods and work-in-process. Inventories are measured at the lower of cost or net realizable value. Comparisons between cost and net realizable value are made on an item-by-item basis, except for inventories of the same type. Net realizable value is the estimated selling price under normal circumstances less estimated costs to complete and estimated costs to complete the sale. The cost of inventories is calculated using the weighted-average cost (WAC) method.
(VI) Investments Accounted For Using the Equity Method
The Company adopts the equity method to account for its investments in subsidiaries, which are entities over which the Company has control.
Under the equity method, investments are recognized initially at cost and the carrying amount of the investment after acquisition is adjusted for any increase or decrease in the Company's share of the profit or loss of the subsidiary and other comprehensive income or loss and profit distribution. In addition, changes in the Company's other equity interests in subsidiaries are recognized in proportion to the Company's ownership interest.
Changes in the Company's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The difference between the carrying amount of the investment and the fair value of the consideration paid or received is recognized directly in equity.
The Company assesses impairment by comparing the recoverable amount of a cashgenerating unit with its carrying amount using the financial statements as a whole. If the recoverable amount of an asset subsequently increases, the reversal of the impairment loss is recognized as a gain, provided that the carrying amount of the asset after the reversal of the impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset, less amortization.
Unrealized gains or losses on downstream transactions with subsidiaries are eliminated in the parent company only financial statements.
(VII) Property, Plant and Equipment
The property, plant, and equipment are recognized on the basis of the cost and subsequently measured based on the cost net of accumulated depreciations and accumulated impairment losses.
Property, plant and equipment are depreciated separately over their useful lives on a straight-line basis for each significant component. The Company reviews the estimated useful lives, residual values and depreciation methods at least at the end of each year and defers the effect of changes in applicable accounting estimates.
The difference between the net disposal price and the carrying amount of the asset is recognized in profit or loss when the property, plant and equipment is derecognized, except for the land owned, which is not depreciated.
(VIII)Impairment of Property, Plant and Equipment and Right-of-Use Assets
The Company assesses at each balance sheet date whether there is any indication
75
that property, plant and equipment, and right-of-use assets may be impaired. If there is any indications of such impairments, the recoverable amount of the assets is estimated. If the recoverable amount of an individual asset cannot be estimated, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, and the impairment loss is recognized in profit or loss.
When the impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised recoverable amount, provided that the increased carrying amount does not exceed the carrying amount (net of depreciation) that would have been determined had the impairment loss not been recognized in prior years. Reversals of impairment losses recognized in profit or loss.
- (IX) Financial Instruments
Financial assets and financial liabilities are recognized in the parent company only balance sheets when the Company becomes a party to the contractual provisions of the instrument.
For initial recognition of the financial assets and financial liabilities, when the financial assets or financial liabilities are not measured at fair value through profit and loss, they are measured at the fair value plus any transaction cost directly attributable to the acquisition or issuance of the financial assets or financial liabilities. Transaction costs directly attributable to the acquisition or issuance of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
- (X) Financial Assets
Regular transactions of financial assets are recognized and derecognized using trade date accounting.
1. Types of measurements
The types of financial assets held by the Company are financial assets measured at fair value through profit or loss and financial assets measured at amortized cost.
- (1) Financial assets at fair value through profit or loss
Financial assets measured at fair value through profit or loss are measured at fair value with dividends, interest and gains or losses from remeasurements recognized in other gains and losses. Please refer to Note 6(25) for the determination of fair value.
- (2) Financial assets carried at amortized cost
The Company's investment in financial assets is classified as financial assets carried at amortized cost if both of the following conditions are met:
- A. The financial assets are held under an operating model whose objective is to hold financial assets for contractual cash flows; and
76
- B. The contractual terms result in cash flows at a specific date, which are solely payments of principal and interest on the principal amount outstanding.
Financial assets carried at amortized cost (including cash, accounts receivable at amortized cost, notes receivable, other receivables, long-term notes and accounts receivable, and refundable deposits) are measured at amortized cost using the effective interest method to determine the total carrying amount less any impairment loss after initial recognition, with any foreign currency exchange gain or loss recognized in profit or loss.
- Impairment of Financial Assets and Contract Assets
The Company assesses impairment losses on financial assets (including accounts receivable) and contract assets measured at amortized cost at each balance sheet date based on expected credit losses.
An allowance for impairment is recognized for accounts receivable and contract assets based on the expected credit loss over the life of the asset. Other financial assets are evaluated to determine whether there has been a significant increase in credit risk since initial recognition. If there is no significant increase in credit risk, an allowance for loss is recognized based on the expected credit loss over 12 months, and if there is a significant increase in credit risk, an allowance for loss is recognized based on the expected credit loss over the expected lifetime of the asset.
Expected credit losses are the weighted-average credit losses weighted by the risk of default. The 12-month expected credit loss represents the expected credit loss arising from possible defaults within 12 months after the reporting date, while the expected credit loss over the life of the financial instrument represents the expected credit loss arising from all possible defaults during the expected life of the instrument.
For internal credit risk management purposes, the Company determines, without considering the collaterals held, that a default on a financial asset has occurred under the following circumstances:
-
(1) Any internal or external information indicating that it is impossible for a debtor to pay off the debts.
-
(2) Debts are overdue for more than 180 days unless there is reasonable and supportable information indicating that a delayed default basis is more appropriate.
The carrying amount of all financial assets is reduced by an allowance account.
- Derecognition of Financial Assets
The Company derecognizes financial assets only when the contractual rights to the cash flows from the financial assets have lapsed or when the financial assets have been transferred and substantially all the risks and rewards of ownership of the assets have been transferred to other enterprises. When a financial asset is derecognized, the difference between the carrying amount of the financial asset and the consideration received is recognized in profit or loss.
-
(XI) Financial Liabilities and Equity Instruments
-
Classification of financial liabilities or equity instruments
Debt and equity instruments issued by the Company are classified as financial liabilities or equity based on the substance of the contractual agreements and the definitions of financial liabilities and equity instruments.
77
- Equity instruments
An equity instrument is a contract that recognizes the Company's remaining interest in an asset less all of its liabilities. Equity instruments issued by the Company are recognized at the acquisition price less direct issuance costs.
- Subsequent measurement of financial liabilities
All financial liabilities are measured at amortized cost using the effective interest method.
- Derecognition of financial liabilities
When a financial liability is derecognized, the difference between the carrying amount and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
- (XII) Provisions
The amount recognized as a provision is the best estimate of the amount required to settle the obligation at the balance sheet date, taking into account the risks and uncertainties of the obligation.
Warranty provisions under the construction contract is the best assessment with respect to the obligations of the management in the reimbursement to the Company. It is recognized when an income is recognized.
- (XIII)Revenue Recognition
After the Company identifies performance obligations under customer contracts, the transaction price is apportioned to each performance obligation and revenue is recognized when each performance obligation is satisfied.
- Merchandise sales revenue
Revenue from merchandise sales is derived from the sale of electrical equipment. When the electrical equipment is inspected and delivered to the designated location, the customer has the right to set the price and use the product and has the primary responsibility for reselling it, and assumes the risk of obsolescence of the merchandise. The Company recognizes revenue and accounts receivable at that point in time.
2. Construction revenue
For construction contracts that are under the control of the customer during the construction process, the Company recognizes revenue using the percentage of completion method. The Company measures the percentage of completion based on actual construction progress. The Company recognizes contract assets over time during the construction process and reclassifies them as accounts receivable upon billing. If the amount received exceeds the amount of revenue recognized, the difference is recognized as a contract liability.
- Electricity sales revenue
Revenues from electricity sales are based on the actual kilowatt hours generated and the rates agreed with Taiwan Power Company.
78
4. Service revenue
The service revenue is derived from the subcontracting services of power plant works. Since the performance obligation and risk related to the power plant works have been transferred to the subcontractors, the Company provides subcontracting services as an agent and recognizes the revenue based on the actual progress of the works carried out by the subcontractors.
(XIV)Leases
The Company assesses whether a contract is (or contains) a lease at the inception date of the contract.
For contracts with lease and non-lease components, the Company apportions the consideration in the contracts on the basis of separate prices and treats them separately.
1. Where the Company is the lessor
Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the asset to the lessee. All other leases are classified as operating leases.
Under operating leases, lease payments, net of lease incentives, are recognized as income on a straight-line basis over the term of the relevant lease. The original direct cost incurred to acquire an operating lease is added to the carrying amount of the underlying asset and recognized as an expense over the lease term on a straight-line basis.
- Where the Company is the lessee
Right-of-use assets and lease liabilities are recognized at the lease commencement date for all leases except for leases of low-value subject assets to which recognition exemptions apply and short-term leases where lease payments are recognized as an expense on a straight-line basis over the lease term.
Right-of-use assets are measured initially at cost (including the original measurement of the lease liability, lease payments made prior to the lease commencement date less lease incentives received, original direct cost and estimated cost of restoration of the subject asset) and subsequently measured at cost less accumulated depreciation and accumulated impairment losses, with adjustments for remeasurement of the lease liability. Right-of-use assets are presented separately in the parent company only balance sheets.
Right-of-use assets are depreciated on a straight-line basis from the lease commencement date to the earlier of the end of the useful life or the end of the lease term.
Lease liabilities are measured initially at the present value of the lease payments. If the interest rate implied by the lease is readily determinable, lease payments are discounted using that rate. If the interest rate is not readily determinable, the lessee's incremental borrowing rate is used.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, and interest expense is allocated over the lease term. Lease liabilities are presented separately on parent company only balance sheets.
Rentals under leases that do not depend on changes in indices or rates are recognized as expenses in the period in which they are incurred.
(XV) Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of
79
a qualifying asset are included as part of the cost of that asset until substantially all of the activities necessary to bring the asset to its intended use or sale have been completed.
Investment income earned on specific borrowings that are temporarily invested prior to the incurrence of qualifying capital expenditures is deducted from the cost of borrowings eligible for capitalization.
Except for the above, all other borrowing costs are recognized in profit or loss in the year in which they are incurred.
(XVI)Employee Benefits
- Short-term employee benefits
Short-term employee benefit-related liabilities are measured at the non-discounted amount expected to be paid in exchange for employee services.
- Postemployment benefits
Defined contribution pension plan benefits are recognized as an expense over the period of service rendered by employees.
(XVII)Income Taxes
Income tax expense is the sum of current income tax and deferred income tax.
- Current income tax
The Company determines the current income (loss) based on the regulations of each jurisdiction in which the Company files income tax returns and calculates the amount of income tax payable (recoverable).
Income tax on undistributed earnings is recognized in the year when the shareholders' meeting is held.
Adjustments to prior years' income tax payable are included in the current period's income tax.
- Deferred income tax
Deferred income tax is calculated on temporary differences between the carrying amounts of assets and liabilities and the tax bases used to compute taxable income.
Deferred income tax liabilities are generally recognized for all taxable temporary differences, while deferred income tax assets are recognized to the extent that it is probable that taxable profit will be available against which the temporary differences and loss carryforwards can be utilized.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient tax assets will be available to allow recovery of all or part of the asset. Deferred income tax assets are reviewed at each balance sheet date and the carrying amount is increased to the extent that it is more likely than not that sufficient tax assets will be available to allow recovery of all or part of the assets.
80
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the liability is settled or the asset is realized, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences of the manner in which the Company expects to recover or settle the carrying amounts of its assets and liabilities at the balance sheet date.
- Current and deferred income taxes
Current and deferred income taxes are recognized in profit or loss.
- V. Significant Accounting Judgments, Estimates and Key Sources of Assumption Uncertainty
In applying accounting policies, the Company's management is required to make judgments, estimates and assumptions that are based on historical experience and other relevant factors when the information is not readily available from other sources. Actual results may differ from those estimates.
Management reviews estimates and underlying assumptions on an ongoing basis. Revisions to estimates are recognized in the period in which they are made if they affect only the current period, or in the period in which they are made if they affect both the current and future periods.
Key sources of estimation and assumption uncertainty:
- Long term construction work receivables involving any unsettled litigation
As of December 31, 2022 and 2021, the Company had uncollected long-term construction receivables of NT$207,991 thousand (net of allowance for losses of NT$178,575 thousand and estimated overdue penalties) in prior years. Due to the pending litigation with Taiwan Power Company, the recovery of the project amount is subject to future court decisions. If the outcome of a future court judgment differs materially from the estimated amount of the impairment loss, the amount of the difference is recognized in profit or loss in the year of the judgment.
VI. Description of significant accounting items
(I) Cash and Cash Equivalents
the judgment. Description of significant accounting items (I) Cash and Cash Equivalents |
|
|---|---|
| December 31,2022 Cash on hand $ 138 Bank deposits 216,240 Total $ 216,378 (II) Financial assets at fair value through profit or loss December 31,2022 Financial assets - current Non-derivative financial assets Domestic listed (Over-the- Counter) stocks $ 53,752 |
December 31,2021 |
| $ 138 504,804 |
|
| $ 504,942 | |
| December 31,2021 | |
| $ - |
81
(III) Financial assets measured at amortized cost
| Current Pledged time deposits with an original maturity of more than 3 months Non-current Pledged time deposits with an original maturity of more than 3 months Reserve Account Total |
December 31,2022 $ 100,000 $ 55,643 - $ 55,643 |
December 31,2021 |
|---|---|---|
| $ - | ||
| $ 70,574 2,280 |
||
| $ 72,854 |
As of December 31, 2022 and 2021, the interest rate range of the time deposit with an initial maturity date over 3 months was 0.34% to 0.88% and 0.06 % to 1.09 % , respectively.
For information on pledges of financial assets measured at amortized cost, see Note 8.
- (IV) Notes receivable, accounts receivable and overdue receivables.
| Notes receivable Measured at post-amortized cost Accounts payable (including to re- |
December 31,2022 $ 1,310 $ 28,791 (39) $ 28,752 $ 10,552 (10,552) $ - |
December 31,2021 |
|---|---|---|
| $ 7,256 | ||
| $ 185,602 (39) |
||
lated parties) Measured at post-amortized cost Total carrying amount Less: Allowance for losses Total Overdue receivables Due to business operations Less: Allowance for losses Total |
||
| $ 185,563 | ||
| $ 10,552 (10,552) |
||
| $ - |
- The average credit period for merchandise sales ranges from 30 to 180 days, and accounts receivable are non-interest-bearing. The Company's policy is to deal only with creditworthy customers.
The Company recognizes an allowance for losses on accounts receivable on the basis of expected credit losses over the life of the receivable. The expected credit losses for the duration of the period are calculated using an allowance matrix, which takes into account the customer's past default history and current financial condition and industry outlook. Because the Company's credit loss history shows that there is no significant difference in loss patterns among different customer groups, the allowance matrix does not further differentiate between customer groups and only uses the number of days of aging on the accounts receivable establishment date to determine the expected credit impairment rate.
If there is evidence that the counter-party is in serious financial difficulty and the Company cannot reasonably expect to recover the amount, for example, if the counter-party is in liquidation or the debt has been outstanding for more than 720 days, the Company reclassifies the amount as an overdue receivable and recognizes an allowance for loss, but continues its collection activities and recognizes the amount recovered in profit or loss.
82
- 2 The Company measures the allowance for losses on notes and accounts receivable based on the allowance matrix as follows
| December 31, 2022 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| Loss from expected credit impairment Total carrying amount Allowance for losses (expected credit losses over the life of the Company) Cost after amortiza- tion |
Less than 30 days |
31 to 90 days | 91 to 180 days | 181 to 360 days | 361 days or more |
Total |
| -% $ 20,574 - |
-% $ 7,353 - |
1.79% $ 2,174 (39) |
2% $ - |
50% $ - - |
$ 30,101 (39) |
|
| $ 20,574 | $ 7,353 | $ 2,135 | $ - | $ - | $ 30,062 | |
| December 31, 2021 | ||||||
| Loss from expected credit impairment Total carrying amount Allowance for losses (expected credit losses over the life of the Company) Cost after amortiza- tion |
Less than 30 days |
31 to 90 days | 91 to 180 days | 181 to 360 days | 361 days or more |
Total |
| -% $ 139,492 - |
-% $ 667 - |
-% $ 50,735 - |
2% $ 1,964 (39) |
50% $ - - |
$ 192,858 (39) |
|
| $ 139,492 | $ 667 | $ 50,735 | $ 1,925 | $ - | $ 192,819 |
Information on the changes in the allowance for losses on accounts receivable is as follows
follows |
||
|---|---|---|
| Balance at the beginning of period Add: Provision (Reversal) of impair- ment loss for the year Balance at the end of period (V) Inventory Finished goods Work in process Raw materials Total |
FY2022 $ 39 - $ 39 December 31,2022 $ 37,197 106,483 11,735 $ 155,415 |
FY2021 |
| $ 230 (191) |
||
| $ 39 | ||
| December 31,2021 | ||
| $ 9,307 8,880 5,854 |
||
| $ 24,041 |
- Operating costs related to inventories were NT$96,701 thousand and NT$87,307 thousand FY2022 and FY2021, respectively. The cost of goods sold for FY2022 and FY2021 included NT$1,863 thousand and NT$1,093 thousand, respectively, for the decline in value of inventories and losses on doubtful accounts.
83
- (VI) Prepayment
| repayment | ||
|---|---|---|
| Prepayment Prepaid insurance fees Prepaid pensions Others Total Prepayment for equipment purchase Less: Accumulated impairment Total Current Non-current |
December 31,2022 $ 19,665 183 570 3,338 $ 23,756 $ 81,157 (23,918) $ 57,239 $ 23,756 $ 57,239 |
December 31,2021 |
| $ - - 570 229 |
||
| $ 799 | ||
| $ 80,440 (23,918) |
||
| $ 56,522 | ||
| $ 799 | ||
| $ 56,522 |
For the assessment of the accumulated impairment on prepayment for equipment, please refer to Note 9 (II).
-
(VII) Investments accounted for using the equity method
-
Investment in subsidiaries
| vestment in subsidiaries | ||||
|---|---|---|---|---|
| Investees | December 31, 2022 | December 31, 2021 | ||
| Total carrying amount |
Shareholding % |
Total carrying amount |
Shareholding % |
|
| Le Hua Investment Co., Ltd. Luxe Solar Energy Co., Ltd. Sen-Hsin Energy Co., Ltd. Chin Lai International Develop- ment Co., Ltd. Wan Chuan Construction Co., Ltd. Kai Shih Energy Co., Ltd. Joy Ribbon Limited Total |
$ 13,803 3,537 692,680 222,149 64,364 3,250 - |
100 100 100 100 52.5 51 - |
$ 48,963 13,563 437,850 212,823 - 2,467 2,078 |
100 100 100 100 - 51 51 |
| $ 999,783 | $ 717,744 |
-
On July 15, 2022, Le Hua Investment Co., Ltd. reduced its capital and returned NT$20,000 thousand in share subscriptions.
-
On July 15, 2022,Luxe Solar Energy Co., Ltd. reduced its capital and returned NT$10,000 thousand in share subscriptions.
-
On May 31, 2022, June 23, 2022 and July 11, 2022, the Company participated in a follow-on offering amounting to NT$230,000 thousand for Sen-Hsin Energy Co., Ltd.
-
On November 28, 2022, the Company participated a follow-on offering amounting to NT$63,000 thousand for Wan Chuan Construction Co., Ltd, and obtained a controlling interest in the investee company. Please refer to Note 6(26) of the Company's Annual Consolidated Financial Report for details.
-
Kai Shih Energy Co., Ltd. was established in September 2021.
-
The Company subscribed to the follow-on offering of Joy Ribbon Limited for its cash capital increase in October 2021. On April 22, 2022, the Board of Directors resolved to dispose of all the shares of Joy Ribbon Limited and Kai Shih Energy Co., Ltd. for the original invested amount in order to focus on the core business of the Company. Among them, the Company’s shareholdings of Joy Ribbon Limited was disposed of in May 2022, please refer to Note 6(29) of the Company's Annual Consolidated Report for details.
84
(VIII) Property, Plant, and Equipment
| Item | FY2022 | FY2022 | ||
|---|---|---|---|---|
| Balance at the be- ginning of period |
Acquired | Disposed | Balance at the end of period |
|
| Cost Land Buildings Machinery Equip- ment Office Equipment Power Generation Equipment Other Equipment Leasehold improve- ments Subtotal Accumulated Deprecia- tion and Impairment Buildings Machinery Equip- ment Office Equipment Power Generation Equipment Other Equipment Leasehold improve- ments Subtotal Net amount |
$ 45,719 99,502 18,348 2,560 25,263 39,401 3,348 |
$ 1,250 270 16,670 559 - 4,129 5,109 |
$ - - (3,082) (560) - (120) - |
$ 46,969 99,772 31,936 2,559 25,263 43,410 8,457 |
| 234,141 | 27,987 | (3,762) | 258,366 | |
| 47,186 16,832 1,608 3,764 34,988 585 |
2,761 1,234 215 1,329 1,375 595 |
- (3,073) (513) - (110) - |
49,947 14,993 1,310 5,093 36,253 1,180 |
|
| 104,963 | 7,509 | (3,696) | 108,776 | |
| $ 129,178 |
$ 20,478 | $ (66) | $ 149,590 |
| Item | FY2021 | FY2021 | ||
|---|---|---|---|---|
| Balance at the be- ginning of period |
Acquired | Disposed | Balance at the end of period |
|
| Cost Land Buildings Machinery Equip- ment Office Equipment Power Generation Equipment Other Equipment Leasehold improve- ments Subtotal Accumulated Deprecia- tion and Impairment Buildings Machinery Equip- ment Office Equipment Power Generation Equipment Other Equipment Leasehold improve- ments Subtotal Net amount |
$ 45,719 90,044 43,327 2,774 25,263 47,114 3,348 |
$ - 9,458 932 800 - 648 - |
$ - - 25,911 1,014 - 8,361 - |
$ 45,719 99,502 18,348 2,560 25,263 39,401 3,348 |
| 257,589 | 11,838 | 35,286 | 234,141 | |
| 44,685 42,570 2,445 2,434 41,850 251 |
2,501 160 177 1,330 1,499 334 |
- 25,898 1,014 - 8,361 - |
47,186 16,832 1,608 3,764 34,988 585 |
|
| 134,235 | 6,001 | 35,273 | 104,963 | |
| $ 123,354 |
$ 5,837 | $ 13 | $ 129,178 |
85
- The Company depreciates each component item on a straight-line basis over its useful life as follows:
eful life as follows: |
|
|---|---|
| Item Buildings Machinery Equipment Office Equipment Power Generation Equipment Other Equipment Leasehold improvements |
Useful Life |
| 35 years 2 to 14 years 2 to 7 years 18 years 2 to 20 years 9 years |
-
The Company's property, plant and equipment are pledged as collaterals for longterm and short-term loans. Please refer to Note 8 for details.
-
(IX) Lease Agreements
-
Right-of-use assets
| se Agreements ght-of-use assets |
||
|---|---|---|
| Carrying amount of right-to-use assets Buildings Transport Equipment Total Newly acquired right-of-use as- sets Lease modification (lease cancel- lation) Depreciation expense of right-of- use assets Buildings Transport Equipment Total |
December 31, 2022 $ 14,724 1,200 $ 15,924 FY2022 $ 13,306 $ 3,167 $ 2,140 559 $ 2,699 |
December 31, 2021 |
| $ 7,822 662 |
||
| $ 8,484 | ||
| FY2021 | ||
| $ 493 | ||
| $ - | ||
| $ 1,937 654 |
||
| $ 2,591 |
Other than the above additions and depreciation expense recognized, there were no significant subleases or impairments of right-of-use assets in FY2022 and FY2021.
2. Leasing liabilities
Transport Equipment 559 Total $ 2,699 Other than the above additions and depreciation expense no significant subleases or impairments of right-of-use FY2021. asing liabilities |
654 $ 2,591 recognized, there were assets in FY2022 and |
|---|---|
| December 31,2022 Carrying amount of lease liabili- ties Current $ 2,959 Non-current $ 13,205 The discount rate range for lease liabilities is as follows: December 31,2022 Buildings 1.60%~2.47% Transport Equipment 1.88%~2.13% |
December 31,2021 |
| $ 1,489 | |
| $ 7,169 | |
| December 31,2021 | |
| 1.6%~2.71% 1.88% |
3. Significant leasing activities and terms
The Company leases the above transportation equipment for a period of 3 years.
The Company also leases the building for office and solar farm for power generation for a period of 10 and 20 years.
86
4. Other Lease Information
| 4. Other Lease Information | |
|---|---|
| FY2022 Short-term lease expenses $ - Low-value asset lease expenses $ 151 Variable lease expenses not in- cluded in the measurement of lease liabilities $ 275 Total cash expenditure for leases (outflow) $ (3,283) (X) Other Current Assets December 31, 2022 Current Input tax $ - Tax overpaid retained for offsetting future tax payable 4,879 Others - Total $ 4,879 (XI) Long-term notes and accounts receivable December 31, 2022 Accounts receivable - Taiwan Power Company (Taichung Power Plant) $ 355,600 Accounts receivable - Taiwan Power Company (Offshore Wind Power Develop- ment In Taichung Port) 17,226 Estimated additional receivables from construction work 13,740 Less: Estimated overdue fines (141,000) Less: Allowance for losses (37,575) Subtotal of construction and engi- neering receivables $ 207,991 Other receivables - Chou, Hsiu-Mei $ 25,583 Less: Allowance for losses (25,583) Subtotal $ - |
FY2021 |
| $ 48 | |
| $ 128 | |
| $ 301 | |
| $ (3,207) | |
| December 31, 2021 | |
| $ 749 - 1,807 |
|
| $ 2,556 | |
| December 31, 2021 | |
| $ 355,600 17,226 13,740 (141,000) (37,575) |
|
| $ 207,991 | |
| $ 25,583 (25,583) |
|
| $ - |
-
The Company filed an arbitration case for the delayed completion of the Taichung Power Plant and Offshore Wind Power Development In Taichung Port of Taiwan Power Company (Taipower). The arbitration judgment was issued by the Chinese Construction Industry Arbitration Association(CCIAA) on January 19, 2010 (2008 Gong-Zhong-Xie-Jing-Zi No. 019) and a judgement was issued by the High Court on May 31, 2011 (2010 Zhong-Shang-Zi No. 501). The Company recorded NT$141,000 thousand in overdue penalties and NT$13,740 thousand in additional receivables due for construction work based on the arbitration judgement. However, the parties did not reach a consensus on the settlement amount, which resulted in the delay in payment by Taipower, so the accounts were reclassified as long-term accounts receivable. Please refer to Note 9(3) for details.
-
In August 2012, the Company sold 800,000 shares of its equity-method investment in Dakang Insurance Brokerage Co., Ltd. at NT$48 per share, for a total consideration of NT$38,400 thousand. The transferee of the above shares, Chou, Hsiu-Mei, had issued a promissory note and pledged the shares to the Company upon signing the equity transfer deed. However, subsequently, the transferee failed to repay the loan on time. On March 25, 2013 and August 12, 2013, the Company entered into new agreement with Chou, including accrued interest at a rate of 6% per annum until March 25, 2014. As of December 31, 2022 and 2021, NT$25,583 thousand
87
(including NT$24,180 thousand of principal and NT$1,403 thousand of interest receivable) remained uncollected, which was reclassified as long-term receivables and recorded as a 100% allowance for losses. On February 26, 2015, the Company filed a lawsuit with the guarantor of the note issued by Chou, Hsiu-Mei - Dah Sing Network Technology Co., Ltd. to fulfill payment obligations. On February 3, 2016, the Court dismissed the case and the Company filed an appeal on March 4, 2016. The High Court ruled in favor of the Company (No. 325 of 105). On May 9, 2017, the High Court ruled in favor of the Company (2016 Zhong-Shang-Zi No. 325). However, Dah Sing Network Technology Co., Ltd. appealed the decision to the Supreme Court. On February 27, 2020, the Supreme Court ruled (2019 TaiShang-Zi No. 1237) that the original judgment, with the exception of the provisional execution, was abrogated and remanded the case to the Taiwan High Court for retrial. On December 22, 2020, the High Court ruled in favor of the Company (2020 Zhong-Shang-Geng-Yi-Zi No. 38). While Dah Sing Network Technology Co., Ltd. did not file an appeal, the Company has assessed that the possibility of debt recovery was low, henceforth the Company did not reverse the recognized allowance for loss.
- The Company considers the customer's past default record and current financial condition, as well as the possible outcome of future court decisions. If there is evidence that the counter-party is facing severe financial difficulties or the judgment may be unfavorable to the Company, and the Company cannot reasonably expect to recover the amount, the Company will directly write off the related receivables, but shall continue to pursue debt recovery activities and recognize the amount recovered in profit or loss.
(XII) Short-term borrowings
covered in profit or loss. hort-term borrowings |
||
|---|---|---|
| Secured loans Credit loans Less: Unamortized bank borrowing costs Total Interest Rate Range |
December 31, 2022 $ 130,000 52,840 - $ 182,840 1.9%~2.3% |
December 31, 2021 |
| $ 113,500 36,500 291 |
||
| $ 149,709 | ||
| 1.6% |
For the pledges provided by the Company for short-term loans, please refer to Note 8.
(XIII) Long-term borrowings
8. ong-term borrowings |
||
|---|---|---|
| Secured loans Less: Loan maturity classified as due within one year Long-term borrowings Interest Rate Range |
December 31, 2022 $ 162,705 (1,182) $ 161,523 2.25% |
December 31, 2021 |
| $ 13,708 (1,104) |
||
| $ 12,604 | ||
| 2.22% |
The above-mentioned bank loans shall mature successively before September 2029. Please refer to Note 8 for information on assets pledged as collateral for long-term loans.
(XIV) Notes and accounts payable
loans. otes and accounts payable |
||
|---|---|---|
| Notes payable Accounts receivable-related parties |
December 31, 2022 $ - 90,186 $ 90,186 |
December 31, 2021 |
| $ 331 119,370 |
||
Total |
$ 119,701 |
88
-
The average credit period for accounts payable is generally 30 to 60 days for customers, and for outsourced projects, payment is made according to the contract period agreed to between the two parties. The Company upholds a financial risk management policy to ensure that all payables are repaid within the pre-agreed credit terms.
-
2.Please refer to Note 6(25) for disclosures of payables and other payables that are exposed to liquidity risk.
-
(XV) Post-employment benefit plans
Defined Contribution Plan
The Company's pension plan under the Labor Pension Act is a government-administered defined contribution plan that contributes 6% of employees' monthly salaries to the individual accounts under the Bureau of Labor Insurance. The pension cost recognized as expense in the parent company only comprehensive statements of income was NT$1,495 thousand and NT$1,264 thousand for FY2022 and FY2021, respectively.
(XVI) Equity
- Common share capital
y. ity Common share capital |
||
|---|---|---|
| Number of shares (in thousands) Authorized share capital Number of issued and fully paid shares (in thousands) Publicly traded common stock |
December 31, 2022 600,000 $ 6,000,000 145,486 $ 1,454,858 |
December 31, 2021 |
| 600,000 $ 6,000,000 |
||
| 135,968 $ 1,359,680 |
The issued common stock has a par value of $10 per share and each share has one vote and the right to receive dividends.
On March 5, 2021, the Board of Directors adopted a follow-on offering to issue 40,000 thousand shares at a par value of NT$10. The stocks were issued at a premium of NT$ 12.6 per share. The paid-in capital was NT$1,359,680 after the execution of the offering. The base day for the offering was September 2, 2021. The relevant change registration procedures have been duly completed.
At the annual general shareholders' meeting held on June 21, 2022, for the dividend distribution for FY2021, the shareholders resolved to distribute NT$95,178 thousand in stock dividends at NT$0.7 per share, resulting in a capital stock of NT$1,454,858 thousand after the distribution.
2. Capital reserve
NT$1,454,858 thousand after the distribution. pital reserve |
|
|---|---|
| December 31, 2022 May be used to make up losses, to distribute cash or to increase capi- tal Shares issued at premium $ 133,054 |
December 31, 2021 |
| $ 133,054 | |
tal Shares issued at premium |
In September 2021, the Company issued 40,000 thousand shares at a par value of NT$10 per share, at a premium of NT$12.6 per share, resulting in an increase in capital surplus of NT$104,000 thousand.
The capital surplus from the stock issuance premium may be used to offset losses or, when the Company has no losses, to distribute cash or to increase capital, provided that the capitalization is limited to a certain percentage of the paid-in capital each year.
3. Policy on retained earnings and dividends
In accordance with the provisions of the Company's Articles of Incorporation on
89
the earnings distribution policy, if having a profit in the final accounting of the year, the Company shall first pay taxes and make up any cumulative losses in accordance with laws, and then set aside 10% of the said earnings as legal reserves, unless such legal reserves reach the amount of the Company’s paid-in capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws may require. If there is any residual balance, it shall be, together with the undistributed earnings carried from previous years, used as dividends for shareholders. The Board of Directors shall draft an earnings distribution proposal and submit it to the shareholders’ meeting for approval. Please refer to Note 6(22), "Remuneration to Employees and Directors", for the policy on the distribution of employees and directors' remuneration under the amended Articles of Incorporation.
Legal reserve may be used to make up losses. If the Company has no deficit, the excess of legal reserve over 25% of the paid-in capital may be distributed in cash in addition to increasing capitalization.
At the annual general shareholders' meetings held on June 21, 2022 and May 7, 2021, the Company approved the following distribution of earnings for the FY2021 and FY2020, respectively:
| Legal reserve Cash dividend (NT$0.2 and NT$0.5 per share respectively) Stock dividends (NT$0.7 per share) her equity items Balance on January 1, 2022 Exchange difference from con- version of financial statements of foreign operations Balance as of December 31, 2022 |
FY2021 $ 11,222 $ 27,193 $ 95,178 FY2022 $ (13) 13 $ - |
FY2020 |
|---|---|---|
| $ 6,208 | ||
| $ 47,984 | ||
| $ - | ||
| FY2021 | ||
| $ - (13) |
||
| $ (13) |
4. Other equity items
(XVII)Earnings Per Share
- Basic earnings per share
The weighted-average number of shares of common stock and earnings per share used in the calculation of earnings per share were as follows:
| Net income attributable to owners Weighted-average number of common shares for basic earnings per share calculation (in thou- sands) Basic earnings per share (NT$) |
FY2022 $ 45,080 145,486 $ 0.31 |
FY2021 |
|---|---|---|
| $ 112,220 | ||
| 118,819 | ||
| $ 0.94 |
Earnings per share have been retroactively adjusted for the effect of stock grants, the base date of which was set on September 16, 2022. The basic earnings per share was retroactively adjusted from NT$1.03 to NT$0.94.
The weighted-average number of shares of common stock and earnings used to calculate diluted earnings per share were as follows:
alculate diluted earnings per share were as follows: |
|
|---|---|
| FY2022 Net income attributable to owners$ 45,080 Weighted-average number of common shares for basic earnings 145,486 |
FY2021 |
| $ 112,220 | |
| 118,819 |
90
| per share calculation (in thou- sands) Impact of common stock with po- tential dilutive effects Employee remuneration 67 Weighted-average number of common shares for the purpose of calculating diluted earnings per share 145,553 Diluted earnings per share (NT$) $ 0.31 |
54 |
|---|---|
| 118,873 | |
| $ 0.94 |
If the Company has the option to pay employees in stock or cash, the calculation of diluted earnings per share assumes that employee remuneration will be paid in stock and is included in the weighted-average number of common shares outstanding for the purpose of calculating diluted earnings per share when the potential common shares have a dilutive effect. The dilutive effect of these potential common shares will continue to be considered in the calculation of diluted earnings per share before the number of shares awarded to employees is determined in the following year's shareholders’ resolution.
As a result of the retroactive adjustment, the diluted earnings per share was retroactively adjusted from NT$1.03 to NT$0.94 for FY2021.
(XVIII) Revenue from Customer Contracts
| Construction revenue Sales revenue Electricity sales revenue Service revenue Others Total 1. Contract balance Accounts receivable and notes re- ceivable Contract assets - current Construction of photovoltaic power station and booster sta- tion Sales of electrical equipment Electricity sales revenue Total Contract liabilities - current Construction of photovoltaic power station and booster sta- tion |
FY2022 $ 64,704 72,165 3,191 - 6,725 $ 146,785 December 31, 2022 $ 30,062 $ 41,990 410 - $ 42,400 $ 5,144 |
FY2021 |
|---|---|---|
| $ 93,322 128,854 3,214 25,829 2,289 |
||
| $ 253,508 | ||
| December 31, 2021 | ||
| $ 192,819 | ||
| $ 21,587 236 209 |
||
| $ 22,032 | ||
| $ 396 |
The variation of the contract assets and liabilities is the result of the difference in the time point when fulfilling the obligations and the time the customer makes the payment.
91
2. Breakdown of revenue from customer contracts
| FY2022 | FY2022 | ||
|---|---|---|---|
| Contract revenue type Construction revenue Sales revenue Electricity sales reve- nue Others Total Point in time for rev- enue recognition: At a certain point in time To be satisfied over time Total |
Reportable segments | Total | |
| Energy Business Group |
Electrical Engineer- ing Business Group |
||
| $ 39,525 - 3,191 453 |
$ 25,179 72,165 - 6,272 |
$ 64,704 72,165 3,191 6,725 |
|
| $ 43,169 | $ 103,616 | $ 146,785 | |
| $ 3,644 39,525 |
$ 78,437 25,179 |
$ 82,081 64,704 |
|
| $ 43,169 | $ 103,616 | $ 146,785 |
| FY2021 | FY2021 | ||
|---|---|---|---|
| Contract revenue type Construction revenue Sales revenue Electricity sales reve- nue Service revenue Others Total Point in time for rev- enue recognition: At a certain point in time To be satisfied over time Total |
Reportable segments | Total | |
| Energy Business Group |
Electrical Engineer- ing Business Group |
||
| $ 22,612 7,068 3,214 25,829 675 |
$ 70,710 121,786 - - 1,614 |
$ 93,322 128,854 3,214 25,829 2,289 |
|
| $ 59,398 | $ 194,110 | $ 253,508 | |
| $ 36,786 22,612 |
$ 123,400 70,710 |
$ 160,186 93,322 |
|
| $ 59,398 | $ 194,110 | $ 253,508 |
(XIX) Total Non-operating Revenue and Expense
1.Interest income
| 1.Interest income | ||
|---|---|---|
| Bank deposits 2.Other revenue Rental revenue Offset against benefits from over- due payables Others Total |
FY2022 $ 840 FY2022 $ 504 - 3,265 $ 3,769 |
FY2021 |
| $ 357 | ||
| FY2021 | ||
| $ 292 9,185 - |
||
| $ 9,477 |
- Other profits and losses
FY2022
FY2021
92
| Profit from lease changes Gains (losses) from disposal of property, plant and equipment Disposal of investment interests Others Total nancial cost Interest on bank loans Interest on lease liabilities Less: Amount of interest capital- ized Net amount Rate of capitalized interest |
$ 12 (21) 250 (803) $ (562) FY2022 $ 3,465 236 (481) $ 3,220 1.86% |
$ - 342 - 2,761 |
|---|---|---|
| $ 3,103 | ||
| FY2021 | ||
| $ 2,307 183 (261) |
||
| $ 2,229 | ||
| 1.41% |
4. Financial cost
- (XX) A Summary of the Depreciation and Amortization Expense Function Is Presented Below:
elow: |
||
|---|---|---|
| Property, Plant and Equipment Right-of-use assets Total Summary of depreciation expense function Operating costs Operating expenses Total mployee Benefit Expenses Salary Labor and National Health Insur- ance Defined contribution plan Remuneration to directors Others Total Summary by function Operating costs Operating expenses Total |
FY2022 $ 7,509 2,699 $ 10,208 $ 6,584 3,624 $ 10,208 FY2022 $ 30,205 3,215 1,495 665 2,146 $ 37,726 $ 18,082 19,644 $ 37,726 |
FY2021 |
| $ 6,001 2,591 |
||
| $ 8,592 | ||
| $ 5,236 3,356 |
||
| $ 8,592 | ||
| FY2021 | ||
| $ 23,765 2,538 1,264 750 2,204 |
||
| $ 30,521 | ||
| $ 13,598 16,923 |
||
| $ 30,521 |
(XXI) Employee Benefit Expenses
-
(1) The number of employees of the Company for FY2022 and FY2021 were 61 and 57, respectively , of which the number of directors who were not also employees was 9 and 10.
-
(2) For companies whose shares are listed on the TWSE or TPEx, the following information should be disclosed additionally:
-
A. The average employee benefit expense for the year is NT$713 thousand. The average employee benefit expense for the previous year was NT$633 thousand.
-
B. The average employee salary expense for the year was NT$581 thousand. The average salary cost of the previous year was NT$506 thousand.
-
C. 15% change in average employee salary cost adjustment.
93
-
(3) Remuneration policy for directors, independent directors, managers and employees of the Company
-
A. The remuneration of directors includes compensation, retirement pensions, directors' remuneration and business execution expenses, of which the compensation and business execution expenses are authorized by the Company's Articles of Incorporation to be considered by the Board of Directors and the Compensation Committee based on the value of their participation and contribution to the Company's operations and with reference to the usual standards in the industry.
-
B. The Company has established an Audit Committee with no remuneration for supervisors.
-
C. The remuneration of the President and Vice President includes salary and bonus, which are determined by the position held, the responsibility assumed and the contribution to the Company with reference to the general market rate.
-
D. The remuneration of employees includes salary and bonus, and the salary of new employees is approved by the supervisor of the employing unit and submitted to the supervisor of authority and responsibility. In the future, employees with excellent performance may be reviewed by the supervisor of the unit and proposed for salary adjustment or promotion.
-
E. The main remuneration principles of the Company are linked to the performance of duties and performance results, and have a positive correlation with the operating performance, and the amount of payment is disclosed in accordance with the law.
(XXII)Remuneration to Employees and Directors
In accordance with the Company's Articles of Incorporation, the Company contributes no less than 1% and no more than 1% of the pre-tax benefit to employees' and directors' remuneration, respectively, for the year before the distribution of employees' and directors' remuneration. The estimated remuneration to employees for FY2022 and FY2021 were as follows:
| Employee remuneration Remuneration to directors Cash Employee remuneration |
FY2022 1% 0% FY2022 $ 456 |
FY2021 |
|---|---|---|
| 1% 0% FY2021 |
||
| $ 1,146 |
If there is a change in the amount of the annual parent company only financial report after the date of its issuance, the change in accounting estimate is treated as an adjustment in the following year.
There was no difference between the actual amount of employees' remuneration and the amount recognized in the parent company only financial statements for FY2021.
For additional information on the remunerations to the employees and directors approved by the Board, visit the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
(XXIII) Income Taxes
- The major components of income tax expense (benefit) recognized in profit or loss:
FY2022 FY2021
94
| Income tax for the current year Income tax generated in the current year Additional taxes levied on un- distributed earnings Deferred income tax Income tax generated in the current year Adjusted from the previous year Income tax expense (benefit) rec- ognized in profit or loss |
$ - 208 (134) - $ 74 |
$ - 276 134 744 |
|---|---|---|
| $ 1,154 |
- The reconciliation of accounting income and income tax expense (benefit) is as follows:
ollows: |
|
|---|---|
| FY2022 Income tax expense on net in- come before income tax at statu- tory tax rate $ 9,031 Non-deductible expenses for tax purposes 117 Net domestic investments recog- nized under the equity method (6,619) Additional taxes levied on undis- tributed earnings 208 Unrecognized temporary differ- ences 1,175 Unrecognized losses offset against current period (3,838) Adjustment in the current year for the income tax expenses of the previous year - Income tax expense (benefit) in- cluded in profit or loss $ 74 Income taxes recognized in other comprehensive income FY2022 Deferred income tax Generated in the current period Exchange difference from con- version of financial statements of foreign operations $ (2) ncome tax assets and liabilities in the current period December 31,2022 Income tax assets in current pe- riod Tax refund receivable $ 46 Income tax liabilities in current period Income taxes payable $ 257 |
FY2021 |
| $ 22,675 40 (2,628) 276 (4,395) (15,558) 744 |
|
| $ 1,154 | |
| FY2021 | |
| $ 2 | |
| December 31,2021 | |
| $ - | |
| $ 1,072 |
3.Income taxes recognized in other comprehensive income
4. Income tax assets and liabilities in the current period
5. Deferred income tax assets and liabilities
The changes in deferred income tax assets and liabilities are as follows:
FY2022 Balance at the beginning of[Recognized in ] Recognized in gain (loss) other compre-[ Balance at the ] end of period period
95
| Deferred income tax liabilities Investment income from subsidiaries ac- counted for under the equity method |
hensive in- come |
|||
|---|---|---|---|---|
| $ 134 |
$ (134) | $ - |
$ - |
| Deferred income tax liabilities Investment income from subsidiaries ac- counted for under the equity method |
FY2021 | FY2021 | ||
|---|---|---|---|---|
| Balance at the beginning of period |
Recognized in gain (loss) |
Recognized in other compre- hensive in- come |
Balance at the end of period |
|
| $ - |
$ 134 | $ - |
$ 134 |
- Deferred income tax assets not recognized in parent company only balance sheets
| December 31,2022 Loss deductions $ 150,435 Temporary differences that can be deducted 81,525 Total $ 231,960 |
December 31,2021 |
|---|---|
| $ 242,159 231,490 |
|
| $ 473,649 |
- As of December 31, 2022, information on unused tax losses and approved cases for income tax returns is summarized as follows:
| Year of occurrence FY2013 (authorized) FY2014 (authorized) FY2015 (authorized) FY2017 (authorized) Total |
Deductible amount 24,709 14,378 86,597 24,752 $ 150,436 |
Final deduction year FY2023 2024 2025 2027 |
|---|---|---|
- Status of approved Income taxes
The Company's income tax returns for FY2020 have been duly examined and cleared by the tax authorities.
(XXIV) Capital Risk Management
The Company is required to maintain sufficient capital to meet the doubtful assumptions as a going concern. Therefore, the Company manages its capital to ensure that it has the necessary financial resources and operating plans to meet its future needs for working capital, capital expenditures and debt repayment.
(XXV)Financial Instruments
1. Fair value information - financial instruments not measured at fair value
The carrying amounts of financial instruments not carried at fair value, such as cash, financial assets carried at amortized cost, accounts receivable, other receivables, refundable deposits, long-term and short-term loans (including long-term loans due within one year), accounts payable, other payables and guarantee deposits received, are a reasonable approximation of fair value.
96
-
Fair value information - financial instruments measured at fair value on a recurring basis
-
(1)Fair value hierarchy
| g basis Fair value hierarchy |
||||
|---|---|---|---|---|
| Financial assets at fair value through profit or loss Domestic listed (Over- the-Counter) stocks Financial assets at fair value through profit or loss Domestic listed (Over- the-Counter) stocks |
December 31, 2022 | |||
| Level 1 | Level 2 | Level 3 | Total | |
| $ 53,752 |
$ - |
$ - |
$ 53,752 | |
| Level 1 | Level 2 | Level 3 | Total | |
| $ - |
$ - |
$ - |
$ - |
There were no transfers between Level 1 and Level 2 fair value measurements from January 1 to December 31 2022 and 2011.
- Types of financial instruments
| from January 1 to December 31 2022 and 2011. pes of financial instruments |
|
|---|---|
| December 31,2022 Financial Assets Financial assets at fair value through profit or loss $ 53,752 Financial assets carried at amortized cost (Note 1) 629,845 Total $ 683,597 Financial liabilities Measured at amortized cost (Note 2) $ 447,824 Lease liabilities 16,164 Total $ 463,988 |
December 31,2021 |
| $ - 987,870 |
|
| $ 987,870 | |
| $ 295,744 8,658 |
|
| $ 304,402 |
Note 1: The balance includes cash, financial assets carried at amortized cost, notes receivable, accounts receivable, other receivables, long-term notes and accounts receivable and refundable deposits, and other financial assets carried at amortized cost.
Note 2: The balance includes financial liabilities measured at amortized cost, such as long-term and short-term loans (including long-term loans due within one year), notes payable, accounts payable, dividends payable, other payables and guarantee deposits received.
- financial risk management objectives and policies
The Company's major financial instruments include accounts receivable, accounts payable and borrowings. The Company's financial management department provides services to each business unit, coordinates access to domestic and international financial markets, and monitors and manages the financial risks associated with the Company's operations through internal risk reports that analyze risk exposures based on the level and breadth of risk. These risks include market risk (including interest rate risk and other price risks), credit risk and liquidity risk.
-
(1) Market risk
-
A.Interest rate risk
The carrying amounts of the Company's financial assets and liabilities exposed to interest rate risk as of the balance sheet date were as follows
Fair value interest rate risk
December 31, 2022 December 31, 2021
97
| Financial Assets | $ | 155,643 | $ | 72,854 |
|---|---|---|---|---|
| Financial liabilities | 199,004 | 158,367 | ||
| Cash flow rate risk | ||||
| Financial Assets | $ | 215,946 | $ | 504,510 |
| Financial liabilities | 162,705 | 13,708 |
Sensitivity analysis
The following sensitivity analysis is based on the interest rate risk of nonderivative instruments at the balance sheet date. For floating rate liabilities, the analysis assumes that the amount of the liability outstanding at the balance sheet date is outstanding for the period reported. The rate of change used in reporting interest rates internally to key management is a one-dollar increase or decrease in interest rates, which represents management's assessment of the reasonably possible range of interest rate changes.
If interest rates were to increase or decrease by 0.25%, with all other variables held constant, the Company's pre-tax income would increase/decrease by NT$324 thousand and NT$853 thousand for FY2022 and FY2021 respectively, due to the Company's exposure to interest rate risk on cash flows from variable rate deposits and borrowings.
B.Other price risk
The Company has equity price risk due to its investment in domestic listed securities. The management of the Consolidated Company manages the risk by holding different risky investment portfolios.
Sensitivity analysis
The following sensitivity analysis was performed based on the equity price risk at the balance sheet date.
If equity prices increased/decreased by 1%, net income before income tax would have increased/decreased by NT$538 thousand and NT$0 for FY2022 and FY2021 respectively, due to the increase/decrease in the fair value of financial assets at fair value through profit or loss.
The increase in sensitivity to price risk during the year was mainly due to the increase in equity investments.
(2) Credit risk
Credit risk refers to the risk of financial loss due to default on contractual obligations by counter-parties. As of the balance sheet date, the Company's maximum exposure to credit risk due to non-performance by counter-parties is mainly due to non-collection of customer accounts.
As of December 31, 2022 and 2021, the percentages of accounts receivable from the top ten customers to the Company's accounts receivable were 93.85% and 99.77%, respectively, and the credit concentration risk of the remaining accounts receivable was relatively insignificant.
-
(3) Liquidity risk
-
A. Liquidity and interest rate risk of non-derivative financial liabilities
The analysis of the remaining contractual maturities of non-derivative financial liabilities is based on the undiscounted cash flows (including principal and estimated interest) of the financial liabilities based on the earliest possible date on which the Company could be required to make repayment. Accordingly, the Company's bank loans that are repayable on demand are
98
listed in the table below at the earliest possible date, without regard to the probability that the banks will enforce the rights immediately; the maturity analysis of other non-derivative financial liabilities is prepared based on the contractual repayment dates.
The undiscounted interest amount of interest cash flows paid at floating interest rates is derived from the borrowing rate at the balance sheet date.
| Non-derivative finan- cial liabilities Non-interest-bear- ing liabilities Floating rate instru- ments Lease liabilities Total More Lease liabilities |
December 31, 2022 | December 31, 2022 | December 31, 2022 | ||
|---|---|---|---|---|---|
| Less than 6 months |
6 months to 1 year |
1 to 2 years | More than 2 years |
Total | |
| $ 95,805 186,272 1,597 |
$ - 2,243 1,628 |
$ - 5,463 3,103 |
$ - 168,583 11,045 |
$ 95,805 362,561 17,373 |
|
| $ 283,674 | $ 3,871 | $ 8,566 | $ 179,628 | $ 475,739 | |
| information on the analysis Less than 1 year 1 to 5 years $ 3,225 $ 10,701 |
16 to 20 years | ||||
| $ 3,225 | $ 10,701 | $ 2,342 | $ 947 | $ 158 |
| Non-derivative finan- cial liabilities Non-interest-bear- ing liabilities Floating rate instru- ments Lease liabilities Financial guarantee liabilities Total More Lease liabilities |
December 31, 2021 | December 31, 2021 | December 31, 2021 | ||
|---|---|---|---|---|---|
| Less than 6 months |
6 months to 1 year |
1 to 2 years | More than 2 years |
Total | |
| $ 132,210 1,887 1,035 - |
$ - 151,699 600 - |
$ - 1,371 1,028 - |
$ 117 12,819 6,917 552,470 |
$ 132,327 167,776 9,580 552,470 |
|
| $ 135,132 | $ 152,299 | $ 2,399 | $ 572,323 | $ 862,153 | |
| information on the analysis Less than 1 year 1 to 5 years $ 1,635 $ 4,498 |
16 to 20 years | ||||
| $ 1,635 | $ 4,498 | $ 2,342 | $ 947 | $ 158 |
B. Financing amount
$ 1,635 $ Financing amount |
4,498 $ 2,342 $ |
947 $ 158 |
|---|---|---|
| Unsecured bank loan limit -Amount utilized -Unutilized amount Total Guaranteed Bank credit line -Amount utilized -Unutilized amount Total |
December 31, 2022 $ 52,840 137,160 $ 190,000 $ 292,705 100,295 $ 393,000 |
December 31, 2021 |
| $ 36,500 - |
||
| $ 36,500 | ||
| $ 127,208 1,217,292 |
||
| $ 1,344,500 |
VII. Related Party Transactions
The transactions between the Company and its related parties were as follows
(1) Names of related parties and their relationships
Name of related party
Sen-Hsin Energy Co., Ltd. (hereinafter referred to as "Sen-Hsin")
[Relationship with the Com-] pany
[Subsidiary ]
99
| Luxe Solar Energy Co., Ltd. | Subsidiary |
|---|---|
| (hereinafter referred to as "Luxe Solar") | |
| Chin Lai International Development Co., Ltd. | Subsidiary |
| (hereinafter referred to as "Chin Lai") | |
| Wan Chuan Construction Co., Ltd. | Subsidiary |
| (hereinafter referred to as "Wan Chuan Construc- | |
| tion") | |
| Qun Li Energy Co., Ltd. | Subsidiary |
| (hereinafter referred to as "Qun Li") | |
| Le Hua Investment Co., Ltd. | Subsidiary |
| (hereinafter referred to as "Le Hua") | |
| Kai Shih Energy Co., Ltd. | Subsidiary |
| (hereinafter referred to as "Kai Shih") | |
| Ching Tien Energy and System Co., Ltd. | Other related party |
| ((hereinafter referred to as "Ching Tien Energy")) | |
| Chao Hsing Energy Co., Ltd. | Other related party |
| (hereinafter referred to as "Chao Hsing Energy") | |
| Sel Tech Co., Ltd. | Other related party |
| (hereinafter referred to as "SEL Tech") | |
| Solargo Tech Co., Ltd. | Other related party |
| (hereinafter referred to as "Solargo") | |
| Quintain Steel Co., Ltd. | Other related party |
| (hereinafter referred to as "Quintain") | |
| Chateau Rich Hotel Co., Ltd. | Other related party |
| (hereinafter referred to as "Chateau Rich") |
- (II) Operating revenue
| Operating revenue | ||
|---|---|---|
| Subsidiary Ching Tien Energy and System Co., Ltd. Solargo Tech Co., Ltd. Other related party Total |
FY2022 $ - 28,679 - 8,240 $ 36,919 |
FY2021 |
| $ 7,421 16,669 127,040 9,160 |
||
| $ 160,290 |
-
The subsidiary mainly receives revenue from maintenance of photovoltaic equipment. The collection period is based on mutual agreement and is not materially different from that of non-affiliated parties.
-
Ching Tien Energy and System Co., Ltd. and Chao Hsing Energy Co., Ltd. subcontract photovoltaic equipment projects including installation services. These projects are subcontracted to Sel Tech Co., Ltd. The financial statements of the Company present the construction revenue after deducting the cost of the outsourcing.
100
| FY2022 Ching Tien Energy and System Co., Ltd. Other related party Total FY2021 Ching Tien Energy and System Co., Ltd. Other related party Total |
Construction reve- nue NT$ 156,143 37,534 NT$ 193,677 $ 83,919 41,070 $ 124,989 |
Construction cost | Net amount |
|---|---|---|---|
| NT$ 127,464 29,294 |
NT$ 28,679 8,240 |
||
| NT$ 156,758 | NT$ 36,919 | ||
| $ 67,250 31,910 |
$ 16,669 9,160 |
||
| $ 99,160 | $ 25,829 |
- Solargo Tech Co., Ltd. generates operating income from equipment and installation of booster stations, and the prices and terms of payment are based on individual agreements between the two parties for each project.
(III) Purchases
agreements between the two parties for each project. Purchases |
|
|---|---|
| FY2022 Sel Tech Co., Ltd. $ 156,758 Contract Assets December 31, 2022 Ching Tien Energy and System Co., Ltd. $ 24,914 Other related party 2,982 Total $ 27,896 Accounts Receivables From Related Parties December 31, 2022 Accounts receivable Subsidiary $ - Ching Tien Energy and System Co., Ltd. - Chao Hsing Energy Co., Ltd. - Solargo Tech Co., Ltd. - Total $ - Other receivables Subsidiary $ 168 |
FY2021 |
| $ 99,160 | |
| December 31, 2021 | |
| $ 5,540 1,953 |
|
| $ 7,493 | |
| December 31, 2021 | |
| $ 545 82,298 41,073 49,063 |
|
| $ 172,979 | |
| $ 208 |
(IV) Contract Assets
(V) Accounts Receivables From Related Parties
No guarantee is received for amounts outstanding from related parties.
(VI) Accounts Payable to Related Parties
| Accounts payable Sel Tech Co., Ltd. Other payables Subsidiary Other related party |
December 31, 2022 $ 19,554 $ 26 26 $ 52 |
December 31, 2021 |
|---|---|---|
| $ 103,852 | ||
| $ - - |
||
| $ - |
(VII) Endorsements and Guarantees
See Schedule I for endorsement guarantees for subsidiaries. (VIII)Prepayment for Equipment
101
| Sel Tech Co., Ltd. | December 31, 2022 December 31, 2021 |
|---|---|
| $ 50,906 $ 50,906 |
The total purchase price of NT$1,018,116 thousand as of December 31, 2022 and 2021 was for the purchase of solar power equipment and installation, which will be paid according to the progress of the project. Prices and payment terms are based on individual agreements between the parties for each project.
(IX) Lease Agreements
| Lease Agreements | ||
|---|---|---|
| Right-of-use assets Other related party Lease liabilities - current Other related party Lease liabilities - non-current Other related party Interest expense Other related party |
December 31, 2022 $ 6,192 $ 603 $ 3,884 $ 76 |
December 31, 2021 |
| $ 6,192 | ||
| $ 594 | ||
| $ 4,487 | ||
| $ 85 |
The Company leases office space from a related party, and the terms of the transaction are monthly lease payments.
- (X) Transactions with other related parties
e monthly lease payments. Transactions with other related parties |
|
|---|---|
| FY2022 Rental revenue Subsidiary $ 306 Miscellaneous income Subsidiary $ 1,920 Remuneration for senior management FY2022 Short-term employee benefits $ 7,452 Postemployment benefits 189 Total $ 7,641 |
FY2021 |
| $ 249 | |
| $ 1,320 | |
| FY2021 | |
| $ 4,009 191 |
|
| $ 4,200 |
(XI) Remuneration for senior management
The remuneration of directors and other key managerial officers is determined by the Remuneration Committee based on individual performance and market trends.
VIII. Assets Pledged as Collateral
The following assets are secured as follows:
| Financial assets measured at amortized cost - current and non-current (reserve account) Financial assets measured at amortized cost - non-current (pledged time depos- its) Property, Plant and Equipment Total |
December 31,2022 $ - 55,643 116,963 $ 172,606 |
December 31,2021 |
|---|---|---|
| $ 2,280 70,574 119,534 |
||
| $ 192,388 |
IX. Significant Contingent Liabilities and Unrecognized Contractual Commitments
In addition to those described in other notes, the Company's material commitments and contingencies as of the balance sheet date are as follows:
102
- (I) The details of the Company's guaranteed notes payable and bank guarantee letters are as follows:
as follows: |
||
|---|---|---|
| Deposit received Guarantee notes for construction pro- jects Total |
December 31, 2022 $ 55,643 19,915 $ 75,558 |
December 31, 2021 |
| $ 72,854 19,915 |
||
| $ 92,769 |
-
(II) The Company and Aircom Pacific Inc. jointly developed an in-flight connection system for use in the passenger cabin of an aircraft for a total contract price of NT$28,750 thousand (US$909,000), of which NT$23,918 thousand (US$762,000) had been paid as of December 31, 2022. The Company has no plan to continue the operation of the business, and no manpower is currently committed to the venture; therefore, a total impairment loss of NT$23,918 thousand was recorded in 2015 for the prepaid equipment.
-
(III) As for the wind power projects contracted by the Company for Taiwan Power Company (Taipower) in its Taichung Power Plant and Taichung Port area. Many factors that were beyond the control of the Company, such as delayed provision of land, frequent change of the wind turbine sites, and changes in design and construction methods on the side of Taipower as well as the bankruptcy of a subcontractor, the Dutch wind generator supplier, typhoons and severe weather, occurred after the commencement of the works and resulted in a significant increase of the required construction period for the project. For this, the Company asked for extension of the construction period according to the contract and, thus, run into contractual disputes with Taipower. The Chinese Construction Industry Arbitration Association made the arbitral award (Gong-Zhong-Xie-(Jing)-Zi No. 019, 2008) on January 19, 2010 with the text described below:
-
Taipower shall extend the construction period for each wind turbine (#1, #2, #3 and #4 turbines) of Taichung Power Plant by 290 calendar days.
-
Taipower shall extend the work period of 563 calendar days for each wind turbine (#1-#4) of the first group of wind turbines in the Taichung Harbor Area; 756 calendar days for each wind turbine (#5-#8) of the second group; 773 calendar days for each wind turbine (#9-#12) of the third group; 663 calendar days for each wind turbine (#13-#18) of the fourth group.
-
Taipower shall calculate the completion date of the sub-projects of Taichung Power Plant and Taichung Harbor Area by adding 120 calendar days to the last date of completion of the commercial transfer of each site (#3 wind turbine of Taichung Power Plant; #11 wind turbine of Taichung Port Area) as the last completion date of the site.
-
Taipower shall pay the Company NT$13,740 thousand and interest at 5% per annum from September 28, 2007 to the date of settlement.
Taipower filed an action against the arbitral award and requested for its revocation. For this, Taiwan Taipei District Court made a decision to dismiss the action (ZhongSu-Zi No. 11, 2010) and Taipower filed an appeal against the decision. On May 31, 2011, the high court delivered its decision (Chong-Shang-Zi No. 501, 2010) to reserve the dismissal of Taipower’s action and the determination on the litigation expenses as declared in the original judgment. As for the text of the arbitral award (Gong-Zhong-Xie-(Jing)-Zi No. 019, 2008) made by the Chinese Construction Industry Arbitration Association, the decision of the high court found that Point (3) exceeded the scope of the arbitration agreement and should be revoked, and the appeal should be dismissed with regard to Points (1), (2) and (4). The two parties had
103
negotiated on the settlement amount, but they could not reach a consensus. As a result, Taipower has still not paid the Company the amount due.
The Company filed a lawsuit with the Taipei District Court on September 5, 2013, requesting Taipower to pay the Company NT$401,631 thousand and on August 25, 2016, the Taipei District Court ruled (2013 Jian-Zi No. 274) that Taipower should pay the Company NT$309,690,000, plus interest at 5% per annum from April 14, 2012 to the date of full settlement. Taipower appealed against the judgment and filed an appeal. On May 29, 2020, the Taiwan High Court ruled in (2016 Jian-Shang-Zi No.74) that Taipower should pay the Company NT$301,955 thousand, including NT$250,070 thousand from April 14, 2012, and the remaining NT$51,885 thousand with interest at 5% per annum from the day after the judgment was finalized until the date of settlement. Based on the above judgement, the Company filed an appeal with the Supreme Court in which Taipower was required to pay the Company NT$16,045 thousand and interest at 5% per annum from April 14, 2012 to the date of settlement. Taipower subsequently filed an appeal to the Supreme Court on June 29, 2020.
In addition, in February 2015, the Company obtained an execution decree from the Taipei District Court of Taiwan in accordance with the above-mentioned arbitration judgment on Item 4 seeking NT$13,740 thousand in outstanding payments due. Taipower filed a debtor's dispute lawsuit seeking a stay of execution. On December 9, 2016, the Taipei District Court ruled against Taipower (2015 Zhong-Shu-Zi No.195). Taipower has filed an appeal, which is currently pending before the Taiwan High Court, and the verdict has not yet been determined.
-
(IV) The Company placed an order of 54 blades to Umoe (a Dutch company) on June 22, 2005 and authorized it to deal with their transport. Umoe (a Dutch company) authorized another company for this transport matter. A batch of the blades was affected by severe weather during the transport and 15 blades were damaged as a result. Umoe (a Dutch company) found that the procurement agreement was entered into based on the FOB conditions and, thus, asked the Company to reimburse the freight paid on behalf of the Company. On August 16, 2010, the Company received a notice from Taiwan Banqiao District Court about the suit at Oslo District Court, Norway. The JuridiskByra law firm in Norway was authorized for the suit. Oslo District Court made a decision against the Company on April 11, 2011 and required that the Company should pay a compensation of EUR 222 thousand (ca. NT$7,359 thousand) and a sum of legal expenses of NOK 404 thousand (ca. NT$1,258 thousand) with delay interest. As there is no mutual recognition of judicial decisions based on treaties or agreements between Taiwan and Norway, the Company has not received any notice from the court to enforce the above compensation as of December 31, 2022.
-
(V) As of December 31, 2022 and 2021, the Company had entered into contracts for solar power generation equipment, and the total amount due, less the amount paid, was NT$976,397 thousand.
-
X. Catastrophic Losses: None.
XI. Significant Post-Term Events: None.
XII. Other Matters: None.
XIII. Notes for Disclosures
-
(I) Information on Material Transactions:
-
Loan of funds to others: None.
-
Endorsement and guarantees for others: see Schedule 1.
104
-
Marketable securities held at the end of the period (excluding investments in subsidiaries, affiliates and joint ventures): see Schedule 2.
-
Cumulative purchases or sales of marketable securities amounting to at least NT$300 million or 20% of the paid-in capital: None.
-
Acquisition of real estate amounting to at least NT$300 million or 20% of the paidin capital: None.
-
Disposal of real estate amounting to at least NT$300 million or 20% of the paid-in capital: None.
-
Purchase from or sale to related parties amounting to at least NT$100 million or 20% of the paid-in capital: see Schedule 3.
-
Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: None.
-
Derivative transactions: None.
-
(II) Information on investment in other businesses: see Schedule 4.
-
(III) Information on investment in Mainland China: None.
-
(IV) Information on major shareholders: Name, amount and percentage of shares held by shareholders with a 5% or more ownership: see Schedule 5.
XIV.Operating Segment Information
Please refer to the consolidated financial statements for FY2022.
105
Schedule 1
Luxe Green Energy Technology Co., Ltd. (Originally: Luxe Electric Co., Ltd)
Endorsement and guarantees for others:
January 1 to December 31, 2022
| Unit: NT$‘000 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Num- ber (Note 1) |
Company name of the guarantor |
Target of endorsement and guarantee |
Endorsement and guarantee limit for a single com- pany (Note 3) |
Maximum endorse- ment and guarantee balance for the pe- riod |
Ending balance of en- dorsement and guar- antee |
Actual amount | Endorsement and guarantee amount se- cured by prop- erty |
Ratio of cumula- tive guarantee amount to net worth of the most recent financial statements (%) |
Maximum amount of en- dorsement and guarantee (Note 3) |
Endorse- ment and guarantee from parent to subsidi- ary (Note 4) |
Endorse- ment and guarantee from sub- sidiary to parent com- pany (Note 4) |
Endorse- ment and guarantee for Main- land China (Note 4) |
|
| Company name |
Rela- tionship (Note 2) |
||||||||||||
| 0 | The Company | Sen-Hsin En- ergy Co., Ltd. |
2 | $ 830,010 | $ 450,000 | $ 450,000 | $ 337,324 | $ - | 27.11 | $ 1,660,020 | Y | N | N |
| 0 | The Company | Chin Lai In- ternational Development Co., Ltd. |
2 | $ 830,010 | $ 450,000 | $ 450,000 | $ 116,408 | $ - | 27.11 | $ 1,660,020 | Y | N | N |
Note 1: The description of the number column is as follows:
(1) The issuer is entered as 0.
(2) The investee companies are numbered in order by company, starting from the Arabic numeral 1.
Note 2: There are two types of relationships between the guarantor and the target of the endorsement, which can be indicated as follows:
(1) Companies with business relationship.
(2) Subsidiaries where the guarantor directly holds more than 50% of the common stock.
Note 3: In accordance with the Company's operating procedures, the total amount of endorsement and guarantee shall not exceed 100% of the Company's latest net financial statements. The individual limits of the Company's external endorsement or guarantee shall not exceed 50% of the Company's net worth, and the same applies to the individual limits of the Company's endorsement and guarantee for subsidiaries directly or indirectly holding 100% of the voting shares.
Note 4: Endorsement and guarantee by a listed parent company to its subsidiary, the endorsement and guarantee by the subsidiary to the listed parent company, and the endorsement and guarantees in Mainland China are required to be listed.
106
Schedule 2
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Breakdown of marketable securities held at the end of the period
December 31, 2022
| Unit: NT$‘000 | Unit: NT$‘000 | |||||||
|---|---|---|---|---|---|---|---|---|
| Companies Held | Type and Name of Market- able Securities |
Relationship between the issuer of the secu- rities and the Com- pany |
Accounts | End of period | Re- marks |
|||
| Shares | Total carrying amount |
Sharehold- ing ratio (%) |
Fair value | |||||
| The Company | Shares - Chateau Interna- tional Develop- ment Co., Ltd. |
Other related party | Financial assets meas- ured at fair value through profit or loss - current |
1,657,000 | 53,752 | 1.48 | 53,752 |
Note 1: Marketable securities referred to in this table are stocks, bonds, beneficiary certificates and marketable securities derived from the above items that fall within the scope of IAS 9, "Financial Instruments".
107
Schedule 3
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
- The amount of purchase or sale of goods with related parties reaches at least NT$100 million or 20% of the paid in capital. January 1 to December 31, 2022
| Unit: NT$‘000 unless otherwise specified | Unit: NT$‘000 unless otherwise specified | Unit: NT$‘000 unless otherwise specified | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company that pur- chases (sells) goods |
Counterparty | Relationship | Transaction situation | Transactions and reasons for differ- ences from ordinary transactions |
Notes and accounts receivable (pay- able) |
Notes | |||||
| Purchases (sales) |
Amount | Percentage of purchases (sales) (%) |
Credit period | Unit price | Credit period | Balance | Percentage of total notes and accounts receivable (payable) (%) |
||||
| The Company | Sel Tech Co., Ltd. | Other related party |
Purchases | $ 156,758 | 42% | 90~120 days | By mutual agree- ment |
By mutual agreement |
$ (19,554) | (22%) |
Note 1: If the terms and conditions of the related party's transaction are different from the normal terms and conditions, the difference and the reasons for the difference should be stated in the unit price and credit period columns.
Note 2: If there is any payment received (paid) in advance, the reason, contract terms, amount and the difference from the general transaction type should be stated in the Remarks column.
108
Schedule 4
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Information about Investee Companies
January 1 to December 31, 2022
| Unit: NT$’000/t | housand shares | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of the in- vestment com- pany |
Name of investee company |
Location | Main business scope | Original investment amount | Held at the end of the period | Income (loss) of the investee for the period |
Gain (loss) on in- vestment recog- nized in the pe- riod |
Remarks | |||
End of the pe- riod |
End of the pre- vious year |
Shares | Ratio (%) |
Total carrying amount |
|||||||
| The Company | Le Hua Investment Co., Ltd. Luxe Solar Energy Co., Ltd. Sen-Hsin Energy Co., Ltd. Chin Lai Interna- tional Development Co., Ltd. Kai Shih Energy Co., Ltd. Joy Ribbon Limited Wan Chuan Con- struction Co., Ltd. |
Taiwan Taiwan Taiwan Taiwan Taiwan Seychelles Taiwan |
Reinvestment busi- ness Energy Technical Services Energy Technical Services Energy Technical Services Energy Technical Services International Trade in Energy Products Comprehensive Construction Activi- ties |
$ 20,000 4,826 660,000 202,320 2,550 - 63,000 |
$ 40,000 14,826 430,000 202,320 2,550 1,422 - |
2,000 500 66,900 18,000 255 - 6,300 |
100 100 100 100 51 - 52.5 |
$ 13,803 3,537 692,680 222,149 3,250 - 64,364 |
$ (8,200) (26) 24,830 16,310 1,535 (1,650) 2,969 |
$ (8,200) (26) 24,830 14,149 783 (842) 1,559 |
(Note 1) (Note 2) |
109
Schedule 4-1
Luxe Green Energy Technology Co., Ltd. and its subsidiaries
(Originally: Luxe Electric Co., Ltd)
Information about the investee company, its location, ......, etc.
January 1 to December 31, 2022
Unit: NT$ ’000/thousand shares
| Name of the in- vestment company |
Name of investee company |
Location | Main business scope | Original investment amount | Original investment amount | Held at the end of the period | Held at the end of the period | Held at the end of the period | Income (loss) of the investee for the period |
Gain (loss) on in- vestment recog- nized in theperiod |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|
| End of the period | End of the previ- ous year |
Shares | Ratio (%) |
Total carrying amount |
|||||||
| Chin Lai Interna- tional Develop- ment Co., Ltd. |
Qun Li Energy Co., Ltd. |
Taiwan | Energy Technical Services |
32,899 | 32,899 | 2,900 | 100 | 30,466 | 707 | 707 | |
| Wan Chuan Con- struction Co., Ltd. |
Park Ave Coworking Space Co., Ltd. |
Taiwan | Indoor Decoration | 2,250 | 2,250 | 225 | 22.5 | 1,415 | 6 | 1 |
Note 1: The investment gain or loss recognized in the current period includes a gain of NT$16,310 thousand less amortization of operating rights of NT$2,161 thousand. Note 2: On May 10, 2022, Joy Ribbon Limited was disposed of.
110
Schedule 5
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd) Name of Major Shareholders
December 31, 2022
| Name of major shareholder | Shares | Shares |
|---|---|---|
| Shares held | Shareholding ratio (%) |
|
| Quintain Steel Co., Ltd. | 14,603,953 | 10.03 |
| Concord International Securities Co., Ltd. | 14,323,009 | 9.84 |
| Hsia Ti Investment Co., Ltd. | 10,395,959 | 7.14 |
| Pao Li Tou Investment Co., Ltd. | 8,301,575 | 5.70 |
| Asahi Enterprises Corp. | 8,169,450 | 5.61 |
-
Note 1: The information on major shareholders in this table is based on the last business day of the quarter in which the shareholders hold 5% or more of the Company's common and preferred shares in dematerialized format. The number of shares recorded in the consolidated financial statements and the actual number of shares in dematerialized format may differ depending on the basis of calculation.
-
Note 2: The above information is disclosed by the trustee's opening of a trust account with individual subaccounts of the trustee if the shareholders have entrusted their shares to the trust. As for the shareholder's shareholding of more than 10% of the shares of insiders reported under the Securities and Exchange Act, the shareholding includes the shareholding of the shareholder plus the shareholding of the shareholder who entrusted shares held to the trust and has the right to decide the use of the trust property.
111
§ The following table summarizes the significant accounting items
| Item Schedule of Assets, Liabilities and Equity Schedule of Cash Schedule of financial assets carried at amortized cost Schedule of Notes Receivable Schedule of Accounts Receivable (Including Related Parties) Schedule of Receivables Schedule of Inventory Schedule of changes in investments accounted for under the eq- uity method Schedule of changes in property, plant and equipment Schedule of Changes in Right-of-Use Assets Schedule of Deposits and Guarantees Schedule of Short-term Borrowings Schedule of Accounts Payable (including Related Parties) Schedule of Other Payables (including related parties) Schedule of Long-term Borrowings Schedule of Deferred Income Tax Liabilities Schedule of Profit and Loss Schedule of Operating Income Schedule of Operating Costs Schedule of Manufacturing Costs Operating Expenses |
Number/Index |
|---|---|
| Table 1 Note 6(3) Table 2 Table 3 Table 4 Table 5 Table 6 Note 6(8) Table 7 Table 8 Note 6(12) Table 9 Table 10 Note 6(13) Note 6(23) Table 11 Table 12 Table 13 Table 14 |
112
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Cash
December 31, 2022
Table 1
| Luxe Green Energy Technology Co., Ltd. (Originally: Luxe Electric Co., Ltd) Schedule of Cash December 31, 2022 Table 1 |
|
|---|---|
| Item Cash on hand Bank deposits Cheque deposits Demand deposits Total |
Unit: NT$ ‘000 Amount |
| $ 138 294 215,946 |
|
| $ 216,378 |
113
Luxe Green Energy Technology Co., Ltd. (Originally: Luxe Electric Co., Ltd)
Schedule of Notes Receivable
December 31, 2022
Table 2
| Name of customer Company A Company B Company C Company D Company E Company F Company G Others (Note) Total |
Unit: NT$ ‘000 Amount $ 475 284 143 142 103 86 71 6 $ 1,310 |
|---|---|
Note: The balance of each account listed does not exceed 5% of the balance of this accounting item.
114
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Accounts Receivable (Including Related Parties)
December 31, 2022
Table 3
| December 31, 2022 Table 3 |
|
|---|---|
| Name of customer Non-related party Company A Company B Company C Company D Company E Others (Note) Total Less: Allowance for losses Net amount |
Unit: NT$ ‘000 Amount |
| $ 14,145 4,344 4,200 3,110 1,257 1,735 |
|
| 28,791 (39) |
|
| $ 28,752 |
Note: The balance of each account listed does not exceed 5% of the balance of this accounting item.
115
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Receivables December 31, 2022
Table 4
| Luxe Green Energy Technology Co., Ltd. (Originally: Luxe Electric Co., Ltd) Schedule of Receivables December 31, 2022 Table 4 |
|
|---|---|
| Name of customer Company A Company B Company C Company D Others (Note) Total Less: Allowance for losses Net amount |
Unit: NT$ ‘000 Amount |
| $ 4,835 3,219 1,409 1,076 13 |
|
| 10,552 (10,552) |
|
| $ - |
Note: The balance of each account listed does not exceed 5% of the balance of this accounting item.
116
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Inventory December 31, 2022
Table 5
| Table 5 | |
|---|---|
| Item Finished goods Goods in process Raw materials Merchandise Subtotal Less: Allowance for loss on decline in value of inventories Total |
Unit: NT$ ‘000 Amount Cost Net realizable value(Note) $ 41,023 $ 18,174 106,579 237,060 35,550 38,061 102 171 183,254 $ 293,466 (27,839) $ 155,415 |
| Cost $ 41,023 106,579 35,550 102 183,254 (27,839) $ 155,415 |
Note: See Note 4 for the net realizable value basis.
117
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of changes in investments accounted for under the equity method
FY2022
Table 6
| Table 6 | FY2022 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Balance at the beginning ofperiod |
Changes in the curren | t period | Balanc | e at the end of | period | Unit: NT$ ‘000 | ||||||||
| Number of shares (in thousands) |
Amount | Number of shares (in thousands) |
Amount | Gain (loss) on invest- ment |
Cash divi- dends re- ceived |
Realized sales profit |
Disposed | Oth- ers(Note1) (Note2) |
Number of shares (in thousands) |
Sharehold- ing ratio (%) |
Amount | Market value or net equity |
Evaluation basis |
Provision of guarantees or pledges |
|
| Le Hua Investment Co., Ltd. Luxe Solar Energy Co., Ltd. Sen-Hsin Energy Co., Ltd. Chin Lai International De- velopment Co., Ltd. Kai Shih Energy Co., Ltd. Joy Ribbon Limited Wan Chuan Construction Co., Ltd. Total |
4,000 1,500 43,900 18,000 255 51 - |
$ 48,963 13,563 437,850 212,823 2,467 2,078 - |
(2,000) (1,000) 23,000 - - - 6,300 |
$ (20,000) (10,000) 230,000 - - - 63,000 |
$ (8,200) (26) 24,830 14,149 783 (842) 1,559 |
$ (6,960) - - (4,860) - - - |
$ - - - 37 - - - |
$ - - - - - (1,349) - |
$ - - - - - 113 (194) |
2,000 500 66,900 18,000 255 - 6,300 |
100 100 100 100 51 - 52.5 |
$ 13,803 3,537 692,680 222,149 3,250 - 64,364 |
$ 13,803 3,537 692,680 222,149 3,250 - 64,364 |
Equity method 〞 〞 〞 〞 〞 〞 |
None 〞 〞 〞 〞 〞 〞 |
| $717,744 | $263,000 | $ 32,253 | $ (11,820) | $ 37 | $ (1,349) | $ (81) | $999,783 | $999,783 |
Note 1: Exchange difference from conversion of financial statements of foreign operations. Note 2: Recognition of financial assets carried at fair value through other comprehensive income.
118
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Changes in Right-of-Use Assets
FY2022
| Table 7 Item |
Amount at be- ginning ofperiod |
Increase in the current period |
Decrease in the current period |
Reclassification | Balance at the end ofperiod |
|---|---|---|---|---|---|
| Cost Buildings Transport Equip- ment Subtotal Cumulative de- preciation Buildings Transport Equip- ment Subtotal Total |
$ 12,644 1,785 |
$ 12,209 1,097 |
$ (7,181) (1,291) |
$ - - |
$ 17,672 1,591 |
| 14,429 | 13,306 | (8,472) | - | 19,263 | |
| 4,822 1,123 |
2,140 559 |
(4,014) (1,291) |
- - |
2,948 391 |
|
| 5,945 | 2,699 | (5,305) | - | 3,339 | |
| $ 8,484 | $ 10,607 | $ (3,167) | $ - | $ 15,924 |
119
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Deposits and Guarantees
December 31, 2022
Table 8
Refundable deposit Deposit received
Unit: NT$ ‘000 Item Amount $ 17,869
120
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Accounts Payable (including Related Parties)
December 31, 2022
Table 9
| Contractor/vendor name Non-related party Company A Company B Company C Company D Company E Company F Company G Company H Others (Note) Subtotal Related party Sel Tech Co., Ltd. Total |
Unit: NT$ ‘000 Amount $ 14,148 9,608 7,491 4,980 4,880 4,313 4,079 4,034 17,099 70,632 19,554 $ 90,186 |
|---|---|
Note: The balance of each account listed does not exceed 5% of the balance of this accounting item.
121
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Other Payables (including related parties)
December 31, 2022
Table 10
| December 31, 2022 Table 10 |
|
|---|---|
| Contractor/vendor name Salaries and bonuses payable Labor costs payable Equipment payable Rent payable Labor and health insurance expenses payable Others (Note) Subtotal Related party Others (Note) Total |
Unit: NT$ ‘000 Amount |
| $ 4,571 1,309 860 625 533 3,197 |
|
| 11,095 | |
| 52 | |
| $ 11,147 |
Note: The balance of each account listed does not exceed 5% of the balance of this accounting item.
122
Luxe Green Energy Technology Co., Ltd. (Originally: Luxe Electric Co., Ltd) Schedule of Operating Income FY2022
Table 11
| Table 11 | ||
|---|---|---|
| Item System engineering Electricity sales revenue Transformer Distribution panels Others (Note) Total Less: Sales returns and discounts Net operating revenue |
Quantity 675,584 kWh 13,906 20 |
Unit: NT$ ‘000 Amount |
| $ 64,704 3,191 55,422 15,285 8,222 |
||
| 146,824 (39) |
||
| $ 146,785 |
Note: The amount of line items listed does not exceed 10% of this accounting item.
123
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Operating Costs
FY2022
Table 12
| Luxe Green Energy Technology Co., Ltd. (Originally: Luxe Electric Co., Ltd) Schedule of Operating Costs FY2022 Table 12 |
|
|---|---|
| Item Cost of goods sold Merchandise at the beginning of period Add: Purchases for the period Less: Merchandise at the end of period Purchase and sales costs Raw materials at the beginning of period Add: Net raw materials purchased for the period Less: Raw materials at end of period Direct raw material consumption Direct labor Manufacturing expenses Processing costs Manufacturing costs Goods in process at the beginning of period Less: Transferred to expenses Construction cost Goods in process at the end of period Finished goods cost Finished goods at the beginning of period Less: Finished goods at the end of period Total cost of goods sold Operating costs Loss on decline in value of inventories Others Operating costs Total operating costs |
Unit: NT$ ‘000 Amount |
| $ 102 - (102) |
|
| - | |
| 27,916 364,176 (35,543) |
|
| 356,549 | |
| 7,452 28,816 7,907 |
|
| 400,724 48,014 (3,047) (151,478) (169,626) |
|
| 124,587 13,067 (40,953) |
|
| 96,701 | |
| 1,863 (77) |
|
| 1,786 | |
| $ 98,487 |
124
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Manufacturing Costs
FY2022
Table 13
| Item Salary expense Miscellaneous expenses Depreciation Insurance fees Power expenses Others (Note) Total |
Unit: NT$ ‘000 Amount $ 6,391 4,244 6,584 2,086 1,683 7,828 $ 28,816 |
|---|---|
Note: The amount of line items listed does not exceed 5% of this accounting item.
125
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Operating Expenses FY2022
Table 14
Unit: NT$ ‘000
| e 14 | FY2022 | Unit: NT$ | ||
|---|---|---|---|---|
| Item | Marketing ex- pense |
Administrative expense |
R&D expense | Total |
| Salary expense Miscellaneous expense Depreciation Insurance fees Labor costs Others (Note) Total |
$ 3,123 704 1,474 351 561 1,491 |
$ 11,618 3,641 1,627 1,192 4,148 3,579 |
$ 1,217 707 524 106 - 198 |
$ 15,958 5,052 3,625 1,649 4,709 5,268 |
| $ 7,704 | $ 25,805 | $ 2,752 | $ 36,261 |
Note: The amount of line items listed does not exceed 5% of this accounting item.
126
Statement of Consolidated Financial Statements of Affiliated Companies
Considering that the companies to be included into the consolidated financial statements of affiliated companies under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises” were the same as those to be included into the consolidated financial statements of the parent and subsidiaries under IFRS 10 in 2022 (from January 1 to December 31, 2022), and the related information to be disclosed in the consolidated financial statements of affiliated companies has already been disclosed in the said consolidated financial statements of the parent and subsidiaries. We hereby declare that consolidated financial statements of affiliated companies were prepared separately.
Company Name: Luxe Green Energy Technology Co.,Ltd. and its subsidiaries
Chairman: Chen Chien-Jen
February 21, 2023
127
V. Financial statement of the most recent year
Statement of Consolidated Financial Statements of Affiliated Companies
Considering that the companies to be included into the consolidated financial statements of affiliated companies under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises” were the same as those to be included into the consolidated financial statements of the parent and subsidiaries under IFRS 10 in 2022 (from January 1 to December 31, 2022), and the related information to be disclosed in the consolidated financial statements of affiliated companies has already been disclosed in the said consolidated financial statements of the parent and subsidiaries. We hereby declare that consolidated financial statements of affiliated companies were prepared separately.
Company Name: Luxe Green Energy Technology Co., Ltd. and its subsidiaries
Chairman: Chen Chien-Jen
Februar 21, 2023
128
Independent Auditors’ Report
NO.23861110CA
LUXE GREEN ENERGY TECHNOLOGY CO., LTD.:
Audit opinions
We have audited the consolidated balance sheet of Luxe Green Energy Technology Co., Ltd. and its subsidiaries (collectively referred to as the “Group”) as of December 31, 2022 and 2021, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flow for the period from January 1 to December 31, 2022 and 2021, and provided the related notes to the consolidated financial statements (including the summary of significant accounting policies).
In our opinion, the said consolidated financial statements were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards, International Accounting Standards, interpretations and the statements of interpretation approved and released by the Financial Supervisory Commission, and thus presented fairly in all material aspects, the consolidated financial position of Luxe Green Energy Technology Co., Ltd. and its subsidiaries as of December 31, 2022 and 2021, and the consolidated financial performance and consolidated cash flows for the period from January 1 to December 31, 2022 and 2021.
Basis of audit opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the prevailing Generally Accepted Auditing Standards. Our responsibilities under such standards are further described in the “CPA’s responsibility for the audit of the consolidated financial statements” section in this report. We are independent of Luxe Green Energy Technology Co., Ltd. and its subsidiaries in accordance with the Norms of Professional Ethics for Certified Public Accountants and fulfilled all other responsibilities thereunder. We believe that we acquired sufficient and appropriate audit evidence to base our audit opinions.
Other matters
For the parent company only financial statements prepared by Luxe Green Energy Technology Co., Ltd. in FY2022 and FY2021, we had an independent auditors’ report issued with unqualified opinions for reference.
Key audit matters
Key audit matters is one that, in our professional judgment, is most significant in relation to our audit of the consolidated financial statements of Luxe Green Energy Technology Co., Ltd. and its subsidiaries for the year ended December 31, 2022. Such matters were addressed during the overall audit of the consolidated financial statements and the process of forming the audit opinions, and thus we did not provide opinions separately regarding such matters.
The following is a summary of the key audit matters of the consolidated financial statements of Luxe Green Energy Technology Co., Ltd. and its subsidiaries in FY2022:
129
Construction contracts
As stated in Notes 4(13) and 6(20) to the consolidated financial statements, Luxe Green Energy Technology Co., Ltd. and its subsidiaries' project revenue for FY2022 amounted to NT$83,617 thousand, which accounted for 30% of the total net operating revenue and had a significant impact on the consolidated financial statements. The project revenue of Luxe Green Energy Technology Co., Ltd. and its subsidiaries is recognized through the cost input ratio of project cost, based on the gradual satisfaction of performance obligations over time. In view of the fact that the estimated total cost of uncompleted construction projects and the construction cost invested will impact the accuracy of the recognition of construction revenue, we have included the area in the key audit matters of the year.
The major audit procedures we conducted for this key audit matter include:
-
I. Understanding and examining the effectiveness of the design and implementation of the internal control system related to the estimated total construction cost and the recognition of relevant construction revenue.
-
II. Sampling the construction project progress schedule, construction contracts and construction cost invested in the current period, and re-calculating the percentage of the completed construction, in order to verify the accuracy of the recognition of construction revenue.
- Long term project payment receivables involving any unsettled litigation
As disclosed in Notes 5 and 6(13) to the consolidated financial statements, as of December 31, 2022, the long-term project receivables of Luxe Green Energy Technology Co., Ltd. and its subsidiaries amounted to NT$207,991 thousand (net of allowance for losses of NT$178,575 thousand and estimated late penalties). Because of the uncertain outcome of the pending litigation, the recoverable amount of the long-term project receivables involves management's assumptions about the final judgment of the court. Accordingly, we have considered the above long-term receivables as a key audit matter.
The major audit procedures we conducted for this key audit matter include:
-
I. Reviewing the recent verdict documents of the litigation and obtaining the legal confirmation of the appointed lawyer of the litigation to evaluate the reasonableness of the management’s assumption.
-
II. Evaluating the completeness of the disclosure of this lawsuit by Luxe Green Energy Technology Co., Ltd. and its subsidiaries.
Responsibility of the management and governance unit for the consolidated financial statements
The management was responsible for preparation of the consolidated financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, interpretations and the statements of interpretation approved and released by the Financial Supervisory Commission and maintaining the necessary internal control related to preparation of the consolidated financial statements to ensure that the consolidated financial statements were free of material misstatement due to fraud or errors.
130
In preparing the consolidated financial statements, management's responsibility also includes evaluating the ability of Luxe Green Energy Technology Co., Ltd. and its subsidiaries to continue as a going concern, the related disclosures, and the basis of accounting for going concern, unless management intends to liquidate the Group or to cease operations, or there is no practical alternative to liquidation or cessation of operations.
The governance unit (including the Audit Committee) of Luxe Green Energy Technology Co., Ltd. and its subsidiaries assumes the responsibility of overseeing the financial reporting process.
CPA’s responsibility for the audit of the consolidated financial statements
We audited the consolidated financial statements for the purpose of obtaining reasonable assurance about whether the consolidated financial statements were free of material misstatement due to fraud or errors and issuing an audit report. However, an audit performed in accordance with generally accepted auditing standards does not provide assurance that material misstatements in consolidated financial statements can be detected. The misstatements might be due to fraud or errors. If an individual or total amount misstated was reasonably expected to have an impact on the economic decision-making of users of the consolidated financial statements, the misstatements were deemed material.
We conducted our audit in accordance with generally accepted auditing standards and applied our professional judgment and professional skepticism. We also performed the following works:
-
I. Identify and assess the risks of material misstatement of consolidated financial statements, whether due to fraud or error; design and implement appropriate policy responses to those risks; and obtain sufficient and appropriate evidence to form the basis of an opinion. Since fraud may involve collusion, forgery, omission on purpose, fraudulent statements or violation of internal control, we did not find that the risk of misstatements due to fraud was higher than the same due to errors.
-
II. We obtained an understanding of the internal control relevant to our 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 Luxe Green Energy Technology Co., Ltd. and its subsidiaries.
-
III. Evaluate the appropriateness of the accounting policies used by management and the reasonableness of the accounting estimates and related disclosures made by management.
-
IV. Based on the evidence obtained, we have reached a conclusion as to the appropriateness of management's adoption of the going concern basis of accounting and whether there is any material uncertainty about events or circumstances that may cast significant doubt about the ability of Luxe Green Energy Technology Co., Ltd. and its subsidiaries to continue as a going concern. If any material uncertainty was deemed to exist in such event or circumstance, we must provide a reminder in the consolidated financial statements for the users to pay attention to the relevant disclosure therein, or amend our audit opinions when such disclosure was inappropriate. Our conclusion was drawn based on the audit evidence acquired as of the date of this audit report. However, future events or circumstances might result in a situation where Luxe Green Energy Technology Co., Ltd. and its subsidiaries would no longer have its ability to function as a going concern.
131
-
V. We evaluated the overall presentation, structure, and contents of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements presented relevant transactions and events fairly.
-
VI. We acquired sufficient and appropriate audit evidence with respect to the entities comprising Luxe Green Energy Technology Co., Ltd. and its subsidiaries to provide opinions regarding the consolidated financial statements. We were responsible for instruction, supervision and implementation of the audit cases, as well as formation of the audit opinions on Luxe Green Energy Technology Co., Ltd. and its subsidiaries.
The matters for which we communicated with the governance unit include the planned audit scope and time, and major audit findings (including the significant deficiencies of internal control identified during the audit.)
We also provided a declaration of independence to the governance unit, which assured that we complied with the requirements related to independence in the Norms of Professional Ethics for Certified Public Accountants, and communicated all relationships and other matters (including relevant protective measures), which we considered to be likely to cause an impact on the independence of CPAs, to the governance unit.
We determined the key audit matters to be audited in the FY2022 consolidated financial statements of Luxe Green Energy Technology Co., Ltd. and its subsidiaries based on the matters communicated with the governance unit. Unless public disclosure of certain matters was prohibited by related laws or regulations or if, in very exceptional circumstances, we determined not to cover such matters in the audit report, as we could reasonably expect that the negative impact of the coverage was greater than the public interest brought thereby, we specified such matters in the audit report.
Baker Tilly Clock & Co
CPA:
Yin-Lai Chou
CPA:
Chia-Yu Lai
Approval No.: (1991) Tai-Tsai-Cheng (6) No. 53585
Jin-Guan-Zheng-Shen-Zi No. 1050043092
February 21, 2023
132
Luxe Green Energy Technology Co., Ltd. and its subsidiaries
(Originally: Luxe Electric Co., Ltd)
Consolidated Balance Sheet
December 31, 2022 and 2021
| Unit: NT$‘000 | Unit: NT$‘000 | |||||
|---|---|---|---|---|---|---|
| Assets | Notes | December 31, 2022 | December 31, 2021 | |||
| Code | AccountingItem | Amount | % | Amount | % | |
| 11xx 1100 1110 1136 1140 1150 1170 1180 1200 1210 1220 1310 1410 1470 11xx 15xx 1517 1535 1550 1600 1755 1780 1840 1915 1920 1930 1990 15xx 1xxx |
Current assets Cash Financial assets measured at fair value through profit or loss - current Financial assets measured at amor- tized cost - current Contract assets - current Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Other receivables - related parties Income tax assets in current period Inventories Prepayment Other current assets Total current assets Non-current assets Financial assets at fair value through other comprehensive income or loss - non-current Financial assets measured at amor- tized cost - non-current Investments recognized under the equity method Property, plant and equipment Right-of-use assets Intangible assets Deferred income tax assets Prepayment for equipment purchase Refundable deposit Long-term notes and accounts re- ceivable Other non-current assets Total non-current assets Total assets |
6(1) 6(2) 6(28) 6(4) 6(20), 7 6(5) 6(5) 6(5), 7 7 6(25) 6(6) 6(11) 6(12) 6(3), 6(28) 6(4) 6(7) 6(8) 6(9) 6(10) 6(25) 6(11) 6(13) |
$ 450,322 68,723 106,298 68,278 1,310 61,527 5,060 2,099 17,917 46 155,415 35,165 44,242 |
15 2 4 2 - 2 - - 1 - 5 1 2 |
$ 639,204 19,490 46,025 22,032 7,256 18,326 172,434 493 12,699 1,306 24,041 2,679 21,266 |
25 1 2 1 - 1 7 - - - 1 - 1 |
| 1,016,402 | 34 | 987,251 | 39 | |||
| 25,278 103,816 1,415 701,749 126,517 27,268 1,142 757,706 29,844 207,991 - |
1 3 - 24 4 1 - 25 1 7 - |
- 121,424 - 604,868 125,741 27,796 1,234 419,614 48,918 207,991 2,209 |
- 5 - 24 5 1 - 16 2 8 - |
|||
| 1,982,726 | 66 | 1,559,795 | 61 | |||
| $ 2,999,128 | 100 | $ 2,547,046 | 100 |
(The attached notes are part of the consolidated financial statements)
133
Luxe Green Energy Technology Co., Ltd. and its subsidiaries
(Originally: Luxe Electric Co., Ltd)
Consolidated Balance Sheet (continued)
December 31, 2022 and 2021
| Unit: NT$‘000 | Unit: NT$‘000 | |||||
|---|---|---|---|---|---|---|
| Liabilities and Equity | Notes | December 31, 2022 | December 31, 2021 | |||
| Code | AccountingItem | Amount | % | Amount | % | |
| 21xx 2100 2130 2150 2160 2170 2180 2219 2220 2230 2250 2280 2322 2399 21xx 25xx 2540 2550 2570 2580 2645 25xx 2xxx 31xx 3110 3200 3300 3310 3320 3350 3400 31xx 36xx 3xxx |
Current liabilities short-term borrowings Contract liabilities - current Notes payable Notes payable - related parties Accounts payable Accounts payable - related parties Other payables Other payables - related parties Income tax liabilities in current pe- riod Liability reserve - current Lease liabilities - current Long-term borrowings maturing within one year Other current liabilities Total current liabilities Non-current liabilities Long-term borrowings Liability reserve - non-current Deferred income tax liabilities Lease liabilities - non-current Deposit received Total non-current liabilities Total liabilities Attributable to the shareholder’s equity of the parent company Common share capital Capital reserve Retained earnings Legal reserve Special reserve Undistributed earnings Other equity Total equity attributable to parent company shareholders Non-controlling equity Total equity Total Liabilities and Equity |
6(14) 6(20) 6(16) 6(16), 7 6(16) 6(16), 7 7 6(25) 6(9) 6(15) 6(15) 6(25) 6(9) 6(18) |
$ 240,640 6,402 1,923 104 79,158 20,382 21,678 19,431 8,940 618 8,646 47,081 470 |
8 - - - 3 1 1 1 - - - 2 - |
$ 149,709 396 331 - 15,519 103,852 19,732 95,274 3,070 133 7,045 43,795 445 |
6 - - - - 4 1 4 - - - 2 - |
| 455,473 | 16 | 439,301 | 17 | |||
| 699,303 2,151 62 120,960 946 |
23 - - 4 - |
336,025 4,175 134 120,613 117 |
13 - - 5 - |
|||
| 823,422 | 27 | 461,064 | 18 | |||
| 1,278,895 | 43 | 900,365 | 35 | |||
| 1,454,858 133,054 25,948 13 46,341 (194) |
48 4 1 - 2 - |
1,359,680 133,054 14,726 - 134,867 (13) |
54 5 1 - 5 - |
|||
| 1,660,020 | 55 | 1,642,314 | 65 | |||
| 60,213 | 2 | 4,367 | - | |||
| 1,720,233 | 57 | 1,646,681 | 65 | |||
| $ 2,999,128 | 100 | $ 2,547,046 | 100 |
(The attached notes are part of the consolidated financial statements)
Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang
134
Luxe Green Energy Technology Co., Ltd. and its subsidiaries (Originally: Luxe Electric Co., Ltd)
Consolidated Statement of Comprehensive Income
January 1 to December 31, 2022 and 2021
| Unit: NT$‘000 | Unit: NT$‘000 | |||||
|---|---|---|---|---|---|---|
| Code | Item | Notes | FY2022 | FY2021 | ||
| Amount | % | Amount | % | |||
| 4100 5000 5900 6000 6100 6200 6300 6450 6000 6900 7000 7100 7010 7020 7050 7055 7060 7000 7900 7950 8200 8300 8310 8316 8360 8361 8399 8500 8600 8610 8620 8700 8710 8720 9750 9850 |
Net operating revenue Operating costs Operating gross profit Operating expenses Marketing expense Administrative expense R&D expense Profit from reversal of expected credit impairment Total operating expense Net operating profit Non-operating revenue and expenses Interest income Other revenue Other profits and losses Financial cost Loss from expected credit impairment Share of profit/loss of subsidiaries rec- ognized under the equity method Total non-operating revenue and ex- pense Net profit before tax Income tax expense in current period Other comprehensive income Items not reclassified to profit or loss Unrealized valuation loss on invest- ments in equity instruments measured at fair value through other comprehensive income Items able to be reclassified as profit or loss in the future Exchange difference from conversion of financial statements of foreign opera- tions Income tax related to items potentially being reclassified Total current comprehensive income or loss Net profit attributable to: Parent company shareholders Non-controlling equity Total Total comprehensive income attributable to: Parent company shareholders Non-controlling equity Total Earnings per share (NTD) Basic Diluted |
6(20) 6(21) 6(25) 6(19) |
$ 281,520 (161,798) |
100 (57) |
$ 324,446 (175,257) |
100 (54) |
| 119,722 | 43 | 149,189 | 46 | |||
| (10,151) (31,827) (2,752) - |
(4) (11) (1) - |
(7,130) (31,481) (3,890) 191 |
(2) (10) (1) - |
|||
| (44,730) | (16) | (42,310) | (13) | |||
| 74,992 | 27 | 106,879 | 33 | |||
| 1,237 2,220 (10,855) (11,077) (259) 1 |
- - (4) (4) - - |
524 12,449 7,068 (10,208) - - |
- 4 2 (3) - - |
|||
| (18,733) | (8) | 9,833 | 3 | |||
| 56,259 (9,825) |
19 (3) |
116,712 (3,929) |
36 (1) |
|||
| 46,434 | 16 | 112,783 | 35 | |||
| (370) 26 - |
- - - |
- (26) - |
- - - |
|||
| $ 46,090 | 16 | $ 112,757 | 35 | |||
| $ 45,080 1,354 |
16 - |
$ 112,220 563 |
35 - |
|||
| $ 46,434 | 16 | $ 112,783 | 35 | |||
| $ 44,899 1,191 |
16 - |
$ 112,207 550 |
35 - |
|||
| $ 46,090 | 16 | $ 112,757 | 35 | |||
| $ 0.31 $ 0.31 |
$ 0.94 $ 0.94 |
(The attached notes are part of the consolidated financial statements)
Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang
135
Luxe Green Energy Technology Co., Ltd. and its subsidiaries
(Originally: Luxe Electric Co., Ltd)
Consolidated Statement of Changes in Equity
January 1 to December 31, 2022 and 2021
Unit: NT$ ‘000
| Unit: NT$‘00 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Code | Item | Common share capital |
Attribut | abletothe sharehold | er’s equity of the parentcompany | Total | Non-controlling eq- uity |
Total equity | |||
| Capital reserve | Retained earnings | Otherequityitems | |||||||||
| Legal reserve | Special reserve | Undistributed earn- ings |
Exchange differ- ence from conver- sion of financial statements of for- eignoperations |
Unrealized valuation loss on financial assets measured at fair value through other compre- hensiveincome |
|||||||
| Z1 B1 B5 D1 D3 D5 E1 O1 Z1 B1 B3 B5 B9 D1 D3 D5 M3 M5 Z1 |
Balance as of January 1, 2021 Provision for legal reserve Cash dividend for shareholders in current period Other comprehensive income in current period Total current comprehensive in- come or loss Follow-on offering Non-controlling equity Balance on December 31, 2021 Provision for legal reserve Provision for special reserve Cash dividend for shareholders Common stock dividends in current period Other comprehensive income in current period Total current comprehensive in- come or loss Disposal of subsidiaries Acquisition of subsidiaries Balance as of December 31, 2022 |
$ 959,680 - - - - |
$ 29,054 - - - - |
$ 8,518 6,208 - - - |
$ - - - - - |
$ 76,839 (6,208) (47,984) 112,220 - |
$ - - - - (13) |
$ - - - - - |
$ 1,074,091 - (47,984) 112,220 (13) |
$ - - - 563 (13) |
$ 1,074,091 - (47,984) 112,783 (26) |
| - | - | - | - | 112,220 | (13) | - | 112,207 | 550 | 112,757 | ||
| 400,000 - |
104,000 - |
- - |
- - |
- - |
- - |
- - |
504,000 - |
- 3,817 |
504,000 3,817 |
||
| 1,359,680 | 133,054 | 14,726 | - | 134,867 | (13) | - | 1,642,314 | 4,367 | 1,646,681 | ||
| - - - 95,178 - - |
- - - - - - |
11,222 - - - - - |
- 13 - - - - |
(11,222) (13) (27,193) (95,178) 45,080 - |
- - - - - 13 |
- - - - - (194) |
- - (27,193) - 45,080 (181) |
- - - - 1,354 (163) |
- - (27,193) - 46,434 (344) |
||
| - | - | - | - | 45,080 | 13 | (194) | 44,899 | 1,191 | 46,090 | ||
| - - |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
(1,201) 55,856 |
(1,201) 55,856 |
||
| $ 1,454,858 | $ 133,054 | $ 25,948 | $ 13 | $ 46,341 | $ - | $ (194) | $ 1,660,020 | $ 60,213 | $ 1,720,233 |
(The attached notes are part of the consolidated financial statements)
Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang
136
Luxe Green Energy Technology Co., Ltd. and its subsidiaries
(Originally: Luxe Electric Co., Ltd)
Consolidated Statement of Cash Flow
January 1 to December 31, 2022 and 2021
| Unit: NT$‘000 FY2021 $ 116,712 46,201 2,294 (191) (7,832) 10,208 (524) (587) - 346 189 - (90) 88,542 58,949 94,480 (172,434) 596 (12,440) (6,058) 1,856 (19,900) 19 331 - (56,174) 103,818 6,887 - (722) 29 254,505 493 587 (15,145) (1,367) 239,073 |
|||
|---|---|---|---|
| Code | Item | FY2022 | FY2021 |
| AAAA A10000 A20010 A20100 A20200 A20300 A20400 A20900 A21200 A21300 A22300 A22500 A23500 A23100 A29900 A30000 A31125 A31130 A31150 A31160 A31180 A31190 A31200 A31230 A31240 A32125 A32130 A32140 A32150 A32160 A32180 A32190 A32200 A32230 A33000 A33100 A33200 A33300 A33500 AAAA |
Cash flow from operating activities Pre-tax net profit in current period Income and expense items: Depreciation expense Amortization expense Loss (profit) from expected credit impairment Net loss (gain) on financial assets at fair value through profit or loss Financial cost Interest income Dividend income Share of interests of subsidiaries recognized un- der the equity method Loss from disposal of property, plant, and equip- ment Financial assets impairment loss Disposal of investment interests Profit from lease changes Net change in operating assets and liabilities Contract assets Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Other receivables - related parties Inventory Prepayment Other current assets Contract liabilities Notes payable Notes payable - related parties Accounts payable Accounts payable - related parties Other payables Other payables - related parties Liability reserve Other current liabilities Cash inflow (outflow) from operations Interest received Dividend received Interest paid Income tax paid Net cash inflow (outflow) from operating activities |
$ 56,259 51,831 2,295 259 8,040 11,077 (1,237) (622) (1) 307 - (250) (12) (39,233) 5,946 (37,712) 167,374 (1,922) (5,218) (131,374) (25,246) (27,369) 6,006 (471) 104 60,500 (83,470) 563 (75,843) (1,539) (293) |
$ 116,712 46,201 2,294 (191) (7,832) 10,208 (524) (587) - 346 189 - (90) 88,542 58,949 94,480 (172,434) 596 (12,440) (6,058) 1,856 (19,900) 19 331 - (56,174) 103,818 6,887 - (722) 29 |
| (61,251) 1,294 622 (10,485) (3,195) |
254,505 493 587 (15,145) (1,367) |
||
| (73,015) | 239,073 |
(Continued on next page)
137
Luxe Green Energy Technology Co., Ltd. and its subsidiaries
(Originally: Luxe Electric Co., Ltd)
Consolidated Statement of Cash Flow (continued)
January 1 to December 31, 2022 and 2021
| Unit: NT$‘000 FY2021 $ - - 21,340 (78,775) 95,601 1,427 - (12,754) 355 (58,589) 20,174 - - (317,181) (328,402) 30,000 122,858 (35,583) - (400) (6,893) (47,984) 504,000 2,450 568,448 (26) 479,093 160,111 $ 639,204 |
|||
|---|---|---|---|
| Code | Item | FY2022 | FY2021 |
| BBBB B00010 B00100 B00200 B00040 B00050 B02200 B02300 B02700 B02800 B03700 B03800 B04500 B06700 B07100 BBBB CCCC C00100 C01600 C01700 C03000 C03100 C04020 C04500 C04600 C05800 CCCC DDDD EEEE E00100 E00200 |
Cash flow from investing activities Acquisition of financial assets measured at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Disposal of financial assets measured at fair value through profit or loss Acquisition of financial assets measured at amor- tized cost Disposal of financial assets measured at amortized cost Acquisition of subsidiaries Disposal of subsidiaries Acquisition of property, plant, and equipment Disposal of property, plant, and equipment Increase in refundable deposit Decrease in refundable deposit Acquisition of intangible assets Increase of other non-current assets Increase in prepayment for equipment Net cash outflow from investing activities Cash flow from financing activities Increase in short-term borrowings Borrowing of long-term borrowings Repayment of long-term borrowings Increase in deposit received Decrease in deposits received Repayment of principal for lease liabilities Allocation of cash dividends Follow-on offering Changes in non-controlling equity Net cash inflows from financing activities Effect of changes in exchange rate on cash (Decrease) increase in cash and cash equivalents for the period Cash balance at beginning of period Cashbalance at ending ofperiod |
$ (13,300) (57,273) - (36,367) - 15,603 (1,146) (33,327) 45 - 27,943 (1,767) 2,209 (443,118) |
$ - - 21,340 (78,775) 95,601 1,427 - (12,754) 355 (58,589) 20,174 - - (317,181) |
| (540,498) | (328,402) | ||
| 90,931 583,783 (217,219) 829 - (8,180) (27,193) - 1,459 |
30,000 122,858 (35,583) - (400) (6,893) (47,984) 504,000 2,450 |
||
| 424,410 | 568,448 | ||
| 221 | (26) | ||
(188,882) 639,204 |
479,093 160,111 |
||
| $ 450,322 | $ 639,204 |
(The attached notes are part of the consolidated financial statements)
Chairman: Chen Chien-JenPresident: Chen Lien-TsungChief Accounting Officer: Chien Shih-Chang
138
Luxe Green Energy Technology Co., Ltd. and its subsidiaries (Originally: Luxe Electric Co., Ltd)
Notes to the Consolidated Financial Statements
December 31, 2022 and 2021
(Amounts in NT$’000 unless otherwise specified)
I. Corporate history
Luxe Green Energy Technology Co., Ltd.(Originally: Luxe Electric Co., Ltd), hereinafter referred to as the "Company", was established on April 22, 1978, and is engaged in the design, manufacture, installation and sale of high and low voltage distribution panels, various electrical and electronic equipment (including transformers), and various electrical and photovoltaic plant engineering contracts.
The Company’s stock was listed for trading on the Taiwan Stock Exchange on September 11, 2000.
The consolidated financial statements are presented with the functional currency (NTD) of the Company.
II. Date and Procedure for Approval of Financial Statements
This consolidated financial report was issued on February 21, 2023, after being presented to the Board of Directors.
III. Application of Newly Issued and Revised Standards and Interpretations
- (I) First-time application of International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations (IFRIC) and Interpretations (SIC) (hereinafter referred to as "IFRSs")
Endorsed by the Financial Supervisory Commission (hereinafter referred to as "FSC") and issued into effect. The application of the amended IFRSs approved and issued by the FSC has no significant impact on the accounting policies of the Company and the entities controlled by the Company (the "Consolidated Company").
- (II) IFRSs recognized by the FSC in 2023
| FRSs recognized by the FSC in 2023 | |
|---|---|
| Newly Announced/Amendments/Revised Standards and Interpretations |
Effective Date of IASB Pronouncements |
| Amendments to IAS 1, "Disclosure of Accounting Policies" Amendments to IAS 8, "Definition of Accounting Es- timates" Amendments to IAS 12, "Deferred Tax Related to As- sets and Liabilities Arising from a Single Transac- tion". |
January 1, 2023 (Note 1) January 1, 2023 (Note 2) January 1, 2023 (Note 3) |
-
Note 1: The application of this amendment is applicable to deferments for annual reporting periods beginning after January 1, 2023.
-
Note 2: This amendment applies to changes in accounting estimates and changes in accounting policies that occur in annual reporting periods beginning after January 1, 2023.
-
Note 3: The amendment applies to transactions occurring after January 1, 2022, except for the recognition of deferred income taxes on temporary differences for lease and ex-service obligations as of January 1, 2022.
139
As of the date of adoption of this consolidated financial report, the Consolidated Company is continuing to evaluate the impact of the above amendments on its financial position and financial performance of the Consolidated Company. The related impacts will be disclosed upon completion of the evaluation.
- (III) IFRSs issued by the IASB but not yet endorsed by the FSC and therefore not yet effective
Newly Announced/Amendments/Revised Standards Effective Date of IASB and Interpretations Pronouncements (Note 1) Amendments to IFRS 10 and IAS 28 "Sale or ContriNot yet determined bution of Assets between an Investor and its Associate or Joint Venture" Amendments to IFRS 16 "Lease Liabilities in Sale January 1, 2024 (Note 2) and Leaseback Transactions". IFRS 17 "Insurance Contracts" January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17 "Initial Application of IFRS January 1, 2023 17 and IFRS 9 - Comparative Information" Amendments to IAS 1, "Classification of Liabilities as January 1, 2024 Current or Non-current". Amendments to IAS 1, “Non-current Liabilities with January 1, 2024 Contractual Terms".
-
Note 1: Unless otherwise specified, the above new/amended/revised standards or interpretations are effective for annual periods beginning after the respective dates.
-
Note 2: The seller and lessee shall apply the amendments to IFRS 16 retroactively to sale-and-leaseback transactions entered into after the date of initial application of IFRS 16.
As of the date of adoption of this consolidated financial report, the Consolidated Company is continuing to evaluate the impact of the above amendments on its financial position and financial performance of the Consolidated Company. The related impacts will be disclosed upon completion of the evaluation.
IV. Summary of Significant Accounting Policies
- (I) Statement of Compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs approved and issued by the FSC.
- (II) Basis of Preparation
The consolidated financial statements have been prepared on the historical cost basis, except for financial instruments carried at fair value.
Fair value measurements are classified into Level 1 to Level 3 based on the degree of observability and significance of the relevant inputs:
-
Level 1 inputs: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
-
Level 2 inputs: Inputs other than those quoted in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
-
Level 3 inputs: Unobservable inputs for assets or liabilities.
-
(III) Criteria for distinguishing current and non-current assets and liabilities
140
Current assets include:
-
Assets held primarily for trading purposes;
-
Assets expected to be realized within 12 months after the balance sheet date; and
-
Cash (excluding those restricted for exchange or settlement of liabilities more than 12 months after the balance sheet date).
Current liabilities include:
-
Liabilities held primarily for trading purposes;
-
Liabilities due for settlement within 12 months of the balance sheet date, and
-
liabilities for which the maturity date cannot be unconditionally extended to at least 12 months after the balance sheet date.
Liabilities that are not current assets or current liabilities are classified as noncurrent assets or noncurrent liabilities.
The Consolidated Company engages in construction projects with a business cycle longer than one year. Therefore, assets and liabilities related to construction projects are classified as current or noncurrent based on the normal business cycle.
-
(IV) Basis of Consolidation
-
Principles Governing the Preparation of Consolidated Financial Statements
The entity that prepares the consolidated financial statements consists of the Company and entities controlled by the Company (i.e., subsidiaries). The Company controls an investee when it 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.
The financial statements of the subsidiaries are included in the consolidated financial statements from the date control over them is acquired until the date control is lost. Intercompany transactions, balances and any unrealized gains and losses are eliminated upon the preparation of the consolidated financial statements. The total consolidated profit or loss of subsidiaries is attributed to the Company's owners and noncontrolling interests, respectively, even if the noncontrolling interests become a loss balance as a result.
The financial statements of subsidiaries have been appropriately adjusted to conform to the accounting policies used by the Consolidated Company.
Changes in the Consolidated Company's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
141
2. Subsidiaries Included in Consolidated Financial Statements
The subsidiaries included in this consolidated financial report consist of:
| Name of the invest- ment company |
Investee company name |
Nature of business | Percentage of shareholding (%) | Percentage of shareholding (%) |
|---|---|---|---|---|
| December 31, 2022 |
December 31, 2021 Description |
|||
| The Company The Company The Company The Company The Company The Company The Company Chin Lai Interna- tional Development Co., Ltd. |
Le Hua Investment Co., Ltd. Luxe Solar Energy Co., Ltd. Sen-Hsin Energy Co., Ltd. Chin Lai International Development Co., Ltd. Wan Chuan Construc- tion Co., Ltd. Kai Shih Energy Co., Ltd. Joy Ribbon Limited Qun Li Energy Co., Ltd. |
Investment Energy Technical Ser- vices Energy Technical Ser- vices Energy Technical Ser- vices Comprehensive Con- struction Activities Energy Technical Ser- vices International Trade in Energy Products Energy Technical Ser- vices |
100 100 100 100 52.5 51 - 100 |
100 100 100 100 - Note 4 51 Notes 1 and 3 51 Notes 2 and 3 100 |
Note 1: Kai Shih Energy Co., Ltd. was established in September, 2021. Note 2: The Company subscribed to the follow-on offering of Joy Ribbon Limited for its cash capital increase in October 2021. Note 3: On April 22, 2022, the Board of Directors resolved to dispose of all the shares of Joy Ribbon Limited and Kai Shih Energy Co., Ltd. for the original invested amount in order to focus on the core business of the Company. Among them, the Company’s shareholdings of Joy Ribbon Limited was disposed of in May 2022. Note 4: On November 28, 2022, the Company subscribed to the follow-on offering of Wan Chuan Construction Co., Ltd.
3. Subsidiaries Not Included in Consolidated Financial Statements: None.
- (V) Foreign Currency
The individual financial statements of each entity of the Consolidated Company are presented in the currency of the primary economic environment in which the entity operates (functional currency). In preparing the consolidated financial statements, the results of operations and financial position of each consolidated entity are translated into New Taiwan dollars (the Company's functional currency and the presentation currency of the consolidated financial statements).
In preparing the financial statements of each consolidated entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recognized at the exchange rates prevailing on the dates of transactions. At the end of the reporting period, items denominated in foreign currencies are retranslated at the exchange rates prevailing on that date, and the resulting exchange differences are recognized in profit or loss in the year in which they occur. Non-monetary items denominated in foreign currencies that are measured at fair value are translated at the exchange rates prevailing on the date when the fair value was determined, and the resulting exchange differences are recognized in profit or loss in the current year, apart from those arising from changes in fair value that are recognized in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
During preparation of the consolidated financial statements, the assets and liabilities of the Company's foreign operations are translated into NTD at the exchange rate On the end date of the reporting period. Income and expense items are translated at average exchange rates for the period, with the resulting exchange differences recorded in other comprehensive income and accumulated in the financial statements of foreign operating companies under equity and appropriately allocated to noncontrolling interests.
142
(VI) Inventory
Inventories consist of raw materials, finished goods and work-in-process. Inventories are measured at the lower of cost or net realizable value. Comparisons between cost and net realizable value are made on an item-by-item basis, except for inventories of the same type. Net realizable value is the estimated selling price under normal circumstances less estimated costs to complete and estimated costs to complete the sale. The cost of inventories is calculated using the weighted-average cost (WAC) method.
(VII)Investment in Affiliated Companies
The Consolidated Company applies the equity method to its investment in affiliated companies. Under the equity method, investments in affiliated companies are initially recognized at cost, and the carrying amount of the investment after acquisition increases or decreases in accordance with the Consolidated Company's share of profits or losses of the affiliated companies and other comprehensive income or loss and profit distribution. In addition, changes in equity in affiliated companies are recognized on a proportional basis to shareholdings. If the Consolidated Company does not subscribe for new shares issued by an affiliated company in proportion to its shareholding, resulting in a change in its shareholding and a resulting increase or decrease in the net equity of the investment, the increase or decrease is adjusted to capital reserve- changes in the net equity of the related company recognized under the equity method and the investment accounted for under the equity method. If the balance of capital reserve from investments accounted for using the equity method is not sufficient, the difference is debited to retained earnings.
(VIII) Property, Plant, and Equipment
The property, plant, and equipment are recognized on the basis of the cost and subsequently measured based on the cost net of accumulated depreciations and accumulated impairment losses.
Except for land owned by the Consolidated Company, which is not depreciated, property, plant and equipment are depreciated separately over their useful lives on a straight-line basis for each significant component. The Consolidated Company reviews the estimated useful lives, residual values and depreciation methods at least at the end of each year and defers the effect of changes in applicable accounting estimates.
When property, plant and equipment are derecognized, the difference between the net disposal price and the carrying amount of the assets is recognized in profit or loss.
(IX) Intangible Assets
1. Individually acquired
Individually acquired intangible assets with finite useful lives are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment losses. Intangible assets are amortized on a straight-line basis over their useful lives. The Consolidated Company reviews the estimated useful lives, residual values and amortization methods at least at each year-end and defers the effect of changes in applicable accounting estimates.
- Acquired through business combination
Intangible assets acquired in a business combination are recognized at fair value at the date of acquisition and separately from goodwill, and are subsequently measured in the same manner as intangible assets acquired separately.
- Derecognition
143
When an intangible asset is derecognized, the difference between the net disposal price and the carrying amount of the asset is recognized in profit or loss for the current period.
- (X) Impairment of Property, Plant and Equipment, Right-of-Use Assets and Intangible assets
The Consolidated Company assesses at each balance sheet date whether there is any indication that property, plant and equipment, and right-of-use assets may be impaired. If there is any of such signs, the recoverable amount of the assets is estimated. If the recoverable amount of an individual asset cannot be estimated, the Consolidated Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, and the impairment loss is recognized in profit or loss.
When the impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised recoverable amount, provided that the increased carrying amount does not exceed the carrying amount (net of depreciation) that would have been determined had the impairment loss not been recognized in prior years. Reversals of impairment losses recognized in profit or loss.
- (XI) Financial Instruments
Financial assets and financial liabilities are recognized in the consolidated balance sheet when the Consolidated Company becomes a party to the contractual provisions of the instrument.
For initial recognition of the financial assets and financial liabilities, when the financial assets or financial liabilities are not measured at fair value through profit and loss, they are measured at the fair value plus any transaction cost directly attributable to the acquisition or issuance of the financial assets or financial liabilities. Transaction costs directly attributable to the acquisition or issuance of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
1. Financial Assets
Regular transactions of financial assets are recognized and derecognized using trade date accounting.
- (1) Types of measurements
The types of financial assets held by the Consolidated Company are financial assets measured at fair value through profit or loss and financial assets measured at amortized cost.
A.Financial assets at fair value through profit or loss
Financial assets measured at fair value through profit or loss are measured at fair value with dividends, interest and gains or losses from remeasurements recognized in other gains and losses. Please refer to Note 6(28) for the determination of fair value.
B. Financial assets measured at amortized cost
The Consolidated Company's investment in financial assets is classified as financial assets carried at amortized cost if both of the following conditions are met:
144
-
a. The financial assets are held under an operating model whose objective is to hold financial assets for contractual cash flows; and
-
b. The contractual terms result in cash flows at a specific date, which are solely payments of principal and interest on the principal amount outstanding.
Financial assets carried at amortized cost (including cash, accounts receivable at amortized cost, notes receivable, other receivables, long-term notes and accounts receivable, and refundable deposits) are measured at amortized cost using the effective interest method to determine the total carrying amount less any impairment loss after initial recognition, with any foreign currency exchange gain or loss recognized in profit or loss.
- C. Investments in equity instruments measured at fair value through other comprehensive income or loss
At initial recognition, the Consolidated Company has an irrevocable option to designate investments in equity instruments that are not held-for-trading and for which contingent consideration is recognized by the non-acquirer of the business combination to be measured at fair value through other comprehensive income.
Investments in equity instruments measured at fair value through other comprehensive income are measured at fair value, with subsequent changes in fair value reported in other comprehensive income and accumulated in other equity. Upon disposal of investments, the accumulated gains and losses are transferred directly to retained earnings and are not reclassified to profit or loss.
Dividends from investments in equity instruments measured at fair value through other comprehensive income or loss are recognized in profit or loss when the rights to receive payments from the Consolidated Company are established, unless the dividends clearly represent a partial recovery of the cost of the investment.
- (2) Impairment of financial assets and contract assets
The Consolidated Company assesses impairment losses on financial assets (including accounts receivable) and contract assets measured at amortized cost at each balance sheet date based on expected credit losses.
An allowance for impairment is recognized for accounts receivable and contract assets based on the expected credit loss over the life of the asset. Other financial assets are evaluated to determine whether there is a significant increase in credit risk since initial recognition. If there is no significant increase in credit risk, an allowance for loss is recognized based on the expected credit loss over 12 months, and if there is a significant increase in credit risk, an allowance for loss is recognized based on the expected credit loss over the expected lifetime of the asset.
Expected credit losses are the weighted-average credit losses weighted by the risk of default. The 12-month expected credit loss represents the expected credit loss arising from possible defaults within 12 months after the reporting date, while the expected credit loss over the life of the financial instrument represents the expected credit loss arising from all possible defaults during the expected life of the instrument.
145
For internal credit risk management purposes, the Consolidated Company determines, without considering the collaterals held, that a default on a financial asset has occurred under the following circumstances:
-
A. Any internal or external information indicating that it is impossible for a debtor to pay off the debts.
-
B. Debts are overdue for more than 180 days unless there is reasonable and supportable information indicating that a delayed default basis is more appropriate.
The carrying amount of all financial assets is reduced by an allowance account.
- (3) Derecognition of financial assets
The Consolidated Company derecognizes financial assets only when the contractual rights to the cash flows from the financial assets lapse or when the financial assets have been transferred and substantially all the risks and rewards of ownership of the assets have been transferred to other enterprises.
The difference between the carrying amount of the financial asset and the consideration received is recognized in profit or loss when the financial asset is derecognized as a whole at amortized cost.
- Equity instruments
Equity instruments issued by the Consolidated Company are recognized at the acquisition price less direct issuance costs.
-
Financial liabilities
-
(1) Subsequent measurement of financial liabilities
All financial liabilities are measured at amortized cost using the effective interest method.
- (2) Derecognition of financial liabilities
When a financial liability is derecognized, the difference between the carrying amount and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
- (XII)Provision for Liabilities
The amount recognized as a provision is the best estimate of the amount required to settle the obligation at the balance sheet date, taking into account the risks and uncertainties of the obligation.
Warranties
Warranty obligations under construction contracts are recognized in income based on management's best estimate of the expenses required to settle the Consolidated Company's obligations.
(XIII)Revenue Recognition
After the Consolidated Company identifies performance obligations under customer contracts, the transaction price is apportioned to each performance obligation and revenue is recognized when each performance obligation is satisfied.
146
- Merchandise sales revenue
Revenue from merchandise sales is derived from the sale of electrical equipment. When the electrical equipment is inspected and delivered to the designated location, the customer has the right to set the price and use the product and has the primary responsibility for reselling it, and assumes the risk of obsolescence of the merchandise. The Consolidated Company recognizes revenue and accounts receivable at that point in time.
2. Construction revenue
The Consolidated Company recognizes revenue using the percentage-of-completion method for construction contracts in which the immovable property is under the control of the customer during the construction process. The Consolidated Company measures the percentage of completion based on actual construction progress. The Consolidated Company recognizes contract assets over time during the construction process and reclassifies them as accounts receivable upon billing. If the amount received exceeds the amount of revenue recognized, the difference is recognized as a contract liability.
- Electricity sales revenue
Revenues from electricity sales are based on the actual kilowatt hours generated and the rates agreed with Taiwan Power Company.
4. Service revenue
The service revenue comes from the subcontracting services of power plant works. Since the performance obligation and risk related to the power plant works have been transferred to the subcontractors, the Group provides subcontracting services as an agent and recognizes the revenue based on the actual progress of the works carried out by the subcontractors.
(XIV) Leases
The Consolidated Company assesses whether a contract is (or contains) a lease at the inception date of the contract.
For contracts with lease and non-lease components, the Consolidated Company apportions the consideration in the contracts on the basis of separate prices and treats them separately.
- Where the Consolidated Company is the lessor
Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the asset to the lessee. All other leases are classified as operating leases.
Under operating leases, lease payments, net of lease incentives, are recognized as income on a straight-line basis over the term of the relevant lease. The original direct cost incurred to acquire an operating lease is added to the carrying amount of the underlying asset and recognized as an expense over the lease term on a straight-line basis.
- Where the Consolidated Company is the lessee
Right-of-use assets and lease liabilities are recognized at the lease commencement date for all leases except for leases of low-value subject assets to which recognition exemptions apply and short-term leases where lease payments are recognized as an expense on a straight-line basis over the lease term.
147
Right-of-use assets are measured initially at cost (including the original measurement of the lease liability, lease payments made prior to the lease commencement date less lease incentives received, original direct cost and estimated cost of restoration of the subject asset) and subsequently measured at cost less accumulated depreciation and accumulated impairment losses, with adjustments for remeasurement of the lease liability. Right-of-use assets are presented separately in the consolidated balance sheet.
Right-of-use assets are depreciated on a straight-line basis from the lease commencement date to the earlier of the end of the useful life or the end of the lease term.
Lease liabilities are measured initially at the present value of the lease payments. If the interest rate implied by the lease is readily determinable, lease payments are discounted using that rate. If the interest rate is not readily determinable, the lessee's incremental borrowing rate is used.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, and interest expense is allocated over the lease term. Lease liabilities are presented separately in the consolidated balance sheet.
Rentals under leases that do not depend on changes in indices or rates are recognized as expenses in the period in which they are incurred.
(XV)Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are included as part of the cost of that asset until substantially all of the activities necessary to bring the asset to its intended use or sale have been completed.
Investment income earned on specific borrowings that are temporarily invested prior to the incurrence of qualifying capital expenditures is deducted from the cost of borrowings eligible for capitalization.
Except for the above, all other borrowing costs are recognized in profit or loss in the year in which they are incurred.
-
(XVI) Employee Benefits
-
Short-term employee benefits
Short-term employee benefit-related liabilities are measured at the non-discounted amount expected to be paid in exchange for employee services.
- Postemployment benefits
Defined contribution pension plan benefits are recognized as an expense over the period of service rendered by employees.
(XVII) Income tax
Income tax expense is the sum of current income tax and deferred income tax.
- Current income tax
The Consolidated Company determines the current income (loss) based on the regulations of each jurisdiction in which the Consolidated Company files income tax returns and calculates the amount of income tax payable (recoverable).
Income tax on undistributed earnings is recognized in the year when the shareholders' meeting is held.
Adjustments to prior years' income tax payable are included in the current period's income tax.
148
2. Deferred income tax
Deferred income tax is calculated on temporary differences between the carrying amounts of assets and liabilities and the tax bases used to compute taxable income.
Deferred income tax liabilities are generally recognized for all taxable temporary differences, while deferred income tax assets are recognized to the extent that it is probable that taxable profit will be available against which the temporary differences or loss carryforwards can be utilized.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient tax assets will be available to allow recovery of all or part of the asset. Deferred income tax assets are reviewed at each balance sheet date and the carrying amount is increased to the extent that it is more likely than not that sufficient tax assets will be available to allow recovery of all or part of the assets.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the liability is settled or the asset is realized, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences of the manner in which the Consolidated Company expects to recover or settle the carrying amounts of its assets and liabilities at the balance sheet date.
3. Current and deferred income taxes
Current and deferred income taxes are recognized in profit or loss.
V. Significant Accounting Judgments, Estimates and Key Sources of Assumption Uncertainty
In applying accounting policies, the Consolidated Company's management is required to make judgments, estimates and assumptions that are based on historical experience and other relevant factors when the information is not readily available from other sources. Actual results may differ from those estimates.
Management reviews estimates and underlying assumptions on an ongoing basis. Revisions to estimates are recognized in the period in which they are made if they affect only the current period, or in the period in which they are made if they affect both the current and future periods.
Key sources of estimation and assumption uncertainty:
- Long term project payment receivables involving any unsettled litigation
As of December 31, 2022 and 2021, the Consolidated Company had uncollected long-term construction receivables of NT$207,991 thousand (net of allowance for losses of NT$178,575 thousand and estimated overdue penalties) in prior years. Due to the pending litigation with Taiwan Power Company, the recovery of the contract amount is subject to future court decisions. If the outcome of a future court judgment differs materially from the estimated amount of the impairment loss, the amount of the difference is recognized in profit or loss in the year of the judgment.
149
VI. Description of Significant Accounting Items
(I) Cash and cash equivalents
| ption of Significant Accounting Items ash and cash equivalents |
|
|---|---|
| December 31,2022 Cash on hand $ 179 Bank deposits 445,143 Time deposits 5,000 Total $ 450,322 inancial assets at fair value through profit or loss December 31,2022 Financial assets - current Non-derivative financial assets Domestic TWSE (TPEx) listed stocks $ 68,723 |
December 31,2021 |
| $ 219 638,985 - |
|
| $ 639,204 | |
| December 31,2021 | |
| $ 19,490 |
(II) Financial assets at fair value through profit or loss
(III) Financial assets at fair value through other comprehensive income or loss - non-current
ent |
||
|---|---|---|
| Unlisted stocks | December 31,2022 $ 25,278 |
December 31,2021 |
| $ - |
The Consolidated Company invests in Castle Applied Inc. for medium- and longterm strategic purposes and expects to make profits from the long-term investment. It is designated as measured at fair value through other comprehensive income. The Consolidated Company's financial assets at fair value through other comprehensive income were not pledged as collateral.
(IV) Financial assets measured at amortized cost
| Current Domestic investments Time deposits with original ma- turity of more than 3 months Non-current Domestic investments Time deposits with original ma- turity of more than 3 months Reserveaccount Total |
December 31,2022 $ 106,298 $ 80,711 23,105 $ 103,816 |
December 31,2021 |
|---|---|---|
| $ 46,025 | ||
| $ 85,530 35,894 |
||
| $ 121,424 |
As of December 31, 2022 and 2021, the interest rate range of the time deposit with an initial maturity date over 3 months was 0.34% to 1.44% and 0.06 % to 1.09 % , respectively.
For information on pledges of financial assets measured at amortized cost, see Note 8.
150
- (V) Notes receivable, accounts receivable and overdue receivables.
| December 31,2022 Notes receivable Measured at post-amortized cost $ 1,310 December 31,2022 Accounts receivable-related parties Measured at post-amortized cost Total carrying amount $ 66,626 Less: Allowance for losses (39) Total $ 66,587 Overdue receivables Due to business operations $ 10,552 Less: Allowance for losses (10,552) Total $ - |
December 31,2021 |
|---|---|
| $ 7,256 | |
| December 31,2021 | |
| $ 190,799 (39) |
|
Measured at post-amortized cost Total carrying amount Less: Allowance for losses Total Overdue receivables Due to business operations Less: Allowance for losses Total |
|
| $ 190,760 | |
| $ 10,552 (10,552) |
|
| $ - |
- The average credit period for merchandise sales ranges from 30 to 180 days, and accounts receivable are non-interest-bearing. The Consolidated Company's policy is to deal only with creditworthy customers. The Consolidated Company recognizes an allowance for losses on accounts receivable on the basis of expected credit losses over the life of the receivable. The expected credit losses for the duration of the period are calculated using an allowance matrix, which takes into account the customer's past default history and current financial condition and industry outlook. Because the Consolidated Company's credit loss history shows that there is no significant difference in loss patterns among different customer groups, the allowance matrix does not further differentiate between customer groups and only uses the number of days of aging on the accounts receivable establishment date to determine the expected credit impairment rate.
If there is evidence that the counter-party is in serious financial difficulty and the Consolidated Company cannot reasonably expect to recover the amount, for example, if the counter-party is in liquidation or the debt has been outstanding for more than 720 days, the Consolidated Company reclassifies the amount as an overdue receivable and recognizes an allowance for loss, but continues its collection activities and recognizes the amount recovered in profit or loss.
151
- The Company measures the allowance for losses on notes and accounts receivable based on the allowance matrix as follows:
| Loss from ex- pected credit impairment Total carrying amount Allowance for losses (ex- pected credit losses over the life of the Company) Cost after amortization Loss from ex- pected credit impairment Total carrying amount Allowance for losses (ex- pected credit losses over the life of the Company) Cost after amortization |
Less than 30 days |
31 to 90 days | December 31, 2022 91 to 180 days 181 to 360 days 1.79% 2% $ 2,174 $ - (39) - $ 2,135 $ - December 31, 2021 91 to 180 days 181 to 360 days -% 2% $ 50,735 $ 1,964 - (39) $ 50,735 $ 1,925 |
December 31, 2022 91 to 180 days 181 to 360 days 1.79% 2% $ 2,174 $ - (39) - $ 2,135 $ - December 31, 2021 91 to 180 days 181 to 360 days -% 2% $ 50,735 $ 1,964 - (39) $ 50,735 $ 1,925 |
361 days or more |
Total |
|---|---|---|---|---|---|---|
| -% $ 53,349 - |
-% $ 12,413 - |
1.79% $ 2,174 (39) |
2% $ - - |
50% $ - - |
$ 67,936 (39) |
|
| $ 53,349 | $ 12,413 | $ 2,135 | $ - | $ - | $ 67,897 | |
| Less than 30 days |
31 to 90 days | 361 days or more |
Total | |||
| -% $ 144,689 - |
-% $ 667 - |
-% $ 50,735 - |
2% $ 1,964 (39) |
50% $ - - |
$ 198,055 (39) |
|
| $ 144,689 | $ 667 | $ 50,735 | $ 1,925 | $ - | $ 190,016 |
Information on the changes in the allowance for losses on accounts receivable is as follows
follows |
||
|---|---|---|
| Balance at the beginning of period Add: Provision for the period (re- versal) Less: Write offs for the period Balance at the end of period (VI) Inventory Finished goods Goods in process Raw materials Total |
FY2022 $ 39 - - $ 39 December 31,2022 $ 37,197 106,483 11,735 $ 155,415 |
FY2021 |
| $ 230 (191) - |
||
| $ 39 | ||
| December 31,2021 | ||
| $ 9,307 8,880 5,854 |
||
| $ 24,041 |
-
Operating costs related to inventories were NT$96,701 thousand and NT$87,307 thousand FY2022 and FY2021, respectively. The cost of goods sold for FY2022 and FY2021 included NT$1,863 thousand and NT$1,093 thousand, respectively, for the decline in value of inventories and losses on doubtful accounts.
-
As of December 31, 2022 and 2021, none of the Consolidated Company's inventories were pledged as collateral.
-
As of December 31, 2022 and 2021, there was no write-off of allowance for inventory losses due to obsolescence of inventories.
152
(VII) Investments Accounted For Using the Equity Method
Individual Insignificant Subsidiaries
| Investees | December 31,2022 | December 31,2022 | December 31,2021 | December 31,2021 |
|---|---|---|---|---|
| Book Value | Sharehold- ings % |
Total carrying amount |
Sharehold- ings % |
|
| Park Ave Coworking Space Co., Ltd. |
NT$ 1,415 | 22.5 |
NT$ - | - |
The calculation of the above insignificant affiliates is based on unaudited financial statements; however, in the opinion of the Company's management, such financial statements would not have resulted in a material adjustment had they been audited by the accountants.
Please refer to Schedule 4 (attached) for the business nature, principal place of business, and national information of the affiliated companies.
(VIII) Property, Plant, and Equipment
| Item | January1toDecember31,2022 | January1toDecember31,2022 | January1toDecember31,2022 | ||
|---|---|---|---|---|---|
| Balance at the beginning of period |
Acquired | Disposed | Consolidated acquisition |
Balance at the end of period |
|
| Cost Land Buildings Machinery Equipment Office Equip- ment Power Genera- tion Equipment Transport Equipment Other Equip- ment Leasehold Im- provements Subtotal Accumulated De- preciation and Im- pairment Buildings Machinery Equipment Office Equip- ment Power Genera- tion Equipment Transport Equipment Other Equip- ment Leasehold im- provements Subtotal Net Amount |
$ 45,719 99,502 18,348 2,560 660,276 - 40,758 3,348 |
$ 1,250 270 16,982 559 110,054 - 4,129 5,109 |
$ - - (3,082) (845) - - (120) - |
$ - - - 285 - 200 - 904 |
$ 46,969 99,772 32,248 2,559 770,330 200 44,767 9,361 |
| 870,511 | 138,353 | (4,047) | 1,389 |
1,006,206 |
|
| 47,186 16,832 1,608 164,231 - 35,201 585 |
2,761 1,282 215 36,084 8 1,472 645 |
- (3,073) (513) - - (109) - |
- - - - 42 - - |
49,947 15,041 1,310 200,315 50 36,564 1,230 |
|
| 265,643 | 42,467 | (3,695) | 42 |
304,457 |
|
| $ 604,868 | $ 95,886 | $ (352) | $ 1,347 | $ 701,749 |
153
| Item | January 1 to December 31, 2021 | January 1 to December 31, 2021 | January 1 to December 31, 2021 | ||
|---|---|---|---|---|---|
| Balance at the beginning of period |
Acquired | Disposed | Consolidated acquisition |
Balance at the end of period |
|
| Cost Land Buildings Machinery Equipment Office Equip- ment Power Genera- tion Equipment Other Equip- ment Leasehold im- provements Subtotal Accumulated De- preciation and Im- pairment Buildings Machinery Equipment Office Equip- ment Power Genera- tion Equipment Other Equip- ment Leasehold im- provements Subtotal Net amount |
$ 45,719 90,044 43,327 2,774 660,343 48,471 3,348 |
$ - 9,458 932 800 916 648 - |
$ - - 25,911 1,014 983 8,361 - |
$ - - - - - - - |
$ 45,719 99,502 18,348 2,560 660,276 40,758 3,348 |
| 894,026 | 12,754 |
36,269 |
- |
870,511 |
|
| 44,685 42,570 2,445 131,064 41,965 251 |
2,501 160 177 33,462 1,597 334 |
- 25,898 1,014 295 8,361 - |
- - - - - - |
47,186 16,832 1,608 164,231 35,201 585 |
|
| 262,980 | 38,231 |
35,568 | - |
265,643 |
|
| $ 631,046 | $ (25,477) | $ 701 | $ - | $ 604,868 |
- The Consolidated Company depreciates each component item on a straight-line basis over its useful life as follows:
s over its useful life as follows: |
|
|---|---|
| Item | Useful Life |
| Buildings Machinery Equipment Office Equipment Power Generation Equipment Other Equipment Leasehold improvements |
35 years 2 to 14 years 2 to 7 years 15 to 20 years 2 to 20 years 9 years |
-
The Consolidated Company's property, plant and equipment pledged as collaterals for long-term and short-term loans in December 31, 2022 and 2021. Please refer to Note 8 for details.
-
(IX) Lease Agreements
-
Right-of-use assets
| Carrying amount of right-to-use assets Buildings Transport Equipment Total |
December 31,2022 $ 125,316 1,201 $ 126,517 FY2022 |
December 31,2021 |
|---|---|---|
| $ 125,079 662 |
||
| $ 125,741 | ||
| FY2021 |
154
| Newly acquired right-of-use as- sets $ 13,307 Lease modification (lease cancel- lation) $ 3,167 Depreciation expense of right-of- use assets Buildings $ 8,805 Transport Equipment 559 Total $ 9,364 asing liabilities December 31,2022 Carrying amount of lease liabili- ties Current $ 8,646 Non-current $ 120,960 The discount rate range for lease liabilities is as follows: December 31,2022 Buildings 1.6%~2.71% Transport Equipment 1.88%~2.12% |
$ 87,878 |
|---|---|
| $ - | |
| $ 7,316 654 |
|
| $ 7,970 | |
| December 31,2021 | |
| $ 7,045 | |
| $ 120,613 | |
| December 31,2021 | |
| 1.6%~2.71% 1.88% |
2. Leasing liabilities
3. Significant leasing activities and terms
The Consolidated Company leases the above transportation equipment for a period of 3 years.
The Consolidated Company also leases the building for office and solar farm for power generation for a period of 10 and 20 years.
4. Other Lease Information
| . Other Lease Information | . Other Lease Information | ||||
|---|---|---|---|---|---|
| Short-term lease expenses Low-value asset lease expenses Variable lease expenses not in- cluded in the measurement of lease liabilities Total cash expenditure for leases (outflow) ther Intangible Assets Item Balance at the be- ginning of period Cost Computer software $ 665 Goodwill - Operating rights 32,417 Subtotal 33,082 Accumulated amorti- zation and impairment Computer software 243 Operating rights 5,043 Subtotal 5,286 Net amount $ 27,796 Item Balance at the be- ginning ofperiod Cost |
FY2022 $ 1,680 $ $ 433 $ $ 1,500 $ $ (14,699) $ January 1 to December 31, 2022 |
FY2021 | |||
| $ | 1,026 | ||||
| $ | 1,010 | ||||
| $ | 312 | ||||
| $ | (11,670) | ||||
| Balance at the be- ginning of period |
Acquired Disposed $ 502 $ - 1,265 - - - 1,767 - 134 - 2,161 - 2,295 - $ (528) $ - January1toDecember31,2021 |
Disposed |
Balance at the end of period |
||
| Cost Computer software Goodwill Operating rights Subtotal Accumulated amorti- zation and impairment Computer software Operating rights Subtotal Net amount Item |
$ 665 - 32,417 |
$ - - - |
$ 1,167 1,265 32,417 |
||
| 33,082 | - | 34,849 | |||
243 5,043 |
- - |
377 7,204 |
|||
| 5,286 | - | 7,581 | |||
| $ 27,796 | $ - | $ 27,268 | |||
| Balance at the be- ginning ofperiod |
Acquired | Disposed |
Balance at the end ofperiod |
||
| Cost |
(X) Other Intangible Assets
155
| Computer software Operating rights Subtotal Accumulated amorti- zation and impairment Computer software Operating rights Subtotal Net amount |
$ 665 32,417 |
$ - - |
$ - - |
$ 665 32,417 |
|---|---|---|---|---|
| 33,082 | - | - | 33,082 | |
111 2,881 |
132 2,162 |
- - |
243 5,043 |
|
| 2,992 | 2,294 | - | 5,286 | |
| $ 30,090 | $ (2,294) | $ - | $ 27,796 |
Amortization expense is provided on a straight-line basis over the following number of durable years:
durable years: |
|||||
|---|---|---|---|---|---|
| Item | Useful Life | ||||
| Computer software | 5 years | ||||
| Operating rights | 15 years | ||||
| epayments | |||||
| December | 31,2022 | December | 31,2021 | ||
| Prepayment | $ | 22,463 | $ | - | |
| Prepaid insurance fees | 1,704 | 662 | |||
| Prepaid pensions | 570 | 570 | |||
| Others | 10,428 | 1,447 | |||
| Total | $ | 35,165 | $ | 2,679 | |
| Prepayment for equipment purchase | $ | 781,624 | $ | 443,532 | |
| Less: Accumulated impairment | (23,918) | (23,918) | |||
| Total | $ | 757,706 | $ | 419,614 | |
| Current | $ | 35,165 | $ | 2,679 | |
| Non-current | $ | 757,706 | $ | 419,614 |
(XI) Prepayments
For the assessment of the accumulated impairment on prepayment for equipment, please refer to Note 9(2).
(XII)Other Current Assets
please refer to Note 9(2). ther Current Assets |
|
|---|---|
| December 31,2022 Input tax $ 38,377 Tax overpaid retained for offsetting future tax payable 5,695 Payments on behalf of others 170 Others - Total $ 44,242 |
December 31,2021 |
| $ 18,315 836 1,879 236 |
|
| $ 21,266 |
156
(XIII)Long-Term Notes and Accounts Receivable
| Accounts receivable - Taiwan Power Company (Taichung Power Plant) (Note 1) Accounts receivable - Taiwan Power Company (Offshore Wind Power Development In Taichung Port) Estimated additional receivables from construction and engineering work Less: Estimated overdue fines paya- ble Less: Allowance for losses Subtotal of construction and engi- neering receivables Other receivables - Chou, Hsiu-Mei Less: Allowance for losses Subtotal |
December 31,2022 $ 355,600 17,226 13,740 (141,000) (37,575) $ 207,991 $ 42,888 (42,888) $ - |
December 31,2021 |
|---|---|---|
| $ 355,600 17,226 13,740 (141,000) (37,575) |
||
| $ 207,991 | ||
| $ 42,888 (42,888) |
||
| $ - |
-
The Consolidated Company filed an arbitration case for the delayed completion of the Taichung Power Plant and Offshore Wind Power Development In Taichung Port of Taiwan Power Company (Taipower). The arbitration judgment was issued by the Chinese Construction Industry Arbitration Association(CCIAA) on January 19, 2010 (2008 Gong-Zhong-Xie-Jing-Zi No. 019) and a judgement was issued by the High Court on May 31, 2011 (2010 Zhong-Shang-Zi No. 501). The Company recorded NT$141,000 thousand in overdue penalties and NT$13,740 thousand in additional receivables due for construction work based on the arbitration judgement. However, the parties did not reach a consensus on the settlement amount, which resulted in the delay in payment by Taipower, so the accounts were reclassified as long-term accounts receivable. Please refer to Note 9(3) for details.
-
In August 2012, the Consolidated Company sold 1,300,000 shares of its equitymethod investment in Dakang Insurance Brokerage Co., Ltd. at NT$48 per share, for a total consideration of NT$62,400 thousand. The transferee of the equity, Hsiu-Mei Chou, issued a promissory note when entering into the equity transfer contract and pledged the stocks to the Group. Since the transferee could not subsequently repay on time according to the contract, new agreements were entered into on March 25, 2013 and August 12, 2013, respectively, and an interest at an annual rate of 6% was imposed until March 25, 2014. As of December 31, 2022 and 2021, a sum of NT$42,888 thousand (including the principal of NT$40,480 thousand with the interest receivable of NT$2,408 thousand) had not been collected yet. The Consolidated Company has transferred it to the long-term accounts receivable and set aside an allowance for loss of a percentage of 100%. Besides, the Consolidated Company filed an action for payment of the note against Hsiu-Mei Chou’s endorser, Dah Sing Network Technology Co., Ltd., on February 26, 2015. The action was dismissed by the court on February 3, 2016. The Consolidated Company filed an appeal against the dismissal on March 4, 2016 and the high court delivered its decision (2016 Chong-Shang-Zi No. 325) in favor of the Consolidated Company on May 9, 2017. However, Dah Sing Network Technology Co., Ltd. appealed the decision to the Supreme Court. On February 27, 2020, the Supreme Court ruled (2019 Tai-Shang-Zi No. 1237) that the original judgment, with the exception of the provisional execution, was abrogated and remanded the case to the Taiwan High Court for retrial. On December 22,
157
2020, the High Court ruled in favor of the Consolidated Company (2020 ZhongShang-Geng-Yi-Zi No. 38). While Dah Sing Network Technology Co., Ltd. did not file an appeal, the Company has assessed that the possibility of debt recovery was low, henceforth the Company did not reverse the recognized allowance for loss.
- The Consolidated Company considers the customer's past default record and current financial condition, as well as the possible outcome of future court decisions. If there is evidence that the counter-party is facing severe financial difficulties or the judgment may be unfavorable to the Consolidated Company, and the Consolidated Company cannot reasonably expect to recover the amount, the Consolidated Company will directly write off the related receivables, but shall continue to pursue debt recovery activities and recognize the amount recovered in profit or loss.
(XIV)Short-term Borrowings
loss. ort-term Borrowings |
||
|---|---|---|
| Secured loans Credit loans Less: Unamortized bank borrow- ing costs Total Interest Rate Range |
December 31, 2022 $ 130,000 110,640 - $ 240,640 1.90%~2.30% |
December 31, 2021 |
| $ 113,500 36,500 291 |
||
| $ 149,709 | ||
| 1.6% |
For the guarantee of assets provided as short-term loans, please refer to Note 8.
(XV) Long-term Borrowings
| g-term Borrowings | ||
|---|---|---|
| Secured loans Less: Unamortized cost of long- term bank borrowings Subtotal Less: Loan maturity classified as due within one year Long-term borrowings Interest Rate Range |
December 31, 2022 $ 746,384 - 746,384 (47,081) $ 699,303 2.05%~2.32% |
December 31, 2021 |
| $ 381,786 1,966 |
||
| 379,820 (43,795) |
||
| $ 336,025 | ||
| 1.8%~2.66% |
The above-mentioned bank loans shall mature successively before November 2027. Please refer to Note 8 for information on assets pledged as collateral for long-term borrowings.
(XVI)Notes and Accounts Payable
borrowings. tes and Accounts Payable |
||
|---|---|---|
| Notes payable (including to re- lated parties) Accounts payable (including to related parties) Total |
December 31, 2022 $ 2,027 99,540 $ 101,567 |
December 31, 2021 |
| $ 331 119,371 |
||
| $ 119,702 |
-
The average credit period for accounts payable is generally 30 to 60 days for customers, and for outsourced projects, payment is made according to the contract period agreed to between the two parties. The Company upholds a financial risk management policy to ensure that all payables are repaid within the pre-agreed credit terms.
-
Please refer to Note 6(28) for disclosures of payables and other payables that are exposed to liquidity risk.
158
(XVII)Post-employment benefit plans
1. Defined contribution plan
The Consolidated Company's pension plan under the Labor Pension Act is a government-administered defined contribution plan that contributes 6% of employees' monthly salaries to the individual accounts under the Bureau of Labor Insurance. The pension cost recognized as expense in the consolidated statements of income was NT$1,568 thousand and NT$1,266 thousand for FY2022 and FY2021, respectively.
(XVIII)Equity
1. Common share capital
ely. uity Common share capital |
||
|---|---|---|
| Number of shares (in thou- sands) Authorized share capital Number of issued and fully paid shares (in thousands) Publicly traded common stock |
December 31, 2022 600,000 $ 6,000,000 145,486 $ 1,454,858 |
December 31, 2021 |
| 600,000 | ||
| $ 6,000,000 | ||
| 135,968 | ||
| $ 1,359,680 |
The issued common stock has a par value of $10 per share and each share has one vote and the right to receive dividends.
On March 5, 2021, the Board of Directors adopted a follow-on offering to issue 40,000 thousand shares at a par value of NT$10. The stocks were issued at a premium of NT$ 12.6 per share. The paid-in capital was NT$1,359,680 after the execution of the offering. The base day for the offering was September 2, 2021. The relevant change registration procedures have been duly completed.
At the annual general shareholders' meeting held on June 21, 2022, for the dividend distribution for FY2021, the shareholders resolved to distribute NT$95,178 thousand in stock dividends at NT$0.7 per share, resulting in a capital stock of NT$1,454,858 thousand after the distribution.
- Capital reserve
| Capital reserve | ||
|---|---|---|
| May be used to make up losses, to distribute cash or to |
December 31, 2022 $ 133,054 |
December 31, 2021 |
| $ 133,054 | ||
increase capital Stock issuance in excess of par value |
On September 2021, the Company issued 40,000 thousand shares at a par value of NT$10 per share, at a premium of NT$12.6 per share, resulting in an increase in capital surplus of NT$104,000 thousand.
The capital surplus from the stock issuance premium may be used to offset losses or, when the Company has no losses, to distribute cash or to increase capital, provided that the capitalization is limited to a certain percentage of the paid-in capital each year.
159
3. Policy on retained earnings and dividends
In accordance with the provisions of the Company's Articles of Incorporation on the earnings distribution policy, if having a profit in the final accounting of the year, the Company shall first pay taxes and make up any cumulative losses in accordance with laws, and then set aside 10% of the said earnings as legal reserves, unless such legal reserves reach the amount of the Company’s paid-in capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws may require. If there is any residual balance, it shall be, together with the undistributed earnings carried from previous years, used as dividends for shareholders. The Board of Directors shall draft an earnings distribution proposal and submit it to the shareholders’ meeting for approval. Please refer to Note 6(24), "Remuneration to Employees and Directors", for the policy on the distribution of employees and directors' remuneration under the amended Articles of Incorporation.
Legal reserve may be used to make up losses. If the Consolidated Company has no deficit, the excess of legal reserve over 25% of the paid-in capital may be distributed in cash in addition to increasing capitalization.
At the annual general shareholders' meetings held on June 21, 2022 and May 7, 2021, the Company approved the following distribution of earnings for the FY2021 and FY2020, respectively:
FY2021 and FY2020, respectively: |
|
|---|---|
| FY2021 Legal reserve $ 11,222 Cash dividend (NT$0.2 and NT$0.5 per share respectively) $ 27,193 Stock dividends (NT$0.7 per share) $ 95,178 4. Non-controlling equity FY2022 Balance at the beginning of period $ 4,367 Net loss for the period attributable to noncontrolling interests 1,354 Other comprehensive income or loss attributable to noncontrolling interests: Financial assets measured at fair value through other com- prehensive income or loss (176) Exchange difference from con- version of financial statements of foreign operations 13 Decrease in non-controlling in- terests in subsidiaries due to disposals (1,201) Acquisition of additional non- controlling interests in subsidiar- ies 55,856 Balance at the end of period $ 60,213 |
FY2020 |
| $ 6,208 | |
| $ 47,984 | |
| $ - | |
| FY2021 | |
| $ - 563 - (13) - 3,817 |
|
| $ 4,367 |
160
(XIX)Earnings Per Share
1. Basic earnings per share
The weighted-average number of shares of common stock and earnings per share used in the calculation of earnings per share were as follows:
| Net income attributable to owners of the parent company (NT$ ‘000) Weighted-average number of common shares for basic earn- ings per share calculation (in thousands) Basic earnings per share (NT$) |
FY2022 $ 45,080 145,486 $ 0.31 |
FY2021 |
|---|---|---|
| $ 112,220 | ||
| 118,819 | ||
| $ 0.94 |
Earnings per share have been retroactively adjusted for the effect of stock grants, the base date of which was set on September 16, 2022. The basic earnings per share was retroactively adjusted from NT$1.03 to NT$0.94 for FY2021.
2. Diluted earnings per share
The weighted-average number of shares of common stock and earnings used to calculate diluted earnings per share were as follows:
| Net income attributable to owners of the parent company Weighted-average number of common shares for basic earn- ings per share calculation (in thousands) Impact of common stock with potential dilutive effects Employee remuneration Weighted-average number of common shares for the purpose of calculating diluted earnings per share Diluted earnings per share (NT$) |
FY2022 $ 45,080 145,486 67 145,553 $ 0.31 |
FY2021 |
|---|---|---|
| $ 112,220 | ||
| 118,819 54 |
||
| 118,873 | ||
| $ 0.94 |
If the Consolidated Company has the option to pay employees in stock or cash, the calculation of diluted earnings per share assumes that employee remuneration will be paid in stock and is included in the weighted-average number of common shares outstanding for the purpose of calculating diluted earnings per share when the potential common shares have a dilutive effect. The dilutive effect of these potential common shares will continue to be considered in the calculation of diluted earnings per share before the number of shares awarded to employees is determined in the following year's shareholders’ resolution.
As a result of the retroactive adjustment, the diluted earnings per share was retroactively adjusted from NT$1.03 to NT$0.94 for FY2021.
161
(XX) Revenue from Customer Contracts
| venue from Customer Contracts | ||
|---|---|---|
| Revenue from Customer Con- tracts Construction revenue Sales revenue Electricity retailing revenue Service revenue Others Total 1. Contract balance Accounts receivable and notes receivable Contract assets - current Construction of photovol- taic power station and booster station Construction and engineer- ing Sales of electrical equip- ment Electricity retailing revenue Total Contract liabilities - current Construction of photovol- taic power station Construction and engineer- ing Total |
FY2022 $ 83,617 72,165 119,012 - 6,726 $ 281,520 December31,2022 $ 67,897 $ 41,990 25,878 410 - $ 68,278 $ 6,224 178 $ 6,402 |
FY2021 |
| $ 93,322 121,433 79,993 25,829 3,869 |
||
| $ 324,446 | ||
| December31,2021 | ||
| $ 198,016 | ||
| $ 21,587 - 236 209 |
||
| $ 22,032 | ||
| $ 396 - |
||
| $ 396 |
The variation of the contract assets and liabilities is the result of the difference in the time point when the Group fulfills the obligations and the customer makes the payment.
- Breakdown of revenue from customer contracts
FY2022
| FY2022 | FY2022 | ||||
|---|---|---|---|---|---|
| Contract revenue type | Reportable segments | Total | |||
| Energy Business Group |
Electrical Engi- neering Business Group |
Construction Business Group |
Others | ||
| $ 39,525 - 119,012 453 |
$ 25,179 72,165 - 6,272 |
$ 18,913 - - - |
$ - - - 1 |
$ 83,617 72,165 119,012 6,726 |
|
Construction revenue Sales revenue Electricity retailing revenue Others Total Point in time for reve- nue recognition: At a certain point in time To be satisfied over time Total |
|||||
| $ 158,990 | $ 103,616 | $ 18,913 | $ 1 | $ 281,520 | |
| $ 119,465 39,525 |
$ 78,437 25,179 |
$ - 18,913 |
$ 1 - |
$ 197,903 83,617 |
|
| $ 158,990 | $ 103,616 | $ 18,913 | $ 1 | $ 281,520 |
FY2021
162
| Contract revenue type | Reportable segments | Reportable segments | Total | ||
|---|---|---|---|---|---|
| Energy Business Group |
Electrical Engi- neering Business Group |
Construction Business Group |
Others | ||
| $ 22,612 - 79,993 25,829 675 |
$ 70,710 121,433 - - 1,614 |
$ - - - - - |
$ - - - - 1,580 |
$ 93,322 121,433 79,993 25,829 3,869 |
|
Construction revenue Sales revenue Electricity retailing revenue Service revenue Others Total Point in time for reve- nue recognition: At a certain point in time To be satisfied over time Total |
|||||
| $ 129,109 | $ 193,757 | $ - | $ 1,580 | $ 324,446 | |
| $ 106,497 22,612 |
$ 123,047 70,710 |
$ - - |
$ 1,580 - |
$ 231,124 93,322 |
|
| $ 129,109 | $ 193,757 | $ - | $ 1,580 | $ 324,446 |
(XXI)Non-operating Income and Expenses
- Interest income
| 1. Interest income | ||
|---|---|---|
| Bank deposits 2. Other revenue Dividend income Other revenue Total 3. Other profits and losses Gain (loss) on financial assets at fair value through profit or loss Profit from lease changes Loss from disposal of prop- erty, plant, and equipment Disposal of investment inter- ests Financial assets impairment loss Others Net amount 4. Financial cost Interest on bank loans Interest on lease liabilities Less: Amount of interest capi- talized Net amount Rate of capitalized interest |
FY2022 $ 1,237 FY2022 $ 622 1,598 $ 2,220 FY2022 $ (8,040) 12 (307) 250 - (2,770) $ (10,855) FY2022 $ 14,826 2,906 (6,655) $ 11,077 1.86%~2.2% |
FY2021 |
| $ 524 | ||
| FY2021 | ||
| $ 587 11,862 |
||
| $ 12,449 | ||
| FY2021 | ||
| $ 7,832 90 (346) - (189) (319) |
||
| $ 7,068 | ||
| FY2021 | ||
| $ 9,109 2,429 (1,330) |
||
| $ 10,208 | ||
| 1.23%~1.84% |
163
(XXII)A Summary of the Depreciation and Amortization Expense Function Is Presented Below:
| FY2022 Property, plant and equipment $ 42,467 Right-of-use assets 9,364 Other intangible assets 2,295 Total $ 54,126 Summary of depreciation expense by function Operating costs $ 48,193 Operating expenses 3,638 Total $ 51,831 Summary of depreciation expense by function Operating expenses $ 2,295 (XXIII)Employee Benefit Expenses FY2022 Short-term employee benefits Salary $ 33,338 Labor Insurance and National Health Insurance 4,904 Defined contribution plan 1,568 Remuneration to directors 665 Others 2,257 Total $ 42,732 Summary by function Operating costs $ 20,829 Operating expenses 21,903 Total $ 42,732 |
FY2021 |
|---|---|
| $ 38,231 7,970 2,294 |
|
| $ 48,495 | |
| $ 42,845 3,356 |
|
| $ 46,201 | |
| $ 2,294 | |
| FY2021 | |
| $ 24,989 2,547 1,266 750 2,238 |
|
| $ 31,790 | |
| $ 13,598 18,192 |
|
| $ 31,790 |
(XXIV)Remuneration to Employees and Directors
In accordance with the Company's Articles of Incorporation, the Company contributes no less than 1% and no more than 1% of the pre-tax benefit to employees' and directors' remuneration, respectively, for the year before the distribution of employees' and directors' remuneration. The estimated remuneration to employees for FY2022 and FY2021 were as follows:
| Employee remuneration Remuneration to directors Cash Employee remuneration |
FY2022 1% 0% FY2022 $ 458 |
FY2021 |
|---|---|---|
| 1% 0% FY2021 |
||
| $ 1,146 |
If there is a change in the amount of the annual consolidated financial report after the date of its issuance, the change in accounting estimate is treated as an adjustment in the following year.
There was no difference between the actual amount of employees' remuneration and the amount recognized in the consolidated financial statements for FY2021.
164
For additional information on the remunerations to the employees and directors approved by the Board, visit the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
(XXV)Income Taxes
- The major components of income tax expense (benefit) recognized in profit or loss were as follows
loss were as follows |
|
|---|---|
| FY2022 Current income tax Generated in the current pe- riod $ 9,150 Additional taxes levied on undistributed earnings 209 Adjusted from the previous year 446 Basic tax amount - Deferred income tax Generated in the current pe- riod 20 Adjusted from the previous year - Income tax expense recognized in profit or loss $ 9,825 |
FY2021 |
| $ 2,429 276 - 376 (1,100) 1,948 |
|
| $ 3,929 |
- The reconciliation of accounting income and income tax expense (benefit) is as follows:
| Adjusted from the previous year - Income tax expense recognized in profit or loss $ 9,825 The reconciliation of accounting income and income tax follows: |
1,948 $ 3,929 expense (benefit) is as |
|---|---|
| FY2022 Income tax expense on net in- come before income tax at stat- utory tax rate $ 17,944 Tax-exempt income (124) Non-deductible expenses for tax purposes 1,767 Net domestic investments rec- ognized under the equity method (6,760) Basic tax amount - Additional taxes levied on un- distributed earnings 209 Unrecognized temporary dif- ferences 902 Unrecognized loss carryfor- ward - Unrecognized loss carryfor- wards offset against current pe- riod (4,580) Adjustment in the current year for the income tax expenses of the previous year 446 Others 21 Income tax expense recognized in profit or loss $ 9,825 |
FY2021 |
| $ 26,367 (1,683) 102 (2,721) 376 276 (4,395) (16,341) - 1,948 - |
|
| $ 3,929 |
165
3. Income tax assets and liabilities in the current period
December 31, 2022 December 31, 2021
| Income tax assets in current period Tax refund receivable Income tax liabilities in cur- rent period Income taxes payable |
$ 46 $ 1,306 $ 8,940 $ 3,070 |
|---|---|
4. The changes in deferred income tax assets and liabilities are as follows:
| Deferred income tax as- sets Loss of end-of-life as- sets Deferred income tax lia- bilities Investment income of subsidiaries Unrealized valuation benefits Deferred income tax as- sets Loss of end-of-life as- sets Deferred income tax lia- bilities Investment income of subsidiaries |
FY2022 | FY2022 | ||
|---|---|---|---|---|
| Balance at the beginning of pe- riod |
Recognized in gain (loss) |
Recognized in other compre- hensive income |
Balance at the end of period |
|
| $ 1,234 |
$ (92) | $ - |
$ 1,142 | |
$ 134 - |
$ (134) (62) |
$ - - |
$ - (62) |
|
| $ 134 | $ 196 | $ - | $ (62) | |
| Balance at the beginning of pe- riod |
Recognized in gain (loss) |
Recognized in other compre- hensiveincome |
Balance at the end of period |
|
| $ - |
$ 1,234 | $ - |
$ 1,234 | |
$ - |
$ 134 | $ - |
$ 134 |
- The amount of deferred income tax assets not recognized in the consolidated balance sheet:
ance sheet: |
|
|---|---|
| December 31, 2022 Loss deductions $ 152,174 Temporary differences that can be deducted 99,400 Total $ 251,574 |
December 31, 2021 |
| $ 195,208 255,157 |
|
| $ 450,365 |
166
- As of December 31, 2022, Information on individual unused tax losses and approved income tax returns within the Consolidated Company is summarized as follows:
follows: |
||
|---|---|---|
| Yearofoccurrence The Company FY2013 (authorized) FY2014 (authorized) FY2015 (authorized) FY2017 (authorized) Subsidiary - Le Hua FY2022 (estimate) Subsidiary - Le Yang FY2015 (authorized) FY2016 (authorized) FY2017 (authorized) FY2019 (authorized) FY2020 (authorized) FY2021 (declared) FY2022 (estimate) |
Deductible amount $ 24,709 14,378 86,597 24,752 $ 150,436 $ 148 $ 68 475 157 123 132 464 171 $ 1,590 |
Finaldeductionyear |
| 2023 2024 2025 2027 2032 2025 2026 2027 2029 2030 2031 2032 |
7. Status of approved income taxes
The income tax returns of the Company and its subsidiaries for FY 2020 have been examined and approved by the tax authorities.
(XXVI) Business Combinations
1. Acquisition of subsidiaries
| Main business | Main business | Sharehold- | Transfer con- | Transfer con- | Transfer con- | ||
|---|---|---|---|---|---|---|---|
| Acquired companies | scope | Date of acquisition | ing ratio | sideration | |||
| FY2022 | |||||||
| Wan Chuan Con- struction Co., Ltd. |
Comprehensive Construction Activ- ities |
November 28, 2022 |
52.5% | $ | 63,000 | ||
| FY2021 | |||||||
| Joy Ribbon Lim- |
International | Trade | October 21, 2021 | 51% |
$ | 1,422 | |
| ited | in Energy Products | ||||||
| Assets acquired and | liabilities assumed | at the date of acquisition | |||||
| November 28, 2022 | October | 21, | 2021 | ||||
| Current assets | |||||||
| Cash | $ | 78,603 | $ | 2,849 | |||
| Other current assets | 21,904 | 304 | |||||
| Non-current assets | |||||||
| Property, plant and equip- ment |
1,347 | - | |||||
| Other non-current assets | 22,632 | - | |||||
| Current liabilities | (7,088) | (364) | |||||
| Non-current liabilities | - | - | |||||
| Net assets acquired | $ | 117,398 | $ | 2,789 |
2. Assets acquired and liabilities assumed at the date of acquisition
167
- Net cash outflow from acquisition of subsidiaries
| Consideration paid Add: Cash acquired Net Cash Inflow |
November 28, 2022 $ (63,000) 78,603 $ 15,603 |
October 21, 2021 |
|---|---|---|
| $ (1,422) 2,849 |
||
| $ 1,427 |
- Effect of business combinations on operating results
The results of operations from the investee company from the date of acquisition are as follows:
are as follows: |
||
|---|---|---|
| Operating revenue Net profit Other comprehensive income |
Acquisition date to December 31, 2022 $ 18,913 $ 1,559 $ (194) |
Acquisition date to December 31, 2021 |
| $ 1,580 | ||
| $ 669 | ||
| $ (13) |
(XXVII) Capital Risk Management
The Consolidated Company is required to maintain sufficient capital to meet the concerns of going concern assumptions. Therefore, the Consolidated Company's capital is prudently managed to ensure that the necessary financial resources and operating plans are in place to support future needs for working capital, capital expenditures and debt servicing.
(XXVIII) Financial Instruments
- Fair value information - financial instruments not measured at fair value
The carrying amounts of the Consolidated Company's financial instruments not carried at fair value, such as cash, financial assets carried at amortized cost, accounts receivable, other receivables, refundable deposits, long-term and shortterm loans (including long-term loans due within one year), accounts payable, other payables and guarantee deposits received, are a reasonable approximation of fair value.
-
Fair value information - financial instruments measured at fair value on a recurring basis
-
(1) Fair value hierarchy
| Financial assets at fair value through profit or loss Domestic listed (Over-the-Counter) stocks Financial assets at fair value through other comprehensive income or loss-non-current Domestic TWSE (TPEx) unlisted stocks Financial assets at fair value through profit or loss Domestic listed (Over-the-Counter) stocks |
December 31, 2022 | December 31, 2022 | ||
|---|---|---|---|---|
| Level 1 | Level 2 | Level3 | Total | |
| $ 68,723 - |
$ - - |
$ - 25,278 |
$ 68,723 25,278 |
|
| $ 68,723 | $ - | $ 25,278 | $ 94,001 | |
| Level 1 | Level 2 | Level 3 | Total | |
| $ 19,490 | $ - | $ - | $ 19,490 |
168
-
(2) There were no transfers between Level 1 and Level 2 fair value measurements from January 1 to December 31 2022 and 2011.
-
(3) Reconciliation of financial instruments measured at fair value on a Level 3 basis
| basis | |||
|---|---|---|---|
| Balance at the beginning of period Recognized in other com- prehensive income Balance at the end of pe- riod |
Financial assets at fair value through other comprehensive income or loss-non-current |
||
December 31, 2022 $ 25,472 (194) $ 25,278 |
December 31, 2021 |
||
| $ - - |
|||
| $ - |
-
(4) For equity instruments without quoted prices in active markets for Level 3 fair value measurements, the Company measures the fair value of the investee by taking into account the quoted prices not available in active and inactive markets, the net financial statements of the investee for the same period obtained by the Company, the changes in the investee's plans, performance, investment objectives, management, etc., and the Company's expected return on investment through the distribution of earnings of the investee.
-
Types of financial instruments
vestee. Types of financial instruments |
||
|---|---|---|
| Financial assets Financial assets at fair value through profit or loss Financial assets carried at amortized cost (Note 1) Financial assets measured at fair value through other comprehensive income or loss Total Financial liabilities Measured at amortized cost (Note 2) Lease liabilities Total |
December 31, 2022 $ 68,723 986,184 25,278 $ 1,080,185 $ 1,130,646 129,606 $ 1,260,252 |
December 31, 2021 |
| $ 19,490 1,274,771 - |
||
| $ 1,294,261 | ||
| $ 764,354 127,658 |
||
| $ 892,012 |
-
Note 1: The balance includes cash, financial assets carried at amortized cost, notes receivable, accounts receivable, other receivables, long-term notes and accounts receivable and refundable deposits, and other financial assets carried at amortized cost.
-
Note 2: The balance consists of financial liabilities measured at amortized cost, including long-term loans (including long-term borrowings due within one year), notes payable, accounts payable, other payables and guarantee deposits.
169
4. Financial risk management objectives and policies
The Group’s main financial instruments includes accounts receivable, accounts payable, and borrowings. The Consolidated Company's finance department provides services to each business unit, coordinates access to domestic and international financial markets, and monitors and manages the financial risks associated with the Company's operations through internal risk reports that analyze risk exposures based on the level and breadth of risk. These risks include market risk (including interest rate risk and other price risks), credit risk and liquidity risk.
(1) Market risk
A. Interest rate risk
The carrying amounts of the Consolidated Company's financial assets and financial liabilities exposed to interest rate risk as of the balance sheet date were as follows:
were as follows: |
||
|---|---|---|
| Fair value interest rate risk Financial Assets Financial liabilities Cash flow rate risk Financial Assets Financial liabilities |
December 31, 2022 $ 210,114 370,246 448,891 746,384 |
December 31, 2021 |
| $ 167,449 277,367 638,691 379,820 |
Sensitivity analysis
The following sensitivity analysis is based on the interest rate risk of nonderivative instruments at the balance sheet date. For floating rate liabilities, the analysis assumes that the amount of the liability outstanding at the balance sheet date is outstanding for the period reported. The rate of change used in the Consolidated Company's internal reporting of interest rates to key management is a one-digit increase or decrease in interest rates, which also represents management's assessment of the range of reasonably possible changes in interest rates.
If interest rates were to increase or decrease by 0.25%, with all other variables held constant, the Consolidated Company's pre-tax income would increase/decrease by NT$1,345 thousand and NT$273 thousand for FY2022 and FY2021 respectively, due to the Company's exposure to interest rate risk on cash flows from variable rate deposits and borrowings.
B. Other price risk
The Consolidated Company has equity price risk due to its investment in domestic listed securities. The management of the Consolidated Company manages the risk by holding different risky investment portfolios.
Sensitivity analysis
The following sensitivity analysis was performed based on the equity price risk at the balance sheet date.
If equity prices increased/decreased by 1%, net income before income tax would have increased/decreased by NT$687 thousand and NT$195 from January 1 to December 31 2022 and 2021 respectively, due to the increase/decrease in the fair value of financial assets at fair value through profit or loss.
The increase in sensitivity of the Consolidated Company to equity investments
170
was mainly due to the increase in equity investments.
(2)Credit risk
Credit risk refers to the risk of financial loss resulting from the counter-party's default on contractual obligations. Up to the balance sheet date, the Group’s potential highest credit risk exposure due to failure of the counterparty to fulfill its obligations was mainly derived from the unlikelihood of collecting the receivables from the customer.
As of December 31, 2022 and 2021, the percentages of accounts receivable from the top ten customers to the Consolidated Company's accounts receivable were 70.10% and 99.97%, respectively, and the credit concentration risk of the remaining accounts receivable was relatively insignificant.
(3)Liquidity risk
- A. Liquidity and interest rate risk of non-derivative financial liabilities
The analysis of the remaining contractual maturities of non-derivative financial liabilities is based on the undiscounted cash flows (including principal and estimated interest) of the financial liabilities based on the earliest possible date on which the Consolidated Company could be required to make repayment. Accordingly, the Consolidated Company's bank loans that are repayable on demand are listed in the table below at the earliest possible date, without regard to the probability that the banks will enforce rights immediately; the maturity analysis of other non-derivative financial liabilities is prepared based on the contractual repayment dates.
The undiscounted interest amount of interest cash flows paid at floating interest rates is derived from the borrowing rate at the balance sheet date.
December 31, 2022
| Non-derivative finan- | Less than 6 months |
6 months to 1 year |
1 to 2 years | More than 2 years |
Total |
|---|---|---|---|---|---|
| $ 136,772 273,780 5,837 |
$ - 31,687 5,616 |
$ - 62,328 11,331 |
$ 946 661,106 131,190 |
$ 137,718 1,028,901 153,974 |
|
| cial liabilities Non-interest-bear- ing liabilities Floating rate in- struments Lease liabilities Total More Lease liabilities Non-derivative finan- |
|||||
| $ 416,389 | $ 37,303 | $ 73,659 | $ 793,242 | $1,320,593 | |
| information on the analysis Less than 1 year 1 to 5 years $ 11,453 $ 43,615 |
16 to 20 years | ||||
| $ 11,453 | $ 43,615 | $ 43,484 | $ 37,919 | $ 17,503 | |
| Less than 6 months |
6 months to 1 year |
1 to 2 years | More than 2 years |
Total | |
| $ 234,708 26,289 5,275 |
$ - 280,685 4,588 |
$ - 41,476 9,256 |
$ 117 213,083 135,290 |
$ 234,825 561,533 154,409 |
|
| cial liabilities Non-interest-bear- ing liabilities Floating rate in- struments Lease liabilities Total |
|||||
| $ 266,272 | $ 285,273 | $ 50,732 | $ 348,490 | $ 950,767 |
171
More information on the analysis of lease liabilities due:
| Less than 1 year 1 to 5 years 6 to 10 years Lease liabilities $ 9,863 $ 38,706 $ 43,484 B. Financing amount December 31, 2022 Unsecured bank loan credit line - Amount utilized $ 110,640 - Unutilized amount 138,620 Total $ 249,260 Guaranteed Bank credit line -Amount utilized $ 876,384 -Unutilized amount 176,031 Total $ 1,052,415 |
Less than 1 year |
1 to 5 years | 1 to 5 years | 6 to 10 years | 11 to 15 years | 11 to 15 years | 16 to 20 years |
|---|---|---|---|---|---|---|---|
| $ 9,863 | $ | 38,706 | $ 43,484 | $ | 39,171 | $ 23,185 | |
| December 31, 2022 | |||||||
$ 110,640 138,620 |
$ 36,500 - |
||||||
| $ 249,260 | $ 36,500 | ||||||
| $ 876,384 176,031 |
$ 667,710 2,092,234 |
||||||
| $ 1,052,415 | $ 2,759,944 |
(XXIX) Disposal of Subsidiaries
On April 22, 2022, the Board of Directors resolved to dispose of Joy Ribbon Limited, of which the Company owned a 51% equity interest. On May 10, 2022, the Company entered into a share transaction agreement and lost control of Joy Ribbon Limited.
- Consideration received
ered into a share transaction agreementandlost control of onsideration received |
Joy Ribbon Limited. |
|---|---|
| Cash and cash equivalents Receivable from disposal of investments Total consideration received |
Amount |
| $ 1,500 - |
|
| $ 1,500 |
- Analysis of assets and liabilities subject to loss of control as at the date of loss of control
control |
|
|---|---|
| Current assets Cash and cash equivalents Net assets disposed of 3. Interests from the disposal of subsidiaries Consideration received Net assets disposed of Non-controlling equity Cumulative translation difference between equity reclas- sification and profit or loss of a subsidiary's net assets due to loss of control over the subsidiary Interests from the disposal 4. Net cash outflow from disposal of subsidiaries Consideration received Less: Balance of cash and cash equivalents from disposal Net cash outflow |
Amount |
| $ 2,646 | |
| $ 2,646 | |
| Amount | |
| $ 1,500 (2,646) 1,296 100 |
|
| $ 250 | |
| Amount | |
| $ 1,500 (2,646) |
|
| $ (1,146) |
As of December 31, 2022, the Group had received NT$1,500 thousand for the disposal of the equity interest in Joy Ribbon Limited.
172
VII. Related Party Transactions
All transactions, account balances, revenues and expenses between the Company and its subsidiaries (related parties of the Company) are eliminated upon consolidation and are therefore not disclosed in this note. Transactions between the Group and other related parties are described as follows:
(1)Names of related parties and their relationships
| Name of relatedparty Ching Tien Energy and System Co., Ltd. (hereinafter referred to as "Ching Tien En- ergy") Chao Hsing Energy Co., Ltd. (hereinafter referred to as "Chao Hsing Energy") Sel Tech Co., Ltd. (hereinafter referred to as "SEL Tech") Solargo Tech Co., Ltd. (hereinafter referred to as "Solargo") Quintain Steel Co., Ltd. (hereinafter referred to as "Quintain") Chateau Rich Hotel Co., Ltd. (hereinafter referred to as "Chateau Rich") Castle Applied Inc. (hereinafter referred to as "Castle Ap- plied") Gala Castle Co., Ltd. (hereinafter referred to as "Gala Castle") Jing Hao Landscape Design Company Limited (hereinafter referred to as "Jing Hao Land- scape Design") Mei Chi Interior Design and Engineering Co., Ltd. (hereinafter referred to as "Mei Chi Inte- rior Design") |
Relationshipwith the Company |
|---|---|
| Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party |
(II)Operating revenue
Co., Ltd. (hereinafter referred to as "Mei Chi Inte- rior Design") perating revenue |
|
|---|---|
| FY2022 Ching Tien Energy and System Co., Ltd. $ 28,679 Solargo Tech Co., Ltd. - Other related party 8,240 Total $ 36,919 |
FY2021 |
| $ 16,669 127,040 9,160 |
|
| $ 152,869 |
173
- Ching Tien Energy and System Co., Ltd. and Chao Hsing Energy Co., Ltd. subcontract photovoltaic equipment projects including installation services. These projects are subcontracted to Sel Tech Co., Ltd. The financial statements of the Company present the construction revenue after deducting the cost of the outsourcing. Prices and payment terms are based on individual agreements between the parties for each project.
between the parties |
for each project. |
||
|---|---|---|---|
| FY2022 Ching Tien En- ergy Other related party Total FY2021 Ching Tien En- ergy Other related party Total |
Construction and engineering reve- nue |
Construction and engineering cost |
Net amount |
| $ 156,143 37,534 |
$ 127,464 29,294 |
$ 28,679 8,240 |
|
| $ 193,677 | $ 156,758 | $ 36,919 | |
| $ 83,919 41,070 |
$ 67,250 31,910 |
$ 16,669 9,160 |
|
| $ 124,989 | $ 99,160 | $ 25,829 |
- Solargo Tech Co., Ltd. generates operating income from equipment and installation of booster stations, and the prices and terms of payment are based on individual agreements between the both transactional parties for each project.
(III)Purchases
| (III)Purchases | |
|---|---|
| FY2022 Sel Tech Co., Ltd. $ 157,799 Other related party 1,661 Total $ 159,460 (IV)Contract Assets December 31, 2022 Ching Tien Energy $ 24,914 Other related party 3,104 Total $ 28,018 (V) Accounts Receivables From Related Parties December 31, 2022 Accounts receivable Ching Tien Energy $ - Chao Hsing Energy Co., Ltd. - Solargo Tech Co., Ltd. - Other related party 5,060 Total $ 5,060 Other receivables Sel Tech Co., Ltd. $ 17,917 |
FY2021 |
| $ 99,160 - |
|
| $ 99,160 | |
| December 31, 2021 | |
| $ 5,540 1,953 |
|
| $ 7,493 | |
| December 31, 2021 | |
| $ 82,298 41,073 49,063 - |
|
| $ 172,434 | |
| $ 12,699 |
174
(VI)Accounts Payable to Related Parties
| Notes payable Other related party Accounts payable Sel Tech Co., Ltd. Other related party Total Other payables Sel Tech Co., Ltd. Other related party Total repayment for Equipment Sel Tech Co., Ltd. |
December 31, 2022 $ 104 $ 19,554 827 $ 20,381 $ 19,393 38 $ 19,431 December 31, 2022 $ 686,494 |
December 31, 2021 |
|---|---|---|
| $ - | ||
| $ 103,852 - |
||
| $ 103,852 | ||
| $ 95,274 - |
||
| $ 95,274 | ||
| December 31, 2021 | ||
| $ 412,430 |
(VII)Prepayment for Equipment
The total purchase price of NT$2,392,207 thousand and NT$2,404,393 respectively as of December 31, 2022 and 2021 was for the purchase of solar power equipment and installation, which will be paid according to the progress of the project. Prices and payment terms are based on individual agreements between the parties for each project.
The amount transferred to property, plant and equipment for the period was NT$85,751 thousand.
(VIII) Lease Agreements
NT$85,751 thousand. Lease Agreements |
||
|---|---|---|
| Right-of-use assets Other related party Lease liabilities - current Other related party Lease liabilities - non-current Other related party Interest expense Other related party |
December 31, 2022 $ 6,192 $ 603 $ 3,884 $ 76 |
December 31, 2021 |
| $ 6,192 | ||
| $ 594 | ||
| $ 4,487 | ||
| $ 85 |
The Company leases office space from a related party, and the terms of the transaction are monthly lease payments.
(IX)Remuneration for senior management
| Short-term employee benefits Postemployment benefits Total |
FY2022 $ 9,142 189 $ 9,331 |
FY2021 |
|---|---|---|
| $ 4,009 191 |
||
| $ 4,200 |
The remuneration of directors and other key managerial officers is determined by the Remuneration Committee based on individual performance and market trends.
175
VIII. Assets Pledged as Collateral
The following assets have been provided as collateral for performance bonds and financing facilities:
ing facilities: |
||
|---|---|---|
| Financial assets measured at amortized cost - non-current (reserve account) Financial assets measured at amortized cost - non-current (pledged time de- posits) Property, plant and equipment Total |
December 31, 2022 $ 23,105 80,711 612,207 $ 716,023 |
December 31, 2021 |
| $ 35,894 85,530 534,100 |
||
| $ 655,524 |
- IX. Significant Contingent Liabilities and Unrecognized Contractual Commitments
In addition to those described in other notes, the Consolidated Company's material commitments and contingencies as of the balance sheet date are as follows:
- (I) The details of the Consolidated Company's guaranteed notes payable and bank guarantee letters are as follows:
ntee letters are as follows: |
||
|---|---|---|
| Performance guarantee Guarantee notes for construction projects Total |
December31,2022 $ 87,009 19,915 $ 106,924 |
December31,2021 |
| $ 143,840 19,915 |
||
| $ 163,755 |
-
(II) The Consolidated Company and Aircom Pacific Inc. jointly developed an in-flight connection system for use in the passenger cabin of an aircraft for a total contract price of NT$28,750 thousand (US$909,000), of which NT$23,918 thousand (US$762,000) had been paid as of December 31, 2021. The Company has no plan to continue the operation of the business, and no manpower is currently committed to the venture; therefore, a total impairment loss of NT$23,918 thousand was recorded in 2015 for the prepaid equipment.
-
(III) As for the wind power projects contracted by the Group for Taiwan Power Company in its Taichung Power Plant and Taichung Port area. Many factors that were beyond the control of the Group, such as delayed provision of land, frequent change of the wind turbine sites, and changes in design and construction methods on the side of Taipower as well as the bankruptcy of a subcontractor, the Dutch wind generator supplier, typhoons and severe weather, occurred after the commencement of the works and resulted in a significant increase of the required construction period for the project. For this, the Group asked for extension of the construction period according to the contract and, thus, run into contractual disputes with Taipower. The Chinese Construction Industry Arbitration Association made the arbitral award (Gong-Zhong-Xie-(Jing)-Zi No. 019, 2008) on January 19, 2010 with the text described below:
-
Taipower shall extend the construction period for each wind turbine (#1, #2, #3 and #4 turbines) of Taichung Power Plant by 290 calendar days.
-
Taipower shall extend the work period of 563 calendar days for each wind turbine (#1-#4) of the first group of wind turbines in the Taichung Harbor Area; 756 calendar days for each wind turbine (#5-#8) of the second group; 773 calendar days for each wind turbine (#9-#12) of the third group; 663 calendar days for each wind turbine (#13-#18) of the fourth group.
-
Taipower shall calculate the completion date of the sub-projects of Taichung Power Plant and Taichung Harbor Area by adding 120 calendar days to the last date of completion of the commercial transfer of each site (#3 wind turbine of
176
Taichung Power Plant; #11 wind turbine of Taichung Port Area) as the last completion date of the site.
- Taipower shall pay the Consolidated Company NT$13,740 thousand and interest at 5% per annum from September 28, 2007 to the date of settlement.
Taipower filed an action against the arbitral award and requested for its revocation. For this, Taiwan Taipei District Court made a decision to dismiss the action (ZhongSu-Zi No. 11, 2010) and Taipower filed an appeal against the decision. On May 31, 2011, the high court delivered its decision (Chong-Shang-Zi No. 501, 2010) to reserve the dismissal of Taipower’s action and the determination on the litigation expenses as declared in the original judgment. As for the text of the arbitral award (Gong-Zhong-Xie-(Jing)-Zi No. 019, 2008) made by the Chinese Construction Industry Arbitration Association, the decision of the high court found that Point (3) exceeded the scope of the arbitration agreement and should be revoked, and the appeal should be dismissed with regard to Points (1), (2) and (4). The two parties had negotiated on the settlement amount, but no consensus could be reached. As a result, Taipower has still not paid the Consolidated Company the amount due.
The Consolidated Company filed a lawsuit with the Taipei District Court on September 5, 2013, requesting Taipower to pay the Company NT$401,631 thousand and on August 25, 2016, the Taipei District Court ruled (2013 Jian-Zi No. 274) that Taipower should pay the Company NT$309,690 thousand, plus interest at 5% per annum from April 14, 2012 to the date of full settlement. Taipower appealed against the judgment and filed an appeal. On May 29, 2020, the Taiwan High Court ruled in (2016 Jian-Shang-Zi No.74) that Taipower should pay the Consolidated Company NT$301,955 thousand, including NT$250,070 thousand from April 14, 2012, and the remaining NT$51,885 thousand with interest at 5% per annum from the day after the judgment was finalized until the date of settlement. Based on the above judgement, the Company filed an appeal with the Supreme Court in which Taipower was required to pay the Company NT$16,045 thousand and interest at 5% per annum from April 14, 2012 to the date of settlement. Taipower subsequently filed an appeal to the Supreme Court on June 29, 2020.
In addition, in February 2015, the Consolidated Company obtained an execution decree from the Taipei District Court of Taiwan in accordance with the above-mentioned arbitration judgment on Item 4 seeking NT$13,740 thousand in outstanding payments due. Taipower filed a debtor's dispute lawsuit seeking a stay of execution. On December 9, 2016, the Taipei District Court ruled against Taipower (2015 Zhong-Shu-Zi No.195). Taipower has filed an appeal, which is currently pending before the Taiwan High Court, and the verdict has not yet been determined.
(IV) The Group placed an order of 54 blades to Umoe (a Dutch company) on June 22, 2005 and authorized it to deal with their transport. Umoe (a Dutch company) authorized another company for this transport matter. A batch of the blades was affected by severe weather during the transport and 15 blades were damaged as a result. Umoe (a Dutch company) found that the procurement agreement was entered into based on the FOB conditions and, thus, asked the Group to reimburse the freight paid on behalf of the Group. On August 16, 2010, the Group received a notice from Taiwan Banqiao District Court about the suit at Oslo District Court, Norway. The JuridiskByra law firm in Norway was authorized for the suit. Oslo District Court made a decision against the Group on April 11, 2011 and required that the Group should pay a compensation of EUR 222 thousand (ca. NT$7,359 thousand) and a sum of legal expenses of NOK 404 thousand (ca. NT$1,258 thousand) with delay interest. As there is no mutual recognition of judicial decisions based on treaties or agreements between Taiwan and Norway, the Company has not received any notice from the court to enforce the above compensation as of December 31, 2022.
177
-
(V) As of December 31, 2022 and 2021, the Consolidated Company had entered into contracts for solar power generation equipment, and the total amount due, less the amount paid, was NT$1,885,091 thousand and NT$2,001,151, respectively.
-
X. Catastrophic Losses: None.
-
XI. Significant Post-Term Events: None.
-
XII. Other Matters: None.
XIII. Notes for Disclosures
-
(I) Information on Material Transactions:
-
Loan of funds to others: None.
-
Endorsement and guarantees for others: see Schedule 1.
-
Marketable securities held at the end of the period (excluding investments in subsidiaries, affiliates and joint ventures): see Schedule 2.
-
Cumulative purchases or sales of marketable securities amounting to at least NT$300 million or 20% of the paid-in capital: None.
-
Acquisition of real estate amounting to at least NT$300 million or 20% of the paid-in capital: None.
-
Disposal of real estate amounting to at least NT$300 million or 20% of the paidin capital: None.
-
Purchase from or sale to related parties amounting to at least NT$100 million or 20% of the paid-in capital: see Schedule 3.
-
Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: None.
-
Derivative transactions: None.
-
Other: Business relationships and material transactions between parents and subsidiaries: see Schedule 5.
-
(II) Information on investment in other businesses: see Schedule 4.
-
(III) Information on investment in Mainland China: None.
-
(IV) Information on major shareholders: Name, amount and percentage of shares held by shareholders with a 5% or more ownership: see Schedule 5.
XIV Department Information
The Company and its subsidiaries assess the performance of the operating segments based on the profit or loss of each operating segment. Information on segment assets and liabilities of the Consolidated Company is not provided to key management for reference or decision making purposes, therefore, disclosure of segment assets and liabilities is not required.
Energy Business Group - Installation of wind power and solar power projects.
Electrical Engineering Group - Design, manufacture, installation and sale of power distribution panels.
178
(I) Segment Revenue and Operating Results
The revenue and operating results of the Consolidated Company's continuing business units are analyzed by reportable segments as follows:
| Segment operating revenue Segment operating profit or loss Interest income Other revenue Other profits and losses Share of profit or loss of subsidiaries recog- nized under the equity method Loss from expected credit impairment Financial cost Pre-tax net profit in current period Segment operating revenue Segment operating profit or loss Interest income Other revenue Other profits and losses Share of profit or loss of subsidiaries recog- nized under the equity method Loss from expected credit impairment Financial cost Pre-tax net profit in current period |
January 1 to December 31, 2022 | January 1 to December 31, 2022 | January 1 to December 31, 2022 | ||
|---|---|---|---|---|---|
| Energy Busi- ness Group |
Electrical Engi- neering Busi- ness Group |
Construction Business Group |
Others | Total | |
| $ 158,990 | $ 103,616 | $ 18,913 | $ 1 | $ 281,520 | |
| $ 92,454 | $ 11,882 | $ 2,853 | $ (32,197) | $ 74,992 1,237 2,220 (10,855) 1 (259) (11,077) |
|
| $ 56,259 | |||||
| Energy Busi- ness Group |
Electrical Engi- neering Busi- ness Group |
Construction Business Group |
Others | Total | |
| $ 129,109 | $ 193,757 | $ - | $ 1,580 | $ 324,446 | |
| $ 47,099 | $ 87,118 | $ - | $ (27,783) | $ 106,434 524 12,449 7,513 - - (10,208) |
|
| $ 116,712 |
(II) Revenue from major products: Please refer to Note 6(20).
(III) Geographical information: The Consolidated Company has no operating income from foreign countries.
179
(IV) Key Customer Information
The Consolidated Company's revenues from a single customer amounting to 10% or more of the Consolidated Company's total revenues are as follows:
| Customer A Customer B Customer C Total |
FY2022 | FY2022 | FY2021 | FY2021 |
|---|---|---|---|---|
| Amount | % | Amount | % | |
| $ 188,955 28,680 - |
67 10 - |
$ 136,557 16,669 127,040 |
42 5 39 |
|
| $ 217,635 | 77 | $ 280,266 | 86 |
180
Schedule 1
Luxe Green Energy Technology Co., Ltd. and its subsidiaries (Originally: Luxe Electric Co., Ltd)
Endorsement and guarantees for others:
January 1 to December 31, 2022
| Unit: NT$‘000 | Unit: NT$‘000 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number (Note 1) |
Company name of the guarantor |
Target of endorsement and guarantee |
Endorsement and guarantee limit for a single com- pany (Note 3) |
Maximum endorse- ment and guarantee balance for the pe- riod |
Ending balance of en- dorsement and guar- antee |
Actual amount | Endorsement and guarantee amount se- cured by assets |
Ratio of cumula- tive guarantee amount to net worth of the most recent financial statements (%) |
Maximum amount of en- dorsement and guarantee (Note 3) |
Endorse- ment and guarantee from parent to subsidi- ary (Note 4) |
Endorse- ment and guarantee from sub- sidiary to parent com- pany (Note 4) |
Endorse- ment and guarantee for Main- land China (Note 4) |
|
| Company name |
Rela- tionship (Note 2) |
||||||||||||
| 0 | The Company | Sen-Hsin En- ergy Co., Ltd. |
2 | $ 830,010 | $ 450,000 | $ 450,000 | $ 337,324 | $ - | 27.11 | $ 1,660,020 | Y | N | N |
| 0 | The Company | Chin Lai Inter- national De- velopment Co., Ltd. |
2 | $ 830,010 | $ 450,000 | $ 450,000 | $ 116,408 | $ - | 27.11 | $ 1,660,020 | Y | N | N |
Note 1: The description of the number column is as follows:
(1) The issuer is entered as 0.
(2) The investee companies are numbered in order by company, starting from the Arabic numeral 1.
Note 2: There are two types of relationships between the guarantor and the target of the endorsement, which can be indicated as follows:
(1) Companies with business relationship.
(2) Subsidiaries where the guarantor directly holds more than 50% of the common stock.
Note 3: In accordance with the Company's operating procedures, the total amount of endorsement and guarantee shall not exceed 100% of the Company's latest net financial statements. The individual limits of the Company's external endorsement or guarantee shall not exceed 50% of the Company's net worth, and the same applies to the individual limits of the Company's endorsement and guarantee for subsidiaries directly or indirectly holding 100% of the voting shares.
Note 4: Endorsement and guarantee by a listed parent company to its subsidiary, the endorsement and guarantee by the subsidiary to the listed parent company, and the endorsement and guarantees in Mainland China are required to fill in line item Y.
181
Schedule 2
Luxe Green Energy Technology Co., Ltd. and its subsidiaries
(Originally: Luxe Electric Co., Ltd)
Breakdown of marketable securities held at the end of the period
December 31, 2022
| Unit: NT$‘000 | Unit: NT$‘000 | Unit: NT$‘000 | Unit: NT$‘000 | Unit: NT$‘000 | ||||
|---|---|---|---|---|---|---|---|---|
| Company | Type and Name of Marketa- ble Securities |
Relationship between the issuer of the securi- ties and the Company |
Accounting Item | End of period | Re- marks |
|||
| Shares | Total carry- ing amount |
Shareholding ratio (%) |
Fair Value |
|||||
| The Company | Shares - Chateau International Development Co., Ltd. |
Other related party |
Financial assets measured at fair value through profit or loss-current |
1,657,000 | 53,752 | 1.48 | 53,752 | |
| Le Hua Investment Co., Ltd. |
Stock - Concord International Securities Co., Ltd. Shares - Chateau International Development Co., Ltd. |
None Other related party |
Financial assets measured at fair value through profit or loss - current Financial assets measured at fair value through profit or loss-current |
1,098,880 51,000 |
11,264 1,703 |
- - |
11,264 1,703 |
|
| Luxe Solar Energy | Shares - Chateau International Development Co., Ltd. |
Other related party |
Financial assets measured at fair value through profit or loss-current |
60,000 | 2,004 | - | 2,004 | |
| Wan Chuan Con- struction Co., Ltd. |
Castle Applied Inc. | Other related party | Financial assets at fair value through other profit or loss - current |
2,830,000 | 25,278 | 9.43 | 25,278 |
Note 1: Marketable securities referred to in this table are stocks, bonds, beneficiary certificates and marketable securities derived from the above items that fall within the scope of IAS 9, "Financial Instruments".
182
Schedule 3
Luxe Green Energy Technology Co., Ltd. and its subsidiaries
(Originally: Luxe Electric Co., Ltd)
- The amount of purchase or sale of goods with related parties reaches at least NT$100 million or 20% of the paid in capital.
January 1 to December 31, 2022
| Unit: NT$‘000 unless otherwise specified Notes and accounts receivable (payable) Notes (Note 2) Balance Percentage of Total Notes and Accounts Re- ceivable (Paya- ble) (Note4) $ (19,554) (20%) - |
Unit: NT$‘000 unless otherwise specified Notes and accounts receivable (payable) Notes (Note 2) Balance Percentage of Total Notes and Accounts Re- ceivable (Paya- ble) (Note4) $ (19,554) (20%) - |
Unit: NT$‘000 unless otherwise specified Notes and accounts receivable (payable) Notes (Note 2) Balance Percentage of Total Notes and Accounts Re- ceivable (Paya- ble) (Note4) $ (19,554) (20%) - |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company that pur- chases (sells) goods |
Counterparty | Relationship | Transactions | Transactions and reasons for dif- ferences from ordinary transac- tions (Note 1) |
Notes and accounts receivable (payable) |
Notes (Note 2) |
|||||
| Purchases (sales) |
Amount | Percentage of Purchases (Sales) (Note 4) |
Credit Period | Unit Price | Credit period | Balance | Percentage of Total Notes and Accounts Re- ceivable (Paya- ble) (Note4) |
||||
| The Company | Sel Tech Co., Ltd. | Other related party |
Purchases | $ 157,799 | 42% | 90~120 days | By mutual agreement |
By mutual agreement |
$ (19,554) | (20%) | - |
Note 1: If the terms and conditions of the related party's transaction are different from the normal terms and conditions, the difference and the reasons for the difference should be stated in the unit price and credit period columns.
Note 2: If there is any payment received (paid) in advance, the reason, contract terms, amount and the difference from the general transaction type should be stated in the Remarks column. Note 3: Paid-in capital represents the parent company's paid-in capital. If the issuer's stock has no par value or the par value per share is not NT$10, the transaction amount of 20% of the paid-in capital is calculated based on 10% of the equity attributable to the owners of the parent company on the balance sheet.
Note 4: The ratio is calculated based on the total amount before consolidation elimination.
183
Schedule 4
Luxe Green Energy Technology Co., Ltd. and its subsidiaries
(Originally: Luxe Electric Co., Ltd)
Information about the investee company, its location, ......, etc.
January 1 to December 31, 2022
Unit: NT$ ’000/thousand shares
| Name of the in- vestment company |
Name of investee company |
Location | Main business scope | Investment amount | Investment amount | Held at the end of the period | Held at the end of the period | Held at the end of the period | Profit (loss) of the investee for the period |
Gain (loss) on investment rec- ognized in the period |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|
| End of period | End of last year | Shares | Ratio (%) |
Par value | |||||||
| The Company | Le Hua Investment Co., Ltd. Luxe Solar Energy Co., Ltd. Sen-Hsin Energy Co., Ltd. Chin Lai Interna- tional Development Co., Ltd. Kai Shih Energy Co., Ltd. Joy Ribbon Limited Wan Chuan Con- struction Co., Ltd. |
Taiwan Taiwan Taiwan Taiwan Taiwan Seychelles Taiwan |
Reinvestment busi- ness Energy Technical Services Energy Technical Services Energy Technical Services Energy Technical Services International Trade in Energy Products Comprehensive Con- struction Activities |
$ 20,000 4,826 660,000 202,320 2,550 - 63,000 |
$ 40,000 14,826 430,000 202,320 2,550 1,422 - |
2,000 500 66,900 18,000 255 - 6,300 |
100 100 100 100 51 - 52.5 |
$ 13,803 3,537 692,680 222,149 3,250 - 64,364 |
$ (8,200) (26) 24,830 16,310 1,535 (1,650) 2,969 |
$ (8,200) (26) 24,830 14,149 783 (842) 1,559 |
(Note 1) (Note 2) |
184
Schedule 4-1
Luxe Green Energy Technology Co., Ltd. and its subsidiaries
(Originally: Luxe Electric Co., Ltd)
Information about the investee company, its location, ......, etc.
January 1 to December 31, 2022
Unit: NT$ ’000/thousand shares
| Name of the in- vestment com- pany |
Name of investee company |
Location | Main business scope |
Investment amount | Investment amount | Held at the end ofthe period | Held at the end ofthe period | Held at the end ofthe period | Income (loss) of the investee for the period |
Gain (loss) on investment recognized in the period |
Notes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| End of period | End of last year | Shares |
Ratio (%) |
Par value | |||||||
| Chin Lai Inter- national Devel- opment Co., Ltd. |
Qun Li Energy Co., Ltd. |
Taiwan | Energy Technical Services |
32,899 |
32,899 | 2,900 | 100 | 30,466 | 707 | 707 | |
| Wan Chuan Construction Co., Ltd. |
Park Ave Cowork- ing Space Co., Ltd. |
Taiwan |
Indoor Decoration | 2,250 | 2,250 | 225 | 22.5 | 1,415 | 6 | 1 |
Note 1: The investment gain or loss recognized in the current period includes a gain of NT$16,310 thousand less amortization of operating rights of NT$2,161 thousand. Note 2: On May 10, 2022, the Company’s equity interest in Joy Ribbon Limited was disposed of.
185
Schedule 5
Luxe Green Energy Technology Co., Ltd. and its subsidiaries
(Originally: Luxe Electric Co., Ltd)
Business relationships and material transactions between parent and subsidiary
January 1 to December 31, 2022
Unit: NT$ ‘000
| Unit: NT$‘000 | |||||||
|---|---|---|---|---|---|---|---|
| Number (Note 1) |
Name of the transactional party |
Counterparty | Relationship with the trans- actional party (Note 2) |
Transactions | |||
| Accounting item | Amount (Note 3) | Transactional terms and conditions |
Percentage of consoli- dated total revenue or totalassets (%) |
||||
| 1 | Kai Shih Energy Co., Ltd. | The Company | 2 | Sales revenue Accounts receivable |
$ 432 26 |
(Note 3) (Note 3) |
- - |
| 1 | Kai Shih Energy Co., Ltd. | Sen-Hsin Energy Co., Ltd. | 3 | Sales revenue Accounts receivable |
1,390 89 |
(Note 3) (Note 3) |
- - |
| 1 | Kai Shih Energy Co., Ltd. | Chin Lai International Development Co., Ltd. |
3 | Sales revenue Accounts receivable |
2,340 139 |
(Note 3) (Note 3) |
1 - |
| 1 | Kai Shih Energy Co., Ltd. | Qun Li Energy Co., Ltd. | 3 | Sales revenue Accounts receivable |
218 13 |
(Note 3) (Note 3) |
- - |
Note 1: The description of the numbering column is as follows:
- (1) The issuer is entered as 0.
(2) The investee companies are numbered in order by company, starting from the Arabic numeral 1.
Note 2: There are three types of relationship with the transactional party, and the types are indicated as follows:
-
Parent company to subsidiary.
-
Subsidiary to parent company.
-
Subsidiary to subsidiary company.
Note 3: Eliminated in the preparation of the consolidated financial statements.
186
Schedule 6
Luxe Green Energy Technology Co., Ltd. and its subsidiaries
(Originally: Luxe Electric Co., Ltd)
Name of Major Shareholders
December 31, 2022
| Name of major shareholders | Shareholdings | Shareholdings |
|---|---|---|
| Shares held | Shareholding ratio (%) |
|
| Quintain Steel Co., Ltd. | 14,603,953 | 10.03 |
| Concord International Securities Co., Ltd. | 14,323,009 | 9.84 |
| Hsia Ti Investment Co., Ltd. | 10,395,959 | 7.14 |
| Pao Li Tou Investment Co., Ltd. | 8,301,575 | 5.70 |
| Asahi Enterprises Corp. | 8,169,450 | 5.61 |
-
Note 1: The information on major shareholders in this table is based on the last business day of the quarter in which the shareholders hold 5% or more of the Company's common and preferred shares in dematerialized format. The number of shares recorded in the consolidated financial statements and the actual number of shares in dematerialized format may differ depending on the basis of calculation.
-
Note 2: The above information is disclosed by the trustee's opening of a trust account with individual subaccounts of the trustee if the shareholders have entrusted their shares to the trust. As for the shareholder's shareholding of more than 10% of the shares of insiders reported under the Securities and Exchange Act, the shareholding includes the shareholding of the shareholder plus the shareholding of the shareholder who entrusted shares held to the trust and has the right to decide the use of the trust property.
187
Seven.Review and Analysis of Financial Status and Financial Performance and Risks
I. Financial status
-
(I)Financial status comparison and analysis table
-
The main reasons for any material variations in the Company's assets, liabilities, or equity in the most recent two years, and the effect thereof
| Unit: NTDthousand | Unit: NTDthousand | |||
|---|---|---|---|---|
| Year Item |
FY2022 | FY2021 | Deviation | |
| Amount | % | |||
| Current assets | 1,016,402 | 987,251 | 29,151 | 3 |
| Non-current assets | 1,982,726 | 1,559,795 | 422,931 | 27 |
| Totalassets | 2,999,128 | 2,547,046 | 452,082 | 18 |
| Currentliabilities | 455,473 | 439,301 | 16,712 | 4 |
| Non-currentliabilities | 823,422 | 461,064 | 362,358 | 78 |
| Total liabilities | 1,278,895 | 900,365 | 378,538 | 42 |
| Capitalstock | 1,454,858 | 1,359,680 | 95,178 | 7 |
| Capital reserve | 133,054 | 133,054 | 0 | NA |
| Retained earnings | 72,302 | 149,593 | (77,291) | -52 |
| Totalequity | 1,720,233 | 1,646,681 | 73,552 | 4 |
| Total liabilities and equity | 2,999,128 | 2,547,046 | 452,082 | 18 |
| The reasons for the variation over 20% are described below: 1. Non-current assets: Mainly due to the transfer of project funds for the construction of a subsidiary's solar farm in 2022 and the transfer of real estate plant and equipment after completion acceptance, resulting in a significant increase compared to 2021. 2. Total non-current liabilities and liabilities: Mainly due to the bank's reclassification of long-term loans after the completion and acceptance of the subsidiary's solar farm construction in 2022, resulting in a significant increase compared to 2021. 3.Retained earnings:Decrease due to the allotment of 2021stockholders'dividendsin 2022. |
-
Non-current assets: Mainly due to the transfer of project funds for the construction of a subsidiary's solar farm in 2022 and the transfer of real estate plant and equipment after completion acceptance, resulting in a significant increase compared to 2021.
-
Where the effect is of significance, describe the measures to be taken: There was no significant negative effect. So, this is not applicable.
188
II. Operational results
-
Operational results comparison and analysis table
-
The main reasons for any material variation in the Company's operating revenue, operating net profit, and net profit before tax in the most recent two years
| Unit: NTDthousand | Unit: NTDthousand | Unit: NTDthousand | Unit: NTDthousand | |
|---|---|---|---|---|
| Item | FY2022 | FY2021 | Variation in amount |
Ratio of variation % |
| Amount | Amount | |||
| Net operatingrevenue | 281,520 | 324,446 | -42,926 | -13 |
| Operating costs | 161,798 | 175,257 | -13,459 | -8 |
| Operating gross profit | 119,722 | 149,189 | -29,467 | -20 |
| Operating expenses | 44,730 | 42,310 | 2,420 | 6 |
| Other net income and ex- penses |
0 | 0 | 0 | NA |
| Operatingincome | 74,992 | 106,879 | -31,887 | -29 |
| Non-operating revenue and expenses |
(18,733) | 9,833 | NA | NA |
| Net profit before tax | 56,259 | 116,712 | -60,453 | -50 |
| Income taxprofit (expense) | (9,825) | (3,929) | NA | NA |
| Totalcomprehensiveincome | 46,090 | 112,757 | -66,667 | -59 |
| The reasons for the variation over 20% are described below: 1. Operating gross profit: The decrease in gross profit is mainly due to the decrease in revenue in 2022 compared to 2021. 2. Operating income: The same as the operating gross profit. 3. Net income before income tax and total comprehensive income: the same as the operating gross profit. |
- Possible impact of the expected sales volume and its basis on the future finance and business of the Company and countermeasures
In recent years, our company's business development has mainly focused on core businesses related to electric motors and power, while our subsidiaries have continued to develop solar photovoltaic technology. In addition to investing in the construction of solar electric fields, we have also contracted solar engineering projects. However, the number of projects is not significantly related to the amount of business due to the varying power generation capacity.
189
III. Cash flow
- Analysis and description of variations in cash flow in the most recent year (2022)
| III. Cash flow 1. Analysis and description of variations in cash flow in the most recent year (2022) |
III. Cash flow 1. Analysis and description of variations in cash flow in the most recent year (2022) |
III. Cash flow 1. Analysis and description of variations in cash flow in the most recent year (2022) |
III. Cash flow 1. Analysis and description of variations in cash flow in the most recent year (2022) |
III. Cash flow 1. Analysis and description of variations in cash flow in the most recent year (2022) |
|---|---|---|---|---|
| Unit: NTD thousand | ||||
| Year Item |
FY2022 |
FY2021 | Increase (decrease) | |
| Amount | Ratio (%) | |||
| Operating activities | (73,015) | 239,073 | -312,088 | |
| Investingactivities | (540,498) | (328,402) | NA | |
| Financing activities | 424,410 | 568,448 | -144,038 | NA |
| Analysis ofchangesincash flow: | ||||
| 1. Operating activities: Net cash inflow from operating activities decreased significantly in 2022 compared to 2021 due to the decrease in net income, increase in accounts receivable from related parties and increase in accounts payable, but the accounts receivable from related parties were recovered in 2023. 2. Investing activities: A result of the increase of the amount invested in the self-construction of the solar power plant in 2022. 3. Financing activities: Mainly due to the increase in long-term loans in 2022. |
- Improvement plan for insufficient liquidity
In recent years, the cash flow of the Company was net inflow. Thus, there was no capital turnover issue. In addition, if the operating capital is insufficient, the Company shall ask for bank financing. As a result, there is no liquidity risk caused by failure in fundraising for fulfilling contractual obligations.
- Cash liquidity analysis for the next fiscal year (2023):
| 3. Cash liquidity analysis for the next fiscal year (2023): | 3. Cash liquidity analysis for the next fiscal year (2023): | 3. Cash liquidity analysis for the next fiscal year (2023): | 3. Cash liquidity analysis for the next fiscal year (2023): | ||
|---|---|---|---|---|---|
| Unit: NTD thousand | |||||
| Cash balance at the begin- ning of the year(1) |
Expected annual net cash flow from op- erating activities (2) |
Expected annual cash inflow (out- flow) (3) |
Expected cash sur- plus (deficit) amount(1)+(2)+ (3) |
Remedies for expected cash deficits | |
| Investment plan | Financial manage- ment plan |
||||
| 450,322 | 400,000 | (460,000) | 390,322 | - | - |
| Luxe Green Energy Financial Basis Description: 1. Analysis of variations in cash flow for the next fiscal year: A. Operating activities: Mainly due to the expected revenue growth that will bring NT$400,000 thousand of net cash inflow from operating activities. B. Investing and financing activities: A cash outflow of NT$200,000 thousand in total from the self-construction of the solar power plant and a repayment of NT$170,000 thousand to the bank are expected. C. To sum up, the annual cash surplus will be NT$390,322 thousand. 2. Remedies for expected cash deficits and liquidity analysis: Not applicable. |
IV. The impact of the major capital expenditures in the most recent year on finance and business: None.
V. Reinvestment policy in the most recent year, main reasons for its profit/loss, improvement plan, and the investment plan for the next fiscalyear
In the most recent year, the Company took into consideration the industries related to our main business and the improvement of the operating performance for our reinvestment policies. The existing reinvestment business had no significant profit or loss amount. The Company also adjusted related operating policies and their performance was improved as a result.
| Reinvestment policy in the most recent year, main reasons for its profit/loss, improve- ment plan, and the investment plan for the next fiscalyear In the most recent year, the Company took into consideration the industries related to our main business nd the improvement of the operating performance for our reinvestment policies. The existing reinvestment usiness had no significant profit or loss amount. The Company also adjusted related operating policies and their erformance was improved as a result. |
Reinvestment policy in the most recent year, main reasons for its profit/loss, improve- ment plan, and the investment plan for the next fiscalyear In the most recent year, the Company took into consideration the industries related to our main business nd the improvement of the operating performance for our reinvestment policies. The existing reinvestment usiness had no significant profit or loss amount. The Company also adjusted related operating policies and their erformance was improved as a result. |
Reinvestment policy in the most recent year, main reasons for its profit/loss, improve- ment plan, and the investment plan for the next fiscalyear In the most recent year, the Company took into consideration the industries related to our main business nd the improvement of the operating performance for our reinvestment policies. The existing reinvestment usiness had no significant profit or loss amount. The Company also adjusted related operating policies and their erformance was improved as a result. |
|---|---|---|
| Unit: NTD thousand | ||
| Investee | Business item | Profit (loss) for the cur- rent period (2022) |
| LeHuaInvestment Co.,Ltd. | Reinvestment business | (8,200) |
| Luxe Solar Energy Co., Ltd. | Solar power generation and relevant equipment in- stallation |
(26) |
| Sen-Hsin Energy Co., Ltd. | Solar power engineering and self-construction business |
24,830 |
| Chin Lai International Develop- ment Co.,Ltd. |
Solar power generation. | 16,310 |
| Qun Li Energy Co.,Ltd. | Solarpowergeneration. | 707 |
| Kai Shih EnergyCo.,Ltd. | Solarpowergeneration and maintenance. | 1,535 |
190
Joy Ribbon Ltd. Trading (1,650)
Note: The profit (loss) of Chin Lai International Development Co., Ltd. for the current period includes the recognition of the investment in the subsidiary, Qun Li Energy Co., Ltd., in profit (loss).
VI. Risk and assessment
-
(I) The effect of the fluctuation in interest and exchange rates and the inflation on the profit and loss of the Company in the most recent year, and the countermeasures in the future
-
The profit and loss from interest and exchange in the most recent year are listed below
in the most recent year, and the countermeasures in the future 1. The profit and loss from interest and exchange in the most recent year are listed below |
in the most recent year, and the countermeasures in the future 1. The profit and loss from interest and exchange in the most recent year are listed below |
in the most recent year, and the countermeasures in the future 1. The profit and loss from interest and exchange in the most recent year are listed below |
|---|---|---|
| Unit: NT$‘000 | ||
| Year Item |
FY2022 | FY2021 |
| Netinterestincome (expense) | (9,840) | (9,684) |
| Net exchange profit (loss) | 26 | (26) |
| Operatingrevenue | 281,520 | 324,446 |
| Profit or loss before tax | 56,259 | 116,712 |
| Ratio of net interest income/expense to operating revenue (%) |
-3.49 | -2.98 |
| Ratio of net interest income/expense to profit/loss before tax(%) |
-17.49 | -8.30 |
| Ratio of net exchange profit/loss to operating reve- nue (%) |
0.00 | 0.00 |
| Ratio of net exchange profit/loss to profit/loss be- fore tax(%) |
0.00 | 0.00 |
-
Measures taken by the Company in response to exchange rate fluctuation
-
(1) The Company adopted the principle of pricing in multiple currencies when discussing about prices with importers to control the cost and reduce the risk.
-
(2) We kept close communication with foreign exchange departments of financial institutions, observed the fluctuation of the exchange rate in a real-time manner, and took appropriate measures promptly.
-
-
In terms of the inflation, the importing costs of material needed for manufacturing rose as the oil price surged and the price of the natural resources stayed high. The Company would reflect the costs and find other sources of materials as a response approach to reduce the impact on the profit/loss if possible.
-
(II) Policies on engaging in high risk and high leverage investments, loaning funds to others, endorsement and guarantee as well as derivative transactions in the most recent year, main reasons for profit and loss, and countermeasures in the future
The Company did not make any high-risk and high-leverage investment. We loaned funds to others and made endorsement and guarantee in accordance with the policies established in the Company’s “Procedure for Acquisition or Disposal of Assets,” “Procedures for Loaning Funds to Others, Endorsements and Guarantees,” and “Procedures for Derivative Transactions.”
-
(III) Future R&D plan and expected funds for R&D: The fund is expected to be NT$3,000 thousand.
-
(IV) Impact of the variations in important domestic/foreign policies and laws on the finance and business of the Company and countermeasures: None.
-
(V) Impacts of the variations in technology and industry on the finance and business of the Company and countermeasures: None.
-
(VI) Impacts on crisis management and response measures in the event of variations in the corporate image: None.
-
(VII) Expected benefits and possible risks associated with mergers and acquisitions and countermeasures: None.
-
(VIII)Expected benefits and possible risks with regard to any plant expansion and countermeasures: None.
-
(IX) Risks associated with any concentration of purchases or sales and countermeasures
-
I. Purchases
The characteristics of the industry to which the Company belongs is different from other manufacturing industries. We choose suppliers and purchase components from them according to the projects we contract and use different upstream materials in each project. Particular components and parts are specified in some contracts and the rest is provided by the suppliers that have collaborated with us for a long time. The Company has joyous collaboration with the suppliers.
- II. Sales
191
The buyers of our products are mainly customers related to electricity or electrical engineering, such as solar power generation companies and Taiwan Power Company. In the most recent 3 years, the Company has worked with Chailease Finance Co., Ltd. and solar companies to construct solar power systems for them. In recent years, the government’s strong promotion of policies has stimulated investment of relevant domestic and foreign companies and investors in the solar power industry. In line with the long-term national economic development, Taiwan Power Company has established long-term construction plans and executed procurement accordingly. Thus, the Company has maintained a stable development for a long time in terms of the operation status.
Moreover, the Company has been actively dedicated to solar photovoltaics and complied to the trend in the industry as well as national policy development. We have offered eco-friendly energy to increase the sources of our business revenue.
-
(X) Impacts and risks from large transfers of shares held by the Company’s directors, supervisors, and large shareholders holding more than 10% of the shares and countermeasures: None.
-
(XI) Impacts and risks from variations in the Company’s management rights and countermeasures: None.
-
(XII) For litigation or non-litigation events, please indicate the Company and directors, supervisors, presidents, substantial responsible person, large shareholder holding more than 10% of the shares and affiliated companies that are involved in a significant litigation, non-litigation or administrative dispute event with affirmative judgment or pending in court proceedings; where the result may have substantial impact on the shareholder’s equity or stock price, the merits of the dispute, claim amount, start date of the litigation, primary litigation parties, and the handling status up to the publication date of this annual report shall be disclosed:
The Company had a dispute over accounts with Taiwan Power Company. The case was filed and is currently pending in the court proceedings. Please refer to the notes in the financial statements for other cases.
- (XIII)Other major risks and countermeasures: None.
VII. Other important matters: None.
192
Eight.Special Notes
I. Information on affiliated companies
(I) Organizational chart of affiliated companies
| I. Information on affiliated companies (I) Organizational chart of affiliated companies |
I. Information on affiliated companies (I) Organizational chart of affiliated companies |
|||||
|---|---|---|---|---|---|---|
| March 31, 2023; Unit: NTD thousand; shares | ||||||
| Name of affiliated company | Relationship with the Company |
Shares held by the Company and shareholding ratio |
Actual amount of investment |
Shares of the Com- pany held and shareholdingratio |
||
| Shares | Ratio | Shares | Ratio | |||
| Le Hua Investment Co.,Ltd. | Subsidiary | 2,000,000 | 100% | 20,000 | - | - |
| Luxe Solar EnergyCo.,Ltd. | Subsidiary | 500,000 | 100% | 4,826 | - | - |
| Sen-Hsin EnergyCo.,Ltd. | Subsidiary | 66,900,000 | 100% | 660,000 | - | - |
| Chin Lai International Development Co.,Ltd. | Subsidiary | 18,000,000 | 100% | 202,320 | - | - |
| Qun Li EnergyCo.,Ltd. | Sub-subsidiary | 2,900,000 | 100% | 32,899 | - | - |
| Kai Shih EnergyCo.,Ltd. | Subsidiary | 255 | 51% | 2,550 | - | - |
| Wan Chuan Construction Co.,Ltd. | Subsidiary | 6,300 | 52.5% | 63,000 | - | - |
Luxe Green Energy Technology Co.,Ltd.
| Le Hua Invest- ment Co., Ltd. |
Sen-Hsin En- ergy Co., Ltd. |
Chin Lai Interna- tional Development |
Kai Shih Energy Co., Ltd. |
Wan Chuan Construc- tion Co.,Ltd. |
Luxe Solar Energy | |||||||||||
| Qun Li Energy Co., | ||||||||||||||||
| Ltd. |
(II) Basic information on affiliated companies
| Unit: NT$‘000 | Unit: NT$‘000 | Unit: NT$‘000 | ||
|---|---|---|---|---|
| Name of company | Establishment date |
Address | Paid-in capital | Primary business or production item |
| Le Hua Investment Co., Ltd. | January 15, 1999 |
7F.-1, No. 114, Chenggong Rd., North Dist.,TainanCity |
20,000 |
Investment |
| Luxe Solar Energy Co., Ltd. | July 21, 2005 | Same as the above. | 5,000 | Self-usage power generation equip- ment utilizingrenewable energy |
| Sen-Hsin Energy Co., Ltd. | July 25, 2006 | Same as the above. | 669,000 | Self-usage power generation equip- ment utilizingrenewable energy |
| Chin Lai International Develop- ment Co.,Ltd. |
January 2, 2004 | Same as the above. | 180,000 | Self-usage power generation equip- ment utilizingrenewable energy |
| Qun Li Energy Co., Ltd. | January 8, 2003 | Same as the above. | 29,000 | Self-usage power generation equip- ment utilizingrenewable energy |
| Kai Shih Energy Co., Ltd. | 110.10.01 | Same as the above. | 5,000 | Self-usage power generation equip- ment utilizingrenewable energy |
| Wan Chuan Construction Co., Ltd. |
104.10.16 | Same as the above. | 120,000 | Comprehensive Construction Activ- ities |
(III) Information on the directors, supervisors, and presidents of the affiliated companies
| Name of company | Title | Name or representative | Shares held | Shares held |
|---|---|---|---|---|
| Shares | Shareholding ra- tio |
|||
| Le Hua Investment Co., Ltd. | Chairman | Luxe Green Energy Technology Co., Ltd. Representative: Chieh-JenChen |
2,000,000 | 100% |
| Director | Luxe Green Energy Technology Co., Ltd. Representative: Pin-Chun Chen |
2,000,000 | 100% |
|
| Director | Luxe Green Energy Technology Co., Ltd. Representative: Shih-Chang Chien |
2,000,000 | 100% |
|
| Supervisor | Luxe Green Energy Technology Co., Ltd. Representative: Chun-HsiangTeng |
2,000,000 | 100% |
193
| Luxe Solar Energy Co., Ltd. | Chairman | Luxe Green Energy Technology Co., Ltd. Representative: Chieh-JenChen |
500,000 | 100% |
|---|---|---|---|---|
| Director | Luxe Green Energy Technology Co., Ltd. Representative:Lung-Fa Chen |
500,000 | 100% |
|
| Director | Luxe Green Energy Technology Co., Ltd. Representative: Chun-HsiangTeng |
500,000 | 100% |
|
| Supervisor | Luxe Green Energy Technology Co., Ltd. Representative:Pin-ChunChen |
500,000 | 100% |
|
| Sen-Hsin Energy Co., Ltd. | Chairman | Luxe Green Energy Technology Co., Ltd. Representative: Lung-Fa Chen |
25,900,000 | 100% |
| Director | Luxe Green Energy Technology Co., Ltd. Representative:Te-Cheng Wang |
25,900,000 | 100% |
|
| Director | Luxe Green Energy Technology Co., Ltd. Representative:Pin-ChunChen |
25,900,000 | 100% |
|
| Supervisor | Luxe Green Energy Technology Co., Ltd. Representative: Chieh-Jen Chen |
25,900,000 | 100% |
|
| Chin Lai International Development Co., Ltd. |
Chairman | Luxe Green Energy Technology Co., Ltd. Representative: Chieh-JenChen |
18,000,000 | 100% |
| Director | Luxe Green Energy Technology Co., Ltd. Representative: Pin-Chun Chen |
18,000,000 | 100% |
|
| Director | Luxe Green Energy Technology Co., Ltd. Representative: Chun-HsiangTeng |
18,000,000 | 100% |
|
| Supervisor | Luxe Green Energy Technology Co., Ltd. Representative:Lung-Fa Chen |
18,000,000 | 100% |
|
| Qun Li Energy Co., Ltd. | Chairman | Luxe Green Energy Technology Co., Ltd. Representative: Chieh-Jen Chen |
2,900,000 | 100% |
| Director | Luxe Green Energy Technology Co., Ltd. Representative:Pin-ChunChen |
2,900,000 | 100% |
|
| Director | Luxe Green Energy Technology Co., Ltd. Representative: Chun-HsiangTeng |
2,900,000 | 100% |
|
| Supervisor | Luxe Green Energy Technology Co., Ltd. Representative:Lung-Fa Chen |
2,900,000 | 100% |
|
| Kai Shih Energy Co., Ltd. | Chairman | Luxe Green Energy Technology Co., Ltd. Representative: Chieh-JenChen |
255 | 51% |
| Director | Luxe Green Energy Technology Co., Ltd. Representative: Chiung-Fen Li |
255 | 51% |
|
| Director | Kai-WenCheng | 245 | 49% | |
| Supervisor | Pin-ChunChen | 0 | 0 | |
| Wan Chuan Construction Co., Ltd. | Chairman | Representative of Meiqi Interior Decoration Engineering Co., Ltd:Yu-Han Chang |
1,350,000 | 11.25% |
| Director | GALACASTLECO.,LTD. | 900,000 | 7.5% | |
| Director | JING HAO LANDSCAPE DE- SIGN COMPANY LIMITED |
1,350,000 | 11.25% |
|
| Director | Luxe Green Energy Technology Co., Ltd. Representative: Chieh-JenChen |
6,300,000 | 52.5% |
|
| Director | Luxe Green Energy Technology Co., Ltd. Representative: Pin-Chun Chen |
6,300,000 | 52.5% |
|
| Supervisor | SPREADING INTERNATIONAL LOGISTICS CORPORATION |
900,000 | 7.5% |
194
(IV) Operation overview of affiliated companies
| (IV) Operation overview of affiliated companies | (IV) Operation overview of affiliated companies | (IV) Operation overview of affiliated companies | (IV) Operation overview of affiliated companies | (IV) Operation overview of affiliated companies | (IV) Operation overview of affiliated companies | (IV) Operation overview of affiliated companies | (IV) Operation overview of affiliated companies | (IV) Operation overview of affiliated companies |
|---|---|---|---|---|---|---|---|---|
| December 31, 2022Unit: NTD thousand | ||||||||
| Name of company | Capital | Total assets | Total liabili- ties |
Net worth | Operating revenue |
Operating income |
Income in current pe- riod (after tax) |
Earnings per share (NTD) (after tax) |
| Le Hua Investment Co., Ltd. |
20,000 |
13,882 | 80 | 13,802 | 1 | -148 | -8,200 | -4.1 |
| Luxe Solar Energy Co.,Ltd. |
5,000 | 3,699 | 162 | 3,537 | 0 | -182 | -27 | -0.05 |
| Sen-Hsin Energy Co., Ltd. |
669,000 | 1,357,408 | 664,729 | 692,679 | 62,585 | 36,212 | 24,830 | 0.37 |
| Chin Lai Interna- tional Develop- ment Co., Ltd. |
180,000 | 312,093 | 114,912 | 197,181 | 48,835 | 22,571 | 16,311 | 0.90 |
| Qun Li Energy Co.,Ltd. |
29,000 | 35,155 | 4,689 | 30,466 | 4,401 | 1,043 | 708 | 0.31 |
| Kai Shih Energy Co., Ltd. |
5,000 | 7,034 | 661 | 6,373 | 4,380 | 1,869 | 1,535 | 0.37 |
| Wan Chuan Con- struction Co., Ltd. |
120,000 | 191,428 | 71,238 | 120,190 | 94,183 | 3,943 | 2,969 | 0.025 |
-
II. Any private placement of securities in the most recent year and up to the publication date of this annual report: None.
-
III. Any holding and disposal of the Company’s shares by subsidiaries in the most recent year and up to the publication date of this annual report: None.
-
IV. Other required supplementary information: None.
-
V. Any of the matters stated in Article 36, Paragraph 2, Subparagraph 2 of the Securities and Exchange Act which may have significant impact on the shareholders’ equity or the price of the securities in the most recent year and up to the publication date of this annual report:
-
(I) Records or written statements made by any director or supervisor who expressed dissent to important resolutions adopted by the Board of Directors in the most recent year up to the publication date of this annual report: None.
-
(II) Major resolutions of the shareholders’ meetings and the Board of Directors in the most recent year up to the publication date of this annual report:
195
Major resolutions of the shareholders’ meetings and the Board of Directors: (summary; please refer to the information announced on MOPS for details)
| I. | Shareholders’meetings: |
|---|---|
| 111.06.21 |
1. Ratification of the Company’s earnings distribution for 2021. 2. Ratification of the 2021 Business Report and financial statements of the Company. 3. Remuneration Committee appointment. |
| II. | Board of Directors: |
|---|---|
| July 1, 2022 | 1. Election of new chairman and vice chairman of the Board of Directors. 2. Changing the use of funds of the follow-on offering in 2021. 3. Amendment to the Articles of Incorporation. 4. Application to the subsidiary, Sen-Hsin Energy Co., Ltd., for loans to meet the demands of the business. |
| August 8, 2022 |
1. The company's greenhouse gas inventory and verification schedule planning. 2. Change of general manager. 3. Change of the company's English name. 4.Company name change of old stock for new stock. 5. 2022 ex-dividend basis and related matters. |
| November 7, 2022 |
1. Appointment of the Company's audit director. 2. Amendment to the Company's Articles of Incorporation. 3. Endorsement guarantee for the solar energy construction of the subsidiary Sen-Hsin Energy Co., Ltd. 4. Bank financing loan. 5.2023 auditing plan. |
196
(III) Implementation status of the internal control system
Luxe Green Energy Technology Co.,Ltd.
Statement on the Internal Control System
Date: February 21, 2023
Based on the result of the self-assessment with respect to the internal control system of the Company in 2022, we hereby declare the following:
-
I. The Company acknowledges that the Board of Directors and managerial managers are responsible for the establishment, implementation and maintenance of the internal control system, and we have established a system as such. The purpose is to provide reasonable assurance for achievement of the objectives concerning the effectiveness and efficiency of the operations (including profit, performance and protection of asset security), reliability, timeliness, transparency, and regulatory compliance of reporting, and compliance with applicable laws, regulations, and bylaws.
-
II. Any internal control system has its inherent limitations. No matter how well an internal control system is designed, it can only provide reasonable assurance regarding the achievement of the three aforementioned objectives. Moreover, the effectiveness of an internal control system may be altered as a result of changes in the environment and circumstances. However, our internal control system has a self-monitoring mechanism, and we take corrective actions immediately once a nonconformity is identified.
-
III. The Company judges the effectiveness of the design and operation of the internal control system with reference to the judgment items for such effectiveness as specified in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as the “Regulations”). The internal control systems are divided into the following five constituent elements according to the management and control process in terms of the judgment items for the internal control system provided for in the “Regulations”:1. control environment; 2. risk assessment; 3. Control activities; 4. information and communications; and 5. monitoring activities. Each constituent element contains a number of items. Please refer to the provisions of the above-mentioned “Regulations”.
-
IV. The Company has adopted the aforementioned judgment items to examine the effectiveness of the design and implementation of our internal control system.
-
V. Based on the result of the aforementioned assessment, the Company finds that, as of December 31, 2022, the design and implementation of our internal control system (including supervision and management of subsidiaries) have worked well regarding the effectiveness and efficiency of the operation,the reliability, timeliness and transparency of reporting,and compliance with relevant rules and applicable laws and regulations, providing reasonable assurance that the above objectives have been achieved.
-
VI. The Statement will be the main part of the annual report and prospectus of the Company and publicly disclosed. If there is any misrepresentation, nondisclosure or other illegalities in the aforementioned disclosures, legal responsibilities specified in Articles 20, 32, 171 and 174 of the Securities and Exchange Act shall apply.
-
VII. The Statement was approved at the Board of Directors meeting on February 21, 2023. There were 10 directors present, all of whom approved the contents of the Statement, and none of them expressed dissent. This information is declared as an addition.
Luxe Green Energy Technology Co.,Ltd.
Chairman: Chieh-Jen Chen
President:Lient-Sung Chen
197
Luxe Green Energy Technology Co.,Ltd.
Chairman
Chieh-Jen Chen