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LUXE — Audit Report / Information 2022
Nov 10, 2022
51852_rns_2022-11-10_774e92ef-181c-403b-a522-0bfb4af9dfa5.pdf
Audit Report / Information
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Stock Code: 1529
Luxe Green Energy Technology Co., Ltd. (formerly known as Luxe Electric Co., Ltd) Parent Company Only Financial Statements for
FY2022 and FY2021 and Independent Auditors’ Report
Address: 7F.-1, No. 114, Chenggong Rd., North Dist., Tainan City
Tel.: (06) 221-7189
1
Luxe Green Energy Technology Co., Ltd. and its subsidiaries (Originally: Luxe Electric Co., Ltd)
Parent Company Only Financial Statements Table of Contents
FY2022 and FY2021
| Item | Page |
|---|---|
| I. Cover |
1 |
| II. Table ofContents |
2 |
| III. Independent Auditors’ Report |
3~6 |
| IV. Parent CompanyOnlyBalance Sheet |
7~8 |
| V. Parent Company Only Statement of Comprehensive Income |
9 |
| VI. Parent Company Only Statement ofChangesin Equity |
10 |
| VII. Parent CompanyOnlyStatement of Cash Flow |
11~12 |
| VIII. (Please refer to the notes to the parent company only financial statements) |
13~46 |
| (I) CorporateHistory |
13 |
| (II) | 13 |
| (III) Application of Newly Issued and Revised Standards and Interpretations |
13 ~14 |
| (IV) Summaryof Significant AccountingPolicies | 14~22 |
| (V) Significant Accounting Judgments, Estimates and Key Sources of AssumptionUncertainty |
22 |
| (VI) Description of Significant AccountingItems | 22~40 |
| (VII) Related PartyTransactions | 40~43 |
| (VIII) Assets Pledged as Collateral | 43 |
| (IX) Significant Contingent Liabilities and Unrecognized Contractual Commitments |
43~45 |
| (X) CatastrophicLosses |
45 |
| (XI) Significant Post-Term Events | 45 |
| (XII) Others | 45 |
| (XIII) Notes for Disclosures | |
| 1. Information on Material Transactions | 45~46 |
| 2. Information on Intercorporate Investments | 46 |
| 3. Investments in Mainland China | 46 |
| 4. Name of MajorShareholders | 46 |
| (XIV) Department Information | 46 |
| IX. Schedule of Significant AccountingItems |
47~67 |
2
Auditor’s Report
NO.23861110A
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.
The major audit procedures we conducted for this key audit matter include:
3
-
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.
4
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.
5
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 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
6
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 parties 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 purchase 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)
7
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 parties 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-current liabilities 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-Jen President: Chen Lien-Tsung Chief Accounting Officer: Chien Shih-Chang
8
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 impairment 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 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 operations Income tax related to titles potentially being reclassified 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-Jen President: Chen Lien-Tsung Chief Accounting Officer: Chien Shih-Chang
9
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 capital |
Capital reserve | Retained earnings | Other equity items | Total equity |
|||
| Legal reserve | Special reserve | Undistributed earnings |
Exchange difference from conversion of financial statements of foreign operations |
Unrealized valuation loss on financial assets measured at fair value through other comprehensive income |
|||||
| 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 income 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 income 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-Jen President: Chen Lien-Tsung Chief Accounting Officer: Chien Shih-Chang
10
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 activities 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)
11
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-Jen President: Chen Lien-Tsung Chief Accounting Officer: Chien Shih-Chang
12
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 Transaction". |
Effective Date of IASB Pronouncements |
| 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).
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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 Effective Date of IASB Interpretations Pronouncements (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 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 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.
14
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.
15
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 cash-generating 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.
16
(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 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
17
- 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.
18
- 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.
- 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.
19
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.
2. 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.
20
(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
1. 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.
2. 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.
1. 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.
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 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.
21
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
| (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 | |
$ - |
22
(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.
| December 31,2022 Notes receivable Measured at post-amortized cost $ 1,310 Accounts payable (including to related parties) Measured at post-amortized cost Total carrying amount $ 28,791 Less: Allowance for losses (39) Total $ 28,752 Overdue receivables Due to business operations $ 10,552 Less: Allowance for losses (10,552) Total $ - |
December 31,2021 |
|---|---|
| $ 7,256 | |
| $ 185,602 (39) |
|
related 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
23
recognizes the amount recovered in profit or loss.
- 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 amortization |
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 amortization |
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 impairment 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.
24
- (VI) Prepayment
| Prepayment | ||
|---|---|---|
| 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
| nvestment 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 Development 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.
25
(VIII) Property, Plant, and Equipment
| Item | FY2022 | FY2022 | ||
|---|---|---|---|---|
| Balance at the beginning of period |
Acquired | Disposed | Balance at the end of period |
|
| Cost Land Buildings Machinery Equipment Office Equipment Power Generation Equipment Other Equipment Leasehold improvements Subtotal Accumulated Depreciation and Impairment Buildings Machinery Equipment Office Equipment Power Generation Equipment Other Equipment Leasehold improvements 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 beginning of period |
Acquired | Disposed | Balance at the end of period |
|
| Cost Land Buildings Machinery Equipment Office Equipment Power Generation Equipment Other Equipment Leasehold improvements Subtotal Accumulated Depreciation and Impairment Buildings Machinery Equipment Office Equipment Power Generation Equipment Other Equipment Leasehold improvements 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 |
26
- The Company depreciates each component item on a straight-line basis over its useful life as follows:
| useful 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 long-term and short-term loans. Please refer to Note 8 for details.
-
(IX) Lease Agreements
-
Right-of-use assets
| Right-of-use assets | ||
|---|---|---|
| Carrying amount of right-to-use assets Buildings Transport Equipment Total Newly acquired right-of-use assets Lease modification (lease cancellation) 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
| Leasing liabilities | |
|---|---|
| December 31,2022 Carrying amount of lease liabilities 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.
27
4. Other Lease Information
| 4. Other Lease Information | |
|---|---|
| FY2022 Short-term lease expenses $ -Low-value asset lease expenses $ 151 Variable lease expenses not included 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 Development 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 engineering 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
28
interest at a rate of 6% per annum until March 25, 2014. As of December 31, 2022 and 2021, NT$25,583 thousand (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 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, 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
| Short-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
| Long-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
| Notes 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 |
29
-
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
| 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.
- Capital reserve
| Capital reserve | |
|---|---|
| December 31, 2022 May be used to make up losses, to distribute cash or to increase capital Shares issued at premium $ 133,054 |
December 31, 2021 |
| $ 133,054 | |
| capital 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.
- Policy on retained earnings and dividends
30
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(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) Other equity items Balance on January 1, 2022 Exchange difference from conversion 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
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:
| hare 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 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.
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 | FY2022 $ 45,080 |
FY2021 |
|---|---|---|
| $ 112,220 |
31
| Weighted-average number of common shares for basic earnings per share calculation (in thousands) 145,486 Impact of common stock with potential 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 |
118,819 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 receivable Contract assets - current Construction of photovoltaic power station and booster station Sales of electrical equipment Electricity sales revenue Total Contract liabilities - current Construction of photovoltaic power station and booster station |
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.
32
2. Breakdown of revenue from customer contracts
| FY2022 | FY2022 | ||
|---|---|---|---|
| Contract revenue type Construction revenue Sales revenue Electricity sales revenue Others Total Point in time for revenue recognition: At a certain point in time To be satisfied over time Total |
Reportable segments | Total | |
| Energy Business Group |
Electrical Engineering 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 | |
| Contract revenue type Construction revenue Sales revenue Electricity sales revenue Service revenue Others Total Point in time for revenue recognition: At a certain point in time To be satisfied over time Total |
Reportable segments | Total | |
| Energy Business Group |
Electrical Engineering 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
- Interest income
| 1. Interest income | ||
|---|---|---|
| Bank deposits 2. Other revenue Rental revenue Offset against benefits from overdue payables Others Total |
FY2022 $ 840 FY2022 $ 504 -3,265 $ 3,769 |
FY2021 $ 357 |
| FY2021 | ||
| $ 292 9,185 - |
||
| $ 9,477 |
33
3. Other profits and losses
| 3. Other profits and losses | |||||
|---|---|---|---|---|---|
| FY2022 | FY2021 | ||||
| Profit from lease changes | $ | 12 |
$ | - |
|
| Gains (losses) from disposal of | (21) | 342 | |||
| property, plant and equipment | |||||
| Disposal of investment interests | 250 | - |
|||
| Others | (803) | 2,761 | |||
| Total | $ | (562) |
$ | 3,103 | |
| 4. Financial cost | |||||
| FY2022 | FY2021 | ||||
| Interest on bank loans | $ | 3,465 |
$ | 2,307 | |
| Interest on lease liabilities | 236 | 183 | |||
| Less: Amount of interest | (481) | (261) | |||
| capitalized | |||||
| Net amount | $ | 3,220 |
$ | 2,229 | |
| Rate of capitalized interest | 1.86% | 1.41% | |||
| (XX) | A Summary of the Depreciation | and | Amortization Expense | Function Is Presented | |
| Below: | |||||
| FY2022 | FY2021 | ||||
| Property, Plant and Equipment | $ | 7,509 |
$ | 6,001 | |
| Right-of-use assets | 2,699 | 2,591 | |||
| Total | $ | 10,208 |
$ | 8,592 | |
| Summary of depreciation expense | |||||
| function | |||||
| Operating costs | $ | 6,584 |
$ | 5,236 | |
| Operating expenses | 3,624 | 3,356 | |||
| Total | $ | 10,208 |
$ | 8,592 | |
| (XXI) | Employee Benefit Expenses | ||||
| FY2022 | FY2021 | ||||
| Salary | $ | 30,205 |
$ | 23,765 | |
| Labor and National Health | 3,215 | 2,538 | |||
| Insurance | |||||
| Defined contribution plan | 1,495 | 1,264 | |||
| Remuneration to directors | 665 | 750 | |||
| Others | 2,146 | 2,204 | |||
| Total | $ | 37,726 |
$ | 30,521 | |
| Summary by function | |||||
| Operating costs | $ | 18,082 |
$ | 13,598 | |
| Operating expenses | 19,644 | 16,923 | |||
| Total | $ | 37,726 |
$ | 30,521 |
-
(XX) A Summary of the Depreciation and Amortization Expense Function Is Presented Below:
-
(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.
-
34
-
C. 15% change in average employee salary cost adjustment.
-
(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
35
- The major components of income tax expense (benefit) recognized in profit or loss:
| loss: | ||
|---|---|---|
| Income tax for the current year Income tax generated in the current year Additional taxes levied on undistributed earnings Deferred income tax Income tax generated in the current year Adjusted from the previous year Income tax expense (benefit) recognized in profit or loss |
FY2022 $ -208 (134) -$ 74 |
FY2021 |
$ -276 134 744 |
||
| $ 1,154 |
- The reconciliation of accounting income and income tax expense (benefit) is as follows:
| The reconciliation of accounting income and income tax follows: |
expense (benefit) is as |
|---|---|
| FY2022 Income tax expense on net income before income tax at statutory tax rate $ 9,031 Non-deductible expenses for tax purposes 117 Net domestic investments recognized under the equity method (6,619) Additional taxes levied on undistributed earnings 208 Unrecognized temporary differences 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) included in profit or loss $ 74 Income taxes recognized in other comprehensive income FY2022 Deferred income tax Generated in the current period Exchange difference from conversion of financial statements of foreign operations $ (2) Income tax assets and liabilities in the current period December 31,2022 Income tax assets in current period 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
- Deferred income tax assets and liabilities
36
The changes in deferred income tax assets and liabilities are as follows:
| FY2022 | FY2022 | ||
|---|---|---|---|
| Balance at the beginning of period |
Recognized in gain (loss) |
Recognized in other comprehensiv e income |
Balance at the end of period |
| $ 134 |
$ (134) | $ - |
$ - |
| Balance at the beginning of period |
Recognized in gain (loss) |
Recognized in other comprehensiv e income |
Balance at the end of period |
$ - |
$ 134 | $ - |
$ 134 |
- Deferred income tax assets not recognized in parent company only balance sheets
| 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 |
|---|---|---|
8. 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
37
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.
-
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 profit or loss Domestic listed (Over-the-Counter) stocks |
December 31, 2022 | 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
| Types 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.
4. 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
38
| Fair value interest rate risk Financial Assets Financial liabilities Cash flow rate risk Financial Assets Financial liabilities |
December 31,2022 $ 155,643 199,004 $ 215,946 162,705 |
December 31,2021 |
|---|---|---|
| $ 72,854 158,367 $ 504,510 13,708 |
Sensitivity analysis
The following sensitivity analysis is based on the interest rate risk of non-derivative 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
39
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 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.
| December 31, 2022 Less than 6 months 6 months to 1 year 1 to 2 years More than 2 years Non-derivative financial liabilities Non-interest-bearin g liabilities $ 95,805 $ -$ -$ -Floating rate instruments 186,272 2,243 5,463 168,583 Lease liabilities 1,597 1,628 3,103 11,045 Total $ 283,674$ 3,871 $ 8,566 $ 179,628 More information on the analysis of lease liabilities due: Less than 1 year 1 to 5 years 6 to 10 years 11 to 15 years Lease liabilities $ 3,225 $ 10,701 $ 2,342 $ 947 |
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 | |
| 16 to 20 years | |||||
| $ 3,225 | $ 10,701 | $ 2,342 | $ 947 | $ 158 |
| December 31, 2021 Less than 6 months 6 months to 1 year 1 to 2 years More than 2 years Total Non-derivative financial liabilities Non-interest-bearin g liabilities $ 132,210 $ -$ -$ 117 $ 132,327 Floating rate instruments 1,887 151,699 1,371 12,819 167,776 Lease liabilities 1,035 600 1,028 6,917 9,580 Financial guarantee liabilities - -- 552,470 552,470 Total $ 135,132 $ 152,299 $ 2,399 $ 572,323 $ 862,153 More information on the analysis of lease liabilities due: Less than 1 year 1 to 5 years 6 to 10 years 11 to 15 years 16 to 20 years Lease liabilities $ 1,635 $ 4,498 $ 2,342$ 947 $ 158 B. Financing amount December 31, 2022 December 31, 2021 Unsecured bank loan limit -Amount utilized $ 52,840 $ 36,500 -Unutilized amount 137,160 -Total $ 190,000 $ 36,500 Guaranteed Bank credit line -Amount utilized $ 292,705 $ 127,208 -Unutilized amount 100,295 1,217,292 Total $ 393,000 $ 1,344,500 |
December 31, 2021 | December 31, 2021 | 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 | ||
| due: o 15 years |
16 to 20 years | ||||||
| $ 1,635 | $ | 4,498 | $ 2,342 | $ | 947 | $ 158 | |
$ 52,840 137,160 |
$ 36,500- |
||||||
| $ 190,000 | $ 36,500 | ||||||
| $ 292,705 100,295 |
$ 127,208 1,217,292 |
||||||
| $ 393,000 | $ 1,344,500 |
VII. Related Party Transactions
The transactions between the Company and its related parties were as follows
40
| (1) (II) |
Names of related parties and their relationships Name of related party Relationship with the Company Sen-Hsin Energy Co., Ltd. (hereinafter referred to as "Sen-Hsin") Subsidiary Luxe Solar Energy Co., Ltd. (hereinafter referred to as "Luxe Solar") Subsidiary Chin Lai International Development Co., Ltd. (hereinafter referred to as "Chin Lai") Subsidiary Wan Chuan Construction Co., Ltd. (hereinafter referred to as "Wan Chuan Construction") Subsidiary Qun Li Energy Co., Ltd. (hereinafter referred to as "Qun Li") Subsidiary Le Hua Investment Co., Ltd. (hereinafter referred to as "Le Hua") Subsidiary Kai Shih Energy Co., Ltd. (hereinafter referred to as "Kai Shih") Subsidiary Ching Tien Energy and System Co., Ltd. ((hereinafter referred to as "Ching Tien Energy")) Other related party Chao Hsing Energy Co., Ltd. (hereinafter referred to as "Chao Hsing Energy") Other related party Sel Tech Co., Ltd. (hereinafter referred to as "SEL Tech") Other related party Solargo Tech Co., Ltd. (hereinafter referred to as "Solargo") Other related party Quintain Steel Co., Ltd. (hereinafter referred to as "Quintain") Other related party Chateau Rich Hotel Co., Ltd. (hereinafter referred to as "Chateau Rich") Other related party Operating revenue FY2022 FY2021 Subsidiary $ -$ 7,421 Ching Tien Energy and System Co., Ltd. 28,679 16,669 Solargo Tech Co., Ltd. -127,040 Other related party 8,240 9,160 Total $ 36,919 $ 160,290 |
Relationship with the Company |
Relationship with the Company |
|---|---|---|---|
| $ 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.
41
| 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 revenue 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
| (III) Purchases | |
|---|---|
| FY2022 Sel Tech Co., Ltd. $ 156,758 (IV) Contract Assets December 31, 2022 Ching Tien Energy and System Co., Ltd. $ 24,914 Other related party 2,982 Total $ 27,896 (V) 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 |
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.
42
(VIII) Prepayment for Equipment
| repayment for Equipment | |
|---|---|
| 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
| 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:
| 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 deposits) 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:
43
- (I) The details of the Company's guaranteed notes payable and bank guarantee letters are as follows:
| are as follows: | ||
|---|---|---|
| Deposit received Guarantee notes for construction projects 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 (Zhong-Su-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
44
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.
45
-
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 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$100 million or 20% of the paid-in capital: None.
-
Derivative transactions: None.
-
(II) Information on investment in other businesses: see Schedule 4.
-
(III) Information on investment in Mainland China: None.
-
(IV) Information on major shareholders: Name, amount and percentage of shares held by shareholders with a 5% or more ownership: see Schedule 5.
XIV. Operating Segment Information
Please refer to the consolidated financial statements for FY2022.
46
Schedule 1
Luxe Green Energy Technology Co., Ltd. (Originally: Luxe Electric Co., Ltd)
Endorsement and guarantees for others:
January 1 to December 31, 2022
| Unit: NT$‘000 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Numb er (Note 1) |
Company name of the guarantor |
Target of endorsement and guarantee |
Endorsement and guarantee limit for a single company (Note 3) |
Maximum endorsement and guarantee balance for the period |
Ending balance of endorsement and guarantee |
Actual amount | Endorsement and guarantee amount secured by property |
Ratio of cumulative guarantee amount to net worth of the most recent financial statements (%) |
Maximum amount of endorsement and guarantee (Note 3) |
Endorseme nt and guarantee from parent to subsidiary (Note 4) |
Endorseme nt and guarantee from subsidiary to parent company (Note 4) |
Endorseme nt and guarantee for Mainland China (Note 4) |
|
| Company name |
Relation ship (Note 2) |
||||||||||||
| 0 | The Company | Sen-Hsin Energy Co., Ltd. |
2 | $ 830,010 | $ 450,000 | $ 450,000 | $ 337,324 | $ - |
27.11 | $ 1,660,020 | Y | N | N |
| 0 | The Company | Chin Lai International 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.
47
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 Marketable Securities |
Relationship between the issuer of the securities and the Company |
Accounts | End of period | Remar ks |
|||
| Shares | Total carrying amount |
Shareholdin g 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 |
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".
48
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 purchases (sells) goods |
Counterparty | Relationship | Transaction situation | Transactions and reasons for differences from ordinary transactions |
Notes and accounts receivable (payable) |
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 agreement |
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.
49
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 investment company |
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 investment recognized in the period |
Remarks | |||
End of the period |
End of the previous 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 International Development Co., Ltd. Kai Shih Energy Co., Ltd. Joy Ribbon Limited Wan Chuan Construction Co., Ltd. |
Taiwan Taiwan Taiwan Taiwan Taiwan Seychelles Taiwan |
Reinvestment business Energy Technical Services Energy Technical Services Energy Technical Services Energy Technical Services International Trade in Energy Products Comprehensive Construction 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) |
50
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 investment 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 investment recognized in the period |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|
| End of the period | End of the previous year |
Shares | Ratio (%) |
Total carrying amount |
|||||||
| Chin Lai International Development 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 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.
51
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 |
| ConcordInternationalSecurities Co.,Ltd. | 14,323,009 | 9.84 |
| Hsia Ti Investment Co., Ltd. | 10,395,959 | 7.14 |
| PaoLi TouInvestment 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.
52
§ 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 equity 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 |
53
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 |
|---|---|
54
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Notes Receivable
December 31, 2022
Table 2
| 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.
55
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Accounts Receivable (Including Related Parties)
December 31, 2022
Table 3
| 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.
56
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Receivables December 31, 2022
Table 4
| 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.
57
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.
58
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 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 investment |
Cash dividends received |
Realized sales profit |
Disposed | Others(Not e1) (Note2) |
Number of shares (in thousands) |
Shareholdi ng 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 Development 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.
59
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Changes in Right-of-Use Assets
FY2022
Table 7
| Table 7 | |||||
|---|---|---|---|---|---|
| Item | Amount at beginning of period |
Increase in the current period |
Decrease in the current period |
Reclassification | Balance at the end of period |
| Cost Buildings Transport Equipment Subtotal Cumulative depreciation Buildings Transport Equipment 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 |
60
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
61
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Accounts Payable (including Related Parties)
December 31, 2022
Table 9
| 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.
62
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Schedule of Other Payables (including related parties)
December 31, 2022
Table 10
| 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.
63
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.
64
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 |
|---|---|
65
Luxe Green Energy Technology Co., Ltd. (Originally: Luxe Electric Co., Ltd)
Schedule of Manufacturing Costs
FY2022
Table 13
| 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.
66
Luxe Green Energy Technology Co., Ltd.
(Originally: Luxe Electric Co., Ltd)
Operating Expenses FY2022
Table 14
| Table 14 | ||||
|---|---|---|---|---|
| Item | Marketing expense |
Administrative expense |
R&D expense | Unit: NT$ ‘000 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.
67