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MERCURIES — Audit Report / Information 2021
Nov 15, 2021
52227_rns_2021-11-15_91772f3f-69de-4d23-b580-1f36681feefb.pdf
Audit Report / Information
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MERCURIES & ASSOCIATES HOLDING, LTD.
PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021AND 2020 TOGETHER WITH INDEPENDENT AUDITORS’ REPORT
INDEX TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
| Page | |
|---|---|
| Independent Auditors’ Report | 3-8 |
| Balance Sheets as of December 31, 2021 and 2020 | 9 |
| Statements of Comprehensive Income for the years ended December 31, 2021 and 2020 | 10 |
| Statements of Change in Stockholders’ Equity for the years ended December 31, 2021 and 2020 | 11 |
| Statements of Cash Flows for the years ended December 31, 2021 and 2020 | 12 |
| Notes to Financial Statements | 13-75 |
| Statements of major accounts | 76-88 |
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INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders Mercuries & Associates Holding, Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Mercuries & Associates Holding, Ltd. as of December 31, 2021and 2020, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors as described in the Other Matter section of our report, the accompanying parent company only financial statements present fairly, in all material respects, the financial positions of the Mercuries & Associates Holding, Ltd. as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the section of Auditor’s Responsibilities for the audit of the parent company only financial statements of our report. We are independent of Mercuries & Associates Holding, Ltd. in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
3
The completeness and accuracy of recording insurance reserves
Description:
Various insurance reserves the subsidiary Mercuries Life Insurance’s are provided by actuary in accordance with the “Guidelines for Insurance Enterprises Handling All Statutory Reserves” based on their professional judgment and experience. The insurance reserves are estimated for different types of insurance, and thus, the provision process of these reserves has a high degree of complexity. Liability reserves involve significant judgment from management due to uncertainty of estimation. In addition, to ensure the adequacy of the insurance liabilities recognition, significant judgment to the final total settlement value of each insurance claims is required. The Company should assess its adequacy of liabilities through estimated future cash flow for insurance contracts based on current information. If there is any shortfall in the current carrying amount of the insurance liability, the shortfall should be recognized as liability adequacy reserve. Therefore, this matter needs significant attention in our audit.
We performed the following audit procedures on the above key audit matter:
-
Testing the effectiveness of the design and implementation of internal controls within the financial reporting process that are related to insurance reserves, which include testing the controls responsible for ascertaining the completeness and accuracy of the policy information.
-
Performing the analysis on movements and recognition of insurance reserves and checking whether the related information and carrying amount of the worksheet are accurate.
-
Testing samples on unearned premium reserves, liability reserves, claim reserves, premium deficiency reserves, special reserves and liabilities adequacy reserve to assess the accuracy of the premium and claim information, as well as inspecting the provision methodology, and examining whether the provision and hypothesis are in accordance with the “Guidelines for Insurance Enterprises Handling All Statutory Reserves”.
-
Assess the appropriateness of the disclosure that are related to insurance reserves.
Valuation of investment assets
Description:
The subsidiary Mercuries Life Insurance’s fair value measurement of financial assets at fair value through profit or loss and fair value through other comprehensive income for debt instrument without an active market is determined by observable input parameters obtained either directly or indirectly in inactive markets. The fair value is estimated on the basis of the results of various valuation techniques, which is based on professional judgment by the Company’s management. In addition,
4
debt instruments that measured at amortized cost and fair value through other comprehensive income has excepted credit loss, recognition and estimation of such loss require significant judgment by the Company’s management. Therefore, this matter needs significant attention in our audit.
We performed the following audit procedures on the above key audit matter:
-
Performing an assessment over the investment cycle of its initial recognition, subsequent measurements and their disclosures on financial statements.
-
Inspecting the accounting policies related to fair value measurements and disclosures of financial instruments of the Company.
-
Obtaining statements for financial assets and understanding the acquisition methods used for fair value of each category, as well as evaluating whether the fair value hierarchy is appropriate.
-
Assessing the reasonableness of significant assumptions, fair value and the valuation sources according to the relevant information obtained from external sources.
-
Executing impairment test, which included evaluating whether the design of the process for providing expected credit losses are appropriate and the significant hypothesis and factors of the estimations are reasonable, selecting the result to check the reasonableness of the credit risk has increased significantly since the original recognition of financial assets and test the accuracy of the calculation.
The completeness and accuracy of retail sales revenue
Description:
Retail sales revenue of the subsidiary Mercuries & Associates Ltd. and Simple Mart Retail Co., Ltd are recorded by point-of-sale (POS) terminals, which collect the information of item names, quantity, sales price and total sales amount of each transaction using preestablished merchandise master file data (which contains information such as item names, cost of purchase, retail price, combination sales promotions, etc.). After the daily closing process, each store manager uploads their sales information to the Enterprise Resource Planning (“ERP”) system, which summarizes all sales and automatically generates sales revenue journal entries. Each store manager also prepares a daily cash report, which summarizes amounts of sales, type of collections and cash deposited to the bank.
As retail sales revenue comprises numerous small amount transactions and highly relies on the POS and ERP systems, the process of summarizing and recording sales revenue by these systems is important with regard to the completeness and accuracy of the retail sales revenue. Therefore, this matter needs significant attention in our audit.
5
We performed the following audit procedures on the above key audit matter:
-
Inspecting and checking whether additions and changes to the merchandise master file data had been properly approved and supported by the relevant documents.
-
Inspecting and checking whether approved additions and changes to the merchandise master file data had been correctly entered in the merchandise master file.
-
Inspecting and checking whether merchandise master file data had been periodically transferred to POS terminal in stores.
-
Inspecting and checking whether sales information in POS terminals had been periodically and completely transferred to the ERP system and verify the daily cash reports and accounting information in stores.
-
Inspecting daily cash reports and relevant documents.
-
Inspecting cash deposit amounts recorded in daily cash reports and agreed them to bank remittance amounts.
Other matter
As described in Note 6.5, the financial statements of certain investee companies under equity method were audited by other auditors. Thus, the amounts and information of the investee companies shown within are in accordance with the audit reports assured by other auditors whose reports thereon have been furnished to us. The investments of the aforementioned investee companies amounted to $4,022,161 thousand and $3,731,843 thousand, constituted 14.48% and 13.14% of the total assets as of December 31, 2021 and 2020 respectively; and the share of profit of subsidiaries, associates and joint ventures accounted for under equity method of these investee companies were $420,743 thousand and $461,532 thousand, constituted 22.44% and 31.63% of the profit before income tax for the years ended December 31, 2021 and 2020, respectively.
Responsibilities of Management and Those Charged with Governance for the parent company only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of the parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability of Mercuries & Associates Holding, Ltd. to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Mercuries & Associates Holding, Ltd. or to cease operations, or has no realistic alternative but to do so.
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Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of Mercuries & Associates Holding, Ltd.
Auditor’s Responsibilities for the Audit of the Parent Company only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control of Mercuries & Associates Holding, Ltd.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Mercuries & Associates Holding, Ltd.’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Mercuries & Associates Holding, Ltd. to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Mercuries & Associates Holding, Ltd. to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Ke-Yi Liu and Shu-Chen Chang.
BDO TAIWAN
March 31, 2022
Notice to Readers
The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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MERCURIES & ASSOCIATES HOLDING, LTD. PARENT COMPANY ONLY BALANCE SHEETS December 31, 2021 and 2020
UNIT:NTD(In Thousands) |
UNIT:NTD(In Thousands) |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Assets Notes |
December 31,2021 | % |
December 31, 2020 | % |
Liabilities & Stockholders' Equity Notes |
December 31,2021 | % |
December 31, 2020 | % |
| $347,895) 127) 10,190) 1,159) 4,461) 462) |
1.25) -0 0.04) -0 0.02) -0 |
$81,562) 110) 21,364) 1,558) 2,777) 1,827) |
$69,699) 2) 27,941) |
0.25) -0 0.10) |
$57,860) 75,500) 39,152) |
0.20) 0.27) 0.14) |
|||
| 97,642) | 0.35) | 172,512) | 0.61) | ||||||
| 2,214) 2,151,380) 5,600,000) 151,777) 56,107) |
0.01) 7.74) 20.16) 0.55) 0.20) |
-0 -0 8,271,500) 259,158) 62,479) |
-0 -0 29.13) 0.91) 0.21) |
||||||
| 364,294) | 1.31) | 109,198) | |||||||
| 86,362) 250,000) 24,603,708) 2,299) 2,457,564) 1,500) 14,230) |
0.31) 0.90) 88.57) 0.01) 8.85) 0.01) 0.04) |
114,741) -0 24,468,622) 3,406) 3,683,787) 208) 14,829) |
|||||||
| 7,961,478) | 28.66) | 8,593,137) | 30.25) | ||||||
| 8,059,120) | 29.01) | 8,765,649) | 30.86) | ||||||
| 9,131,067) 2,553) 2,455,481) 2,575,337) 5,566,015) 4,854,079) (4,375,416) (488,279) |
32.87) 0.01) 8.84) 9.27) 20.04) 17.47) (15.75) (1.76) |
9,093,510) -0 2,032,125) 2,464,186) 4,068,090) 5,590,916) (3,087,013) (532,672) |
32.03) -0 7.16) 8.68) 14.33) 19.69) (10.87) (1.88) |
||||||
| 27,415,663) | 98.69) | 28,285,593) | |||||||
| 19,720,837) | 70.99) | 19,629,142) | 69.14) |
The accompanying notes are an integral part of financial statements
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MERCURIES & ASSOCIATES HOLDING, LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the Years Ended December 31, 2021 and 2020
UNIT:NTD (In Thousands) |
UNIT:NTD (In Thousands) |
UNIT:NTD (In Thousands) |
|||
|---|---|---|---|---|---|
| Item | Notes | 2021 | % |
2020 | % |
| Operating revenue Gross profit (loss) Net gross profit (loss) Operating expenses General and administrative expenses Total operating expenses Operating profit (loss) Non-operating income and expenses Interest income Other income Other gains and losses Financial costs Sub-total Profit (loss) before income tax Income tax (expenses) benefit Net profit (loss) from continuing operations Net profit (loss) Other comprehensive income (loss) Components of other comprehensive income that will not be reclassified to profit or loss Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for under equity method Components of other comprehensive income that will be reclassified to profit or loss Financial statements translation differences of foreign operations Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for under equity method Other comprehensive income (loss), net of income tax Total comprehensive income (loss) Earnings per share Basic earnings (loss) per share (in dollars) Diluted earnings per share (in dollars) The pro forma net income and earning per share if accounting for treasury stock had not been adopted are as follows: Pro forma before income tax Pro forma after income tax Earnings per share |
6.18 6.19 6.21 6.22 |
$1,761,551) | 100.00) | $1,610,699) | 100.00) |
| 1,761,551) | 100.00) | 1,610,699) | 100.00) | ||
| 1,761,551) | 100.00) | 1,610,699) | 100.00) | ||
| (174,970) | (9.93) | (137,024) | (8.51) | ||
| (174,970) | (9.93) | (137,024) | (8.51) | ||
| 1,586,581) | 90.07) | 1,473,675) | 91.49) | ||
| 3,102) 24,796) 311,469) (50,818) |
0.18) 1.41) 17.68) (2.89) |
14) 36,150) 3,319) (53,793) |
-0 2.24) 0.21) (3.34) |
||
| 288,549) | 16.38) | (14,310) | (0.89) | ||
| 1,875,130) 15,131) |
106.45) 0.86) |
1,459,365) (61,685) |
90.60) (3.83) |
||
| $1,890,261) | 107.31) | $1,397,680) | 86.77) | ||
| $1,890,261) | 107.31) | $1,397,680) | 86.77) | ||
| $(27,580) 225,567) (477) (1,395,709) |
(1.57) 12.81) (0.03) (79.23) |
$(1,424) (71,078) 2,422) (1,254,846) |
(0.09) (4.41) 0.15) (77.91) |
||
| $(1,198,199) | (68.02) | $(1,324,926) | (82.26) | ||
| $692,062) | 39.29) | $72,754) | 4.51) | ||
| $2.19) | $1.63) | ||||
| $1.96) | $1.63) | ||||
| $1,923,100) | $1,506,772) | ||||
| $1,938,231) | $1,445,087) | ||||
| $2.13) | $1.59) | ||||
The accompanying notes are an integral part of financial statements
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MERCURIES & ASSOCIATES HOLDING, LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the Years Ended December 31, 2021 and 2020
UNIT:NTD(In Thousands) |
|||
|---|---|---|---|
| Summary | Share Capital Common Stock Share capital collected in advance Capital Surplus |
RetainedEarnings | Other EquityInterests Treasury Stock Total Exchange Differences Arising on Translation of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value through Other Comprehensive Income Others |
| Legal Reserve Special Reserve Unappropriated Earnings |
|||
| Balance on January 1, 2020 Special reserve Appropriation of earnings 2019 Legal reserve Special reserve Cash dividends Stock dividends Effects of changes in ownership interest from investee Changes in capital surplus of investees Net profit (loss) Other comprehensive income (loss) Dividends from the Company received by subsidiaries Disposal of investments in equity instruments at fair value through other comprehensive income Disposal of investments in equity instruments at fair value through other comprehensive income from investees |
$8,266,827) $-) $1,913,534) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 826,683) -0 -0 -0 -0 (13,240) -0 -0 84,424) -0 -0 -0 -0 -0 -0 -0 -0 47,407) -0 -0 -0 -0 -0 -0 |
$2,111,950) $4,487,427) $6,065,675) -0 2,543,314) (2,543,314) 352,236) -0 (352,236) -0 (2,962,651) 2,962,651) -0 -0 (826,683) -0 -0 (826,683) -0 -0 (308,220) -0 -0 -0 -0 -0 1,397,680) -0 -0 (45,923) -0 -0 -0 -0 -0 62,625) -0 -0 5,344) |
$(16,180) $79,948) $(1,803,809) $(532,672) $20,572,700) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 (826,683) -0 -0 -0 -0 -0 -0 -0 -0 -0 (321,460) -0 -0 -0 -0 84,424) -0 -0 -0 -0 1,397,680) (79) 87,731) (1,366,655) -0 (1,324,926) -0 -0 -0 -0 47,407) -0 (62,625) -0 -0 -0 -0 (5,344) -0 -0 -0 |
| Balance on January 1, 2021 Appropriation of earnings 2020 Legal reserve Special reserve Cash dividends Stock options from issuing convertible bonds Effects of changes in ownership interest from investee Changes in unappropriated earnings of investees Changes in capital surplus of investees Net profit (loss) Other comprehensive income (loss) Conversion of convertible bonds Disposal of common stock of the Company held by subsidiaries Dividends from the Company received by subsidiaries Differences of acquisition or disposal price and book value of subsidiaries Disposal of investments in equity instruments at fair value through other comprehensive income Disposal of investments in equity instruments at fair value through other comprehensive income from investees Changes in special reserve of investees |
$9,093,510) $-) $2,032,125) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 77,332) -0 -0 228,275) -0 -0 -0 -0 -0 (38,369) -0 -0 -0 -0 -0 -0 37,557) 2,553) 46,684) -0 -0 55,826) -0 -0 47,970) -0 -0 5,638) -0 -0 -0 -0 -0 -0 -0 -0 -0 |
$2,464,186) $4,068,090) $5,590,916) 111,151) -0 (111,151) -0 1,500,716) (1,500,716) -0 -0 (909,351) -0 -0 -0 -0 -0 (165,423) -0 -0 (30,661) -0 -0 -0 -0 -0 1,890,261) -0 -0 104,452) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 (330) -0 -0 (13,918) -0 (2,791) -0 |
$(16,259) $99,710) $(3,170,464) $(532,672) $19,629,142) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 (909,351) -0 -0 -0 -0 77,332) -0 -0 -0 -0 62,852) -0 -0 -0 -0 (30,661) -0 -0 -0 -0 (38,369) -0 -0 -0 -0 1,890,261) (4,340) (456,151) (842,160) -0 (1,198,199) -0 -0 -0 -0 86,794) -0 -0 -0 44,393) 100,219) -0 -0 -0 -0 47,970) -0 -0 -0 -0 5,639) -0 330) -0 -0 -0 -0 13,918) -0 -0 -0 -0 -0 -0 -0 (2,791) |
The accompanying notes are an integral part of financial statements
11
MERCURIES & ASSOCIATES HOLDING, LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2021 and 2020
| MERCURIES & ASSOCIATES HOLDING, LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2021 and 2020 |
||
|---|---|---|
UNIT:NTD(In Thousands) |
||
| Items Cash flows from operating activities Profit (loss) before income tax from continuing operations Profit (loss) before tax Adjustments for Income (gain) and expense (loss) items Depreciation Amortization Net gain (loss) on financial assets (liabilities) at fair value through profit or loss Interest expense Interest income Dividend income Share of profit (loss) of associates and joint ventures accounted for under equity method Loss (gain) on disposal and scrap of property, plant and equipment Loss (gain) on disposal of investment property Loss (gain) on investment property at fair value Loss(gain) on liquidation Changes in assets and liabilities relating to operating activities (Increase) decrease in notes receivable (Increase) decrease in accounts receivable (Increase) decrease in other receivables (Increase) decrease in prepaid expenses Increase (decrease) in other payables Increase (decrease) in advanced receipts Increase (decrease) in other current liabilities Interest received Dividends received Interest paid Income taxes refund (paid) Net cash flows generated from (used in) operating activities Cash flows from investing activities Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortized cost Acquisition of investments accounted for under equity method Proceeds from disposal of investments accounted for under equity method Acquisition of property, plant and equipment Decrease in guarantee deposits Acquisition of intangible assets Proceed from disposal of Investment property Net cash flows generated from (used in) investing activities Cash flows from financing activities Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term notes and bills payable Decrease in short-term notes and bills payable Issuance of bonds payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Decrease in guarantee deposits received Increase in other non-current liabilities Decrease in other non-current liabilities Cash dividends paid Net cash generated from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2021 $1,875,130) 1,875,130) 1,679) 423) (2,898) 50,818) (3,102) (9,726) (1,673,295) 1,537) (216,296) (105,945) -0 11,174) 399) 916) 1,364) 12,555) (11,173) (38) 548) 787,763) (37,417) (167,793) 516,623) 782) (250,000) (272,489) 6,900) (1,844) 600) (1,714) 1,548,463) 1,030,698) 6,905,000) (6,905,000) 8,772,000) (8,772,000) 2,306,500) 63,766,500) (66,438,000) 570) (7,209) 2) -0 (909,351) (1,280,988) 266,333) 81,562) $347,895) |
2020 |
| $1,459,365) 1,459,365) 2,092) 59) -0 53,794) (14) (24,315) (1,501,212) 265) -0 (20,489) 1,067) (2,293) 584) 11,788) (1,363) (37,119) 2,293) 17,448) 14) 889,348) (54,661) (426) |
||
| 796,225) | ||
| 134,885) -0 (191,783) -0 (3,047) -0 (268) -0 |
||
| (60,213) | ||
| 8,610,000) (8,650,000) 16,015,000) (16,015,000) -0 80,156,500) (79,995,000) 4,010) (4,308) -0 (1) (826,683) |
||
| (705,482) | ||
| 30,530) 51,032) |
||
| $81,562) | ||
The accompanying notes are an integral part of financial statements
12
MERCURIES & ASSOCIATES HOLDING, LTD. NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
1. GENERAL
Mercuries & Associates Holding, Ltd.(the Company) was founded in February 1965, formerly known as Mercuries & Associates, Co., Ltd. and reorganized its structure in 2015. The Company and its affiliates belong to a comprehensive service industry, providing a group of service including insurance, food & beverage, pharmaceutical and IT integration. The Company is mainly engaged in finance and investment.
2. THE AUTHORIZATION OF THE FINANCIAL STATEMENTS
The accompanying financial statements were approved and authorized for issuance by the Board of Directors on March 31, 2022.
3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
3.1. Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRSs”) as endorsed by the Financial Supervisory Commission (“FSC”) :
New standards, interpretations and amendments as endorsed by FSC effective from 2021 are as follows:
| New, Revised or Amended Standards and Interpretations Amendments to IFRS 4, ‘Extension of the temporary exemption from applying IFRS 9’ Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16—Phase 2 ‘Interest rate benchmark reform’ Amendment to IFRS 16 ‘Leases – Covid-19-related rent concessions beyond June 30, 2021 beyond June 30, 2021’ |
Effective Date Issued by IASB |
|---|---|
| January 1, 2021 January 1, 2021 April 1, 2021 (Note) |
Note: Earlier application from January 1, 2021 is allowed by the FSC
Based on the Company’s assessment, the above standards and interpretations have no significant impact to the Company’s financial position and operating results.
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3.2. Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Company :
New standards, interpretations and amendments as endorsed by the FSC effective from 2022 are as follows:
| follows: | |
|---|---|
| New, Revised or Amended Standards and Interpretations | Effective Date Issued by IASB |
| Amendments to IFRS 3, ‘Reference to the conceptual framework’ Amendments to IAS 16 ‘Property, plant and equipment—proceeds before intended use’ Amendments to IAS 37, ‘Onerous contracts – cost of fulfilling a contract’ Annual Improvements to IFRS standards 2018-2020 |
January 1, 2022 January 1, 2022 January 1, 2022 January 1, 2022 |
Based on the Company’s assessment, the above standards and interpretations have no significant impact to the Company’s financial position and operating results.
3.3 Effect of IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| New, Revised or Amended Standards and Interpretations Amendments to IFRS 10 and IAS 28 ‘Sale or contribution of assets between an investor and its associate or joint venture’ IFRS 17 ‘Insurance contracts’ Amendments to IFRS 17, ‘Insurance contracts’ Amendments to IFRS 17 ‘Initial application of IFRS 17 and IFRS 9 -comparative information’ Amendments to IAS 1, ‘Classification of liabilities as current or non-current’ Amendments to IAS 1, ‘Disclosure of accounting policies’ Amendments to IAS 8, ‘Definition of accounting estimates’ Amendment to IAS 12 ‘ Deferred tax related to assets and liabilities arising from a single transaction’ |
Effective Date Issued by IASB |
|---|---|
| To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 |
Based on the Company’s assessment, the above standards and interpretations have no significant impact to the Company’s financial position and operating results.
14
4.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of the financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
4.1. Statement of Compliance
The financial statements have been prepared in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers.
4.2. Basis of Preparation
-
4.2.1. The financial statements have been prepared on the historical cost basis except for the following items:
-
(1) Financial instruments at fair value through other comprehensive income.
-
(2) Liabilities on cash-settled share-based payment arrangements are measured at fair value.
-
(3) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.
-
(4) Investment property are measured at fair value.
-
4.2.2. The preparation of financial statements in compliance with the IFRSs as endorsed by the FSC requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the accounting policies. Areas involve higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, please refer to Note 5 for more information.
4.3. Foreign currency transaction
In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Such exchange differences are recognized in profit or loss in the year in which they arise. Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the year except for exchange differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income in which case, the exchange differences are also recognized directly in other comprehensive income. Non-monetary items measured in terms of historical cost in foreign currencies are not retranslated.
15
For the purposes of presenting separate financial statements, the assets and liabilities of the Company’s foreign operations are translated into NT$ using exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period. Exchange differences are recognized in other comprehensive income and accumulated in equity.
4.4. Classification of current and non-current items
-
4.4.1. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
(1) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;
-
(2) Assets held mainly for trading purposes;
-
(3) Assets that are expected to be realized within twelve months from the end of the reporting period;
-
(4) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the end of the reporting period.
-
4.4.2. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
(1) Liabilities that are expected to be paid off within the normal operating cycle;
-
(2) Liabilities arising mainly from trading activities;
-
(3) Liabilities that are to be paid off within twelve months from the end of the reporting period;
-
(4) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the end of the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
4.5. Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits can be classified as cash equivalents if they meet the criteria mentioned above and are held for short-term cash commitments in operational purpose.
16
4.6. Financial assets
Financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset or financial liability is initially measured at fair value plus transaction costs that are directly attributable to its acquisition or issue.
The Company shall reclassify all affected financial assets only when it changes its business model for managing its financial assets.
4.6.1. Financial assets at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at fair valu 日一 e through profit or loss (FVTPL):
-
(1) It is held within a business model whose objective is to hold assets to collect contractual cash flow.
-
(2) Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, and impairment loss, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
4.6.2. Financial assets at fair value through other comprehensive income (FVOCI)
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
-
(1) It is held within a business model whose objective is achieved by both collecting contractual cash flow and selling financial assets.
-
(2) Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.
17
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income is recognized in profit or loss on the date on which the Company’s right to receive payment is established.
4.6.3. Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
-
4.6.3.1. The stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;
-
4.6.3.2. How the performance of the portfolio is evaluated and reported to the Company’s management;
-
4.6.3.3. The risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Company’s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
- 4.6.4. Impairment of financial assets
For debt instruments measured at fair value through other comprehensive income and financial assets at amortized cost (including accounts receivable that have a significant financing component or contract assets), at each end of the financial reporting period, the Company recognize the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognizes the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Company recognize the impairment provision for lifetime ECLs.
18
4.7. Investments accounted for under equity method
Investments accounted for under the equity method include investments in subsidiaries, associates and joint ventures. A subsidiary is an entity that is controlled by the Company. An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
Unrealized gains on transactions between the Company and its subsidiaries are eliminated to the extent of the Company’s interest in the subsidiaries. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
The Company’s share of its subsidiaries’ profits or losses is recognized in profit or loss, and its share movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company should continue to recognize losses in proportion to its ownership.
Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transaction with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.
According to Regulations Governing the Preparation of Financial Reports by Securities Issuers, profit and other comprehensive income in the separate financial statements should be the same as profit and other comprehensive income attributable to shareholders of the parent in the consolidated financial statements, and the equity in the separate financial statements should be the same as the equity attributable to shareholders of the parent in the consolidated financial statements.
4.8. Investment property
Properties held by the Company to earn rentals revenue and/or for capital appreciation are classified as investment properties. Investment properties, including office buildings and lands held under operating leases, are measured initially at their costs. Cost of a purchased investment property comprises its purchase price and any directly attributable expenditure. Cost of investment property comprises expenditure of raw materials, direct labor, and any expenditure directly attributable to bringing the property to the condition necessary for it to be capable of operating.
Investment property is measured by fair value model and the change of fair value is recognized as profit and loss in the current period in accordance with IAS 40 “Investment property”. However, those categorized held for sale and discontinued operations according to IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations” which met the criteria of non-current asset held for sale (including disposal group held for sale), and those met the criteria of the 53rd paragraph of IAS 40 “Investment property” were excluded.
19
When the use of a property changes, investment property is reclassified as property, plant and equipment (PPE) and its carrying amount at the date of reclassification becomes the cost for subsequent PPE.
4.9. Property, Plant and Equipment (PPE)
Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are expensed to profit or loss during the financial period in which they are incurred.
PPE apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Land is not depreciated. Each part of an item of PPE with a cost that is significant in relation to the total cost of the item must be depreciated separately.
Residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at the end of each reporting period. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, it is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives for buildings are 40~60 years, useful lives for other PPE are 5 years.
4.10. Leasing
When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease constitutes the major part of the economic life of the asset.
If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.
4.11. Impairment of non-financial asset
For non-financial assets other than deferred tax assets and employee benefits, the Company assesses whether the impairment has occurred at the end of each reporting period, and estimates its recoverable value. If the recoverable value cannot be estimated individually, the Company estimates the recoverable amount of the cash generating unit of the asset to assess the impairment.
20
The recoverable amount is the higher of the fair value less cost of sale for individual asset or cash generating units and the value of their use. If the recoverable value of an individual asset or cash generating unit is less than the carrying amount, it shall be write down to the recoverable amount and the impairment loss shall be recognized.
The Company reassesses the impairment loss of non-financial assets other than goodwill at the end of each reporting period. If the recoverable value has increased, the impairment loss is written off in accordance with the changed of recoverable value. However, the amount added back cannot exceed the individual asset or cash generate unit's carrying amount less any depreciation expense from last year.
4.12. Employee benefits
4.12.1. Defined contribution pension plans
For defined contribution plans, the contributions are recognized as pension expense when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.
4.12.2. Bonuses to Employees and Remuneration to Directors
Employee bonuses and directors remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts by board of directors and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee’s compensation is distributed by shares, number of shares distributed was calculated based on the closing price at the previous trading day of the board meeting.
4.12.3. Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
21
4.13. Bonds Payable
The convertible bonds that the Company issued are embedded with a put option and a call option in addition to the option to convert the bonds to common stocks. At issuance, the issue price is split between financial assets and financial liabilities based on the issue terms. The related accounting treatments are as follows:
The option to convert the bonds to common stocks, put option and call option are measured at net fair value at initial recognition and are recognized as financial assets or financial liabilities at fair value through profit or loss. The difference between the carrying amount and the fair value at each reporting date is recognized as gains or losses on financial assets (liabilities) at fair value through profit or loss.
Bonds payable at initial recognition is measured at issue price less the amounts recognized as financial assets or financial liabilities at fair value through profit or loss. The difference between the fair value at initial recognition and the redemption value is recognized as premiums or discounts, an addition to or reduction from bonds payable, and is amortized using the effective interest rate. The amortization is recognized as an adjustment to financial cost in profit or loss during the outstanding period of the bonds.
Transaction costs that directly attribute to the issue of convertible bonds are allocated to each liability component of the bonds in proportion to the initial carrying amounts.
When the bonds are converted to common stocks by bondholders, the liability components, including bonds payable and financial liabilities at fair value through profit or loss, shall be re-measured according to their respective subsequent treatment aforementioned. The issue cost of the common stocks then equals to the total of the carrying amounts of the liability components.
4.14. Treasury shares
The Company adopt cost method to repurchase outstanding shares as treasury shares. The cost of repurchasing treasury shares is specified in the financial statement as a deduction of shareholders’ equity and the price difference of treasury share transactions is listed under the section of shareholders’ equity. When retiring treasury shares, it shall be credited as “treasury share”, and debited as “share capital” and “capital reserve - stock premium” in proportion to the share percentage of retirement.
The Company's shares held by its subsidiary are recorded as treasury shares. The profits generated from the subsidiaries’ disposal of the Company’s shares and the revenue received from the Company’s cash dividends are recorded in the “capital reserve - treasury share transaction”.
22
4.15. Revenue
Revenue is measured by fair value of the consideration received or receivable deducting the estimated customer returns, discounts, and other related sales allowance.
4.15.1. Dividend income and interest income
The dividend income is generated by investment and recognized when the shareholders’ right to receive payment is established, provided that the economic profits related to the transaction have the potential to be acquired by the Company and the amount of income could be reliably measured.
The interest income is recognized on an accrual basis based on the duration of time for the applicable effective interest rate for the outstanding principal.
4.15.2. Profit or loss from investment property
The rental income arising from the investment property is recognized as a part of the total leasing income during the lease period, and the incentive for the lease is recognized as a decrease in the rental income by the straight-line method during the lease term.
4.15.3. Service Revenue
Revenue from contract services is recognized under the percentage-of-completion method when the outcome of services provided can be estimated reliably. Contact cost is recognized when occurs unless it is an asset related to future contractual activities. If the outcome of a service contract cannot be estimated reliably, contract revenue should be recognized only to the extent that contract costs incurred are likely to be recoverable. Besides, losses will be recognized immediately if the services provided are expected to have a loss.
4.16. Income Tax
-
4.16.1. The tax expense for the period comprises both current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity.
-
4.16.2. Deferred income tax is recognized, using the balance sheet method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. Deferred income tax is determined using tax rates that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred tax is recognized for taxable temporary differences associated with investments in subsidiaries and associates where the Company is able to control the reversal of the temporary difference in the foreseeable future.
23
- 4.16.3. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At the end of each reporting period, unrecognized and recognized deferred income tax assets are reassessed.
4.16.4. Linked-tax system
The Company and its more than 90% owned subsidiaries adopt the linked-tax system for tax filings in accordance with MOF No.10500580850. Differences between current and deferred income tax expenses on consolidated entity basis and those on nonconsolidated entity basis are adjusted in the Company’s income tax expenses. Related reimbursement and appropriation are recognized as receivables or payables.
4.17. Earnings per share
Basic earnings per share are computed by dividing profit or loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the current reporting period. Diluted earnings per share are computed after adjustments (regarding all impact caused by potential diluted ordinary shares) made on profit or loss attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding. Potential diluted ordinary shares include convertible bonds and bonus paid to employee. However, the adverse dilutive share is not computed.
5.CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION AND UNCERTAINTY
The preparation of financial statements requires management to make critical judgments in applying the accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. The above information is addressed below:
5.1. Financial instruments
5.1.1. Fair value
The Company held certain financial instruments without active markets, including financial instruments lacking of active market quotes and financial instruments that turned out to be inactive due to market conditions (ex: low market liquidity). When a market is inactive, it is usually only a few or no observable market data available to measure the fair value of financial instruments. Determination of the existence of an active market for a financial instrument requires management’s judgments.
24
If the market of an investment held by the Company is not active, the fair value of the instrument is determined with valuation techniques. When the fair value may be publicly obtained from independent sources, it shall be adopted. Overall, the Company would decide a source and/or a valuation technique as a fair value determination method that can reflect the price achieved between market participants through regular trading as of the balance sheet date. Valuation techniques include adoption of recent arm's length transactions, reference to other instruments with substantially identical basis, application of discounted cash flow analysis, etc., which may also include a number of assumptions related to each variable (such as credit risk and interest rate). Adoption of different valuation techniques or assumptions may lead to significant discrepancies in fair value determination results.
5.1.2. Impairment
Financial assets measured at amortized cost and financial assets measured at FVOCI are estimated for loss allowance at an amount equal to the 12-month expected credit losses since initial recognition, despite the existence of evidence of objective impairment. Should credit risk on a financial instrument increase significantly, or there exists evidence of objective impairment, recognized the expected credit losses of the duration then the loss allowance might be increased, and effected profit or loss.
5.2. Impairment assessment on investments accounted for under equity method
The Company assesses the impairment of investments accounted for under equity method whenever triggering events or changes in circumstances indicate that an investment may be impaired and carrying value may not be recoverable. The Company measures the recoverable amounts based on the present value of future cash flow of expected cash dividends receivable from the investee and investment disposals to ensure the reasonableness of such assumptions.
6.DETAILS OF SIGNIFICANT ACCOUNTS
6.1. Cash and cash equivalents
| Cash and cash equivalents | ||
|---|---|---|
| Cash on hand Deposits in bank Total |
December 31, 2021 | December 31, 2020 |
| $155 347,740 $347,895 |
$375 81,187 |
|
| $81,562 |
The Company associates with a number of financial institutions of high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
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6.2.Notes and accounts receivable
| Notes receivable Accounts receivable Total |
December 31, 2021 | December 31, 2020 |
|---|---|---|
| $10,190 1,159 $11,349 |
$21,364 1,558 |
|
| $22,922 |
-
1.The Company applies the simplified approach to provide for its expected credit loss, i.e. the use of lifetime expected credit loss. Based on the historical experience of the Company, there is no significantly different loss patterns for different customer segments. The provision matrix does not divide different customer segments, and only accounts receivable to determine credit loss rate.
-
2.Aging analysis of accounts receivables:
| December 31, 2021 Expected Credit Loss Book value Loss allowance Amortized cost December 31, 2020 Expected Credit Loss Book value Loss allowance Amortized cost |
Not past due |
Past due within 60 days |
Past due 61 to 120 days |
Past due 121 to 180 days 0% $- - $- Past due 121 to 180 days 0% $- - $- |
Past due over 181 days |
Total |
|---|---|---|---|---|---|---|
| 0% $1,159 - |
0% $- - |
0% $- - |
0% $- - |
$1,159 - |
||
| $1,159 | $- | $- | $- | $1,159 | ||
| Not past due |
Past due within 60 days |
Past due 61 to 120 days |
Past due over 181 days |
Total | ||
| 0% $1,432 - |
0% $126 - |
0% $- - |
0% $- - |
$1,558 - |
||
| $1,432 | $126 | $- | $- | $1,558 |
-
3.The maximum exposure to credit risk is the carrying amount of each categories of accounts receivable.
-
4.The Company does not hold any collateral as guaranty of collectability.
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6.3. Financial assets at fair value through other comprehensive income - Non-current
| Common stock Preferred stock Total |
December 31, 2021 | December 31, 2020 |
|---|---|---|
| $55,712 30,650 $86,362 |
$78,067 36,674 |
|
| $114,741 |
-
1.The Company identify that equity instruments are held within a business model whose main objective is to hold the securities for the long term, and recognized these instruments as financial assets measured at FVOCI. The fair value of investments amounted to $86,362 thousand on December 31, 2021.
-
The company has no FVOCI pledged to others.
6.4. Financial asseets at amortized cost- Non-current
| Item Subordinated corporate bond |
December 31,2021 $250,000 |
December 31,2020 |
|---|---|---|
| $- |
The Company purchased the first perpetual cumulative subordinated corporate bond issued by Mercuries Life Insuarance (MLI) amounted to 250,000 thousand in September 2021. Interest expense paid annually at a fixed rate of 3.3%. As of December 31, 2021, the Company recognized interest income of 2,554 thousand.
6.5.Investments accounted for under equity method
- 1.As of December 31, 2021 and 2020, the investments of subsidiaries, associates and joint ventures are as follows:
| are as follows: | ||
|---|---|---|
| 1. Mercuries Life Insurance Co., Ltd.(MLI) 2. Mercuries & Associates, Ltd.(MA) 3. Mercuries Data Systems Ltd.(MDS) 4. SCI Pharmtech Inc.(SCI) 5. Mercury Fu Bao Co., Ltd.(MFB) 6. Simple Mart Retail Co., Ltd.(SMR) 7. Mercuries F&B Co., Ltd.(MF&B) 8. Other subsidiary 9. Other associates Reduce :Transfer to treasury stock |
December 31,2021 | December 31,2020 |
| $15,678,826 723,837 1,200,773 1,054,281 3,207,423 1,158,061 1,052,806 894,561 121,419 (488,279) |
$16,252,153) 732,758) 1,167,269) 1,054,787) 2,882,577) 909,442) 1,041,159) 858,362) 102,787) (532,672) |
|
| $24,603,708 | $24,468,622) |
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-
2.The financial statement of certain investee companies under investments accounted for under equity method were audited by other auditors. The investments of the aforementioned investee companies amounted to $4,022,161 thousand and $3,731,843 thousand and the recognized share of profit of subsidiaries, associates and joint ventures accounted for under equity method were $420,743 thousand and $461,532 thousand.
-
3.The share of profit of subsidiaries, associates and joint ventures accounted for under equity method for the years ended December 31, 2021 and 2020 are as follows:
| 1. MLI 2. MA 3. MDS 4. SCI 5. MFB 6. SMR 7. MF&B 8. Other subsidiary 9. Other associates |
2021 | 2020 |
|---|---|---|
| $445,189 101,280 79,755 17,683 567,207 132,401 216,991 70,215 42,573 $1,673,294 |
$761,175 155,477 58,519 114,337 104,376 125,148 307,056 (154,427) 29,551 |
|
| $1,501,212 |
4.Summarized financial information of the subsidiaries:
| December 31, 2021 MLI MA MDS SCI MFB SMR MF&B |
Assets | Liabilities | Revenue | Profit or Loss |
Ownership |
|---|---|---|---|---|---|
| $1,400,567,397 | $1,359,129,007 | $143,138,547 | $1,090,798 | 39.59% | |
| $3,237,962 | $2,468,556 | $3,408,261 | $103,588 | 100.00% | |
| $4,565,797 | $2,282,919 | $3,452,147 | $149,232 | 53.44% | |
| $4,189,795 | $869,164 | $864,217 | $55,696 | 31.75% | |
| $3,894,273 | $180,179 | $172,677 | $545,137 | 100.00% | |
| $5,532,624 | $3,626,942 | $13,964,763 | $194,503 | 60.77% | |
| $2,919,601 | $1,792,988 | $4,761,377 | $231,773 | 93.63% |
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| December 31, 2020 MLI MA MDS SCI MFB SMR MF&B |
Assets | Liabilities | Revenue | Profit or Loss |
Ownership |
|---|---|---|---|---|---|
| $1,338,837,240 | $1,296,725,451 | $157,231,964 | $1,444,538 | 40.34% | |
| $2,822,092 | $2,046,075 | $3,768,135 | $155,867 | 100.00% | |
| $4,380,200 | $2,160,013 | $2,986,117 | $115,553 | 53.44% | |
| $4,569,838 | $1,247,616 | $2,689,222 | $360,124 | 31.75% | |
| $3,512,386 | $92,783 | $153,219 | $144,948 | 100.00% | |
| $5,094,051 | $3,773,645 | $13,198,913 | $181,966 | 68.88% | |
| $2,942,152 | $1,827,992 | $4,696,882 | $331,291 | 93.63% |
- 5.Certain investee companies under investments accounted for under equity method have quoted prices in active market. The market price information calculated based on the closing price on the reporting date are as follows:
| MLI MDS SCI SMR |
December 31, 2021 $9,765,911 $1,285,489 $2,543,802 $2,904,142 |
December 31, 2020 |
|---|---|---|
| $8,699,545 | ||
| $1,157,432 | ||
| $2,119,835 | ||
| - |
-
6.MLI has resolved by the board of directors to increase capital by cash in 2021 and 2020. The Company acquired 32,830 thousand shares and 24,578 thousand shares with a consideration of $272,489 thousand and 185,563 thousand. The Company’s shareholding changed to 39.59%.
-
7.The Company and SMR signed a Share Purchase Agreement with Sumitomo Corporation on October 16, 2020 to purchase shares of Sanyou Drugstores, Ltd. (SD) and obtained 5,000 thousand and 45,000 thousand shares, respectively. The transaction were completed on December 22, 2020 and the Company’s shareholding increased to 55%.
-
8.SMR increased capital by cash for initial public offering in November 2021. The Company futher provided 100 thousand shares for underwriter over-allotment. The Company’s shareholding changed to 60.77%.
29
-
9.Asiandawn has resolved by the board of directors to dissolve on December 31, 2019. The liquidation procedures has been completed on May 26, 2020.
-
10.Mercuries Liquor&Food Co., Ltd has resolved by board of directors to reduce the capital for cover accumulated deficits in $95,000 thousand and the Company’s shareholding is 100%.
-
11.The Company's stocks held by subsidiaries are treated as treasury stocks. Please refer to Note 6.16 for details.
-
12.Detail information of investments accounted for under equity method please refer to Note 13.
-
13.Investments accounted for under equity method pledged as collateral for bank borrowings please refer to Note 8 pledged assets.
6.6. Property, plant and equipment
| Cost January 1, 2021 Additions Derecognition December 31, 2021 Accumulated depreciation and impairment January 1, 2021 Additions Derecognition December 31, 2021 Book value January 1, 2021 December 31, 2021 |
2021 | ||
|---|---|---|---|
| Office equipment | Others | Total | |
| $1,912 - (314) |
$9,128 1,844 (5,004) |
$11,040 1,844 (5,318) |
|
| $1,598 | $5,968 | $7,566 | |
| $818 284 (267) |
$6,816 1,395 (3,779) |
$7,634 1,679 (4,046) |
|
| $835 | $4,432 | $5,267 | |
| $1,094 | $2,312 | $3,406 | |
| $763 | $1,536 | $2,299 |
30
| 6.7. | Cost January 1, 2020 Additions Derecognition December 31, 2020 Accumulated depreciation and impairment January 1, 2020 Additions Derecognition December 31, 2020 Book value January 1, 2020 December 31, 2020 Investment property January 1, 2021 Disposals Gain (loss) on fair value adjustment investment property December 31, 2021 January 1, 2020 Gain (loss) on fair value adjustment investment property December 31, 2020 |
2020 | ||||
|---|---|---|---|---|---|---|
| Office equipment | Others | Total | ||||
| $1,182 730 - |
$15,317 2,317 (8,506) |
$16,499 3,047 (8,506) |
||||
| $1,912 | $9,128 | $11,040 | ||||
| $700 118 - |
$13,348 1,974 (8,506) |
$14,048 2,092 (8,506) |
||||
| $818 | $6,816 | $7,634 | ||||
| $482 | $1,969 | $2,451 | ||||
| $1,094 | $2,312 | $3,406 | ||||
| of of |
2021 | |||||
| Land | Buildings | Total | ||||
| $3,016,023 (1,105,146) 81,607 |
$667,764 (227,021) 24,337 |
$3,683,787 (1,332,167) 105,944 |
||||
| $1,992,484 | $465,080 | $2,457,564 | ||||
| 2020 | ||||||
| Land | Buildings | Total | ||||
| $3,003,443 12,580 |
$659,854 7,910 |
$3,663,297 20,490 |
||||
| $3,016,023 | $667,764 | $3,683,787 |
31
- 1.As of December 31, 2021 and 2020, fair value information are as follow:
| Source of FV | December 31, 2021 | December 31, 2020 |
|---|---|---|
| External appraisal | $2,457,564 | $3,683,787 |
2.The main contents of investment property for each companies are as follow:
Fair value is based on valuation performed by qualified independent appraisers who performed the appraisal based on “Regulations on Real Estate Appraisal” with the valuation dates on December 31, 2021 and 2020.
| Name of appraisers firm | December 31, 2021 | December 31, 2020 |
|---|---|---|
| Pannsia Real Estate Appraisers Joint Firm |
Yang, Min-An | Yang, Min-An |
Fair value of investment property is based on valuation by a professional evaluation agency and supported by market evidence. Appraising methods include the comparison approach, direct capitalization method of the income approach and discount cash flow method of the income approach. Commercial office buildings are appraised mainly using the comparison approach and income approach because of market liquidity and easy access to comparable sales and rental information in the neighboring areas. Marketplace depending on their characteristics, terms of rental contracts and reference of similar cases are generally appraised using the comparison approach, direct capitalization method and discount cash flow method of the income approach. Undeveloped lands are appraised mainly using the comparison approach, land development analysis approach and discount cash flow method of the income approach.
The estimation process of the valuation method involves differentiating between rented and not yet rented. The former is calculated by contract rent and the latter is calculated by market price. It also considers comparative rent information of similar properties to determine annual growth range of rent; includes idle loss, decoration offset loss, and the closing balance of disposal value of that property to calculate future cash inflow, then discounted by an appropriated discount rate accumulated until the valuation date. The income analysis covers a 10-year period, the interest income on rental deposits was extrapolated using the average deposit interest rate of the top five banks announced by the Central Bank of the Republic of China. Future cash out flow which consists of expenses directly related to operations, i.e. land tax, house tax, insurance fee, management fee, maintenance fee, replacement allocation, amortization of agent fee, etc., is estimated based on the actual expenses incurred in the current year, considering the Company’s current operation and possible changes in the future.
32
Investment properties measured using fair value model are categorized into Level 3 and related expected future cash inflows are as follow:
| December 31, 2021 Expected future cash inflows $3,301,035 Expected future cash outflows (113,810) Net cash inflows $3,187,225 Rent information in the neighboring areas are as follows: December 31, 2021 Contract rent (square meter/month/dollar) $223~$1,408 Market rent (square meter/month/dollar) $319~$1,650 Mainparameters December 31, 2021 Income capitalization rate 2.09%~3.79% Discount rate 2.15%~3.45% |
December 31, 2021 | December 31, 2020 |
|---|---|---|
| $3,301,035 (113,810) |
$5,102,538 (195,333) |
|
| $3,187,225 | $4,907,205 | |
| December 31, 2020 | ||
| $223~$1,408 $319~$1,650 December 31, 2021 |
$259~$1,680 $300~$1,640 December 31, 2020 |
|
| Income capitalization rate Discount rate |
2.09%~3.79% 2.15%~3.45% |
2.09%~4.24% 2.15%~3.70% |
Fair value of undeveloped lands are measured by land development analysis. Increase in estimated total sale price, increase in rate of return, or decrease in overall capital interest rate would result in increase in the fair value. Significant assumptions used are as follows:
| Estimated total sale price Rate of return Overall capital interest rate |
December 31,2021 | December 31,2020 |
|---|---|---|
| $23,691 | $23,403 | |
| 15% 1.02% |
15% 0.99% |
The rate of returns are determined by reference to the annual profit rate and construction period of the similar product. Overall capitalization rate referred to interest rate of bank loan, demand deposit, 1 year time deposit and also considered the proportion of equity funds and borrowed funds.
3.In order to activated the assets, the Company has resolved by the board of directors to sell the land and buildings in Luzhu District, Taoyuan City on September 17, 2021 and signed a supplementary contract with a revised price of 1,553,000 thousand on October 25, 2021. This transaction has been completed in November 2021, and recognized $216,296 thousand of gain on disposal of investment property.
33
-
4.The land in Yangmei can not be registered under the Company’s name for limited usage in agricultural and forestry only. Therefore it is registered under Mr. Wang Zhihua and a trust contract had been signed for protection.
-
5.Lands appraisal according to legal present value had been performed on December 31, 1987. Total land value increased $17,407 thousand and after net of land value increment tax of $8,153 thousand net value increment of $8,796 thousand was transferred to retained surplus on January 1, 2012 as IFRS adoption.
-
6.Land (lot number 210-212, located at Subsection 1 of Linyi Section in Taipei City) amounted to $133,123 thousand was partially expropriated by Bureau of Taipei MRT in September 2002. Remaining land of $17,005 thousand had been transferred to investment property.
6.8.Other payables
| Payables for equipment Accrued salaries Accrued employee’s bonues and director’s remuneration Others Total Bonds payable Total of issuance of convertible bonds Less: discount on bonds payable Less: accumulated converted amount Total |
December 31, 2021 | December 31, 2020 |
|---|---|---|
| $- 19,125 31,100 19,474 $69,699 December 31,2021 2,300,000 (62,220) (86,400) $2,151,380 |
$2,212 16,418 23,900 15,330 |
|
| $57,860 | ||
| December 31,2020 | ||
| - - - |
||
| $- |
6.9.Bonds payable
34
- 1.With the aim of future operational requirement and repay bank loans, the first issuance of convertible bonds in 2020 was approved by FSCIB No.1090377875 on January 25, 2020. The term sheet for the bond is set as follows:
| Issue Amount | NT$2,300,000 thousand |
|---|---|
| Issue date | January 25, 2021 |
| Coupon Rate | 0% |
| Issue period | January 25, 2021 ~ January 25, 2026 |
| Repayment | Except for early call and cancellation by the Company or early put and conversion by bondholders in accordance with the terms and conditions set by the Company, the bondholders will receive in cash at maturity of the convertible bonds. |
| Redemption at the option of the Company |
1. At any time starting three months from the issue date until the 40th day prior to the maturity date, when the closing price of its common shares on the Taiwan Stock Exchange is over 30% of the conversation price for 30 consecutive trading days, the Company could redeem the outstanding bonds based on par value in cash. 2. At any time starting three months from the issue date until the 40th day prior to the maturity date, when the balance of outstanding bonds is lower than NT$230,000 thousand of the total issuance, the Company may repurchase the outstandingbonds atpar in cash. |
| Redemption at the option of the bondholders |
Within the 40 days prior to 3 years after the issue day, the bondholders shall have the right to require the Company to redeem the bonds at redemption price of par value plus interest compensation in cash. |
| Conversion period |
Bondholders may convert bonds into the Company’s common shares at any time startingthree months from the issue date to the maturitydate. |
| Conversion price |
The conversion price was NT$22.5 per share at issuing. The conversionprice was adjusted to NT$21.54 since July29,2021. |
The Company convertible bonds have been converted into common stocks of 4,011 thousand shares and $46,684 thousand of capital surplus are recognized.
35
6.10.Long-term borrowings
1.The details are as follows:
| Bank | Borrowing period and terms | December 31,2021 |
December 31,2020 |
|---|---|---|---|
| $1,600,000) -) -) -) -) -) -) 680,000) 450,000) 150,000) -) -) 1,920,000) 200,000) 200,000) 400,000 |
$1,440,000) 600,000) 300,000) 400,000) 200,000) 300,000) 300,000) 911,500) 450,000) 200,000) 500,000) 250,000) 1,920,000) 200,000) -) -) |
36
| Bank | Borrowing period and repayment term | December 31,2021 |
December 31,2020 |
|---|---|---|---|
| Cathay United Bank Taichung Commercial Bank Total Interest rate range |
2020/12/22-2023/02/28 applying credit loan 2021/12/16-2023/12/16 applying credit loan |
- - |
100,000 200,000 |
| $5,600,000) | $8,271,500) | ||
| 0.73%~1.79% | 0.92%~1.79% |
-
2.Guarantee syndicated bank loans were obtained to fulfill the Company’s mid-term working capital and to improve the financial structure. According to loan agreements, the Company shall maintain its current ratio, tangible net worth and interest coverage ratio during the loan periods.
-
3.Certain long-term borrowings were to satisfy the demands of the Company’s mid-term working capital and to improve the financial structure. According to loan agreements, the Company shall maintain its debt ratio, net asset and interest coverage ratio during the loan periods.
-
4.Assets pledged as collateral please refer to Note 8 for details.
6.11. Operating leases
1.Lessor
The Company acts as a lessor to rent investment properties under operating lease. For related information, please refers to note 6.7 for more details.
Maturity analysis of lease payments for undiscounted lease payments to be received after the reporting date are as follows:
| Under 1 year 1~ 2 years 2~3 years 3~4 years 4~5 years Over 5 years Total |
December 31,2021 $49,890 45,520 19,930 15,166 15,166 26,855 $172,527 |
December 31,2020 |
|---|---|---|
| $ 72,131 25,310 22,393 11,084 3,600 17,400 |
||
| $151,918 |
37
6.12. Pensions
Effective July 1, 2005, the Company has defined contribution pension plans set up according to the Labor Pension Act. 6% of employees’ monthly salaries are contributed to each individual account governed by Bureau of Labor Insurance. Pension cost of $652 thousand and $620 thousand are recognized for the years ended December 31, 2021 and 2020, respectively.
6.13. Share capital
| Share capital | ||
|---|---|---|
| Authorized share capital Capital stock Issued |
December 31,2021 $12,000,000 $9,131,067 |
December 31,2020 |
| $12,000,000 | ||
| $9,093,510 |
As of December 31, 2021, the Company’s common stock was 9,131,067 thousand and outstanding common shares was 913,107 thousand shares with par value of $10 (in dollars) per share.
As of December 31, 2021, the Company’s convertible bonds of $86,400 thousand have been converted into common stocks, among which 3,756 thousand shares have completed the registration proceedures and remaining 255 thousand shares are waiting for registration approval.
6.14. Capital surplus
1.Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations should only be used to offset accumulated deficit, to issue new stocks or to pay out as cash dividend to shareholders, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital surplus used to issue new stocks should not exceed 10% of the paid-in capital each year.
- 2.Capital surplus on December 31, 2021 and 2020 are as follows:
| Treasury stock transactions Changes in shareholding - subsidiaries and associates accounted for under equity method Difference between the proceeds and carrying amount for the acquisition or disposal of subsidiaries Stock options of convertible bonds Convertible bonds premium Restricted stock Merger premium Total |
December 31,2021 $392,378 1,333,630 550,965 77,332 46,684 1,368 53,124 $2,455,481 |
December 31,2020 |
|---|---|---|
| $288,582 1,143,724 545,327 - - 1,368 53,124 |
||
| $2,032,125 |
38
6.15. Retained earnings
1.Legal reserve
The legal reserve is for making good the deficit (or loss) of the Company. However, when the Company incurs no loss, it may, pursuant to a resolution of shareholders' meeting, distribute 25% of the amount that legal reserve exceeds the total capital by issuing new shares or paid out cash as dividends.
2.Special reserve
-
(1) In accordance with the regulations, the Company shall set aside special reserve equal to the net debit balance of other equity items at the end of the reporting period before distributing earnings. When the net debit balance of other equity items is reversed subsequently, the reversed amount should be included in the distributable earnings.
-
(2) The amounts previously set aside by the Company as special reserve on initial application of IFRSs in accordance with FSC NO. 1010012865 regulations on April 6, 2012 shall be reversed proportionately when the relevant assets are used, disposed or reclassified subsequently. Such amounts are reversed upon disposal or reclassified if the assets are investment property of land, and reversed over the use period if the assets are investment property other than land.
-
(3) On the initial application of fair value model to investment properties, the Company appropriated for a special reserve on initial application of IFRSs in accordance with FSC No. 1030006415 issued on March 18, 2014 at the amount that were the same as the net increase arising from fair value measurement and transferred to retained earnings. Additional special reserve should be appropriated for subsequent net increase in fair value. The amount appropriated may be reversed to the extent that the cumulative net increases in fair value decrease or on the disposal of investment property.
-
(4) The special reserves on December 31, 2021 and 2020 are as follows:
| Securities Exchange Act requirement IFRSs first adoption Changes in share interests of investee Fair value adjustment of investment property Total |
December 31,2021 | December 31,2020 |
|---|---|---|
| $2,507,949 61,004 250,198 2,746,864 |
$1,210,783 61,004 252,989 2,543,314 |
|
| $5,566,015 | $4,068,090 |
39
-
3.Distribution of retained earnings
-
(1) According to the Company’s articles of incorporation, annual earnings after income tax shall be first used to offset previous deficit, set aside 10% of the remaining amount as legal reserve and set aside or reverse a special reserve according to relevant regulations. Any remaining balance shall be allocated according to the resolution of shareholders’ meeting.
The Company’s dividend policy considers the development plan, investment environment, working capital needs, competition and shareholder’s interest. Cash dividends shall be at least 10% of the total distribution.
-
(2) Information about the earning appropriations proposed by the Board of Directors for the year 2021, please refer to the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
-
(3) Information about the earning appropriations proposed by the Board of Directors and resolved by the stockholders for the year 2020, please refer to the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
-
(4) Information relate to employee’s bonuses and director’s remuneration, please refer to Note 6.20.
6.16. Treasury stock
| Treasury stock | |||||
|---|---|---|---|---|---|
| Subsidiary name MFB Mercuries General Media, Inc.(MGM) Mercuries Harvest Co., Ltd.(MH) Total Subsidiary name MFB MGM MH Total |
December | 31,2021 | |||
| Shares (Thousand shares) |
Market price (dollars) |
Total Market price |
Treasury shares amount |
||
| 39,630 | $22.65 | $897,618 | $403,974 | ||
| 2,914 | 22.65 | 65,994 | 26,264 | ||
| 5,629 | 22.65 | 127,493 | 58,041 | ||
| 48,173 | $1,091,105 | $488,279 | |||
| December | 31,2020 | ||||
| Shares (Thousand shares) 43,985 2,914 5,629 52,528 |
Market price (dollars) $20.70 20.70 20.70 |
Total Market price |
Treasury shares amount |
||
| $910,489 60,312 116,517 |
$448,367 26,264 58,041 |
||||
| $1,087,318 | $532,672 |
MFB sold of 4,355 thousand shares of the Company in 2021.
40
6.17.Other equity
| January 1, 2021 The Company Subsidiaries and associates December 31, 2021 |
Exchange differences arising on translation of foreign operations |
Unrealized gain (loss) on financial assets at FVOCI |
Other comprehensive income (loss) on reclassification under the overlay approach |
Unearned employee benefit |
Total |
|---|---|---|---|---|---|
| $(16,259) (477) (3,863) |
$99,710 (27,250) (414,653) |
$(3,177,107) - (842,160) |
$6,643 - - |
$(3,087,013) (27,727) (1,260,676) |
|
| $(20,599) | $(342,193) | $(4,019,267) | $6,643 | $(4,375,416) |
| January 1, 2020 The Company Subsidiaries and associates December 31, 2020 |
Exchange differences arising on translation of foreign operations |
Unrealized gain (loss) on financial assets at FVOCI |
Other comprehensive income (loss) on reclassification under the overlay approach |
Unearned employee benefit |
Total |
|---|---|---|---|---|---|
| $(16,180) 2,422) (2,501) |
$79,948 (64,049) 83,811 |
$(1,810,452) - (1,366,655) |
$6,643 - - |
$(1,740,041) (61,627) (1,285,345) |
|
| $(16,259) | $99,710) | $(3,177,107) | $6,643 | $(3,087,013) |
6.18.Operating revenue
| Leasing revenue Share of profit of subsidiaries, associates and joint ventures accounted for under equity method Dividend revenue Gain (loss) on liquidation Other revenue Total |
2021 $78,531 1,673,294 9,726 - - $1,761,551 |
2020 $84,810 1,501,212 24,315 (1,067) 1,429 $1,610,699 |
|---|---|---|
41
6.19. Other gains and losses
| Gain on financial liability at fair value through profit or loss Gain on fair value adjustment of investment property Gains on disposal of investment property Loss on disposal of property, plant and equipment Other losses Total |
2021 $2,898 105,945 216,296 (1,537) (12,133) $311,469 |
2020 |
|---|---|---|
| $- 20,489 - (265) (16,905) |
||
| $3,319 |
6.20. Employee benefit
| Subject Wages and salaries Labor and health insurance Pension Director’s remuneration Other employee benefit |
2021 $56,726 1,213 947 10,900 443 |
2020 |
|---|---|---|
| $48,767 996 915 8,500 373 |
The company had 23 and 18 employees for the year ended December 31, 2021 and 2020 which included 8 and 7 directors, respectively.
-
1.According to Company’s Articles of Incorporation, it shall allocate no less than 1% of annual profit as bonuses to employees, and no more than 1% of annual profit as remuneration to directors, respectively, pursuant to the resolution of the boards of directors. However, the accumulated deficits should be covered first.
-
2.For the year ended December 31, 2021 and 2020, the employee bonus and directors remuneration were accrued at $31,100 thousands and $23,900 thousands. These amounts were recognized as salary expenses. Employee’s bonuses and director’s remuneration for 2020 had been approved by the shareholders meeting with no difference to the accrued amount in the financial statements ended December 31, 2020.
-
3.The information about employee’s bonus and director’s remuneration of the Company will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
42
6.21. Income tax expense (benefit)
1. Income tax expense
| 1. Income tax expense | |
|---|---|
| 2021 Current income tax expense $- Additional tax on unappropriated earnings - Income tax adjustment on prior years (4,956) Total current income tax expense (benefit) (4,956) Deferred income tax Origination and reversal of temporary differences (10,175) Income tax expense (benefit) $(15,131) 2. Reconciliation between income tax expense and accounting profit 2021 Tax calculated based on profit before tax at statutory tax rate $375,026 Effects from items disallowed by tax regulations (375,026) Effects from income tax on deferred income assets (10,175) Additional 5% tax on unappropriated earnings - Income tax adjustment on prior years (4,956) Income tax expense (benefit) $(15,131) |
2020 |
| $- 75,838 (19,788) |
|
| 56,050 5,635 |
|
| $61,685 | |
| 2020 | |
| $291,873 (291,873) 5,635 75,838 (19,788) |
|
| $61,685 |
- Deferred tax assets or liabilities as a result of temporary difference are as follows:
| 2021 | 2021 | 2021 | ||||||
|---|---|---|---|---|---|---|---|---|
| Recognized in | ||||||||
| Recognized in profit or |
other comprehensive |
Recognized | Income | |||||
| January1 | loss | income | in equity | taxpaid | December 31 | |||
| Temporary differences: | ||||||||
| Investment property | $(249,167) | $10,122 | $- | $- | $97,206 | $(141,839) | ||
| Land value increment tax | (8,153) | - | - | - | - | (8,153) | ||
| Other | (1,838) | 53 | - | - | - | (1,785) | ||
| Total | $(259,158) | $10,175 | $- | $- | $97,206 | $(151,777) | ||
| Presented on balance sheet: | ||||||||
| Deferred tax assets | $- | $- | ||||||
| Deferred tax liabilities | (259,158) | (151,777) | ||||||
| $(259,158) | $(151,777) |
43
2020
| 2020 | ||||||
|---|---|---|---|---|---|---|
| Recognized in profit or |
Recognized in other comprehensive |
Recognized | December | |||
| January1 | loss | income | in equity | 31 | ||
| Temporary differences: | ||||||
| Investment Property | $(243,479) | $(5,688) | $- | $- | $(249,167) | |
| Land value increment |
(8,153) | - | - | - | (8,153) | |
| tax | ||||||
| Other | (1,891) | 53 | - | - | (1,838) | |
| Total | $(253,523) | $(5,635) | $- | $- | $(259,158) | |
| Presented on balance sheet: | ||||||
| Deferred tax assets | $- | $- | ||||
| Deferred tax liabilities | (253,523) | (259,158) | ||||
| $(253,523) | $(259,158) |
- The amounts of deductible temporary difference that are not recognised as deferred tax assets are as follows:
| Deductible temporary difference | December 31, 2021 $108,452 |
December 31, 2020 |
|---|---|---|
| $106,087 |
- Income tax returns of the Company through 2019 has been assessed and approved by the Tax Authority.
44
| 6.22. | Earnings per share 2021 |
Amount after tax $1,890,261 1,890,261 14,118 $1,904,379 Amount after tax $1,397,680 1,397,680 $1,397,680 |
Weighted average number of ordinary shares outstanding (in thousands) |
Earnings per share (in dollar) |
|---|---|---|---|---|
| Net profit Basic earnings per share Profit or (loss) attributable to common shareholders Assumed conversion of all dilutive potential common shares Employee bonus Convertible bonds Diluted earnings per share Current profit (loss) attributable to common shareholders plus assumed conversion of all dilutive potential common shares 2020 |
862,551 1,070 105,786 |
$2.19 | ||
| $1.96 | ||||
| 969,407 | ||||
| Weighted average number of ordinary shares outstanding (in thousands) |
Earnings per share (in dollar) |
|||
| Net profit Basic earnings per share Profit or (loss) attributable to common shareholders Assumed conversion of all dilutive potential common shares Employee bonus Diluted earnings per share Current profit (loss) attributable to common shareholders plus assumed conversion of all dilutive potential common shares |
857,203 1,238 |
$1.63 | ||
| $1.63 | ||||
| 858,441 |
45
After the retrospective adjustment, the weighted average number of ordinary shares outstanding is calculated as follows:
| At January 1 Increase: Retained earning converted into common stock, 2020 Increase: Conversion of convertible bonds Decrease: Shares held by the subsidiaries Total |
2021 909,351 - 992 (47,792) 862,551 |
2020 |
|---|---|---|
| 826,683 82,668 - (52,148) |
||
| 857,203 |
The pro forma net income and earnings per share if accounting for treasure stock had not been adopted are as follows:
| Profit attributable to common shareholders Weighted average shares outstanding in basic earnings per share Basic earnings per share (in dollars): Net Profit from continuing operations |
2021 $1,938,232 910,343 $2.13 |
2020 |
|---|---|---|
| $1,445,087 909,351 $1.59 |
The information of treasury stocks hold by subsidiaries, please refer to note 6.16.
7. RELATED-PARTY TRANSACTIONS
7.1. Related parties
| Names of relatedparties MA MDS MLI MFB MF&B |
Relationshipwith the Company |
|---|---|
| Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
46
| Names of relatedparties MLF MGM SCI Mercuries Insurance Agency Co., Ltd.(MIA) SD(Note1) SMR Horizon Securities Co., Ltd(HS) |
Relationshipwith the Company |
|---|---|
| Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Associate |
Note 1:SD has been restructured from a joint venture to a subsidiary on December 22, 2020.
7.2. Significant transactions and balances with related parties
7.2.1. Rent revenues
| Subsidiary 7.2.2. Other income Subsidiary Joint venture Total 7.2.3. Service revenues Joint venture 7.2.4. Other expenses Associate |
2021 $30,352 2021 $21,368 - $21,368 2021 $- 2021 1,110 |
2020 |
|---|---|---|
| $31,527 | ||
| 2020 | ||
| $29,994 2,010 |
||
| $32,004 | ||
| 2020 | ||
| $1,429 | ||
| 2020 | ||
| 1,111 |
47
7.2.5.Accounts receivables (payables)-related parties
(1) Accounts receivables
| (1) Accounts receivables | ||
|---|---|---|
| Subsidiary (2) Accounts payables Subsidiary Associate Total .Deposits received Subsidiary |
December 31, 2021 $2,799 December 31, 2021 $4 84 $88 December 31, 2021 $90 |
December 31, 2020 |
| $904 | ||
| December 31, 2020 | ||
| $770 84 |
||
| $854 | ||
| December 31, 2020 | ||
| $870 |
7.2.6.Deposits received
7.2.7.Bonds payable
The amounts of MLI’s first perpetual cumulative subordinated corporate bonds held by the Company are as follows:
| Company are as follows: | ||
|---|---|---|
| Subordinated corporate bond The above transactions of interest revenue are as Interest revenue 7.2.8.Key management compensation Salaries and other short-term employee benefit |
December 31, 2021 $250,000 follows: 2021 $2,554 2021 $31,763 |
December 31, 2020 $- |
| 2020 $- |
||
| 2020 $30,023 |
48
8. PLEDGED ASSETS
Assets provided by the Company for business purposes are as follows:
Book Value
| Assets December 31,2021 December 31,2020 Purpose MLI common stock $2,966,899 $3,220,710 As a guarantee for credit line Time deposits - 600 As a guarantee for sales performance Total $2,966,899 $3,221,310 SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS December 31,2021 December 31,2020 Promissory notes for borrowing from financial institutions. $10,980,000 $10,240,000 Endorsements/guarantees to subsidiary $200,000 $- |
Assets December 31,2021 December 31,2020 Purpose MLI common stock $2,966,899 $3,220,710 As a guarantee for credit line Time deposits - 600 As a guarantee for sales performance Total $2,966,899 $3,221,310 SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS December 31,2021 December 31,2020 Promissory notes for borrowing from financial institutions. $10,980,000 $10,240,000 Endorsements/guarantees to subsidiary $200,000 $- |
|---|---|
| Promissory notes for borrowing from financial institutions. Endorsements/guarantees to subsidiary |
December 31,2021 $10,980,000 $200,000 |
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS
10. SIGNIFICANT DISASTER LOSS: None
11. SIGNIFICANT SUBSEQUENT EVENTS :
The Company has resloved by board of directors to participate in MLI’s cash capital increment and acquire 136,198 thousand shares with a consideration of 1,116,820 thousands on March 11, 2022.
12.OTHERS
12.1. Capital management
The objectives of capital management is to maintain capital structure, reduce capital cost and continue to operate at the maximum interests of shareholders.
12.2. Financial instruments
- I. Fair value information of financial instruments
The Company does not disclose the fair value for short-term financial instruments, such as cash equivalents, notes receivable, accounts receivables, other receivables, FVOCI, other financial assets, bank borrowings, other payables and other liabilities, etc. Since these financial instruments have relatively shorter maturity date, their carrying amount can be fairly presented as the fair values, the Company does not disclose the fair value. Furthermore, the fair values information of financial assets and financial liabilities were summarized at note 12.3.
49
II. Financial risk management policies
-
(1) The Company’s activities expose to a variety of financial risk including market risk (foreign exchange risk, interest risk and price risk), credit risk and liquidity risk. The Company’s overall risk management policies focuse on the unpredictable areas of financial markets and seek to minimize potential adverse effects on the Company’s financial position and financial performance.
-
(2) Risk management is carried out by a central finance department under policies approved by the Board of Directors. The general administration division identifies, evaluates and hedges financial risks to cooperate with the business operating units.
-
III. Significant financial risks and degrees of financial risks
-
(1) Market risk
-
A. Foreign currency risk
-
l The operation of the Company is affected by the exchange rate risks arising from various currencies, but the main risk is from the currency USD and JPY. The related exchange rate risk comes from recognized assets and liabilities denominated in foreign currencies.
-
l The Company businesses involve some non-functional currency operations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations are as follows:
-
-
| ollows: | |||
|---|---|---|---|
| Financial assets Investments accounted for under equity method USD Financial assets Investments accounted for under equity method USD |
December 31,2021 | ||
| Foreign currency amount |
Exchange rate |
NTD | |
| $16,521 | |||
| Foreign currency amount |
Exchange rate |
NTD | |
| $597 | 28.48 | $16,999 | |
50
B. Foreign exchange sensitivity analysis
The following table shows the impact of 1% fall in the exchange rates of the local currencies to New Taiwan Dollar.
| Currency | Exchange rate changes |
Effect on profit or loss | Effect on profit or loss | Effect on equities | Effect on equities |
|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||
| USD | -1% | - | - | (165) | (170) |
- C. Price risk
The Company is exposed to equity securities price risk of investments held and classified on the balance sheet of FVOCI. The Company is not exposed to commodity price risk.
D. Interest rate risk
Interest risk of the Company is from long-term borrowings and the cash flow risk is effected by floating interest rate.
(2) Credit risk
-
A. Credit risk is the risk of financial loss resulting from the inability of the client or counterparty to the financial instrument to perform its contractual obligations. Credit risk comes from cash and deposits held in banks, accounts receivable and committed transactions that have not yet been received. Banks and financial institutions with good credit ratings can be accepted as trading targets.
-
B. Management does not expect any significant losses due to non-performance by counterparties in 2021 and 2020.
(3) Liquidity risk
- A. Cash flow forecasting is performed and aggregated by the general administration department of the Company with monitoring rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times, so that the Company does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Company’s debt financing plans, covenant compliance, compliance with internal balance sheet’s ratio targets.
51
- B. The table below analyses the Company’s non-derivative financial liabilities based on the remaining period at the end of the reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
| flows. | |||||
|---|---|---|---|---|---|
| December 31,2021 | Book value | Contractual cash flows |
Less than 1 year |
1~ 5years | Over 5 years |
| Other payables Other financial liabilities Bonds payable Long-term borrowings |
$69,699 7,307 2,151,380 5,600,000 |
$69,699 7,307 2,213,600 5,600,000 |
$69,699 - - 5,600,000 |
$- 7,307 2,213,600 - |
$- - - - |
| December 31,2020 | Book value | Contractual cash flows |
Less than 1 year |
1~ 5years | Over 5 years |
|---|---|---|---|---|---|
| Other payables Other financial liabilities Long-term borrowings |
$57,860 13,946 8,271,500 |
$57,860 13,946 8,271,500 |
$57,860 - 8,271,500 |
$- 13,946 - |
$- - - |
12.3. Fair value estimation
-
The table below analyses financial instruments measured at fair value using valuation method. The different levels have been defined as follows:
-
Level 1: Fair value of financial instruments classified in Level 1 is based on the quoted price for an identical financial instrument in an active market. The definition of active market includes all of the following conditions: A) the products traded in the market are homogeneous, B) willing parties are available anytime in the market, and C) price information is available for the public.
-
Level 2: Fair value of financial instruments classified in Level 2 is based on inputs other than quoted prices in active markets including observable input parameters obtained either directly (i.e., as prices) or indirectly (i.e., derived from prices) in active markets. Examples of observable inputs are as follows:
52
-
i) The quoted price for a similar financial instrument in an active market means the market transaction price for a similar financial instrument based on its characteristics and terms of transaction. The fair value of a financial instrument has to be adjusted according to the observable market price of the identical financial instrument. The reasons for adjustments include time lag of the market transaction prices for an identical financial instrument, wherein the quoted price does not represent the fair value at the measurement date. The reasons also include the difference in transaction terms for financial instruments, transaction prices involving related parties, and the relationship between the observable transaction prices of identical financial instruments and the market prices of held financial instruments.
-
ii) The quoted market price of an identical or similar financial instrument in an inactive market.
iii)The fair value is estimated on the basis of the results of a valuation technique, and the market inputs (i.e., interest rate, yield curve, and volatility rate) used are based on data obtainable from the market. An observable input can be derived from market data and reflects the expectation of market participants when it is used in evaluating the prices of financial instruments.
-
iv)A majority of the inputs are derived from observable market data, or the input correlation can be tested based on observable market data.
-
Level 3
:Input for a fair value measurement for a financial instrument in Level 3 is not based on data obtainable from the market. An unobservable input, such as volatility for a share option derived from the share’s historical price, does not generally represent current market expectations about future volatility.
| Financial instruments measured at fair value |
December 31,2021 | December 31,2021 | ||
|---|---|---|---|---|
| Total | Level 1 | Level 2 | Level 3 | |
| Non-derivative financial instruments Assets: Financial assets at FVOCI: Common stock Venture capital Preferred stock |
$44,199 11,640 30,650 |
$127 - - |
$- - - |
$44,072 11,640 30,650 |
53
| Financial instruments measured at fair value |
December 31,2020 | December 31,2020 | ||
|---|---|---|---|---|
| Total | Level 1 | Level 2 | Level 3 | |
| Non-derivative financial instruments Assets: Financial assets at FVOCI: Common stock Venture capital Preferred stock |
$66,543 11,634 36,674 |
$110 - - |
$- - - |
$66,433 11,634 36,674 |
There was no significant transfer between the first and second levels for the years ended December 31, 2021 and 2020.
2. Fair value information of significant unobservable impacts (Level 3)
The following table shows the valuation techniques used in the determination of fair values within Level 3, as well as the significant unobservable inputs used in the valuation models:
| Valuation technique |
Significant unobservable inputs |
Inter-relationship between significant unobservable inputs and fair value measurement |
|---|---|---|
| Market comparison method |
Liquidity discount rate 2021 and 2020: 20%~35% |
Inverse relationship |
- Classification process of Level 3 fair value
The Company’s general administration department is responsible to verify the fair values of the assets based on independent sources that reflect the nearest market conditions. The Company ensure that the information used is independent, reliable, and coherent with other resources and represent exercisable prices. Also, the Company policy requires that these fair values are analyzed for remeasurement and reassessment on each reporting date to ensure that the fair values are reasonable.
54
- Sensitivity analysis of Level 3 fair value
While the Company’s measurement of fair value on financial assets are reasonable, these fair values might differ, should a different valuation model be used as its measurement method. The following table describes the impact to the profit or loss and other comprehensive income should change in the inputs be used on Level 3 financial assets.
December 31, 2021
| Financial assets measured at FVOCI -Unquoted shares -Venture capital |
Input | Increase or decrease in input |
Impact of changes in fair value on profit loss |
Impact of changes in fair value on profit loss |
Impact of changes in fair value on Other comprehensive income |
Impact of changes in fair value on Other comprehensive income |
|---|---|---|---|---|---|---|
| Positive impact |
Negative impact |
Positive impact |
Negative impact |
|||
| Variable discount rate Variable discount rate |
1% 1% |
$- - |
$- - |
$87 29 |
$(87) (30) |
| Financial assets measured at FVOCI -Unquoted shares -Venture capital |
December 31,2020 | December 31,2020 | December 31,2020 | |||
|---|---|---|---|---|---|---|
| Input | Increase or decrease in input |
Impact of changes in fair value on profit loss |
Impact of changes in fair value on Other comprehensive income |
|||
| Positive impact |
Negative impact |
Positive impact |
Negative impact |
|||
| Variable discount rate Variable discount rate |
1% 1% |
$- - |
$- - |
$164 29 |
$(165) (29) |
55
12.4. Financial instruments not measured at fair value
The Company’s financial instruments not measured at fair value are listed in the table below. Other than cash and cash equivalent, receivables / payables, refundable deposit and guarantee deposits received, whose values are reasonably closed to their fair value, as well as lease liabilities, disclosure of fair value is not required. The fair value of financial instruments and non-financial assets not measured at fair value are as follows:
| Assets and liabilities | December 31,2021 | December 31,2021 | ||
|---|---|---|---|---|
| Total | Quoted prices in active markets for identical assets (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
|
| Financial Assets: Financial assets measured at amortized costs |
$225,980 | $- | $225,980 | $- |
13.SUPPLEMENTARY DISCLOSURES
13.1. Significant transactions information
-
1.Loans to others: Appendix 1.
-
2.Provision of endorsements and guarantees to others: Appendix 2.
-
3.Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Appendix 3.
-
4.Marketable securities acquired and disposed of at costs or prices of at least $300 million or 20% of the paid-in capital: None
-
5.Acquisition of individual real estate properties at costs of at least $300 million or 20% of the paid-in capital: Appendix 4.
-
6.Disposal of individual real estate properties at prices of at least $300 million or 20% of the paid-in capital: Appendix 5.
-
7.Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: None
-
8.Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None
56
-
9.Derivative financial instruments undertaken during the year ended December 31, 2020: Appendix 8.
-
10.Information on investees: Appendix 6.
13.2. Information on investments in Mainland China
- 1.The Company has resolved by the board of directors to invest USD 5,000 thousand in Foodservice, and further invested in Mercuries Bakery (shanghai) Ltd. (MB Shanghai) through Foodservice. The investment was approved by the Investment Commission MOEA No. 10100187460 on May 14, 2012 and No. 10000491270 on November 18, 2011.
MB Shanghai seased its operation and liquidated on December 18, 2019. The remaining assets of USD 174 thousand has been repatriated to Foodservice. This liquidation had been approved and verified by the Investment Commission MOEA No. 10900238140 on August 25, 2020.
- 2.The Company has resolved by the board of directors to invest USD 5,000 thousand in Tastynoodle, and further invested in Mercuries Foodservice (Shanghai) Ltd. (MF Shanghai) through Tastynoodle. The investment was approved by the Investment Commission MOEA No. 1010018747 on May 14, 2012 and No. 10000491290 on November 18, 2011.
MF Shanghai seased its operation and liquidated on October 30, 2019. The remaining assets of USD 27 thousand has been repatriated to Tastynoodle. This liquidation had been approved and verified by the Investment Commission MOEA No. 10900258870 on October 12, 2020.
- 3.The Company has resolved by the board of directors to invest USD 5,000 thousand in Family Shoemart, and further invested in Mercuries Rich Ltd. (MR) through Family Shoemart. The investment was approved by the Investment Commission MOEA No. 10100184740 on May 14, 2012 and No. 10000491290 on November 18, 2011.
MR seased its operation and liquidated on July 27, 2020. The remaining assets of USD 390 thousand has been repatriated to Family Shoemart. This liquiation had been approved and verified by the Investment Commission MOEA No. 10900320080 on November 10, 2020.
- 4.The Company’s investment type, amount and shareholding in Mainland China, please refer to appendix 7.
57
13.3. Information on major shareholders :
Information on major shareholders: |
||
|---|---|---|
| Shareholding Shareholder's Name |
Shares | Percentage |
| Shang Lin Investment Co., Ltd. | 187,146,480 | 20.48% |
| Shu Ren Investment Co., Ltd. | 129,054,542 | 14.12% |
| Shang Hung Investment Co., Ltd. | 60,101,185 | 6.58% |
| Shu Feng Investment Co., Ltd. | 51,282,811 | 5.61% |
-
1.The major shareholders information was from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialized form which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded in the financial statements may differ from the actual number of shares issued in dematerialized form because of a different calculation basis.
-
2.If the aforementioned data contains shares which were kept in trust by the shareholders, the data disclosed was the settlor’s separate account for the fund set by the trustee. As for the shareholder who reports share equity as an insider whose shareholding ratio is greater than 10% in accordance with Securities and Exchange Act, the shareholding ratio includes the self-owned shares and trusted shares, at the same time, persons who have power to decide how to allocate the trust assets. For the information of reported share equity of insider, please refer to Market Observation Post System.
58
| Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
Appendix 1 Loans to others UNIT :NTD(In Thousands) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number (Note 1) |
Creditor | Borrower | Financial statement account (Note 2) |
Related party |
Maximum outstanding balance during the year ended December 31, 2021 (Note 3) |
Balance at December 31, 2021 (Note 8) |
Actual amount drawn down |
Interest rate |
Nature of loan (Note 4) |
Amount of transaction s with the borrower (Note 5) |
Reason or short-term financing (Note 6) |
Allowance for doubtful accounts |
Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
|
| Item | Value | |||||||||||||||
| 1 | MERCURIES DATA SYSTEMS LTD. |
Mercuries Information Systems International |
Other receivables |
Yes | $20,000 | - | - | 1.75% | 2 | - | Working capital |
- | - | - | $228,288 | $913,152 |
Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:
-
(1)The parent company is ‘0’.
-
(2)The subsidiaries are numbered in order starting from ‘1’.
Note 2: Fill in the name of account in which the loans are recognized, such as receivables–related parties, current account with shareholders, prepayments, temporary payments, etc.
Note 3: Fill in the maximum outstanding balance of loans to others for the year ended December 31, 2021.
Note 4: The column of ‘Nature of loan’ shall fill in “1” for ‘Business transaction’ or “2” for ‘Short-term financing’.
Note 5: Fill in the amount of business transactions when nature of the loan is related to business transactions, which is the amount of business transactions occurred between the creditor and borrower in the current year. Note 6: Fill in the purpose when nature of loan is for short-term financing, for example, repayment of loan, acquisition of equipment, working capital, etc.
-
Note 7: Fill in limit on loans granted to a single party and ceiling on total loans granted as prescribed in the creditor company’s “Procedures for Provision of Loans”, and state each individual party to which the loans have been provided and the calculation for ceiling on total loans granted in the footnote.
-
(1)The nature of the loan is related to business transaction of MDS. Amount of the loan cannot exceed the amount of business transactions.
-
(2)Nature of the loan is related to financing necessity, total amount of loan cannot exceed 10% of net asset of MDS and the aggregate amount cannot exceed 40% of net asset of MDS.
-
Note 8: The amounts of funds to be loaned to others which have been approved by the Board of Directors of a public company in accordance with Article 14, Item 1 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” should be included in its published balance of loans to others at the end of the reporting period to reveal the risk of loaning the public company bears, even though they have not yet been appropriated. However, this balance should exclude the loans repaid when repayments are done subsequently to reflect the risk adjustment. In addition, if the board of directors of a public company has authorized the chairman to loan funds in instalments or in revolving within certain lines and within one year in accordance with Article 14, Item 2 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies”, the published balance of loans to others at the end of the reporting period should also include these lines of loaning approved by the Board of Directors, and these lines of loaning should not be excluded from this balance even though the loans are repaid subsequently, for taking into consideration they could be loaned again thereafter.
59
Appendix 2 Provision of endorsements and guarantees to others:
UNIT:NTD (In Thousands) |
UNIT:NTD (In Thousands) |
UNIT:NTD (In Thousands) |
UNIT:NTD (In Thousands) |
UNIT:NTD (In Thousands) |
UNIT:NTD (In Thousands) |
UNIT:NTD (In Thousands) |
UNIT:NTD (In Thousands) |
UNIT:NTD (In Thousands) |
UNIT:NTD (In Thousands) |
UNIT:NTD (In Thousands) |
UNIT:NTD (In Thousands) |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number (Note 1) |
Endorser/ guarantor |
Party being endorsed/guaranteed |
Limit on endorsement/ guarantees provided for a single party (Note 2,4) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2021 |
Outstanding endorsement/ guarantee amount at December 31,2021 |
Actual Amount Drawn down |
Amount of endorsement/ guarantees secured with collateral |
Ratio of accumulate endorsement/ guarantee amount to net asset value of the endorser/ guarantor company |
Ceiling on total amount of endorsements/ guarantees provided (Note 3,4) |
Provision of endorsement/ guarantees by parent company to subsidiary |
Provision of endorsement/ guarantees by subsidiary to parent company |
Provision of endorsement / guarantees to the party in Mainland China |
|
| Company name | Relationship with the endorser/ guarantor (Note 1) |
||||||||||||
| 0 | MERCURIES & ASSOCIATES HOLDING, LTD. |
SANYOU DRUGSTORES, LTD. |
2 | $2,958,126 | $200,000 | $200,000 | $- | - | 1.01% | $5,916,252 | Y | N | N |
| 1 | MERCURIES DATA SYSTEMS LTD. |
MERCURIES DATA SYSTEMS LTD.(Note 5) |
1 | 456,576 | 8,000 | 8,000 | 8,000 | - | 0.35% | 1,141,440 | N | N | N |
Note 1: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following six categories:
- (1)Business transaction.
(2)The endorser/guarantor parent company owns directly more than 50% voting shares of the endorsed/guaranteed subsidiary.
(3)The endorser/guarantor parent company and its subsidiaries jointly own more than 50% voting shares of the endorsed/guaranteed company.
(4)The endorsed/guaranteed parent company directly or indirectly owns more than 50% voting shares of the endorser/guarantor subsidiary.
-
(5)Mutual guarantee as required by the construction contract.
-
(6)Due to joint venture, each shareholder provides endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.
-
Note 2: Limit on provision of endorsements and guarantees to others granted to a single party cannot exceed 15% of the total net profit of the most recent financial statement.
-
Note 3: Total amount of provision of endorsements and guarantees to others cannot exceed 30% of total net profit of the most recent financial statement.
-
Note 4: 1.The total amount of accumulated external endorsements by the subsidiary MDS shall not exceed 50% of the net value of the latest financial statements of its verified by accountants.
-
2.The amount of the endorsement guarantee of the subsidiary MDS to a single enterprise shall not exceed 20% of the net value of the latest financial statements of the subsidiary its verified by an accountant.
Note 5: The MDS needs to procedure for handling endorsement/guarantee because of Import and export goods. It is endorsed by the MDS and guaranteed by the bank to issue a letter of guarantee to the customs.
60
Appendix 3 Holding of marketable securities at the end of the period
| Appendix 3 Holding of marketable securities at the end of the period | Appendix 3 Holding of marketable securities at the end of the period | Appendix 3 Holding of marketable securities at the end of the period | Appendix 3 Holding of marketable securities at the end of the period | Appendix 3 Holding of marketable securities at the end of the period | |||||
|---|---|---|---|---|---|---|---|---|---|
UNIT:NTD (In Thousands)/Thousand Shares |
|||||||||
| Securities held by | Marketable securities | Relationship with the securities issuer |
Financial statement account | As of December 31, 2021 |
Footnote |
||||
| Number of shares | Book value | Ownership (%) | Fair value | ||||||
| Mercuries & Associates Holding, Ltd. |
Common Stock | FIRST FINANCIAL HOLDING. | - | Financial assets at fair value through other comprehensive income-current |
5 | $127 | - | $127 | NA |
| Mercuries & Associates Holding, Ltd. |
Common Stock | CHIAO-FU REAL ESTATE MANAGEMENT CORP. |
- | Financial assets at fair value through other comprehensive income-non-current |
100 | 14,943 | 2.00% | 14,943 | NA |
| Mercuries & Associates Holding, Ltd. |
Common Stock | CONCORD VENTURE CAPITAL CO., LTD. |
- | Financial assets at fair value through other comprehensive income-non-current |
3,124 | 11,640 | 3.12% | 11,640 | NA |
| Mercuries & Associates Holding, Ltd. |
Common Stock | UNION OPTRONICS CORP. | - | Financial assets at fair value through other comprehensive income-non-current |
366 | 6,005 | 0.69% | 6,005 | NA |
| Mercuries & Associates Holding, Ltd. |
Common Stock | ADVANCE MATERIALS CORPORATION |
- | Financial assets at fair value through other comprehensive income-non-current |
2,093 | 19,135 | 1.78% | 19,135 | NA |
| Mercuries & Associates Holding, Ltd. |
Common Stock | SEMICONDUCTOR CO., LTD | - | Financial assets at fair value through other comprehensive income-non-current |
300 | 3,989 | 1.88% | 3,989 | NA |
| Mercuries & Associates Holding, Ltd. |
Preferred Stock | MAGICAP VENTURE CAPITAL CO., LTD. PREFERRED SHARES A |
- | Financial assets at fair value through other comprehensive income-non-current |
317 | 30,650 | 1.45% | 30,650 | NA |
| Mercuries & Associates Holding, Ltd. |
Common Stock | POWTEC ELECTROCHEMICAL CORPORATION |
- | Financial assets at fair value through other comprehensive income-non-current |
13,630 | - | 0.96% | - | NA |
| Mercuries & Associates Holding, Ltd. |
Common Stock | VEEGO CORPORATION | - | Financial assets at fair value through other comprehensive income-non-current |
400 | - | 2.22% | - | NA |
| Mercuries & Associates Holding, Ltd. |
Corporate bonds | MERCURIES LIFE INSURANCE CO., LTD. |
Investment accounted under the equity method |
Financial assets measured at amortized cost-non-current |
250 | 250,000 | - | 250,000 | NA |
| Mercuries & Associates, Ltd. |
Beneficiary certificates |
PHI FUND, L.P. FUND | - |
Financial assets at fair value through profit or loss-non- current |
- | 29,440 | - | 29,440 | NA |
| Mercuries & Associates, Ltd. |
Common Stock | ENERGENESIS BIOMEDICAL CO., LTD |
- | Financial assets at fair value through other comprehensive income-non-current |
354 | 14,006 | 0.53% | 14,006 | NA |
| Mercuries & Associates, Ltd. |
Preferred Stock | ACEPODIA INC. | - | Financial assets at fair value through other comprehensive income-non-current |
403 | 27,846 | 0.83% | 27,846 | NA |
61
Appendix 3 Holding of marketable securities at the end of the period
| Appendix 3 Holding of marketable securities at the end of the period | Appendix 3 Holding of marketable securities at the end of the period | Appendix 3 Holding of marketable securities at the end of the period | |||||||
|---|---|---|---|---|---|---|---|---|---|
UNIT:NTD (In Thousands)/Thousand Shares |
|||||||||
| Securities held by | Marketable securities | Relationship with the securities issuer |
Financial statement account | As of December 31, 2021 |
Footnote |
||||
| Number of shares | Book value | Ownership (%) | Fair value | ||||||
| Mercuries & Associates, Ltd. |
Corporate bonds | MERCURIES LIFE INSURANCE CO., LTD. |
Investment accounted under the equity method |
Financial assets measured at amortized cost-non-current |
60 | 60,000 | - | 60,000 | NA |
| Mercuries Data Systems Ltd. |
Common Stock | SHINEWAVE CO. LTD. | - |
Financial assets at fair value through other comprehensive income-non-current |
1,072 | 12,826 | 10.00% | 12,826 | NA |
| Mercuries Data Systems Ltd. |
Common Stock | EASYCARD INVESTMENT HOLDING CO., LTD. |
- | Financial assets at fair value through other comprehensive income-non-current |
2,299 | 69,016 | 2.21% | 69,016 | NA |
| Mercuries Data Systems Ltd. |
Common Stock | VEEGO CORPORATION | - | Financial assets at fair value through other comprehensive income-non-current |
600 | - | 3.33% | - | NA |
| Mercuries Data Systems Ltd. |
Common Stock | SHUN TAK HOLDINGS LIMITED | - | Financial assets at fair value through other comprehensive income-non-current |
490 | 4,900 | 19.69% | 4,900 | NA |
| Mercuries Data Systems Ltd. |
Common Stock | Piao Shi Jinghua | - | Financial assets at fair value through other comprehensive income-non-current |
- | 13,893 | 4.90% | 13,893 | NA |
| Mercuries Data Systems Ltd. |
Preferred Stock | TAISHIN FINANCIAL HOLDING CO., LTD. |
- | Financial assets at fair value through profit or loss-non- current |
2,000 | 106,200 | 0.40% | 106,200 | NA |
| Mercury Fu Bao Co., Ltd. |
Common Stock | ENERGENESIS BIOMEDICAL CO., LTD |
- | Financial assets at fair value through profit or loss-non- current |
654 | 29,312 | 0.99% | 29,312 | NA |
| Mercury Fu Bao Co., Ltd. |
Common Stock | CONCORD VENTURE CAPITAL CO., LTD. |
- | Financial assets at fair value through other comprehensive income-non-current |
4,686 | 17,482 | 4.69% | 17,482 | NA |
| Mercury Fu Bao Co., Ltd. |
Common Stock | SYSJUST CO., LTD | - | Financial assets at fair value through other comprehensive income-non-current |
114 | 8,067 | 0.43% | 8,067 | NA |
| Mercury Fu Bao Co., Ltd. |
Common Stock | MERCURIES & ASSOCIATES HOLDING, LTD. |
Investment accounted under the equity method to the holding company |
Financial assets at fair value through other comprehensive income-non-current |
39,630 | 897,618 | 4.34% | 897,618 | NA |
| Mercury Fu Bao Co., Ltd. |
Common Stock | POWTEC ELECTROCHEMICAL CORPORATION |
- | Financial assets at fair value through other comprehensive income-non-current |
4,697 | - | 0.33% | - | NA |
62
Appendix 3 Holding of marketable securities at the end of the period
| Appendix 3 Holding of marketable securities at the end of the period | Appendix 3 Holding of marketable securities at the end of the period | Appendix 3 Holding of marketable securities at the end of the period | Appendix 3 Holding of marketable securities at the end of the period | Appendix 3 Holding of marketable securities at the end of the period | |||||
|---|---|---|---|---|---|---|---|---|---|
UNIT:NTD (In Thousands)/Thousand Shares |
|||||||||
| Securities held by | Marketable securities | Relationship with the securities issuer |
Financial statement account | As of December 31, 2021 |
Footnote |
||||
| Number of shares | Book value | Ownership (%) | Fair value | ||||||
| Mercuries General Media, Inc. |
Common Stock | MERCURIES & ASSOCIATES HOLDING, LTD. |
Investment accounted under the equity method to the holding company |
Financial assets at fair value through other comprehensive income-non-current |
2,914 | 65,994 | 0.32% | 65,994 | NA |
| Mercuries Harvest Co., Ltd. |
Common Stock | MERCURIES & ASSOCIATES HOLDING, LTD. |
Investment accounted under the equity method to the holding company |
Financial assets at fair value through other comprehensive income-non-current |
5,629 | 127,493 | 0.62% | 127,493 | NA |
| SCI Pharmtech Inc. | Beneficiary certificates |
UPAMC JAMES BOND MONEY MARKET FUND |
- | Financial assets at fair value through profit or loss-current |
2,760 | 46,564 | - | 46,564 | NA |
| SCI Pharmtech Inc. | Beneficiary certificates |
NOMURA TAIWAN MONEY MARKET FUND |
- | Financial assets at fair value through profit or loss-current |
1,273 | 20,980 | - | 20,980 | NA |
| SCI Pharmtech Inc. | Beneficiary certificates |
YUANTA USD MONEY MARKET Fund USD |
- | Financial assets at fair value through profit or loss-current |
99 | 29,358 | - | 29,358 | NA |
| SCI Pharmtech Inc. | Beneficiary certificates |
FUBON CHINA POLICY BANK BOND ETF |
- | Financial assets at fair value through profit or loss-current |
420 | 8,387 | - | 8,387 | NA |
| SCI Pharmtech Inc. | Common Stock | FUBON FINANCIAL HOLDINGS | - | Financial assets at fair value through profit or loss-current |
32 | 2,411 | - | 2,411 | NA |
| SCI Pharmtech Inc. | Preferred Stock | FUBON S&P PREFERRED STOCK | - | Financial assets at fair value through profit or loss-current |
793 | 50,118 | - | 50,118 | NA |
| SCI Pharmtech Inc. | Preferred Stock | FUBON S&P PREFERRED STOCK B |
- | Financial assets at fair value through profit or loss-current |
36 | 2,272 | - | 2,272 | NA |
| SCI Pharmtech Inc. | Preferred Stock | TAISHIN FINANCIAL HOLDING CO., LTD. PREFERRED STOCK E |
- | Financial assets at fair value through profit or loss-current |
400 | 21,040 | - | 21,040 | NA |
| SCI Pharmtech Inc. | Preferred Stock | CATHAY FINANCIAL HOLDING CO., LTD. PREFERRED STOCK A |
- | Financial assets at fair value through profit or loss-current |
790 | 49,691 | - | 49,691 | NA |
| SCI Pharmtech Inc. | Preferred Stock | CATHAY FINANCIAL HOLDING CO., LTD. PREFERRED STOCK B |
- | Financial assets at fair value through profit or loss-current |
33 | 2,097 | - | 2,097 | NA |
63
Appendix 3 Holding of marketable securities at the end of the period
| Appendix 3 Holding of marketable securities at the end of the period | Appendix 3 Holding of marketable securities at the end of the period | Appendix 3 Holding of marketable securities at the end of the period | Appendix 3 Holding of marketable securities at the end of the period | Appendix 3 Holding of marketable securities at the end of the period | |||||
|---|---|---|---|---|---|---|---|---|---|
UNIT:NTD (In Thousands)/Thousand Shares |
|||||||||
| Securities held by | Marketable securities | Relationship with the securities issuer |
Financial statement account | As of December 31, 2021 |
Footnote |
||||
| Number of shares | Book value | Ownership (%) | Fair value | ||||||
| SCI Pharmtech Inc. | Preferred Stock | FUBON S&P US PREFERRED STOCK |
- | Financial assets at fair value through profit or loss-current |
2,350 | 38,963 | - | 38,963 | NA |
| SCI Pharmtech Inc. | Preferred Stock | CTBC FINANCIAL HOLDING CO., LTD. PREFERRED STOCK B |
- | Financial assets at fair value through profit or loss-current |
685 | 43,977 | - | 43,977 | NA |
| SCI Pharmtech Inc. | Preferred Stock | SHIN KONG FINANCIAL HOLDINGS PREFERRED STOCK A |
- | Financial assets at fair value through profit or loss-current |
642 | 27,349 | - | 27,349 | NA |
| SCI Pharmtech Inc. | Preferred Stock | CHAILEASE PREFERRED STOCK A |
- | Financial assets at fair value through profit or loss-current |
150 | 15,225 | - | 15,225 | NA |
| SCI Pharmtech Inc. | Common Stock | CATHAY FINANCIAL HOLDINGS | - | Financial assets at fair value through profit or loss-current |
28 | 1,769 | - | 1,769 | NA |
| SCI Pharmtech Inc. | Common Stock | SUNNY PHARMTECH INC. | - | Financial assets at fair value through other comprehensive income-non-current |
4,497 | 31,032 | 3.25% | 31,032 | NA |
| SCI Pharmtech Inc. | Common Stock | ENERGENESIS BIOMEDICAL CO., LTD |
- | Financial assets at fair value through other comprehensive income-non-current |
1,603 | 41,489 | 2.42% | 41,489 | NA |
| Mercuries Furniture Co., Ltd. |
Beneficiary certificates |
PHI FUND, L.P. FUND | - | Financial assets at fair value through profit or loss -non- current |
- | 19,627 | - | 19,627 | NA |
64
Appendix 4 Acquisition of indivdual real estate properties at costs of at least $300 million or 20% of the paid-in capital.
| Name of company |
Name of property |
Transaction date |
Transaction amount |
Status of payment |
Counterparty | Relationship with the Company |
If the counterparty is a related party, disclose the previous transfer information |
If the counterparty is a related party, disclose the previous transfer information |
If the counterparty is a related party, disclose the previous transfer information |
If the counterparty is a related party, disclose the previous transfer information |
References for determining price |
Purpose of acquisition and current condition |
Other agreed matters |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Owner | Relationship with the Company |
Date of transfer |
Amount | ||||||||||
| Mercuries Life Insurance Co., Ltd. |
Neihu Huaku Finance and IT Center |
August 18, 2021 |
3,400,000 | Paid in full | Huaku Development Co., Ltd. |
None | - | - | - | - | Evaluated by appraisal report |
Self-use | - |
| SCI Pharmtech Inc. |
Guany in factory |
October 19, 2021 |
630,000 | 63,000 | ECO Technical Services Co., Ltd. |
None | - | - | - | - | Negotiation | Factory expansion |
- |
65
Appendix 5 Disposal of individual real estate properties at price of at least $300 million or 20% of the paid-in capital.
| Appendix 5 Disposal of individual real estate properties at price of at least $300 million or 20% of the paid-in capital. | Appendix 5 Disposal of individual real estate properties at price of at least $300 million or 20% of the paid-in capital. | Appendix 5 Disposal of individual real estate properties at price of at least $300 million or 20% of the paid-in capital. | Appendix 5 Disposal of individual real estate properties at price of at least $300 million or 20% of the paid-in capital. | Appendix 5 Disposal of individual real estate properties at price of at least $300 million or 20% of the paid-in capital. | Appendix 5 Disposal of individual real estate properties at price of at least $300 million or 20% of the paid-in capital. | Appendix 5 Disposal of individual real estate properties at price of at least $300 million or 20% of the paid-in capital. | Appendix 5 Disposal of individual real estate properties at price of at least $300 million or 20% of the paid-in capital. | Appendix 5 Disposal of individual real estate properties at price of at least $300 million or 20% of the paid-in capital. | Appendix 5 Disposal of individual real estate properties at price of at least $300 million or 20% of the paid-in capital. | Appendix 5 Disposal of individual real estate properties at price of at least $300 million or 20% of the paid-in capital. | Appendix 5 Disposal of individual real estate properties at price of at least $300 million or 20% of the paid-in capital. | Appendix 5 Disposal of individual real estate properties at price of at least $300 million or 20% of the paid-in capital. |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
UNIT:NTD(In Thousands)/Thousand Shares |
||||||||||||
| Name of Company | Name of property | Transaction date | Original date of acquisition |
Book value | Transaction amount |
Status of receivement |
Gain or loss on disposal (Note) |
Counterparty | Relationship with the Company |
Purpose of disposal |
Reference for the determining price |
Other |
| MERCURIES & ASSOCIATES HOLDING, LTD. |
No. 323, No. 323-1, No. 323-4, and No. 323-5, Section 2, Nankan Road, Luzhu Township, Taoyuan City and 48 parking spaces |
September 17, 2021 | 74.1 96.1~96.5 |
1,332,167 | 1,553,000 | Received in full | 216,296 | DIGIT MOBILE INC. | - | Activated assets |
Evaluation according to appraisal report |
None |
66
Appendix 6 Information on investees
UNIT : NTD (In Thousands)/Foreign Currency(In Thousands)/Thousand Shares
| Appendix 6 Information | on investees | UNIT:NTD (In Thou |
UNIT:NTD (In Thou |
UNIT:NTD (In Thou |
sands)/Foreign Curr | ency(In Thousands)/ | Thousand Shares | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investees | Location | Main business activities | Initial investment amount | Shares held as at December 31, 2021 | Net profit (loss) of the investee for the year ended December 31, 2021 |
Investment income (loss) recognized by parent company for the year ended December 31, 2021(Notes 1) |
Footnote | |||
| Balance as at December 31, 2021 |
Balance as at December 31, 2020 |
Number of shares | Ownership (%) |
Book value (Note2) |
|||||||
| Mercuries & Associates Holding, Ltd. |
Mercuries Life Insurance Co., Ltd | Taipei | Life insurance | $5,584,639 | $5,312,150 | 1,056,917 | 39.59% | $15,678,826 | $1,090,798 | $445,189 | Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Mercuries & Associates, Ltd. | Taipei | Domestic and international well- known brands of footwear, apparel and related accessories. |
250,000 | 250,000 | 40,000 | 100.00% | 723,837 | 103,588 | 101,280 | Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Mercuries Data Systems Ltd. | Taipei | Purchasing, sale, processing, and installation of computer equipment |
612,844 | 612,844 | 98,505 | 53.44% | 1,200,773 | 149,232 | 79,755 | Subsidiary |
| Mercuries & Associates Holding, Ltd. |
SCI Pharmtech Inc. | Taoyuan | Processing, Manufacture, and sale of active pharmaceutical ingredients (APIs) and API intermediates |
614,293 | 614,293 | 30,283 | 31.75% | 1,054,281 | 55,696 | 17,683 | Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Simple Mart Retail Co., Ltd. | Taipei | Retail | 367,393 | 368,289 | 41,019 | 60.77% | 1,158,061 | 194,503 | 132,401 | Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Mercury Fu Bao Co., Ltd. | Taipei | Liquor, cigar, and cigarette trading and agency. |
14,164 | 14,164 | 236,260 | 100.00% | 3,207,423 | 545,137 | 567,207 | Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Mercuries General Media, Inc. | Taipei | Agency for import production of video tapes, etc. |
30,237 | 30,237 | 4,200 | 86.96% | 75,185 | 11,916 | 7,829 | Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Mercuries Harvest Co., Ltd. | Taipei | Lease and sales of machinery equipment |
90,478 | 90,478 | 9,000 | 100.00% | 101,915 | 5,612 | (17) | Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Mercuries F&B Co., Ltd. | Taipei | Beef noodles and pizza restaurant chain stores |
514,500 | 514,500 | 56,569 | 93.63% | 1,052,806 | 231,773 | 216,991 | Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Mercuries Leisure Co., Ltd | Taipei | Leisure and entertainment | 485,203 | 485,203 | 44,895 | 63.14% | 449,071 | 8,677 | 5,479 | Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Hipact Tech Inc. | Taipei | Operation Management Consultant and computer equipment installation |
19,734 | 19,734 | 17 | 8.61% | 534 | 107 | 9 | Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Mercuries Furniture Co., Ltd. | Taipei | Furniture retail and decoration | 626,210 | 626,210 | 13,000 | 100.00% | 29,486 | 19,002 | 16,292 | Subsidiary |
67
Appendix 6 Information on investees
UNIT : NTD (In Thousands)/Foreign Currency(In Thousands)/Thousand Shares
| Appendix 6 Information | on investees | UNIT:NTD (In Thou |
UNIT:NTD (In Thou |
UNIT:NTD (In Thou |
sands)/Foreign Curr | ency(In Thousands)/ | Thousand Shares | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investees | Location | Main business activities | Initial investment amount | Shares held as at December 31, 2021 | Net profit (loss) of the investee for the year ended December 31, 2021 |
Investment income (loss) recognized by parent company for the year ended December 31, 2021(Notes 1) |
Footnote | |||
| Balance as at December 31, 2021 |
Balance as at December 31, 2020 |
Number of shares | Ownership (%) |
Book value (Note2) |
|||||||
| Mercuries & Associates Holding, Ltd. |
M. T. I. Cigars Co., Ltd. | Taipei | Liquor, cigar, and cigarette trading and agency. |
750,000 | 750,000 | 3,209 | 100.00% | 27,095 | (144) | (144) | Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Mercuries Liquor & Food Co., Ltd. | Taipei | Sales of tobacco and liquor, beverage and food |
180,300 | 180,300 | 10,500 | 100.00% | 74,466 | (34,404) | 14,757 | Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Mercuries Insurance Agency Co., Ltd. | Taipei | Insurance agency | 3,000 | 3,000 | 500 | 100.00% | 35,679 | 20,377 | 20,377 | Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Mercuries Foodservice Co., Ltd. | Samoa | Investment | 148,380 | 148,380 | - | 25.31% | 6,124 | - |
- |
Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Tastynoodle Co., Ltd. | Samoa | Investment | 147,913 | 147,913 | - | 100.00% | 741 | - |
- |
Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Family Shoemart Co., Ltd. | Samoa | Investment | 192,057 | 192,057 | - | 86.67% | 9,656 | - |
- |
Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Sanyou Drugstores, Ltd. | Taipei | Cosmeceutical | 506,220 | 506,220 | 55,000 | 55.00% | 84,609 | 10,241 | 5,633 | Subsidiary |
| Mercuries & Associates Holding, Ltd. |
Fuh Hwa Securities Investment Trust Co.,Ltd. |
Taipei | Securities Investment Trust | 86,800 | 86,800 | 1,971 | 3.28% | 121,419 | 1,297,013 | 42,573 | Associate |
| Mercuries Data Systems Ltd. |
Mercuries Data Systems International Ltd. |
British Virgin Islands |
Investment | 738,652 | 738,652 | - |
100.00% | 213,026 | (20,931) | (20,931) | Subsidiary |
| Mercuries Data Systems Ltd. |
Hipact Tech Inc. | Taipei | Operation Management Consultant and computer equipment installation |
114,435 | 114,435 | 146 | 72.80% | 7,259 | 107 | 78 | Subsidiary |
| Mercuries Data Systems Ltd. |
Mercuries Information Systems International Co., Ltd |
Taipei | Software and data processing services |
3,000 | 3,000 | 300 | 100.00% | 1,290 | (135) | (135) | Subsidiary |
| Mercuries Data Systems Ltd. |
Mercuries Life Insurance Co., Ltd | Taipei | Life insurance | 59,737 | 59,737 | 6,277 | 0.24% | 97,434 | 1,090,798 | 2,901 | Subsidiary |
68
Appendix 6 Information on investees
UNIT : NTD (In Thousands)/Foreign Currency(In Thousands)/Thousand Shares
| Appendix 6 Information | on investees | UNIT:NTD (In Thou |
UNIT:NTD (In Thou |
UNIT:NTD (In Thou |
sands)/Foreign Curr | ency(In Thousands)/ | Thousand Shares | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investees | Location | Main business activities | Initial investment amount | Shares held as at December 31, 2021 | Net profit (loss) of the investee for the year ended December 31, 2021 |
Investment income (loss) recognized by parent company for the year ended December 31, 2021(Notes 1) |
Footnote | |||
| Balance as at December 31, 2021 |
Balance as at December 31, 2020 |
Number of shares | Ownership (%) |
Book value (Note2) |
|||||||
| Mercuries Data Systems Ltd. |
Digicentre Company Limited. | Taipei | Software services | 150,000 | 150,000 | 6,864 | 28.92% | 169,920 | 19,165 | 5,543 | Associate |
| Mercuries Data Systems International Ltd. |
Core Info Tech Limited(Hong Kong) | Hong Kong | Investment | 715,423 | 715,423 | - |
100.00% | 213,835 | (20,931) | (20,931) | Subsidiary |
| Mercuries & Associates, Ltd. |
Mercuries Leisure Co., Ltd | Taipei | Leisure and entertainment | 20,000 | 20,000 | 2,000 | 2.81% | 20,005 | 8,677 | 244 | Subsidiary |
| Mercuries & Associates, Ltd. |
Family Shoemart Co., Ltd. | Samoa | Investment | 29,995 | 29,995 | - |
13.33% | 1,486 | - |
- |
Subsidiary |
| Mercuries & Associates, Ltd. |
Mercuries Life Insurance Co., Ltd | Taipei | Life insurance | 115,952 | 80,408 | 14,571 | 0.55% | 226,183 | 1,090,798 | 5,108 | Subsidiary |
| Mercuries & Associates, Ltd. |
Sanor Co., Ltd. | Taipei | Agency for shoes | 80,000 | - |
8,000 | 50.00% | 95,547 | 31,094 | 15,547 | Joint Venture |
| Mercuries & Associates, Ltd. |
TriHealth Enterprise Co., Ltd. | Taipei | Medicine circulation | 70,000 | - |
2,800 | 21.21% | 52,782 | 22,054 | 1,949 | Associate |
| Mercuries & Associates, Ltd. |
Simple Mart Retail Co., Ltd. | Taipei | Retail | 4,347 | - |
63 | 0.09% | 1,779 | 194,503 | 15 | Subsidiary |
| Mercury Fu Bao Co., Ltd. |
Mercuries Life Insurance Co., Ltd | Taipei | Life insurance | 356,117 | 356,117 | 64,792 | 2.43% | 1,076,507 | 1,090,798 | (28,476) | Subsidiary |
| Mercury Fu Bao Co., Ltd. |
SCI Pharmtech Inc. | Taoyuan | Processing, Manufacture, and sale of active pharmaceutical ingredients (APIs) and API intermediates |
118,791 | 118,791 | 2,317 | 2.43% | 144,807 | 55,696 | 1,353 | Subsidiary |
| Mercury Fu Bao Co., Ltd. |
Mercuries Leisure Co., Ltd | Taipei | Leisure and entertainment | 75,262 | 75,262 | 3,718 | 5.23% | 37,189 | 8,677 | 454 | Subsidiary |
| Mercury Fu Bao Co., Ltd. |
Hipact Tech Inc. | Taipei | Operation Management Consultant and computer equipment installation |
8,840 | 8,840 | 10 | 5.17% | 515 | 107 | 6 | Subsidiary |
69
Appendix 6 Information on investees
UNIT : NTD (In Thousands)/Foreign Currency(In Thousands)/Thousand Shares
| Appendix 6 Information | on investees | UNIT:NTD (In Thou |
UNIT:NTD (In Thou |
UNIT:NTD (In Thou |
sands)/Foreign Curr | ency(In Thousands)/ | Thousand Shares | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investees | Location | Main business activities | Initial investment amount | Shares held as at December 31, 2021 | Net profit (loss) of the investee for the year ended December 31, 2021 |
Investment income (loss) recognized by parent company for the year ended December 31, 2021(Notes 1) |
Footnote | |||
| Balance as at December 31, 2021 |
Balance as at December 31, 2020 |
Number of shares | Ownership (%) |
Book value (Note2) |
|||||||
| Mercury Fu Bao Co., Ltd. |
Mercuries Foodservice Co., Ltd. | Samoa | Investment | 49,303 | 49,303 | - | 7.62% | 1,844 | - | - | Subsidiary |
| Mercury Fu Bao Co., Ltd. |
Fuh Hwa Securities Investment Trust Co.,Ltd. |
Taipei | Securities Investment Trust | 14,429 | 133,200 | 322 | 0.54% | 19,862 | 1,297,013 | 77,866 | Associate |
| Mercury Fu Bao Co., Ltd. |
Horizon Securities Co., Ltd | Taipei | Integrated Securities Houses | 135,631 | 135,631 | 20,286 | 6.12% | 326,212 | 1,239,274 | 75,956 | Associate |
| Mercuries Harvest Co., Ltd. |
Mercuries Leisure Co., Ltd | Taipei | Leisure and entertainment | 7,000 | 7,000 | 687 | 0.97% | 7,093 | 8,677 | 84 | Subsidiary |
| Mercuries F&B Co., Ltd. |
Mercuries Life Insurance Co., Ltd | Taipei | Life insurance | 144,691 | 144,691 | 14,571 | 0.55% | 226,183 | 1,090,798 | 6,129 | Subsidiary |
| Mercuries F&B Co., Ltd. |
Horizon Securities Co., Ltd | Taipei | Integrated Securities Houses | - | 49,903 | - | - | - | - | - | Associate |
| Mercuries F&B Co., Ltd. |
Mercuries Leisure Co., Ltd | Taipei | Leisure and entertainment | 70,000 | 70,000 | 6,749 | 9.49% | 67,504 | 8,677 | 824 | Subsidiary |
| Mercuries F&B Co., Ltd. |
Mercuries Foodservice Co., Ltd. | Samoa | Investment | 275,896 | 275,896 | - | 45.74% | 11,064 | - | - | Subsidiary |
| Mercuries F&B Co., Ltd. |
Mercuries F&B Consulting Co., Ltd | Taipei | Catering retail and management | 29,100 | 19,400 | 2,910 | 97.00% | 12,928 | (8,394) | (8,142) | Subsidiary |
| Mercuries F&B Co., Ltd. |
Mercuries Food Service Japan Ltd | Japan | Catering retail | 27,013 | 27,013 | 10 | 100.00% | 15,544 | (8,443) | (8,443) | Subsidiary |
| SCI Pharmtech Inc. | Yushan Pharmaceuticals, Inc. | Taoyuan City Luzhu Dist |
The research and development , manufacture and sale of API |
351,761 | 351,761 | 35,190 | 100.00% | 348,599 | (587) | (587) | Subsidiary |
| SCI Pharmtech Inc. | Framosa Co., Ltd. | Taipei | Circular economy by purifying and utilizing used solvents |
66,000 | - | 6,600 | 40.00% | 52,447 | (33,883) | (13,553) | Associate |
70
Appendix 6 Information on investees
UNIT : NTD (In Thousands)/Foreign Currency(In Thousands)/Thousand Shares
| Appendix 6 Information | on investees | UNIT:NTD (In Thou |
UNIT:NTD (In Thou |
UNIT:NTD (In Thou |
sands)/Foreign Curr | ency(In Thousands)/ | Thousand Shares | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investees | Location | Main business activities | Initial investment amount | Shares held as at December 31, 2021 | Net profit (loss) of the investee for the year ended December 31, 2021 |
Investment income (loss) recognized by parent company for the year ended December 31, 2021(Notes 1) |
Footnote | |||
| Balance as at December 31, 2021 |
Balance as at December 31, 2020 |
Number of shares | Ownership (%) |
Book value (Note2) |
|||||||
| M. T. I. CIGARS CO., LTD. |
Mercuries Foodservice Co., Ltd. | Samoa | Investment | 134,428 | 134,428 | - | 21.33% | 5,159 | - | - | Subsidiary |
| Mercuries Furniture Co., Ltd. |
Mecuries Life Insurance Co., Ltd | Taipei | Life insurance | 143,635 | 143,635 | 11,795 | 0.44% | 183,091 | 1,090,798 | 4,955 | Subsidiary |
| Mercuries Liquor & Food Co., Ltd. |
Shang Rih Ltd. | Taipei | Retail | 6,000 | 6,000 | 600 | 100.00% | 6,871 | 1,571 | 1,571 | Subsidiary |
| Simple Mart Retail Co., Ltd. |
Simple Mart Plus Co., Ltd. | Taipei | Catering retail | 60,000 | 60,000 | 6,000 | 100.00% | 41,191 | (3,317) | (3,317) | Subsidiary |
| Simple Mart Retail Co., Ltd. |
Sanyou Drugstores, Ltd. | Taipei | Cosmeceutical | 55,980 | 55,980 | 45,000 | 45.00% | 59,806 | 10,241 | 4,375 | Subsidiary |
| Shang Rih Ltd. | Mercuries Liquor & Food Japan Co., Ltd. |
Japan | Sales of liquor, beverage and food | 4,116 | 4,116 | - | 100.00% | 6,339 | 1,686 | 1,686 | Subsidiary |
| Mercuries Life Insurance Co., Ltd |
Fuh Hwa Securities Investment Trust Co.,Ltd. |
Taipei | Investment consulting and asset management |
825,352 | 825,352 | 18,426 | 30.71% | 1,457,545 | 1,297,013 | 398,305 | Associate |
| Mercuries Life Insurance Co., Ltd |
Horizon Securities Co., Ltd. | Taipei | Integrated Securities Houses | 65,139 | 263,113 | 7,085 | 2.14% | 113,932 | 1,239,274 | 66,114 | Associate |
| Mercuries Life Insurance Co., Ltd |
CMG International One Co., Ltd | Taipei | Residence and Buildings Lease Construction and Development |
675,000 | 675,000 | 67,500 | 45.00% | 669,617 | (11,527) | (5,187) | Associate |
| Mercuries Life Insurance Co., Ltd |
CMG International Two Co., Ltd | Taipei | Residence and Buildings Lease Construction and Development |
675,000 | 675,000 | 67,500 | 45.00% | 664,371 | (16,869) | (7,592) | Associate |
| Mercuries Life Insurance Co., Ltd |
NFC II Renewable Power Co., Ltd. | Taipei | Investment, operation and management of solar power plants |
157,500 | - | 15,750 | 21.00% | 157,044 | (2,173) | (456) | Associate |
Note 1:Including the current amortization of unrealized gains and losses and the difference between the investment cost and the equity net value the current amortization. Note 2:Including rent for related-party of the fair value adjustment of investment property.
71
Appendix 7 Information on investments in Mainland China:
| Aendix 7 Information on investments in Mainland China: | Aendix 7 Information on investments in Mainland China: | Aendix 7 Information on investments in Mainland China: | Aendix 7 Information on investments in Mainland China: | Aendix 7 Information on investments in Mainland China: | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| pp | UNIT:NTD (In Thousands)/Foreign Currency(In Thousands) |
|||||||||||
| Investee in Mainland China | Main business activities | Paid-in capital | Investment method (Note1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2021 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the period ended December 31, 2021 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2021 |
Net income of investee as of December 31, 2021 |
Ownership held by the company (direct or indirect) |
Investment income (loss) recognized by the parent company for the year ended December 31, 2021(Note 2) |
Book value of investment in Mainland China as of December 31, 2021 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2021 |
|
| Remitted to Mainland China |
Remitted back to Taiwan |
|||||||||||
| Nanjing Sanshang Computer Software Development Co., Ltd. |
Computer software, information software development, production, sales, self-produced product management and related technical consulting services |
US21 million | (2) | 668,244 | - | - | 668,244 | (20,933) | 100.00% | (20,933) (2)B |
210,257 | - |
| Nanjing Dingshang Digital Technology Co., Ltd. |
Engineering design and construction of software development, electronic technology research and development, technology transfer service, communication, network, electromechanical, transportation,etc. |
RMB4 million | (3) | - | - | - | - | (3,542) | 42.00% | (1,488) (2)B |
2,141 | - |
| Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2021 | Investment amount approved by the Investment Commission of the Ministryof Economic Affairs(MOEA) |
Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA(Note 3) |
|---|---|---|
| $701,719 (Note4) | (1)Beijing Mercury Computer Information System Equipment Co., Ltd. invested USD$1,000,000. (2)Nanjing Dingshang Digital Technology Co., Ltd. invested USD$19,818,822. |
$1,369,727 |
| $4,624 (Note5) | Freetech Intelligent Systems Co., Ltd invested USD$159,988. | $528,903 |
Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:
-
(1)Directly invest in a company in Mainland China.
-
(2)Through investing in an existing company in the third area, which then invested in the investee in Mainland China.
-
(3)Others.
-
Note 2: In the ‘Investment income (loss) recognized by the parent company for the year ended December 31, 2020’ column:
-
(1)It should be indicated if the investee was still in the incorporation arrangements and had not yet any profit during this period.
-
(2)Indicate the basis for investment income (loss) recognition in the number of one of the following three categories:
-
A. The financial statements that are audited and attested by international accounting firm which has cooperative relationship with accounting firm in R.O.C.
-
B. The financial statements that are audited and attested by R.O.C. parent company’s auditors.
-
C. Others.
Note 3: The numbers in this table are expressed in New Taiwan Dollars.
- Note 4: Including Beijing Sanshang Computer Information System Equipment Co., Ltd., which has been liquidated and deregistered, but has not yet applied to the Investment Review Committee of the Ministry of Economic Affairs to cancel the investment quota, the investment of USD 1,000,000 has been approved by the Investment Review Committee of the Ministry of Economic Affairs. The liquidation was completed on February 5, 2001.
Note 5: Subsidiaries MA and MF reinvested in Freetech Intelligent Technology Co., Ltd. through PHI FUND, L.P. Shareholding ratio is 0.0372%.
72
、 Appendix 8 Derivative financial instruments undertaken during the year ended December 31, 2021.
-
(1) The information of derivatives financial instruments
-
MLI
The MLI’s derivative instruments includes forward foreign exchange contracts, foreign exchange swaps contracts, and cross currency swaps contracts. Relevant information is as follows:
-
(1) Type, purpose, contract (principal) value and carrying amount
-
The MLI’s forward foreign exchange contracts, foreign exchange swaps contracts, and cross currency swaps contracts are mainly used to avoid the risk arise from changing in interest rate.
The MLI’s hedging strategy is aimed to avoid most of the market price risk. The MLI uses derivatives (which fair value are inversely proportional to the assets being hedged) as hedging instruments and assesses it regularly. However, the derivatives do not meet the conditions of hedge accounting, thus, they are classified as financial assets held for trading.
The details of the derivative instruments held by MLI are as follows:
| Financial assets measured at FVTPL: Forward foreign exchange contracts, non-deliverable forward and foreign exchange swaps Forward foreign exchange contracts Cross currency swaps contracts Financial liabilities measured at FVTPL: Forward foreign exchange contracts, non-deliverable forward and foreign exchange swaps Forward foreign exchange contracts Forward foreign exchange contracts |
December 31, 2021 | December 31, 2021 | December 31, 2021 |
|---|---|---|---|
| Carrying amount |
Currencies | Amount | |
| $2,347,979 38,320 980,647 |
USD AUD USD USD AUD NZD |
16,994,000 155,000 650,000 1,495,000 77,900 79,100 |
|
| $3,366,946 | |||
| $88,931 22,216 13,840 |
|||
| $124,987 |
73
December 31,2020
| Financial assets measured at FVTPL: Forward foreign exchange contracts, non-deliverable forward and foreign exchange swaps Cross currency swaps contracts Structured bonds Financial liabilities measured at FVTPL: Forward foreign exchange contracts, non-deliverable forward and foreign exchange swaps Forward foreign exchange contracts Forward foreign exchange contracts Forward foreign exchange contracts Futures |
Carrying amount |
Currencies | Amount |
|---|---|---|---|
| $4,686,573 566,673 579,168 |
USD USD USD USD CNH NZD AUD - |
8,328,000 720,000 20,000 6,234,000 1,950,000 127,800 168,700 - |
|
| $5,832,414 | |||
| $1,699,941 47,907 71,753 159,606 108 |
|||
| $1,979,315 |
(2)Fair Value
The fair value of the derivative is the amount that MLI may claim or have to pay if the contract is terminated on the reporting date. It generally includes unrealized gains and losses from outstanding contracts for the current period. The fair value of MLI’s derivatives is calculated from the quotation of financial institutions.
The company's futures transactions for hedging purpose on December 31, 2021 and 2022 are as follow:
December 31, 2020
| Open position | Open position | ||||
|---|---|---|---|---|---|
| Item | type | Buyer/ Seller |
Open position |
Contract principal amount |
Market value |
| Futures | Taiwan Stock Price Index Futures |
Seller | 1 | $2,828 | $(108) |
The futures of MLI held on December 31, 2021 was closed.
The margin paid for futures exchange were $952,290 thousand and $1,133,469 thousand on December 31, 2021 and 2020, respectively. The margins were classified under guarantee deposits.
74
- (3) Presentation of derivatives on financial statement
Derivatives of the Company (including forward foreign exchange, cross currency swaps, structured deposits and convertible corporate bonds conversion rights) presented under balance sheet are as follows:
| Financial assets at fair value through profit or loss Financial liabilities at fair value through profit or loss |
December 31, 2021 $3,366,946 $124,987 |
December 31, 2020 |
|---|---|---|
| $5,832,414 | ||
| $1,979,315 |
75
Mercuries & Associates Holding, Ltd. Accounting items
| Mercuries & Associates Holding, Ltd. Accounting items |
|
|---|---|
| ITEM Cash and cash equivalents ―――――――――Financial assets at fair value through other comprehensive income ―――――――――Notes receivable ―――――――――Accounts receivable ―――――――――Financial assets at fair value through other comprehensive income-non-current ―――――――――Financial assets at amortized cost-non-current ―――――――――Investments accounted for under equity method ―――――――――Accumulated impairment of investments accounted for under equity method ―――――――――Property, plant and equipment ―――――――――Investment property ―――――――――Other non-current assets ―――――――――Other payables ―――――――――Other current liabilities ―――――――――Long-term borrowings ―――――――――Deferred tax liabilities ―――――――――Other non-current liabilities ―――――――――General and administrative expense ―――――――――Employee benefits, depreciation and amortization by function ――――――――― |
INDEX |
| Note 6.1 77 78 79 80 81 82 83 Note 6.6 Note 6.7 84 Note 6.8 85 Note 6.10 Note 6.21 86 87 88 |
76
Statement of financial assets at fair value through other comprehensive income
December 31, 2021
| Name of securities | Description | Units | Par Value |
Amount | Rate (%) | Cost | Accumulated impairment |
Fair Value | Fair Value | Note |
|---|---|---|---|---|---|---|---|---|---|---|
| Unit Price |
Total Price | |||||||||
| Financial assets at fair value through other comprehensive income-current: First Bank Valuation adjustments for financial assets at fair value through other comprehensive income-current: Total |
5 | $10 | $50 - |
$56 71 |
$- - |
$24.50 - |
$127 - |
|||
| $50 | $127 | $- | $127 |
77
Statement of notes receivable
| December 31, 2021 | December 31, 2021 | ||
|---|---|---|---|
| Client Name | Description | Amount | Note |
| Non-related parties: Tianxi HotShoes.TW Momentum Power wind health industry incorporated Total |
$1,900 2,940 2,688 2,662 |
||
| $10,190 |
78
Statement of accounts receivable
December 31, 2021
| Client Name | Description | Amount | Note |
|---|---|---|---|
| Non-related parties: E-Yuan Lan Tian Li Yang |
$662 195 97 |
||
| $954 | |||
| Related parties: MLF Subtotal Total |
$205 | ||
| $205 | |||
| $1,159 |
79
Statement of financial assets at fair value through other comprehensive income-non-current
For the years ended December 31, 2021
| Item | Beginningbalance | Beginningbalance | Increase | Increase | Decrease | Decrease | Endingbalance | Endingbalance | Accumulated Impairment |
Guarantee or Pledge |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Fair Value | Shares | Amount (Note 1) |
Shares | Amount (Note 1) |
Shares | Fair Value | ||||
| Chiaofu Real Estate Management Co., Ltd. |
100 3,124 366 2,158 300 363 13,630 |
$ 45,141 11,634 6,938 11,133 3,221 36,674 - |
- - - - - - - |
$- 6 - 8,315 768 - - |
- - - (65) - (46) -) |
$(30,198) - (933) (313) - (6,024) - |
100 3,124 366 2,093 300 317 13,630 |
$14,943 11,640 6,005 19,135 3,989 30,650 - |
$- - 62,619 - 3,000 - - |
None None None None None None None |
|
| Concord Venture Capital | |||||||||||
| CO.,LTD. | |||||||||||
| Union Optronics Corp. Advance Materials Corporation Semiconductor Co., Ltd. MagiCap Venture Capital |
|||||||||||
| Co., Ltd., Preferred stock A | |||||||||||
| Powtec Electrochenical Corporation Total |
|||||||||||
| 20,041 | $ 114,741 | - | $9,089 | (111) | $(37,468) | 19,930 | $86,362 | $65,619 |
NOTE 1 : It includes valuation adjustment of fair value.
80
Statement of financial assets at amortized cost- non-current
| For the years ended December 31, 2021 | For the years ended December 31, 2021 | For the years ended December 31, 2021 | For the years ended December 31, 2021 | For the years ended December 31, 2021 | For the years ended December 31, 2021 | For the years ended December 31, 2021 | For the years ended December 31, 2021 | For the years ended December 31, 2021 | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Beginningbalance | Increase | Decrease | Endingbalance | Accumulated Impairment |
Guarantee or Pledge |
Note | ||||
| Shares | Fair Value | Shares | Amount | Shares | Amount | Shares | Fair Value | ||||
| MLI Subordinated corporate bond |
- | $- | 250 | $250,000 | - | $- | 250 | $250,000 | $- | None | |
| Total | |||||||||||
| - | $- | 250 | $250,000 | - | $- | 250 | $250,000 | $- |
81
Statement of Investments accounted for under equity method
For the years ended December 31, 2021
| Name | Beginning balance | Beginning balance | Increase | Increase | Decrease | Decrease | Ending balance | Ending balance | Ending balance | Market price or equity |
Market price or equity |
Guarantee or Pledge |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Percentage of shares |
Amount | Unit Price |
Total Price | |||
| 1.Mercuries Life Insurance Co., Ltd. 2.Mercuries & Associates, Ltd. 3.Mercuries Data Systems Ltd. 4.SCI Pharmtech Inc. 5.Simple Mart Retail Co., Ltd. 6.Mercury Fu Bao Co., Ltd. 7.Mercuries General Media, Inc. 8.Mercuries Harvest Co., Ltd. 9.Mercuries F&B Co., Ltd. 10.Mercuries Leisure Co., Ltd 11.Hipact Tech Inc. 12.Mercuries Furniture Co., Ltd. 13.M. T. I. CIGARS CO., LTD. 14.Mercuries Liquor & Food Co., Ltd. 15.Mercuries Insurance Agency CO.,LTD 16.Mercuries Foodservice CO., LTD. 17.Tastynoodle CO., LTD. 18.Family Shoemart CO.,LTD. 19.Fuh Hwa Securities Investment Trust Co., Ltd. 20.Sanyou Drugstores, Ltd. Less: Transfer to treasury stocks Total |
1,009,228 40,000 98,505 25,236 41,119 236,260 4,200 9,000 47,940 44,895 17 13,000 3,209 10,500 500 - - - 1,971 55,000 - |
$16,252,153 732,758 1,167,269 1,054,787 909,442 2,882,577 72,680 101,100 1,041,159 443,592 525 30,270 27,388 60,512 26,320 6,031 763 9,935 102,787 78,976 (532,672)) |
47,689 - - 5,047 - - - - 8,629 - - - - - - - - - - - - |
$272,489 - 33,504 - 248,619 324,846 2,505 815 11,647 5,479 9 - - 13,954 9,359 - - - 18,632 5,633 44,393 |
$- - - - (100) - - - - - - - - - - - - - - - - |
$(845,816) (8,921) - (506) - - - - - - - (784) (293) - - (177) (22) (279) - - - |
1,056,917 40,000 98,505 30,283 41,019 236,260 4,200 9,000 56,569 44,895 17 13,000 3,209 10,500 500 - - - 1,971 55,000 - |
39.59% 100.00% 53.44% 31.75% 60.77% 100.00% 86.96% 100.00% 93.63% 63.14% 8.61% 100.00% 100.00% 100.00% 100.00% 25.31% 100.00% 86.67% 3.28% 55.00% - |
$15,678,826 723,837 1,200,773 1,054,281 1,158,061 3,207,423 75,185 101,915 1,052,806 449,071 534 29,486 27,095 74,466 35,679 6,124 741 9,656 121,419 84,609 (488,279) |
9.24 19.24 13.05 84.00 70.80 15.72 25.31 19.04 18.65 10.00 49.85 8.62 8.44 7.09 71.36 - - - 46.31 1.56 |
$9,765,911 769,406 1,285,489 2,543,802 2,904,142 3,714,094 106,305 171,367 1,054,821 449,071 859 112,099 27,095 74,466 35,679 - - - 91,144 85,725 |
Note 8 None None None None None None None None None None None None None None None None None None None |
|
| $24,468,622 | $991,884 | $(856,798) | $24,603,708 |
82
Statement of accumulated impairment of investments accounted for under equity method
For the years ended December 31, 2021
| Item | Beginning balance |
Increase | Decrease | Ending balance |
Note |
|---|---|---|---|---|---|
| 1. Hipact Tech Inc. 2. SCI Pharmtech Inc. 3. Fuh Hwa Securities Investment Trust Co., Ltd. |
$3,041 53,443 36,536 |
$- - - |
$- - - |
$3,041 53,443 36,536 |
|
| $93,020 | - | - | $93,020 |
83
Statement of other non-current assets
| December 31, 2021 | December 31, 2021 | December 31, 2021 | |
|---|---|---|---|
| Item | Description | Amount | Note |
| Refundable deposits Other Total |
Customs deposit, etc. | $30 14,200 |
|
| $14,230 |
84
Statement of other current liabilities
| December 31, 2021 | December 31, 2021 | December 31, 2021 | |
|---|---|---|---|
| Item | Description | Amount | Note |
| Advance receipts Other Total |
$10,191 17,750 |
||
| $27,941 |
85
Statement of other non-current liabilities
| December 31, 2021 | December 31, 2021 | December 31, 2021 | |
|---|---|---|---|
| Item | Description | Amount | Note |
| Guarantee deposits received Unrealized benefits of disposing of assets Other Total |
$7,307 48,791 9 |
||
| $56,107 |
86
Statement of general and administrative expense
| For the year ended December 31, 2021 | For the year ended December 31, 2021 | ||
|---|---|---|---|
| Item | Description | Amount | Note |
| Salaries Sundry charges Taxes Services expense Commission expense Other expense Total |
$68,573 54,966 9,405 12,316 17,619 12,091 |
The amount of individual item included in others does not exceed 5% of the account balance. |
|
| $174,970 |
87
Statement of employee benefits, depreciation and amortization by function
| For the year ended December 31, 2021 | For the year ended December 31, 2021 | For the year ended December 31, 2021 | For the year ended December 31, 2021 | ||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Operating Costs |
Operating Expenses |
Total | Operating Costs |
Operating Expenses |
Total | ||
| Employee benefit | |||||||
| Salaries | The company | $- | $40,146 | $40,146 | $- | $35,587 | $35,587 |
| The subsidiary | - | 16,580 | 16,580 | - | 13,180 | 13,180 | |
| Labor and health insurance |
- | 1,213 | 1,213 | - | 996 | 996 | |
| Pension | - | 947 | 947 | - | 915 | 915 | |
| Director’s remuneration | - | 10,900 | 10,900 | - | 8,500 | 8,500 | |
| Others | - | 443 | 443 | - | 373 | 373 | |
| Depreciation | - | 1,679 | 1,679 | - | 2,092 | 2,092 | |
| Amortization | - | 423 | 423 | - | 59 | 59 |
-
Note 1: The Company had average 23 and 18 employees for the years ended December 31, 2021 and 2020, which included 8 and 7 non-employee directors, respectively.
-
Note 2:(a)Average employee benefits for current year was 2,850 thousand. Average employee benefits for previous year was 3,443 thousand.
-
(b)Average salaries for current year was 2,676 thousand. Average salaries for previous year was 3,235 thousand.
-
(c)The variation of adjustments of average salaries was (17.28%).
-
(d)The policies of the company's compensation is as follows:
The Company adopts a gender equality, equal pay for equal work, reasonable and motivating pay policy. Employees regularly accept performance evaluation, and the results become the basis for compensation, job assignment, promotion and management of personnel. The Company adjusts wages every year in considering the market salary level, external environmental changes, the company's operating conditions and personal performance to ensure that wages in line with market level and fairness. Adhering to the principle of profit sharing, year-end bonuses and employee compensation are paid according to the operating profits of the Company.
88