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PI — AGM Information 2022
Jun 28, 2022
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AGM Information
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Pan International Industrial Co., Ltd. 2022 Annual General Shareholders’ Meeting Minutes (Translation)
Time: 9:00 a.m., Wednesday, June 15, 2022
Location: No. 97, Anxing Rd., Xindian Dist., New Taipei City (Anxing Plant of the Company) Total shares represented by shareholders present in person or by proxy: 269,149,604 shares, accounting for 51.92% of the company’s total outstanding shares.
Attendees: Song-Fa Lu, Chairman of the BOD, Feng-An Huang, Director,
Ming-Feng Tsai, Director, Wen-Rong Cheng, Independent Director Sheng-Chung Hsu, Accountant, Pei-Fang Lu, Lawyer
Chairman: Song-Fa Lu Recorder: Wen-Ling Yu Meeting Commencement Announced: The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.
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Ⅰ . Chairman’s Address: (Omitted)
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Ⅱ. Report Items:
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2021 Business Report of the Company. (Attachment 1)
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Audit Committee’s Review Report on the 2021 Financial Statements (Attachment 2)
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Report on 2021 distribution of remuneration of employees and directors of the Company.
- Explanation: The Company’s profit in 2021 was NT$1,213,489,085 (before remunerations were set aside) whereby 5% of cash (or NT$60,674,454) was set aside for employee compensation and 0.5% of cash (or NT$6,067,445) was set aside for directors' remuneration, and all were paid in cash.
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Report on 2021 distribution of earnings and cash dividends status.
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Explanation: 1. According to the provisions of the Articles of Incorporation, for cash dividends, the board of directors is authorized to reach special resolution for distribution, followed by reporting to the shareholders’ meeting.
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For the shareholders’ dividends, cash dividends of NT$518,346,282, and NT$ 1 is distributed per share. The cash dividend shall be rounded to the whole dollar amount according to the allocation rate. The total of the odd lots less than NT$1 included in the distribution shall be transferred to the employees’ welfare committee. The exdividend date is to be further specified by the board of directors’ meeting.
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If there is a change in the total number of outstanding shares in this proposal and the dividend ratio of shareholders must be adjusted, the
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board of directors shall adjust and handle the relevant changes.
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Other report matters.
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Explanation: 1. Pursuant to the provisions of the Company Act, shareholder(s) holding one percent (1%) or more of the total number of issued shares of a company may propose to the company a proposal for discussion at a regular shareholders’ meeting. The current proposal acceptance period is from April 8, 2022 to April 18, 2022.
- Up to the end of the aforementioned proposal acceptance period, the Company receives no proposals submitted by the shareholders.
Ⅲ. Ratification Items:
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Proposal 1: Adoption of 2021 Business Report and Financial Statements, Proposed for ratification. (Proposed by the Board of Directors)
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Explanation: 1. The 2021 Business Report and Financial Statements of the Company have been reviewed by the Audit Committee, and the Financial Statements have also been audited and certified by CPA Yung-Chien Hsu and CPA Min-Chuan Feng of Pricewaterhouse Coopers (PwC) Taiwan.
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For the reports and statements described in the preceding paragraph, please refer to the Attachments1, 2, &3.
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Proposed for ratification.
Resolution: RESOLVED, that the above proposal be and hereby was approved as
proposed.
Voting Results: Shares present at the time of voting: 269,149,604 (Including 189,227,471 shares from electronic voting).
| Voting Results | Voting Results | % of the represented share present |
|
|---|---|---|---|
| Votes in favor | 247,257,376 | 91.86% |
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| Votes against | 84,297 | 0.03% |
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| Invalid Votes | 0 | 0.00% |
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| Votes abstained/Not Voted | 21,807,931 | 8.10% |
Proposal 2: Proposal for 2021 earnings distribution. Proposed for ratification. (Proposed by the Board of Directors)
Explanation: 1. The proposal for 2021 earnings distribution table of the Company is as shown in the Attachment 4.
- Proposed for ratification.
Resolution: RESOLVED, that the above proposal be and hereby was approved as proposed.
Voting Results: Shares present at the time of voting: 269,149,604 (Including
189,227,471 shares from electronic voting).
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| Voting Results | Voting Results | % of the represented share present |
|
|---|---|---|---|
| Votes in favor | 247,618,331 | 92.00% |
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| Votes against | 99,326 | 0.03% |
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| Invalid Votes | 0 | 0.00% |
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| Votes abstained/Not Voted | 21,431,947 | 7.96% |
Ⅳ. Discussion Items:
Proposal 1: Amend the Company’s “Procedure for Acquisition and Disposal of Assets.” Proposed for discussion. (Proposed by the Board of Directors)
Explanation: Some articles of the “Procedure for Acquisition and Disposal of Assets” are revised to comply with law amendments. The article revision comparison table is shown in the Attachment 5.
Resolution: RESOLVED, that the above proposal be and hereby was approved as proposed.
Voting Results: Shares present at the time of voting: 269,149,604 (Including 189,227,471 shares from electronic voting).
| Voting Results | Voting Results | % of the represented share present |
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|---|---|---|---|
| Votes in favor | 247,630,651 | 92.00% |
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| Votes against | 88,647 | 0.03% |
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| Invalid Votes | 0 | 0.00% |
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| Votes abstained/Not Voted | 21,430,306 | 7.96% |
Ⅴ. Extraordinary Motions: None.
Ⅵ. Meeting Adjourned.
(The translated document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.)
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Attachment 1
2021 Business Report
The global economic environment is slowly recovering as COVID-19 is gradually brought under control. The Company’s operations are also able to return to normal. Despite the repeated COVID-19 outbreaks, global logistics delays, lack of materials affection production, and regional power supply problems, our revenue shows a strong growth trend. Moreover, the business units in Southeast Asia achieved a substantial increase in the overall revenue for 2021 compared to 2020 due to the benefit of transferring orders due to regional competition and the integration of Wuhu Ruichang’s automotive wiring harness businesses into the Company’s operations. The Company has formulated strategic goals for transformation and upgrading, actively invested in R&D resources, and increased the proportion of revenue from high-margin products to improve gross profit margin and profitability. This year’s quarterly gross profit and annual average gross profit margins have both exceeded their targets in double digits, which demonstrated the performance of our transformation and upgrading strategies. Our annual profit has also been significantly improved compared to last year. The company will also share this fruitful operating result with all shareholders.
By improving technology and innovation capabilities, we can maintain our competitiveness in the fiercely competitive industrial environment and enhance our profitability. Therefore, the Company will continue to invest in R&D resources, jointly develop new products with clients, and improve production efficiency. Our operating goal is to increase the Company’s gross profit margins continuously. As the world moves towards carbon neutrality, electric vehicles will be in high demand, attract everyone’s attention, and become one of the highest-growth industries. We will seize the business opportunities, actively deploy the electric vehicle-related wiring harnesses and PCB products, increase the revenue share for automotive products, and cater to the green energy industry trend. Looking to the future, the Company will continue to uphold the principle of diligent commitment and thrifty in order to overcome difficulties, to increase revenue and profit, and reward the shareholders’ full support by maintaining a high-profit growth rate.
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I. Report on 2021 Operating Outcome:
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(I) The individual operating income was NT$12.3 billion, representing an increase of 1.5 % compared to NT$12.1 billion in 2020.
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(II) The consolidated operating revenue was NT$24.2 billion in 2021, an increase of 18.0 % from NT$20.5 billion in 2020.
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(III) The consolidated net profit before tax was NT$1.55 billion, representing an increase of 29.8 % compared to NT$1.19 billion in 2020.
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(IV) The consolidated net profit after tax was NT$1.16 billion, representing an increase of 47.1% compared to NT$790 million in 2020.
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(V) The earnings per share (EPS) was NT$ 1.87.
II. 2022 Business Outlook:
The global calls and actions to prevent global warming have accelerated the carbon neutrality time frame and the green energy demands, which have spawned a new wave of green business opportunities. The regional geopolitical competition and cooperation and the global logistics system delays have stimulated new supply chain planning concepts. How to quickly meet the clients’ needs will be the focus of the Company’s thinking and planning. In terms of new green business opportunities and production logistics planning for global bases, the Company will seize the opportunities and exert its own advantages and to transform and upgrade its competitiveness and profitability. The following are the policies of the Company for business operations, production, and sale to gradually achieve strategic objectives.
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(I) Business Policy:
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Focus on the electric vehicle and medical industry, and increase the related products’ revenue ratio and profit contribution.
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Meet the clients’ needs, and provide production and logistics solutions for different regional markets.
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Join forces with strategic partners for automotive-related products to strengthen the automotive business revenues and profits.
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(II) Production and Sale Policy:
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Recruit senior technical development engineers and business talents, improve the technical capabilities for new industries such as electric vehicles and medical equipment, and gradually increase the production capacity of related products in Taiwan.
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Actively develop 5G, auto, medical, and industrial control related products to seize the online virtual business opportunities in the future while increasing the product breadth and the weight of high gross margin products to improve the Company's profitability.
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Integrate production resources in Taiwan, mainland China, and Southeast Asia; and plan appropriate production, sales, and logistics models to meet client needs.
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Find automotive wiring harness manufacturer targets in Taiwan, and increase the automotive wiring harness business revenues and profits through M&A or alliances.
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Adopt green alternative energy sources, review carbon emission targets, and gradually build green and smart manufacturing production lines. Meanwhile, review raw material procurement policies and product pricing strategies to avoid inflation risks.
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Express concern for issues of corporate social responsibility, raise the standards for environmentally friendly production, and develop green products in a concerted effort with customers to achieve the goal sustainable operations.
This year’s general environmental changes have become more unpredictable but offer endless business opportunities. The company will actively implement the transformation and upgrading strategy, improve the technical capabilities of automotive products, and expand the revenue of automotive and medical products to optimize the revenue portfolio while maintaining profitability and growth. We will also review green energy policies, energy conservation and emission reduction, fulfill corporate social responsibilities, improve corporate governance, and continue to strive and achieve the goal of sustainable operation.
Chairman of the Board: Managerial Officer: Accounting Supervisor: Sung-Fa Lu Sung-Fa Lu Feng-An Huang
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Attachment 2
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2021 business report, financial statements and the earnings distribution table. The Audit Committee has reviewed the aforementioned documents, and concluded that all information is presented fairly. We hereby submit this report in accordance with the provisions of Article 219 of the Company Act and Article 14-4 of the Securities and Exchange Act.
To:
Pan-International Industrial Corp. 2022 General Shareholders Meeting
Chairman of the Audit Committee: Wen-Jung Cheng
March 22 2022
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(2022) Cai-Shen-Bao-Zi No. 21003340
Attachment 3
Auditors’ Report
To Pan-International Industrial Corp.
Audit Opinions
We have audited the Parent Company Only Balance Sheet of Pan-International Industrial Corp. of December 31, 2021 and 2020, and the Parent Company Only Comprehensive Income Statement, Parent Company Only Statement of Changes in Shareholders Equity, the Parent Company Only Statement of Cash Flows, and the Notes to Parent Company Only Financial Statements (including the summary of significant accounting policies) covering the period of January 1 to December 31, 2021 and 2020.
In our opinion, on the basis of the result of our audit and the audit reports presented by other accountants (please refer to additional information section), all the material items prepared in these separate parent company only financial statements are in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Therefore, they are able to properly express the separate financial position of Pan-International Industrial Corp. as of December 31, 2021 and 2020, and the parent company only financial performance and parent company only cash flows from January 1 to December 31, 2021 and 2020.
Basis of our opinions
We have conducted the audit according to the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Generally Accepted Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of Parent Company Only Financial Statements. We are independent of Pan-International Industrial Corp. according to the CPA Code of Professional Ethics of the Republic of China, and we have fulfilled our other ethical responsibilities according to these requirements. On the basis of the result of our audit and the audit reports presented by other certified public accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 of Pan-International Industrial Corp. in 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, and we do not provide a separate opinion on these matters.
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Key audit matters in the 2021 Parent Company Only Financial Statements of Pan-International Industrial Corp. are specified below:
Assessment of the provision for valuation loss on inventory
Description
For information on the accounting policy of valuation of inventory, refer to Note 4 (13) of the Notes to Parent Company Only Financial Statements. The accounting estimate, and the uncertainty of assumption of the valuation of inventory is specified in Note 5 (2) of the Notes to Parent Company Only Financial Statements. The inventory items are specified in Note 6 (3) of the Notes to Parent Company Only Financial Statements. As of December 31, 2021, the balance of inventory and provision for valuation loss for Pan-International Industrial Corp. amounted to NT$1,266,346 thousand and NT$44,244 thousand, respectively. The balance of inventory and provision for evaluation loss as stated in the consolidated financial statements of the same date amounted to NT$5,029,126 thousand and NT$176,739 thousand, respectively.
The main product line marketed by Pan-International Industrial Corp. are cables for electronic signals, connectors, PCB and computer peripherals manufactured by subsidiaries. Rapid changes in the technological environment allows for only a short life cycle of the inventory. In addition, the inventory is highly vulnerable to price fluctuations in the market. The result is devaluation due to vfalling prices of inventory, or the risk of phase out is higher. Pan-International Industrial Corp. and its subsidiaries measure the normal sale of inventory using the lower of the cost or the net realizable value. The above provision for the valuation of inventory loss is mainly based on obsolete items or damaged items of inventory. The net realizable value is based on the experience of handling obsolete items of inventory in the estimation. Because the amount of inventory of Pan-International Industrial Corp. and subsidiaries is significant and the inventory covers a great variety of items, it requires human judgment in sorting out the obsolete or damaged items from the inventory. This requires further judgment in the audit. We therefore listed the provision for valuation loss of inventory of PanInternational Industrial Corp. and its subsidiaries as key audit matter.
The appropriate audit procedure
We have conducted the following audit procedures on the provision for valuation loss of obsolete or damaged inventory:
Assess to determine if the policies for recognizing the provision for valuation loss of inventory in the financial statement period is consistent and reasonable.
Examine if the logic of the system of the inventory aging table for the valuation of inventory used by the management is appropriate, in order to confirm that the information presented in the financial statements is congruent with the policies.
Assess to determine if the provision for valuation loss of inventory is reasonable on the basis of the discussion with the management on the valuation of the net realizable value of the obsolete and damaged items of inventory and the supporting documents obtained.
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Appropriateness of Non-Standard Accounting Entries
Description
Accounting entries record the daily transactions that have occurred. They form the financial statement item balances and transaction amounts after posting, accumulating, and classifying. The accounting entries of Pan-International Industrial Corp. are mainly classified into two categories: standard entries and non-standard entries. Standard entries are based on the original transactions' operation processes and approval procedures through the front-end subsystems (sales, purchase, production, and inventory systems). The relevant transaction entries are transferred into the general ledger. For nonstandard entries, the manual operation mode is used to directly record and approve other nonautomatic transfer transactions into the general ledger.
Due to the variety and complexity of non-standard entries, which involve manual work and judgment, Inappropriate accounting entries may lead to major financial statement misrepresentations. Therefore, the CPA believes that non-standard accounting entries have high inherent risks. Therefore, testing for non-standard accounting entries is one of the most critical items to check.
The appropriate audit procedure
The audit procedure used and the general summary is specified as follows:
Understand and evaluate the nature of non-standard accounting entries as well as the effectiveness of the entry generation process and control and the appropriateness of the division of rights and responsibilities for relevant personnel, including subjects such as inappropriate personnel, time, and accounting.
Based on the preceding understanding and evaluation, check the appropriateness of the relevant supporting documents and entries for non-standard entries that were identified as high-risk entries, and ensure they have been established and approved by the responsible personnel.
Additional information - audits conducted by other auditors
Some of the investee companies of Pan-International Industrial Corp. accounted for under the equity method were presented in the Parent Company Only Financial Statements. We did not audit the financial statements of these companies. These financial statements were audited by other certified public accountants, and we have made adjustments to these financial statements to make them consistent in accounting policy and conducted necessary examination procedures. Therefore, we presented an opinion on the above parent company only financial statements and the amount presented thereof is based on the auditors’ report of the other certified public accountants. The investment of the above companies accounted for under the investment by equity method amounted to NT$2,699,707thousand and NT$2,837,693 thousand as of December 31, 2021 and 2020, which accounted for 16% and 19% of the parent company only total assets, respectively. The comprehensive income recognized by the aforementioned companies in the period of January 1 to December 31, 2021 and 2020, amounted to NT$372,751 thousand and NT$179,547 thousand, and accounted for 24% and 25% of the parent company only comprehensive incomes, respectively.
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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 parent company only financial statements free from materials misstatement, whether due to fraud or error.
In preparing the parent company only financial statements., management is responsible for assessing the ability of Pan-International Industrial Corp. to continue as a going concern, disclosing relevant matters, and using the going concern basis of accounting, unless management either intends to liquidate Pan-International Industrial Corp. or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Auditing Committee) are responsible for overseeing the financial reporting process of Pan-International Industrial Corp.
Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance 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 generally accepted auditing standards of the Republic of China will always detect a material misstatement in the parent company only financial statements when it exists. Misstatements can arise from fraud or error. These 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 the auditing principles generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Pan-International Industrial Corp.
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 Pan-International Industrial Corp. and its 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 Pan-International Industrial Corp. to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial
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statements (including the notes to the statements), and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities within Pan-International Industrial Corp. to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the separate audit, and we are responsible for forming an audit opinion on the parent company only financial statements.
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 PanInternational Industrial Corp. in 2021 and therefore are the key audit matters. We describe these matters in our auditors’ 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.
PwC Taiwan
Yung-Chien Hsu
Independent Auditors
Min-Chuan Feng
Former Financial Supervisory Commission, Executive Yuan Approval No.: (84)Tai-Cai-Cheng-VI No. 13377 Former Securities and Futures Bureau, Financial Supervisory Commission, Executive Yuan Approval No.: Jin-Guan-Cheng-VI-Zi No. 0960038033
March 22, 2022
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Pan-International Industrial Corp. Parent Company Only Balance Sheet December 31, 2021 and 2020
Unit: NTD thousand
| Unit: NTD thousand | ||||
|---|---|---|---|---|
| Assets Current assets 1100 Cash and cash equivalents 1170 Net accounts receivable 1180 Accounts receivable - Related parties net 1200 Other receivables 130X Inventory 1479 Other current assets -others 11XX Total current assets Non-Current Assets 1517 Financial assets measured at fair value through other comprehensive income - Non-current 1550 Investment by equity method 1600 Property, plant, and equipment 1760 Net investment property 1840 Deferred tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
Note | December 31, 2021 | December 31, 2020 Amount % $ 1,376,015 9 938,742 6 1,489,916 10 423,543 3 156,274 1 2,270 - 4,386,760 29 1,233,266 9 9,254,068 62 18,788 - 34,371 - 27,451 - 248 - 10,568,192 71 $ 14,954,952 100 |
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| Amount | % | Amount $ 1,376,015 938,742 1,489,916 423,543 156,274 2,270 4,386,760 1,233,266 9,254,068 18,788 34,371 27,451 248 10,568,192 $ 14,954,952 |
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| 6 (1) 6 (2) 7 7 6 (3) 6 (4) 6 (5) 6 (6) 6 (7) 6 (20) |
$ 1,570,109 1,035,702 1,783,997 76,087 1,222,102 2,315 |
9 6 10 1 7 - |
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| 5,690,312 | 33 |
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| 1,694,849 9,715,551 17,980 34,151 18,076 48,649 |
10 57 - - - - |
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| 11,529,256 | 67 |
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| $ 17,219,568 | 100 |
(To be Continued)
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Pan-International Industrial Corp. Parent Company Only Balance Sheet December 31, 2021 and 2020
Unit: NTD thousand
| LIABILITIES AND EQUITY | Note December 31, 2021 December 31, 2020 Amount % Amount % 6 (8) $ 553,600 3 $ 1,367,040 9 6 (15) 628,363 4 42,286 - 1,484,688 9 661,873 4 7 1,633,370 9 1,299,798 9 6 (9) 184,233 1 174,857 1 6 (20) 144,503 1 77,878 1 555 - 500 - 4,629,312 27 3,624,232 24 6 (20) 165,104 1 147,286 1 6 (10) 8,624 - 12,459 - 5,186 - 5,186 - 178,914 1 164,931 1 4,808,226 28 3,789,163 25 6 (11) 5,183,462 30 5,183,462 35 6 (12) 1,503,606 8 1,503,606 10 6 (13) 1,138,619 7 1,062,342 7 1,349,724 8 1,312,274 9 4,308,365 25 3,453,829 23 6 (14) ( 1,072,434 ) ( 6 ) ( 1,349,724 ) ( 9 ) 12,411,342 72 11,165,789 75 9 $ 17,219,568 100 $ 14,954,952 100 |
|---|---|
| Current liability 2100 Short-term borrowings 2130 Contractual liabilities - Current 2170 Accounts payable 2180 Accounts payable - Related parties 2200 Other payables 2230 Current tax liabilities 2399 Other current liabilities - Other 21XX Total current liabilities Non-current liabilities 2570 Deferred tax liabilities 2640 Net defined benefit liabilities- noncurrent 2670 Other noncurrent liabilities - others 25XX Total non-current liabilities 2XXX Total liabilities interests Share capital 3110 Common share capital Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings Other equities 3400 Other equities 3XXX Total equity Significant Contingent Liabilities and Unrecognized Commitments 3X2X Total liabilities and equity |
The notes to the parent company only financial statements attached constitute an integral part of the parent company only financial statements, please refer to them, too.
Chairman of the Board: Sung-Fa Lu Managerial Officer: Sung-Fa Lu
Accounting Supervisor: Feng-An Huang
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Pan-International Industrial Corp.
Parent Company Only Comprehensive Income Statement January 1 to December 31, 2021 and 2020
Unit: NTD thousand (except in NTD for earnings per share)
| Item | Note | 2021 | |
| 4000 Operating revenue 5000 Operating cost 5900 Operating profit margin Operating expenses 6100 Selling and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit impairment 6000 Total operating expenses 6900 Operating profit Non-operating income and expense 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7070 The proportion of income from subsidiaries, associates, and joint ventures accounted for under the equity method 7000 Total non-operating income and expenses 7900 Net income before tax 7950 Income tax expense 8200 Net income for the period Other comprehensive income (net) Items that will not be reclassified subsequently to profit or loss 8311 Remeasured value of defined benefit plan 8316 Unrealized evaluation profit and loss of equity instrument investment measured at fair value through other comprehensive income 8330 The other comprehensive income from subsidiaries, associates, and joint ventures accounted for under the equity method- items not reclassified as income 8349 Income tax related to items not reclassified 8310 Total of items not reclassified to profit or loss Items that may be reclassified subsequently to profit or loss: 8361 Currency translation difference 8360 Total of items that may be reclassified subsequently to profit or loss: 8300 Other comprehensive income (net) 8500 Total comprehensive income in the current period Earnings per share (EPS) 9750 Basic earnings per share 9850 Diluted earnings per share |
6 (15) and 7 6 (13) (18) and 7 6 (18) 12 (2) 6 (16) 6 (17) 6 (19) 6 (20) 6 (10) 6 (14) 6 (21) 6 (20) 6 (14) 6 (22) |
The notes to the parent company only financial statements attached constitute an integral part of the parent company only financial statements, please refer to them, too.
Chairman of the Board: Sung-Fa Lu Managerial Officer: Sung-Fa Lu
Accounting supervisor: Feng-An Huang
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Pan-International Industrial Corp. Parent Company Only Statement of Changes in Shareholders Equity January 1 to December 31, 2021 and 2020
| Note | Common share capital |
Capital surplus | Retained earnings | Retained earnings | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital reserve - Issuancepremium |
Capital reserve - Treasury share transaction |
Capital reserve - difference between the price and face value from the acquisition or disposal of equity with subsidiaries. |
Legal reserve |
Special reserve | Unappropriated earnings |
Currency translation difference |
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| 2020 January 1 Net income for the period Other comprehensive income recognized for the period 6 (14) (21) Total comprehensive income in the current period Earnings distribution and provisions for 2019: 6 (13) Provision of legal reserve Provision of special reserve Cash dividends Equity instruments measured at fair value through other comprehensive income 6 (14) December 31 2021 January 1 Net income for the period Other comprehensive income recognized for the period 6 (14) (21) Total comprehensive income in the current period Earnings distribution and provisions for 2020: 6 (13) Provision of legal reserve Provision of special reserve Cash dividends The invested company's capital reduction refund exceeded the book value Equity instruments measured at fair value through other comprehensive income 6 (14) December 31 |
$ 5,183,462 | $ 1,402,318 | $ 98,543 | $ 2,745 | $ 959,410 | $ 883,205 | $ 3,741,403 663,190 20,860 684,050 ( 102,932 ) ( 429,069 ) ( 518,346 ) 78,723 $ 3,453,829 $ 3,453,829 967,232 1,128 968,360 ( 76,277 ) ( 37,450 ) ( 336,925 ) 641 336,187 $ 4,308,365 |
($ 1,061,916 ) - ( 101,216 ) ( 101,216 ) - - - - ($ 1,163,132 ) ($ 1,163,132 ) - ( 197,527 ) ( 197,527 ) - - - - - ($ 1,360,659 ) |
( ( ( ( ( |
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| $ 5,183,462 | $ 1,402,318 | $ 98,543 | $ 2,745 | $ 1,062,342 | $ 1,312,274 | ||||||
| $ 5,183,462 | $ 1,402,318 | $ 98,543 | $ 2,745 | $ 1,062,342 | $ 1,312,274 | ||||||
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- |
- |
||||||
| - - - - - |
- - - - - |
- - - - - |
- - - - - - |
76,277 - - - - |
- 37,450 - - - |
||||||
| $ 5,183,462 | $ 1,402,318 | $ 98,543 | $ 2,745 | $ 1,138,619 | $ 1,349,724 |
The notes to the parent company only financial statements attached constitute an integral part of the parent company only financial statements, please refer to them, too.
Managerial Officer: Sung-Fa Lu
Chairman of the Board: Sung-Fa Lu
Accounting Supervisor: Feng-An Huang
-16-
Pan-International Industrial Corp. Parent Company Only Statement of Cash Flows January 1 to December 31, 2021 and 2020
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments income and expenses items Depreciation expenses and amortizations Provision for expected credit impairment loss Net benefits of financial assets and liabilities measured at fair value through the income Interest expense Interest income Dividend income The proportion of income from subsidiaries, associates, and joint ventures accounted for under the equity method Unrealized foreign exchange gain Changes in assets/liabilities related to operating activities Net change in assets related to operating activities Net accounts receivable Accounts receivable - Related parties net Inventory Other receivables Other current assets Net change in liabilities related to operating activities Accounts payable Accounts payable - Related parties Other payables Other current liabilities Other non-current liabilities Contractual liabilities Cash inflow from operations Income tax paid Net cash inflow from operating activities Cash flows from investing activities Decrease of funds lend to related parties Return of investment shares using the investment by equity method Proceeds from disposal of financial assets measured at fair value through other comprehensive income Refund of capital investment in financial assets measured at fair value through other comprehensive income Purchase of property, plant and equipment Decrease (increase) of receivables from purchase of materials for a third party Decrease in refundable deposits Interest received Dividend received Acquisition of financial assets at fair value through profit or loss Disposal of financial assets at fair value through profit or loss Increase in other non-current assets Net cash inflow (outflow) from investment activities Cash flows from financing activities Decrease in short-term borrowings Interest paid Cash dividend payment Net cash outflow from financing activities Increase in cash and cash equivalents in the current period Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period |
Unit: NTD thousand Note January 1 to December 31, 2021 January 1 to December 31, 2020 $ 1,146,747 $ 758,715 6 (18) 1,403 1,544 12 (2) 1,937 1,848 6 (17) ( 11,188 ) - 6 (19) 5,302 21,966 ( 6,276 ) ( 8,343 ) 6 (16) ( 25,200 ) - ( 427,452 ) ( 341,342 ) 6 (23) ( 29,160 ) ( 73,935 ) ( 98,782 ) 452,597 ( 294,196 ) 1,222,520 ( 1,065,828 ) 612,472 97,204 42,563 ( 7,200 ) 1,141 822,815 ( 433,166 ) 333,572 ( 802,798 ) ( 7,034 ) ( 41,780 ) - ( 268 ) - ( 2,151 ) 586,077 5,838 1,022,741 1,417,421 ( 85,841 ) ( 54,167 ) 936,900 1,363,254 284,800 946 110,000 - - 166,954 9,060 9,439 6 (6) ( 88 ) ( 220 ) ( 6,804 ) 3,423 - 211 6,276 8,343 25,200 - ( 1,902 ) - 5,846 - ( 48,687 ) - 383,701 189,096 6 (23) ( 784,280 ) ( 132,975 ) ( 5,302 ) ( 21,966 ) 6 (13) ( 336,925 ) ( 518,346 ) ( 1,126,507 ) ( 673,287 ) 194,094 879,063 1,376,015 496,952 $ 1,570,109$ 1,376,015 |
|---|---|
The notes to the parent company only financial statements attached constitute an integral part of the parent company only financial statements, please refer to them, too.
Chairman of the Board: Sung-Fa Lu Managerial Officer: Sung-Fa Lu
Accounting Supervisor: Feng-An Huang
-17-
Independent Auditors’ Review Report (2022) Cai-Shen-Bao-Zi No. 21003341
To Pan-International Industrial Corp.
Audit Opinions
We have audited the consolidated balance sheet of December 31, 2021 and December 31, 2020, the consolidated comprehensive income sheet, consolidated statement of changes in equity, consolidated statement of cash flows from January 1 to December 31, 2021 and 2020, and the notes to the consolidated financial statements (including the summary of material accounting policies) of PanInternational Industrial Corp. and its subsidiaries (hereinafter “Pan-International Group”).
In our opinion, on the basis of the result of our audit and the audit reports presented by other accountants (please refer to additional information section), all the material items prepared in these consolidated financial statements are in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), interpretations and interpretation announcements recognized by the Financial Supervisory Commission. Therefore, they are able to properly express the consolidated financial status of Pan-International Group as of December 31, 2021 and 2020, and the consolidated financial performance and consolidated cash flows from January 1 to December 31, 2021 and 2020.
Basis of our opinions
We have conducted the audit according to the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Generally Accepted Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of Consolidated Financial Statements. We are independent of PanInternational Group in accordance with the CPA Code of Professional Ethics of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. On the basis of the result of our audit and the audit reports presented by other certified public accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 consolidated financial statements of the Group in 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters of the consolidated financial statements of the year 2021 of Pan-International Group are as follows:
Assessment of the provision for valuation loss on inventory
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Description
For additional information on the accounting policy of inventory valuation, refer to Note 4 (14) of the consolidated financial statements. For information on the uncertainty of accounting estimates and assumptions for inventory valuation, refer to Note 5 (2) of the consolidated financial statements. For a description of the inventory items, refer to Note 6 (4) of the consolidated financial statements. As of December 31, 2021, Pan-International Group recognized inventory loss and provision for valuation loss of inventory amounting to NT$5,029,126 thousand and NT$176,739 thousand, respectively.
Pan-International Group mainly produces cables for electronic signals, connectors, PCB and computer peripherals manufactured by subsidiaries. Rapid changes in the technological environment allow for only a short life cycle of the inventory. In addition, the inventory is highly vulnerable to price fluctuations in the market. The result is devaluation due to falling prices of inventory, or the risk of phase out is higher. Pan-International Group measures the normal sale of inventory using the lower of the cost or the net realizable value. The above provision for the valuation of inventory loss is mainly based on obsolete items or damaged items of inventory. The net realizable value is based on the experience of handling obsolete items of inventory in the estimation. Because the amount of inventory of Pan-International Group is significant and the inventory covers a great variety of items, it requires human judgment in sorting out the obsolete or damaged items from the inventory. This requires further judgment in the audit. We therefore listed the provision for valuation loss of inventory of Pan-International Group as key audit matter.
The appropriate audit procedure
We have conducted the following audit procedures on the provision for valuation loss of obsolete or damaged inventory:
Assess to determine if the policies for recognizing the provision for valuation loss of inventory in the financial statement period is consistent and reasonable.
Examine if the logic of the system of the inventory aging table for the valuation of inventory used by the management is appropriate, in order to confirm that the information presented in the financial statements is congruent with the policies.
Assess to determine if the provision for valuation loss of inventory is reasonable on the basis of the discussion with the management on the valuation of the net realizable value of the obsolete and damaged items of inventory and the supporting documents obtained.
Appropriateness of Non-Standard Accounting Entries
Description
Accounting entries record the daily transactions that have occurred. They form the financial statement item balances and transaction amounts after posting, accumulating, and classifying. The accounting entries of Pan-International Group are mainly classified into two categories: standard entries and nonstandard entries. Standard entries are based on the original transactions' operation processes and approval procedures through the front-end subsystems (sales, purchase, production, and inventory systems). The relevant transaction entries are transferred into the general ledger. For non-standard entries, the manual operation mode is used to directly record and approve other non-automatic transfer transactions into the general ledger.
Due to the variety and complexity of non-standard entries, which involve manual work and judgment, Inappropriate accounting entries may lead to major financial statement misrepresentations. Therefore, the CPA believes that non-standard accounting entries have high inherent risks. Therefore, testing for non-standard accounting entries is one of the most critical items to check.
-19-
The appropriate audit procedure
The audit procedure used and the general summary is specified as follows:
Understand and evaluate the nature of non-standard accounting entries as well as the effectiveness of the entry generation process and control and the appropriateness of the division of rights and responsibilities for relevant personnel, including subjects such as inappropriate personnel, time, and accounting.
Based on the preceding understanding and evaluation, check the appropriateness of the relevant supporting documents and entries for non-standard entries that were identified as high-risk entries, and ensure they have been established and approved by the responsible personnel.
Additional information - audits conducted by other auditors
Some of the investee companies of Pan-International Group accounted for under the equity method were presented in the consolidated financial statements. We did not audit the financial statements of these companies. These financial statements were audited by other certified public accountants, and we have made adjustments to these financial statements to make them consistent in accounting policy and conducted necessary examination procedures. Therefore, the opinions on the aforementioned consolidated financial statements regarding the amount presented in the aforementioned financial statements of these companies before adjustment were based on the Auditors’ Report of other certified public accountants. The total assets of the aforementioned companies (including the investment by equity method) as of December 31, 2021 and 2020, amounted to NT$6,473,851 thousand and NT$5,766,000 thousand, respectively, accounting for 27% and 28% of the consolidated total assets, respectively. Revenue for the years ended December 31, 2021 and 2020, amounted to NT$7,356,134 thousand and NT$5,225,571 thousand, respectively, accounting for 30% and 25% of the consolidated net operating revenue, respectively.
Additional information - Issuance of Auditors’ Report on Parent Company Only Financial Statements
Pan-International Industrial Corp. has prepared the parent company only financial statements of 2021 and 2020. We have audited these statements and issued an unqualified opinion and additional information. Auditors’ Reports issued by other accountants are on record for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements.
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the IFRS, IAS, IFRIC and SIC recognized by the Financial Supervisory Commission and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
-20-
In preparing the consolidated financial statements., management is responsible for assessing the ability of Pan-International Group to continue as a going concern, disclosing relevant matters, and using the going concern basis of accounting, unless management either intends to liquidate PanInternational Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Auditing Committee) are responsible for overseeing the financial reporting process of Pan-International Group.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing principles generally accepted in the Republic of China will always detect a material misstatement in the financial statements when it exists. Misstatements can arise from fraud or error. These 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 financial statements.
As part of an audit in accordance with the auditing principles generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Pan-International Group.
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 Pan-International Group and its 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 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 Pan-International Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements (including the notes to the statements), and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit, and we are responsible for forming an audit opinion on the Group.
-21-
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 consolidated financial statements of PanInternational Group in 2021 and therefore are the key audit matters. We describe these matters in our auditors’ 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.
PwC Taiwan
Yung-Chien Hsu
Independent Auditors
Min-Chuan Feng
Former Financial Supervisory Commission, Executive Yuan Approval No.: (84)Tai-Cai-Cheng-VI No. 13377 Former Securities and Futures Bureau, Financial Supervisory Commission, Executive Yuan Approval No.: Jin-Guan-Cheng-VI-Zi No. 0960038033
March 22, 2022
-22-
Pan-International Industrial Corp. and Subsidiaries Consolidated Balance Sheets
December 31, 2021 and 2020
Unit: NTD thousand
| Assets Current assets 1100 Cash and cash equivalents 1110 Financial assets at FVTPL - Current 1150 Net notes receivable 1170 Net accounts receivable 1180 Accounts receivable - Related parties net 1200 Other receivables 130X Inventory 1470 Other current assets 11XX Total current assets Non-Current Assets 1517 Financial assets measured at fair value through other comprehensive income - Non-current 1550 Investment by equity method 1600 Property, plant, and equipment 1755 Right-of-use assets 1760 Net investment property 1780 Intangible asset 1840 Deferred tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
Note | December 31, 2021 | December 31, 2021 | December 31, 2020 Amount % $ 7,544,242 36 54,250 - 41 - 2,564,231 12 2,759,169 13 118,590 1 1,967,196 10 159,825 1 15,167,544 73 2,367,713 12 804,554 4 1,670,684 8 288,179 1 234,558 1 36,963 - 90,266 1 19,163 - 5,512,080 27 $ 20,679,624 100 |
|---|---|---|---|---|
| Amount | % | Amount $ 7,544,242 54,250 41 2,564,231 2,759,169 118,590 1,967,196 159,825 15,167,544 2,367,713 804,554 1,670,684 288,179 234,558 36,963 90,266 19,163 5,512,080 $ 20,679,624 |
||
| 6 (1) 6 (2) 6 (3) 6 (3) 7 6 (5) and 7 6 (4) 8 6 (5) 6 (6) and 8 6 (7) and 8 6 (8) and 8 6 (9) and 8 6 (10) 6 (24) 6 (13) and 8 |
$ 6,241,785 11,336 5,707 2,917,801 3,305,089 706,222 4,852,387 267,069 |
26 - - 12 13 3 20 1 |
||
| 18,307,396 | 75 |
|||
| 2,406,698 742,334 2,152,912 319,099 214,527 36,218 73,568 69,672 |
10 3 9 2 1 - - - |
|||
| 6,015,028 | 25 |
|||
| $ 24,322,424 | 100 |
(To be Continued)
-23-
Pan-International Industrial Corp. and Subsidiaries Consolidated Balance Sheets
December 31, 2021 and 2020
Unit: NTD thousand
| LIABILITIES AND EQUITY | Note December 31, 2021 December 31, 2020 Amount % Amount % 6 (11) $ 1,028,206 4 $ 1,568,333 8 6 (19) and 7 939,066 4 395,622 2 64,745 - - - 4,883,276 20 2,813,815 14 7 1,312,672 6 1,356,093 7 6 (12) 1,246,495 5 905,806 4 252,298 1 309,283 1 7 79,991 - 73,157 - 25,990 - 28,282 - 9,832,739 40 7,450,391 36 6 (24) 290,552 1 269,971 1 7 86,182 1 147,802 1 6 (13) 19,036 - 23,166 - 395,770 2 440,939 2 10,228,509 42 7,891,330 38 6 (14) 5,183,462 21 5,183,462 25 6 (15) 1,503,606 6 1,503,606 8 6 (16) 1,138,619 5 1,062,342 5 1,349,724 6 1,312,274 6 4,308,365 18 3,453,829 17 6 (17) ( 1,072,434 ) ( 5 ) ( 1,349,724 ) ( 7 ) 12,411,342 51 11,165,789 54 6 (18) 1,682,573 7 1,622,505 8 14,093,915 58 12,788,294 62 9 $ 24,322,424 100 $ 20,679,624 100 |
|---|---|
| Current liability 2100 Short-term borrowings 2130 Contractual liabilities - Current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - Related parties 2200 Other payables 2230 Current tax liabilities 2280 Lease liabilities - Current 2399 Other current liabilities - Other 21XX Total current liabilities Non-current liabilities 2570 Deferred tax liabilities 2580 Lease liabilities - Non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of the parent company Share capital 3110 Common share capital Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings Other equities 3400 Other equities 31XX Total equity attributable to owners of the parent company 36XX Non-controlling interests 3XXX Total equity Significant Contingent Liabilities and Unrecognized Commitments 3X2X Total liabilities and equity |
The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too.
Chairman: Sung-Fa Lu Managerial Officer: Sung-Fa Lu Accounting supervisor: Feng-An Huang
-24-
Pan-International Industrial Corp. and Subsidiaries Consolidated Statements of Comprehensive Income January 1 to December 31, 2021 and 2020
Unit: NTD thousand (except in NTD for earnings per share)
| Item | Note | 2021 | |
| 4000 Operating revenue 5000 Operating cost 5900 Operating profit margin Operating expenses 6100 Selling and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit impairment 6000 Total operating expenses 6900 Operating profit Non-operating income and expense 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7060 Share of profits and losses of affiliated companies and joint ventures recognized by the equity method 7000 Total non-operating income and expenses 7900 Net income before tax 7950 Income tax expense 8200 Net income for the period |
6 (19) and 7 6 (4) (22) and 7 6 (22) 12 (2) 6 (20) 6 (21) 6 (23) 6 (6) 6 (24) |
(To be Continued)
-25-
Pan-International Industrial Corp. and Subsidiaries Consolidated Statements of Comprehensive Income
January 1 to December 31, 2021 and 2020
Unit: NTD thousand
(except in NTD for earnings per share)
| Unit: NTD thousand (except in NTD for earnings per share) |
|
|---|---|
| Item | 2021 2020 Note Amount % Amount % 6 (14) $ 1,547 - $ 26,079 - 6 (17) 847,889 3 142,489 1 6 (24) ( 37,195 ) - ( 5,233 ) - 812,241 3 163,335 1 6 (17) (18) ( 308,852 ) ( 1 ) ( 161,568 ) ( 1 ) ( 308,852 ) ( 1 ) ( 161,568 ) ( 1 ) $ 503,389 2 $ 1,767 - $ 1,665,986 7 $ 792,262 4 $ 967,232 4 $ 663,190 3 195,365 1 127,305 1 $ 1,162,597 5 $ 790,495 4 $ 1,581,837 7 $ 725,323 4 84,149 - 66,939 - $ 1,665,986 7 $ 792,262 4 6 (25) $ 1.87 $ 1.28 $ 1.86 $ 1.27 |
| Items that will not be reclassified subsequently to profit or loss 8311 Remeasured value of defined benefit plan 8316 Unrealized evaluation profit and loss of equity instrument investment measured at fair value through other comprehensive income 8349 Income tax related to items not reclassified 8310 Total of items not reclassified to profit or loss Items that may be reclassified subsequently to profit or loss: 8361 Currency translation difference 8360 Total of items that may be reclassified subsequently to profit or loss: 8300 Other comprehensive income (net) 8500 Total comprehensive income in the current period NET PROFIT ATTRIBUTABLE TO: 8610 Owners of the parent company 8620 Non-controlling interests Total comprehensive income attributable to: 8710 Owners of the parent company 8720 Non-controlling interests Earnings per share (EPS) 9750 Basic earnings per share 9850 Diluted earnings per share |
The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too.
Chairman: Sung-Fa Lu
Managerial Officer: Sung-Fa Lu Accounting supervisor: Feng-An Huang
-26-
Pan-International Industrial Corp. and Subsidiaries Consolidated Statements of Changes Equity January 1 to December 31, 2021 and 2020
Unit: NTD thousand
| 2020 Balance on January 1 Net income for the period Other comprehensive income recognized for the period Total comprehensive income in the current period Earnings distribution and provisions for 2019: Provision of legal reserve Provision of special reserve Cash dividends Equity instruments measured at fair value through other comprehensive income Decrease in non-controlling interests Balance on December 31 2021 Balance on January 1 Net income for the period Other comprehensive income recognized for the period Total comprehensive income in the current period Earnings distribution and provisions for 2020: Provision of legal reserve Provision of special reserve Cash dividends Decrease in non-controlling interests The refund of share payments from the investee’s capital reduction exceeds the book value Equity instruments measured at fair value through other comprehensive income Balance on December 31 |
Note | Equitya | ttributable to owners | ttributable to owners | of theparent compa | ny | Non-controlling interests |
Total Equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common share capital |
Capital | surplus | Retained earnings | Othe | r equities | Total | ||||||||||||
| Capital reserve - Issuance premium |
Capital reserve - Treasury share transaction |
Legal reserve | Special reserve | Unappropriated earnings $ 3,741,403 663,190 20,860 684,050 ( 102,932 ) ( 429,069 ) ( 518,346 ) 78,723 - $ 3,453,829 $ 3,453,829 967,232 1,128 968,360 ( 76,277 ) ( 37,450 ) ( 336,925 ) - 641 336,187 $ 4,308,365 |
Unappropriated earnings |
Currency translation difference |
Unrealized Gain (Loss) on Financial Assets at Fair Value through Other Comprehensive Income |
|||||||||||
| 6 (17) 6 (16) 6 (17) 6 (18) 6 (17) 6 (16) 6 (18) 6 (5) (17) |
$ 5,183,462 | $ 1,402,318 | $ 101,288 | $ 959,410 | $ 883,205 | ( ( ( ( ( ( ( ( |
$ 1,061,916 ) - 101,216 ) 101,216) - - - - - $ 1,163,132 ) $ 1,163,132 ) - 197,527 ) 197,527 ) - - - - - - $ 1,360,659 ) |
($ 250,358 ) - 142,489 142,489 - - - ( 78,723 ) - ($ 186,592 ) ($ 186,592 ) - 811,004 811,004 - - - - - 336,187 $ 288,225 |
$ 10,958,812 663,190 62,133 725,323 - - ( 518,346 ) - - $ 11,165,789 $ 11,165,789 967,232 614,605 1,581,837 - - ( 336,925 ) - 641 - $ 12,411,342 |
$ 1,619,122 127,305 ( 60,366 ) 66,939 - - - - ( 63,556 ) $ 1,622,505 $ 1,622,505 195,365 ( 111,216 ) 84,149 - - - ( 24,081 ) - - $ 1,682,573 |
$ 12,577,934 790,495 1,767 792,262 - - ( 518,346 ) - ( 63,556 ) $ 12,788,294 $ 12,788,294 1,162,597 503,389 1,665,986 - - ( 336,925 ) ( 24,081 ) ( 641 ) ( - ) $ 14,093,915 |
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| - - |
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- - |
- - |
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| - | - |
- |
- |
- |
||||||||||||||
| - - - - - |
- - - - - |
- - - - - |
102,932 - - - - |
- 429,069 - - - |
||||||||||||||
| $ 5,183,462 | $ 1,402,318 | $ 101,288 | $ 1,062,342 | $ 1,312,274 | ||||||||||||||
| $ 5,183,462 | $ 1,402,318 | $ 101,288 | $ 1,062,342 | $ 1,312,274 | ||||||||||||||
| - - |
- - |
- - |
- - |
- - |
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| - | - |
- |
- |
- |
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| - - - - - - |
- - - - - - |
- - - - - - |
76,277 - - - - - |
- 37,450 - - - - |
||||||||||||||
| $ 5,183,462 | $ 1,402,318 | $ 101,288 | $ 1,138,619 | $ 1,349,724 |
The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too.
Chairman: Sung-Fa Lu
Managerial Officer: Sung-Fa Lu Accounting supervisor: Feng-An Huang
-27-
Pan-International Industrial Corp. and Subsidiaries
Consolidated Statements of Cash Flows January 1 to December 31, 2021 and 2020
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments income and expenses items Depreciation expenses and amortizations Provision for expected credit impairment loss Net benefits of financial assets and liabilities measured at fair value through the income Interest expense Interest income Dividend income Income from rental reduction Share of profits and losses of affiliated companies recognized by the equity method Unrealized foreign exchange gain Net loss from the disposal of property, plant and equipment Gain on disposal of investments Changes in assets/liabilities related to operating activities Net change in assets related to operating activities Financial assets and liabilities measured at fair value through the income Net notes receivable Net accounts receivable Accounts receivable - Related parties net Other receivables Inventory Other current assets Net change in liabilities related to operating activities Notes payable Accounts payable Accounts payable - Related parties Other payables Other current liabilities Contractual liabilities Other non-current liabilities Cash inflow from operations Income tax paid Net cash inflow from operating activities Cash flows from investing activities Acquisition of financial assets at fair value through profit or loss Disposal of financial assets at fair value through profit or loss Proceeds from disposal of financial assets measured at fair value through other comprehensive income Refund of capital investment in financial assets measured at fair value through other comprehensive income Acquisition of subsidiaries (deducting cash acquired) Purchase property, plant and equipment assets Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Increase in other non-current assets Interest received Dividend received Net cash inflow (outflow) from investment activities Cash flows from financing activities Increase (decrease) in short-term borrowings Lease principal repayment Cash dividend payment Interest paid Number of cash dividends paid to non-controlling interests Net cash outflow from financing activities Impact of changes in the exchange rate on cash and cash equivalents Increase (decrease) in cash and cash equivalents in the current period Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period |
Unit: NTD thousand Note January 1 to December 31, 2021 January 1 to December 31, 2020 $ 1,549,425 $ 1,193,266 6 (22) 417,290 398,648 12 (2) 3,682 15,297 6 (21) ( 29,210 ) ( 48,804 ) 6 (23) 12,892 35,099 ( 84,741 ) ( 111,701 ) 6 (20) ( 25,416 ) ( 1,547 ) ( 3,123 ) ( 4,308 ) 6 (6) 62,220 34,001 ( 29,160 ) ( 73,935 ) 6 (21) 4,955 9,986 6 (21) ( 14,520 ) - 58,548 73,172 ( 20,641 ) 6,163 ( 392,468 ) ( 28,825 ) ( 345,508 ) 1,345,988 ( 24,185 ) ( 19,447 ) ( 2,510,368 ) 504,125 ( 93,717 ) 39,449 ( 54,870 ) - 1,557,708 ( 491,909 ) ( 31,598 ) ( 837,050 ) 85,959 ( 132,455 ) ( 8,414 ) ( 13,969 ) 543,444 132,511 ( 5,452 ) ( 24,365) 622,732 1,999,390 ( 424,956) ( 266,843) 197,776 1,732,547 ( 1,902 ) - 5,846 - 6 (5) 239,883 285,612 9,060 10,271 6 (27) ( 100,004 ) - 6 (27) ( 624,820 ) ( 339,936 ) 13,594 41,610 - ( 691 ) 3,368 616 ( 61,523 ) ( 6,711 ) 84,741 111,965 25,416 1,547 ( 406,341) 104,283 6 (28) ( 493,359 ) 67,382 ( 59,263 ) ( 65,934 ) 6 (16) ( 336,925 ) ( 518,346 ) ( 12,892 ) ( 34,549 ) 6 (18) ( 61,002 ) ( 63,556) ( 963,441) ( 615,003) ( 130,451 ) 121,904 ( 1,302,457 ) 1,343,731 7,544,242 6,200,511 $ 6,241,785 $ 7,544,242 |
|---|---|
The attached notes to the consolidated financial report are part of this consolidated financial report. Please refer to them, too.
Chairman: Sung-Fa Lu
Managerial Officer: Sung-Fa Lu
Accounting supervisor: Feng-An Huang
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Attachment 4
Pan-International Industrial Corp. Earnings Distribution Table
2021
Unit:
Item
Unappropriated retained earnings at beginning of the term
Plus: Ensure the remeasured amount is recognized as retained surplus after determining the benefit plan. Plus: Use equity instruments at fair value through other comprehensive income to transfer benefits to retained surplus. Plus: Net income after tax
Minus: Appropriated statutory surplus reserve Add: Special Surplus Reserve Reversed Earnings available for distribution
In New Taiwan Dollars Amount 3,003,177,696 1,128,173 336,828,780 967,231,711 (130,518,866) 277,289,354 4,455,136,848
Item for distribution: Shareholders’ cash dividends (Note) Ending undistributed earnings
NT$1.00 per share (518,346,282) 3,936,790,566
Note 1: The earnings of 2021 is to be distributed in priority for this year.
Note 2: According to the provisions Article 21 of the Articles of Incorporation, for the issuance of cash dividends and bonuses resolved by the board of directors, the board of directors is authorized to establish the distribution plan and to report to the shareholders’ meeting.
Chairman of the Board: Sung-Fa Lu
Managerial Officer: Accounting Supervisor: Sung-Fa Lu Feng-An Huang
29
Attachment 5
Pan-International Industrial Corp.
Procedure for Acquisition and Disposal of Asstes Article Revision
Comparison Table
| Comparison Table | ||
|---|---|---|
| Revised Articles | Original Article | Explanation |
| Article 6: Valuation Report or Opinion I. Valuation Report or…Provisions for Acquisitions by the Company (I) Never…, not limited. (II) Transaction ……… status. (III) Company ……… status. When issuing valuation reports or opinions, the preceding appraisers shallcomply with the self-discipline regulations of their respective trade associationsand abide by the following matters: (I) Case undertaking … independence. (II) Appropriate operating procedures shall be properly planned and implemented during caseimplementation to form a conclusion and issue a report or opinion letter accordingly. The procedures, data collected, and conclusion shall be documented in the case paperwork. (III) Theappropriatenessand rationality of the data sources, parameters, and information used shall be evaluated item by item to serve as the foundation for issuing the valuation report or opinion letter. (IV) The declaration items shall include the professionalism and independence of the relevantpersonnel and |
Article 6: Valuation Report or Opinion I. Valuation Report or…Provisions for Acquisitions by the Company (I) Never…, not limited. (II) Transaction ……… status. (III) Company ……… status. The appraisal report or opinion issued by the preceding personnel shall be handled according to the following matters: (I) Case undertaking … independence. (II) During the investigation of the case, properly plan and implement the operational procedures to form the conclusions and produce reports or opinions; and detail all of the execution procedures, information collected, and conclusions in the case draft. (III) In terms of information sources, parameters, data, etc., each item’s completeness, correctness, and reasonableness must be assessed item by item as the basis for issuing a valuation report or opinion. (IV) Declaration items shall include the professionalism and independence of the relevant personnel required to evaluate the reasonableness and correctnessof the |
1. To clarify the procedures and responsibilities that external experts must follow, such experts must abide by the self-discipline regulations of their respective trade associations in addition to the items listed in the existing Paragraph 2. 2. Partial text adjustments. |
30
specify that the information information used as well as used has been assessed to be compliance with relevant appropriate, reasonable, and laws and regulations. in compliance with the relevant laws and (omit the following) regulations. (omit the following)
| specify that the information used has been assessed to be appropriate,reasonable, and in compliance with the relevant laws and regulations. (omit the following) |
specify that the information used has been assessed to be appropriate,reasonable, and in compliance with the relevant laws and regulations. (omit the following) |
information used as well as compliance with relevant laws and regulations. (omit the following) |
|
|---|---|---|---|
| Article 7: Ha Ac Re Ri I. Evalua II. Operat (I) |
ndling Procedures for quisition or Disposal of al Property, Equipment, or ght-of-use Assets Thereof tion Procedure ion Procedure: The company Acquisition or disposal of real property, equipment, or right-of-use assets thereof; unless ... stipulated: 1. Because of special ... same. 2. Transaction amount ... valuation. 3. If the professional appraiser’s result shows any one of the following conditions, a CPA shall be consulted to express specific opinions on the reason for the price difference and fairness of the transaction price unless the appraisal results indicate that the assets acquired are all higher than the transaction amount or the results indicated that the assets disposed of are all lower than the |
Article 7: Handling Procedures for Acquisition or Disposal of Real Property, Equipment, or Right-of-use Assets Thereof I. Evaluation Procedure II. Operation Procedure: (I) Acquisition or disposal of real property, equipment,or right-of-use assets thereof by the Company; unless ... stipulated: 1. Because of special ... same. 2. Transaction amount ... valuation. 3. If the professional appraiser’s result shows any one of the following conditions, a CPA shall be consulted tohandle the matter according to the Auditing Standards Bulletin No. 20 promulgated by the Accounting Research and Development Foundation in Taiwan (hereafter “Accounting Research and Development Foundation”),and express specific opinions on the reason for theprice |
Considering that Article 6 has been amended and updated to require external experts to issue opinions according to the self-discipline regulations of their respective trade associations, it has already covered the procedures for CPAs to issue opinions. Therefore, according to the Auditing Standards Bulletin No. 20 promulgated by the Accounting Research and Development Foundation, the texts for handling have been deleted. |
-
Article 7: Handling Procedures for Acquisition or Disposal of Real Property, Equipment, or Right-of-use Assets Thereof
-
I. Evaluation Procedure
-
II. Operation Procedure:
- (I) The company Acquisition or disposal of real property, equipment, or right-of-use assets thereof; unless ... stipulated:
31
-
transaction amount: difference and fairness of (1) Appraiser….. the transaction price (2) 2 enterprises….. unless the appraisal
-
- The professional results indicated that the appraiser’s report date assets acquired are all and the contract higher than the establishment date shall transaction amount or the not exceed three results indicated that the months. However, the assets disposed of are all original professional lower than the transaction appraiser may issue a amount: written opinion if the (1) Appraiser….. current value of the (2) 2 enterprises….. same period is 4. The professional applicable and less than appraiser’s report date six months. and the contract establishment date shall not exceed three months. However, the original professional appraiser may issue a written opinion if the current value of the same period is applicable and less than 6 months.
-
(omit the following)
(omit the following)
Article 8: Securities Acquisition or
Article 8: Securities Acquisition or
Same as the
-
Disposal Handling Procedure Disposal Handling Procedure amendment
-
I. Evaluation Procedure: I. Evaluation Procedure: description for (I) The Company…reference. (I) The Company…reference. Article 7. (II) If the transaction amount (II) A CPA must be consulted exceeds 20% of the before the date of the fact to Company’s paid-in capital express an opinion on the or NT$300 million or reasonableness of the higher, a CPA shall be transaction price if it consulted to express an exceeds 20% of the opinion on the company’s paid-in capital reasonableness of the or NT$300 million or
32
| transaction price before the date of the fact. However, this provision shall apply if the securities are publicly quoted in an active market or otherwise stipulated by the Financial Supervisory Commission. (omit the following) |
higher.If the CPA must use an expert report, the case shall handle the matter according to Auditing Standards Bulletin No. 20 promulgated by the Accounting Research and Development Foundation. However, this provision shall apply if the securities are publicly quoted in an active market or otherwise stipulated by the Financial Supervisory Commission. (omit the following) |
|
|---|---|---|
| Article 9. Handling Procedures for the Acquisition or Disposal of Intangible Assets or their Right-of-use Assets by the Company. I. Evaluation Procedure: The Company..unit. II. Operation Procedure: Except for transactions with domestic government agencies, a CPA’s opinion on the reasonableness of the transaction price must be obtained before the date of the fact whenacquiring or disposingof intangible assets or their right-of-use assets or membership card transactions amounting to 20% of the Company’s paid-in capital or NT$300 million or higher. |
Article 9. Handling Procedures for the Acquisition or Disposal of Intangible Assets or their Right-of-use Assets by the Company. I. Evaluation Procedure: The Company…unit. II. Operation Procedure: Except for transactions with domestic government agencies, a professional appraisal agency must be consulted to issue an appraisal report when acquiring or disposingof intangible assets or their right-of-use assets or membership card transactions amounting to 20% of the Company’s paid-in capital or NT$300 million or higher,anda CPA’s opinion on the reasonableness of the transaction price must be obtained before the date of the |
Delete appraisal related text |
33
(omit the following)
fact.
(omit the following)
| (omit the following) | (omit the following) | fact. (omit the following) |
|
|---|---|---|---|
| Arti I. II. |
cle 11: Procedures for Handling Transactions with Related Parties Evaluation and Operating Procedures: Amount Authorization and Determination Procedures: (I) Omit (II)If the Company or its non- domestic public offering subsidiaries engage in a transaction that exceeds 10% of the Company’s total assets, the Company shall submit the documents listed in Paragraph 1 to the shareholders’meeting for approval before signing the transaction contract and making payment. This provision shall not apply if the transaction is between the Company and its subsidiary or between the Company’s subsidiaries. (III) The transaction amounts from Paragraph I andthe preceding Paragraph shall be calculated according to Subparagraph (VII), Paragraph II, Article XIV. In addition, the transactions within one year are based on the actual transaction date, calculated retrospectivelyfor oneyear. |
Article 11: Procedures for Handling Transactions with Related Parties I. Evaluation and Operating Procedures: II. Amount Authorization and Determination Procedures: (I) Omit (II) The transaction amounts from the preceding Paragraph shall be calculated according to Subparagraph (VII), Paragraph II, Article 14. In addition, the transactions within one year are based on the actual transaction date, calculated retrospectively for one year. Those submitted to the board of directors according to the provisions of this Processing Procedure need not be added. (III) Acquiring or disposing of assets other than Subparagraph (I) from a related party shall be handled according to the provisions of the preceding three Articles. (omit the following) |
To strengthen related party transaction management and protect the rights of the Company’s minority shareholders to express their opinions on transactions between the Company and its related parties, this text shall expressly stipulate that if the Company or its non- domestic public offering subsidiaries engage in an acquisition or disposal of assets that exceed 10% of a public company’s total assets, The relevant information |
-
Article 11: Procedures for Handling
-
I. Evaluation and Operating Procedures:
-
II. Amount Authorization and Determination Procedures:
34
According to the provisions of this Processing Procedure, those submitted to the shareholders meeting and the board of directors need not be added.
should be submitted to the shareholders meeting for approval before implementation.
- (IV) Acquiring or disposing of assets other than Subparagraph (I) from a related party shall be handled according to the provisions of the preceding three Articles.
(omit the following)
-
Article 14. Information Disclosure
-
Article 14. Information Disclosure Notification and
-
Procedures Procedures declaration for I. Omit the purchase II. Items that must be Reported and the and sale of Reporting Standards domestic
-
(I)~(V) Omit government
-
(VI) Asset transactions other than the (VI) Asset transactions other than bonds have preceding 5 subsections, the the preceding 5 subsections, been exempted disposal of debt by financial the disposal of debt by to relax bond institutions, or investments in financial institutions, or trading. Foreign mainland China whereby the investments in mainland China government transaction amount is equivalent whereby the transaction bonds with a to 20% of the Company’s paidamount is equivalent to 20% of credit rating not in capital or NT$300 million or the Company’s paid-in capital lower than our higher. However, the following or NT$300 million or higher. nation’s conditions shall be exempt: However, the following sovereign credit 1. Trading domestic bonds or conditions shall be exempt: rating shall be foreign government bonds 1. Domestic government bond exempt from with a credit rating not lower trading. announcements than our nation’s sovereign 2. Bond trades with buy-back or declarations. credit rating. or sell-back conditions, or
-
- Bond trades with buy-back subscribing or buying back or sell-back conditions, money market funds issued subscribing or buying back by domestic securities
-
-
I. Omit
-
II. Items that must be Reported and the Reporting Standards
-
(I)~(V) Omit
-
(VI) Asset transactions other than the preceding 5 subsections, the disposal of debt by financial institutions, or investments in mainland China whereby the transaction amount is equivalent to 20% of the Company’s paidin capital or NT$300 million or higher. However, the following conditions shall be exempt:
35
| money market funds issued by domestic securities investment trust enterprises, orsubscribe or sell back index investment securities. (omit the following) |
investment trust enterprises. (omit the following) |
||
|---|---|---|---|
36