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PSC — AGM Information 2023
Jun 8, 2023
52209_rns_2023-06-08_fd7f14bd-9fe8-4fa7-9d95-7b18f956788b.pdf
AGM Information
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Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.
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Meeting Minutes of 2023 General Shareholders’ Meeting
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Time and Date: 9:00 a.m., May 31, 2023.
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Place: No. 8, Dongxing Rd., Taipei City, Taiwan R.O.C (Physical shareholders’ meeting)
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Total outstanding shares: 1,455,831,343 shares. Total shares represented by shareholders present in person or by proxy: 976,150,187 shares (of which, 754,173,379 shares voted via electronic transmission). Percentage of shares held by shareholders present in person or by proxy: 67.05 % .
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Chairman: LIN,KUAN-CHEN, the Chairman of the Board of Directors
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Directors present in person: LIN, KUAN-CHEN, CHEN, KUO-HUI, CHEN, CHING-YI, CHEN, YI-LING, HSIEH HUNG, HUI-TZU, LEE, SHU-FEN, CHANG,MING-CHEN
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Independent directors present in person: LIANG,YANN-PING, PAI, CHUN-NAN, SONG, YUNG-FONG, HORNG, YUAN-CHUAN
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Recorder: ZHANG, JING-XIANG
A. Chairman's Address (omitted)
B. Report Items
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(1) 2022 Business Report
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Explanation: The Company’s Business Report for 2022, please see Appendix I
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(2) 2022 Audit Committee's Review Report
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Explanation: For 2022 Audit Committee's Review Report, please see Appendix II
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(3) 2022 Remuneration of Employees and Directors Explanation:
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1) Comply with the Ordinance No. 10402413890(June 11, 2015) and the Ordinance No. 10402427800(October 15, 2015) issued by the Ministry of Economic Affair.
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2) In accordance with Article 23 of the Company’s bylaws, the Company will distribute compensation to employees and the Directors from pre-tax profits. Where the company has pre-tax profits, the total value of funds to be distributed among employees shall not be less than 1.6% of pre-tax profits; while the total value of funds to be distributed among the Directors shall not be more than 2% of pre-tax profits. If the company has losses carried forward, compensation should only be paid to employees and Directors after funds have been set aside as reserve for such losses.
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3) The proposal of 2022 Remuneration of Employees and Directors has been approved by the 10th meeting of the 5th Remuneration Committee and the 10th meeting of 12th Board of Directors. It is proposed that a total of NT$19,014,210 (2%) to be distributed to employees and NT$19,014,210 (2%) to be distributed to Directors in accordance with the allocation rules of the 2nd meeting of the 12th Board of Directors. The above mentioned compensation will be in cash.
C. Items to be Adopted
■ Motion 1 (proposed by the Board of Directors)
Topic: Adoption of the 2022 business report, consolidated financial statements and financial statements
Explanation
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(1) The 2022 consolidated financial statements and the financial statements have already been successfully audited by CPA Lin, Se-Kai and CPA Lo, Chiao-Sen of PricewaterhouseCoopers Taiwan.
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(2) The business report, the consolidated financial statements and the financial statements have been reviewed by the Audit Committee and approved by the 10th Meeting of 12th term Board of Directors (March 8, 2023)
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(3) For the business report, the consolidated financial statements and the financial statements, please see Appendix I and Appendix III.
Voting Result: 976,150,187 shares were represented at the time of voting.
926,960,387 shares voted for the proposal (of which 725,200,275 shares exercised via electronic transmission).
614,159 shares voted against the proposal (of which 614,159 shares exercised via electronic transmission).
48,575,641 shares abstain from voting (of which 28,358,945 shares exercised via electronic transmission), and 0 shares invalid from voting.
94.960836% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.
RESOLVED, that the above proposal was hereby approved as proposed.
■ Motion 2 (Proposed by the Board of Directors)
Topic: Adoption of the Proposal for the 2022 earnings distribution
Explanation:
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(1) The proposal for distribution of 2022 earnings are prepared in accordance with regulations and the Company’s Articles of Incorporation. Please refer to the 2022 Earnings Distribution Proposal as Appendix IV.
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(2) The distributable earnings in this period are NT$573,098,196. This number is based on the unappropriated earnings of NT$4,149,902 at the beginning of the period, increasing by NT$83,414,928 as a result of remeasurement of defined benefit plans and plus the after-tax net profit of NT$729,368,350 in 2022, and then setting aside legal reserve (10%), special reserve (20%). Proposed cash dividend is NT$567,774,224, which is equivalent to NT$0.39 per share. Upon the approval of Shareholders' Meeting, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date.
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(3) In the event that the shares outstanding changes, it is proposed that the Board of Directors be authorized to adjust the amount per share to be distributed to shareholders based on the number of actual shares outstanding on the record date for distribution. Dividends of less than $1 shall be transferred to the Company's Employee Benefit Council.
Voting Result: 976,150,187 shares were represented at the time of voting. 928,092,021 shares voted for the proposal (of which 726,331,909 shares exercised via electronic
transmission);
655,741 shares voted against the proposal (of which 655,741 shares exercised via electronic transmission).
47,402,425 shares abstain from voting (of which 27,185,729 shares exercised via electronic transmission), and 0 shares invalid from voting.
95.076765% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.
RESOLVED, that the above proposal was hereby approved as proposed.
D. Items for Discussion
■ Item 1 (Proposed by the Board of Directors)
Topic:Amendment to the Articles of Incorporation, and please discuss. Explanation:
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(1) According to the first point of Corporate Governance 3.0 -Sustainable Development Roadmap issued by the FSC. Strengthening duties and functions of boards: TWSE/TPEx-listed financial institutions and insurance companies will, starting in 2024, be required to have independent directors make up no less than one third of the directors (applicable at the end of term for existing directors), and have 50% or more of the independent directors serve no more than three consecutive terms (applicable at the end of term for existing directors).
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For chart comparing the changes, please see Appendix V.
Voting Result: 976,150,187 shares were represented at the time of voting.
924,716,171 shares voted for the proposal (of which 722,956,059 shares exercised via electronic transmission);
619,443 shares voted against the proposal (of which 619,443 shares exercised via electronic transmission).
50,814,573 shares abstain from voting (of which 30,597,877 shares exercised via electronic transmission), and 0 shares invalid from voting.
94.730932% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.
RESOLVED, that the above proposal was hereby approved as proposed.
E. Provisional Motions: None.
F. Meeting Adjourned
(No shareholder made speech during the 2023 General Shareholders’ Meeting.)
APPENDIX I
2022 Business Report
[Macroeconomic Environment and Business Plan]
Amid a slowdown in the global economy owing to the Ukraine-Russia war, which has led to soaring inflation and hawkish monetary policies evidenced by interest rate hikes in countries around the world, both the stock and bond markets suffered a series of routs triggered by selloffs by foreign investors for the first time in 2022. Specifically, the Taiwan Stock Exchange Capitalization Weighted Stock Index (TAIEX) oscillated downwards from an intraday high of 18,619.61 points at the beginning of the year to 14,137.69 points at the end of the year, down 4,081.15 points or 22.40% throughout the year. In 2022, our management team at PSC not only managed to control risks in our positions in an environment manifested by great volatility in both the stock and bond markets, but also sought opportunities in all our businesses by weighing both risks and profitability to maintain stable profits.
[Implementation Overview and Outcomes]
In the brokerage business, PSC recorded an average daily market volume of NT$305.163 billion in 2022, down 36.13% from NT$477.810 billion in 2021, and ranked 11th in the brokerage market with an average market share of 2.8236% in 2022 amid TAIEX facing a sharp fall of 4,081.15 points throughout the year. Therefore, we will not only bolster our trading system in the direction of integrating a diverse range of financial products and offer high-quality services with a variety of products to enhance channel value and customer satisfaction, but also step up efforts on an ongoing basis to manage our social media to raise brand awareness, maintain stable profits, and increase market share in the future. In the underwriting business, PSC ranked 6th with a total of 48 underwriting and co-underwriting cases undertaken in 2022. Based on our principle of carefully selecting underwriting cases and industries coupled with an emphasis on credit risk, we have not only helped companies get listed on either the Taiwan Stock Exchange (TWSE) or the Taipex Exchange (TPEx) and raise capital, but also attached great importance to risk control in underwriting positions. Moving forward, we will continue to acquire high-quality customers with a lean team and carry out advance planning through our venture capital platform to expand our businesses and seize business opportunities. On the other hand, with the proprietary trading business experiencing increased difficulty in trading following a downward oscillation of TAIEX caused by several factors, including global economic recession, interest rate hikes, and sell-offs by foreign investors, our proprietary trading team has properly managed our positions through a number of strategies such as strict selection of niche stocks, value investment, and hedging in tandem with the macro environment, aimed at maintaining our overall operational risk within a manageable range. Furthermore, we have designed and launched a wide array of financial products in combination with the advantage of our proprietary trading team to provide investors with a broader selection of financial products.
[Profitability Analysis and Operating Income/Expenditure in Budget Execution]
In the light of unremitting efforts to drive transformation and expand our businesses, our outstanding business team has successfully maintained stable profits with their solid operational experience and stringent risk control mechanisms in 2022. On the whole, PSC recorded a total of NT$5.274 billion in operating revenue, NT$4.562 billion in expenses and fees, NT$201 million in other operating income, NT$729 million in net profit after tax, and NT$0.50 in earnings per share, along with a ROA of 1.02% and a ROE of 2.38%. In 2023, we will continue to keep track of our overall business development and budget execution at all times, and achieve all our budget targets with flexible and dynamic controls.
[Future Operational Directions]
Looking ahead to 2023, monetary policy tightening in countries around the world, the U.S.China tech war, and geopolitical risks remain critical uncertainties for global economic and trade growth despite expectations that the global economic growth momentum will stabilize in the coming year. We will carry on leveraging our operations team’s advantage to keep track of market opportunities, carefully assess investment benefits, and implement risk control, with the aim of pursuing stable profits over the long run. Moreover, we will progress towards digital development via active utilization of financial technology, and provide investors with a stable, secure, flexible, and diversified trading environment platform to enhance our competitiveness in the market based on a customer-oriented approach. At the same time, we will also bolster corporate governance and fulfill social responsibilities while maintaining our approach of gaining victory through stability by implementing steady and pragmatic business strategies, so that we can create value for our company and protect stakeholders’ interests.
APPENDIX II
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Audit Committee’s Review Report
To: The General Meeting of Shareholders as of year 2023
The Board of Directors has prepared the Company’s 2022 Business Report, Financial Statements, and Earnings Distribution Plan. The financial statements have been audited and certified by Se-Kai, Lin and Chiao-Sen, Lo of PricewaterhouseCoopers Certified Public Accountants, who issued an auditors’ report. The aforementioned Business Report, Financial Statements, and Earnings Distribution Plan have been reviewed and determined to be fairly presented as stated by the Audit Committee members. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.
President Securities Corporation Convener of Audit Committee:
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April 21, 2023
APPENDIX III
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
PWCR22003961
To the Board of Directors and Shareholders of PRESIDENT SECURITIES CORPORATION
Opinion
We have audited the accompanying consolidated balance sheets of President Securities Corporation and subsidiaries (the “Group”) as at December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Firms, and Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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 judgement, were of most significance in our audit of the Group’s 2022 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2022 consolidated financial statements are stated as follows:
Fair value measurement of unlisted stocks without active market
Description
Please refer to Note 4(8) for the accounting policies on unlisted stocks without active market (shown as “financial assets at fair value through other comprehensive income”) and Note 5(2) for details of critical
accounting judgements, estimates and assumption uncertainty. As at December 31, 2022, the unlisted stocks without active market held by the Group totaled 1,179,907 thousand New Taiwan Dollars and were shown as “financial assets at fair value through other comprehensive income” (Level 3 fair value).
Due to the lack of an active market, the fair value of the unlisted stocks held by the Group was determined using valuation method. Management measured their fair value by using comparable listed companies in the market approach. The main assumptions of the market approach are calculated based on the latest related parameters of comparable listed companies in similar industries and considering discounts on market liquidity or assessment of risk.
Above-mentioned estimation of fair value involves various assumptions and material unobservable inputs, which has high uncertainty and relies on the subjective judgement of management. Any changes in judgements and estimates may affect the ultimate result of accounting estimates and have an impact on the financial statements of the Group. Thus, we have included the fair value measurement of unlisted stocks without active market as a key audit matter in our audit.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
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Obtained an understanding and assessed policy documents, internal control system, fair value measurement models and approval processes that are related to fair value measurement of unlisted stocks;
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Ascertained whether the measurement methods used by the management is commonly used by the industry;
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Assessed the reasonableness of parameter of similar companies used by management;
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Examined inputs and calculation formulas used in valuation models and agreed such data to supporting documents.
Impairment indication assessment of investments accounted for under the equity method
Description
Please refer to Note 4(14) for accounting policies on investments accounted for under the equity method and its impairment, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on asset impairment, and Note 6(12) for details of investments accounted for under the equity method.
The Group held 42.49% of equity of Uni-President Asset Management Corp. which was accounted for under the equity method, and the excess of the carrying amount over the share of the investee company’s net assets is mainly goodwill. As of December 31, 2022, the amount was 748,080 thousand New Taiwan Dollars. Impairment assessment is based on the expected future cash flow of the investee, discounted at an appropriate discount rate, to measure the recoverable amount of the cash generating unit.
The recoverable amount of the investee is based on its expected future cash flows which involve multiple estimates and assumptions on discount rate and financial forecast. These are subjective judgements, have a high degree of uncertainties, and are material to the recoverable amount. Thus, we consider the
impairment assessment of investments accounted for under the equity method as one of the matters of most significance to our audit.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
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Obtained the impairment assessment report prepared by an external valuation expert who was commissioned by the management and reviewed the achievement of the past financial forecast to assess its execution;
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Assessed the reasonableness of expected future cash flows, discount rate and other significant assumptions applied in the cash flow model;
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Inspected valuation model parameters, formula setting and the accuracy of calculation.
Other matter – Parent company only financial reports
We have audited and expressed an unqualified opinion on the parent company only financial statements of President Securities Corporation, as at and for the years ended December 31, 2022 and 2021.
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 Firms, Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statement that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability 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 the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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 the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group 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 consolidated financial statements of the current period and are therefore 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.
Lin, Se-Kai
Independent Auditors
Lo, Chiao-Sen
For and on behalf of PricewaterhouseCoopers, Taiwan March 8, 2023
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and finance performance and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or the Standards on Auditing of the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(3) 6(4) 6(5) 6(6) 6(7) 6(7) 6(8) 6(9) 6(2) 6(3) 6(12) 6(13) 6(14) 6(16) 6(17) 6(47) 6(18) |
December31,2022 AMOUNT % $6,194,573624,395,868262,497,7823--10,533,2211194,136-72,399-4,094,908420,783,255221,159,57713,377,6304763-10,140,951111,195-38,289-60,108-43-1,950,961285,395,6599099,283-1,179,90713,512,09842,609,6423165,557-266,302-246,506-106,146-1,309,76229,495,20310$94,890,862 100 |
December31,2021 | December31,2021 |
|---|---|---|---|---|
AMOUNT$6,194,57324,395,8682,497,782-10,533,22194,13672,3994,094,90820,783,2551,159,5773,377,63076310,140,9511,19538,28960,108431,950,96185,395,65999,2831,179,9073,512,0982,609,642165,557266,302246,506106,1461,309,7629,495,203$94,890,862 |
AMOUNT$5,757,01233,582,989410,20527,40118,344,75129,93024,9331,581,99321,335,532401,0191,437,29581916,727,6931,14725,01233,2891,9748,962,046108,685,04076,7241,137,7563,123,9842,447,128204,621268,402195,468160,5871,388,1899,002,859$117,687,899 |
% | ||
| 110000 Current assets 111100 Cash and cash equivalents 112000 Financial assets at fair value through profit or loss - current 113200 Financial assets at fair value through other comprehensive income - current 114010 Bonds purchased under resale agreements 114030 Margin loans receivable 114040 Refinancing security deposits 114050 Receivables from refinance guaranty 114060 Receivable of securities business money lending 114070 Customer margin account 114090 Receivables from security lending 114100 Security lending deposits 114110 Notes receivable 114130 Accounts receivable 114140 Accounts receivable-related parties 114150 Prepayments 114170 Other receivables 114600 Current tax assets 119000 Other current assets 110000 Total current assets 120000 Non-current assets 122000 Financial assets at fair value through profit or loss - non-current 123200 Financial assets at fair value through other comprehensive income - non- current 124100 Investments accounted for under the equity method 125000 Property and equipment, net 125800 Right-of-use assets 126000 Investment property 127000 Intangible assets 128000 Deferred tax assets 129000 Other assets - non-current 120000 Total non-current assets 906001 Total Assets |
529--16--118-1-14----8 |
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92 |
||||
-132-1--1 |
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8 |
||||
100 |
(Continued)
PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes 6(19) 6(20) 6(21) 6(22) 6(6) 6(23) 6(24) 6(25) 6(47) 6(26) 6(28) 6(28) 6(28)(29) |
December31,2022 AMOUNT % $275,000-5,827,43169,157,320106,965,42471,809,35621,809,96221,806,591220,763,58622265,926-10,852,394122,276-744,72011,582,20722,784,0863161,117-72,740-83,213-64,963,3496915,418-86,061-11,618-7,928-121,025-65,084,3746914,558,3131591,261-3,877,84949,090,98910816,93311,283,747129,719,0923187,396-29,806,48831$94,890,862 100 |
December31,2021 | December31,2021 |
|---|---|---|---|---|
AMOUNT$275,0005,827,4319,157,3206,965,4241,809,3561,809,9621,806,59120,763,586265,92610,852,3942,276744,7201,582,2072,784,086161,11772,74083,21364,963,34915,41886,06111,6187,928121,02565,084,37414,558,31391,2613,877,8499,090,989816,9331,283,74729,719,09287,39629,806,488$94,890,862 |
AMOUNT$590,0008,648,5588,172,6029,643,0401,202,5871,559,1621,969,20721,328,17497,99618,338,2124,0375,742,1002,627,9234,983,139647,64270,74083,84885,708,96714,079125,8403,09869,285212,30285,921,26914,558,31391,2613,487,7488,314,1993,922,5621,309,50131,683,58483,04631,766,630$117,687,899 |
% | ||
| 210000 Current liabilities 211100 Short-term loans 211200 Commercial papers payable 212000 Financial liabilities at fair value through profit or loss - current 214010 Bonds sold under repurchase agreements 214040 Deposits on short sales 214050 Short sale proceeds payable 214070 Guarantee deposit received on borrowed securities 214080 Futures traders' equity 214090 Equity for each customer in the account 214130 Accounts payable 214150 Advance receipts 214160 Collections on behalf of third parties 214170 Other payables 214200 Other financial liabilities - current 214600 Current tax liability 216000 Current lease liabilities 219000 Other current liabilities 210000 Total current liabilities 220000 Non-current liabilities 225100 Non-current provisions 226000 Non-current lease liabilities 228000 Deferred tax liabilities 229000 Other liabilities-non-current 220000 Total non-current liabilities 906003 Total Liabilities 300000 Equity attributable to owners of the parent company 301000 Capital 301010 Common stock 302000 Capital reserve 304000 Retained earnings 304010 Legal reserve 304020 Special reserve 304040 Unappropriated earnings 305000 Other equity interest 300000 Total 306000 Non-controlling interests 906004 Total Equity 906002 Total liabilities and equity |
177811218-16-5241-- |
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73 |
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---- |
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- |
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73 |
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13-3731 |
||||
27 |
||||
- |
||||
27 |
||||
100 |
The accompanying notes are an integral part of these consolidated financial statements.
PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except earnings per share)
| Items | Year ended December 31 2022 2021 Notes AMOUNT % AMOUNT % 6(30) $3,278,16252$5,027,229436(31) 86,4651104,035138,150132,127-6(32) (3,228,826 ) (51)8,731,0437588,720185,74916(33) 943,535151,198,206101,278,13620457,44546(34) (940,274 ) (15) (831,627) (7)6(35) 482,2718 (181,893) (1)6(36) 1,381,01722 (313,159) (3)546,571976,579111,799-17,312-6(37) 1,473,98424 (2,896,956) (25)6(38) 158,2893 (640,393) (5)6(39) 22,291-10,976-6(40) 651,04610744,94666,271,33610011,621,6191006(41) (550,760 ) (9) (755,578) (7)(9,634 )- (6,863)-6(42) (183,332 ) (3) (101,287) (1)(108,088 ) (2) (86,289) (1)(144,658 ) (2) (140,732) (1)(2 )- (3,062)-6(43) (2,516,485 ) (40) (4,002,344) (34)6(44) (276,298 ) (4) (227,553) (2)6(45) (1,784,465 ) (29) (2,030,357) (17)(5,573,722 ) (89) (7,354,065) (63) |
|---|---|
| 400000 Revenues 401000 Brokerage handling fee revenue 404000 Revenues from underwriting business 406000 Net gain (loss) on wealth management 410000 Net gain (loss) on sale of operating securities 421100 Revenue from providing agency service for stock affairs 421200 Interest income 421300 Dividend income 421500 Net valuation gain (loss) on operating securities at fair value through profit or loss 421600 Net gain (loss) on covering of borrowed securities and bonds with resale agreements-short sales 421610 Net valuation gain (loss) on borrowed securities and bonds with resale agreements-short sales at fair value through profit or loss 422000 Net gain (loss) on issuance of ETNs 422100 Administrative and handling fee revenues from issuance of ETNs 422200 Net gain (loss) from issuance of call (put) warrants 424400 Net gain (loss) from derivatives 425300 Expected credit impairment loss and reversal of impairment gain 428000 Other operating income Total revenues 500000 Expenditures and expenses 501000/ 502000/ 503000 Handling charges 507000 ETNs administrative expenses 521200 Financial costs 524100 Futures commission expense 524300 Expense of clearing and settlement 528000 Other operating expenditure 531000 Employee benefits expense 532000 Depreciation and amortization 533000 Other operating expenses Total expenditures and expenses |
(Continued)
PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except earnings per share)
| Items | Year ended December 31 2022 2021 Notes AMOUNT % AMOUNT % $697,61411$4,267,554376(12) (97,702 ) (1)78,359-6(46) 373,7896323,5223973,701164,669,435406(47) (237,456 ) (4) (658,062) (5)$736,24512$4,011,37335$102,6491 ( $125,747) (1)(68,904 ) (1)486,83641,945-29,118-6(47) (20,530 )-25,149-168,8193 (34,891)-(126,051 ) (2)--$57,9281$380,4653$794,17313$4,391,83838$729,36812$4,007,43535$6,877-$3,938-$787,02913$4,376,02638$7,144-$15,812-6(48) $0.50$2.75$0.50$2.75 |
|---|---|
| Operating profit 601000 Share of the profit or loss of associates and joint ventures accounted for under the equity method 602000 Other gains and losses 902001Profit (loss) before tax 701000 Income tax (expense) benefit 902005Net income Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 805510 Gain (loss) on remeasurements of defined benefit plans 805540 Net unrealized gain (loss) from investments in equity instruments at fair value through other comprehensive income 805550 Other comprehensive gain (loss) of associates and joint ventures accounted for under the equity method 805599 Income tax (expense) benefit relating to components of other comprehensive income Items may be reclassified to profit of loss subsequently 805610 Translation gain (loss) on the financial statements of foreign operating entities 805615 Net unrealized gain (loss) from investments in debt instruments at fair value through other comprehensive income 805000 Current other comprehensive income (loss) (post-tax) 902006Total current comprehensive income (loss) Income (loss) attributable to: 913100 Parent company 913200 Non-controlling interests Current comprehensive income (loss) attributable to: 914100 Parent company 914200 Non-controlling interests Earnings per share 975000 Basic earnings per share (in dollars) 985000 Diluted earnings per share (in dollars) |
The accompanying notes are an integral part of these consolidated financial statements.
PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Notes For the years ended December 31, 2021 Balance at January 1, 2021 Net income for the years ended December 31, 2021 Other comprehensive income (loss) for the years ended December 31, 2021 Total comprehensive income (loss) Appropriations of 2020 earnings: 6(29) Legal reserve Special reserve Cash dividends Stock dividends Changes in non-controlling interests Balance at December 31, 2021 For the year ended December 31, 2022 Balance at January 1, 2022 Net income for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022 Total comprehensive income (loss) Appropriations of 2021 earnings: 6(29) Legal reserve Special reserve Cash dividends Changes in non-controlling interests Balance at December 31, 2022 |
Notes | Equity attributablet | Equity attributablet | o owners of the parent | o owners of the parent | o owners of the parent | o owners of the parent | Non-controlling interests |
Totalequity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commonstock | Capital reserve |
R | etainedEarnings | Otherequityinterest | Total | |||||||||||||
| Legal reserve | Special reserve | Unappropriated earnings |
Exchange differences on translation of foreign financial statements |
Unrealised gains (losses) on financial assets measured at fair value through other comprehensive income |
||||||||||||||
$ 13,998,378------559,935-$ 14,558,313$ 14,558,313-------$ 14,558,313 |
$ 91,261--------$ 91,261$ 91,261-------$ 91,261 |
$ 3,111,013---376,735----$ 3,487,748$ 3,487,748---390,101---$ 3,877,849 |
$ 7,600,316----713,883---$ 8,314,199$ 8,314,199----776,790--$ 9,090,989 |
$ 3,771,8594,007,435(106,422 ) 3,901,013(376,735 ) (713,883 ) ( 2,099,757 ) (559,935 ) -$ 3,922,562$ 3,922,562729,36883,415812,783(390,101 ) (776,790 ) ( 2,751,521 ) -$ 816,933 |
($30,918 ) -(34,891 ) (34,891 ) -----($65,809 ) ($65,809 ) -168,819168,819----$103,010 |
$865,406-509,904509,904-----$ 1,375,310$ 1,375,310-(194,573 )(194,573 )----$ 1,180,737 |
$ 29,407,3154,007,435368,5914,376,026--(2,099,757 )--$ 31,683,584$ 31,683,584729,36857,661787,029--(2,751,521 )-$ 29,719,092 |
$72,1673,93811,87415,812----(4,933 )$83,046$83,0466,8772677,144---(2,794 )$87,396 |
$ 29,479,4824,011,373380,4654,391,838--(2,099,757 )-(4,933 )$ 31,766,630$ 31,766,630736,24557,928794,173--(2,751,521 )(2,794 )$ 29,806,488 |
The accompanying notes are an integral part of these consolidated financial statements.
PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Income and expenses having no effect on cash flows Net valuation (gain) loss on operating securities at fair value through profit or loss Net valuation (gain) loss on borrowed securities and bonds with resale agreements-short sales at fair value through profit or loss Expected credit impairment loss and reversal of impairment gain Depreciation Amortization Financial expense Interest income (include financial income) Dividend income Share of the profit of associates and joint ventures accounted for under the equity method (Gain) loss on disposal of property and equipment (Gain) loss from lease modification (Gain) loss on valuation of non-operating financial instrument Impairment loss of non-financial assets Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Bonds purchased under resale agreements Margin loans receivable Refinancing security deposits Receivables from refinance guaranty Receivable of securities business money lending Customer margin account Receivables from security lending Security lending deposits Notes receivable Accounts receivable Accounts receivable-related parties Prepayments Other receivables Other current assets Net changes in liabilities relating to operating activities Financial liabilities at fair value through profit or loss Bonds sold under repurchase agreements Deposits on short sales Short sale proceeds payable Guarantee deposit received on borrowed securities Futures traders’ equity Equity for each customer in the account Accounts payable Advance receipts Collections on behalf of third parties Other payables Other financial liabilities - current Other current liabilities |
Year ended December 31 Notes 2022 2021 $973,701 $4,669,4356(2)(34) 940,274831,6276(36) (1,381,017 )313,1596(39) (20,944 ) (7,664 )6(44) 218,824189,3616(44) 57,47438,1926(42) 183,332101,2876(33)(46) (1,173,506 ) (1,309,993 )(1,307,234 ) (487,052 )6(12) 97,702 (78,359 )6(13) 43(98 ) (17 )6(46) 12,55124,31815,244-8,211,9287,161,039(2,259,620 )-27,401 (27,401 )7,830,648 (6,085,072 )(64,206 )21,602(47,466 )17,956(2,512,915 ) (293,866 )552,277 (229,362 )(758,558 ) (160,223 )(1,940,335 ) (430,205 )56 (82 )6,619,8482,159,195(48 ) (272 )(13,277 ) (712 )(2,273 ) (8,801 )7,011,085 (5,617,419 )2,365,7355,235,024(2,677,616 ) (9,453,125 )606,769 (178,883 )250,800 (250,793 )(162,616 )1,065,355(564,588 )241,040167,93069,891(7,548,751 ) (778,723 )(1,761 ) (1,105 )(4,997,380 )4,641,035(1,048,366 )511,276(2,199,053 ) (1,025,171 )(635 ) 618 |
|---|---|
(Continued)
PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Cash inflow generated from operations Interest received Dividends received Income tax paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of investments accounted for under the equity method Acquisition of property and equipment Proceeds from disposal of property and equipment Acquisition of intangible assets (Increase) decrease in other non-current assets (Increase) decrease in prepayment for equipment Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term loans Increase (decrease) in commercial papers payable Increase (decrease) in other non-current liabilities Payments of lease liabilities Interest paid Distribution of cash dividends Changes in non-controlling interest Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2022 2021 $5,461,320 $867,1131,167,3601,219,6151,501,361585,425(679,619 ) (382,965 )7,450,4222,289,188(656,781 )-6(13) (106,194 ) (52,406 )-546(17) (51,645 ) (46,025 )72,822 (88,658 )(201,230 ) (139,960 )(943,028 ) (326,995 )(315,000 ) (356,276 )(2,820,000 )1,350,000(328 ) (1,982 )(93,056 ) (93,325 )(166,292 ) (108,079 )(2,751,521 ) (2,099,757 )(2,794 ) (4,933 )(6,148,991 ) (1,314,352 )79,158 (15,691 )437,561632,1505,757,0125,124,862$6,194,573 $5,757,012 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
PWCR22003960
To the Board of Directors and Shareholders of President Securities Corporation
Opinion
We have audited the accompanying parent company only balance sheets of President Securities Corporation (the “Company”) as at December 31, 2022 and 2021, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2022 and 2021, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Firms and Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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 judgement, were of most significance in our audit of the Company’s 2022 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
The key audit matters of the Company’s 2022 parent company only financial statements are stated as follows:
Fair value measurement of unlisted stocks without active market
Description
Please refer to Note 4(7) for the accounting policies on unlisted stocks without active market (shown as “financial assets at fair value through other comprehensive income”) and Note 5 for details of significant judgements, estimates and assumption uncertainty. As at December 31, 2022, the unlisted stocks without active market held by the Company totaled 294,855 thousand New Taiwan Dollars and were shown as “financial assets at fair value through other comprehensive income” (Level 3 fair value).
Due to the lack of an active market, the fair value of the unlisted stocks held by the Company was determined using valuation method. Management measured its fair value by using comparable listed companies in market approach. The main assumption of market approach is calculated based on the latest related parameters of comparable listed companies in similar industries and considering discounts on market liquidity or risk particularity.
Above-mentioned estimation of fair value involves various assumptions and material unobservable inputs, which has high uncertainty and relies on the subjective judgment of management. Any changes in judgements and estimates may affect the ultimate result of accounting estimates and have an impact on the financial statements of the Company. Thus, we have included the fair value measurement of unlisted stocks without active market as a key audit matter in our audit.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
Obtained an understanding and assessed policy documents, internal control system, fair value measurement models and approval processes that are related to fair value measurement of unlisted stocks;
-
Ascertained whether the measurement methods used by the management is commonly used by the industry;
-
Assessed the reasonableness of parameter of similar companies used by management;
-
Examined inputs and calculation formulas used in valuation methods and agreed such data to supporting documents.
Impairment indication assessment of investments accounted for under the equity method
Description
Please refer to Note 4(13) for accounting policies on investments accounted for under the equity method and its impairment, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on asset impairment, and Note 6(11) for details of investments accounted for under the equity method.
The Company held 42.46% of equity of Uni-President Asset Management Corp. which was accounted for under the equity method, and the excess of the carrying amount over the share of the investee company’s net assets is mainly goodwill. As of December 31, 2022, the amount was 747,473 thousand New Taiwan Dollars. Impairment assessment is based on the expected future cash flow of the investee, discounted at an appropriate discount rate, to measure the recoverable amount of the cash generating unit.
The recoverable amount of the investee is based on its expected future cash flows which involve multiple estimates and assumptions on discount rate and financial forecast. These are subjective judgements, have a high degree of uncertainties, and are material to the recoverable amount. Thus, we consider the impairment assessment of investments accounted for under the equity method as one of the matters of most significance to our audit.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
Obtained the impairment assessment report prepared by an external valuation expert who was commissioned by the management and reviewed the achievement of the past financial forecast to assess its execution;
-
Assessed the reasonableness of expected future cash flows, discount rate and other significant assumptions applied in the cash flow model; and
-
Inspected valuation model parameters, formula setting and the accuracy of calculation.
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, Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statement 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 Company’s ability 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 the
Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ 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 auditors’ 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 the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement and 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 Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ 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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, 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 or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the parent company only 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 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.
Lin, Se-Kai
Independent Auditors
Lo, Chiao-Sen
For and on behalf of PricewaterhouseCoopers, Taiwan March 8, 2023
The accompanying parent company only financial statements are not intended to present the financial position and financial performance and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors' report are not intended for use by those who are not informed about the Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
PRESIDENT SECURITIES CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(3) 6(4) 6(5) 6(6) 6(6) 6(7) 6(8) 6(2) 6(3) 6(11) 6(12) 6(13) 6(15) 6(16) 6(46) 6(17) |
December 31, 2022 AMOUNT % $3,192,794424,015,200332,497,7823--10,533,2211494,136-72,399-4,094,90861,159,57723,377,6305763-10,129,755144,717-33,654-16,656-1,870,428261,093,6208366,383-294,85518,085,345112,413,1103155,095-266,302-187,393-103,665-1,071,888212,644,03617$73,737,656 100 |
December 31, 2021 | December 31, 2021 |
|---|---|---|---|---|
AMOUNT$3,192,79424,015,2002,497,782-10,533,22194,13672,3994,094,9081,159,5773,377,63076310,129,7554,71733,65416,6561,870,42861,093,62066,383294,8558,085,3452,413,110155,095266,302187,393103,6651,071,88812,644,036$73,737,656 |
AMOUNT$3,082,95833,286,663410,20527,40118,344,75129,93024,9331,581,993401,0191,437,29547016,549,4274,79221,0595,7097,992,32083,200,92562,774258,6277,518,9992,271,270191,960268,402145,690155,5671,117,43811,990,727$95,191,652 |
% | ||
| 110000 Current assets 111100 Cash and cash equivalents 112000 Financial assets at fair value through profit or loss - current 113200 Financial assets at fair value through other comprehensive income - current 114010 Bonds purchased under resale agreements 114030 Margin loans receivable 114040 Refinancing security deposits 114050 Receivables from refinance guaranty 114060 Receivable of securities business money lending 114090 Receivables from security lending 114100 Security lending deposits 114110 Notes receivable 114130 Accounts receivable 114140 Accounts receivable - related parties 114150 Prepayments 114170 Other receivables 119000 Other current assets 110000 Total current assets 120000 Noncurrent assets 122000 Financial assets at fair value through profit or loss - non-current 123200 Financial assets at fair value through other comprehensive income - non- current 124100 Investments accounted for under the equity method 125000 Property and equipment, net 125800 Right-of-use assets 126000 Investment property 127000 Intangible assets 128000 Deferred tax assets 129000 Other assets - non-current 120000 Total non-current assets 906001 Total Assets |
3351-19--2-2-17---8 |
|||
87 |
||||
--83-1--1 |
||||
13 |
||||
100 |
(Continued)
PRESIDENT SECURITIES CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes 6(18) 6(19) 6(20) 6(21) 6(22) 6(23) 6(24) 6(46) 6(46) 6(25) 6(27) 6(27) 6(27)(28) |
December 31, 2022 AMOUNT % $275,000-5,827,43189,156,084126,965,424101,809,35631,809,96231,806,5912269,029-10,730,6451529-743,51811,443,03822,784,0864128,431-65,653-72,006-43,886,2836015,418-82,231-11,317-23,315-132,281-44,018,5646014,558,3132091,261-3,877,84959,090,98912816,93311,283,747229,719,09240$73,737,656 100 |
December 31, 2021 | December 31, 2021 |
|---|---|---|---|---|
AMOUNT$275,0005,827,4319,156,0846,965,4241,809,3561,809,9621,806,591269,02910,730,64529743,5181,443,0382,784,086128,43165,65372,00643,886,28315,41882,23111,31723,315132,28144,018,56414,558,31391,2613,877,8499,090,989816,9331,283,74729,719,092$73,737,656 |
AMOUNT$590,0008,648,5588,171,7359,643,0401,202,5871,559,1621,969,20797,99617,421,4994815,739,8502,499,8484,983,139628,67662,87873,09463,291,75014,079120,489-81,750216,31863,508,06814,558,31391,2613,487,7488,314,1993,922,5621,309,50131,683,584$95,191,652 |
% | ||
| 210000 Current liabilities 211100 Short-term loans 211200 Commercial papers payable 212000 Financial liabilities at fair value through profit or loss - current 214010 Bonds sold under repurchase agreements 214040 Deposits on short sales 214050 Short sale proceeds payable 214070 Guarantee deposit received on borrowed securities 214090 Equity for each customer in the account 214130 Accounts payable 214150 Advance receipts 214160 Collections on behalf of third parties 214170 Other payables 214200 Other financial liabilities - current 214600 Current tax liability 216000 Current lease liabilities 219000 Other current liabilities 210000 Total current liabilities 220000 Non-current liabilities 225100 Non-current provisions 226000 Non-current lease liabilities 228000 Deferred tax liability 229000 Other liabilities - non-current 220000 Total non-current liabilities 906003 Total Liabilities 301000 Capital 301010 Common stock 302000 Capital reserve 304000 Retained earnings 304010 Legal reserve 304020 Special reserve 304040 Unappropriated earnings 305000 Other equity interest 906004 Total equity 906002 Total liabilities and equity |
19910122-18-6351-- |
|||
67 |
||||
---- |
||||
- |
||||
67 |
||||
15-4941 |
||||
33 |
||||
100 |
The accompanying notes are an integral part of these parent company only financial statements.
PRESIDENT SECURITIES CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Items | Year ended December 31 2022 2021 Notes AMOUNT % AMOUNT % 6(29) $2,382,06645$4,153,616396(30) 86,4652104,035138,150132,127-6(31) (3,250,617 ) (62)8,738,9728388,788285,81716(32) 940,469181,159,210111,274,79524451,24946(33) (916,440 ) (17) (862,680) (8)6(34) 482,2719 (181,893) (2)6(35) 1,381,01726 (313,159) (3)546,5711076,579111,799-17,312-6(36) 1,473,98428 (2,896,956) (27)43,532142,884-6(37) 123,4082 (655,306) (6)6(38) 21,973111,158-6(39) 545,86010615,03965,274,09110010,578,0041006(40) (364,342 ) (7) (560,293) (5)(9,634 )- (6,863)-6(41) (163,518 ) (3) (88,091) (1)(84 )- (302)-(21,420 ) (1) (14,089)-(2 )- (3,049)-6(42) (2,141,940 ) (41) (3,615,086) (34)6(43) (224,108 ) (4) (175,565) (2)6(44) (1,636,888 ) (31) (1,851,991) (18)(4,561,936 ) (87) (6,315,329) (60)712,155134,262,675406(11) 32,3941213,77926(45) 168,1333156,3252912,682174,632,779446(46) (183,314 ) (3) (625,344) (6)$729,36814$4,007,43538 |
|---|---|
| 400000 Revenues 401000 Brokerage handling fee revenue 404000 Revenues from underwriting business 406000 Net gain (loss) on wealth management 410000 Net gain (loss) on sale of trading securities 421100 Revenue from providing agency service for stock affairs 421200 Interest revenue 421300 Dividend revenue 421500 Net valuation gain (loss) on operating securities at fair value through profit or loss 421600 Net gain (loss) on covering of borrowed securities and bonds with resale agreements-short sales 421610 Net valuation gain (loss) on borrowed securities and bonds with resale agreements-short sales at fair value through profit or loss 422000 Net gain (loss) on issuance of ETNs 422100 Administrative and handling fee revenues from issuance of ETNs 422200 Net gain (loss) from issuance of call (put) warrants 424100 Future commission revenue 424400 Net gain (loss) from derivatives 425300 Expected credit impairment loss and reversal of impairment gain 428000 Other operating income Total revenue 500000 Expenditures and expenses 501000/ 502000/ 503000 Handling charges 507000 ETNs administrative expenses 521200 Finance costs 524200 Securities commission expense 524300 Expense of clearing and settlement 528000 Other operating expenditure 531000 Employee benefits expense 532000 Depreciation and amortization 533000 Other operating expense Total expenditure and expense Operating profit 601100 Share of the profit or loss of associates and joint ventures accounted for under the equity method 602000 Other gains and losses 902001Profit before tax 701000 Income tax (expense) benefit 902005Net income |
(Continued)
PRESIDENT SECURITIES CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Items | YearendedDecember31 2022 2021 Notes AMOUNT % AMOUNT % $99,7962 ( $127,326) (1)6(3) (74,826 ) (2)128,98719,882-376,35636(46) (19,959 )-25,465-168,8193 (34,891)-(126,051) (2)--$57,6611$368,5913$787,02915$4,376,026416(47) $0.50$2.75$0.50$2.75 |
|---|---|
| Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 805510 Gain (loss) on remeasurements of defined benefit plan 805540 Net unrealised gain (loss) from investments in equity instruments at fair value through other comprehensive income 805560 Other comprehensive gain (loss) of subsidiaries, associates, and joint ventures accounted for under the equity method - not reclassified to profit or loss 805599 Income tax (expense) benefit relating to components of other comprehensive income that will not be reclassified to profit or loss Items may be reclassified to profit of loss subsequently 805610 Translation gain (loss) on the financial statements of foreign operating entities 805615 Net unrealised gain (loss) from investments in debt instruments at fair value through other comprehensive income 805000 Current other comprehensive income (loss) (post-tax) 902006Total current comprehensive income Earnings per share 975000 Basic earnings per share (in dollars) 985000 Diluted earnings per share (in dollars) |
The accompanying notes are an integral part of these parent company only financial statements.
PRESIDENT SECURITIES CORPORATION PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| For the year ended December 31, 2021 Balance at January 1, 2021 Net income for the year ended December 31, 2021 Other comprehensive income (loss) for the year ended December 31, 2021 Total comprehensive income (loss) Appropriations of 2020 earnings Legal reserve Special reserve Cash dividends Stock dividends Balance at December 31, 2021 For the year ended December 31, 2022 Balance at January 1, 2022 Net income for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022 Total comprehensive income (loss) Appropriations of 2021 earnings: Legal reserve Special reserve Cash dividends Balance at December 31, 2022 |
Notes 6(28) 6(28) |
Commonstock$13,998,378------559,935$14,558,313$14,558,313------$14,558,313 |
Capital reserve$91,261-------$91,261$91,261------$91,261 |
RetainedEarnings | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
Legal reserve$3,111,013---376,735---$3,487,748$3,487,748---390,101--$3,877,849 |
Special reserve$7,600,316----713,883--$8,314,199$8,314,199----776,790-$9,090,989 |
|||||||||
The accompanying notes are an integral part of these parent company only financial statements.
PRESIDENT SECURITIES CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Income and expenses having no effect on cash flows Net valuation (gain) loss on operating securities at fair value through profit or loss Net valuation (gain) loss on borrowed securities and bonds with resale agreements-short sales at fair value through profit or loss Expected credit impairment loss and reversal of impairment gain Depreciation Amortization Financial expense Interest income (include financial income) Dividend income Share of profit of subsidiaries, associates and joint ventures accounted for under the equity method (Gain) loss from lease modification (Gain) loss on valuation of non-operating financial instrument Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Bonds purchased under resale agreements Margin loans receivable Refinancing security deposits Receivables from refinance guaranty Receivable of securities business money lending Receivables from security lending Security lending deposits Notes receivable Accounts receivable Accounts receivable - related parties Prepayments Other receivables Other current assets Net changes in liabilities relating to operating activities Financial liabilities at fair value through profit or loss Bonds sold under repurchase agreements Deposits on short sales Short sale proceeds payable Guarantee deposit received on borrowed securities Equity for each customer in the account Accounts payable Advance receipts Collections on behalf of third parties Other payable Other financial liabilities - current Other current liabilities |
Year ended December 31 Notes 2022 2021 $912,682 $4,632,7796(2)(33) 916,440862,6806(35) (1,381,017 )313,1596(38) (20,627 ) (7,846 )6(43) 179,026150,8896(43) 45,08224,6766(41) 163,51888,0916(32)(45) (976,711 ) (1,169,070 )(1,283,723 ) (462,602 )6(11) (32,394 ) (213,779 )(98 ) (7 )6(45) (1,575 )4,9018,353,1806,679,835(2,259,620 )-27,401 (27,401 )7,830,648 (6,085,072 )(64,206 )21,602(47,466 )17,956(2,512,915 ) (293,866 )(758,558 ) (160,223 )(1,940,335 ) (430,205 )(293 )2676,452,7781,120,28375 (379 )(12,595 ) (596 )(2,352 )3,7396,121,892 (5,835,733 )2,365,3665,236,435(2,677,616 ) (9,453,125 )606,769 (178,883 )250,800 (250,793 )(162,616 )1,065,355171,03369,891(6,753,787 ) (555,071 )(452 )149(4,996,332 )4,641,176(1,058,011 )524,317(2,199,053 ) (1,025,171 )(1,088 ) (3,380 ) |
|---|---|
(Continued)
PRESIDENT SECURITIES CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Cash inflow (outflow) generated from operations Interest received Dividends received Income tax paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Investments accounted for under the equity method Acquisition of property and equipment Acquisition of intangible assets (Increase) decrease in other non-current assets (Increase) decrease in prepayment for equipment Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term loans Increase (decrease) in commercial papers payable Increase (decrease) in other non-current liabilities Payments of lease liabilities Interest paid Distribution of cash dividends Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2022 2021 $5,253,250 ( $695,022 )986,1041,079,4901,581,926713,513(640,299 ) (354,754 )7,180,981743,227(656,781 )-6(12) (92,318 ) (46,729 )6(16) (41,626 ) (41,381 )65,734 (84,734 )(179,610 ) (123,975 )(904,601 ) (296,819 )(315,000 )11,024(2,820,000 )1,350,000(104 ) (969 )(67,984 ) (67,865 )(147,935 ) (94,833 )6(28) (2,751,521 ) (2,099,757 )(6,102,544 ) (902,400 )(64,000 )31,834109,836 (424,158 )3,082,9583,507,116$3,192,794 $3,082,958 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
APPENDIX IV
President Securities Corporation 2022 Earnings Distribution Proposal
| President Securities Corporation 2022 Earnings Distribution Proposal |
APPENDIX IV |
|---|---|
| Unit::NT$ | |
| Unappropriated earnings as of January 1, 2022 (Note 1) | $4,149,902 |
| Add(Less):Due to remeasurement of defined benefitsplan(Note 2) | 83,414,928 |
Add :Net profit aftertaxof 2022 |
729,368,350 |
| Subtotal | 816,933,180 |
| Less:Legal Reserve (Note 3) | (81,278,328) |
| Special Reserve (Note 4) | (162,556,656) |
| Unappropriated earnings Available for Distribution | 573,098,196 |
| Distribution items | |
| ─Cash dividend (NT$ 0.39 / per share) | 567,774,224 |
| Unappropriated earnings as of December 31, 2022 | $5,323,972 |
-
Note 1
:The amount of unappropriated earnings in the earning distributions resolved by the shareholders’ meeting of 2022 -
Note 2
:The Company has adopted T-IFRSs and unappropriated earnings was increased by $83,414,928 due to remeasurement of defined benefits plan (included in other comprehensive income). -
Note 3
:According to Article 237 of the Company Act, Jingshan Letter No.10802432410 and Article 23-1 of the Company’s Article of Incorporation, 10% were set aside as legal reserve. -
Note 4
:According to Article 14 of Regulations Governing Securities Firms, and Article 23-1 of the Company’s Article of Incorporation, 20% were set aside as special reserve. -
Note 5
:Prior years’ unappropriated earnings shall not be appropriated unless the current year’s unappropriated earnings is insufficient for distribution. -
Note 6
:Total common shares outstanding as of December 31, 2022 was 1,455,831,343 shares.
APPENDIX V
Comparison table of Amendments to “Articles of Incorporation”
| Article | Amendment | Original Articles | Amendment instructions | |
|---|---|---|---|---|
| Article 13 |
The Company has twelve directors (four independent and eight non-independent directors), to be elected by shareholders’ meeting from among the persons with disposing capacity, both having three-year tenure of office and eligible for reelection. The candidates’ qualifications shall live up to requirements of Company Law, Securities and Exchange Law and related regulations. (Omitted below) |
The Company has nineteen directors (four independent and fifteen non-independent directors), to be elected by shareholders’ meeting from among the persons with disposing capacity, both having three-year tenure of office and eligible for reelection. The candidates’ qualifications shall live up to requirements of Company Law, Securities and Exchange Law and related regulations. (Omitted below) |
According to the first point of Corporate Governance 3.0 -Sustainable Development Roadmap issued by the FSC. Strengthening duties and functions of boards: TWSE/TPEx-listed financial institutions and insurance companies will, starting in 2024, be required to have independent directors make up no less than one third of the directors (applicable at the end of term for existing directors), and have 50% or more of the independent directors serve no more than three consecutive terms (applicable at the end of term for existing directors). |
|
| Article 26 |
These Articles were duly established on November 26, 1988 and the first amendment was approved on December 28, 1988; ------------;the thirty- first amendment on May 31, 2023.The effective date of Article 13, which were revised on May 31, 2023, is January 1, 2024. |
These Articles were duly established on November 26, 1988 and the first amendment was approved on December 28, 1988; ------------; the thirtieth amendment on June 23, 2022 |
Amendment date. |