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PSC — Annual Report 2022
Jun 8, 2023
52209_rns_2023-06-08_6b3233ab-cc0f-4c43-8a53-85d553982d9d.pdf
Annual Report
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Stock Code: 2855 www.pscnet.com.tw
2022 ANNUAL REPORT
Notice to readers
This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.
2022 Annual Report is available at: Taiwan Stock Exchange Market Observation Post System http://mops.twse.com.tw/
| Table of Content | |
|---|---|
| I. A Letter to Shareholders | 1 |
| II. Company Profile | 3 |
| III. Corporate Governance | 5 |
| Business Organization | 5 |
| Directors’, Supervisors’ and Managers’ Information | 7 |
| Implementation of Corporate Governance | 35 |
| Information Regarding the Company’s Audit Fee and Independent Auditor | 78 |
| Replacement of CPA | 78 |
| Information Regarding the Company’s Chairman, President, or managers responsible for financial and | |
| accounting affairs who have held any position in the accounting firm or its affiliates | 78 |
| Net Change in shareholdings and in shares pledged by directors, supervisors, manages, and shareholders | |
| holding more than a 10% share in the Company | 79 |
| Information Disclosing the Relationship between any of the Company’s Top Ten Shareholders | 82 |
| Ownership of Shares in Affiliated Enterprises | 83 |
| Name and position of the employees with the top ten amounts of bonuses as well as the total amounts | |
| of the top ten bonuses | 83 |
| Training of Directors and Supervisors | 84 |
| Manager Learning | 88 |
| IV. Capital Structure | 90 |
| Shareholders’ equity | 90 |
| Long-Term Borrowings | 94 |
| Issuance of Preferred Stocks | 94 |
| Issuance of Global Depositary Receipts | 94 |
| Issuance of Employee’s Stock Options | 94 |
| Merge and Acquisition | 94 |
| Working Capital Plans | 94 |
| V. Business Environment | 95 |
| Description of Business Activities | 95 |
| Market Conditions | 109 |
| Employee Data | 114 |
| Environmental Protection and Corporate Citizenship | 114 |
| Labor Relations & Employee Benefit | 116 |
| Information and Communication Security Management | 123 |
| Material Contracts and Agreements | 124 |
I
| VI. Financial Information | 125 |
|---|---|
| Five-Year Financial Summary | 125 |
| Financial Analysis for the Past Five Years | 129 |
| Audit Committee’s Review Report on the Company’s 2022 Financial Statement | 133 |
| Financial Difficulties that will Affect the Company’s Financial Situation | 134 |
| Status of the Achievement in Financial Forecasts for the Latest Two Years | 134 |
| Methods and Assumptions used for Evaluating Fair Value of Financial Instruments | 134 |
| Hedge Accounting Applied to Financial Instruments | 134 |
| Items That Should Be Included Pursuant to Regulations Governing the Preparation of Financial Reports by | |
| Securities Firms | 135 |
| VII. Financial Status, Operating Results and Risk Management | 136 |
| Financial Status | 136 |
| Analysis of Operating Results | 136 |
| Analysis of Cash Flow | 137 |
| Effects of Major Capital Expenditures in the Most Recent Fiscal Year on Financial Operations | 138 |
| Long-term Investment Policy | 138 |
| Analysis of Risk Management | 138 |
| Other significant events | 147 |
| VIII. Other Disclosures | 148 |
| Consolidated Business Report of Affiliated Companies, Consolidated Financial Statements of Affiliated | |
| Companies, and Reports of Affiliation | 148 |
| Private placement of marketable securities | 150 |
| Holding or disposal of the company’s shares by the subsidiaries | 151 |
| Other Necessary Supplement | 151 |
| IX. Occurrences of items that may give rises to substantial impact on shareholders’ | |
| interests and/or stock price | 152 |
| X. Financial Statements | 153 |
II
I. A Letter to Shareholders
Dear Shareholders,
In 2022, due to the impact of the Russian-Ukrainian war, international energy and raw material prices rose. Central banks around the world began to raise interest rates to suppress inflation. As a result, global economic growth slowed significantly. In the United States, the job market remained strong, and the Federal Reserve adopted an aggressive monetary tightening policy to prevent the economy from overheating and to curb inflation. The Fed raised interest rates seven times during the year, increasing rates by 17 basis points, which caused volatility in global stock, currency, and bond markets. In Europe, the war disrupted Ukraine’s grain exports, and Russia cut off natural gas supplies to several European countries, causing energy and raw material prices to soar and impacting the European economy. In China, strict zero-tolerance COVID-19 policies created a dual pressure of shrinking demand and supply shock, and weakened the contribution of consumer spending to economic growth.
In Taiwan, according to statistics released by the Directorate-General of Budget, Accounting and Statistics in February, the economic growth rate in 2022 slipped from 6.53% in 2021 to 2.45%, mainly due to continued inflation and interest rate pressures that suppressed global end-demand, continued adjustment of inventory by manufacturers, and China’s COVID-19 measures that disrupted consumption and production activities, leading to a significant weakening of external demand. In terms of domestic demand, although the hotel, catering, and other service industries stimulated domestic consumption, the staggering investment activities in construction projects partially offset the effect. In terms of funds, our central bank also followed the international trend and raised interest rates four times, increasing rates by 2.5 basis points. As the cost of funds increased and manufacturers struggled to reduce inventories, coupled with the tension in the Taiwan Strait and foreign selling of Taiwan stocks, the Taiwan Weighted Stock Index fell from 18,218 points to 14,137 points, a decrease of 22.4%. Market trading volume also significantly declined, with the daily average turnover on the listed and OTC markets falling from NT$477.8 billion to NT$305.2 billion, a decline of 36.1%.
In the environment of constant international black swan events and declining trading volume in the Taiwan stock market in 2022, our management team effectively supervised and controlled risks and actively sought various business opportunities. The Company’s annual operating revenue was NT$5,274,091 thousand, operating costs were NT$559,000 thousand, operating expenses were NT$4,002,936 thousand, and net non-operating income was NT$200,527 thousand, resulting in a pre-tax net profit of NT$912,682 thousand and a post-tax net profit of NT$729,368 thousand, or NT$0.50 per share.
In terms of brokerage business, in 2022 the market share of brokerage business was 2.82%, and various businesses such as sub-brokerage, securities lending, and wealth management maintained a certain market position. Although the average daily trading volume in the market decreased compared to the previous year, it still maintained a level of over NT$300 billion, and the average margin financing balance in the market also reached NT$282.4 billion. The profit contribution of brokerage business was the main source of the Company’s overall profit. In response to the trend of digital finance, the Company actively invested in the construction and optimization of digital tools and platforms. We launched a new version of the app that allows customers to purchase various financial products in one stop, and carried out the transformation of various operational processes to be electronic and paperless. This provided customers with convenient and high-quality services, reduced manual intervention, and improved operational efficiency. In terms of wealth management, the Company received multiple recognitions for its product knowledge and professional services. It was awarded the “Best Customer Recommendation” and “Best Video Marketing” awards at the 2022 Wealth Management Awards by Wealth Magazine. It also won the first prize for the “Best Marketing Innovation Award” at the 16th Wealth Management Bank and Securities Evaluation by Business Today Magazine.
Regarding underwriting business, the Company acted as the lead underwriter for 11 cases and co-underwriter for 37 cases throughout the year, with a total underwriting amount of NT$4.613 billion, ranking 9th in the industry. The Company carefully evaluates industry prospects and rigorously screens cases. With a lean team, the Company actively coaches highquality enterprises to join the capital market and assists them in raising funds, improving their financial structure, and expanding their operations.
In terms of trading business, the global financial market was volatile due to the Russian-Ukrainian war and the Fed’s interest rate hike, with both stocks and bonds being hit hard. The stock proprietary trading team flexibly used bearish tools to reduce the profit and loss volatility of the investment portfolio and maintained a certain level of profitability. In terms of
1
President Securities Corporation
bond proprietary trading business, the difficulty of position operation increased due to the accelerated interest rate hike by the Fed, and the performance for the year did not meet expectations. Faced with the future environment of rising interest rates, the Company will adjust its pace and respond cautiously. In the futures proprietary trading business, the Company fully uses econometrics to seek profit-making opportunities across products, time zones, and markets. In terms of financial products, the Company targeted industry trends and issued ETNs to meet market demand. Among them, the two ETNs “President Securities IC Design Taiwan” and “President Securities Asia Semiconductor” were recognized with the Best Product Award at the 19th National Brand Yushan Awards for their unique index compilation mechanism and excellent market-making quality.
The Company’s credit rating is based on its market position and stable capital level, and has been recognized by Taiwan Ratings Corporation. As of 2022, the Company’s long-term and short-term credit ratings were “twA” and “twA-1”, respectively, with a “stable” outlook. President Securities is committed to social responsibility and has collaborated with media and competent authorities to hold anti-fraud seminars and launch an interactive anti-fraud game on its official website to raise awareness and prevent investors from falling prey to financial fraud. In terms of fair treatment of customers, the Company takes the initiative to provide care for elderly customers, as well as conduct checks on highrisk transactions, in order to prevent elderly customers from being defrauded. For investment novices, we promote correct investment concepts through videos and social media articles to enhance their risk awareness. In terms of climate change, the Company obtained the ISO 14001 environmental management system certification in 2022. We recorded all the impacts of climate change, established carbon reduction targets and action plans, and are striving towards net-zero carbon emissions. Through efforts in various aspects of ESG initiatives, President Securities was awarded the 15th Taiwan Corporate Sustainability Award (TCSA) and recognized as one of the top 100 sustainable enterprises in Taiwan.
Looking ahead to 2023, the Russia-Ukraine conflict continues to be deadlocked, causing international prices of agricultural and industrial raw materials to remain high, and inflation will remain at a high level. However, the rapid monetary tightening last year has impacted the financial environment, with several US regional banks going bankrupt this year, and Credit Suisse, which suffered significant losses, was also acquired by UBS, appointed by the Swiss government. It is expected that Fed will loosen the economic tightening strategies considering the stable financial condition. In Taiwan, as the pandemic control measures are gradually relaxed, the daily life and economic activities are returning to normal. Coupled with the sustained improvement in the employment environment, domestic consumption is expected to have rebound. In terms of private investment, the slow destocking by manufacturers has made them cautious about capital expenditures, which has affected investment momentum. Directorate General of Budget, Accounting and Statistics estimated that the economic growth rate this year will drop to 2.12%.
Faced with multiple challenges and opportunities, President Securities will continue to implement risk management and internal control to strengthen operation quality and competency. The Company will value clients’ demands by providing all-round financial services while enhancing the quality and value of customer experience. These efforts will further gain the greatest values for shareholders and the Company.
I hereby extend my most sincere gratitude to our shareholders for your long-term trust and support of President Securities. I wish you all good health and prosperity.
Chairman: Lin, Kuan-Chen President: Tsai, Sen-Bu
2
2022 Annual Report
II. Company Profile
Incorporated
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1988 1991 1995
President Securi�es Co., Ltd. was incorporated Merged with Tung-Hsin, Tung-Yung, Increased capital to NT$7.03 billion.
through the memorandum of Securi�es and Futures Commission, Ministry of Finance with the le�er No. (77) Taiwan-Finance-Securi�es-(II)- Tung-Wen, Tung-Ku, Tung-Fu, Tung-Yu, Tung-Hsing, Tung-Wang, Tung-Lai securi�es agencies. Became the first Asian securi�es company to acquire the ISO9002 service quality cer�fica�on.
20093 in November 19th. Established new branches in SanMin, Xin Taichung,
Founding capital of NT$1.4 billion increased and Hsinying, bringing the total number of branches
to actual paid-in capital of NT$3.362 billion to 16.
a�er the merger.
Amended business name to President Performed capital infusion; capital stock Established new branches in
Securi�es Corp. on March 4th. a�er infusion amounted to NT$4.02 Yenping, Taoyuan, Sanchung,
Commencement of official opera�ons on billion. Tunghsing, and Fengyuan.
April 3rd.
1996
1989 1994
2009 2007
Executed capital reduc�on through Long-term credit ra�ng was upgraded from twA-
cancella�on of treasury stock, capital to twA, and short-term credit ra�ng was
stock a�er asset reduc�on amounted to upgraded from twA-2 to twA-1.
NT$11.857 billion. Converted retained earnings to paid-in capital,
capital stock a�er infusion amounted to
NT$11.768 billion.
Obtained trust business license issued by FSC. Issued the first unsecured conver�ble corporate bond in Taiwan, and received NT$ 3 billion from the offering in May.Established PSC Xiamen business office in China on August 22nd.
Converted retained earnings to paid-in
capital, capital stock a�er infusion Converted retained earnings to paid-in capital, capital stock a�er
amounted to NT$12.319 billion. infusion amounted to NT$12.157 billion.
2010 2008
2012 2014
Converted retained earnings to paid-in Established an Offshore Securi�es Unit (OSU) in July .
capital, capital stock a�er infusion Established new branches in Xinzhuang, Zhubei,
amounted to NT$13.231 billion. Zhunan, and Xin Taoyuan, bringing the total number
of branches to 39.
Acquired the brokerage business of Standard
Chartered Bank in Taiwan.
Established remunera�on Commi�ee.
The total branches remain 35 (including head office.) . Established an Audi�ng Commi�ee in
Converted retained earnings to paid-in capital. The June.
capital stock a�er infusion amounted to NT$13.046 Opened a new branch in Pingzhen,
billion. bringing our total number of branches to
Conducted a capital reduc�on by cancelling treasury 40 (Including our headquarters) in
stocks in December. The capital became NT$12.845 October.
billion.
2015
2011 2013
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3
President Securities Corporation
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1998 2000
Executed capital infusion; capital stock In August, acquired Ta Feng Securi�es Co., Ltd.
a�er infusion amounted to NT$10.18
Converted retained earnings to paid-in capital,
billion in May. capital stock a�er infusion amounted to
NT$12.255 billion.
Executed capital infusion; capital stock a�er Obtained official approval for OTC lis�ng.
infusion amounted to NT$8.08billion. Converted retained earnings to paid-in Executed capital reduc�on through
Established new branches in Tianmu, Banqiao, Hankou, Tali, and Sanduo. The capital, capital stock a�er infusion amounted to NT$10.91 billion. cancella�on of treasury stock, capital stock a�er asset reduc�on amounted to
business offices were increased to 26 Rated as “twBBB” and “twA-3” for long-term NT$11.279 billion.
(including head office). and short-term credits, respec�vely, by
Taiwan Ra�ng Corp.
1997 1999 2001
2006 2003
Obtained business license for wealth management.
Received the 6th annual Na�onal Charity Award, Obtained business license for structured
and was the only for-profit business en�ty among notes; Fixed Income business unit
twelve recipients. licensed as the main dealer for business
opera�on of government bonds issued by
Executed capital reduc�on through cancella�on of Central Bank of the Republic of China.
treasury stock, capital stock a�er asset reduc�on
amounted to NT$11.37 billion.
Opened East Tainan Branch, Neihu Branch and Renai Branch. The
business offices increased to 35 (including head office). Listed on TWSE in September.
Long term credit ra�ng was upgraded from twBBB to twBBB+ in Executed capital reduc�on through
September, and was again upgraded to twA- in December. cancella�on of treasury stock, capital
Executed capital reduc�on through cancella�on of treasury stock, stock a�er asset reduc�on amounted to
capital stock a�er asset reduc�on amounted to NT$11.4499 billion. NT$11.46 billion.
2004 2002
2016 2019
Conducted a capital reduc�on by canceling treasury stocks in Conducted a capital reduc�on by cancelling treasury stocks in May. A�er the
February and May. The capital became NT$13.037 billion and capital reduc�on, the total share capital was around NT$13.723 billion; at that
NT$12.952 billion. �me business was terminated at Xindian Branch, bringing the number of branches
to 35. Business was terminated at Xinzhuang Branch in July, so that the number of
Converted earnings to paid-in capital in August, growing the capital
to NT$13.356 billion. ac�ve branches declined to 34. The Fengyuan, Ku�ng, and Xin Taoyuan branches
were closed for business in November, so that the number of branches declined to
The branches in Tali, Yenping, and SanMin terminated opera�ons in 31, including the Head Office.
October , causing that the total number of branches reduced to
37(including our headquarters).
In August, a capitaliza�on of earnings was
The branch in Zhubei terminated opera�ons conducted. A�er an increase in capital,
in May, causing that the total number of the share capital was NT$13.98 billion. In
branches reduced to 36(including our September, the first cross-strait joint
headquarters). venture securi�es firm, Jin Yuan President
The Company transferred earnings to paid-in capital in August. The capital a�er capital Securi�es Corpora�on Limited, was officially opened.
increase was NT$13.904 billion.
2017 2020
In September, a capitaliza�on of
The capital of the earnings was conducted. A�er an
company remains at increase in capital, the share capital
NT$14.558 billion. was NT$14.558 billion.In November,
established Strategic Development
Commi�ee.
2022 2021
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4
2022 Annual Report
III. Corporate Governance
III. Corporate Governance
I. Business Organization
A. Organizational Chart
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Administration Dept.
Shareholders’ Meeting
Finance Dept.
Board of Directors
Risk Management
Information System Dept.
Committee
Audit Committee
Remuneration
Settlement & Clearing Dept.
Ethical Corporate Committee
Management Practice
Team
Auditing Office Financial Product Dept.
Strategic Development
Committee
Risk Control Office Proprietary Trading Dept.
Chairman of the Board
Fixed Income Dept.
President
Capital Market Dept.
Corporate Client Dept.
Assets & Liabilities
Management Committee
Quantitative Trading Dept.
President Office
Shareholder Services Dept.
Compliance Division
Wealth Management and
Trust Dept.
Brokerage Dept.
Global Institutional
Service Dept.
Offshore Securities Unit
Digital Business Department
E-Trade Department
Branches
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5
President Securities Corporation
B. Function of Each Division
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Division Function
Accept orders from clients to buy/sell listed securities and forward to TWSE for execution.
Accept orders from clients to buy/sell listed securities and forward to TPEx for execution.
Manage custodial services for clients.
Provide margin financing for securities trading.
Securities borrowing and lending business.
Brokerage Borrowing or lending money in connection with securities business
Conduct borrowing and lending of funds for unrestricted purposes.
Accepting orders to trade foreign securities.
Futures introducing broker business.
Electronic transaction operations.
Customer service coordination process.
Issue domestic and foreign equity warrants and conduct hedging strategies.
Launch structured products and conduct hedging strategies.
Trading of equity derivatives.
Issuance and hedging of Exchange Traded Notes (ETN) for index investments
Financial Future and spot trading strategy.
Products Stock market maker business.
Proprietary trading and strategy trading for convertible bonds
Proprietary trading for futures and options in Taiwan and other countries
Design and planning of new financial products and services.
Other derivatives financial products approved by the competent authority.
Trading of publicly listed securities on the TWSE and TPEx, using President Securities’ own funds.
Proprietary Trade futures and options markets as a futures trader.
Trading Expand international investment business involving legally-permitted overseas spot/futures market research and
investments.
Use own capital to trade domestic and foreign corporate and government bonds in the OTC market.
Offer tendering services of Taiwan government bonds.
Repo and Reverse-Repo transactions.
Trade overseas and domestic convertible bonds.
Provide debt capital market services for overseas and domestic issuers.
Fixed Income Provide financial market services and product to financial institutions, corporate clients, and high-net-worth
customers.
Provide customized structured products for clients.
Designed Bond Exchange-Traded Notes.
Securities-related spot foreign currency transaction business.
Execute foreign currency funding business between NTD and foreign currencies.
Assist corporations in application for public listing on TWSE or TPEx.
Assess and advise clients with respect to capital increase plans and applications to convert private equity into
Capital Market publicly traded stocks.
(Underwriting) Underwrite domestic and foreign corporate bonds and foreign financial products.
Assist in M&A activities; provide consulting services on corporate finance and other specialized areas.
Other various types of underwriting business and financial advisory business.
Market making and trading of futures and options contracts on the TAIFEX.
Market making and trading of legally-permitted foreign futures and options contracts.
ETF arbitrage, market making, hedging, and trading.
Quantitative
Spot and futures arbitrage and trading.
Trading
Structured products issuing and trading.
Spread and volatility arbitrage of domestic and foreign futures/options products.
Convertible Bond Asset SWAP business.
Coordinate shareholder services on behalf of publicly listed companies.
Assist in the coordination of shareholders’ meetings.
Shareholder
Coordinate the distribution of cash and/or stock dividends to shareholders.
Services
Manage the issuance and delivery of tax forms to shareholders.
Respond to shareholder enquiries and legal issues.
Provide consulting or selling services such as wealth management product asset allocation and financial planning.
Provide a variety of trading services and products for wealth management, including domestic and overseas funds,
foreign bonds, structured products, and bonds with repurchasing agreements.
Wealth Conduct asset allocation for customers through trusts.
Management & Negotiable securities trust lending business.
Trust
Employee stock ownership trust business.
Settlement operations.
Engage in the wealth management business for high asset clients.
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6
2022 Annual Report
II. Directors’, Supervisors’ and Managers’ Information
A. Directors
1. Information Regarding Directors
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April 2, 2023
Executives, Directors or
Shareholding
Shareholding when Spouse & Minor Supervisors Who are Spouses
Title Nationality Name ElectedDate Gender/age (Until)Term Date (FirstElected) Elected Current Shareholding Shareholding Arrangementby Nominee Experience (Education) Current Position with PSC and Other Company or within Two Degrees of Kinship
Shares % Shares % Shares % Shares % Title Name Relation
Kai Nan
Investment 2021.7.20 2024.7.19 2000.6.8 40,628,089 2.79 42,253,212 2.90 0 0 0 0 NA NA NA NA NA
Co., Ltd.
1. National Taiwan Sport University 1. PSC: Member of Strategic
Development Committee
2. Vice Chairman and President of President
Securities Corporation 2. Other Company:
3. Chairman of President Futures Corp. • Chairman:
Chairman 4. Director of Taiwan Futures Exchange Richness Cereal Trading Co., Ltd.
Republic of China Lin, Kuan-Delegate:Chen 2021.7.20 61~70M/ 2024.7.19 2018.6.21 3,100,000 0.21 3,224,000 0.22 1,100,000 0.07 0 0 5. Chairman of Richness Cereal Trading Co., 6. Director and President of Fonmau Cereal Ltd. • Director:President Futures Corp., Taiwan Futures Exchange, Q-WARE Systems & Services Corp., President NA NA NA
Industrial Co., Ltd. Securities (Nominee) Ltd., President
7. Director of Q-WARE Systems & Services Securities (HK) Ltd., President Wealth
Corp. Management (HK) Ltd., Jin Yuan
President Securities Ltd.
8. Director of President Securities Corporation • Director and President:
Fonmau Cereal Industrial Co., Ltd.
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Executives, Directors or
Shareholding
Shareholding when Spouse & Minor Supervisors Who are Spouses
Title Nationality Name ElectedDate Gender/age (Until)Term Date (FirstElected) Elected Current Shareholding Shareholding Arrangementby Nominee Experience (Education) Current Position with PSC and Other Company or within Two Degrees of Kinship
Shares % Shares % Shares % Shares % Title Name Relation
Kai Nan
Investment 2021.7.20 2024.7.19 2000.6.8 40,628,089 2.79 42,253,212 2.90 0 0 0 0 NA NA NA NA NA
Co., Ltd.
1. Ph.D. in Finance, National Chung Hsing 1. PSC: Member of Strategic
University, R.O.C. Development Committee
2. MBA of National Taiwan University, 2. Other Company:
R.O.C.
• Senior Vice President:
3. Manager of President International
Development Corp. Uni-President Enterprises Corp.
4. Manager of Uni-President Enterprises • President:
Corp., Treasury Division Champ Green (Shanghai) Consulting
5. Vice President of Uni-President Enterprises Co., Ltd.
Corp., Business Integration Division • Chairman:
6. Director of President Securities Corporation United Advisor Venture Management
7. Director of President International Ltd.
Development Corp. • Director:
8. Director of Presco Netmarketing, Inc. President International Development
9. Director of Kuang Chuan Dairy Co., Ltd. Corp., Presco Netmarketing, Inc.,
Kuang Chuan Dairy Co., Ltd., Kuang
10. Director of Kuang Chuan Foods Ltd. Chuan Foods Ltd., Tait Marketing
11. Director of Tait Marketing & Distribution & Distribution Co., Ltd., Changhua
Director Co., Ltd. County Chang Chun-Ya Private
Republic of China Liu, Tsung-Delegate:Yi 2021.7.20 51~60M/ 2024.7.19 2015.6.18 0 0 0 0 0 0 0 0 12. Director of Changhua County Chang Chun-Ya Private Social Welfare Charity Foundation Social Welfare Charity Foundation, Yantai North Andre Juice Co., Ltd., Champ Green Capital Limited, SMS Investment Management Co., Ltd., NA NA NA
13. Director of Yantai North Andre Juice Co., Shanghai Shunfeng Restaurant Group
Ltd. Co., Ltd., Huasui Tomato Investment
14. Director of Champ Green Capital Company, Woongjin Foods Co., Ltd.,
Daeyoung Foods Co., Ltd., Uni-
15. Director of SMS Capital Management Ltd. President (Korea) Co., Ltd.
16. Director of SMS Investment Management
Co., Ltd.
17. Director of SMS Capital Co., Ltd.
18. Director of Shanghai Shunfeng Restaurant
Group Co., Ltd.
19. Director of Huasui Tomato Investment
Company
20. Director of Woongjin Foods Co., Ltd.
21. Director of Daeyoung Foods Co., Ltd.
22. Director of Uni-President (Korea) Co., Ltd.
23. President of Champ Green (Shanghai)
Consulting Co., Ltd.
24. Director and President of United Advisor
Venture Management Ltd.
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Executives, Directors or
Shareholding
Shareholding when Spouse & Minor Supervisors Who are Spouses
Title Nationality Name ElectedDate Gender/age (Until)Term Date (FirstElected) Elected Current Shareholding Shareholding Arrangementby Nominee Experience (Education) Current Position with PSC and Other Company or within Two Degrees of Kinship
Shares % Shares % Shares % Shares % Title Name Relation
1. MBA of University of Strathclyde 1. PSC: Member of Strategic
Development Committee
2. CFO of Uni-President Enterprises Corp.
2. Other Company:
3. CFO of Uni-President China Holdings Ltd.
• Senior Vice President:
4. Director of President Securities Corporation
Uni-President Enterprises Corp.
5. Director of Uni-President China Holdings Ltd. • Director:
Uni-President China Holdings
Ltd. , President Enterprises (China)
Republic of China Chen, Kuo-Delegate: 2021.7.20 51~60M/ 2024.7.19 2017.11.3 0 0 0 0 0 0 0 0 Investment Co., Ltd.Hong Kong Holdings Limited,President (Vietnam) Co., Ltd., , Uni-President Uni- NA NA NA
Hui President International Development
Corp. , Uni-President (Singapore) Pte.
Ltd.
• Chairman:
Kai Yu (BVI) Investment Co.,
Ltd. , Tone Ren Enterprise Co., Ltd.
• Supervisor:
Champ Green (Shanghai) Consulting
Co., Ltd., United Advisor Venture
Management Co., Ltd.
1. M.S., Dept. of Business Administration, 1. PSC: NA
National Cheng Kung University
2. Other Company:
2. Vice President of ScinoPharm Taiwan Ltd.
(Administraion Center ) • Vice President (Secretarial the Board
Director of Directors):
Delegate: 3. Vice President of President International President Chain Store Corp.
Republic of China Hung, Hui-Hsieh 2021.7.20 61~70F/ 2024.7.19 2001.3.21 55,660 0 57,886 0 18,607 0 0 0 4. Chief Audit Officer of President Chain Development Corp.(F&A Divison) NA NA NA
Tzu Store Corp.
5. Director of President Securities Corporation
1. Master of Business Administration/Institute 1. PSC: NA
of Financial Management, National Sun
Yat-sen University 2. Other Company:
2. Vice President of IBT Securities Co., Ltd. • President :
ScinoPharm Taiwan, Ltd.
3. Assistant Manager of Taiwan International
Securities Corporation • Director:
4. Division Head of Treasury Division, Uni- President Transnet Corp.
Republic of Delegate: 2021.7.20 F/ 2024.7.19 2015.6.18 0 0 0 0 0 0 0 0 President Enterprises Corp. • Supervisor : NA NA NA
China Lu, Li-An 51~60 5. Director of President Transnet Corp., Tong Kuan Enterprise Co., Ltd.
President Collect Service Corp.
6. Supervisor of Tong Kuan Enterprise Co.,
Ltd.
7. Director of President Securities Corporation
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Executives, Directors or
Shareholding
Shareholding when Spouse & Minor Supervisors Who are Spouses
Title Nationality Name ElectedDate Gender/age (Until)Term Date (FirstElected) Elected Current Shareholding Shareholding Arrangementby Nominee Experience (Education) Current Position with PSC and Other Company or within Two Degrees of Kinship
Shares % Shares % Shares % Shares % Title Name Relation
1. Fu Jen Catholic University bachelor degree 1. PSC: NA
of Economics
2. Other Company:
2. Director of PK Venture Capital Corp.
Republic of China Delegate: Chen, 2021.7.20 41~50F/ 2024.7.19 2019.6.18 0 0 0 0 0 0 0 0 3. Director of President Securities Corporation • Treasury Division Manager:Uni-President Enterprises Corp. NA NA NA
Ching-Yi 4. Finance Deputy Manager of Apacer
Technology Inc.
5. Treasury Division Manager of Uni-
President Enterprises Corp.
Director
1. University of Dallas Master of Business 1. PSC: NA
Administration
2. Other Company:
2. Director of President Securities Corporation
Republic of China Delegate: Chen, 2021.7.20 41~50F/ 2024.7.19 2019.6.18 0 0 0 0 0 0 0 0 3. Financial Planning Division Manager of Uni-President Enterprises Corp. • Financial Planning Division Manager:Uni-President Enterprises Corp. NA NA NA
Yi-Ling
Canking
Investment 2021.7.20 2024.7.19 1988.11.26 17,257,228 1.18 17,947,517 1.23 0 0 0 0 NA NA NA NA NA
Co., Ltd.
1. Ph.D., University of San Francisco 1. PSC: NA
2. Master, Harvard University 2. Other Company:
3. MBA, George Washington University • Chairman:
Director 4. Senior Executive Officer Ministry of Canking Investment Co., Ltd.
Republic of China Teng, Wen-Delegate: 2021.7.20 51~60F/ 2024.7.19 2018.6.21 2,367,084 0.16 2,461,767 0.16 0 0 0 0 5. Assistant professor of National Taipei Education NA NA NA
Hwi University of Education
6. Chairman of Canking Investment Co., Ltd.
7. Director of President Securities Corporation
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----- Start of picture text -----
Executives, Directors or
Shareholding
Shareholding when Spouse & Minor Supervisors Who are Spouses
Title Nationality Name ElectedDate Gender/age (Until)Term Date (FirstElected) Elected Current Shareholding Shareholding Arrangementby Nominee Experience (Education) Current Position with PSC and Other Company or within Two Degrees of Kinship
Shares % Shares % Shares % Shares % Title Name Relation
Hui Tung
Investment 2021.7.20 2024.7.19 1994.10.29 10,403,534 0.71 10,819,675 0.74 0 0 0 NA NA NA NA NA
Co., Ltd.
1. Department of International Business 1. PSC: NA
Soochow University
2. Other Company:
2. Vice Chairman of Hui Tung Enterprise
Corp. • Chairman:
Chieforce Corp.
3. Director of HHB Geriatric Healthcare Corp. • Vice Chairman:
Director
4. Director of Hui Tung Investment Co., Ltd. Hui Tung Enterprise Corp.
Republic of China Delegate: Lee, Chi-Ming 2021.7.20 41~50M/ 2024.7.19 2018.6.21 0 0 0 0 0 0 0 0 5. Director of Japan Asia Specialities Co., Ltd.6. Director of President Securities Corporation • Director:Hui Tung Investment Co., Ltd. , HHB NA NA NA
Geriatric Healthcare Corp. , Japan
Asia Specialities Co., Ltd., Zhao
Tung Corp., Chao Tung Corp., Union
Chinese Corp., Point Deco Co., Ltd.,
Huai Ren International Co., Ltd.
• Supervisor:
Chang Kun Housing Corp.
Leg Horn
Investment 2021.7.20 2024.7.19 1988.11.26 12,656,178 0.86 13,162,425 0.90 0 0 0 0 NA NA NA NA NA
Co., Ltd.
1. BBA in Business Administration, Soochow 1. PSC: NA
Director University 2. Other Company:
Delegate: 2. Accounting Manager of Leg Horn
Republic of China Chang, Ming- 2021.7.20 71~80F/ 2024.7.19 1990.3.30 1,209,383 0.08 1,257,758 0.08 0 0 0 0 Investment Co., Ltd. • Director and Accounting Manager:Leg Horn Investment Co., Ltd. NA NA NA
Chen 3. Director of Leg Horn Investment Co., Ltd.
4. Director of President Securities Corporation
Ta Le
Investment
2021.7.20 2024.7.19 2000.6.8 7,316,067 0.50 7,405,749 0.51 0 0 0 0 NA NA NA NA NA
Holding
Co., Ltd.
1. Ph.D. in Law, University of Berkeley 1. PSC: NA
2. Chairman of Ta Le Investment Holding 2. Other Company:
Co., Ltd
• Chairman:
Director 3. Chairman of Litz’s Enterprise Ltd Ta Le Investment Holding Co., Ltd.,
Republic of China Delegate: Lee, Yee- 2022.7.1 61~70M/ 2024.7.19 2022.7.1 0 0 0 0 0 0 0 0 4. Director of Lian Teh Iindustrial Development Foundation • Director:Litz’s Enterprise Ltd. NA NA NA
Ching 5. President of Uni-President Asset Lian Teh Iindustrial Development
Management Corp. Foundation
6. President of President Capital Management
Corp.
7. Vice President of President Securities
Corporation
11
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Executives, Directors or
Shareholding
Shareholding when Spouse & Minor Supervisors Who are Spouses
Title Nationality Name ElectedDate Gender/age (Until)Term Date (FirstElected) Elected Current Shareholding Shareholding Arrangementby Nominee Experience (Education) Current Position with PSC and Other Company or within Two Degrees of Kinship
Shares % Shares % Shares % Shares % Title Name Relation
China F.R.P
2021.7.20 2024.7.19 1994.10.29 10,200,000 0.70 10,400,000 0.71 0 0 0 0 NA NA NA NA NA
Corp.
1. Ming Chuan University 1. PSC: NA
2. Accounting Deputy Manager, Auditing 2. Other Company:
Director Manager of Eternal Materials Co., Ltd.
Republic of China Lee, Shu-Delegate: 2021.7.20 71~80F/ 2024.7.19 2015.6.18 0 0 0 0 0 0 0 0 3. Director of President Securities Corporation • Consultant: China F.R.P Corporation NA NA NA
Fen • Employee:
Kao Ying-Shih Chinese Culture
Collection Educational Foundation of
Kaohsiung.
1. Master of Business Administration, 1. PSC: NA
University of Dallas
2. Other Company:
2. Chairman of Shun Fu Tai Industrial Co.,
Ltd. • Chairman:
Shun Fu Tai Industrial Co., Ltd., Yao-
3. Chairman of Yao-Jun Technology Inc. Jun Technology Inc.
Director Republic of China Duh, Bor-Tsang 2021.7.20 61~70M/ 2024.7.19 2012.6.22 4,273,744 0.29 4,444,693 0.30 2,334,693 0.16 0 0 4. Chairman of My-Semi Inc. • Director: NA NA NA
5. Director of President Securities Corporation Midori Inc., NANTEX Industry Co.,
Ltd.
6. Director of Shin Lin Investment Inc.Morioka Investment Inc., Lillian , • Supervisor:
Investment Co., Ltd. , Midori Inc. Lillian Investment Co., Ltd.
7. Supervisor of Konten Networks Inc. ,
NANTEX Industry Co., Ltd.
1. The University of California Irvine Paul 1. PSC: NA
Merage School of Business, MBA
2. Other Company:
2. Supervisor of Grown Field Co., Ltd.
• Chairman:
Director Republic of China Tzong-Lee, 2021.7.20 51~60M/ 2024.7.19 2021.7.20 836,911 0.05 870,387 0.05 0 0 0 0 3. Chairman of Fu Huey Inc 4. Director of Teh Long Warehousing & • Director:Fu Huey Inc NA NA NA
Shiun Stevedoring Co., Ltd.
Teh Long Warehousing & Stevedoring
Co., Ltd.
• Supervisor:
Grown Field Co., Ltd.
1. Golden Gate University, MBA in Finance 1. PSC: NA
2. Chairman of United Investment Ptd. Ltd. 2. Other Company:
3. Assistant Vice President of Tainan Spinning • Chairman:
Co., Ltd. United Investment Pte. Ltd., United
Investment Pte. Ltd.(Taipei)
4. Director of President Securities Corporation
• Director and President:
Director Republic of China Jing-YauJuang, 2021.7.20 51~60M/ 2024.7.19 2018.6.21 3,060 0 3,182 0 0 0 0 0 5. President of T.S. Retail and Distribution Co. Ltd. • Director: T.S. Retail and Distribution Co. Ltd. NA NA NA
Q-Ware Systems & Services Corp.,
Eten Technologies Inc., NANTEX
Industry Co., Ltd., Nan Fan
Development Co., Ltd., Nan Fan
Housing Co., Ltd., Universal Venture
Capital Investment Corp.
• Assistant Vice President:
Tainan Spinning Co., Ltd.
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Executives, Directors or
Shareholding
Shareholding when Spouse & Minor Supervisors Who are Spouses
Title Nationality Name ElectedDate Gender/age (Until)Term Date (FirstElected) Elected Current Shareholding Shareholding Arrangementby Nominee Experience (Education) Current Position with PSC and Other Company or within Two Degrees of Kinship
Shares % Shares % Shares % Shares % Title Name Relation
1. MBA, George Washington University 1. PSC: Member of Audit Committee
/ Remuneration Committee / Risk
2. Department of Finance, Shih Hsin Management Committee / Strategic
University Associate Professor / Assistant Development Committee / Supervisory
Professor personnel of Trust
3. Independent Director of President Securities 2. Other Company:
Independent Director Republic of China Yann-PingLiang, 2021.7.20 51~60F/ 2024.7.19 2015.6.18 0 0 0 0 0 0 0 0 4. Vice President of Hua Nan Investment Corporation • Associate Professor: NA NA NA
Trust Shih Hsin University
5. Vice President of Polaris Securities • Member of Self-disciplinary
Investment Trust Committee:
Unique Satellite Television (USTV)
6. Chairman of Department of Finance,
MingDao University
1. Ph.D. in Law, Chinese Culture University 1. PSC: Member of Audit Committee
/ Remuneration Committee / Risk
2. Vice Chariman of China Petrochemical Management Committee / Strategic
Development Corporation Development Committee
3. Chariman of The First Leasing Corp. 2. Other Company:
4. Chairman of Bo-Meng Investment Co., Ltd. • Chairman:
5. Independent Director of President Securities Bo-Meng Investment Co., Ltd.
Independent Director Republic of China Pai, Chun-Nan 2021.7.20 71~80M/ 2024.7.19 2018.6.21 0 0 0 0 0 0 0 0 6. Independent Director of Megaforce Corporation • Vice Chairman:China Petrochemical Development NA NA NA
Company Ltd. Corporation
7. Director of Taivex Therapeutics • Independent Director:
Corporation
Megaforce Company Ltd., Advagene
8. Director of Wei Lih Food Industrial Co., Biopharma Co., Ltd.
Ltd. • Director:
Wei Lih Food Industrial Co., Ltd.,
Taivex Therapeutics Corporation, BES
Engineering Corp.
1. The University of Iowa, MBA 1. PSC: Member of Audit Committee
/ Remuneration Committee / Risk
2. Assistant Vice President of BNP Paribas Management Committee / Strategic
Taiwan Development Committee
3. Executive Director of Goldman Sachs 2. Other Company:
(Asia)
• Supervisor:
4. Director of SG Warburg Securities Ltd. Zhi Nong Green Power Investment
Taiwan Co., Ltd.
5. Vice Chairman of ABN AMRO Bank, • Chief Strategy Officer:
Taipei Branch
Max Pro Capital Acquisition Company
Independent Republic of Song, 2021.7.20 M/ 2024.7.19 2018.6.21 0 0 0 0 0 0 0 0 6. Managing Director of CIMB Securities, Taiwan NA NA NA
Director China Yung-Fong 61~70
7. CIO and Executive Vice President of
Chunghwa Telecom Co., Ltd.
8. Director of Chunghwa Investment
Company
9. President of Chunghwa Investment
Company
10. Managing Director of Deutsche Bank
Taiwan
11. Independent Director of President Securities
Corp.
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Executives, Directors or
Shareholding
Shareholding when Spouse & Minor Supervisors Who are Spouses
Title Nationality Name ElectedDate Gender/age (Until)Term Date (FirstElected) Elected Current Shareholding Shareholding Arrangementby Nominee Experience (Education) Current Position with PSC and Other Company or within Two Degrees of Kinship
Shares % Shares % Shares % Shares % Title Name Relation
1. Department of Economics, Soochow 1. PSC: Member of Audit Committee
University / Remuneration Committee / Risk
Management Committee / Strategic
2. Independent Director of Himax Development Committee / Supervisory
Technologies, Inc. personnel of Trust / Offshore Structured
Independent Director Republic of China Horng, Yuan- 2021.7.20 71~80M/ 2024.7.19 2018.6.21 0 0 0 0 0 0 0 0 3. Vice President of Finance Division of China Steel Corporation 2. Other Company:Products review team NA NA NA
Chuan 4. Chairman of Gains Investment Corp. • Independent Director:
5. Director of Kaohsiung Rapid Transit Himax Technologies, Inc.
Corporation
6. Independent Director of President Securities
Corporation
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Note: Lee, Yee-Ching was appointed as the delegate of Ta Le Investment Holding Co., Ltd on July 1st, 2022.
2. Major Shareholders of PSCʹs Institutional Shareholders
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April 2, 2023
PSC's Institutional
Major Shareholders of PSC's Institutional Shareholders (Holding Percentage) (Note2)
Shareholders (Note1)
Leg Horn Investment Co.,
Chang, Pin-Tang (45.05%), Chang, Benjamin Pin-Yen (49.25%)
Ltd.
Hui Tung Investment Co.,
Lee, Tong-Liang (44.88%), Hsu, Jui-Chung (15%), Lee, Pei-Shan (12.44%), Lee, Chi-Hung (12.44%), Lee, Chi-Ming (12.44%)
Ltd.
Ta Le Investment Holding Ou Yang, Li-Chen (26.54%), Lee, Chia-Rong (7.69%), Lee, Yee-Ching(55.78%), Kao, Kuo-Lun(3.08%), Lee, Agnes(1%), Lee, Alexander (3.15%), Kao, Fu-
Co., Ltd. Ting(0.92%), Kao, Fu-Yu(0.92%), Kao, Fu-Cheng (0.92%)
Kai Nan Investment Co., Ltd. Uni-President Enterprises Corp. (100%)
Canking Investment Co., Ltd. Teng, Wen-Hwi (26.35%), Teng, Jun-Tse (26.69%), Teng, Wen-Hsuan (26.35%), Yang, Yu-Chiao (10.67%)
Kao, Ying-Shih (21.26%), Jia Cheng Enterprise Ltd.(18.95%), Kao, Kuo-Lun(13.42%), Strong Team International Inc.(8.89%), Di Yi Internation Enterprise
China F.R.P Corp.
Inc. (4.09%), Lee, Chia-Rong (3.48%), Kao, Fu-Ting(2.8%), Kao, Fu-Yu(2.7%), Kao, Fu-Cheng(2.59%), Yang, Chin-Lan(2.27%)
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Note 1: As the Company’s Directors and Supervisors belong to institutional shareholder representatives, the name of the institutional shareholders.
Note 2: The name of the major shareholders of the institutional shareholders and their shareholding ratio. If the major shareholders are corporations, their information is listed in the table below.
Institutional Shareholders of the Major Shareholders
April 2, 2023
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Institutional Shareholders Major Shareholders of the Institutional Shareholders (Holding Percentage) (Note)
Kao Chyuan Inv. Co., Ltd. (5%), Cathay Life Insurance Co.,Ltd. (4.81%), BNP Paribas - Hong Kong Branch (3.02%), Hou, Po-Ming (2.60%), Hou, Po-Yu
Uni-President Enterprises
(2.27%), Kao, Shiow-Ling (1.64%), Labor Pension Fund-New Scheme (1.57%), Goverment of Singapore (1.52%), Chunghwa Post Co., Ltd.(1.37%), Norges
Corp.
Bank - fund mgr Neuberger Berman Europe Limited (1.31%)
Jia Cheng Enterprise Ltd. Kao, Fu-Ting (1.89%), Kao, Kuo-Lun (13.85%), Lee, Chia-Rong (13.79%), New Genius Ltd (61.65%), Phuket Investments Limited (8.82%)
Strong Team International
Kao, Kuo-Lun (40.52%), Lee, Chia-Rong (37.48%), Jia Cheng Enterprise Ltd. (19.55%), Chen, Chen-Ju (0.01%), Lai, Jia-Huei (2.44%)
Inc.
Di Yi Internation Enterprise
Kao, Kuo-Lun (20.60%), Lee, Chia-Rong (79.40%)
Inc.
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Note: Name and holding percentage of the top ten shareholders of the Company’s institutional shareholders.
3. Professional qualifications and independence analysis of directors
(1) Information disclosure for the professional qualification of Directors and independence of Independent Directors:
| Criteria Name |
Professional Qualifcation Requirements and Work Experience | Independence Disclosure | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|---|---|---|---|
| Lin, Kuan-Chen Delegate of Kai Nan Investment Co., Ltd. |
I have over 5 years of working experience and professional business management expertise; I graduated from National Taiwan Sport University. I possess extensive working experience in securities dealers; I held positions as the Vice Chairman and President of President Securities Corporation; currently, I am the representative of Kai Nan Investment Co., Ltd., the corporate chairman of the Company, and the Company's Chairman.I do not meet any of the conditions defned in Article 30 of the Company Act. |
Apart from Notes 1(2), (3), (7), (8), and (12), Director is the Chairman of the Company, Chairman of Richness Cereal Trading Co, President of Fonmau Cereal Industrial Co., Ltd., Director of President Futures Corp., one of the top ten natural person shareholder of the Company, and the representative of the corporate shareholder of the Company as stated in Article 27, the Director complies with the specifcations of independence in Note 1. |
0 |
| Liu, Tsung-Yi Delegate of Kai Nan Investment Co., Ltd. |
I have over 20 years of working experience andprofessional knowledge in fnance and accounting.Ihold aPh.D. in FinancefromNational Chung Hsing University, R.O.C.In addition to my academic background,I have extensive experience in fnance and business, including serving asSeniorVice President at Uni-President Enterprises Corp. Currently, Iserve as a Director of several companies, includingPresident International Development Corp., Presco Netmarketing, Inc., Kuang Chuan Dairy Co., Ltd., and Kuang Chuan Foods Ltd. I am also the representative of Kai Nan Investment Co., Ltd., the Company's corporate Director.I do not meet any of the conditions defned in Article 30 of the Company Act. |
Apart from Notes 1(2), (5), and (12), is the Director of the Company, hold position in the Uni-President Enterprises Corporation, a corporate shareholder holding over 5% of the Company's issued shares, and the representative of the corporate shareholder of the Company as stated in Article 27, the Director complies with the specifcations of independence in Note 1. |
0 |
| Chen, Kuo-Hui Delegate of Kai Nan Investment Co., Ltd. |
I have over 10 years of working experience and professional business management expertise; I graduated with an MBA from the University of Strathclyde, possessing extensive working experience in fnancial management. I held the position as the CFO of Uni-President China Holdings Ltd. Currently, I am the Director of Uni-President China Holdings Ltd. and President International Development Corp., and am the representative of Kai Nan Investment Co., Ltd., the Company's corporate Director.I do not meet any of the conditions defned in Article 30 of the Company Act. |
Apart from Notes 1(2), (5), and (12), is the Director of the Company, hold position in the Uni-President Enterprises Corporation, a corporate shareholder holding over 5% of the Company's issued shares, and the representative of the corporate shareholder of the Company as stated in Article 27, the Director complies with the specifcations of independence in Note 1. |
0 |
| Hsieh Hung, Hui-Tzu Delegate of Kai Nan Investment Co., Ltd. |
I have over fve years of working experience and professional business management (business, legal, and fnancial and accounting) expertise; I graduated with the M.S., Dept. of Business Administration, National Cheng Kung University. I possess extensive business management (business, legal, fnancial and accounting) working experience; I held positions as the Vice President of ScinoPharm Taiwan Ltd.(Administration Center), Vice President of President International Development Corp. (F&A Divison), Chief Audit Ofcer of President Chain Store Corp., and Director of President Securities Corporation. Currently, I am the Chief of CSR/Assistant Vice President for projects of President Chain Store Corp., and am the representative of Kai Nan Investment Co., Ltd., the Company's corporate Director.I do not meet any of the conditions defned in Article 30 of the Company Act. |
Apart from Notes 1(2), (5), and (12), is the Director of the Company, hold position in the Uni-President Enterprises Corporation, a corporate shareholder holding over 5% of the Company's issued shares, and the representative of the corporate shareholder of the Company as stated in Article 27, the Director complies with the specifcations of independence in Note 1. |
0 |
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Number of Other
Criteria Public Companies in
Which the Individual
Professional Qualification Requirements and Work Experience Independence Disclosure
is Concurrently
Name Serving as an
Independent Director
I have over 20 years of working experience and professional financial and accounting as well as legal expertise; I
possess the Master of Business Administration/Institute of Financial Management, National Sun Yat-sen University. I Apart from Notes 1(2), (5), and (12), is the Director of the Company, hold position in
possess extensive working experience in financial and accounting as well as business; I held the position as the chief the Uni-President Enterprises Corporation, a corporate shareholder holding over 5%
Lu, Li-An Delegate of Kai Nan of finance of Uni-President Enterprises Corp. Currently, I am the President of ScinoPharm Taiwan Ltd., Director of of the Company's issued shares, and the representative of the corporate shareholder of 0
Investment Co., Ltd.
President Transnet Corp., and Supervisor of Tong Kuan Enterprise Co., Ltd., and am the representative of Kai Nan the Company as stated in Article 27, the Director complies with the specifications of
Investment Co., Ltd., the Company's corporate Director. I do not meet any of the conditions defined in Article 30 of independence in Note 1.
the Company Act.
I graduated from Fu Jen Catholic University with a bachelor's degree in Economics; I have over 20 years of
experience in traditional industries and electronic industries, and possess professional financial and accounting Apart from Notes 1(2), (5), and (12), is the Director of the Company, hold position in
the Uni-President Enterprises Corporation, a corporate shareholder holding over 5%
Chen, Ching-Yi Delegate of Kai expertise for business management; I held positions as the Finance Deputy Manager of Apacer Technology Inc. and of the Company's issued shares, and the representative of the corporate shareholder of 0
Nan Investment Co., Ltd. Director of PK Venture Capital Corp.; currently, I am the Treasury Division Manager of Uni-President Enterprises the Company as stated in Article 27, the Director complies with the specifications of
Corp., and the representative of Kai Nan Investment Co., Ltd., the Company's corporate Director. I do not meet any of
the conditions defined in Article 30 of the Company Act. independence in Note 1.
I have over five years of working experience and professional business, legal, and accounting expertise; I graduated Apart from Notes 1(2), (5), and (12), is the Director of the Company, hold position in
from the University of Dallas Master of Business Administration, and am a professional practitioner holding the the Uni-President Enterprises Corporation, a corporate shareholder holding over 5%
Chen, Yi-Ling Delegate of Kai CPA certificate of the Republic of China. Currently, I am the Financial Planning Division Manager of Uni-President of the Company's issued shares, and the representative of the corporate shareholder of 0
Nan Investment Co., Ltd. Enterprises Corp., and the representative of Kai Nan Investment Co., Ltd., the Company's corporate Director. I do not the Company as stated in Article 27, the Director complies with the specifications of
meet any of the conditions defined in Article 30 of the Company Act. independence in Note 1.
I have over 10 years of working experience and professional business management, commercial law, and accounting
Apart from Notes 1(2), (3), and (12), is the Director of the Company, one of the top
expertise; I graduated with a Ph.D. from the University of San Francisco; I held the position as a lecturer at the
Teng, Wen-Hwi Delegate of National Taipei University of Education, and have extensive working experience in business management; currently, ten natural person shareholder of the Company, and the representative of the corporate 0
Canking Investment Co., Ltd. shareholder of the Company as stated in Article 27, the Director complies with the
I am the Chairman of Canking Investment Co., Ltd., and am the representative of Canking Investment Co., Ltd., the specifications of independence in Note 1.
Company's corporate Director. I do not meet any of the conditions defined in Article 30 of the Company Act.
I have over five years of working experience and professional business expertise; I graduated from the Department of
International Business of Soochow University. I have extensive working experience in business. Currently, I am the
Apart from Notes 1(2) and (12), is the Director of the Company and the representative of the
Lee, Chi-Ming Delegate of Hui Vice Chairman of Hui Tung Enterprise Corp., Director of Hui Tung Investment Co., Ltd., Director of HHB Geriatric corporate shareholder of the Company as stated in Article 27, the Director complies with the 0
Tung Investment Co., Ltd. Healthcare Corp., and Director of Japan Asia Specialities Co., Ltd., and am the representative of Hui Tung Investment specifications of independence in Note 1.
Co., Ltd., the Company's corporate Director. I do not meet any of the conditions defined in Article 30 of the Company
Act.
I have over five years of working experience and professional accounting expertise; I graduated from BBA in
Business Administration, Soochow University and have extensive working experience in accounting; I held the Apart from Notes 1(2) and (12), is the Director of the Company and the representative of the
Chang, Ming-Chen Delegate of position as the Accounting Manager of Leg Horn Investment Co., Ltd.; currently, I am the Director of President corporate shareholder of the Company as stated in Article 27, the Director complies with the 0
Leg Horn Investment Co., Ltd.
Securities Corporation, and am the representative of Leg Horn Investment Co., Ltd., the Company's corporate specifications of independence in Note 1.
Director.Not been a person of any conditions defined in Article 30 of the Company Act.
I have over 20 years of working experience and professional management expertise; I hold a Ph.D. in Law from the
Apart from Notes 1(2) and (12), is the Director of the Company and the representative of the
Lee, Yee-Ching Delegate of Ta University of Berkeley. Currently, I serve as the Chairman of Ta Le Investment Holding Co., Ltd., and I am also the corporate shareholder of the Company as stated in Article 27, the Director complies with the 0
Le Investment Holding Co., Ltd. representative of Ta Le Investment Holding Co., Ltd., the Company's corporate Director. I do not meet any of the specifications of independence in Note 1.
conditions defined in Article 30 of the Company Act.
I have over five years of working experience and professional financial, accounting, and business expertise; I
graduated from Ming Chuan University. I possess extensive working experience in financial, accounting, and
Apart from Notes 1(2) and (12), is the Director of the Company and the representative of the
Lee, Shu-Fen Delegate of China business; I held positions as the Accounting Deputy Manager of Eternal Materials Co., Auditing Manager of Eternal corporate shareholder of the Company as stated in Article 27, the Director complies with the 0
F.R.P Corp. Materials Co., Ltd., and Director of President Securities Corporation. Currently, I am the Consultant of China F.R.P. specifications of independence in Note 1.
Corporation, and am the representative of China F.R.P Corp, the Company's corporate Director. I do not meet any of
the conditions defined in Article 30 of the Company Act.
I have over five years of working experience, and have professional business management expertise; I graduated
with a Master of Business Administration at the University of Dallas, and possess extensive working experience in
Apart from Notes 1(2) and (3), is the Director of the Company, one of the top ten natural
Duh, Bor-Tsang business management; I held positions as the Director of Shin Lin Investment Inc., Morioka Investment Inc., and person shareholder of the Company, the Director complies with the specifications of 0
Lillian Investment Co., Ltd. Currently, I am the Chairman of Shun Fu Tai Industrial Co., Ltd. and Yao-Jun Technology
independence in Note 1.
Inc., as well as the Director of My-Semi Inc., Midori Inc., and NANTEX Industry Co., Ltd., and the Director of the
Company. I do not meet any of the conditions defined in Article 30 of the Company Act.
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----- Start of picture text -----
Number of Other
Criteria Public Companies in
Which the Individual
Professional Qualification Requirements and Work Experience Independence Disclosure
is Concurrently
Name Serving as an
Independent Director
I have over five years of working experience, and have professional business management expertise; I graduated from
The University of California Irvine Paul Merage School of Business with an MBA, and possess extensive working
Lee, Tzong-Shiun experience in business management; I held positions as a supervisor in Grown Field Co., Ltd. and the Director of Teh Apart from Notes 1(2) is the Director of the Company, the Director complies with the specifications of independence in Note 1. 0
Long Warehousing & Stevedoring Co., Ltd. Currently, I am the Chairman of Fu Huey Inc., and the Director of the
Company. I do not meet any of the conditions defined in Article 30 of the Company Act.
I have over five years of working experience and professional financial expertise; I graduated from Golden Gate
University in Finance with an MBA, and possesses extensive working experience in finance; I held positions as the
Juang, Jing-Yau Chief of Finance at Tainan Spinning Co., Ltd., and the Director of NANTEX Industry Co., Ltd. and Nan Fan Housing Apart from Notes 1(2) is the Director of the Company, the Director complies with the specifications of independence in Note 1. 0
Co., Ltd. Currently, I am the Director and President of T.S. Retail and Distribution Co., and the Director of the
Company. I do not meet any of the conditions defined in Article 30 of the Company Act.
1. The Director, its spouse, or its relatives within the second degree of kinship not being a
I have over five years of working experience and professional financial and economics, as well as accounting Director, supervisor, or employee of the Company or its affiliates.
expertise; I graduated from the George Washington University with an MBA, and possess extensive working 2. Th Director, its spouse, or its relatives within (or under other's names) the second degree
experience in financial practices; I held positions as the Vice President of Hua Nan Investment Trust and Vice of kinship has no shareholding in the Company.
Liang, Yann-Ping President of Polaris Securities Investment Trust; currently, I am the Associate Professor of Department of Finance 3. Not being a director, supervisor, or employee of any company with particular relationships 0
at Shih Hsin University, Independent Director of President Securities Corporation, and a member of the Audit with the Company.
Committee, Remuneration Committee, and Risk Management Committee. I do not meet any of the conditions defined 4. The compensation received from providing business, legal, financial, and accounting
in Article 30 of the Company Act. services to the Company or its affiliates for the past two years was NT$0.
5. According to the above, I complied with the independence criteria.
I graduated from the Institute of Economics at National Taiwan University and hold a Ph.D. in Law from the Chinese 1. The Director, its spouse, or its relatives within the second degree of kinship not being a
Culture University; I have provided services in public and private enterprises for over 40 years and hold teaching Director, supervisor, or employee of the Company or its affiliates.
position at National Taiwan University, National Taiwan Normal University, Soochow University, and Fu Jen 2. Th Director, its spouse, or its relatives within (or under other's names) the second degree
University for teaching financial and economic courses. Currently, I am the Vice Chairman of China Petrochemical of kinship has no shareholding in the Company.
Pai, Chun-Nan Development Corporation, Chairman of The Bo-Meng Investment Co., Ltd. and the Independent Director of 3. Not being a director, supervisor, or employee of any company with particular relationships 2
Megaforce Company Ltd., as well as a member of the Audit Committee and convenor Remuneration Committee with the Company.
of Megaforce Company Ltd. I am the Company's Independent Director and a member of the Audit Committee, 4. No compensation received from providing business, legal, financial, and accounting
Remuneration Committee, and Risk Management Committee (also the convenor). I do not meet any of the conditions services to the Company or its affiliates for the past two years.
defined in Article 30 of the Company Act. 5. According to the above, I complied with the independence criteria.
1. The Director, its spouse, or its relatives within the second degree of kinship not being a
I have over 30 years of working experience and professional business management, business, legal, and accounting Director, supervisor, or employee of the Company or its affiliates.
expertise; I graduated from The University of Iowa; after graduating with MBA, I held management positions in 2. Th Director, its spouse, or its relatives within (or under other's names) the second degree
major investment banks or foreign-invested banks worldwide, such as holding positions as Vice President, Managing of kinship has no shareholding in the Company.
Song, Yung-Fong Director, and Executive Director at BNP Paribas Taiwan, Goldman Sachs (Asia), SG Warburg Securities Ltd. Taiwan, 3. Not being a director, supervisor, or employee of any company with particular relationships 0
Deutsche Bank Taiwan, ABN AMRO Bank (Taipei Branch), and CIMB Securities, Taiwan, and became the CIO with the Company.
and Executive Vice President of Chunghwa Telecom Co., Ltd. in 2017. Currently, I am the Company's Independent 4. The compensation received from providing business, legal, financial, and accounting
Director and a member of the Audit Committee, Remuneration Committee, and Risk Management Committee. I do services to the Company or its affiliates for the past two years was not more than half a
not meet any of the conditions defined in Article 30 of the Company Act. million.
5. According to the above, I complied with the independence criteria.
1. The Director, its spouse, or its relatives within the second degree of kinship not being a
Director, supervisor, or employee of the Company or its affiliates.
I have over five years of working experience in finance and accounting; I graduated from the Department of 2. Th Director, its spouse, or its relatives within (or under other's names) the second degree
Economics, Soochow University; currently, I am the Independent Director of Himax Technologies, Inc.; I held of kinship has no shareholding in the Company.
Horng, Yuan-Chuan positions as the Vice President of Finance Division of China Steel Corporation and Chairman of Gains Investment 3. Not being a director, supervisor, or employee of any company with particular relationships 1
Corp.; I am the Company's Independent Director, and a member of the Audit Committee, Remuneration Committee, with the Company.
and Risk Management Committee. I do not meet any of the conditions defined in Article 30 of the Company Act. 4. Not provided business, financial, and accounting services to the Company or its affiliates
for the past two years. The compensation was NT$0.
5. According to the above, I complied with the independence criteria.
----- End of picture text -----
Note1: The independence criteria are as follows:
-
Not an employee of the Company or any of its affiliates.
-
Not a director or supervisor of the Company or any of its affiliates. (However, if the independent directors engaged concurrently by the Company, its parent company, and its subsidiary or a subsidiary under the same parent company in accordance with this Act or local laws and regulations, this requirement shall not apply).
-
Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.
-
Not a manager of the 1st subparagraph, or a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of the persons 2nd and 3rd subparagraphs above.
-
Not a director, supervisor, or employee of a corporate shareholder who directly holds more than 5% of the Company’s total issued shares, who is among the top five shareholders, or who designates his or her representative to serve as a director or supervisor of the Company in accordance with Paragraph 1 or 2, Article 27 of the Company Act; (however, if the independent directors engaged concurrently by the Company, its parent company, and its subsidiary or a subsidiary under the same parent company in accordance with this Act or local laws and regulations, this requirement shall not apply).
-
Not a director, supervisor, or employee of another company where a majority of the Company’s director seats or voting shares and those of another company are controlled by the same person; (however, if the independent directors engaged concurrently by the Company, its parent company, and its subsidiary or a subsidiary under the same parent company in accordance with this Act or local laws and regulations, this requirement shall not apply.)
-
Not a director (or a managing director), supervisor, or employee of another company or institution where the Chairman, the President, or person holding an equivalent position of the Company and a person in an equivalent position at another company or institution are the same person or spouses; (however, if the independent directors engaged concurrently by the Company, its parent company, and its subsidiary or a subsidiary under the same parent company in accordance with this Act or local laws and regulations, this requirement shall not apply.)
-
Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a financial or business relationship with the Company.(However, if a specific company or institution holds more than 20% and no more than 50% of the total issued shares of the Company and if the independent directors engaged concurrently by the Company, its parent company, and its subsidiary or a subsidiary under the same parent company in accordance with this Act or local laws and regulations, this requirement shall not apply.)
-
Not a professional individual, or a spouse, who is an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides auditing services, commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, the cumulative amount of payments obtained in the past two years has not exceeded NT$ 500,000. These restrictions do not apply to people whose duties are performed in accordance with the Securities and Exchange Act and the Business Mergers And Acquisitions Act or members of the Tender Offer Review Committee or the M&A Special Committee.
-
Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.
-
Not been a person of any conditions defined in Article 30 of the Company Act.
-
Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.
(2) Diversity and independence of the Boardof the Board:
Diversity of the Board:
Abiding by article 10 of our Principles for Corporate Governance, in respect of the Company’s business development needs and shareholders’ shareholding and practical operational needs, the candidates who possess diverse professional backgrounds in finance, accounting, business administration, law, and investment, as well as rich industry experience in securities and futures, mutual funds, food, retail, trade, warehousing, technology, chemicals, optoelectronics are selected.
Currently, there are 19 Directors in the Company, including 4 Independent Directors accounting for 21% of total Directors, there’s 3 with a term of 4-6 years, and 1 with a term of 7-9 years, conforming the target of percentage and terms of years (within 3 terms). The Company also emphasize the gender equality among Directors. The target regarding percentage of female Director is 30% or above. In the current term, there are 8 female Directors, including 1 Independent Director, stand for 42% of total board membership.
==> picture [746 x 161] intentionally omitted <==
----- Start of picture text -----
Age Comprehensive Abilities
Professional 1. 2. 3. 4. 5. 6. 7. 8. 9.
Name Gender Below More Background Diverse Industry Experi- Operational Accoutning Operating Crisis Industrial International Leadership Decision- Risk
30~49 (Educational & ence Judgement & Financial Management Management Knowledge Points of View making Management
30 than 50
Experience) Analysis Ability Konwledge &
Ability
Lin, Kuan-Chen M ✓ Sports, Investment Commodities, Securities and Futures ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Liu, Tsung-Yi M ✓ Financial FMCG, Mergers and ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Management Acquisitions
Chen, Kuo-Hui M ✓ Business Food, Investment ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Administration Development
Hsieh Hung, Hui-Tzu F ✓ Business Retail, Biological ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Administration Technology
Lu, Li-An F ✓ Economic, Financial Food, Pharmaceutical, ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Management Securities
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----- Start of picture text -----
Age Comprehensive Abilities
Professional 1. 2. 3. 4. 5. 6. 7. 8. 9.
Name Gender Below More Background Diverse Industry Experi- Operational Accoutning Operating Crisis Industrial International Leadership Decision- Risk
30~49 (Educational & ence Judgement & Financial Management Management Knowledge Points of View making Management
30 than 50
Experience) Analysis Ability Konwledge &
Ability
Chen, Ching-Yi F ✓ Economic, Finance Venture Capital, Electronic Technology, Food ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Chen, Yi-Ling F ✓ Accounting, Food ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Management
Teng, Wen-Hwi F ✓ Education, University Faculty, ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Investment Investment
Lee, Chi-Ming M ✓ International Trade Wholesale, Trade, ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Construction, Investment
Chang, Ming-Chen F ✓ Accounting, Investment ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Management
President of Investment
Lee, Yee-Ching M ✓ Ph.D. in Law ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Trust
Financial
Lee, Shu-Fen F ✓ Management Material Industry ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
International Business Wholesale & Retail,
Duh, Bor-Tsang M ✓ Administration Technical, Chemical ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Industry, Investment
Lee, Tzong-Shiun M ✓ Business Trade, Transportation, ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Administration Storage
Business Securities and Finance,
Juang, Jing-Yau M ✓ Administration Textile, Department Store, ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Technical
Financial University Faculty,
Liang, Yann-Ping F ✓ Investment Trust, ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Management Communication Media
University Faculty,
Pai, Chun-Nan M ✓ Law Petrochemical, Wholesale, ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Food, Investment
Business Telecommunications,
Song, Yung-Fong M ✓ Administration, Investment Banking, ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Investment Securities
Horng, Yuan-Chuan M ✓ Economic, Finance Steel, ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Photoelectric, Investment
----- End of picture text -----
Independence of the Board:
The Company has set up four independent directors, representing 21% of total directors. Independent Directors often raise constructive questions, express opinions independent of the operating team or other Directors in the Board and various committees under the Board, and request supplementary information from the operating team for explanation.
The education and experience of all directors of the Company are disclosed on the Company’s website and the annual report of the shareholders’ meeting (see Chapter III for details). The relationships among the directors are also disclosed in the annual report of the shareholders’ meeting, where there is no spousal relationship or family relationship within the second degree of kinship, which complies with the requirements of paragraphs 3 and 4, Article 26-3 of the Securities and Exchange Act.
B. Information regarding directors, supervisors, management team and branch manager
April 2, 2023
==> picture [817 x 483] intentionally omitted <==
----- Start of picture text -----
Current Spouse & Minor Shareholding Managers who are Spouses or The status
by Nominee of obtaining
Nationality/ Shareholding Shareholding Within Two Degrees of Kinship
Title Country of Name Gender Date Elected Arrangement Experience (Education) Other Position employee
stock option
Origin Shares % Shares % Shares % Title Name Relation certificates
by Managers
1. Director of President Futures Corp.
2. Director of President Securities (HK) Ltd.
1. Vice President of President Securities 3. Director of President Securities (Nominee)
President Republic Of China Tsai, Sen-Bu M 2018.06.29 332,307 0.02 0 0 0 0 2. Senior Deputy Manager of China Corporation 4. Director of President Wealth Management Ltd. NA NA NA NA
Bills Finance Corp. (HK) Ltd.
5. Director of Jin Yuan President Securities
Ltd.
Proprietary 1. Vice President of President Securities
Trading Department Executive Vice Republic Of China Yang , Kai-Chih M 2018.08.29 144,717 0 0 0 0 0 2. Assistant Vice President of President Corporation Director of President Futures Corp. NA NA NA NA
President Securities Corporation
1. Director of President Securities (HK) Ltd.
1. Assistant Vice President of 2. Director of President Securities (Nominee)
MasterLink Securities Corp. Ltd.
Finance Department Vice President Republic Of China An, Chi-Li F 2004.06.30 165,738 0 0 0 0 0 2. SVP of Ta Chong Bank LTD.3. Head of Treasury of Barclays Bank 3. Director of President Wealth Management (HK) Ltd. NA NA NA NA
PLC 4. Supervisor of President Insurance Agency
Co., Ltd
4. Treasurer of Societe Generale
5. Chief supervisor of Jin Yuan President
Securities Ltd.
Quantitative 1. Vice President of Oriental Securities
Trading Department Vice Republic Of China Huang, Jung-Jen M 2009.03.26 113,883 0 0 0 0 0 2. Assistant Vice President of Corporation. N/A NA NA NA NA
President MasterLink Securities Corporation.
1. Professional Vice President of
Financial Product Department Vice President Republic Of China Pu, Chien-Heng M 2019.03.22 0 0 0 0 0 0 2. Assistant Manager of Capital President Securities Corporation N/A NA NA NA NA
Securities Corporation.
1. Vice President of Taishin Securities
Capital Market Department Vice President Republic Of China Wei, Chih-Hsu M 2020.11.10 0 0 0 0 0 0 2. Sales Assistant Vice President of Corporation. Director of Fortune Industries Inc. NA NA NA NA
Taiwan Securities Corporation.
1. Senior Assistant Vice President of
Fixed Income Department Vice President Republic Of China Yeh, Ming-Chieh M 2020.12.24 0 0 0 0 0 0 2. Assistant Vice President of President President Securities Corporation N/A NA NA NA NA
Securities Corporation
Shareholder 1. Assistant Vice President of President
Services Department Sales Republic Of China Chueh, Chih-Chung M 2021.04.01 88,989 0 0 0 0 0 2. Senior Vice President of Capital Securities Corporation N/A NA NA NA NA
Vice President Securities Corporation.
20
----- End of picture text -----
==> picture [817 x 524] intentionally omitted <==
----- Start of picture text -----
Current Spouse & Minor Shareholding Managers who are Spouses or The status
by Nominee of obtaining
Nationality/ Shareholding Shareholding Within Two Degrees of Kinship
Title Country of Name Gender Date Elected Arrangement Experience (Education) Other Position employee
stock option
Origin Shares % Shares % Shares % Title Name Relation certificates
by Managers
1. Senior Manager of President
Auditing Office Chief Auditor Republic Of China Hsu, Wen-Ling F 2023.02.23 22,120 0 0 0 0 0 2. Manager of President Securities Securities Corporation N/A NA NA NA NA
Corporation
Administration 1. Assistant Vice President of President
Department Senior Assistant Vice Republic Of China Yu, Hung-Chieh M 2018.07.01 4,872 0 0 0 0 0 2. Special Assistant of President Securities Corporation Director of President Insurance Agency Co., Ltd. NA NA NA NA
President Securities Corporation
Information 1. Assistant Vice President of President
System Department Senior Assistant Vice Republic Of China Lin, Jung-Hui M 2020.07.01 89 0 0 0 0 0 2. Senior Manager of President Securities Corporation Director of President Futures Corp. NA NA NA NA
President Securities Corporation
Quantitative 1. Assistant Vice President of President
Trading Department Senior Assistant Republic Of China Lee, Chien-Hsin M 2022.02.01 0 0 0 0 0 0 2. Senior Manager of President Securities Corporation N/A NA NA NA NA
Vice President Securities Corporation
Quantitative 1. Assistant Vice President of President
Trading Department Senior Assistant Republic Of China Chien, Pang-Yen M 2022.02.01 0 0 0 0 0 0 2. Professional Assistant Vice President Securities Corporation N/A NA NA NA NA
Vice President of President Securities Corporation
Corporate Client 1. Senior Manager of Far Eastern
Department Senior Assistant Vice Republic Of China Fan,Tsung-En M 2022.12.01 0 0 0 0 0 0 2. Assistant Vice President of KGI International Bank N/A NA NA NA NA
President Bank
President Office 1. Assistant Vice President of President
Corporate Governance Senior Assistant Vice Republic Of China Chen, Nai-Chen F 2023.04.01 404 0 0 0 0 0 2. Senior Manager of President Securities Corporation Director (Representative of President Securities) of HuaVI Venture Capital Co.,Ltd NA NA NA NA
President Securities Corporation
1. Manager, Deputy Manager of
Compliance Division Assistant Vice President Republic Of China Hung, Ying-Che M 2008.03.19 57,970 0 0 0 0 0 2. Legal Specialist of Sam Shin Trading President Securities Corporation N/A NA NA NA NA
Co. Ltd.
Finance 1. Senior Manager of President
Department Assistant Vice Republic Of China Su, Wei-Lun M 2016.06.20 0 0 0 0 0 0 2. Manager of President Securities Securities Corporation N/A NA NA NA NA
President Corporation
Financial Product 1. Senior Manager of President
Department Assistant Vice Republic Of China Chang, Chung-Lin M 2016.08.01 43,925 0 0 0 0 0 2. Manager of President Securities Securities Corporation Director of Shan Ben Engineering Co., Ltd. NA NA NA NA
President Corporation
Shareholder 1. Senior Manager of President
Services Department Assistant Vice Republic Of China Chang,Shao-Ping M 2016.09.01 829 0 0 0 0 0 2. Manager of President Securities Securities Corporation N/A NA NA NA NA
President Corporation
21
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==> picture [817 x 486] intentionally omitted <==
----- Start of picture text -----
Current Spouse & Minor Shareholding Managers who are Spouses or The status
by Nominee of obtaining
Nationality/ Shareholding Shareholding Within Two Degrees of Kinship
Title Country of Name Gender Date Elected Arrangement Experience (Education) Other Position employee
stock option
Origin Shares % Shares % Shares % Title Name Relation certificates
by Managers
Settlement
& Clearing 1. Assistant Vice President of President
Department Republic Of China Wu, Sheng-Yu M 2019.06.18 17,080 0 0 0 0 0 Futures Corp. N/A NA NA NA NA
Assistant Vice 2. Manager of President Futures Corp.
President
Capital Market 1. Senior Manager of President
Department Republic Of Chen, Chia- M 2019.07.01 0 0 0 0 0 0 Securities Corporation N/A NA NA NA NA
Assistant Vice China Chang 2. Manager of President Securities
President Corporation
Capital Market 1. Senior Manager of President
Department Republic Of Chiang, Chang- M 2020.04.10 0 0 0 0 0 0 Securities Corporation N/A NA NA NA NA
Assistant Vice China Kuen 2. Manager of President Securities
President Corporation
Information 1. Senior Manager of President
System Department Assistant Vice Republic Of China Hu, I-Der M 2020.07.01 123 0 0 0 0 0 2. Manager of President Securities Securities Corporation N/A NA NA NA NA
President Corporation
Capital Market 1. Assistant Vice President of Taishin
Department Assistant Vice Republic Of China Lin, Wei-Hung M 2021.03.04 0 0 0 0 0 0 2. Manager of Mercuries Life Securities Corporation N/A NA NA NA NA
President Insurance
Settlement 1. Senior Manager of President
& Clearing Department Assistant Vice Republic Of China Huang, Chi-Ming M 2021.08.01 0 0 0 0 0 0 2. Manager of President Securities Securities Corporation N/A NA NA NA NA
President Corporation
1. Senior Manager of President
Risk Control Office Assistant Vice President Republic Of China Chang, Ping-Chuan M 2022.07.01 16,007 0 0 0 0 0 2. Manager of President Securities Securities Corporation N/A NA NA NA NA
Corporation
Corporate Client 1. OBU personnel of CTBC Securities
Department Assistant Vice Republic Of China Yu, Yi-Cheng M 2022.12.01 0 0 0 0 0 0 2. Assistant Vice President of KGI Person in charge of JiaShing Electrical and Plumbing store NA NA NA NA
President Bank
1. Development Committee Member
Corporate Client of International Chinese Inheritance
Department Assistant Vice Republic Of China Lee, Yi-Jen F 2023.01.09 0 0 0 0 0 0 Asscociation N/A NA NA NA NA
President 2. Sales Assistant Vice President of
VTEAM Financial Service
General Affairs 1. Senior Manager of President
Department Assistant Vice Republic Of China Chen, Shu-Fen F 2023.04.01 3,120 0 30,000 0 0 0 2. Senior Manager of President Securities Corporation N/A NA NA NA NA
President Insurance Agency Corp.
22
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----- Start of picture text -----
Current Spouse & Minor Shareholding Managers who are Spouses or The status
by Nominee of obtaining
Nationality/ Shareholding Shareholding Within Two Degrees of Kinship
Title Country of Name Gender Date Elected Arrangement Experience (Education) Other Position employee
stock option
Origin Shares % Shares % Shares % Title Name Relation certificates
by Managers
Capital Market 1. Senior Manager of President
Department Assistant Vice Republic Of China Hsu, Hui-Chun F 2023.04.01 0 0 0 0 0 0 2. Sales Assistant Vice President of Securities Corporation N/A NA NA NA NA
President Taishin Securities Corporation
1. Supervisor Vice President of
Brokerage Department Vice President Republic Of China Chang, Hung-Shuo M 2021.05.06 1,490 0 0 0 0 0 2. Assistant Vice President of Hua Nan President Securities Corporation N/A NA NA NA NA
Financial Holdings
1. Assistant Vice President of President
Brokerage Department District Supervisor Republic Of China Lin, Li-Lin F 2014.04.01 6,481 0 0 0 0 0 2. Manager of Dafeng Securities Securities Corporation N/A NA NA NA NA
Corporation
1. Assistant Vice President of Mega
Brokerage Department District Supervisor Republic Of China Chien, Chia-Nan M 2020.03.01 0 0 0 0 0 0 2. Manager of KGI Securities Securities Corporation N/A NA NA NA NA
Corporation
1. Branch Assistant Vice President of
Brokerage Department Vice District Supervisor Republic Of China Chou, Da-Kuang M 2022.01.01 0 0 0 0 0 0 2. Deputy Manager of Concords President Securities Corporation N/A NA NA NA NA
Securities Corporation
Global
Institutional 1. Assistant Vice President of Jih Sun
Service Republic Of Wang Shi- M 2021.10.01 0 0 0 0 0 0 Securities Corporation N/A NA NA NA NA
Department Senior China Cheng 2. Assistant Vice President of President
Assistant Vice Securities Corporation
President
Brokerage 1. Sales Manager President of Cathay
Department Debit Center Assistant Republic Of China Chu, Chen-Pu M 2020.07.01 0 0 0 0 0 0 2. Specialist of Fubon Securities Securities Corp. N/A NA NA NA NA
Vice President Corporation
Brokerage
Department 1. Assistant Vice President of O-Bank
Digital Business Department Republic Of China Wei, Lien F 2022.04.11 0 0 0 0 0 0 2. Senior Vice President of Anue N/A NA NA NA NA
Assistant Vice Investment Advisors Co., Ltd.
President
Brokerage
Department
Product 1. Senior Manager of Taishin
Origination and Management Republic Of China Chen, Yu-Heng M 2022.05.16 0 0 0 0 0 0 2. Assistant Vice President of EnTie International Bank N/A NA NA NA NA
Division Commercial Bank
Assistant Vice
President
Brokerage Depart- 1. Manager of President Securities
ment Digital Fi-nance Department Assistant Vice Republic Of China Liu, Chun-Liang M 2023.04.01 0 0 0 0 0 0 2. Manager of SinoPac Securities Corporation N/A NA NA NA NA
President Corporation
23
----- End of picture text -----
==> picture [810 x 518] intentionally omitted <==
----- Start of picture text -----
Current Spouse & Minor Shareholding Managers who are Spouses or The status
by Nominee of obtaining
Nationality/ Shareholding Shareholding Within Two Degrees of Kinship
Title Country of Name Gender Date Elected Arrangement Experience (Education) Other Position employee
stock option
Origin Shares % Shares % Shares % Title Name Relation certificates
by Managers
Wealth 1. Assistant Manager of President
Management and Trust Department Republic Of China Kao, Hsiu-Lin F 2022.06.01 1,788 0 0 0 0 0 2. Project Assistant Manager of Securities Corporation N/A NA NA NA NA
Deputy Manager President Securities Corporation
1. District Assistant Vice President of
Tunghsing Equity Department Manager Republic Of China Chiu, Shyh-Tyng M 2022.01.01 236,302 0 0 0 0 0 2. Assistant Vice President of President President Securities Corporation. N/A NA NA NA NA
Securities Corporation
Tunghsing Equity 1. Project Assistant Vice President of
Department Business Section 1 Republic Of China Kao, Jung M 2022.01.01 29 0 0 0 0 0 2. Branch Assistant Vice President of President Securities Corporation N/A NA NA NA NA
Manager President Securities Corporation
1. Manager of President Securities
Tunghsing Equity Department Manager Republic Of China Tsai, Shu-Mei F 2016.04.01 12 0 0 0 0 0 2. Senior Deputy Manager of President Corporation N/A NA NA NA NA
Securities Corporation
1. Assistant Vice President of KGI
Kaohsiung Branch Republic Of Wu, Huan- M 2013.04.01 0 0 0 0 0 0 Securities Corporation. N/A NA N/A NA NA
Manager China Chung 2. Manager of Taiwan Securities
Corporation.
1. Vice President of Jih Sun Securities
Dunnan Branch Republic Of Chiang Chen M 2022.01.01 0 0 0 0 0 0 Corporation. N/A NA NA NA NA
Manager China -Hsiung 2. Senior Manager of Taishin
International Bank
1. Manager of President Securities
Zhongli Branch Republic Of Chiang, Tsong- M 2007.12.19 0 0 0 0 0 0 Corporation N/A NA NA NA NA
Manager China Shyan 2. Manager of Kurn Bern Machinery
Company
1. Sales Vice President of MEGA
Chengzhong Republic Of Cheng,Chih- M 2022.05.06 0 0 0 0 0 0 Securities N/A NA NA NA NA
Branch Manager China Ming 2. Senior Vice President of SinoPac
Securities Corporation.
1. Deputy Manager of President
Chengzhong Branch Manager Republic Of China Chao, Cheng M 2019.11.06 0 0 0 0 0 0 2. Deputy Manager of Concords Securities Corporation N/A NA NA NA NA
Securities Corporation.
1. Deputy Manager of President
Tainan Branch Manager Republic Of China Hsieh,Chia-Hsi M 2019.01.01 9,000 0 0 0 0 0 2. Sales Assistant Manager of President Securities Corporation N/A NA NA NA NA
Securities Corporation
1. Senior Manager of MasterLink
Taichung Branch Manager Republic Of China Hsu, Jui-Ming M 2022.07.01 0 0 0 0 0 0 2. Sales Assistant Vice President of Securities Corp. N/A NA NA NA NA
KGI Securities
----- End of picture text -----
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----- Start of picture text -----
Current Spouse & Minor Shareholding Managers who are Spouses or The status
by Nominee of obtaining
Nationality/ Shareholding Shareholding Within Two Degrees of Kinship
Title Country of Name Gender Date Elected Arrangement Experience (Education) Other Position employee
stock option
Origin Shares % Shares % Shares % Title Name Relation certificates
by Managers
1. Branch Assistant Vice President of
Hsinchu Branch Manager Republic Of China Lee, Chin-Yi M 2014.09.01 0 0 0 0 0 0 2. Manager of President Securities President Securities Corporation N/A NA NA NA NA
Corporation
1. Project Manager of President
Chiayi Branch Manager Republic Of China Huang Hsiang-En M 2022.04.01 1,284 0 0 0 0 0 2. Manager of President Securities Securities Corporation N/A NA NA NA NA
Corporation
1. Deputy Manager of President
Pingtung Branch Manager Republic Of China Chen,Chia-Yu M 2022.07.01 0 0 0 0 0 0 Securities Corporation N/A NA NA NA NA
2. Deputy Manager of KGI Securities
1. Senior Deputy Manager of President
Keelung Branch Republic Of Hung, Chien- F 2022.01.01 0 0 0 0 0 0 Securities Corporation N/A NA NA NA NA
Manager China Han 2. Deputy Manager of President
Securities Corporation
1. Vice Manager of Mega Securities
Yonghe Branch Manager Republic Of China Wu, Han-Chang M 2021.01.01 0 0 0 0 0 0 2. Manager of KGI Securities Corporation. N/A NA NA NA NA
Corporation.
1. Sales Manager of President Securities
Xin Taichung Branch Manager Republic Of China Chung, Hui-Ju F 2022.01.01 0 0 0 0 0 0 2. Sales Deputy Manager of President Corporation N/A NA NA NA NA
Securities Corporation
1. Senior Manager of Taishin
Hsinying Branch Republic Of Chou, Kuo- M 2022.05.06 0 0 0 0 0 0 International Bank N/A NA NA NA NA
Manager China Hsiang
2. Manager of DBS Bank
1. Manager of Yuanta core pacific
Changhua Branch Manager Republic Of China Yu, Fu-Tsun M 2018.01.01 0 0 0 0 0 0 2. Sales of Yuanta Securities Securities Corporation. N/A NA NA NA NA
Corporation.
1. Assistant Vice President of Hua Nan
Taoyuan Branch Manager Republic Of China Chiu, Ming-Kai M 2023.04.01 0 0 0 0 0 0 2. Manager of President Securities Securities N/A NA NA NA NA
Corporation
1. Sales Assistant Vice President of
Yuanlin Branch Republic Of Chiang, Shih- F 2022.11.03 0 0 0 0 0 0 KGI Securities N/A NA NA NA NA
Manager China Fang 2. Senior Deputy Manager of Cathay
United Bank
1. Manager of Concord Securities
Sanchung Branch Republic Of Chang, Shih- M 2019.01.01 0 0 0 0 0 0 Corporation N/A NA NA NA NA
Manager China Min 2. Sales Manager of President Securities
Corporation
1. Deputy Manager of Yuanta Securities
Shilin Branch Manager Republic Of China Hsu, Fu-Chiang M 2014.10.01 0 0 0 0 0 0 2. Senior Deputy Manager of KGI Corporation. N/A NA NA NA NA
Securities
25
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----- Start of picture text -----
Current Spouse & Minor Shareholding Managers who are Spouses or The status
by Nominee of obtaining
Nationality/ Shareholding Shareholding Within Two Degrees of Kinship
Title Country of Name Gender Date Elected Arrangement Experience (Education) Other Position employee
stock option
Origin Shares % Shares % Shares % Title Name Relation certificates
by Managers
1. Assistant Vice President of Standard
Shilin Branch Business Section 2 Manager Republic Of China Chang, Chia-Ming M 2022.06.01 8,000 0 6,000 0 0 0 2. Assistant Vice President of DBS Chartered Bank N/A NA NA NA NA
Bank
1. Manager of KGI Securities
Panchiao Branch Manager Republic Of China Lo, Shih-Hong M 2019.04.01 0 0 0 0 0 0 2. Manager of Capital Securities Corporation. N/A NA NA NA NA
Corporation.
1. Sales Assistant Vice President of
Sanduo Branch Manager Republic Of China Tai, Hung-Da M 2022.04.01 0 0 0 0 0 0 2. Senior Deputy Manager of President KGI Securities Corporation. N/A NA NA NA NA
Securities Corporation
1. Manager of President Securities
Szichih Branch Manager Republic Of China Lin, Yu-Ju F 2022.01.01 0 0 0 0 0 0 2. Senior Deputy Manager of KGI Corporation N/A NA NA NA NA
Securities Corporation.
1. Manager of KGI Securities
Ilan Branch Republic Of Chiang, Jen- F 2014.12.01 0 0 0 0 0 0 Corporation. N/A NA NA NA NA
Manager China Chu 2. Manager of Capital Securities
Corporation.
1. Senior Assistant Vice President of Jih
Nanjing Branch Republic Of Chou, Da- M 2019.11.06 0 0 0 0 0 0 Sun Securities Corporation. N/A NA NA NA NA
Manager China Kuang 2. Vice President of Pacific Securities
Corporation.
1. Manager of Gowin Building
Kinmen Branch Manager Republic Of China Kang, Wen-Chieh M 2022.05.06 0 0 0 0 0 0 Management and Maintenance Co., Ltd. N/A NA NA NA NA
2. Acting Manager of Capital Securities
1. Manager of President Securities
Tucheng Branch Republic Of Kao, Ming- M 2020.09.01 0 0 0 0 0 0 Corporation N/A NA NA NA NA
Manager China Chou 2. Manager of KGI Securities
Corporation.
1. Project Manager of President
Songjiang Branch Manager Republic Of China Hsh, Hua-Show F 2022.01.01 0 0 0 0 0 0 2. Senior Deputy Manager of President Securities Corporation N/A NA NA NA NA
Securities Corporation
1. Manager of President Securities
Neihu Branch Republic Of Tseng, Chien- M 2020.06.19 0 0 0 0 0 0 Corporation N/A NA NA NA NA
Manager China Ming 2. Professional Deputy Manager of
Bank Sinopac Corporation..
1. Senior Deputy Manager of KGI
Renai Branch Republic Of Wu, Yueh- M 2023.04.01 0 0 0 0 0 0 Securities N/A NA NA NA NA
Manager China Chung 2. Manager of Yuanta Commercial
Bank
26
----- End of picture text -----
| Title | Nationality/ Country of |
Name | Gender | Date Elected | Current Shareholding |
Current Shareholding |
Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Position | Managers who are Spouses or Within Two Degrees of Kinship |
Managers who are Spouses or Within Two Degrees of Kinship |
Managers who are Spouses or Within Two Degrees of Kinship |
The status of obtaining employee stock option certificates by Managers |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Origin |
Shares | % | Shares | % | Shares | % | Title | Name | Relation | |||||||
| Pingzhen Branch Manager Republic Of China Li, Shu-Jung F 2015.10.26 |
0 0 0 0 0 0 1. Manager of Standard Chartered Bank 2. Teller of Standard Chartered Bank N/A |
NA NA NA NA |
||||||||||||||
| Zhunan Branch Manager Republic Of China Su,Yung-Sheng M 2016.04.01 |
13,368 0 0 0 0 0 1. Deputy Manager of Jih Sun Securities Corporation. 2. Sales Assistant Manager of Polaris Securities Corporation. N/A |
NA NA NA NA |
||||||||||||||
| Offshore Securities Unit Branch Manager Republic Of China Chang, Hung- Shuo M 2020.11.10 |
1,490 0 0 0 0 0 1. Supervisor Vice President of President Securities Corporation 2. Assistant Vice President of Hua Nan Financial Holdings N/A |
NA NA NA NA |
Note: The percentages of shares are calculated based on PSC’s capital: 1,455,831,343 shares
C. Remuneration of Directors, Supervisors, President, Vice Presidents, and Chief Auditor
1. Remuneration of Directors
1.1 Remuneration of Directors (disclosing the name of each individual )
Unit: NT$ thousands
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Remuneration Relevant Remuneration Received by Directors Who are Also Employees
Total Remuneration Total Compensation Compensation
(A+B+C+D) and (A+B+C+D+E+F+G) Paid to Directors
Base Severance Pay Bonus to Ratio of Net Income Salary, Severance Pay and Ratio of Net Income from an Invested
Compensation Allowances (D) Bonuses, and Profit Sharing- Employee Bonus (G)
Title Name (A) (B) Directors (C) (%) Allowances (E) (F) (%) Company
Other than the
Company’s
PSC Group
Subsidiary and
PSC Group PSC Group PSC Group PSC Group PSC Group PSC Group PSC Group PSC Group parent company
Cash Stock Cash Stock
Director Kai Nan Investment 19,372 19,372 - - 9,795 9,795 2,003 2,003 31,170/ 31,170/ - - - - - - - - 31,170/ 31,170/ None
Co., Ltd. 4.2736% 4.2736% 4.2736% 4.2736%
Except for the information disclosed above, the remuneration received by the Directors of the Company for providing services for all companies listed in the consolidated statements in the most recent year (such as serving as a non-employee
consultant): 0
27
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Note 1: The following are delegates of Kai Nan Investment Co., Ltd.: Chairman: Lin, Kuan-Chen; Directors: Liu, Tsung-Yi, Chen, Kuo-Hui, Hsieh Hung, Hui-Tzu, Lu, Li-An, Chen, Ching-Yi, Chen, Yi-Ling Note 2: Compensation was calculated as of December 31, 2022; Compensation distribution proposal is based on said earnings.
Note 3: Total remuneration paid to drivers is NT$1.706 million, which was not included in consideration.
1.2 Remuneration of Directors (Independent Directors Included)
Unit: NT$ thousands
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----- Start of picture text -----
Remuneration Total Remuneration Relevant Remuneration Received by Directors Who are Also Employees Total Compensation Compensation Paid to
(A+B+C+D) and (A+B+C+D+E+F+G
Base Severance Pay Bonus to Ratio of Net Income Salary, Severance Pay Profit Sharing- Employee Bonus Exercisable New Restricted +H+I) and Ratio of Directors from
Compensation (B) Directors (C) Allowances (D) (%) Bonuses, and (F) (G) Employee Stock Employee Net Income (%) an Invested
Title Name (A) Allowances (E) Options (H) Shares (I) Company
Other than the
PSC PSC Company’s
PSC Group PSC Group PSC Group PSC Group PSC Group PSC Group PSC Group PSC Group PSC Group PSC Group Subsidiary
Cash Stock Cash Stock and parent
conmpany
Chang, Ming-
Chen
Director Delegate of Leg
Horn Investment
Co.,Ltd.
Lee, Chi-Ming
Director Delegate of Hui
Tung Investment
Co.,Ltd.
Tu, Li-Yang &
Lee, Yee-Ching
Director Delegate of Ta
Le Investment
Holding Co.,
Ltd.
2,681 2,681 - - 9,219 9,219 789 789 1.7397%12,689 1.7397%12,689 - - - - - - - - - - - - 1.7397%12,689 1.7397%12,689 None
Teng, Wen-Hwi
Delegate
Director of Canking
Investment Co.,
Ltd.
Lee, Shu-Fen
Director Delegate of
China F.R.P.
Corp.
Director Duh, Bor-Tsang
Director Juang, Jing-Yau
Director Lee,
Tzong-Shiun
Independent Liang, Yann-
Director Ping
Independent
Independent Director Pai, Chun-NanSong, 5,760 5,760 - - - - 1,055 1,055 0.9343%6,815 0.9343%6,815 - - - - - - - - - - - - 0.9343%6,815 0.9343%6,815 None
Director Yung-Fong
Independent Horng,
Director Yuan-Chuan
1. Description of independent directors’ remuneration payment policy, system, standards, and structure, as well as the relationship between the amount of remuneration and their responsibilities, risks, and time invested: The Company’s policies and standards related to the payment
of remuneration for Independent Directors are based on the Company’s Articles of Incorporation and the degree of an Independent Directors’ contribution to and participation in operations with reference to the standards in the industry.
2. Except for the information disclosed above, the remuneration received by the Directors of the Company for providing services for all companies listed in the consolidated statements in the most recent year (such as serving as a non-employee consultant): 0
3. Director Tu, Li-Yang resigned on July 1st, 2022, and Lee, Yee-Ching was newly appointed on the same day.
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III. Corporate Governance
Range of remuneration for directors
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----- Start of picture text -----
Name of Directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
Range of Remuneration Companies in Companies in
the consolidated the consolidated
The company financial The company financial
statements statements
Delegate of Kai Nan Investment Co., Ltd.: Liu, Tsung-
Yi, Hsieh Hung, Hui-Tzu, Lu, Li-An, Chen, Kuo-Hui,
Chen, Ching-Yi, Chen, Yi-Ling / Delegate of Canking
Investment Co., Ltd.: Teng, Wen-Hwi / Delegate of
Under NT$ 1,000,000 Leg Horn Investment Co., Ltd.: Chang, Ming-Chen / same as left same as left same as left
Delegate of Hui Tung Investment Co., Ltd.: Lee, Chi-
Ming / Delegate of Ta Le Investment Holding Co., Ltd.:
Tu, Li-Yang, Lee, Yee-Ching / Delegate of China F.R.P
Corp: Lee, Shu-Fen
Canking Investment Co., Ltd. / China F.R.P Corp / Ta
Le Investment Holding Co., Ltd. / Leg Horn Investment
Co., Ltd. / Hui Tung Investment Co., Ltd. / Juang, Jing-
NT$1,000,000 ~ NT$2,000,000 same as left same as left same as left
Yau / Duh, Bor-Tsang / Lee, Tzong-Shiun / Liang,
Yann-Ping / Pai, Chun-Nan / Song, Yung-Fong / Horng,
Yuan-Chuan
NT$2,000,000 ~ NT$3,500,000 0 0 0 0
NT$3,500,000 ~ NT$5,000,000 0 0 0 0
NT$5,000,000 ~ NT$10,000,000 Kai Nan Investment Co., Ltd. same as left same as left same as left
NT$10,000,000~ NT$15,000,000 0 0 0 0
Delegate of Kai Nan Investment Co., Ltd.:
NT$15,000,000 ~ NT$30,000,000 same as left same as left same as left
Lin, Kuan-Chen
NT$30,000,000 ~ NT$50,000,000 0 0 0 0
NT$50,000,000 ~ NT$100,000,000 0 0 0 0
Over NT$100,000,000 0 0 0 0
Total 26 26 26 26
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2. Remuneration of the President, Vice Presidents, and Chief Auditor
Unit: NT$ thousands
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Total Number of Whether
Title Name Salary(A) Severance Pay (B) Bonuses and Allowances (C) Compensation (D)Profit Sharing- Employee and ratio of net compensation (A+B+C+D) income (%) stock option certificatesemployee Number of stock unitrestricted other re-invested is received from compensation or not any
businesses than
PSC Group subsidiaries or
PSC Group PSC Group PSC Group PSC Group PSC Group PSC Group
Cash Stock Cash Stock parant company
President Tsai, Sen-Bu
Executive
Vice Yang, Kai-Chih
President
Vice
President An, Chi-Li
Vice
President Huang, Jun-Jen
PresidentVice Pu, Chien-Heng 26,115 26,115 972 972 52,503 52,503 497 0 497 0 10.9803%80,087 10.9803%80,087 0 0 0 0 None
Vice
President Wei, Chih-Hsu
Vice
President Yeh, Ming-Chieh
Vice Chang,
President Hung-Shuo
Chief
Auditor Huang, Sha-Mei
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Note 1: Compensation was calculated as of December 31, 2022; Employee remuneration was estamated based on 2022 estamated statements.
29
President Securities Corporation
Range of remuneration for president and vice president
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----- Start of picture text -----
Name of President and Vice President
Range of Remuneration Companies in the consolidated
The company
financial statements
Under NT$ 1,000,000 0 0
NT$1,000,000 ~ NT$2,000,000 0 0
NT$2,000,000 ~ NT$3,500,000 0 0
NT$3,500,000 ~ NT$5,000,000 Wei, Chih-Hsu, Huang, Sha-Mei same as left
Pu,Chien-Heng, Yeh, Ming-
NT$5,000,000 ~ NT$10,000,000 same as left
Chieh, An, Chi-Li
Yang, Kai-Chih, Huang, Jun-Jen, same as left
NT$10,000,000 ~ NT$15,000,000
Chang, Hung-Shuo
NT$15,000,000 ~ NT$30,000,000 Tsai, Sen-Bu same as left
NT$30,000,000 ~ NT$50,000,000 0 0
NT$50,000,000 ~ NT$100,000,000 0 0
Over NT$100,000,000 0 0
Total 9 9
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- D. Comparison of Remuneration for Directors, Supervisors, President and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Supervisors, President and Vice Presidents
1. Ratio of total remuneration paid to directors, supervisors, president and vice presidents to net income
==> picture [330 x 55] intentionally omitted <==
----- Start of picture text -----
Year To directors (Note) To president and vice presidents (Note)
2021 3.54% 4.98%
2022 6.95% 10.98%
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Note: Ratio of total remuneration to net income (%)
2. The policies, standards, and portfolios for the payment of remuneration:
-
(1) According to Article 23 of the Company's Articles of Incorporation, Directors' emoluments are assessed by reference of the Directors' level of participation and contribution, and decided by Board of Directors according to average industry level. When there is profit in current year, the Company shall appropriate no more than 2% of the amount as compensation to Directors according to Article 23 of the Company's Articles of Incorporation. Independent Directors do not participate in earnings appropriation to Directors. The Company regularly assesses the remuneration of the Directors in accordance with “The Performance Evaluation Measures of the Board of Directors”. The relevant performance appraisal and the reasonableness of remuneration are reviewed by the Remuneration Committee and the Board.
-
(2) The Company has set up various job allowances and bonuses to the Company's managers in accordance with the Company’s remuneration policy to accommodate and reward the employees for their hard work, and such bonuses are also determined based on the Company’s annual operating performance, financial condition, operating condition and individual performance. In addition, if the Company has made a profit for the year, no less than 1.6% of the profit shall be set aside as employee compensation in accordance with Article 23 of the Company's Articles of Incorporation. The performance appraisal results performed by the Company in accordance with the “Personnel Evaluation Measures” are used as a reference for the payment of bonus to the Managers. The performance evaluation items of the Managers include (1) financial indicators (business expansion capability such as revenue achievement rate, net profit after tax achievement rate, market share or market ranking) and (2) non-financial indicators (personnel management ability and improvement of internal process, internal control and risk control capability) and Company core value evaluation. The Company reviews the remuneration system based on actual operation status and relevant laws on a timely basis.
30
2022 Annual Report
III. Corporate Governance
- (3) The remuneration package of the Company shall be determined in accordance with the Remuneration Committee's Articles of Incorporation, including cash remuneration, share options, bonus shares, retirement benefits or termination benefits, various allowances and other practical incentives. The scope of remuneration paid to directors and managers is in line with what is defined in Regulations Governing Information to be Published in Annual Reports of Public Companies.
3. Procedures for determining remuneration:
-
(1) The periodic assessment of the remuneration to Directors and managers are respectively based on the evaluation results performed by the Company’s “The Performance Evaluation Measures of the Board of Directors” and the “Personnel Appraisal Measures” applicable to managers and employees, and the remuneration of the Chairman and President is determined with reference to the general standards of the industry and linked to the Company's operating performance indicators, which will be submitted to the Board for approval.
-
(2) The performance self-assessment results of the Board of Directors, members of the Board and various functional committees for 2022 were all “exceeded standard”.
-
(3) The relevant performance appraisal and reasonableness of remuneration of the Directors and managers of the Company are evaluated and reviewed regularly by the Remuneration Committee and the Board on annual basis. In addition to reviewing the personal performance achievement rate and contribution to the Company, the Company’s overall operating performance, future risks and development trends of the industry as well as the actual operating conditions and relevant laws and regulations will be used as reference to timely review the compensation system. Reasonable remuneration shall be given after taking into account the current corporate governance trends so as to strike a balance between the Company’s sustainable operation and risk management. The actual amount of remuneration paid to Directors and Managers for 2022 is reviewed by the Remuneration Committee and proposed to the Board for approval.
4. The correlation between operating performance and future risks:
-
(1) The review of the remuneration policy, relevant benefit standards and system is based on the Company's overall operating conditions, and the payment standards are approved based on the performance achievement rate and contribution to enhance the effectiveness of the overall organizational team of the Board and the management team. The Company also refers to industry compensation standards to ensure that the remuneration to the Company's management is competitive in the industry so as to retain the best management talent.
-
(2) The performance targets of the Company’s managers are integrated with “risk control or internal control” to ensure that the possible risks within the scope of their duties are managed and avoided. The appraisal is given based on actual performance, and are linked to the relevant human resources and remuneration policies. Key decisions made by the management of the Company are based on a balanced range of risk factors, the performance of which is reflected in the profitability of the Company, and the remuneration of the management is thus relevant to the performance of risk control.
31
President Securities Corporation
E. President’s, senior vice presidents’ and senior managers’ remuneration
Unit: NT$ thousands
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Employee Compensation Employee Ratio of Total
Title Name - in Stock (Fair Market Compensation Total Amount to Net
Value) - in Cash Income(%)
President Tsai, Sen-Bu
Proprietary Trading Department
Yang, Kai-Chih
Executive Vice President
Finance Department Vice President An, Chi-Li
Quantitative Trading Department
Huang, Jung-Jen
Vice President
Financial Product Department Vice
Pu, Chien-Heng
President
Capital Market Department Vice
Wei, Chih-Hsu
President
Fixed Income Department Vice
Yeh, Ming-Chieh
President
Shareholder Sevices Department
Chueh, Chih-Chung
Sales Vice President
Auditing Office Chief Auditor Hsu, Wen-Ling
Administration Department Senior
Yu, Hung-Chieh
Assistant Vice President
Information System Department
Lin, Jung-Hui
Senior Assistant Vice President
Quantitative Trading Department
Lee, Chien-Hsin
Senior Assistant Vice President
Quantitative Trading Department
Chien, Pang-Yen
Senior Assistant Vice President
Corporate Client Department
Fan, Tsung-En
Senior Assistant Vice President
President Office Corporate
Governance Senior Assistant Vice Chen, Nai-Chen 0 3,104 3,104 0.4256
President
Compliance Division Assistant Vice
Hung, Ying-Che
President
Finance Department Assistant Vice
Su, Wei-Lun
President
Financial Product Department
Chang, Chung-Lin
Assistant Vice President
Shareholder Services Department
Chang, Shao-Ping
Assistant Vice President
Settlement & Clearing Department
Wu, Sheng-Yu
Assistant Vice President
Capital Market Department
Chen, Chia-Chang
Assistant Vice President
Capital Market Department
Chiang, Chang-Kuen
Assistant Vice President
Information System Department
Hu, I-Der
Assistant Vice President
Capital Market Department
Lin, Wei-Hung
Assistant Vice President
Settlement & Clearing Department
Huang Chi-Ming
Assistant Vice President
Risk Control Office
Chang, Ping-Chuan
Assistant Vice President
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32
2022 Annual Report
III. Corporate Governance
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Employee Compensation Employee Ratio of Total
Title Name - in Stock (Fair Market Compensation Total Amount to Net
Value) - in Cash Income(%)
Corporate Client Department
Yu, Yi-Cheng
Assistant Vice President
Corporate Client Department
Lee, Yi-Jen
Assistant Vice President
General Affairs Department
Chen, Shu-Fen
Assistant Vice President
Capital Market Department
Hsu, Hui-Chun
Assistant Vice President
Brokerage Department
Chang, Hung-Shuo
Vice President
Brokerage Department
Lin, Li-Lin
District Supervisor
Brokerage Department
Chien, Chia-Nan
District Supervisor
Brokerage Department
Chou, Da-Kuang
Vice District Supervisor
Global Institutional Service
Department Senior Assistant Vice Wang, Shi-Cheng
President
Brokerage Department Debit Center
Chu, Chen-Pu
Assistant Vice President
Brokerage Department Digital Busi-
ness Department Wei, Lien
Assistant Vice President
Brokerage Department Product
Origination and Management Chen, Yu-Heng
Division Assistant Vice President
Brokerage Department Digital
Finance Department Liu, Chun-Liang
Assistant Vice President
Wealth Manager and Trust
Kao, Hsiu-Lin
Department Deputy Manager
Tunghsing Equity Department
Chiu, Shyh-Tyng
Manager
Tunghsing Equity Department
Kao, Jung
Business Section 1 Manager
Tunghsing Equity Department
Tsai, Shu-Mei (same as the last page)
Manager
Kaohsiung Branch Manager Wu, Huan-Chung
Dunnan Branch Manager Chiang, Chen -Hsiung
Zhongli Branch Manager Chiang, Tsong-Shyan
Chengzhong Branch Manager Cheng, Chih-Ming
Chengzhong Branch Manager Chao, Cheng
Tainan Branch Manager Hsieh, Chia-Hsi
Taichung Branch Manager Hsu, Jui-Ming
Hsinchu Branch Manager Lee, Chin-Yi
Chiayi Branch Manager Huang, Hsiang-En
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33
President Securities Corporation
==> picture [484 x 646] intentionally omitted <==
----- Start of picture text -----
Employee Compensation Employee Ratio of Total
Title Name - in Stock (Fair Market Compensation Total Amount to Net
Value) - in Cash Income(%)
Pingtung Branch Manager Chen,Chia-Yu
Keelung Branch Manager Hung, Chien- Han
Yonghe Branch Manager Wu, Han-Chang
Xin Taichung Branch Manager Chung, Hui-Ju
Hsinying Branch Manager Chou, Kuo-Hsiang
Changhua Branch Manager Yu, Fu-Tsun
Taoyuan Branch Manager Chiu, Ming-Kai
Yuanlin Branch Manager Chiang, Shih-Fang
Sanchung Branch Manager Chang, Shih-Min
Shilin Branch Manager Hsu, Fu-Chiang
Shilin Branch
Chang, Chia-Ming
Business Section 2 Manager
Panchiao Branch Manager Lo, Shih-Hong
Sanduo Branch Manager Tai, Hung- Da (same as the last page)
Szichih Branch Manager Lin, Yu-Ju
Ilan Branch Manager Chiang, Jen-Chu
Nanjing Branch Manager Chou, Da-Kuang
Kinmen Branch Manager Kang, Wen-Chieh
Tucheng Branch Manager Kao, Ming-Chou
Songjiang Branch Manager Hsh, Hua- Show
Neihu Branch Manager Tseng, Chien-Ming
Renai Branch Manager Wu, Yueh-Chung
Pingzhen Branch Manager Li, Shu-Jung
Zhunan Branch Manager Su, Yung-Sheng
Offshore Securities Unit Branch
Chang, Hung-Shuo
Manager
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34
2022 Annual Report
III. Corporate Governance
III. Implementation of Corporate Governance
A. Board of Directors Meeting
Total of 6 meetings of the board of directors were held in the year of 2022. Directors’ attendance condition:
==> picture [483 x 652] intentionally omitted <==
----- Start of picture text -----
Attendance
Title Name in Person By Proxy Attendance rate (%) Remark
Lin, Kuan-Chen Delegate
Chairman of Kai Nan Investment Co., 6 0 100% None
Ltd.
Liu, Tsung-Yi Delegate of
Director Kai Nan Investment Co., 6 0 100% None
Ltd.
Chen, Kuo-Hui Delegate of
Director Kai Nan Investment Co., 5 1 83% None
Ltd.
Hsieh Hung, Hui-Tzu
Director Delegate of Kai Nan 4 2 67% None
Investment Co., Ltd.
Director Lu, Li-An Delegate of Kai 5 1 83% None
Nan Investment Co., Ltd.
Chen, Ching-Yi Delegate
Director of Kai Nan Investment Co., 6 0 100% None
Ltd.
Chen, Yi-Ling Delegate of
Director Kai Nan Investment Co., 6 0 100% None
Ltd.
Teng, Wen-Hwi Delegate
Director of Canking Investment Co., 5 1 83% None
Ltd.
Lee, Chi-Ming Delegate of
Director Hui Tung Investment Co., 6 0 100% None
Ltd.
Chang, Ming-Chen Delegate
Director of Leg Horn Investment Co., 6 0 100% None
Ltd.
Resignation on July 1st,
Director Tu, Li-Yang Delegate of Ta Le Investment Holding Co., 3 0 100% 2022. During the term of
office, the board of directors
Ltd.
held 3 meetings.
Appointment on July 1st,
Director Lee, Yee-Ching Delegate of Ta Le Investment Holding 3 0 100% 2022. During the term of
office, the board of directors
Co., Ltd.
held 3 meetings.
Director Lee, Shu-Fen Delegate of 6 0 100% None
China F.R.P Corp.
Director Duh, Bor-Tsang 6 0 100% None
Director Lee, Tzong-Shiun 6 0 100% None
Director Juang, Jing-Yau 6 0 100% None
Independent Director Liang, Yann-Ping 6 0 100% None
Independent Pai, Chun-Nan 5 1 83% None
Director
Independent Director Song, Yung-Fong 6 0 100% None
Independent Director Horng, Yuan-Chuan 6 0 100% None
----- End of picture text -----
35
President Securities Corporation
Other mentionable items:
-
A. If any of the following circumstances occur, the dates of the meetings, sessions, contents of motion, all independent directors’ opinions and the company’s response should be specified:
-
Matters referred to in Article 14-3 of the Securities and Exchange Act: PSC held 7 board meetings over the past fiscal year and the contents of the resolutions were refer to Chapter 3 (L) of the annual report. Did not have any matters listed in Article 14-3 of the Securities and Exchange Act or other matters not passed by the independent directors.
-
Other matters involving objections or expressed reservations by independent directors that were recorded or stated in writing that require a resolution by the board of directors: None.
-
B. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified: None.
-
C. Companies listed on stock and OTC markets shall disclose information on the evaluation cycle, period, scope, method, and content of the Board’s self (or peer) evaluation, and shall complete Schedule 2 (2) on the implementation of the evaluation of the Board of Directors: See chart B on the next page.
-
D. Measures taken to strengthen the functionality of the board (e.g. The Board of Directors has established an Audit Committee and a Remuneration Committee to assist the board in carrying out its various duties.):
To strengthen the competencies of the Board of Directors and the overall risk management system, the Board of Directors set up Independent Directors and established the Audit Committee, Remuneration Committee, Risk Management Committee, and Strategic Development Committee to meet the governance requirements of listed companies. To enhance the implementation of corporate governance, the Company has established the “Procedures for Handling Material Internal Information”, “Sustainable Development Best Practice Principles”, “Ethical Corporate Management Best Practice Principles”, “Corporate Governance Best Practice Principles”, “The Performance Evaluation Measures of the Board of Directors” , and “The Standard Procedures of Demands of Directors”, which are implemented by relevant units on a level-by-level basis.
Note: The term of office of the 12th Board of Directors is from July 20, 2021 through July 19, 2024.
Independent director attendance is detailed below:
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----- Start of picture text -----
◎: Attendance in Person; ☆ : Proxy Attendance; * : Absence
Board meetings 2022.03.08 2022.05.05 2022.06.23 2022.08.23 2022.11.03 2022.12.22
Liang, Yann-Ping ◎ ◎ ◎ ◎ ◎ ◎
Pai, Chun-Nan ◎ ◎ ◎ ◎ ◎ ☆
Song, Yung-Fong ◎ ◎ ◎ ◎ ◎ ◎
Horng, Yuan-Chuan ◎ ◎ ◎ ◎ ◎ ◎
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36
2022 Annual Report
III. Corporate Governance
B. Evaluation of the Board of Directors
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----- Start of picture text -----
Evaluation
Evaluation period Evaluation scope Evaluation method Content
cycle
1. Composition of the Board of Directors
2. Teaching of the Board of Directors
3. Authorization of the Board of Directors
4. Supervision of the Board of Directors
Times / Evaluation of external
2019/7/1~2020/6/30 Board of Directors 5. Communication od the Board of Directors
3 year professional institution
6. Internal controls and risks management
7. Self-Demanding of the Board of Directors
8. Other things like meetings of the Board of
Directors and System-supporting
1. Involvement in the Company’s operations
2. Improving decision-making by the Board of
Directors
Internal self-evaluation of 3. Composition and structure of the Board of
Annually 2021/7/1~2022/6/30 Board of Directors the Board of Directors Directors
4. Election of Directors and their continuing
education and training
5. Internal controls
1. Control over the Company’s goals and tasks
2. Understanding of duties and functions of a
Director
3. Involvement in the Company’s operations
Self-evaluation of
Annually 2021/7/1~2022/6/30 Individual Directors 4. Management of internal relations and
Directors
communication
5. Professional and continuing education and
training for Directors
6. Internal Control
1. Involvement in the Company’s operations
2. Understanding of duties and functions of a
functional committee
Self-evaluation of 3. Improving decision-making by the functional
Annually 2021/7/1~2022/6/30 Functional committees functional committees committees
4. Composition and structure of the functional
committees
5. Internal controls
----- End of picture text -----
C. Operations of the Audit Committee: Number of Meetings, Actual Attendance Rate of each Independent Director, and other mentionable items
The Company established its Audit Committee in June of 2015. The main key points of functional authority to be audited are as follows:
-
Adoption or amendment of internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
-
Evaluation of the effectiveness of internal control systems.
-
Adoption or amendment, pursuant to Article 36-1 of the Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.
-
Items involving the interests of Directors.
-
Major assets or derivative trading.
-
Major loaning of funds, making of endorsements, or provision of guarantees.
-
Offering, issuance, or private placement of any equity-type securities.
-
Appointment, dismissal, and compensation of CPAs.
-
Appointments and dismissal of finance managers, accounting managers, and internal audit managers.
-
The annual financial statements were signed or sealed by the Chairman, managers, and accounting manager while the second quarter financial statements were audited by CPAs who attested to their accuracy.
-
Other major items required by other companies or the competent authority.
37
President Securities Corporation
Total of 6 meetings of the Audit Committee were held in the year of 2022. Independent Directors’ attendance condition:
==> picture [541 x 128] intentionally omitted <==
----- Start of picture text -----
Actually Number Number of
Actual Attendance
Title Name of Times Times Attended Remark
Rate (%) (B/A)
Attended (B) by Proxy
Independent Director Liang, Yann-Ping 6 0 100% None
Independent Director Pai, Chun-Nan 6 0 100% None
Independent Director Song, Yung-Fong 6 0 100% None
Independent Director Horng, Yuan-Chuan 6 0 100% None
----- End of picture text -----
Other mentionable items:
-
A. If any of the following circumstances occur, the dates, terms of the meetings, contents of motions, dissenting opinions from independent directors, reserved opinions or major suggestions, the resolutions of the Audit Committee, and the Company's response to the Audit Committee's opinions.
-
I. Matters referred to in Article 14-5 of the Securities and Exchange Act: Total of 8 meetings were held in 2022 and 2023 to the publish date of the annual report. For matters referred to in Article 14-5 of the Securities and Exchange Act, all members present voted in favor of the resolution without any objection.
-
II. Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors: None.
-
B. If there are independent directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified: None.
-
C. Communications between the independent directors, the Company’s internal audit supervisors and CPAs (e.g. the material items, methods and results of audits of corporate finance or operations, etc.):
-
Communications with the internal audit supervisors:
-
Communication methods:
-
(1) Every month, the Company compiles an internal audit deficiency report and submits it to the independent directors for review via email.
-
(2) The internal audit supervisor of the Company holds at least four regular internal control deficiency review meetings with independent directors every year. During the meetings, the results of the internal audit and the improvement status of the deficiencies mentioned in the correspondence from competent authorities are discussed, and a two-way communication and review process is carried out.
-
(3) The Company's Audit Committee is comprised of all independent directors. The internal audit supervisor of the Company attends the Audit Committee at least four times a year to report on internal audit operations.
-
-
Summary of communication between independent directors (Audit Committee) and the internal auditor supervisors:
| Date of meetings | Communication and results of implementation |
|---|---|
| 2022.02.24 (Independent Directors and Internal Audit Supervisor communicate through the internal control defciency review meeting) 1. Internal Audit Supervisor reported the tracking status from the last meeting. 2. Internal Audit Supervisor presented the internal audit defciency report and the improvement status from October 2021 to January 2022. 3. Internal Audit Supervisor presented the Notifcation Letter from the competent authority containing the defciency report during October 2021 to January 2022. 4. Independent Directors’ suggections: Regarding the incomplete improvement situation in response to the letter from the competent authority, it is necessary to strengthen the measures for improvement. |
|
| 2022.02.24 (Internal Audit Supervisor attended and reported at the Audit Committee meeting) 1. Internal Audit Supervisor reported the internal audit business. 2. Independent Directors’ suggections: Because the internal control deficiency report had been disclosed in detail during the internal control deficiency review meeting, the report content does not need to be repeated at the Audit Committee meeting, only the suggestions and feedback given by the independent directors. |
|
| 2022.04.21 (Independent Directors and Internal Audit Supervisor communicate through the internal control defciency review meeting) 1. Internal Audit Supervisor reported the tracking status from the last meeting. 2. Internal Audit Supervisor presented the internal audit defciency report and the improvement status from February 2022 to March 2022. 3. Internal Audit Supervisor presented the Notifcation Letter from the competent authority containing the defciency report during February 2022 to March 2022. 4. Independent Directors’ suggections: Regarding the incomplete improvement situation in response to the letter from the competent authority, it is necessary to strengthen the measures for improvement. |
|
| 2022.04.21 (Internal Audit Supervisor attended and reported at the Audit Committee meeting) 1. Internal Audit Supervisor reported the internal audit business. 2. Independent Directors' suggections: (1) Regarding the defciency in client safekeeping, managers shall carry out inspections in other approaches in addition to checking counter drawers. (2) For the improvement plan of UBI Pharma Inc., execution and management must be thoroughly implemented since emerging stock risk control has been adjusted. |
38
2022 Annual Report
III. Corporate Governance
==> picture [516 x 724] intentionally omitted <==
----- Start of picture text -----
Date of meetings Communication and results of implementation
2022.06.13 1. Internal Audit Supervisor presented the internal audit deficiency report and the improvement status from April 2022 to
(Independent Directors and April 2022.
Internal Audit Supervisor 2. Internal Audit Supervisor presented the Notification Letter from the competent authority containing the deficiency
communicate through the report during April 2022 to May 2022.
internal control deficiency 3. Independent Directors’ suggections: Regarding the incomplete improvement situation in response to the letter from the
review meeting) competent authority, it is necessary to strengthen the measures for improvement.
2022.06.13
(Internal Audit Supervisor 1. Internal Audit Supervisor reported the internal audit business.
attended and reported at the 2. Independent Directors’ suggections: None.
Audit Committee meeting)
1. Internal Audit Supervisor reported the tracking status from the last meeting.
2022.08.11 2. Internal Audit Supervisor reported financial examination comments.
(Independent Directors and 3. Internal Audit Supervisor presented the internal audit deficiency report and the improvement status from May 2022 to
Internal Audit Supervisor June 2022.
communicate through the 4. Internal Audit Supervisor presented the Notification Letter from the competent authority containing the deficiency
internal control deficiency report during June 2022 to July 2022.
review meeting) 5. Independent Directors’ suggections: Regarding the incomplete improvement situation in response to the letter from the
competent authority, it is necessary to strengthen the measures for improvement.
2022.08.11
(Internal Audit Supervisor 1. Internal Audit Supervisor reported the internal audit business.
attended and reported at the 2. Independent Directors’ suggections: None.
Audit Committee meeting)
1. Internal Audit Supervisor presented the internal audit deficiency report and the improvement status from July 2022 to
September 2022.
2022.10.20 2. Internal Audit Supervisor presented the Notification Letter from the competent authority containing the deficiency
(Independent Directors and report during July 2022 to September 2022.
Internal Audit Supervisor 3. Internal Audit Supervisor reported deficiency and improvement report of financial examination.
communicate through the 4. Items discussed - the Branches audit has revised the self-review system.
internal control deficiency 5. Independent Directors’ suggections:
review meeting) (1) Regarding the incomplete improvement situation in response to the letter from the competent authority, it is
necessary to strengthen the measures for improvement.
(2) Regarding the audit revolution plan for branches, countermeasures shall be evaluated before the revolution.
2022.10.20
1. Internal Audit Supervisor reported the internal audit business.
(Internal Audit Supervisor
2. Independent Directors’ suggections: The Company shall stipulate Transaction Room Regulations to form clear rules
attended and reported at the
about personnel access, phone usage and control. Any breach of the rules shall come with a penalty.
Audit Committee meeting)
2022.12.08 1. Internal Audit Supervisor reported the tracking status from the last meeting.2. Internal Audit Supervisor presented the internal audit deficiency report and the improvement status from October 2022
(Independent Directors and to October 2022.
Internal Audit Supervisor 3. Internal Audit Supervisor presented the Notification Letter from the competent authority containing the deficiency
communicate through the
internal control deficiency report during October 2022 to November 2022.
4. Independent Directors’ suggections: The Company shall warn departments that lack improvements and award those
review meeting)
who have improvements in internal control management.
2022.12.08
1. Internal Audit Supervisor reported the internal audit business.
(Internal Audit Supervisor
2. Independent Directors’ suggections: It is recommended to strengthen the training of work ethics and regulations for
attended and reported at the
newcomers and less experienced personnel.
Audit Committee meeting)
• Communications with the CPA:
1. Communication methods: The Audit Committee of the Company consists of all the independent directors. The CPA holds a meeting
with the Audit Committee at least twice a year. At the meeting, the auditing of the Company’s financial status and audit results shall be
reported and updates on important regulations shall also be reported.
2. A separate meeting between independent directors (the Audit Committee) and CPA is held at least once a year.
3. Summary of communication between independent directors (the Audit Committee) and CPA and results of implementation:
Date of meetings Communication and results of implementation
1. The CPAs reporting audit findings and key audit items of financial statements of 2021.
2. The CPA reports on 2022 planning stage, audit plan, and communication with governance units.
2022.02.24 3. The CPA reports the latest amendment of Regulations Governing the Preparation of Financial Reports by Securities
Issuers and Company Law.
4. Independent Directors’ suggections: None.
5. Reporting to the Board of Directors after approval.
1. Recommendations by the Independent Directors: Information security issue is the future trend in finance and
2022.02.24 globalization. We hope the CPA can provide opinions, directions, and competitor practices. We also invited the CPA to
(Meetings between provide advices to the Company's management and Board of Directors from 3rd party expert's view.
Independent Directors and 2. Implementation results: The CPA reported financial information security action plan to Board of Directors on March
the CPA.) 8, 2022. The CPA provided related advices on two parts: preventive action on current known techniques and advance
deployment. The plan would be executed through short-term, middle-term, and long-term stages.
----- End of picture text -----
39
President Securities Corporation
| Date of meetings Communication and results of implementation 2022.08.11 1. The CPAs reporting audit fndings and key audit items of fnancial statements of 2022 Q2. 2. The CPAs reported matters on governance related to fnancial reporting that required communication in the frst half of 2022. 3. The CPAs explained Tax Law and Cybersecurity Services. 4. Independent Directors’ suggestions: None. 5. Reporting to the Board of Directors after approval. 2023.02.23 1. The CPAs reporting audit fndings and key audit items of fnancial statements of 2022. 2. The CPA reports on 2023 planning stage, audit plan, and communication with governance units. 3. The CPA reports latest revisions to fnancial reporting and securities regulations, and wage guideline set by the Ministry of Labor. 4. The CPA reports that they must obtain approval from governance unit before providing audit clients with non-certifed services. 5. The CPA reports information of Audit Quality Indicators (AQIs). 6. Independent Directors’ suggestions: None. 7. Reporting to the Board of Directors after approval. 2023.02.23 (Communication Meetings between Independent Directors and the CPA.) 1. The CPA reported on communications with governance units and communicated separately with Audit Committee members. 2. Summary of Independent Director’s remarks: Inquired on whether PwC Taiwan has conducted an audit on Jin Yuan President Securities Co., Ltd. The CPA replied: Jinyuan President Securities engages PWC China as its cooperating auditor. PWC China performs review procedures in the 1st and 3rd quarters, and audit procedures in the 2nd and 4th quarters. 3. Independent Directors’ suggestions: None. Note: Major Resolutions during the Auditing Meetings in 2022 and 2023 to the publish date of the annual report: Executed according to the resolution of the Audit Committee. |
Date of meetings | Date of meetings | Communication and results of implementation | Communication and results of implementation |
|---|---|---|---|---|
| 2022.08.11 1. The CPAs reporting audit fndings and key audit items of fnancial statements of 2022 Q2. 2. The CPAs reported matters on governance related to fnancial reporting that required communication in the frst half of 2022. 3. The CPAs explained Tax Law and Cybersecurity Services. 4. Independent Directors’ suggestions: None. 5. Reporting to the Board of Directors after approval. |
||||
| 2023.02.23 1. The CPAs reporting audit fndings and key audit items of fnancial statements of 2022. 2. The CPA reports on 2023 planning stage, audit plan, and communication with governance units. 3. The CPA reports latest revisions to fnancial reporting and securities regulations, and wage guideline set by the Ministry of Labor. 4. The CPA reports that they must obtain approval from governance unit before providing audit clients with non-certifed services. 5. The CPA reports information of Audit Quality Indicators (AQIs). 6. Independent Directors’ suggestions: None. 7. Reporting to the Board of Directors after approval. |
||||
| 2023.02.23 (Communication Meetings between Independent Directors and the CPA.) 1. The CPA reported on communications with governance units and communicated separately with Audit Committee members. 2. Summary of Independent Director’s remarks: Inquired on whether PwC Taiwan has conducted an audit on Jin Yuan President Securities Co., Ltd. The CPA replied: Jinyuan President Securities engages PWC China as its cooperating auditor. PWC China performs review procedures in the 1st and 3rd quarters, and audit procedures in the 2nd and 4th quarters. 3. Independent Directors’ suggestions: None. |
||||
| Meeting | Item | Resolution | ||
| 2022.02.24 The 3rd Auditing Meeting of the 3rd Audit Committee |
1. Review of 2021 individual financial statements and the consolidated financial statements 2. Evaluation of the independence and competency of CPA. 3. Dissolution of overseas investment President Securities (HK) Ltd., President Wealth Management (HK) Ltd., and President Securities (Nominee) Ltd. 4. Statement of the 2021 Internal Control System. 5. Internal control system for brokerage business. 6. Brokerage service fee rate, discount strategy, and its operating procedure. 7. Consumer disputes handling procedure. 8. Internal control system for Information System Department. 9. Overall implementation status for information security. 10. Amendment to the Articles of Incorporation. 11. Report of 2021 Legal compliance risk evaluation. 12. Report of 2021 money laundering and terrorist financing risk assessment. 13. Statement of Internal control over AML/CFT. 14. Amendment to anti-money laundering and counter terrorist financing procedures and plans. 15. The proposal was withdrawn by the members of the committee in attendance. 16. Implementation status of the principle of fair hospitality in 2021. |
The Chairman has the assent of all the members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
||
| 2022.04.21 The 4th Auditing Meeting of the 3rd Audit Committee |
1. Amendments to Internal Control System for brokerage business. 2. Review of 2021 business report and earnings distribution proposal. 3. Amendments to the Regulations governing the acquisition and disposal of assets. 4. Establishment of conflicts of interest avoidance policy. 5. Amendments to Rules and Procedures of the Shareholders’ Meeting. 6. Implementation of the Principle of fair treatment to consumers from January to March in 2022. |
The Chairman has the assent of all the members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
||
| 2022.06.13 The 5th Auditing Meeting of the 3rd Audit Committee |
1. Amendments to Regulations for conflicts of interest in proprietary trading business. 2. Established domestic CBAS personnel procedures for the Quantitative Trading Department. 3. Application for fixed income CBAS with Grand Bills Finance. |
The Chairman has the assent of all the members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
||
| 2022.08.11 The 6th Auditing Meeting of the 3rd Audit Committee |
1. Review of 2022 Q2 individual financial statements and the consolidated financial statements. 2. Amendment to Internal Control System. 3. Amendment to Information Security Policy. 4. Stock trading case of subsidiary PSC Venture Capital Investment limited Company. 5. Revision to the internal procedures of emerging stock market. 6. Renewal of liability insurance for Directors and important personnel. 7. Implementation of the Principle of fair treatment to consumers from April to June in 2022. 8. Revised the policies and strategy of the Principle of fair treatment of consumers. |
The Chairman has the assent of all the members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
40
2022 Annual Report
III. Corporate Governance
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----- Start of picture text -----
Meeting Item Resolution
----- End of picture text -----
| Item | Resolution | |
|---|---|---|
| 2022.10.20 The 7th Auditing Meeting of the 3rd Audit Committee 2022.12.08 The 8th Auditing Meeting of the 3rd Audit Committee 2023.02.23 The 9th Auditing Meeting of the 3rd Audit Committee 2023.04.21 The 10th Auditing Meeting of the 3rd Audit Committee |
1. Amendments to rules and procedures of the Board Meeting. 2. Amendment to Internal Control System for Information System Department. 3. Amendment to Internal Control System for brokerage business. 4. Implementation of the Principle of fair treatment to consumers from July to September in 2022. |
The Chairman has the assent of all the members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
| 1. Revised Internal control system for settlements and trading decisions. 2. Amendment to the Procedures for Handling Consumer Disputes. 3. Amendment to Internal control system for Information System Department. 4. Reported on 2023 annual audit plan. 5. Formulated the Internal Control System for branches without full-time internal auditors. 6. Revision to the Code of practice for sustainable development. 7. Audit for management personnel changes. |
The Chairman has the assent of all the members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
|
| 1. Review of 2022 individual financial statements and the consolidated financial statements 2. Evaluation of the independence and competency of CPA. 3. Applications for pre-approval of non-certification services by certified public CPA. 4. Submitted the Overall implementation status for information security. 5. Outsourcing of ESG Reports. 6. Established an ESG Investment Management Policy. 7. Amendment to the Articles of Incorporation. 8. Report of 2022 Legal compliance risk evaluation. 9. Report of 2022 money laundering and terrorist financing risk assessment. 10. Statement of Internal Control over AML/CFT. 11. Submitted the Statement of the 2022 Internal Control System. 12. Amendment to Internal Control System. 13. Implementation and self-evaluation of the Principle of fair treatment to consumers from October to December in 2022. |
The Chairman has the assent of all the members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
|
| 1. Review of 2022 business report and earnings distribution proposal. 2. Amended the professional investor statement and the KYC review and management procedures. 3. Amendment to anti-money laundering and counter terrorist financing procedures and plans. 4. Execution of Sustainable Development Plan and Annual ESG Initiatives. 5. Revised the policies and strategy of the Principle of fair treatment of consumers. 6. Implementation of the Principle of fair treatment to consumers from January to March in 2023. |
The Chairman has the assent of all the members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
D. Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best -Practice Principles for TWSE/TPEx Listed Companies”
| Implementation Status | Implementation Status | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/ TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|---|
| Evaluation Item | Yes | No | Abstract Illustration | ||
| I. Does the company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best- Practice Principles for TWSE/ TPEx Listed Companies”? |
✓ | In an effort to implement prudent corporate governance measures in line with the ''Principles for Corporate Governance for Securities Firms'' and with relevant laws and regulations, President Securities adopted such guidelines by the 13th meeting of the 9th Board of the company held on August 7, 2014, and will abide by said principles. The Principle was amended on March 23, 2021 for the fourth time. |
None | ||
| II. Shareholding structure & shareholders’ rights A. Does the company establish an internal operating procedure to deal with shareholders' suggestions, doubts, disputes and litigations, and implement based on the procedure? |
✓ | A. 1. The Company has a spokesperson and shareholder service personnel to process shareholders’ suggestions, questions, and disputes. 2. The Company has established an “Investor Section” and “Investor Mailbox” on the Company website, which are run by the spokesperson and dedicated personnel of the Administration Department. Shareholders’ suggestions or disputes are forwarded to relevant departments for processing. |
None |
41
President Securities Corporation
==> picture [542 x 671] intentionally omitted <==
----- Start of picture text -----
Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Evaluation Item
Yes No Abstract Illustration Principles
for TWSE/
TPEx Listed
Companies”
and Reasons
B. Does the company possess the ✓ B. PSC maintains close relationships with key shareholders and assigns None
list of its major shareholders as dedicated shareholder services personnel to continually monitor any
well as the ultimate owners of changes in the shareholdings of these key shareholders.
those shares?
C. Does the company establish and ✓ C. The finance and business of our company and its subsidiaries are None
execute the risk management in separate operation. In term of management right and obligation
and firewall system within its there is a clear line between our company and its subsidiaries.
conglomerate structure? All the relations and trades are dealt with in accordance with law.
“Surveillance governing internal-control system for subsidiaries” has
also been set up as a controlling and governing mechanism for our
subsidiaries.
D. Does the company establish ✓ D. 1. In an effort to prevent insider trading and to protect the interests None
internal rules against insiders of investors, we have adopted and implemented the “Material Event
trading with undisclosed Internal Handling Procedures”, which outlines clear division of
information? responsibilities, adequate firewall and confidentiality procedures, the
disclosure of material events, educational guidance rules, etc.
2. In order to handle the conflict of interest among internal personnel
effectively and protect the rights of customers, the Company
introduced ''Rules for inspection activity on internal personnel
engaged in brokerage trading'' requiring the cross comparison of
brokerage trading 5 minutes prior to and after the brokerage trading
for personnel that have access to customer brokerage trading
details. In addition, inspections need to be undertaken on whether
or not there is any undisclosed information in the brokerage trading
engaged by the representative of companies or the companies he
represents to check for any abnormality.
III. Composition and
Responsibilities of the Board
of Directors
A. Does the Board develop and ✓ A. Abiding by article 10 of our Principles for Corporate Governance, None
implement a diversified policy in respect of the Company’s business development needs and
for the composition of its shareholders’ shareholding and practical operational needs, the
members? candidates possess diverse professional backgrounds in finance,
accounting, business administration, law, and investment, as well as
rich industry experience in securities and futures, mutual funds, food,
retail, trade, warehousing, technology, chemicals, optoelectronics are
selected.
Currently, there are 19 Directors in the Company, including 4
independent directors. Independent directors accounting for 21%
of total Directors and are from the financial, business, legal, and
industrial backgrounds; of them, there’s 3 with a term of 4-6 years,
and 1 with a term of 7-9 years, conforming the target of percentage
and terms of years (within 3 terms). The Company also emphasize
the gender equality among Directors. The target regarding percentage
of female Director is 30% or above. For the current term, there are
8 female Directors including 1 Independent Director, stand for 42%
of total Directors. We expect to reach our goal in later years as well.
The Board of Directors is equipped with the abilities as shown in the
table below.
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42
2022 Annual Report
III. Corporate Governance
==> picture [542 x 186] intentionally omitted <==
----- Start of picture text -----
Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Evaluation Item
Yes No Abstract Illustration Principles
for TWSE/
TPEx Listed
Companies”
and Reasons
Comprehensive Abilities
Professional 1. 2. 3. 4. 5. 6. 7. 8. 9.
Background Diverse Industry Expe- Operational Accoutning Operating Crisis Industrial International Leadership Decision- Risk
Name Gender
(Educational & rience Judgement & Financial Management Management Knowledge Points of making Management
Experience) Analysis View Ability Konwledge
& Ability
----- End of picture text -----
| Evaluation Item | Evaluation Item | Evaluation Item | Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Implementation Status | Implementation Status | Implementation Status | Implementation Status | Implementation Status | Implementation Status | Implementation Status | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/ TPEx Listed Companies” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/ TPEx Listed Companies” and Reasons |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||||||||||||||
| Name | Gender | Professional Background (Educational & Experience) |
Diverse Industry Expe- rience |
Comprehensive Abilities | ||||||||||||
| 1. Operational Judgement |
2. Accoutning & Financial Analysis |
3. Operating Management |
4. Crisis Management |
5. Industrial Knowledge |
6. International Points of View |
7. Leadership |
8. Decision- making Ability |
9. Risk Management Konwledge & Ability |
||||||||
| Lin, Kuan- Chen |
M | Sports, Investment |
Commodities, Securities and Futures |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Liu, Tsung- Yi |
M | Financial Management |
FMCG, Mergers and Acquisitions |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Chen, Kuo- Hui |
M | Business Administration |
Food, Investment Development |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Hsieh Hung, Hui-Tzu |
F | Business Administration |
Retail, Biological Technology |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Lu, Li-An | F | Economic, Financial Management |
Food, Pharmaceutical, Securities |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Chen, Ching-Yi |
F | Economic, Finance |
Venture Capital, Electronic Technology, Food |
✓ |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Chen, Yi-Ling |
F | Accounting, Management |
Food | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Teng, Wen- Hwi |
F | Education, Investment |
University Faculty, Investment |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Lee, Chi- Ming |
M | International Trade |
Wholesale, Trade, Construction, Investment |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Chang, Ming-Chen |
F | Accounting, Management |
Investment | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Lee, Yee- Ching |
M | Ph.D. in Law | President of Investment Trust |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Lee, Shu- Fen |
F | Financial Management |
Material Industry | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Duh, Bor- Tsang |
M | International Business Administration |
Wholesale & Retail, Technical, Chemical Industry,Investment |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Lee, Tzong- Shiun |
M | Business Administration |
Trade, Transportation, Storage |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Juang, Jing- Yau |
M | Business Administration |
Securities and Futures, Textile, Department Store,Technical |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Liang, Yann- Ping |
F | Financial Management |
University Faculty, Securities Investment Trust, Communication Media |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Pai, Chun- Nan |
M | Law | University Faculty, Petrochemical, wholesale, Food Investment |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Song, Yung- Fong |
M | Business Administration, Investment |
Telecommunications, Investment Banking, Securities |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Horng, Yuan-Chuan |
M | Economic, Finance |
Steel, Photoelectric, Investment |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
43
President Securities Corporation
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----- Start of picture text -----
Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Evaluation Item
Yes No Abstract Illustration Principles
for TWSE/
TPEx Listed
Companies”
and Reasons
B. Does the company voluntarily ✓ B. President Securities Corporation has already appointed independent None
establish other functional directors to its Board, established an audit committee, a remuneration
committees in addition to the committee, a risk management committee, and a strategic
Remuneration Committee and development committee.
the Audit Committee? 1. Based on the expertise, consistency, and time-based effectiveness
of the Company’s business, the Board of Directors has approved
the Articles of Organization developed by the Risk Management
Committee on June 26, 2008. The Committee has been established
established within the Board of Directors to supervise day-to-day
risk management. The Committee is responsible for the following
duties:
(1) The establishment of risk management policies and the
organization and assignment of duties to related units within the
Company.
(2) The establishment of risk measurement standards for the
Company.
(3) The management of limits for the overall risk and departmental
risk of the Company.
2. The Risk Management Committee consists of three members. At
least half of them are independent directors, and the committee
members shall be selected via resolution of Board of Directors.
The Risk Management Committee shall convene meetings at least
once every quarter to assist the Board of Directors in planning and
supervising the Company’s related risk management affairs. This
committee shall report the implementation of risk management to
the Board of Directors periodically and propose suggestions for
necessary improvements.
3. Strategy Development Committee: In order to strengthen the
medium and long-term strategic development and to deepen the
spirit of corporate governance, the Board of Directors resolved the
Strategic Development Committee Charter and established Strategic
Development Committee in the Board of Directors on November 4,
2021.
(1) Overseeing the promotion and implementation of the Company’s
sustainable development and corporate governance matters.
(2) To formulate medium and long-term business operation and
strategic development directions of the Company.
(3) Study medium and long-term organizational change and
transformation plan.
(4) Formulating the Company’s annual operation plan and budget
preparation.
C. Has the company formulated the ✓ C. In accordance with the “Code of Practice for Corporate Governance None
board’s performance evaluation of Securities Firms” and in line with the competent authority’s
measures and evaluation promotion of corporate governance, the Company has formulated the
methods? Does the company “Measures for Evaluating the Performance of the Board” on August
conduct annual and regular 29, 2018 and performed annual assessment. The Company regularly
performance evaluations and commissions an external independent professional institution or
report the evaluation results a team of experts and scholars for assessment at least once every
to the Board of Directors three years. The Company has engaged an external professional
while adopting the results institution-Taiwan Corporate Governance Association to conduct the
as a reference for individual assessment. The assessment result was submitted to the 11th Board
directors’ remuneration and of Directors and reported at the 16th meeting on November 10,
nomination for re-election? 2020.
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2022 Annual Report
III. Corporate Governance
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----- Start of picture text -----
Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Evaluation Item
Yes No Abstract Illustration Principles
for TWSE/
TPEx Listed
Companies”
and Reasons
C. Has the company formulated the ✓ 2022 Board of Directors [’] self-assessment result: None
board’s performance evaluation 1. Assessment Period: July 1, 2021 to June 30, 2022.
measures and evaluation
2. Directors’self-assessment: The total number of self-assessment items
methods? Does the company
was 25, average score of each indicator ranges from 4.61 to 5, in
conduct annual and regular
which 11 Directors received full marks of 5. The average number
performance evaluations and
of self assessment for 7 Directors was more than 4, and the self-
report the evaluation results
assessment results of all Directors were exceeding the standard.
to the Board of Directors
while adopting the results 3. Functional committees’ self-assessment: The total number of self-
as a reference for individual assessment items were 22, 19 and 18 for the Audit Committee, the
directors’ remuneration Remuneration Committee and the Risk Management Committee,
and nomination for re- respectively, with assessment scores of 5 points, 5 points and 4.97
election? points, respectively, and the evaluation results of all functional
committees were exceeding the standards.
4. Board of directors’ self-assessment: Total assessment items are
40 items, all of which received 5 points, and the evaluation result
exceeded the standard.
5. The results of the aforementioned Board performance assessment
were reported to the 8th meeting of the 12th Board of Directions on
November 3, 2022 for future refenerce.
Link between performance appraisal and remuneration of Directors
and managers:
1. In accordance with Article 23 of the Company’s Articles of
Incorporation, in order to motivate employees and the operation
team, after deducting employees’ and Directors’ compensation from
current year net income before tax, the Company shall allocate no
less than 1.6% of the residual amount as employees’ remuneration
and no more than 2% as Directors' remuneration.
2. According to "Board of Directors Performance Evaluation
Measures", Directors’ emoluments are assessed by reference to
the Directors’ level of participation in the Company’s operations
and their individual contribution to the Company’s performance,
their familiarity with the Company’s objectives and missions,
knowledge of directors’ duties and responsibilities, involvement in
the Company’s operations, internal relationship management and
communication, the Directors’ professions and continuing education,
internal control and other items, the results of which are included
in the consideration of performance evaluation and remuneration
distribution.
3. Remuneration to Managers includes salaries and bonuses with
reference to industry standards, positions, grades, education, working
experience, professional skills and responsibilities, etc. The incentive
payments take into account the manager’s performance evaluation
items, which include financial indicators (business development
capabilities, such as revenue achievement rate, net profit after tax
achievement rate, market share or market ranking, etc.) and non-
financial indicators (staff management capabilities and improvement
in internal process, internal control and risk control capability).
The result of the evaluation will be included in consideration of
performance appraisal and compensation.
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45
President Securities Corporation
Implementation Status Deviations from “the Corporate Governance Best-Practice Evaluation Item Yes No Abstract Illustration Principles for TWSE/ TPEx Listed Companies” and Reasons C. Has the company formulated the 4. The procedures for determining the remuneration were based on board’s performance evaluation their contribution to the business performance and the performance measures and evaluation evaluation measures to provide reasonable remuneration. Relevant methods? Does the company performance evaluation and the reasonableness of remuneration conduct annual and regular were all reviewed by the Remuneration Committee and the Board performance evaluations and of Directors; the remuneration system is reviewed at any time report the evaluation results depending on the actual operational situations and relevant laws and to the Board of Directors regulations, so as to balance the Company’s sustainable operations while adopting the results and risk control. as a reference for individual directors’ remuneration and nomination for reelection? D. Does the Board of Directors ✓ D. According to the regulation of corporate governance of securities None regularly (at least one time a dealers, the Board evaluates and assigns the appointment of year) evaluate the independence independent accountants annually based on Audit Quality Indicators and suitability of CPAs based on (AQIs). According to article 46 and article 47 of Certified AQIs and disclose the evaluation Public Accountant Act, “honesty, impartiality, objectivity and in the annual report? independence,” the company sets up the independent items of declaration, which issued by the certified public detached accountants and offer Audit Quality Indicators (AQIs) to PricewaterhouseCoopers Taiwan. Accountant Lin, Se-Kai, Chen, Li-Yuan, and Lo, Chiao-Sen from PricewaterhouseCoopers Taiwan proved to be qualified as CPA for company’s financial and tax accountants. IV. Does the company designate The Company’s Board of Directors adopted a resolution on May 3, an appropriate number 2019, that Assistant Vice President Chen, Nai-Chen at the President of qualified personnel Office would be appointed as the Corporate Governance Officer and appoint a corporate in charge of corporate governance-related affairs. Assistant Vice governance officer in charge President Chen has served as a supervisor in President Office related of matters related to corporate to corporate governance for more than three years, as set out in Article governance? These matters 21 in accordance with Article 23 of the “Operation Directions for include but are not limited Compliance with the Establishment of Board of Directors by TWSE to providing directors and Listed Companies and the Board’s Exercise of Powers”. As a new supervisors with information officer, she will complete 18 hours of professional training courses and needed for the execution of at least 12 hours in a year in accordance with paragraph 2 article 24. business, assisting directors The Company’s corporate governance-related affairs are handled and and supervisors in complying completed by relevant departments collectively. Corporate governance- with laws and regulations, related affairs (terms of reference) shall include matters related to handling matters related to holding of meetings of the Board of Directors and shareholders’ the board of directors and meetings, minutes recording for meetings of the Board of Directors and the shareholders’ meetings in shareholders’ meetings, assistance to Directors with taking office and accordance with the related continuous education and training, provision of information required laws, handling company for the Directors to conduct business, assistance to Directors with registration and registration compliance, review of the legal qualifications of independent directors changes, and keeping minutes (already presented at a Board meeting in 2023.03.08) and handling of of the board of directors and matters related to the change of directors (resignation or reassignment the shareholders’ meetings. of representatives) and other matters set out in the Company’s Articles of Incorporation or contracts.
46
2022 Annual Report
III. Corporate Governance
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----- Start of picture text -----
Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Evaluation Item
Yes No Abstract Illustration Principles
for TWSE/
TPEx Listed
Companies”
and Reasons
IV. Does the company designate ✓ Key points for business execution in 2022: None
an appropriate number 1. Matters related to meetings of the Board of Directors and
of qualified personnel shareholders’ meetings in accordance with the law.
and appoint a corporate 2. Minutes recording for meetings of the Board of Directors and
governance officer in charge shareholders’ meetings.
of matters related to corporate
3. Assistance to the directors in compliance matters and in continuing
governance? These matters education.
include but are not limited
4. Provision of the information required for the Directors to conduct
to providing directors and
business.
supervisors with information
needed for the execution of 5. The legal qualifications of independent directors.
business, assisting directors 6. Matters related to the change of directors.
and supervisors in complying
7. Other matters set out in the Company's Articles of Incorporation or
with laws and regulations, contracts.
handling matters related to
the board of directors and Status of continuing education and training: A total of 15 hours of
training was provided during the year. Please refer to the table below.
the shareholders’ meetings in
accordance with the related
laws, handling company
registration and registration
changes, and keeping minutes
of the board of directors and
the shareholders’ meetings.
Date Organization Course Credit(s) IndividuallCredit(s) from y Traning
Corporate Governance Regulations: Fair Treatment of Customers,
2022.05.05 Taiwan Institute of Directors Anti-Money Laundering, Insider Trading, and Personal Data 3
Protection
Taiwan Stock Exchange, Alliance
2022.05.12 Advisors, Taiwan Corporate International Twin Summit 3
Governance Association 15
2022.08.23 Taiwan Institute of Directors From AI to AI Plus: Embracing the Fintech Wave Head-On 3
2022.11.11 Securities and Futures Institute Listed/OTC Companies - Derivatives Trading Strategies and 3
Market Outlook Conference
2022.12.13 Taiwan Corporate Governance Trends and risk management in digital technology and artificial 3
Association intelligence
V. Does the company establish a ✓ The Company has established a dedicated Stakeholder section on its None
communication channel and website that provides the result of sustainable development in recent
build a designated section on years and channels of communication with stakeholders. The Company
its website for stakeholders, appropriately responds to important sustainable development topics of
as well as handle all the issues concern of all stakeholders. The Company has set up communication
they care for in terms of mailbox and hotline for investors, employees, suppliers, customers,
sustainable development? government authority, community, and NGO as a communication
channel. Dedicated personnel are responsible for managing the
mailbox and hotline. The communication status and results with
stakeholders will be reported to Board of Directors on annual basis. The
communication status and results with stakeholders were reported to the
Board of Directors on August 23, 2022.
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47
President Securities Corporation
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----- Start of picture text -----
Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Evaluation Item
Yes No Abstract Illustration Principles
for TWSE/
TPEx Listed
Companies”
and Reasons
V. Does the company establish a ✓ A. Shareholders None
communication channel and Issues concerned: corporate governance, ethical business operation,
build a designated section on compliance, risk control/auditing, transparency and disclosure of
its website for stakeholders, information, and operational performance
as well as handle all the issues Communication methods:
they care for in terms of
(1) Company information is provided through investor emails and
sustainable development?
announcements on the official website. The Company established
"the investor section" on our website to provide investors with
transparent and comprehensive information. The Company also
established the investor relations contact channel to respond to
questions raised by shareholders.
(2) Announcements of operations and financial performance
periodically and the issuance of material information in Chinese
and English on the Market Observation Post System.
(3) Organization of one institutional investor conference every season
to report business status to shareholders.
B. Employees
Issues concerned: operational performance, employee training,
assessment, and development, employee remuneration, working
hours, labor-management relations, communication channels, and
occupational safety and health
Communication methods:
(1) The employee suggestion mailbox and employee complaint
mailbox are used for communication.
(2) The Company organizes employee seminars every month. The
Company also announces internal news reports and organizes
large-scale family day events to reward employees and facilitate
communication and employee exchanges.
C. Clients
Issues concerned: communication channels, customer privacy
protection and information security, brand image, operational
performance, service quality, and customer satisfaction
Communication methods:
(1) The Company communicates with customers regularly through
the customer service hot line and email and monthly statements
are delivered every month.
(2) The Company organizes investment and wealth management
seminars periodically and organizes large-scale investment
seminars to communicate and interact with customers.
D. Suppliers
Issues concerned: ethical business operation, risk control/auditing,
and brand image
Communication methods:
(1) The Company organizes periodic price negotiation meetings,
announces information on the public tendering information section
on the official website, and organizes public tendering briefings.
(2) The Company has established the ‘Supplier Evaluation and
Management Regulations’ to evaluate suppliers. The evaluations
include preliminary, periodic, and unscheduled evaluations and
classify suppliers into A, B, C, and D categories in accordance
with the results of the evaluations, which are used as the basis for
future cooperation.
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48
2022 Annual Report
III. Corporate Governance
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----- Start of picture text -----
Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Evaluation Item
Yes No Abstract Illustration Principles
for TWSE/
TPEx Listed
Companies”
and Reasons
V. Does the company establish a (3) The Company cooperates with suppliers to jointly commit to
communication channel and fulfilling sustainable development and sign the ‘Sustainable
build a designated section on Development Commitment Letter.’ The materials used in
its website for stakeholders, decoration construction and equipment procurement must be green
as well as handle all the issues building materials and equipment with environmental protection
they care for in terms of labels to increase the Company’s dedication to environmental
sustainable development? protection, energy conservation, and carbon emissions reduction.
E. Competent authority
Issues concerned: ethical business operation, corporate governance,
transparency and disclosure of information, financial and capital
market functions maintenance, and financial inclusion, and
compliance of regulation.
Communication methods:
The Company participates in courses and seminars organized by the
government.
F. Community/NGO
Issues concerned: social welfare, responsible Investment/sustainable
finance, and environmental protection
Communication methods:
The Company organizes charity events every year.
The Company has established a stakeholder section and sustainability
section on the official website to explain the Company’s ESG ideas
and policies and describe the Company’s accomplishments including
the Company’s corporate governance, social, and environmental
achievements. The Company has formulated the ‘Sustainability
Report’ every year for publication on the Company’s website (URL:
www.pscnet.com.tw) and publication in the Market Observation Post
System.
VI. Does the company appoint ✓ Affairs of shareholders' meetings are handled by the Shareholder None
a professional shareholder Services Department of the Company; the Department obtained the
service agency to deal with certification of the Professional Shareholder Services Institution from
shareholder affairs? Taiwan Depository & Clearing Corporation (TDCC).
VII. Information Disclosure
A. Does the company have a ✓ A. On President Securities Corporation website, we have disclosed None
corporate website to disclose the Company’s financial and business information, and corporate
both financial standings and the governance. We also post periodical and non-periodical financial and
status of corporate governance? operational information on the government-operated MOPS website.
B. Does the company have B. Our company has assigned a spokesperson to be responsible for
other information disclosure ✓ providing information to shareholders and investors. On our website None
channels (e.g. building an where investors and shareholders can obtain information on the
English website, appointing following:
designated people to handle (1) Company introduction in English and Chinese.
information collection and
(2) Disclosure of company’s financial and business information, and
disclosure, creating a spokesman
corporate governance.
system, webcasting investor
conferences)? (3) Investor Suggestion Mailbox, which is manned by Administration
Department Personnel who are responsible for replying to all
comments received.
(4) The Company has disclosed the briefing and video files of
institutional investor conference proceedings and other related
information on the Company’s website.
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49
President Securities Corporation
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----- Start of picture text -----
Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Evaluation Item
Yes No Abstract Illustration Principles
for TWSE/
TPEx Listed
Companies”
and Reasons
C. Does the company announce ✓ C. The Company has completed the annual financial report filing Based on the
and release its annual financial within the required 75-day period after the end of the fiscal year, as evaluation,
report within two months after stipulated by the Financial Supervisory Commission’s requirement to disclose
the end of the fiscal year, and for listed companies with a capital of over 10 billion. financial
announce and release financial information in
reports for the first, second, and the financial
third quarters and operating report fully and
conditions of each month earlier correctly, it is
that the required date? not yet possible
to complete its
report in two
months with
the currently
available
human.
VIII. Is there any other important ✓ A. Environmental Protection Measures None
information to facilitate President Securities operate financial services and, therefore, does
a better understanding of not produce any environmental pollutants or waste.
the company's corporate
B. Investor relations
governance practices (e.g.,
including but not limited to Our company has assigned a spokesperson to be responsible for
employee rights, employee providing information to shareholders and investors, and to post
wellness, investor relations, periodical and non-periodical financial and operational information
supplier relations, rights of on the government-operated MOPS website. The Company
stakeholders, directors' and established “the investor section” on our website to provide investors
supervisors' training records, with transparent and comprehensive information. The company
the implementation of risk will continue to strengthen investor relations and maintain good
management policies and communication and interaction with investors.
risk evaluation measures, the C. Employee rights and wellness
implementation of customer (1) To boost work efficiency and solidarity among our employees,
relations policies, and we place particular emphasis on benefits programs and labor
purchasing insurance for relations, and thus ensure employee welfare in a comprehensive
directors and supervisors)? manner.
(2) General accident insurance has been purchased for each of our
branches and work premises so as to protect customer rights.
Employer insurance has also been purchased so as to protect the
interests of all employees.
D. Rights of the stakeholders
We have also taken steps to address corporate responsibility
concerns of our stakeholders. We have established a platform with
dedicated staff to handle feedback from investors, employees,
clients, competent authority and community/NGO so as to maintain
strong lines of communication and collect issues of concern of
our stakeholders, and review whether our activities respond to
stakeholders. This allows us to stay aware of the issues that are
of importance to our interested parties and to ensure that all of
our actions are responding to the needs of our stakeholders. The
communication status and results with stakeholders will be reported
to Board of Directors on annual basis. The communication status
and results with stakeholders were reported to Board of Directors on
August 23, 2022.
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50
2022 Annual Report
III. Corporate Governance
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----- Start of picture text -----
Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Evaluation Item
Yes No Abstract Illustration Principles
for TWSE/
TPEx Listed
Companies”
and Reasons
VIII. Is there any other important E. Customer policy
information to facilitate (1) Policy: “3 Goods and 1 Fair” ─ “Good Quality” , “Good
a better understanding of Credibility” , “Good Service”, and “Fair Price”. This is combined
the company's corporate with “Professional Leadership, Kind Service”, in providing all
governance practices (e.g., customers with comprehensive services.
including but not limited to
(2) Implementation: We have established a Customer Services
employee rights, employee
Department—The Customer Service Center, which offers
wellness, investor relations,
customers an avenue through which to register complaints, which
supplier relations, rights of
operates a customer service hotline which is manned by customer
stakeholders, directors' and
service specialists who help to solve customer problems, and
supervisors' training records,
which ensures that all account correspondence sent to clients
the implementation of risk
includes clear product risk warnings.
management policies and
risk evaluation measures, the F. Directors training: The Company's Directors shall carry out
implementation of customer independent studies and the Company shall also organize related
relations policies, and corporate governance courses periodically and invite all Directors to
purchasing insurance for participate in the courses. Take 2022 for example, in addition to the
directors and supervisors)? Directors’ individual training courses, the Company cooperated with
the Taiwan Institute of Directors to jointly organize classes for all
directors and managerial officers of the Company. Lawyer Eric Tsai,
Partner at PwC Taiwan gave a lecture on "Corporate Governance
Regulations: Fair Treatment of Customers, Anti-Money Laundering,
Insider Trading, and Personal Data Protection" in May. In addition,
Li, Zhen-Hua, Senior Industry Analyst and Section Chief at Market
Intelligence & Consulting Institute gave a lecture on "From AI to AI
Plus: Embracing the Fintech Wave Head-On" in August, to enable
the Directors to further understand the spirit of corporate governance
and practice. For details of the Directors' on-the-job training in
2022, please refer to Chapter 3 XI. Directors and Corporate Auditors
Training.
G. Implementation status for Risk Management Policy and
Measurement:
(1) Risk Management Policy
i. Ensure that we can operate various types of business from
a position of solid risk management. Using reasonable risk
tolerance levels, continue to enhance profitability, create
shareholder value, and achieve return on capital targets.
ii. Set well-defined risk controls for every business area, implement
risk management checks and balances, set clear obligations for
each department so as to enhance risk management effectiveness
by breaking it down into manageable pieces.
iii. Our risk management operations take into accounts all key forms
of risk: market risk, credit risk, liquidity risk, operational risk,
legal risk, model risk, reputational risk, climate risk.
(2) Risk Measurement
The company has set risk management principles. In order to ensure
that all of our organization’s businesses adhere to our operating
policies, operating goals, and capital levels, we have set suitability
evaluation policies that can react to changes in our business and in
the market:
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51
President Securities Corporation
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----- Start of picture text -----
Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Evaluation Item
Yes No Abstract Illustration Principles
for TWSE/
TPEx Listed
Companies”
and Reasons
VIII. Is there any other important Market risk measurement
information to facilitate i. We use RiskMetrics market risk management system to manage
a better understanding of our company’s exposure to market risk. In addition to producing
the company's corporate daily risk value tables, we perform simulation analysis and
governance practices (e.g., historical analysis so as to supplement missing risk values.
including but not limited to
ii. We evaluate the completeness of our evaluation models on
employee rights, employee
various business mareas, and review the assumptions, parameters,
wellness, investor relations,
and data used for various product models, and then test that the
supplier relations, rights of
models for the various products are reasonable.
stakeholders, directors' and
supervisors' training records, iii. We evaluate the effectiveness of risk control models: regularly
the implementation of risk perform backtesting to ensure the effectiveness of the models
management policies and used.
risk evaluation measures, the Credit risk measurement
implementation of customer i. Our company undergoes credit rating evaluations from Moody’s,
relations policies, and Standard & Poor’s, Fitch, Taiwan Ratings Corp, and TCRI.
purchasing insurance for
ii. Trading counterparty credit risk: we assess our company’s
directors and supervisors)?
maximum exposure in the event that a trading counterparty
defaults, and then use maximum exposure limits set by the
board of directors, in determining the credit risk of a trading
counterparty.
iii. Issuer’s Credit Risk: we use KMV model to perform internal
evaluations, and combine that with financial data and stock price
data, to calculate the probability of a default. Then, based on these
measurements, we developed “Z-Score”, an in-depth internal
evaluation of the company, and then use this to protect ourselves
from potential credit risks and potential capital shortfalls.
Operational risk measurement
i. Operational risk is the risk that occurs when internal processes,
employees, or systems, are inappropriate or cause errors; or risk
that is caused by external factors. This type of risk is related to
legal risks but not strategic risk or credit risk.
ii. We create operations risk policy handbooks that entail every level
of operations.
iii. Through our risk report and audit report, we ensure that risk is
appropriately evaluated, disclosed, and controlled.
Climate risk measurement
i. Climate risk assessment method and process: Using risk matrix
to identify and evaluate the level of climate risks, prioritizing
risks, and defining significant climate risks. The climate risk
assessment method should take into account relevant regulations
and internationally recognized standards.
ii. Identify the correlation between climate risks and other risks,
such as credit risk, market risk, operational risk, and liquidity
risk.
iii. Risk identification and assessment: Identifying and assessing the
degree of impact, probability, and potential risks to operational
activities caused by climate events.
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52
2022 Annual Report
III. Corporate Governance
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----- Start of picture text -----
Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Evaluation Item
Yes No Abstract Illustration Principles
for TWSE/
TPEx Listed
Companies”
and Reasons
VIII. Is there any other important (3) Risk Management
information to facilitate i. Our risk management takes into account market risk, credit
a better understanding of risk, liquidity risk, operational risk, legal risk, model risk,
the company’s corporate reputational risk, and climate risk, etc., for both on-balance sheet
governance practices (e.g., business and off-balance sheet businesses.
including but not limited to
ii. Each day, every level of operations, every manager, and every
employee rights, employee
trader is given fresh figures on position risk and key sensitivity
wellness, investor relations,
values. Through this, the company’s risk controls and trading
supplier relations, rights
strategies can be properly analyzed and necessary alerts can
of stakeholders, directors’
initiated. Setting risk control guidelines for each level of
and supervisors’ training
operations allows for comprehensive monitoring of risk.
records, the implementation
of risk management (4) Our Risk Management Organization
policies and risk As part of our risk control measures, we have created an
evaluation measures, the independent risk control department and constructed an
implementation of customer integrated risk control architecture that encompasses all facets
relations policies, and of the organization, including the Board of Directors, the Risk
purchasing insurance for Management Committee, the President Office, the Assets/
directors and supervisors)? Liabilities Management Committee, the Risk Control Office, the
Auditing Office, the Compliance Division, the Finance Department,
the Business units, Settlement & Clearing Department and the
General Affairs Department. Each segment of the company has
clearly spelled-out obligations and every level of the company has
clearly defined authorities.
i. Board of Directors: Audits the company’s risk management
policy, supervises sales business strategies, approves all business
proposals and trading permissions, is ultimately responsible for
risk management.
ii. Risk Management Committee: Is a functional established by the
Board of Directors tasked with integrating all risk management
operations, with supervising and assisting all the various risk
management and related operations. The committee is also
tasked with setting the various risk authorities, limits, and
targets, for a centralized supervision of the status of all of the
company’s risk management efforts.
iii. President Office: Supervises the daily implementation of all of
the company’s risk management operations and authorizes any
exceptions to the risk management protocols.
iv. Assets/Liabilities Management Committee: Controls the
company’s overall asset structure, authorizes trading limits for
businesses collects and analyzes domestic and international
interest rates, exchange rates, and economic changes.
v. Risk Control Office: Is responsible for the drafting of risk
policies and regulations, for monitoring market and credit risks,
for monitoring liquidity risks, for compiling data on operational
risk control and management, for constructing and maintaining
the risk management system, for implementation of risk
management systems and for ensuring company-wide regulatory
compliance.
vi. Auditing Office: Sets operations risk controls, sets the standards
for risk control systems, puts in place internal auditing controls,
and implements daily check routines.
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53
President Securities Corporation
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----- Start of picture text -----
Implementation Status Deviations
from “the
Corporate
Governance
Best-Practice
Evaluation Item
Yes No Abstract Illustration Principles
for TWSE/
TPEx Listed
Companies”
and Reasons
VIII. Is there any other important vii. Finance Department: Monitors capital adequacy rates and
information to facilitate liquidity risks, and analyzes the company’s asset/liability
a better understanding of structure and other key financial ratios.
the company’s corporate viii. Business units: Based on the company’s risk management
governance practices (e.g., policies and regulations sets risk management guidelines for
including but not limited to various businesses, and produces a report on abnormal risk
employee rights, employee items for the Risk Control Office.
wellness, investor relations,
ix. Settlement & Clearing Department: Implementation of risk
supplier relations, rights
control and management for settlement, clearing, and short-sale
of stakeholders, directors’
business operations. Implementation of risk management and
and supervisors’ training
business department risk management for transactions.
records, the implementation
of risk management x. General Affairs Department: Greenhouse gas inventory and
policies and risk management, resource sustainability management, responsible
evaluation measures, the procurement, and supplier management.
implementation of customer H. President Securities Corporation has already purchased liability
relations policies, and insurance from ACE insurance and AIG Asia Pacific Insurance Pte.
purchasing insurance for Ltd. for all of its directors, and key employees (Policy Value: US$10
directors and supervisors)? million; Policy Term: September 1, 2022, to September 1, 2023).
IX. The improvement status ✓ In the Corporate Governance Evaluation of 2021, the Company's final None
for the result of Corporate evaluation score was 87.93, placing the Company between 21% and
Governance Evaluation 35% of the total listed companies. In the previous evaluation, for any
announced by Taiwan Stock items where the Company did not gain any points, such as whether
Exchange. more than half of the directors of the Company (including at least one
independent director) and the convener of the audit committee (or at
least one supervisor) attend the annual shareholders' meeting in person.
The Company will actively invite directors to attend the shareholders'
meeting. Has the Company obtained ISO14001, ISO50001, or other
similar environment or energy management system verifications. The
Company originally planned to obtain ISO14001 external verification in
2021, but due to severe pandemic, the containment measures restricted
the movement of office personnel and thus affected the internal audit
process, management audit meeting, and external verification schedule,
the certification was obtained on June 14, 2022. Result of the 2022
Corporate Governance Evaluation has not yet announced in publish date
of the annual report.
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54
2022 Annual Report
III. Corporate Governance
E. Composition, responsibilities, and operation of the Remuneration Committee
In accordance with the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter” published by the competent authority on March 18, 2011, the Company has completed the discussion and resolution of the proposal by September 30, 2011, as required. Please refer to the description of the Remuneration Committee on page 54 of the Annual Report for the information on the operations.
1. Information Regarding Remuneration Committee
| Title | Criteria Name |
Professional Qualifcation Requirements and Work Experience | Independence Criteria | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Remuneration Committee Member |
|
|---|---|---|---|---|---|
| Independent Director (convener) |
Pai, Chun- Nan |
I graduated from the Institute of Economics at National Taiwan University and have a Ph.D. in Law from the Chinese Culture University; I have provided services in public and private enterprises for over 40 years and hold teaching position at National Taiwan University, National Taiwan Normal University, Soochow University, and Fu Jen University for teaching fnancial and economic courses. Currently, I am the Vice Chairman of China Petrochemical Development Corporation, Chairman ofBo-Meng Investment Co., Ltd., and the Independent Director of Megaforce Company Ltd., as well as a member of the Audit Committee and convenor Remuneration Committee of Megaforce Company Ltd. I am the Company's Independent Director and a member of the Audit Committee, Remuneration Committee, and Risk Management Committee (also the convenor). Not been a person of any conditions defned in Article 30 of the Company Act. |
1. The Director, its spouse, or its relatives within the second degree of kinship not being a Director, supervisor, or employee of the Company or its afliates. 2. The Director, its spouse, or its relatives within (or under other's names) the second degree of kinship has no shareholding in the Company. 3. Not being a director, supervisor, or employee of any company with particular relationships with the Company. 4. No compensation received from providing business, legal, fnancial, and accounting services to the Company or its afliates for the past two years. 5. According to the above, I complied with the independence criteria. |
2 | |
| Independent Director |
Liang, Yann- Ping |
I have over fve years of working experience and professional fnancial and economics, as well as accounting expertise; I graduated from the George Washington University with an MBA, and possess extensive working experience in fnancial practices; I held positions as the Vice President of Hua Nan Investment Trust and Vice President of Polaris Securities Investment Trust; currently, I am the Associate Professor of Department of Finance at Shih Hsin University, Independent Director of President Securities Corporation, and a member of the Audit Committee, Remuneration Committee, and Risk Management Committee. Not been a person of any conditions defned in Article 30 of the Company Act. |
1. The Director, its spouse, or its relatives within the second degree of kinship not being a Director, supervisor, or employee of the Company or its afliates. 2. The Director, its spouse, or its relatives within (or under other's names) the second degree of kinship has no shareholding in the Company. 3. Not being a director, supervisor, or employee of any company with particular relationships with the Company. 4. The compensation received from providing business, legal, fnancial, and accounting services to the Company or its afliates for the past two years was NT$0. 5. According to the above, I complied with the independence criteria. |
0 | |
| Independent Director |
Horng, Yuan- Chuan |
I have over fve years of working experience in fnance and accounting; I graduated from the Department of Economics, Soochow University; currently, I am the Independent Director of Himax Technologies, Inc.; I held positions as the Vice President of Finance Division of China Steel Corporation and Chairman of Gains Investment Corp.; I am the Company's Independent Director, and a member of the Audit Committee, Remuneration Committee, and Risk Management Committee. |
1. The Director, its spouse, or its relatives within the second degree of kinship not being a Director, supervisor, or employee of the Company or its afliates. 2. The Director, its spouse, or its relatives within (or under other's names) the second degree of kinship has no shareholding in the Company. 3. Not being a director, supervisor, or employee of any company with particular relationships with the Company. 4. Not provided business, fnancial, and accounting services to the Company or its afliates for the past two years. The compensation was NT$0. 5. According to the above, I complied with the independence criteria. |
1 | |
| Independent Director |
Song, Yung- Fong |
I have over 30 years of working experience and professional business management, business, legal, and accounting expertise; I graduated from The University of Iowa; after graduating with MBA, I held management positions in major investment banks or foreign-invested banks worldwide, such as holding positions as Vice President, Managing Director, and Executive Director at BNP Paribas Taiwan, Goldman Sachs (Asia), SG Warburg Securities Ltd. Taiwan, Deutsche Bank Taiwan, ABN AMRO Bank (Taipei Branch), and CIMB Securities, Taiwan, and became the CIO and Executive Vice President of Chunghwa TelecomCo., Ltd.in 2017. Currently, I am the Company's Independent Director and a member of the Audit Committee, Remuneration Committee, and Risk Management Committee. |
1. The Director, its spouse, or its relatives within the second degree of kinship not being a Director, supervisor, or employee of the Company or its afliates. 2. The Director, its spouse, or its relatives within (or under other's names) the second degree of kinship has no shareholding in the Company. 3. Not being a director, supervisor, or employee of any company with particular relationships with the Company. 4. The compensation received from providing business, legal, fnancial, and accounting services to the Company or its afliates for the past two years was not more than half a million. 5. According to the above, I complied with the independence criteria. |
0 |
55
President Securities Corporation
2. Operations of the Remuneration Committee
-
(1) The committee is composed of four members.
-
(2) Term of the committee members: From July 28, 2021 through July 20, 2024. The Remuneration Committee met 7 times (A) in the most recent year. The qualifications and attendance of the members are listed below:
| Title | Name | Attendance in Person (B) |
By Proxy | Attendance rate (%) (B/A) (Note) |
Remark (Note) |
|---|---|---|---|---|---|
| Convener Pai, Chun-Nan 7 0 100% Reappointment on 2021.7.28 |
|||||
| Member Liang, Yann-Ping 7 0 100% Reappointment on 2021.7.28 |
|||||
| Member Horng, Yuan-Chuan 7 0 100% Reappointment on 2021.7.28 |
|||||
| Member Song, Yung-Fong 7 0 100% Reappointment on 2021.7.28 |
|||||
| Other mentionable items: 1. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified): None. 2. Resolutions of the remuneration committee objected to by members or expressed reservations and recorded or declared in writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion should be specified: None. |
(3) 2022 remuneration committee proposal discussion and resolution:
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Remuneration Committee Item Resolution
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| Remuneration Committee | Item | Resolution |
|---|---|---|
| 2022.02.24 The 3rd Meeting of the 5th Remuneration Committee |
1. The proposal for 2021 bonus distribution ratio for employees and directors. 2. The proposal for 2021 bonus allocation for employees and directors. 3. Amendment to Capital Market Department performance bonus policy 4. Change of managers. |
Proposal 1~4: All members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
| 2022.04.21 The 4th Meeting of the 5th Remuneration Committee |
1. Proposal regarding changes to departmental managers. 2. Change of managers. 3. The proposal for 2021 bonus distribution to employee and managerial officers. |
Proposal 1~3: All members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
| 2022.06.13 The 5th Meeting of the 5th Remuneration Committee |
1. Change of managers. | Proposal 1: All members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
| 2022.07.14 The 6th Meeting of the 5th Remuneration Committee |
There were only reports and no resolutions at this meeting. |
|
| 2022.08.11 The 7th Meeting of the 5th Remuneration Committee |
1. Change of managers. 2. Dismissal of consultant. 3. Periodic review and evaluation of the policy and structure of the remuneration provided to the Company's Directors. |
Proposal 1~3: All members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
| 2022.10.20 The 8th Meeting of the 5th Remuneration Committee |
1. Change of managers. | Proposal 1: All members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
| 2022.12.08 The 9th Meeting of the 5th Remuneration Committee |
1. Change of managers. 2. Changes to Chief Audit. 3. Periodic review and evaluation of the policies and structure of the remuneration to the Company's senior executives and managerial ofcers. |
Proposal 1~3: All members of the committee present voted in favor of the resolution without any objection and submitted it to the Board of Directors for discussion. |
56
2022 Annual Report
III. Corporate Governance
F. Sustainable development and Deviations from “ Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies ”
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Implementation Status Deviations from
Sustainable
Development Best
Evaluation Item Practice Principles
Yes No Abstract Explanation of TWSE/GTSM
Listed Companies”
and Reasons
I. Has the company established a ✓ The Company’s SD was implemented by the Management Department None
dedicated unit or appointed a where SD integration teams are formed in 2018, including a corporate
unit for promoting SD? Is the governance promotion team, a customer service promotion team, an
unit authorized by the Board employee care promotion team, an environmental protection promotion
of Directors to implement SD team, and a social participation promotion team. They are responsible
activities at upper management for proposal and implementation of SD policies, systems, relevant
levels? Does the unit report the management policies, and specific implementation plans. Each year,
progress of such activities to they organize social responsibility events and activities, including
the Board of Directors? social contribution, social welfare, and community participation events
and regularly hold three integration meetings to set goals, manage
implementation, and review performance for various areas, while
compiling its annual sustainable development performance in to an
SD report and submitting it to the Chairman of the Board. In 2021,
a Strategic Development Committee was established in the Board of
Directors to supervise the promotion and implementation of corporate
social responsibility and corporate governance. The Board of Directors
has approved a new sustainability policy which required a summary of
the results of each relevant department's implementation to be submitted
to the board annually. On December 22, 2022, the 9th Meeting of the
12th Board of Directors reported the results of sustainable development
in 2022: (1) identifying sustainability issues that require attention and
formulating corresponding action plans; (2) revising sustainability-related
goals and policies; (3) overseeing the implementation of sustainable
operations, and planning and evaluating the execution progress.
The Company's board of directors receives an ESG performance report
on an annual basis, and must evaluate the likelihood of success for
these sustainability-related proposals. They must also regularly review
the progress of strategies and, when necessary, urge adjustments to
be made. For the execution status, please refer to the ESG Report and
the "Corporate Sustainability Development" section on the Company's
website.
II. Does the company conduct ✓ The Company’s sustainable development (SD) is implemented None
risk assessments related by the Management Department, which is responsible for the
to environmental, social, formulation and implementation of sustainable development
and corporate governance policies, systems, or relevant management guidelines and specific
issues that are related to implementation plans. Each year, the department organizes
the company’s operations in sustainable development events and activities, including social
accordance with the materiality contributions, social welfare, and community participation, and
principle, and formulate formulates SD policies, which are approved by the Board of
relevant risk management Directors; the results of the implementation by relevant units are
policies or strategies? reported to the Board of Directors once a year after the end of each year.
The Company conducts risk assessments on environmental, social,
and corporate governance issues related to its corporate operations
in accordance with the materiality principle. Relevant policies are
formulated for issues of materiality identified, as detailed in the SD
report.
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57
President Securities Corporation
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Implementation Status Deviations from
Sustainable
Development Best
Evaluation Item Practice Principles
Yes No Abstract Explanation of TWSE/GTSM
Listed Companies”
and Reasons
Main Topic Assessment Risk Management Policies and Strategy
The company is developing policies and strategies designed to address risk factors related to climate, such as heavy rain events, earthquakes, and high
temperatures with the goal of maintaining the safety and robustness of the Company's operations. For example, the low-carbon transformation policy on
the client side includes the full development of digital financial management. This includes the availability of online signing of a wide variety of consent
documents and risk notices required by the appropriate authorities for opening accounts remotely, conducting various transactions directly on mobile
Climate devices, and online inquiry used to confirm whether a transaction has been conducted successfully. The goal is to make sure the Company's services will
Environment change andenvironmental not be affected by climate change and other related events or disasters. As for the Company's operations, the Company will comprehensively review
protection business processes, building materials with green building materials label certification, convert administrative forms into electronic documents, purchase
environmentally-friendly labeled products, phase out older energy-consuming equipment and energy-saving lighting year by year to reduce energy
consumption, streamline energy expenditures, improve operational efficiency, hire an external certification agency to formally introduce, and complete the
ISO 14001 environmental management system and the IOS14064-1 standard for greenhouse gas inventory. The goal is to reduce the generation of a carbon
footprint through such interlocked low-carbon operations.
The Company pays attention to the safety of employees' work environment. In addition to minimizing the hazards present in the office environment, the
Head Office and all branches have selected and assigned appropriate employees to obtain Fire Safety Manager Certificates and the become qualified as
Occupational category B labor occupational safety and health supervisors, while formulating fire-fighting plans for the workplace, to maintain a safe office environment.
safety and The Company's Head Office and workplaces have each purchased public accident liability insurance to protect rights and interests of clients and to provide
health employer accident liability insurance to protect employees' rights and interests. A total of four automated extracorporeal defibrillators (AEDs) have been
set up on specific floors of the Company's Head Office building, and a total of 37 employees have obtained first-aid safety and health education along with
training certificates to ensure the safety of their peers.
In addition to the independent operation of finance and business, the management rights and responsibilities of the Company and affiliated companies
are clearly divided, and their business dealings or transactions are handled in accordance with the relevant laws and regulations. In addition, an "Internal
Control System for Supervision and Management of Subsidiaries" has been established to control and manage subsidiaries. The Information System
Social issues Department of the Company has formally established an information security section assigned to upgrading the previous task-based team to a normal
organization. This section is staffed with a dedicated information security supervisor and two dedicated information security personnel to strengthen the
Customer maintenance, security, and control of the information systems and the stability of business adjustment The goal is to ensure that the organization carries out
privacy information security management operations effectively and provides clients with the most secure information trading environment.
protection and Since August 2013, the Company has applied for and obtained the British Standards Institution's ISO 27001: 2005 version of the information security
information certification for electronic trading systems. It passed the information security certification renewal and obtained the revised ISO 27001: 2013 version
security of the certification at the end of July 2014. Afterwards, the Company has applied for renewal of the certification annually and applied for review of
the certification every three years (2016, 2019 and 2022) to implement the Company's internal matters in a standard and systematic manner to reduce
operational errors. The Company has adopted TWCA as the certificate authority for authentication and verification of orders placed. When clients are
conducting online transactions, in addition to having the account number and password checked by a securities firm or a futures firm, each transaction
needs to be confirmed with a certificate issued by an impartial third party, along with the use of internationally recognized SSL technology for transmission
encryption, to increase the degree of security that is valued during online transactions.
The Company's Board of Directors has established a Risk Management Committee to supervise daily risk management affairs effectively. The risks
involved in the Company's business include risks related to the market, credit, liquidity, operations, legal issues, model risks, reputational risk, and climate
risk, which have been included in the scope of risk management. In addition, a three-stage defense system for risk management has been implemented.
Corporate governance Risk control/audits The first-stage defense: When each business unit executes its business, it will monitor risks on its own.
The second-stage defense: An independent dedicated unit has been established to formulate and execute risk policies, operating guidelines, and risk control
systems as the second-stage of defense in the monitoring of risks.
The third-stage defense: The risk management system is integrated into the internal audit system to provide for independent review.
III. Environmental Issues
A. Does the company endeavor ✓ A. The Company is a financial services industry with no pollution and None
to utilize all resources more waste generated from manufacturing activities. The main source
efficiently and use renewable of greenhouse gas emissions is purchased electricity consumption.
materials which have low impact In order to implement environment protection and carbon emission
on the environment? reduction, the Company has implemented several energy consumption
equipment replacement projects.In 2022, in order to protect the natural
environment, demonstrate the organization's improved environmental
performance, achieve a balance between the environment, society, and
the economy, and to achieve social expectations related to sustainable
development, transparency, and responsibility, the Company started
to implement ISO 14001 environmental management system since the
second half of 2021. The environmental operation control procedure
was established, implementing, maintaining, periodically reviewing,
and communicating with internal and external stakeholders within
defined scope. In 2022, we achieved the ISO 14001 environmental
management system certification through SGS verification. The
certification is valid from June 14, 2022 to June 14, 2025.
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2022 Annual Report
III. Corporate Governance
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Implementation Status Deviations from
Sustainable
Development Best
Evaluation Item Practice Principles
Yes No Abstract Explanation of TWSE/GTSM
Listed Companies”
and Reasons
B. Does the company establish ✓ B. The Company spares no efforts in supporting green environment None
proper environmental protection. In order to implement the sustainability policy of
management systems based waste reduction, the Company placed resource recycling bins at
on the characteristics of their every floor of the Company and strictly and completely enforced
industries? garbage sorting and recycling. In addition, the Company purchases
products that have energy conservation labels, environmental
protection labels, green building materials labels and so on to reduce
the impact of the Company’s operation on the environment and
society. In terms of environmental protection and waste reduction,
the Company enhanced the promotion of resource recycling,
digitalization of various forms in offices, and external paperless
policies, such as the implementation of customer e-statements and
electronic order placement. In order to achieve the Company's goal
of environment protection, energy saving, and carbon emission
reduction. In 2021, there were 27,920 kg of recyclable paper and
75,140 kg of unrecyclable waste. In 2022, there were 23,130 kg
of recyclable paper and 72,355 kg of unrecyclable waste. Paper
has reduced 4,790 kg comparing to previous year, which is a
reduction of 25,339.1 kg carbon emission. In 2022, the Company has
purchased NT$7,295,874 green construction materials, including
the information equipment cost NT$4,191,214 and the cost of green
building materials was NT$3,104,660.
C. Does the company evaluate the ✓ C. In response to the effects of extreme climates on the planet, None
current and future potential risks introduced 14001 Environmental Management System which
and opportunities created by identified “climate change and environmental protection” as
climate change for the company the risk of all environmental aspects of President Securities
and take measures to respond to Corporation. We are considering how to respond to climates and
climate-related issues? how to convert risk factors into business opportunities for President
Securities Corporation! Low-carbon transformation has become
the opportunities of the Company’s policy on environmental
sustainability. We devote ourselves to the development of
digital financial management to achieve the goal of low-carbon
transformation. Formulate action plans for paperless operations.
In response to the government’s energy and environmental
policies and regulations, we will strive to achieve sustainable
environmental development. The Company formulated the
environmental management action plan, including the aspects
of energy management, planned the lighting replacement plan,
equipment maintenance and inventory check in noise control aspect,
establishment of replacement standard to gradually replace air-
conditioning equipment.We will carry out various regular reviews to
continuously improve our performance as related to environmental
issues. We are committed to providing relevant resources designed
to continue to promote the following environmental policies.
1. Develop a digital financial system to reduce the generation of a
carbon footprint.
2. Require the purchase of green-marked products and strictly
request procurement of local products.
3. Promote environmental protection management policies regularly
and continue to improve our commitment to the environment and
wise energy use.
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59
President Securities Corporation
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Implementation Status Deviations from
Sustainable
Development Best
Evaluation Item Practice Principles
Yes No Abstract Explanation of TWSE/GTSM
Listed Companies”
and Reasons
D. Has the company measured its ✓ D. In an effort to reduce our carbon footprint, the Company adheres to None
greenhouse gas emissions, water government policies on indoor climate controls, as well as removing
consumption, and total weight and replacing outdated equipment with more energy-efficient
of waste in the past two years, models, followed-up by regular inspections. In order to conserve
and formulated policies related energy as well as to reduce carbon and greenhouse gas emissions,
to energy conservation, carbon when preparing annual budgets, the Company includes the costs
reduction, greenhouse gas of water and electricity that affect greenhouse gas emissions in the
reduction, water consumption, or management report. The company regularly encourages employees
other waste management? to reduce the use of elevators as much as possible and adjusts water
pressure to reduce water consumption. In order to effectively control
greenhouse gas emissions, the Company has obtained ISO14064-
1 greenhouse gas inventory system certification and ISO 14001
environmental management system certification in 2022.
In 2021, the Company’s headquarters consumed 12,198 cubic
meters of water which accounts for 675.77 kg carbon emissions,
and 2,399,622 kilowatt-hours of electricity which accounts for
1,251,629.6 kg emissions. In 2022, the Company’s headquarters
consumed 13,839 cubic meters of water which accounts for 766.68
kg carbon emissions, and 2,548,691.1 kilowatt-hours of electricity
which accounts for 1,297,283.8 kg emissions. We shall continue to
promote environmental protection awareness among colleagues
and it has established a goal of reducing carbon emissions by 1%
in 2022 to build a greener enterprise. The Company is committed
to environmental protection and as set up waste reduction KPIs.
The “Environmental Management Implementation Committee”
has introduced ISO14001 environmental management system for
management,implementation and audit. In 2021, there were 75,140
kg of general waste and 30,588 kg of recyclable waste. In 2022, there
were 72,355kg of general waste and 26,663kg of recyclable waste,
which is a reduction of 6,710 kg.
IV. Social Issues
A. Does the company formulate ✓ A. 1. On December 16, 2020, the Company has established "President None
appropriate management policies Securities Corporation Human Right Policy" based on the human
and procedures according to right protection spirit and principles disclosed by UN Universal
relevant regulations and the Declaration of Human Rights, the UN Global Compact, and ILO
International Bill of Human Convention. The Company is devoted to protecting basic human
Rights? rights.The Company’s human right policy covers eight major aspects,
including workplace inclusion, maternity protection, child labor
employment, discrimination and sexual harassment, occupational
safety management, employee health management, overtime work
and labor disputes. Management and alleviation measures have been
set up for each aspect.
2. The Company has also established the labor health protection
plan, which contains the ergonomic prevention plan, prevention
plan for unlawful infringement during work and the prevention
plan for diseases due to abnormal workload. In addition to regular
annual promotion of the Sexual Harassment Prevention Act, the
Company has held promotional seminars on labor rights in 2021 and
produced audio and video materials on labor rights for employees
to understand their rights online at any time. Start from 2022,
labor rights have been incorporated into the annual online courses,
enabling employees to gain a comprehensive understanding of their
individual rights and responsibilities. The Company arranges annual
health checkups for its employees. All of the above measures are
means to protect employees' basic human rights.
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2022 Annual Report
III. Corporate Governance
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Implementation Status Deviations from
Sustainable
Development Best
Evaluation Item Practice Principles
Yes No Abstract Explanation of TWSE/GTSM
Listed Companies”
and Reasons
B. Has the company formulated ✓ B. The Company has established various salary and benefit measures None
and implemented reasonable for employees in accordance with the Labor Standards Act and
employee benefit measures relevant regulations, and provides market-competitive benefits
(including salary, leave, and to motivate employees, while conducting periodic performance
other benefits), and appropriately evaluations and linking performance with bonuses. In addition,
reflected operating performance in accordance with Article 23 of the Company's Articles of
or results in employee Association, in order to motivate employees and the operation
compensation? team, after deducting employees' and Directors' compensation from
current year income before tax, the Company shall set aside no less
than 1.6% of the residual amount as employees’ remuneration to
share surpluses and results with its employees.
C. Does the company provide ✓ C. 1. We focuses on the safety and health of the employees’ working None
a healthy and safe working environment. Compliance with occupational safety and health
environment and organize regulations. Aside from improving the dangerous factors within the
training on health and safety for environment, we also hire a health management specialist, establish
its employees on a regular basis? health consulting room, and offer employee health inspections on
annual basis, with hope to let employee understand and manage
their own health status in advance. President Securities provides
health counseling, followed by follow-up health assessments.The
Company has provided the required health and first aid facilities
(AED) and set up breastfeeding rooms. The Company organizes
health promotion seminars; it provides relevant information and
news about health care and accident prevention that is updated
on the online health education system regularly.In response to
pandemic, various measures were planned to ensure the Company
does not suffer from the impact of COVID pandemic and ensure
operating continuity. The Company followed up the health status
of employees according to various epidemic control measures
established by epidemic control team through discussion and
planning, carried out mobility control and diversion, followed the
regulations of the Central Epidemic Command Center, promoted the
correct pandemic prevention concept, properly implemented various
epidemic prevention measures, and responded to the needs caused
by epidemic by rolling correction.
2. The Company has obtained several certifications in 2021,
including the CHR promise corporation certification from Health
Magazine, the Sports Enterprise certification from the Sports
Administration (2020-2023), and Healthy Workplace certification
from the Occupational Safety and Health Administration (2020-
2023).
3. There were no occupational injuries reported in 2022.
D. Does the company provide ✓ D. To adapt the financial market trend, the Company has organized a None
its employees with career series of courses with a focus on FinTech topics, such as sessions
development and training on "Transformation and opportunities for securities industry in the
sessions? metaverse", and "The application of precision marketing in finance
in the age of big data". The Company also developed different
training programs for each job category, such as senior executive
leadership seminars, management function enhancement training,
training for newly-appointed executives, management trainee talent
fostering, professional training for sales personnel, problem analysis
and resolution, etc. The Company continuously enhance employees'
professional knowledge and skills through training and certification
of professional capabilities at all levels.
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61
President Securities Corporation
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Implementation Status Deviations from
Sustainable
Development Best
Evaluation Item Practice Principles
Yes No Abstract Explanation of TWSE/GTSM
Listed Companies”
and Reasons
E. Does the company comply with ✓ E. The Company implements personal data protection and management None
relevant laws, regulations, and measures, abides by the relevant provisions of the Personal Data
international standards related Protection Act, and protects customers’ rights in terms of their
to customer health and safety, personal data. This is designed to reduce the impact of infringement
customer privacy, as well as on any personal data files, while continuing to operate and improve
marketing and labeling of the personal data management system. A personal data protection
products and services, and does policy statement was issued in 2012. The company-wide “Education
the company formulate relevant and Training Session on the Personal Data Protection Act” is offered
protection policies of consumers’ at least once a year, and a test will be given after each session to
rights and interests as well as examine the learning efficacy of participants and to ensure that
complaint procedures? employees have a full understanding of the importance of protecting
personal data and understands the operating regulations related to
personal data.
The Company adheres to financial product responsibility and sales
ethics, and has developed and publicized its consumers’ rights
and interest policy, and implemented the execution of policies on
consumers’ rights and interests.
In order to provide customers with the most comprehensive services,
the Company has a dedicated customer service department—the
Customer Service Center, which provides customers with complaint
channels, dedicated lines, and dedicated personnel to help customers
solve their problems. The Customer Service Center is designed to
ensure that the Company provides high quality and reliable services
to customers. Through the three major operating aspects (personnel,
systems, and processes) and the support of superior service systems,
customers’ needs can be effectively addressed. In the process of
providing services, when problems are discovered the processes are
constantly improved. The goal is to improve customers’ satisfaction
with their interaction with the Company, so that the management of
customer relationships can reach the best possible state.
F. Has the company formulated ✓ F. In order to maintain the quality of suppliers’ services, the None
supplier management policies Company conducts assessments of its existing partner’s operations
that requires suppliers to follow in accordance with the Supplier Evaluation and Management
relevant regulations on issues, Regulations each year. This effort is divided into initial, regular,
such as environmental protection, and irregular evaluations; the results can be divided into four-
occupational safety and health, levels of suppliers, namely levels A, B, C, and D, as the basis for
or labor rights? How are these considerations for future cooperation. In addition, the Company has
policies implemented? required its main suppliers to sign a “Supplier Social Responsibility
Commitment Letter.” The suppliers are clearly committed to
complying with international human rights conventions and labor
laws, providing employees with a fair, healthy, and safe workplace
environment, prohibiting discrimination and unequal differential
treatment, and complying with relevant environmental protection
regulations. For suppliers who violate this commitment letter,
the Company may request termination of the related contract or
suspension of the partnership. In 2021, the total of 89% of the
suppliers have signed a commitment letter. Included ISO14001
Environmental Management System education training program in
the implementation of environmental management system. In 2022,
94.38% of suppliers signed the commitment letter, an improvement
as compared to the previous year. The commitment will be included
as one of the evaluation items for suppliers. We will work with
our partnering suppliers to promote sustainable development in a
mutually beneficial manner.
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2022 Annual Report
III. Corporate Governance
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Implementation Status Deviations from
Sustainable
Development Best
Evaluation Item Practice Principles
Yes No Abstract Explanation of TWSE/GTSM
Listed Companies”
and Reasons
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V. Does the company refer to the international common reporting standards or guidelines to compile reports, such as sustainable development reports that disclose the company’s non-financial information? Have the quality of the said reports been confirmed a third-party verification entity? In 2011, the Company published its first “2010 Sustainable Development Report of President Securities Corporation”, and has produced subsequent annual reports ever since. The reports are available online for download at the Company’s corporate website, www.pscnet. com.tw. Our corporate sustainable development report for 2021 was published in August 2, 2022 and was certified by a third party (PwC Taiwan), using the “Non-Financial Information Auditing and Certification Letter” format suggest the report is in compliance with the GRI Standards and that covers all items required by GRI Standards reporting policies. The 2021 SD Report disclosed relevant ESG information in accordance with SASB standards, and english version was compiled for the first time. VI. If the Company has established the sustainable development principles based on “the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies”, please describe any discrepancy between the Principles and their implementation: For the implementation of the corporate governance, the Company’s Board of Directors approved the "President Securities Sustainable Development Best practice Principles" on July 2, 2012. The principles were first revised at the 9th Meeting of the 12th Board of Directors on December 22, 2022. Implemental reports of "President Securities Sustainable Development" were proposed in board meeting every year, and promoting report of the year 2022 was proposed in the 9th meeting of the 12th Board of the company. VII. Other important information to facilitate better understanding of the Company’s sustainable development practices: A. Environmental Protection Measures Although the Company is a securities firm that does not produce any environmental pollutants, we still care deeply about protecting the environment, about reducing our impact on the environment, and about our responsibility for sustainability. In order to properly protect the natural environment, demonstrate the organization's improved environmental performance, achieve a balance between the environment, society, and the economy, and to achieve social expectations related to sustainable development, transparency, and responsibility. ISO14001 Environmental Management System was introduced in 2021. In 2022, we obtained the ISO 14001 environmental management system certification through SGS verification. B. Participation in Public Service President Securities Corporation has been a long-standing supporter of important social charitable activities and, for its efforts, has been recognized with the 7th annual Wenxin Award and the 6th National Civic Service Award, and Top 50 by the Commonwealth magazine in 2013, 2015, 2016, and 2017. Besides, the Company was recognized and reward by the Taiwan Fund for Children and Families in 2013. President Securities Corporation has won the Gold Award in the Finance and Insurance Industry of the Corporate Sustainability Report Awards of the Taiwan Corporate Sustainability Awards (TCSA) for consecutive three years(2020, 2021 and 2022). This represents the highest honor in Taiwan’s Sustainable Development report. The Company was also awarded 2021 Taiwan sustainable enterprise excellent award. Again recognized in 2022's 15th Taiwan Corporate Sustainability Award (TCSA): Comprehensive Performance—Taiwan's Top 100 Sustainable Exemplary Enterprise. The Company won 2021 TSAA Taiwan Sustainability Action Award-Bronze medal, was nominated by 2021 and 2022 PWC CSR Influence Award, and Business Today 15th and 16th wealth management bank and securities companies "Best sustainable development Award" by "PSC donates to Child Welfare League Foundation for every order you place". The Company has taken concrete actions to cooperate with the Taiwan Fund for Children and Families from 2007 to 2022 to help children from financially challenged families with their studies. The Company also mobilized all employees and customers for joint participation and invested actual funds and various equipment to social welfare activities to fulfill sustainable development. The Company made a donation of NT$2.5 million to the Taiwan Fund for Children and Families providing schooling subsidies in 2022 in the theme of “Love Will Not Die During Pandemic Prevention”. Since 2001, The Company has held "Love Delivery Activities" for consecutive 22 years. The target of the charity is children from financially challenged families supported by Taiwan Fund for Children and Families that provide children from financially challenged families with scholarships. A total of approximately 10,776 elementary school, junior high school, and senior high school students were beneficiaries. The activities have provided school children from poor families with opportunities to explore different academic disciplines for their own development and growth. An employee blood donation event was held for the first time in 2006 and received an enthusiastic response. Since 2007, the Company has held an employee blood donation event twice a year and extended it to the wider community, which has received a widespread positive response from community residents. Since 2010, the Company has held a blood donation event three times a year. Due to the effects of the COVID-19 pandemic in 2021, the blood donation events were suspended. From 2006 to 2019, a total of 3,517 units of blood had been donated. As a partner of blood donation centers, the Company has been commended by the blood donation centers every year. The Company launched "PSC donates to Child Welfare League Foundation for every order you place" charity activity in 2021. NT1.1 million was donated to Child Welfare League Foundation Little Helmsman Education Program. The Company participated the minority care public welfare activity held by Uni-President Corporation’s foundation to donate 400 Epidemic prevention kits to the elderly and schoolchildren to fulfill social responsibility. In 2022, we held the "Spotting Investment Fraud Smartly" event and seminar, inviting officials from regulatory authorities, commissioners from the Criminal Investigation Bureau's prevention division, investment consultants, and financial experts to discuss the latest issues surrounding investment fraud. The purpose was to raise awareness about the seriousness of and demonstrate our commitment to preventing investment fraud. The event had 8,114 participants, and the seminar had 1,723 views, 125 shares, and 348 comments, showcasing the sustainable impact of President Securities Corporation.
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President Securities Corporation
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Implementation Status Deviations from
Sustainable
Development Best
Evaluation Item Practice Principles
Yes No Abstract Explanation of TWSE/GTSM
Listed Companies”
and Reasons
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President Securities Corporation upholds the spirit of “giving back to the community what we take”, and we continue to dedicate ourselves to helping disadvantaged groups and to promote social welfare activities. C. Customer Rights We have assigned a spokesperson to be responsible for providing information to shareholders and investors, and for posting periodical and non-periodical financial and operating information on the government-operated MOPS website. We have also setup an "Investor Section" on our website where investors and shareholders can obtain information on the following: (1) President Securities’ design and sale of financial products adheres to all relevant laws and regulations. (2) Company introduction in Chinese and English. (3) Company financial statements. (4) Board of Director meeting Minutes. (5) Investor Suggestion Box, which is manned by Public Affairs personnel who are responsible for replying to all comments received. D. Employee Rights and Hiring Concerns (1) To boost work efficiency and solidarity among our employees, we place particular emphasis on benefits programs and labor relations, and thus ensure employee welfare in a comprehensive manner. (2) General accident insurance has been purchased for each of our branches and work premises so as to protect customer rights. Employer insurance has also been purchased so as to protect the interests of all employees. E. Rights of the stakeholders The Company respects rights of the stakeholders in expressing their opinions and has established a stakeholder section on the official website to build up a communication channel and to explain the Company’s sustainable development ideas and policies. For investors, employees, suppliers, customers, competent authority and community/NGO, the Company has established a communication platform, on which there are dedicated personnel to respond to any questions, to maintain good communication with the employees. F. Customer policy (1) Policy: “3 Goods and 1 Fair” ─ “Good Quality”, “Good Credibility”, “Good Service”, and “Fair Price”. This is combined with “Professional Leadership, Kind Service”, in providing all customers with comprehensive services. (2) Implementation: We have established a Customer Services Department—The Customer Service Center, which offers customers an avenue through which to register complaints, which operates a customer service hotline which is manned by customer service specialists who help to solve customer problems, and which ensures that all account correspondence sent to clients includes clear product risk warnings.
G. Ethical business operation at the Company and related implementation and Deviations from “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”
1. Ethical business operation
Our company has always applied the principle of “integrity and sustainable management”, to serve our customers sincerely. We also inherit the spirit of “3 Goods and 1 Fair”. We protect clients’ rights with flawless service. We pursue long-term, steady and balanced growth in the spirit of integrity management.
-
(1) The company has established “Ethical Corporate Management Best Practices Principles”, “Guidelines on Ethical Business Practice and Practice”, and “Fair Client Treatment Principles”, and strives to adhere to these concepts.
-
(2) The Company's management and financial information are disclosed and transparent in accordance with regulations, and in the 3rd Corporate Governance Evaluation System held by the competent authority, it was honored to be ranked among the top 5%.
-
(3) Insure company directors, supervisors, and managers’ liability insurance, also employees’ credit insurance.
-
(4) The Company is active in participating in community activities, and in fostering sustainable development sustainable development.
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2022 Annual Report
III. Corporate Governance
2. Ethical Corporate Management:
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Implementation Status Deviations from the
Ethical Corporate
Management Best
Evaluation Item
Yes No Abstract Illustration Practices Principles for
TWSE listed companies
and reasons
I. Establishment of ethical corporate
management policies and programs
A. Does the company declare its ethical ✓ A. 1. On August 23, 2012, the Board of Directors issued None
corporate management policies and "Ethical Corporate Management Best Practice Principles"
procedures, formulate the Ethical and revealed the principle in 2013 shareholders’ meeting.
Corporate Management Policy This proves the management’s commitment to Integrity
approved by the Board of Directors has management. And in March 2020, the Board of Directors
been formulated, and, in its guidelines approved the establishment of an ethical corporate
and external documents, as well as management task force which served under the Board
the commitment from its board and of Directors. In August 2020, the Board of Directors
management level to implement the approved the establishment of "Guidelines on Ethical
policies? Business Practice and Practice" . In addition, the Company’s
Sustainable Development report delivers information
regarding the Company’s efforts in and contributions to
fulfilling its social responsibilities to stakeholders. The
Company’s senior management and board members are
responsible during supervision in line with the principle of
integrity in the execution of business, in order to create a
business environment in support of sustainable development.
2. The Company’s Directors, Chairman, President, heads of
departments and consultants have all signed the Statement of
Compliance with Ethical Corporate Management Policy.
✓
B. The Company has explicitly prohibited any direct or indirect None
B. Has the company established an
offering, promising, requesting, or receiving of any improper
assessment mechanism designed to
benefits.
address the risk of unethical conduct,
regularly analyzed and evaluated 1. In addition to the Code of Ethical Business Practice, the
business activities with a high risk "Guidelines on Ethical Business Practice and Practice" was
of unethical conduct within the updated in August, 2020 to prevent dishonesty. In addition
business scope, as well as formulated to what is set out in the ethical Corporate Management Best
unethical conduct prevention programs Practice Principles, the Company has clearly stipulated
accordingly? Such measure should at measures in the work rules that are designed to facilitate the
least covers activities stated in Article adoption of preventive measures and the Company offers
2, Paragraph 7 of the ethical corporate education sessions, to implement the ethical corporate
management best-practice principles management policy.
for TWSE listed companies. 2. In 2022, based on the risk assessment items for dishonest
business activities formulated in the same year, the
Company's risk assessment for dishonest business activities
was determined to be "low risk."
C. Does the company establish policies ✓ C. To execute integrity management and prevent dishonesty, the None
to prevent unethical conduct with company adds related rules to corporate governess (Chapter
clear statements regarding relevant 10 article 48) in 2012, which authorized by the Ministry of
procedures, guidelines of conduct, Labor and publicly announced. Later in 2016, the Company
punishment for violation, rules of established Measures for Whistle-blowing related to Illegal
appeal, the commitment to implement and Unethical Conduct and revised these documents related
the policies, and reviewe / revise the to the Measures for Reporting of Illegal and Unethical
policies regularly? Conduct in 2019. Also, formulated the procedures for
ethical management and guidelines for conduct in August,
2020 in order to implement the Company’s work rules and
ethical corporate management principles, the Company
has encouraged the reporting of any illegal and unethical
conduct as well as established internal and external reporting
channels and processing procedures of the Company to
ensure integrity and ethical conduct within the Company.
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65
President Securities Corporation
-
Implementation Status Deviations from the Ethical Corporate Management Best
-
Evaluation Item Yes No Abstract Illustration Practices Principles for TWSE listed companies and reasons
-
II. Fufill ethical management A. Does the company evaluate business ✓ A. 1. Before engaging in any business relationship with any None partners’ ethical records and include agent, supplier, customer, or any other enterprise, we conduct ethics-related clauses in business a thorough examination of that party’s creditworthiness, contracts? so as to avoid entering into any transactions with noncreditworthy parties. Included in all agreements with third parties are provisions which allow for the early termination of such agreement in the event of any deceitful acts by that party. 2. PSC requires suppliers to sign a commitment to social responsibility and implement our code of conduct for ethical business practices.
-
B. Does the company establish an ✓ B. The Company has established the “Ethical Corporate None exclusively dedicated unit supervised Management Practice Team” under the Board of Directors by the Board to be in charge of and appointed the supervisor of Administration Department corporate ethical management, and on as the convener, who is responsible for assisting the Board a regular basis (at least once a year), and the management level to establish and supervise the report the status of unethical conduct implementation of ethical corporate management policies prevention programs, and the status of and protective measures and to ensure the execution of the supervision of implementation of Ethical Corporate Management Best Practice Principles. The related ethics policies to the Board of team reports to the Board of Directors annually Directors?
-
The implementation of ethical corporate management policies in 2022:
-
Policy announcement: The Company announce and promote the policies to the employees. The Administration Department announced “Developing the corporate culture under ethical corporate management” policy to prevent unethical behavior to 17,184 participants and 1,432 hours in 2022.
-
Training and education: Internal and external promotion, training and education on ethical management held by the Company: Corporate Governance Courses held in 2022, "Example of fair treatment of customers, anti-money laundering, insider trading, and personal data protection", with a total of 45 participants and 135 hours; "From AI to AI Plus: Embracing the Fintech Wave Head-On" with a total of 39 participants and 117 hours. Legal compliance for senior executives: "Competition law in the digital economy" with a total of 55 participants and 165 hours.
-
Obtained the ISO 14001 Environmental Management System certification and implemented the ISO 27001 Global Standard for Information Security in the Company.
-
In 2022, based on the risk assessment items for dishonest business activities formulated in the same year, the Company's risk assessment for dishonest business activities was determined to be "low risk."
-
The Company has established clear reporting channels, procedures, confidentiality measures, and a protection mechanism for whistleblowers.
-
(1) Reporting line: (02) 2748-8173
-
(2) Reporting email: [email protected]
-
(3) In written form: Delivery to auditing office chief auditor.
-
(4) address: 13F., No. 8, Dongxing Rd., Songshan Dist., Taipei City 105
-
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2022 Annual Report
III. Corporate Governance
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Implementation Status Deviations from the
Ethical Corporate
Management Best
Evaluation Item
Yes No Abstract Illustration Practices Principles for
TWSE listed companies
and reasons
C. Does the Company establish policies to ✓ C. President Securities’ board is subject to a high degree of None
prevent conflicts of interest and provide self-regulation, whereby any board motion that is suspected
appropriate communication channels of having the potential to create any conflict of interest with
for complaints and implement it? the board or with any of its representatives or proxies must
undergo evaluation and may not be included in the board
agenda or voted upon by such party, and also may not be
voted on by any representative or proxy of such party. Board
members should exercise self-regulation and should not
conspire to support one another’s improper actions.
In order to enable the Directors’ and managers’ conduct to be
in line with the ethical standards and stakeholders to better
understand the Company’s ethical standards, the Company
has established the “Codes of Ethical Conduct for Directors
and Managers of President Securities Corporation” in August
2018.
D. Has the company established effective ✓ D. 1. In 2022, based on the risk assessment items for dishonest None
systems for both accounting and business activities formulated in the same year, the
internal control to facilitate ethical Company's risk assessment for dishonest business activities
corporate management, has the internal was determined to be "low risk."
audit unit developed relevant audit 2. In order to ensure healthy and honest operations, the
plans based on the assessment results auditing office is required to submit a report on the adoption
of the analysis of the risk of unethical of the company’s principles for honest operation in its
conduct, and inspect for compliance annual audit report, and should ensure that such principles
with the unethical conduct prevention are included in the company’s Work Rules. The Committee
programs accordingly, or has the should also publish on the company website procedures for
company appointed CPAs to perform reporting problems and the corresponding punishments for
audits.? such offenses.
E. Does the company regularly hold ✓ E. The company regularly publishes “honest operation None
internal and external educational standards” and “honest operating procedure and
trainings on ethical management? regulations”, and promotes on the Company Website for all
employees.
III. Whistle-blowing system
A. Does the company establish a clear ✓ The Company has established “Guidelines for Handling Reports None
whistleblowing and reward system of Unlawful or Unethical Behavior”.
and set up a convenient channel for A. We have established a clear channel for receiving
reporting unethical activities and complaints:
reward system? Can the accused be 1. Complaint Hotline: (02) 2748-8173
reached by an appropriate person for 2. Complaint Email: [email protected]
follow-up? 3. Written Complaints: Complaints can be mailed or faxed to
our auditing office.
None
B. Has the company established ✓ B. Clear protocols for handling complaints have been
standard operating procedures for established as have confidentiality measures.
investigating any reported misconduct,
follow-up measures to be adopted
after investigations, and relevant
confidentiality mechanisms?
C. Does the company provide proper ✓ C. Clear measures have been put in place to protect those who None
whistleblower protection? register complaints.
IV. Strengthening information disclosure
Does the company disclose its ethical ✓ In keeping with the company’s ethical corporate management None
corporate management policies and policies, we endeavor to disclose procedures for ethical
results of its implementation on the corporate management both via intranet and via our offical
company's website and MOPS? website (www.pscnet.com.tw).
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67
President Securities Corporation
| Implementation Status | Implementation Status | Implementation Status | Deviations from the Ethical Corporate Management Best Practices Principles for TWSE listed companies and reasons |
||
|---|---|---|---|---|---|
| Evaluation Item | Yes | No | Abstract Illustration | ||
| V. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPExListed Companies, please describe any discrepancy between the policies and their implementation: There have been no differences. |
|||||
| VI. Other important information to facilitate a better understanding of the company's ethical corporate management practices (e.g., review and amend its policies): None. |
H. Corporate Governance Guidelines and Regulations
Except for the Corporate Governance Best Practice Principles, the Company has disclosed relevant rules and regulations that shall be established by law on the Company’s website (Investor Section/Corporate Governance) and the Market Observation Post System (MOPS).
I. Other Important Information Regarding Corporate Governance
The Company has disclosed relevant important information regarding corporate governance on the Company’s website (Investor Section/Corporate Governance) and the Market Observation Post System (MOPS).
68
2022 Annual Report
III. Corporate Governance
J. Internal Control Systems:
1. Internal Control Declaration:
Internal control declaration
Implementation of the internal control system of President Securities Corporation
Date: March 8, 2023.
The Company hereby declares the following based on its self -assessment result on the internal control system of 2022: I. The Company is fully aware that the Board of Directors and the management are responsible for the establishment, implementation, and maintenance of the internal control system and it is established accordingly. The purpose of establishing the internal control system is to reasonably ensure the fulfillment of operational effectiveness and efficiency (including profit, performance, and protection of assets safety), financial report reliability, timeliness, transparency and compliance with applicable rules, laws and regulations. II. The internal control system is designed with inherent limitations. No matter how perfect the internal control system is, it can only provide a reasonable assurance to the fulfillment of the three objectives referred to above. Moreover, the effectiveness of the internal control system could be affected by the changes of environment and circumstances. The Company’s internal control system is designed with a self-monitoring mechanism; therefore, the Company will take corrective actions upon identifying any nonconformity. III. The Company has assessed the design and operating effectiveness of the internal control system in accordance with the criteria provided in the “Regulations Governing the Establishment of Internal Control Systems by Service Enterprises in Securities and Futures Markets” (referred to as “the Regulations” hereinafter). The criteria defined in “the Regulations” include five elements depending on the management control process: 1. environment control, 2. risk assessment, 3. control process, 4. information and communication, and 5. supervision. Each of the five elements is then divided into a sub-category. Please refer to “the Regulations” for details. IV. The Company has implemented the criteria of the internal control system referred to above to inspect the design and operating effectiveness of internal control system. V. The Company, based on the inspection approach referred to above, has concluded that the internal control system (including the supervision and management over the subsidiaries) on December 31, 2022 is reasonably effective in achieving the objectives of operational effectiveness and efficiency, financial report reliability, timeliness, transparency and compliance with applicable rules, laws and regulations. Except for the attachment all above mentioned are valid. VI. The Statement is the main contents of the Company’s annual report and prospectus and will be made public. Any illegalities such as misrepresentations or concealments in the published contents mentioned above will be considered a breach of Articles 20, 32, 171, and 174 of the Securities and Exchange Act and Article 115 of Futures and Exchange Act, and entail legal responsibilities. VII. The Statement was resolved in the directors’ meeting with the 0 objection from the 19 attending board directors on March 8, 2023. The contents of the Statement have been accepted without any objection. President Securities Corporation Chairman: Lin, Kuan-Chen President: Tsai, Sen-Bu Chief Auditor: Hsu, Wen-Ling CISO: Lin, Jung-Hui
69
President Securities Corporation
President Securities Corporation Internal Control System Findings and Remediation Action Plans
| Area of Improvement | Improvement Measures | Expected improvement completion time |
|---|---|---|
| According to Official Letter No. 1100372879 and No. 11003728791 issued by the Financial Exam- ination Bureau on Janurary 11, 2022, Financial Examination Bureau had demanded the company to improve and imposed a penalty of NT$ 240,000 for the following defects: 1. There was an incident in which a broker was found to have accepted proxy telephone orders to trade securities from individuals who were not clients and had not provided a client appointment letter. According to Official Letter No. 1110380926 and No. 11103809261 issued by the Financial Examina- tion Bureau on March 8, 2022, Financial Examina- tion Bureau had demanded the company to improve and imposed a penalty of NT$ 720,000 for the following defects: 1. There was an incident in which the emerging stock quotation was not executed in accordance with professional judgment and obligations. According to Official Letter No. 1110360094 and No. 11103600941 issued by the Financial Exam- ination Bureau on December 30, 2022, Financial Examination Bureau had demanded the company to improve and imposed a penalty of NT$ 240,000 for the following defects: 1. There was an incident in which a broker accepted customer's in-person requests to trade stocks without asking them to fll out an order form. 2. There was an incident in which the personnel entering and exiting the trading room did not keep relevant records. 3. There was an incident in which a broker traded overseas structured products on behalf of a customer without confirming that the customer fully understood and reviewed the contracts. The Taipei Exchange conducted a routine audit of the Company from September 19 to October 4,2022 and issued a notice for improvement regarding the following operational defciencies: 1. Deficiencies in the local backup systems in certain areas were identified. 2. Inadequacies in the ratings of certain information systems. 3. Deficiencies in the access control of certain remote connection accounts. |
1. The identifed defciencies have been reported in management meetings and have been included in the high-risk level and of management KPI assessments. 1. We will upgrade soft and hardware specifications of the emerging stock quotation system and adjust position risk controls. 1. It has been announced and that the business personnel should comply with the regulations. 2. A card access system has been set up and records of personnel entering and exiting the trading room are kept. 3. It has been announced and that the business personnel should comply with the regulations. 1. For the deficiencies found in systems local backup, we will conduct drills based on system architecture and importance to enhance the overall security of the information environment. 2. For rating inadequacies found in information systems, we will make adjustments according to the regulations and actual operational situations. 3. For the deficiencies found in access control of remote accounts, we will take measures such as strengthening account authorization and modification mechanisms per regulations. |
Has improved Has improved Has disseminated Has improved Has disseminated 2023.6.30 2023.4.30 2023.4.30 |
Note: The penalties imposed by the Financial Supervisory Commission, including warnings or above or any fine of NT240,000 or more, shall be listed one by one as well.
2. If the company has commissioned external auditors to review the company’s internal control system, the external auditor’s report should be disclosed: Not applicable.
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2022 Annual Report
III. Corporate Governance
- K. Conviction of corporate or employees’ wrongdoings, Company’s punishment on employee for violation of internal control, major faults and improvements during recent fiscal period and to the publish date of the annual report. (If the result of any disciplinary action may have a significant impact on shareholders’ rights and interests or the price of securities, the content of the said action shall be specified.)
1. Punishments imposed on the Company and its internal personnel in accordance with laws
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Major faults Improvements
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| Major faults | Improvements |
|---|---|
| According to Ofcial Letter No.11003728791 issued by the Financial Examination Bureau on January 11, 2022 From July 1 to 14, 2021, the Financial Examination Bureau of the Financial Supervisory Commission conducted a special inspection on elderly fnancial consumer protection at the Company's headquarters, and found operational defciencies: Qian,○-Yu, a broker at headquarters was found to have had accepted telephone orders to trade securities from individuals who were not clients and had not provided a client appointment letter, which violated Article 18, Paragraph 2, Subparagraph 20 of the Regulations Governing Responsible Persons and Associated Persons of Securities Firms, as well as Article 37, Subparagraph 13 of the Regulations Governing Securities Firms. |
1. Qian,○-Yu, who violated Article 50 of the Work Rules, receives a written warning for her misconduct. 2. To prevent employees from violating the laws and regulations by accident, the Company reiterated its reminder for employees to comply with relevant regulations during their duties. Additionally, the Company also requested that managers provide necessary oversight to ensure their subordinates adhere to the rules. |
| According to Ofcial Letter No. Fu—1110500558 issued by the Taiwan Stock Exchange on March 4, 2022: On January 20 and 21, 2022, the Stock Exchange conducted an audit of the Hsinchu Branch, and found operational defciencies and outstanding matters to be handled: • During the period from September 2020 to September 2021, the entrusted trading personnel, Zhang,○-Ling, was involved in borrowing money from customers and held funds on behalf of customers. • This violates the provisions of Article 18, Paragraph 2 of the Operating Rules of the Taiwan Stock Exchange Corporation, as well as the Internal Control System Standards of Securities Dealers CA-11210 Trading and Deals (42), which stipulates that the company's responsi- ble persons, all levels of personnel and other employees must not violate Article 18 of the "Regulations Governing Responsible Persons and Associated Persons of Securities Firms" (Subparagraph 9 and 11 of Paragraph 2) when accepting customer orders to trade market- able securities or engaging in securities business. "Compliance obligations" and the internal control system established by the Company in accordance with the above-mentioned regula- tions. |
1. In accordance with the letter of Taiwan Stock Exchange Corporation Tai-Chung- Fu-Zi No. 1110500558, Zhang,○Ling, a business personnel, is suspended from performing duties for one month and will receive a written warning for her misconduct in accordance with Article 50 of Chapter 11 of the Company's Work Rules. 2. To ensure the implementation and compliance of internal control operations of the business and prevent employees from violating laws and regulations by accident, the Company reminded employees again to comply with relevant regulations of the business operations when performing the business. |
| According to Ofcial Letter No. Fu—1110501747 issued by the Taiwan Stock Exchange on June 22, 2022: On May 27th, 2022, the Taiwan Stock Exchange conducted an audit on the Company and identifed operational defciencies and outstanding items that need to be addressed: • The Company's internal control regulations for securities lending and borrowing did not include verifcation procedures to confrm whether the customer is an insider of the securities, and measures for immediate control in case an insider is identifed. This resulted in incomplete checkpoint controls and risk management mechanisms for securities lending and borrowing, leading to a violation of Article 37-1, paragraph 1 of the Regulations Governing Securities Borrowing and Lending by Securities Firms, as well as the Internal Control System Standards of Securities Dealers CA-19400 Securities Firms' Handling of Securities Borrowing and Lending, which stipulates that "efective internal control system should be established for securities lending and borrowing operations." This has resulted in the Company lending shares of a listed company to an insider, which is a violation. ...understand customer evaluation procedures and credit checking processes, handle securities lending and borrowing, and account management, and establish related risk management mechanisms. And in accordance with the internal control system established by PSC in accordance with the above-mentioned regulations. • When broker Ye,○-Qin accepted the opening of a securities lending and borrowing account for a customer, she failed to conduct a thorough credit investigation, which is a violation of Article 18, Paragraph 2 of the Operating Rules of the Taiwan Stock Exchange Corporation and Article 7, Paragraph 6 of the Operating Rules for Securities Lending by Securities Firms. |
1. In accordance with the letter of Taiwan Stock Exchange Corporation Tai-Chung-Fu- Zi No. 1110501747, Yeh,○-Chin is given a warning and will receive a warning for her misconduct in accordance with Article 50 of Chapter 11 of the Company's Work Rules. 2. To ensure the implementation and compliance of internal control operations of the business and prevent employees from violating laws and regulations by accident, the Company reminded employees again to comply with relevant regulations of the business operations when performing the business. |
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President Securities Corporation
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Major faults Improvements
----- End of picture text -----
| Major faults | Improvements |
|---|---|
| According to Ofcial Letter No. Fu—1110502262 issued by the Taiwan Stock Exchange on August 17, 2022: On July 20th, 2022, the Taiwan Stock Exchange Corporation conducted an audit on the Songjiang Branch and identifed operational defciencies and outstanding matters that need to be addressed: Lin,○-Hong, Business Deputy Manager, solicited and developed new customers through the PTT Broker website without the Company's consent, which is a violation of Article 18, Paragraph 2 of the Operating Rules of the Taiwan Stock Exchange Corporation and the Internal Control System Standards of Securities Dealers CA-18800 Management Of Advertising, Solicitation, And Promotional Activities-6. |
1. Lin,○-Hong received a warning in compliance with Article 50 of Chapter 11 of the Company's Work Rules as a reminder for failing to execute his duties properly. 2. To ensure the implementation and compliance of internal control operations of the business and prevent employees from violating laws and regulations by accident, the Company reminded employees again to comply with relevant regulations of the business operations when performing the business. |
| According to Ofcial Letter No. Fu—1110503009 issued by the Taiwan Stock Exchange on October 12, 2022: On September 20th and 21st, 2022, the Taiwan Stock Exchange Corporation conducted an audit on the Ren'ai Branch and identifed operational defciencies and outstanding matters that need to be addressed: • Broker Li,○-Wei received orders and made decisions on behalf of clients regarding trading prices outside the business premises, which violates Article 18, Paragraph 2 of the Operating Rules of the Taiwan Stock Exchange Corporation, Announcement No. 26691 issued on September 1st, 1999, and Article 8, Subparagraph 3 of the Regulations Governing Brokerage Contracts of Securities Brokers. • Broker Wang,○-Qi accepted orders to trade securities from an agent without an authorization letter, which is a violation of Article 18, Paragraph 2 and Article 75, Subparagraph 6 of the Operating Rules of the Taiwan Stock Exchange. |
1. In accordance with the letter of Taiwan Stock Exchange Corporation Tai-Chung-Fu-Zi No. 1110503009 and in accordance with Article 50 of Chapter 11 of the Company's Work Rules, Li,○-Wei and Wang,○-Qi are each given a warning for their misconduct. 2. To ensure the implementation and compliance of internal control operations of the business and prevent employees from violating laws and regulations by accident, the Company reminded employees again to comply with relevant regulations of the business operations when performing the business. |
| According to Ofcial Letter No. Fu—1110503231 issued by the Taiwan Stock Exchange on October 31, 2022: On September 23rd and 26th, 2022, the Taiwan Stock Exchange Corporation conducted an audit on the Zhongli Branch and identifed operational defciencies and outstanding matters that need to be addressed: Business personnel acting as intermediaries in arranging loans for customers is an violation of the provisions of Article 18, Paragraph 2 of the Operating Rules of the Taiwan Stock Exchange Corporation, as well as the Internal Control System Standards of Securities Dealers CA-11210 Trading and Deals (42), which stipulates that the company's responsible persons, all levels of personnel and other employees must not violate Article 18 of the "Regulations Governing Responsible Persons and Associated Persons of Securities Firms" (Subparagraph 9 of Paragraph 2) when accepting customer orders to trade marketable securities or engaging in securities business. "Compliance obligations" and the internal control system established by the Company in accordance with the above-mentioned regulations. |
1. In accordance with the letter of Taiwan Stock Exchange Corporation Tai-Chung- Fu-Zi No. 1110503231, Cheng,○-Ying is suspended from performing duties for one month and receives a written warning for her misconduct in accordance with Article 50 of Chapter 11 of the Company's Work Rules. 2. To ensure the implementation and compliance of internal control operations of the business and prevent employees from violating laws and regulations by accident, the Company reminded employees again to comply with relevant regulations of the business operations when performing the business. |
| According to Letter No. 11103600941 and Penalty Letter No. 1110360094 issued by the Financial Supervision Commission on December 30, 2022: The FSC conducted an audit at the Sanchung Branch in April 2022, and found that while the business personnel conducted overseas structured product trading business for clients, in the "Client Declaration" section of the faxed transaction instructions, there were instances where the business personnel ticked the box without the client agreeing to waive the 3-day review period, in violation of Article 22, Paragraph 1, Subparagraph 3, Item 2 of the Regulations Governing Offshore Structured Products Management: before conducting the trading of offshore structured products, the relevant contract shall be provided. Except for professional investors who explicitly state that they have fully reviewed and signed, the review period shall not be less than 3 days. |
1. Pursuant to Article 50, Chapter 11 of the Working Principles, the following personnel are given a warning: Sales Associate Manager Wu,○-Zhen, Sales Manager Qian, ○-Chi, and Sales Manager Zhan,○-Han. 2. To ensure the implementation and compliance of internal control operations of the business and prevent employees from violating laws and regulations by accident, the Company reminded employees again to |
72
2022 Annual Report
III. Corporate Governance
-
Major faults Improvements
-
According to Letter No. 11103600941 and Penalty Letter No. 1110360094 issued by the 1. A warning was given to Sales Manager Lin, Financial Supervision Commission on December 30, 2022: ○ -Ling who violated Article 50, Chapter 11 The FSC conducted an audit of the Chengzhong Branch in June 2022 and found that business of the Work Principles. personnel violated the internal control standards of the securities firm, CA-11210, regarding 2. To ensure the implementation and the entrusted trading and transaction operations, specifically in relation to section (1)-1. When compliance of internal control operations clients buy or sell securities in person, they should fill out the order form themselves and sign of the business and prevent employees from it, but this was not followed. violating laws and regulations by accident, the Company reminded employees again to comply with relevant regulations of the business operations when performing the business.
-
—
-
According to Official Letter No. Fu 1110503982 issued by the Taiwan Stock Exchange on 1. A warning has been sent to the brokers based January 3, 2023: on TSE Letter No. 1110503982. On December Taiwan Stock Exchange Corporation conducted an audit on Renai Branch on December 9 and 30, 2022, pursuant to Article 50, Chapter 12 in 2022 and found operational deficiencies that need to be addressed. 11 of the Company's Working Principles, the following penalties were imposed to the
-
Brokers Li, ○ -Wei and Wang, ○ -Qi accepted orders to trade securities from an agent brokers:
-
without an authorization letter, which is a violation of Article 18, Paragraph 2 and Article 75, Subparagraph 4 of the Operating Rules of the Taiwan Stock Exchange. (1) Sales Associate Manager Li, ○ -Wei: One minor infraction and two warnings recorded.
-
(2) Sales Junior Manager: Wang, ○ -Qi: One minor infraction recorded.
-
(3) Branch Associate Manager Chiu, ○ -Kai: One warning recorded for not fulfilling the management responsibility.
-
- To ensure the implementation and compliance of internal control operations of the business and prevent employees from violating laws and regulations by accident, the Company reminded employees again to comply with relevant regulations of the business operations when performing the business.
-
According to Official Letter No. Fu — 1120500557 issued by the Taiwan Stock Exchange on 1. Pursuant to Article 135 Item 2 and Article March 2, 2023: 144 of the Operating Rules of the Taiwan On December 27 and 28, 2022, the Taiwan Stock Exchange Corporation conducted an audit on Stock Exchange Corporation, as well as the headquarters and identified operational deficiencies and outstanding matters that need to TWSE Letter No. 1120500557 and the be addressed: regulations of the Company, the punishment given to Personnel Wu, ○ -De is as follows:
-
• Pursuant to Article 135, Paragraph 2, and Article 144 of the Operating Rules of the Taiwan Stock Exchange Corporation. (1) Pursuant to TWSE Letter No. 1120500557: The personnel is not allowed to perform
-
• Trading personnel Wu, ○ -De violated the following rule: the business for one month.
-
- Sales personnel acting as a fund safekeeper for his mother and younger sister is a violation (2) According to the provisions of 200-P-114
-
of the provisions of Article 18, Paragraph 2 of the Operating Rules of the Taiwan Stock Rewards and Punishments Regulations
-
Exchange Corporation, as well as the Internal Control System Standards of Securities 5.13.1: due to conducting the prohibited
-
Dealers CA-11210 Trading and Deals (42), which stipulates that the company's responsible behaviors in their business, and being
-
persons, all levels of personnel and other employees must not violate Article 18 of the punished by the competent authority,
-
"Regulations Governing Responsible Persons and Associated Persons of Securities Firms" besides following the procedures specified (Subparagraph 11 of Paragraph 2) when accepting customer orders to trade marketable in the competent authority's letter, a minor
-
securities or engaging in securities business. "Compliance obligations" and the internal infraction is also recorded.
-
control system established by the Company in accordance with the above-mentioned regulations. 2. To ensure the implementation and compliance of internal control operations of the business
-
- For those who are unable to confirm the reason and take appropriate measures and report and prevent employees from violating laws
-
it regarding the customer's inquiry letter on the account statement, it is a violation of the and regulations by accident, the Company
-
provisions of Article 18, Paragraph 2 of the Operating Rules of the Taiwan Stock Exchange reminded employees again to comply with
-
Corporation, as well as the Internal Control System Standards of Securities Dealers CArelevant regulations of the business operations
-
11140 Client Account Management (5)-5, which stipulates that "... for those who have not when performing the business.
-
been delivered and have not replied, the reasons should be identified and reported to the general manager (or the branch manager in the case of a branch) for appropriate action to be taken... ", including the internal control system established by the Company in accordance with the above-mentioned regulations.
73
President Securities Corporation
L. Major Resolutions of Shareholders Meeting and Board of Directors Meeting
1. Major resolutions of 2022 General Shareholders Meeting: Executed according to the resolution of the General Shareholders Meeting.
-
2022 Annual General Shareholders Meeting
-
(1) Matters to be ratified
| Proposal 1 Proposed for approval of 2021 Business Report and Consolidated and Individual Financial Statements |
Proposal 1 Proposed for approval of 2021 Business Report and Consolidated and Individual Financial Statements |
|---|---|
| Explanation | 1. 2021 Consolidated and Individual Financial Statements of the Company was audited and certified by accountant Lin, Se-Kai, Lo, Chiao-Sen from PwC. 2. Business Report as well as Consolidated and Individual Financial Statements were approved by the 4th Meeting of the 12th Board of Directors on March 8, 2022, and reviewed by the Audit Committee. 3. Please refer to Appendix 1 and Appendix 3 of the Meeting Manual for relevant information. |
| Resolution | The Company's shareholders present have total votes of 981,071,250, of which approval votes 963,772,484 (including electronic votes of 742,586,465), disapproval votes 343,447 (including electronic votes of 343,447), abstention votes/no votes 16,955,319 (including electronic votes of 16,852,319), and invalid votes 0; the approval votes account for 98.236747%, over half of the total votes of the shareholders present. The proposal made by the Board of Directors was approved as it was. |
| Proposal 2 Proposed for approval of 2021 profit distribution |
|
| Explanation | 1. The Company's 2021 earnings distribution was conducted in accordance with laws and the Company's Articles of Incorporation. (refer to Appendix 4 of the Meeting Manual) 2. For the calculation of the 2021 proft to be distributed, an decreasing adjustment of NT$106,421,343 in the remeasurement of defned beneft plan ; in addition, legal reserve (10%) and special reserve (20%) shall be listed by law. In accordance with Jin-Guan-Zheng-Tou No. 1080321644, training expense NT3,413,183 for FinTech transformation in 2021 was used to reverse special reserve. Distributable earnings in 2021 amounted to NT$2,755,671,141, and the cash dividends to be paid was NT$2,751,521,239; a cash dividend of NT$1.89 would be paid per share. After approved at the shareholders' meeting, it is planned to invite the shareholders' meeting to authorize the Board of Directors to set the base date for ex-rights, ex-dividends and capital increasing. 3. In the future, if there is a change in the number of outstanding shares, it is planned to authorize the Board of Directors to adjust the allocation ratio according to the total number approved by the the shareholders' meeting via resolution and the number of the Company's ordinary shares actually in circulation on the record date for ex-dividends ; if the dividend allocated to shareholders is less than NT$1, the amount will be transferred to the Company's Employee Welfare Committee. |
| Resolution | The Company's shareholders present have total votes of 981,071,250, of which approval votes 965,564,221 (including electronic votes of 744,378,202), disapproval votes 363,646 (including electronic votes of 363,646), abstention votes/no votes 15,143,383 (including electronic votes of 15,040,383), and invalid votes 0; the approval votes account for 98.419377%, over half of the total votes of the shareholders present. The proposal made by the Board of Directors was approved as it was. |
| Execution | On June 23, 2022, the Company announced that the ex-dividend date was July 18, 2022, and the payout of cash dividends was completed on August 5, 2022. |
(2) Matters to be discussed
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Proposal 1 Amendments to the Articles of Incorporation are proposed for discussion.
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| Proposal 1 Amendments to the Articles of Incorporation are proposed for discussion. |
Proposal 1 Amendments to the Articles of Incorporation are proposed for discussion. |
|---|---|
| Explanation | 1. According to Presidential Order NO.11000115851, which announced the amendment of Company Act Article 172- 2. A company may explicitly provide for in its Articles of Incorporation that its shareholders’ meeting can be held by means of visual communication network, partly visual communication network or other methods promulgated by the central competent authority. 2. Please refer to Appendix 5 of the Meeting Manual for relevant information. |
| Resolution | The Company’s shareholders present have total votes of 981,071,250, of which approval votes 963,326,562 (including electronic votes of 742,140,543), disapproval votes 358,860 (including electronic votes of 358,860), abstention votes/no votes 17,385,828 (including electronic votes of 17,282,828, and invalid votes 0; the approval votes account for 98.191294%, over half of the total votes of the shareholders present. The proposal made by the Board of Directors was approved as it was. |
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2022 Annual Report
III. Corporate Governance
| Proposal 2 The procedures for Acquisition or Disposal of Assets are revised in response to the letter from the competent authority and they are submitted for discussion. |
Proposal 2 The procedures for Acquisition or Disposal of Assets are revised in response to the letter from the competent authority and they are submitted for discussion. |
|---|---|
| Explanation | 1. Revised in accordance with the Jin-Guan-Zheng-Quan Letter No. 11103804655. 2. In accordance with the amendments to“Regulations Governing the Acquisition and Disposal of Assets by Public Companies” issued by the FSC, dated January 28, 2022, the procedures for Acquisition and Disposal of Assets should be amended. 3. For the comparison table of amendments to “procedures for Acquisition and Disposal of Assets”, please see meeting agenda Appendix VI. |
| Resolution | The Company’s shareholders present have total votes of 981,071,250, of which approval votes 963,388,267 (including electronic votes of 742,202,248), disapproval votes 349,334 (including electronic votes of 349,334), abstention votes/no votes 17,333,649 (including electronic votes of 17,230,649, and invalid votes 0; the approval votes account for 98.197584%, over half of the total votes of the shareholders present. The proposal made by the Board of Directors was approved as it was. |
| Proposal 3 Amendments to Rules Governing the Proceedings of Shareholder Meetings are submitted for discussion. |
|
| Explanation | 1. According to March 8, 2022 Letter No. Taiwan-Stock-Governance-11100042501 of the Taiwan Stock Exchange Corporation. 2. Please refer to Appendix 7 of the Meeting Manual for relevant information. |
| Resolution | The Company’s shareholders present have total votes of 981,071,250, of which approval votes 963,367,745 (including electronic votes of 742,181,726), disapproval votes 385,426 (including electronic votes of 385,426), abstention votes/ no votes 17,318,079(including electronic votes of 17,215,079), and invalid votes 0; the approval votes account for 98.195492%, over half of the total votes of the shareholders present. The proposal made by the Board of Directors was approved as it was. |
Note: Please refer to the Market Observatory Post System—Annual Reports and Shareholders Meetings (including depositary receipt information) for relevant appendices of the meeting.
2. Major Resolutions during the Board of Directors Meetings in 2021 and to the Publish Date of the Annual Report: Executed according to the resolution of the Board of Directors Meeting.
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Meeting Item Resolution
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| Meeting | Item | Resolution |
|---|---|---|
| 2022.03.08 The 4th Board meeting of the 12th Board of Directors |
1. Review of 2021 Business Report and Consolidated and Individual Financial Statements. 2. The proposal for 2021 proft sharing remuneration ratio for employees and directors. 3. The proposal for 2021 proft sharing remuneration for employees and directors. 4. 2021 Earnings Distribution. 5. Convene 2022 Annual Shareholders' Meeting. 6. CPA independence and competency evaluation. 7. Dissolution of overseas investment President Securities (Hong Kong), President Wealth Management (Hong Kong), and President Securities (Nominee) Ltd. 8. Report Statement of the 2021 Internal Control System. 9. Amendment to Internal control system of Information System Department. 10. Report the overall implementation status of information security. 11. The implementation status of the principle of fair treatment to consumers in 2021. 12. Application for the issuance of an ETN linked to the "HSTECHF", "HSCEI2LI", and "HSISI". 13. Revision of the Chinese name of the indexes to which ETNs are linked. 14. Revision of the name of structured products. 15. Disclosure of qualitative information for risk management. 16. Application of Global Master Repurchase Agreement (GMRA) for foreign bond with fnancial institutions. 17. Amendment to internal control system for brokerage business. 18. Amendment to the brokerage service fee rate and discount policy operating system. 19. Amendment to the Procedures for Handling Consumer Disputes. 20. Application of increase in the credit lines of non-restricted purpose loans for Taoyuan Branch customers. |
All Directors present voted in favor of the resolution without any objection. |
75
President Securities Corporation
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Meeting Item Resolution
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| Meeting | Item | Resolution |
|---|---|---|
| 2022.03.08 The 4th Board meeting of the 12th Board of Directors |
21. Application of increase in the credit lines of non-restricted purpose loans for Changhua Branch customers. 22. Application of increase in the credit lines of securities lending for foreign company customers. 23. Increased the number of upstream securities frms for accepting orders to trade foreign securities. 24. Change of managers. 25. Amendment to Capital Market Department performance bonus policy. 26. Alternative business premises are searched for futures dealers as remote backup sites. 27. Amendment to the Articles of Incorporation. 28. Report 2021 legal compliance risk assessment report. 29. The Company's 2021 money laundering and terrorist fnancing risk assessment report. 30. Statement of internal control over AML/CFT. 31. Amendment to the anti-money laundering and counter terrorist fnancing procedures and plans. 32. Applied for short-term credit lines from fnancial institutions. 33. Applied for short-term credit lines in foreign currencies from fnancial institutions for OSUs. |
All Directors present voted in favor of the resolution without any objection. |
| 2022.05.05 The 5th Board meeting of the 12th Board of Directors |
1. Apply for foreign currency call loan business. 2. Establishment of Conficts of interest avoidance policy. 3. Amendments to Rules and Procedures of the Shareholders' Meeting. 4. Amendments to 2022 Shareholders' Meeting Agenda. 5. Amendments to Procedures for the Acquisition or Disposal of Assets. 6. Addition of headquarter business premise registration. 7. Amendments to the operating procedures for the wealth management business. 8. Amendments to Internal control system for brokerage business. 9. Set up level of authority management mechanism for limit of non-restricted purpose loans business. 10. Applied for an increase in the limit of non-restricted purpose loans for branch customers. 11. Change of managers. 12. The proposal regarding change of department managers. 13. 2021 employee remuneration distribution proposal for managers. 14. Implementation of the Principle of fair treatment to consumers from January to March in 2022. 15. Applied for credit line for short-term loans from fnancial institutions. 16. OSU applied for short-term loan credit line in foreign currencies from fnancial institutions. |
All Directors present voted in favor of the resolution without any objection. |
| 2022.06.23 The 6th Board meeting of the 12th Board of Directors |
1.Proposal regarding setting the record date for ex-dividends. 2.The proposal has been withdrawn as approved by all the directors present. 3.Established domestic CBAS personnel procedures for the Quantitative Trading Department. 4.Application for fxed income CBAS with Grand Bills Finance. 5.Revised Regulations for Conficts of Interest in Proprietary Trading Business. 6.Changes of managers. 7.Opening of new branch for the headquarters' brokerage business. |
All Directors present voted in favor of the resolution without any objection. |
| 2022.08.23 The 7th Board meeting of the 12h Board of Directors |
1. Discussed the Company's 2022 Q2 individual fnancial statements and the consolidated fnancial statements. 2. Amendment to internal control system. 3. Modifcation of information security policy. 4. Stock trading case of subsidiary PSC Venture Capital Investment limited Company. 5. Emerging Market Internal Operation Rule. 6. Renewal of liability insurance for Directors and key personnel. 7. Periodic review and evaluation of the policy and structure for the remuneration of the Company's Directors. |
All Directors present voted in favor of the resolution without any objection. |
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2022 Annual Report
III. Corporate Governance
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Meeting Item Resolution
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| Meeting | Item | Resolution |
|---|---|---|
| 2022.08.23 The 7th Board meeting of the 12h Board of Directors |
8. Dismissal of consultant. 9. Change of managers. 10. The implementation status of the principle of fair treatment to consumers from April to June in 2022. 11. Amendments to the policies and strategies of the principle of fair hospitality. 12. Applied for credit line for short-term loans from fnancial institutions. 13. Applied for credit line for short-term loans in foreign currencies from fnancial institutions for OSU. |
All Directors present voted in favor of the resolution without any objection. |
| 2022.11.03 The 8th Board meeting of the 12th Board of Directors |
1. Proposal for amendments to the rules governing Board Meetings. 2. Amendment to Internal Control System of Information System Department. 3. Amendment to internal control system for brokerage business. 4. Amended the professional investor statement and the KYC review and management procedures. 5. Periodic review and application for maintaining credit line for unsecured loans. 6. Application for raising margin loan quota for brokerage customers. 7. Change of managers. 8. Implementation of the Principle of fair treatment to consumers from July to September in 2022. 9. Write of bad debt of 2022. 10. Applied for credit line for short-term loans from fnancial institutions. 11. Applied for credit line for short-term loans in foreign currencies from fnancial institutions for OSU. |
All Directors present voted in favor of the resolu- tion without any objection. |
| 2022.12.22 The 9th Board meeting of the 12th Board of Directors |
1. Report 2023 annual audit plan. 2.Formulated the Internal Control System for Branches without Full-Time Internal Auditors. 3. Application of providing structured products with foreign currency principal linked to foreign currency bond options (non-principal-protected). 4. 2023 budget and operation plan. 5. Established the limits for the Company's overall and departmental risk in 2023. 6. Revised the Risk Management Measures. 7.Amendment to Internal Control System of Information System Department. 8.Amendment to Internal control system for Settlements and Trading Decisions. 9.Amendment to the Procedures for Handling Consumer Disputes. 10. Change of managers. 11.Amendments to Sustainable Development Best-Practice Principles. 12. Periodic review and evaluation of the remuneration policy and structure for the Company's senior executives and managers. 13.Change of Chief Internal Audit. |
All Directors present voted in favor of the resolution without any objection. (For proposal 13, Auditor Huang, Sha- Mei avoided) |
| 2023.3.8 The 10th Board meeting of the 12th Board of Directors |
1. Review of 2022 Business Report and Consolidated and Individual Financial Statements. 2. Accountant independence and competency evaluation. 3. Report the overall implementation status of information security. 4. Disclosure of qualitative information for risk management. 5. Established an ESG Investment Management Policy. 6. Increased the number of upstream securities firms for commissioned transactions in foreign securities business 7. Proposal for people in authority (managerial officers) to serve as the directors and supervisors concurrently at subsidiaries in which the Company has invested. 8. The proposal for 2022 profit sharing remuneration ratio for employees and directors. 9. The proposal for 2022 profit sharing remuneration for employees and directors. 10. 2022 Earnings Distribution. 11. Amended the Articles of Incorporation. 12. Report 2022 legal compliance risk assessment report. 13. The Company’s 2022 money laundering and terrorist financing risk assessment report. 14. Internal Control Certification on AML/CFT and Insider Trading. 15. Submitted the Statement of the 2022 Internal Control System. |
All Directors present voted in favor of the resolution without any objection. |
77
President Securities Corporation
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Meeting Item Resolution
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| Meeting | Item | Resolution |
|---|---|---|
| 2023.3.8 The 10th Board meeting of the 12th Board of Directors |
16. Amendment to internal control system. 17. Convene 2023 Annual Shareholders' Meeting. 18. The implementation status from October to December in 2022 and annual self-assessment of the principle of fair treatment to consumers. 19. Applied for credit line for short-term loans from financial institutions. 20. Applied for credit line for short-term loans in foreign currencies from financial institutions for OSU. 21. Applied for foreign currencies interbank call loan limits from financial institutions. |
All Directors present voted in favor of the resolution without any objection. |
-
M. Document or written statement that states different opinions by board members or supervisors against the approved major resolutions by the board meeting in recent fiscal period and to the publish date of the annual report: None.
-
N. Resignation or Dismissal of the Company’s Key Individuals, Including the Chairman, CEO, and Heads of Accounting, Finance, Internal Audit, Corporate Governance Officer and R&D:
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Position Previous Position Holder New Position Holder Effective Date
Chief Internal
Huang, Sha-Mei Hsu,Wen-Ling 2023.2.23
Auditor
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IV. Information Regarding the Company’s Audit Fee and Independent Auditor
- A. Range of Auditing Fee
Unit: NT$ thousands
| Accounting Firm | Name of CPA | Period Covered by CPA’s Audit |
Audit Fee | Non-audit Fee | Total | Remarks |
|---|---|---|---|---|---|---|
| PwC Taiwan | Lin, Se-Kai Lo, Chiao-Sen |
2022.01.01- 2022.12.31 |
5,820 | 7,889 (Note) |
13,709 | (Note) |
Note: Non-audit expenses include Information security evaluation service, attestation of Tax Returns, transfer pricing profit indicator analysis, certification and consultation on Corporate Social Responsibility reports, consultation services on disclosure recommendations for climate-related financial information (TCFD), and reviewing financial status explanations for capital increase investment cases, certification service for salary information checklist for nonexecutive full-time employees, financial indicator description.
-
B. If there is any change in the appointed in dependent auditors and the Company’s annual auditing expenses decreased simultaneously, information regarding the amount, percentage and reasons for the decrease in auditing expenses shall be disclosed: None , not Applicable.
-
C. Auditing expenses decreased by 10% in comparison to the previous year, information regarding the amount, percentage and reason for the decrease in auditing expenses shall be disclosed: None , not Applicable.
V. Replacement of CPA: None.
VI. If the Company’s Chairman, President, or managers responsible for financial and accounting affairs have held any position in the accounting firm or its affiliates during the past year, all relevant information should be disclosed: None.
78
2022 Annual Report
III. Corporate Governance
VII. Net Change in shareholdings and in shares pledged by directors, supervisors, manages, and shareholders holding more than a 10% share in the Company.
Unit: Share
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2022 As of April 2, 2023
Title Name Holding Increase Pledged Holding Holding Increase Pledged Holding
Increase Increase
(Decrease) (Decrease)
(Decrease) (Decrease)
Director Kai Nan Investment Co., Ltd. 0 0 0 0
Director Canking Investment Co., Ltd. 0 0 0 0
Director Leg Horn Investment Co., Ltd. 0 0 0 0
Director Hui Tung Investment Co., Ltd. 0 0 0 0
Director Ta Le Investment Holding Co., Ltd. 0 0 (100,000) 0
Director China F.R.P. Corp. 0 0 0 0
Director Duh, Bor-Tsang 0 0 0 0
Director Juang, Jing-Yau 0 0 0 0
Director Lee, Tzong-Shiun 0 0 0 0
Independent Director Pai, Chun-Nan 0 0 0 0
Independent Director Song, Yung-Fong 0 0 0 0
Independent Director Horng, Yuan-Chuan 0 0 0 0
Independent Director Liang, Yann-Ping 0 0 0 0
President Tsai, Sen-Bu 0 0 0 0
Proprietary Trading Department
Yang, Kai-Chih 0 0 0 0
Executive Vice President
Finance Department Vice
An, Chi-Li 0 0 0 0
President
Quantitative Trading
Huang, Jung-Jen 0 0 0 0
Department Vice President
Financial Product Department
Pu, Chien-Heng 0 0 0 0
Vice President
Capital Market Department
Wei, Chih-Hsu 0 0 0 0
Vice President
Fixed Income Department Vice
Yeh, Ming-Chieh 0 0 0 0
President
Shareholder Services
Department Sales Vice Chueh, Chih-Chung (10,000) 0 0 0
President
Huang, Sha-Mei
Auditing Office Chief Auditor 0 0 0 0
(Dismissed in 2023.02.23)
Hsu,Wen-Ling
Auditing Office Chief Auditor 0 0 0 0
(Appointed on 2023.02.23)
Administration Department
Yu, Hung-Chieh 4,000 0 0 0
Senior Assistant Vice President
Information System
Department Senior Assistant Lin, Jung-Hui 0 0 0 0
Vice President
Quantitative Trading Senior
Department Assistant Vice Lee, Chien-Hsin 0 0 0 0
President
Quantitative Trading Senior
Department Assistant Vice Chien, Pang-Yen 0 0 0 0
President
Corporate Client Department
Fan, Tsung-En 0 0 0 0
Assistant Vice President
President Office Corporate
Governance Senior Assistant Chen, Nai-Chen 0 0 0 0
Vice President
----- End of picture text -----
79
President Securities Corporation
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----- Start of picture text -----
2022 As of April 2, 2023
Title Name Holding Increase Pledged Holding Holding Increase Pledged Holding
Increase Increase
(Decrease) (Decrease)
(Decrease) (Decrease)
Compliance Division Assistant
Hung, Ying-Che 0 0 0 0
Vice President
Finance Department Assistant
Su, Wei-Lun 0 0 0 0
Vice President
Financial Product Department
Chang, Chung-Lin 0 0 0 0
Assistant Vice President
Shareholder Services
Department Assistant Vice Chang, Shao-Ping 53,612 0 (53,000) 0
President
Settlement & Clearing
Department Assistant Vice Wu, Sheng-Yu 0 0 0 0
President
Capital Market Department
Chen, Chia-Chang 0 0 0 0
Assistant Vice President
Capital Market Department
Chiang, Chang-Kuen 0 0 0 0
Assistant Vice President
Information System
Department Assistant Vice Hu, I-Der 0 0 0 0
President
Capital Market Department
Lin, Wei-Hung 0 0 0 0
Assistant Vice President
Capital Market Department
Hsu, Hui-Chun 0 0 0 0
Assistant Vice President
Settlement & Clearing
Department Assistant Vice Huang, Chi-Ming 0 0 0 0
President
Risk Control Office
Chang, Ping-Chuan 0 0 0 0
Assistant Vice President
Corporate Client Department
Yu, Yi-Cheng 0 0 0 0
Assistant Vice President
Corporate Client Department
Lee, Yi-Jen 0 0 0 0
Assistant Vice President
General Affairs Department
Chen, Shu-Fen 0 0 0 0
Assistant Vice President
Brokerage Department Vice
Chang, Hung-Shuo 0 0 0 0
President
Brokerage Department District
Lin, Li-Lin 0 0 0 0
Supervisor
Brokerage Department District
Chien, Chia-Nan 0 0 0 0
Supervisor
Brokerage Department Vice
Chou, Da-Kuang 0 0 0 0
District Supervisor
Global Institutional Service
Department Senior Assistant Wang, Shi-Cheng 0 0 0 0
Vice President
Brokerage Department Debit
Chu, Chen-Pu 0 0 0 0
Center Assistant Vice President
Brokerage Department
Digital Business Department Wei, Lien 0 0 0 0
Senior Manager
Brokerage Department
Product Origination and
Chen, Yu-Heng 0 0 0 0
Management Division
Assistant Vice President
----- End of picture text -----
80
2022 Annual Report
III. Corporate Governance
==> picture [542 x 722] intentionally omitted <==
----- Start of picture text -----
2022 As of April 2, 2023
Title Name Holding Increase Pledged Holding Holding Increase Pledged Holding
Increase Increase
(Decrease) (Decrease)
(Decrease) (Decrease)
Brokerage Department
Digital Finance Division Liu, Chun-Liang 0 0 0 0
Assistant Vice President
Wealth Management and
Trust Department Assistant Kao, Hsiu- Lin 0 0 0 0
Manager
Tunghsing Equity Department
Chiu, Shyh-Tyng 232,303 0 3,999 0
Manager
Tunghsing
Kao, Jung 0 0 0 0
Business Section 1 Manager
Tunghsing Equity Department
Tsai, Shu-Mei (7,000) 0 0 0
Manager
Kaohsiung Branch Manager Wu, Huan-Chung 0 0 0 0
Dunnan Branch Manager Chiang, Chen -Hsiung 0 0 0 0
Zhongli Branch Manager Chiang, Tsong-Shyan 0 0 0 0
Chengzhong Branch Manager Cheng, Chih-Ming 0 0 0 0
Chengzhong Branch Manager Chao, Cheng 0 0 0 0
Tainan Branch Manager Hsieh, Chia-Hsi 70,400 0 (61,400) 0
Taichung Branch Manager Hsu, Jui-Ming 0 0 0 0
Hsinchu Branch Manager Lee, Chin-Yi 0 0 0 0
Chiayi Branch Manager Huang, Hsiang-En 0 0 0 0
Pingtung Branch Manager Chen, Chia-Yu 0 0 0 0
Keelung Branch Manager Hung, Chien- Han 0 0 0 0
Yonghe Branch Manager Wu, Han-Chang 0 0 0 0
Xin Taichung Branch Manager Chung, Hui-Ju (35,867) 0 0 0
Hsinying Branch Manager Chou, Kuo-Hsiang 0 0 0 0
Changhua Branch Manager Yu, Fu-Tsun 0 0 0 0
Taoyuan Branch Manager Chiu, Ming-Kai 0 0 0 0
Yuanlin Branch Manager Chiang, Shih-Fang 0 0 0 0
Sanchung Branch Manager Chang, Shih-Min 0 0 0 0
Shilin Branch Manager Hsu, Fu-Chiang 0 0 0 0
Shilin Branch
Chang, Chia-Ming 1,000 0 0 0
Business Section 2 Manager
Panchiao Branch Manager Lo, Shih-Hong 0 0 0 0
Sanduo Branch Manager Tai, Hung- Da 0 0 0 0
Szichih Branch Manager Lin, Yu-Ju 0 0 0 0
Ilan Branch Manager Chiang, Jen-Chu (939) 0 0 0
Nanjing Branch Manager Chou, Da-Kuang 0 0 0 0
Kinmen Branch Manager Kang, Wen-Chieh 0 0 0 0
Tucheng Branch Manager Kao, Ming-Chou 0 0 0 0
Songjiang Branch Manager Hsh, Hua-Show 0 0 0 0
Neihu Branch Manager Tseng, Chien-Ming 0 0 0 0
Renai Branch Manager Wu, Yueh-Chung 0 0 0 0
Pingzhen Branch Manager Li, Shu-Jung 0 0 0 0
Zhunan Branch Manager Su,Yung-Sheng 0 0 0 0
Offshore Securities Unit Branch
Chang, Hung-Shuo 0 0 0 0
Manager
10% Shareholder Uni-President Enterprises Corp 0 0 0 0
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81
President Securities Corporation
VIII. Information Disclosing the Relationship between any of the Company’s Top Ten Shareholders
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----- Start of picture text -----
As of April 2, 2023
Shareholding
The relationship between any of the
Shareholding Spouse & Minor by Nominee
Name Arrangement Company’s Top Ten Share holders Remarks
Shares % Shares % Shares % Name Relation
1. President Chain Investees for whom
Uni-President Store Corp. valuation is conducted
417,516,621 28.678 0 0 0 0 NA
Enterprises Corp. 2. Kai Nan Investment under the equity
Co., Ltd. method
Lo, Chih-Hsien
Kao, Shiow- Ling
Delegate of
0 0 4,018,979 0.276 0 0 Delegate of Kao Spouse NA
Uni-President
Chyuan Inv. Co., Ltd.
Enterprises Corp.
President Securities
Corporation - Trust 46,959,512 3.225 0 0 0 0 NA NA NA
Account
Kai Nan Investment Uni-President
42,253,212 2.902 0 0 0 0 Note 2 NA
Co., Ltd. Enterprises Corp.
President Chain Uni-President
40,545,111 2.785 0 0 0 0 Note 2 NA
Store Corp. Enterprises Corp.
Lo, Chih-Hsien Kao, Shiow- Ling
Delegate of Kai Nan 0 0 4,018,979 0.276 0 0 Delegate of Kao Spouse NA
Investment Co., Ltd. Chyuan Inv. Co., Ltd.
Tainan Spinning Hsin Yung Hsing
34,096,102 2.342 0 0 0 0 Note 3 NA
Co., Ltd. Investment Co., Ltd.
Eternal Materials
33,366,767 2.291 0 0 0 0 NA NA NA
Co., Ltd.
Kao Chyuan Inv.
32,988,828 2.265 0 0 0 0 NA NA NA
Co., Ltd.
Kao, Shiow- Ling Lo, Chih-Hsien
Delegate of Kao Delegate of Uni-
4,018,979 0.276 0 0 0 0 Spouse NA
Chyuan Inv. Co., President Enterprises
Ltd. Corp.
Dr. C. Y. Kao’s Non-
Profit Foundation of
Culture & Education 18,975,361 1.303 0 0 0 0 NA NA NA
(In Memory of His
Mother)
Canking Investment
17,947,517 1.232 0 0 0 0 NA NA NA
Co., Ltd.
Hsin Yung Hsing Tainan Spinning Co.,
15,711,845 1.079 0 0 0 0 Note 3 NA
Investment Co., Ltd. Ltd.
----- End of picture text -----
Note 1: The shareholding ratio was calculated based on the 1,455,831,343 shares of the share capital of President Securities Corporation. Note 2: Affiliates of Uni-President Enterprises Corp.
Note 3: Hsin Yung Hsing Investment Co., Ltd. is director of Tainan Spinning Co., Ltd.
82
2022 Annual Report
III. Corporate Governance
IX. Ownership of Shares in Affiliated Enterprises
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----- Start of picture text -----
As of April 2, 2023
Ownership by the Direct or Indirect Ownership by
Total Ownership
Affiliated Enterprises Company Directors, Supervisors, Managers
Shares % Shares % Shares %
President Futures Co., LTD 63,817,303 96.69 0 0 63,817,303 96.69
President Capital Management Corp. 30,000,000 100.00 0 0 30,000,000 100.00
President Securities (Hong Kong) Limited 192,600,000 100.00 0 0 192,600,000 100.00
President Securities (Nominee) Limited 1,000,000 100.00 0 0 1,000,000 100.00
President Wealth Management (HK) Ltd. 23,400,000 100.00 0 0 23,400,000 100.00
Jin Yuan President Securities Limited (Note2) 735,000,000 49.00 0 0 735,000,000 49.00
Uni-President Asset Management Corporation 14,904,630 42.46 12,000 0.03 14,916,630 42.49
President Insurance Agency Co., Ltd. 1,000,000 100.00 0 0 1,000,000 100.00
PSC Venture Capital Investment Company Limited 30,000,000 100.00 0 0 30,000,000 100.00
----- End of picture text -----
Note 1: President Securities (Hong Kong) Limited, President Securities Nominee Limited, President Wealth Management (Hong Kong) Limited was approved by the board of directors to deal with the dissolution and liquidation matters. The liquidation process is currently in progress. Note 2: Jin Yuan President Securities Limited has no shares issuing, and carried out a capital increase in September 2022, PSC with a total capital contribution of CNY $735 Million after the increase.
X. Name and position of the employees with the top ten amounts of bonuses as well as the total amounts of the top ten bonuses
==> picture [430 x 181] intentionally omitted <==
----- Start of picture text -----
Unit: NT$ thousands
Name Title Bonuses (Note)
Tsai, Sen-Bu President
Chang, Hung-Shuo Vice President
Lin, Li-Lin District Assistant Vice President
Chien, Chia-Nan District Assistant Vice President
An, Chi-Li Vice President
3,924
Yeh, Ming-Chieh Vice President
Huang, Jun-Jen Vice President
Pu, Chien-Heng Vice President
Yang, Kai-Chih Executive Vice President
Lin, Jung-Hui Senior Assistant Vice President
----- End of picture text -----
Note 1: Receive employee bonuses for 2021 in 2022.
Note 2: The sequence is arranged based on the department codes.
83
President Securities Corporation
XI. Training of Directors and Supervisors
==> picture [541 x 585] intentionally omitted <==
----- Start of picture text -----
Date of
Title Name Date Organization Course Credit
Inauguration
Taiwan Institute of From AI to AI Plus: Embracing the Fintech
2022.08.23 3
Directors Wave Head-On
Lin, Kuan-
Chen
Chairman Delegate of Kai 2021.07.20 Discussion on corporate Governance
Nan Investment Taiwan Institute of Regulations: Fair Treatment of Customers,
2022.05.05 3
Co., Ltd Directors Anti-Money Laundering, Insider Trading,
and Personal Data Protection
Taiwan Institute of From AI to AI Plus: Embracing the Fintech
2022.08.23 3
Directors Wave Head-On
Liu, Tsung-Yi
Delegate of Kai
Director 2021.07.20 Discussion on corporate Governance
Nan Investment
Taiwan Institute of Regulations: Fair Treatment of Customers,
Co., Ltd. 2022.05.05 3
Directors Anti-Money Laundering, Insider Trading,
and Personal Data Protection
Discovering New Driving Forces for Future
Taiwan Institute of
2022.10.18 Development and Creating Innovative 3
Directors
Brand Strategies.
Taiwan Institute of From AI to AI Plus: Embracing the Fintech
2022.08.23 3
Chen, Kuo-Hui Directors Wave Head-On
Delegate of Kai
Director 2021.07.20
Nan Investment Discussion on corporate Governance
Co., Ltd. Taiwan Institute of Regulations: Fair Treatment of Customers,
2022.05.05 3
Directors Anti-Money Laundering, Insider Trading,
and Personal Data Protection
Taiwan Institute of Subscription: A New Trend in Business
2022.04.20 3
Directors Models
Discovering New Driving Forces for Future
Taiwan Institute of
2022.10.18 Development and Creating Innovative 3
Directors
Brand Strategies
Taiwan Institute of From AI to AI Plus: Embracing the Fintech
2022.08.23 3
Directors Wave Head-On
Hsieh Hung,
Taiwan Stock
Hui-Tzu Industry-themed promotion of the roadmap
2022.07.27 Exchange, Taipei 2
Director Delegate of Kai 2021.07.20 for sustainable development
Exchange
Nan Investment
Co., Ltd.
Discussion on corporate Governance
Taiwan Institute of Regulations: Fair Treatment of Customers,
2022.05.05 3
Directors Anti-Money Laundering, Insider Trading,
and Personal Data Protection
Taiwan Institute of Subscription: A New Trend in Business
2022.04.20 3
Directors Models
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84
2022 Annual Report
III. Corporate Governance
==> picture [541 x 720] intentionally omitted <==
----- Start of picture text -----
Date of
Title Name Date Organization Course Credit
Inauguration
Discovering New Driving Forces for Future
Taiwan Institute of
2022.10.18 Development and Creating Innovative 3
Directors
Brand Strategies
Lu, Li-An
Discussion on corporate Governance
Delegate of Kai
Director 2021.07.20 Taiwan Institute of Regulations: Fair Treatment of Customers,
Nan Investment 2022.05.05 3
Directors Anti-Money Laundering, Insider Trading,
Co., Ltd.
and Personal Data Protection
Taiwan Institute of Subscription: A New Trend in Business
2022.04.20 3
Directors Models
Discovering New Driving Forces for Future
Taiwan Institute of
2022.10.18 Development and Creating Innovative 3
Directors
Brand Strategies
Taiwan Institute of From AI to AI Plus: Embracing the Fintech
2022.08.23 3
Chen, Ching-Yi Directors Wave Head-On
Delegate of Kai
Director 2021.07.20
Nan Investment Discussion on corporate Governance
Co., Ltd. Taiwan Institute of Regulations: Fair Treatment of Customers,
2022.05.05 3
Directors Anti-Money Laundering, Insider Trading,
and Personal Data Protection
Taiwan Institute of Subscription: A New Trend in Business
2022.04.20 3
Directors Models
Discovering New Driving Forces for Future
Taiwan Institute of
2022.10.18 Development and Creating Innovative 3
Directors
Brand Strategies
Chen, Yi-Ling
Delegate of Kai
Director 2021.07.20 Discussion on corporate Governance
Nan Investment
Taiwan Institute of Regulations: Fair Treatment of Customers,
Co., Ltd. 2022.05.05 Directors Anti-Money Laundering, Insider Trading, 3
and Personal Data Protection
Taiwan Institute of Subscription: A New Trend in Business
2022.04.20 3
Directors Models
Taiwan Institute of From AI to AI Plus: Embracing the Fintech
2022.08.23 3
Directors Wave Head-On
Teng, Wen-Hwi
Delegate of Kai
Director 2021.07.20 Discussion on corporate Governance
Nan Investment
Taiwan Institute of Regulations: Fair Treatment of Customers,
Co., Ltd. 2022.05.05 3
Directors Anti-Money Laundering, Insider Trading,
and Personal Data Protection
Taiwan Institute of From AI to AI Plus: Embracing the Fintech
2022.08.23 3
Lee, Chi-Ming Directors Wave Head-On
Delegate of
Director Hui Tung 2021.07.20 Discussion on corporate Governance
Investment Co., Taiwan Institute of Regulations: Fair Treatment of Customers,
2022.05.05 3
Ltd. Directors Anti-Money Laundering, Insider Trading,
and Personal Data Protection
Taiwan Institute of From AI to AI Plus: Embracing the Fintech
Chang, Ming- 2022.08.23 3
Directors Wave Head-On
Chen
Delegate of
Director 2021.07.20 Discussion on corporate Governance
Leg Horn Taiwan Institute of Regulations: Fair Treatment of Customers,
Investment Co., 2022.05.05 3
Directors Anti-Money Laundering, Insider Trading,
Ltd.
and Personal Data Protection
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85
President Securities Corporation
==> picture [541 x 712] intentionally omitted <==
----- Start of picture text -----
Date of
Title Name Date Organization Course Credit
Inauguration
Tu, Li-Yang
Discussion on corporate Governance
Delegate of Ta
Taiwan Institute of Regulations: Fair Treatment of Customers,
Director Le Investment 2021.07.20 2022.05.05 3
Directors Anti-Money Laundering, Insider Trading,
Holding Co.,
and Personal Data Protection
Ltd.
2022.11.23 Securities and Latest trends in international carbon tariffs 3
Futures Institute and responses
Taiwan Corporate
Corporate Governance from the
2022.11.22 Governance 3
Lee, Yee-Ching Perspective of Human Rights Policies
Association
Delegate of Ta
Director Le Investment 2022.07.01
Taiwan Corporate
Holding Co., 2022.09.30 Governance Adapting Corporate Governance to 3
Ltd. Uncertainties in the International Order
Association
Taiwan Corporate The Virtual World Explosion: Future
2022.09.23 Governance Developments of Metaverse and 3
Association Cryptocurrency Blockchain
Taiwan Institute of From AI to AI Plus: Embracing the Fintech
2022.08.23 3
Directors Wave Head-On
Lee, Shu-Fen
Delegate of
Director 2021.07.20 Discussion on corporate Governance
China F.R.P.
Taiwan Institute of Regulations: Fair Treatment of Customers,
Corp. 2022.05.05 Directors Anti-Money Laundering, Insider Trading, 3
and Personal Data Protection
Taiwan Institute of From AI to AI Plus: Embracing the Fintech
2022.08.23 3
Directors Wave Head-On
The New Economy in the Post-
Taiwan Institute of
2022.08.09 Convergence Era: A Case Study on the 3
Directors
Digital Transformation Ecosystem.
Director Duh, Bor-Tsang 2021.07.20 Taiwan Institute of Opportunities and Challenges of the ESG
2022.05.09 3
Directors Trend
Discussion on corporate Governance
Taiwan Institute of Regulations: Fair Treatment of Customers,
2022.05.05 3
Directors Anti-Money Laundering, Insider Trading,
and Personal Data Protection
Taiwan Institute of From AI to AI Plus: Embracing the Fintech
2022.08.23 3
Directors Wave Head-On
Lee, Tzong-
Director 2021.07.20 Discussion on corporate Governance
Shiun
Taiwan Institute of Regulations: Fair Treatment of Customers,
2022.05.05 3
Directors Anti-Money Laundering, Insider Trading,
and Personal Data Protection
The New Economy in the Post-
Taiwan Institute of
2022.08.09 Convergence Era: A Case Study on the 3
Directors
Digital Transformation Ecosystem.
Taiwan Institute of Opportunities and Challenges of the ESG
2022.05.09
Director Juang, Jing-Yau 2021.07.20 Directors Trend.
Discussion on corporate governance
Taiwan Institute of regulations - focusing on fair treatment of
2022.05.05 3
Directors customers, anti-money laundering, insider
trading, and personal data protection.
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86
2022 Annual Report
III. Corporate Governance
==> picture [541 x 395] intentionally omitted <==
----- Start of picture text -----
Date of
Title Name Date Organization Course Credit
Inauguration
Taiwan Institute of From AI to AI Plus: Embracing the Fintech
2022.08.23 3
Directors Wave Head-On
Independent Liang, Yann-
2021.07.20
Director Ping
Discussion on corporate governance
Taiwan Institute of regulations - focusing on fair treatment of
2022.05.05 3
Directors customers, anti-money laundering, insider
trading, and personal data protection.
Taiwan Institute of From AI to AI Plus: Embracing the Fintech
2022.08.23 3
Directors Wave Head-On
Independent
Pai, Chun-Nan 2021.07.20 Discussion on corporate governance
Director
Taiwan Institute of regulations - focusing on fair treatment of
2022.05.05 3
Directors customers, anti-money laundering, insider
trading, and personal data protection.
Taiwan Institute of From AI to AI Plus: Embracing the Fintech
2022.08.23 3
Directors Wave Head-On
Independent Song, Yung-
2021.07.20 Discussion on corporate governance
Director Fong
Taiwan Institute of regulations - focusing on fair treatment of
2022.05.05 3
Directors customers, anti-money laundering, insider
trading, and personal data protection.
Taiwan Institute of From AI to AI Plus: Embracing the Fintech
2022.08.23 3
Directors Wave Head-On
Independent Horng, Yuan-
2021.07.20 Discussion on corporate governance
Director Chuan
Taiwan Institute of regulations - focusing on fair treatment of
2022.05.05 3
Directors customers, anti-money laundering, insider
trading, and personal data protection.
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87
President Securities Corporation
XII. Manager Learning
==> picture [542 x 662] intentionally omitted <==
----- Start of picture text -----
Title Name Date Organization Credit Course
From AI to AI Plus: Embracing the Fintech
2022.08.23 Taiwan Institute of Directors 3
Wave Head-On
Lin,
Chairman Kuan-Chen Discussion on corporate governance regulations
- focusing on fair treatment of customers, anti-
2022.05.05 Taiwan Institute of Directors 3
money laundering, insider trading, and personal
data protection.
From AI to AI Plus: Embracing the Fintech
2022.08.23 Taiwan Institute of Directors 3
Wave Head-On
President Tsai, Sen-Bu Discussion on corporate governance regulations
- focusing on fair treatment of customers, anti-
2022.05.05 Taiwan Institute of Directors 3
money laundering, insider trading, and personal
data protection.
Executive
Yang, From AI to AI Plus: Embracing the Fintech
Vice 2022.08.23 Taiwan Institute of Directors 3
Kai-Chih Wave Head-On
President
From AI to AI Plus: Embracing the Fintech
2022.08.23 Taiwan Institute of Directors 3
Wave Head-On
Vice Huang,
President Jun-Jen Discussion on corporate governance regulations
- focusing on fair treatment of customers, anti-
2022.05.05 Taiwan Institute of Directors 3
money laundering, insider trading, and personal
data protection.
From AI to AI Plus: Embracing the Fintech
2022.08.23 Taiwan Institute of Directors 3
Wave Head-On
Vice Pu,
President Chien-Heng Discussion on corporate governance regulations
- focusing on fair treatment of customers, anti-
2022.05.05 Taiwan Institute of Directors 3
money laundering, insider trading, and personal
data protection.
From AI to AI Plus: Embracing the Fintech
2022.08.23 Taiwan Institute of Directors 3
Wave Head-On
Vice Yeh,
President Ming-Chieh Discussion on corporate governance regulations
- focusing on fair treatment of customers, anti-
2022.05.05 Taiwan Institute of Directors 3
money laundering, insider trading, and personal
data protection.
From AI to AI Plus: Embracing the Fintech
2022.08.23 Taiwan Institute of Directors 3
Wave Head-On
Vice Chang,
President Hung-Shuo Discussion on corporate governance regulations
- focusing on fair treatment of customers, anti-
2022.05.05 Taiwan Institute of Directors 3
money laundering, insider trading, and personal
data protection.
From AI to AI Plus: Embracing the Fintech
2022.08.23 Taiwan Institute of Directors 3
Wave Head-On
Vice Wei,
President Chih-Hsu
2022.05.11 Taiwan Securities Association 3 Causes and Countermeasures of Financial Fraud
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88
2022 Annual Report
III. Corporate Governance
==> picture [543 x 735] intentionally omitted <==
----- Start of picture text -----
Title Name Date Organization Credit Course
From AI to AI Plus: Embracing the Fintech
2022.08.23 Taiwan Institute of Directors 3
Wave Head-On
Sales Vice Chueh,
President Chih-Chung Discussion on corporate governance regulations
- focusing on fair treatment of customers, anti-
2022.05.05 Taiwan Institute of Directors 3
money laundering, insider trading, and personal
data protection.
From AI to AI Plus: Embracing the Fintech
2022.08.23 Taiwan Institute of Directors 3
Wave Head-On
Vice
President An, Chi-Li Discussion on corporate governance regulations
- focusing on fair treatment of customers, anti-
2022.05.05 Taiwan Institute of Directors 3
money laundering, insider trading, and personal
data protection.
From AI to AI Plus: Embracing the Fintech
2022.08.23 Taiwan Institute of Directors 3
Wave Head-On
Chief Huang,
Auditor Sha-Mei Discussion on corporate governance regulations
- focusing on fair treatment of customers, anti-
2022.05.05 Taiwan Institute of Directors 3
money laundering, insider trading, and personal
data protection.
From AI to AI Plus: Embracing the Fintech
2022.08.23 Taiwan Institute of Directors 3
Wave Head-On
Senior
Assistant Yu,
Vice Hung-Chieh Discussion on corporate governance regulations
President 2022.05.05 Taiwan Institute of Directors 3 - focusing on fair treatment of customers, anti-
money laundering, insider trading, and personal
data protection.
From AI to AI Plus: Embracing the Fintech
2022.08.23 Taiwan Institute of Directors 3
Wave Head-On
Senior
Assistant
Lin, Jung-Hui
Vice Discussion on corporate governance regulations
President - focusing on fair treatment of customers, anti-
2022.05.05 Taiwan Institute of Directors 3
money laundering, insider trading, and personal
data protection.
From AI to AI Plus: Embracing the Fintech
2022.08.23 Taiwan Institute of Directors 3
Wave Head-On
Assistant
Hung,
Vice Discussion on corporate governance regulations
Ying-Che
President - focusing on fair treatment of customers, anti-
2022.05.05 Taiwan Institute of Directors 3
money laundering, insider trading, and personal
data protection.
From AI to AI Plus: Embracing the Fintech
2022.08.23 Taiwan Institute of Directors 3
Wave Head-On
Assistant
Wu,
Vice Discussion on corporate governance regulations
Sheng-Yu
President - focusing on fair treatment of customers, anti-
2022.05.05 Taiwan Institute of Directors 3
money laundering, insider trading, and personal
data protection.
From AI to AI Plus: Embracing the Fintech
2022.08.23 Taiwan Institute of Directors 3
Wave Head-On
Assistant
Chang,
Vice Discussion on corporate governance regulations
Ping-Chuan
President - focusing on fair treatment of customers, anti-
2022.05.05 Taiwan Institute of Directors 3
money laundering, insider trading, and personal
data protection.
----- End of picture text -----
89
President Securities Corporation
IV. Capital Structure
IV. Capital Structure
I. Shareholders’ equity
A. Source of Capital
Types of shares issued in the most recent year prior to the publication date of this annual report
==> picture [485 x 371] intentionally omitted <==
----- Start of picture text -----
Authorized Share Capital Capital Stock Remark
Month/ Issue Price
Capital Increase
Year (Per Share) 1,000 Amount (NT$ 1,000 Amount (NT$ Sources of
by Assets Other Other
shares thousands) shares thousands) Capital
than Cash
Apr- Treasury Stock
10 1,500,000 15,000,000 1,185,706 11,857,062 None Note 1
2009 Retired
Aug- Capital Increase
10 1,500,000 15,000,000 1,231,933 12,319,334 None Note 2
2010 by Earning
Aug- Capital Increase
10 1,500,000 15,000,000 1,304,646 13,046,456 None Note 3
2011 by Earning
Dec- Treasury Stock
10 1,500,000 15,000,000 1,284,582 12,845,816 None Note 4
2011 Retired
Aug- Capital Increase
10 1,500,000 15,000,000 1,323,119 13,231,191 None Note 5
2012 by Earning
Mar- Treasury Stock
10 1,500,000 15,000,000 1,303,796 13,037,961 None Note 6
2016 Retired
May- Treasury Stock
10 1,500,000 15,000,000 1,295,248 12,952,481 None Note 7
2016 Retired
July- Capital Increase
10 1,500,000 15,000,000 1,335,666 13,356,657 None Note 8
2016 by Earning
Aug- Capital Increase
10 1,500,000 15,000,000 1,390,428 13,904,280 None Note 9
2017 by Earning
May- Treasury Stock
10 1,500,000 15,000,000 1,372,390 13,723,900 None Note 10
2019 Retired
Aug- 10 1,500,000 15,000,000 1,399,838 13,998,378 Capital Increase None Note 11
2020 by Earning
Sep- Capital Increase
10 1,500,000 15,000,000 1,455,831 14,558,313 None Note 12
2021 by Earning
----- End of picture text -----
-
Note 1: Approved by the Financial Supervisory Commission Jin Kuan Cheng3 Tzu No.0980003793 on January 23, 2009.
-
Note 2: Approved by the Financial Supervisory Commission Jin Kuan Cheng1 Tzu No.0990037293 on July 19, 2010.
-
Note 3: Approved by the Financial Supervisory Commission Jin Kuan Cheng1 Tzu No.1000033006 on July 15, 2011.
-
Note 4: Approved by the Financial Supervisory Commission Jin Kuan Cheng1 Tzu No.0970064519 on November 24, 2008 and approved by the Financial Supervisory Commission Jin Kuan Cheng1 Tzu No.1010002095 on January 18, 2012 for the capital change.
-
Note 5: Approved by the Financial Supervisory Commission Jin Kuan Cheng1 Tzu No.1010030875 on July 12, 2012.
-
Note 6: Approved by the Financial Supervisory Commission Jin Kuan Cheng Jiao Tzu No.1040048944 on November 23, 2015.
-
Note 7: Approved by the Financial Supervisory Commission Jin Kuan Cheng Jiao Tzu No.1050010487 on March 31, 2016.
-
Note 8: Effective after reporting to the Financial Supervisory Commission on July 5, 2016 and approved by Ministry of Economic Affairs Jin So Sun Tzu No.10501197070 on August 10, 2016.
-
Note 9: Effective after reporting to the Financial Supervisory Commission on July 3, 2017 and approved by Ministry of Economic Affairs Jin So Sun Tzu No.10601121960 on August 28, 2017.
-
Note 10: Approved by the Financial Supervisory Commission Jin Kuan Cheng Jiao Tzu No.1080305980 on March 5, 2019.
-
Note 11: Effective after reporting to the Financial Supervisory Commission on June 29, 2020 and approved by Ministry of Economic Affairs Jin So Sun Tzu No.10901155560 on August 24, 2020.
-
Note 12: Effective after reporting to the Financial Supervisory Commission on July 26, 2021 and approved by Ministry of Economic Affairs Jin So Sun Tzu No.11001166540 on September 17, 2021.
-
Note 13: As of April 2, 2023, there are no cases where the shares are issued below the par value, and nothing other than cash is used as payments and private placement.
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2022 Annual Report
IV. Capital Structure
1. Type of Stock
Unit: Share
| Type of Stock | Authorized Share Capital | Authorized Share Capital | Authorized Share Capital | Remark | |
|---|---|---|---|---|---|
| Issued Shares (Note) | Unissued Shares | Total | |||
| Common Stock | 1,455,831,343 44,168,657 1,500,000,000 Listed on TWSE |
Shelf Registration: None.
B. Structure of Shareholders
As of April 2, 2023
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Structure of Foreign
Shareholders Government Financial Other Personal Institutions
Institutional Total
Agencies Institutions Shareholders and Personal
Quantity Shareholders Shareholders
Number of Holders 0 0 281 58,399 184 58,864
Number of Shares 0 0 801,645,564 532,995,266 121,190,513 1,455,831,343
Ownership (%) 0 0 55.065 36.611 8.324 100
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C. Distribution Profile of Share Ownership
1. Common Shares
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As of April 2, 2023
Shareholders Ownership Number of
Ownership Ownership (%)
(Unit:Share) Shareholders
1 ~ 999 23,745 2,565,092 0.176
1,000 ~ 5,000 21,243 46,433,345 3.189
5,001 ~ 10,000 5,812 41,668,953 2.862
10,001 ~ 15,000 2,718 32,412,408 2.226
15,001 ~ 20,000 1,191 20,929,298 1.438
20,001 ~ 30,000 1,330 32,189,618 2.211
30,001 ~ 40,000 643 22,142,284 1.521
40,001 ~ 50,000 435 19,473,374 1.338
50,001 ~ 100,000 881 60,890,675 4.183
100,001 ~ 200,000 432 58,912,564 4.047
200,001 ~ 400,000 235 64,698,569 4.444
400,001 ~ 600,000 60 28,665,078 1.969
600,001 ~ 800,000 27 18,565,765 1.275
800,001 ~ 1,000,000 20 17,947,590 1.233
Over 1,000,001 92 988,336,730 67.888
Total 58,864 1,455,831,343 100.000
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2. Preferred Shares: None.
D. Major Shareholders
| 2. Preferred Shares: None. Major Shareholders |
2. Preferred Shares: None. Major Shareholders |
2. Preferred Shares: None. Major Shareholders |
|---|---|---|
| As of April 2, 2023 | ||
| Shareholding Shareholders | Number of Shares | Ownership (%) |
| Uni-President Enterprises Corp. 417,516,621 28.678 |
||
| President Securities Corporation - Trust Account 46,959,512 3.225 |
||
| Kai Nan Investment Co., Ltd. 42,253,212 2.902 |
||
| President Chain Store Corp. 40,545,111 2.785 |
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President Securities Corporation
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Shareholding Shareholders Number of Shares Ownership (%)
Tainan Spinning Co., Ltd. 34,096,102 2.342
Eternal Materials Co., Ltd. 33,366,767 2.291
Kao Chyuan Investment Co., Ltd. 32,988,828 2.265
Dr. C. Y. Kao’s Non-Profit Foundation of Culture &
18,975,361 1.303
Education (In Memory of His Mother)
Canking Investment Co., Ltd. 17,947,517 1.232
Hsin Yung Hsing Investment Co., Ltd. 15,711,845 1.079
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Note: The shareholding ratio was calculated based on the 1,455,831,343 shares of the share capital of President Securities Corporation.
E. Market Price Per Share, Net Value, Earnings & Dividends for Latest Two Years
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Years
2021 2022 2023Q1
Item
Highest 28.13 21.91 17.45
Market Price
Per Share Lowest 16.15 13.85 15.50
(Note 1)
Average 22.03 17.12 16.57
Before Distribution 21.763 20.414 (Note 6)
Net Worth
Per Share
After Distribution (Note 2) 19.873 - -
Weighted Average Shares
1,455,831 1,455,831 1,455,831
Earnings Per (thousand shares)
Share
Earnings Per Share 2.75 0.5 (Note 6)
Cash Dividends (NT$) 1.89 0.39 -
- - -
Retained Earnings
Stock
Dividends
Dividends Additional Paid-in
Per Share - - -
Capital
Accumulated Undistributed
Dividend - - -
Price/Earnings Ratio (Note 3) 8.01 34.24 -
Return on
Price/Dividend Ratio (Note 4) 11.65 43.89 -
Investment
Cash Dividend Yield (Note 5) 8.58% 2.28% -
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Note 1: The market price per share is adjusted retrospectively based on earnings distribution.
Note 2: The net worth per share after distribution is filled in based on the distribution determined via resolution at the shareholders’ meeting in the next year.
Note 3: Price / Earning Ratio = Average Market Price / Earnings per Share
Note 4: Price / Dividend Ratio = Average Market Price / Cash Dividends per Share
Note 5: Cash Dividend Yield Rate = Cash Dividends per Share / Average Market Price
Note 6: According to the “Regulations Governing Information to be Published in Annual Reports of Public Companies”, as of the date of printing of the annual report, the net value per share and earnings per share have not yet been audited by the accountant and therefore are exempt from disclosure.
F. Dividend Policy and Implementation Status
1. Dividend Policy
We take a policy of dividend payment to maintain sound long-term financial structure and stabilize continual growth to maximize benefits to shareholders, in the following manners:
(1) With regard to the surplus for the year (net of taxes payable and losses from previous years),
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2022 Annual Report
IV. Capital Structure
after portions have been set aside in surplus reserves in accordance with the law and set aside or transferred to the special reserve in accordance with regulations, the balance and undistributed earnings (beginning of the year) may not be distributed if they do not make up at least five percent of paid-in capital.
-
(2) The total amount of dividend shall not be below 70% of the allocable profit as per the preceding paragraph.
-
(3) Out of the dividend which can be allocated according to the preceding paragraph, stock dividend shall not be below 50% and cash dividend shall not exceed 50%.
-
(4) Taking the operation situation of the year and the fiscal plan of next year into consideration, the company may decide the best stock and cash dividend on its discretion.
2. Proposed Distribution of Dividend
The Board adopted a proposal for 2022 profit distribution at its Meeting on March 8, 2023, and the proposal to distribute 2022 profits is a cash dividend of NT$0.39 per share .
G. Impacts of Stock Dividends on Operation Results and EPS: Not Applicable.
H. Compensation of Employees, Directors and Supervisors
1. Information Relating to Compensation of Employees, Directors and Supervisors in the Articles of Incorporation
The Board of Directors passed a motion on January 27, 2016 amending the Company’s Articles of Incorporation, which stated 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. This amendment was approved in the 2016 shareholders’ meeting.
2. Estimate Foundation of Employee Compensation and Directors’ Remuneration
The Company’s profit in 2022 was based on the income before taxes after deducting the bonuses to the employees and Directors; it was estimated that the bonuses for the employees and Directors accounted for 2% of the income before taxes, respectively. If there were differences between the actual amount and the estimated figures, the profit and loss of 2023 would be adjusted accordingly.
3. Profit Distribution of Year 2022 Approved in Board of Directors Meeting for Compensation of Employees and Directors
- (1) The amount of bonuses to the employees, Directors, and Supervisors in the forms of cash or shares. If differences are found in the estimated expenses of the year, the differences, cause, and handling of the differences shall be disclosed.
On March 8, 2023, the Board of Directors passed the proposed allocation of 2% employees’ compensation and 2% remuneration for directors and supervisor in 2022 as follows:
Total employees’ compensation of NT$19,014,210 and total directors’ remuneration of
NT$19,014,210.There was no difference between the estimates and the actual distributions approved
at the Board Meeting for Employee bonus and Director/Supervisor compensation.
- (2) Ratio of employee bonuses in shares on net profit and total employee bonuses for the period:
There were no employee bonuses in shares for the current period.
4. Information of 2021 Distribution of Compensation of Employees, Directors and Supervisors
On March 8, 2022, the Board of Directors passed the proposed allocation of employees’ compensation and remuneration for directors and supervisor in 2021 as follows: Employees and directors bonus appropriation ratio was 2%, respectively, and distributed in cash.
Employees’ compensation amounted to NT$94,748,034 while remuneration for directors and supervisors
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President Securities Corporation
amounted to NT$94,748,034. There was no difference between the estimates and the actual distributions approved at the Board Meeting.
-
I. Buyback of Treasury Stock: None.
-
II. Long-Term Borrowings: None.
-
A. Unpaid corporate bonds: None.
-
B. Corporate bonds due within one year: None.
III. Issuance of Preferred Stocks: None.
-
IV. Issuance of Global Depositary Receipts: None.
-
V. Issuance of Employee’s Stock Options: None.
-
VI. Merge and Acquisition: None.
VII. Working Capital Plans:
Any incomplete share issuance or private placement or any completed share issuance or private placement over the past three years from which benefits have not yet been reported as of March 31, 2023: None.
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2022 Annual Report
V. Business Environment
V. Business Environment
I. Description of Business Activities
A. Business Scope
1. Main areas of Business Operations
-
Underwriting business
-
Proprietary trading of listed securities
-
Brokerage for listed securities
-
Proprietary trading of listed securities through retail locations
-
Brokerage for listed securities through retail locations
-
Consignment trading of foreign securities
-
Securities margin purchase and short sale
-
Money borrowing or lending in connection with securities business
-
Securities borrowing and lending
-
Non-restricted purpose loan business
-
Shareholder services coordination
-
Support for futures trading through equity-related business
-
Concurrent operation of futures proprietary trading
-
Wealth Management business
-
Trust business
-
Financial derivatives products approved by the SFC
-
Offshore Securities business
-
Other relevant operations approved by the competent authority
2. Breakdown of Revenues for Latest Three Years
Unit: NT$ thousands
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2020 2021 2022
Item
Operating Operating Operating
% % %
Revenue Revenue Revenue
Brokerage 3,218,058 37.98 5,547,961 52.45 3,709,607 70.34
Proprietary Trading 5,013,874 59.17 4,604,856 43.53 1,388,875 26.33
Underwriting 241,052 2.85 425,188 4.02 175,609 3.33
Total 8,472,984 100.00 10,578,004 100.00 5,274,091 100.00
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President Securities Corporation
3. Products and Services
We offer a comprehensive range of financial services-brokerage, underwriting, proprietary trading, fixed income dealing, financial product development, wealth management, and shareholder services. The following is a brief description of our primary business units.
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Business Area Products and Services Description
1. Accept orders from clients to buy/sell 1. The market share of brokerage business was 2.82% in 2022,
listed securities and forward to TWSE for ranked 11th among the domestic local securities firms.
execution. 2. The Company has 31 branches in total. The market share in
2. Accept orders from clients to buy/sell a single location is 0.09% and ranked 5th among the top ten
listed securities and forward to TPEx for domestic local securities firms, indicating that the Company’s
execution. operational efficiency was better than other firms.
3. Manage custodial services for clients. 3. The Company has been active in promoting electronic trading,
4. Provide margin financing for securities where proportion of transactions through electronic trading in the
trading. entire Company was 49.71% in 2016, 54.44% in 2017, 64.79%
in average in 2018, 68.29% in 2019, 69.15% in 2020 and 78.44%
Brokerage 5. Securities Borrowing and Lending Business.
in 2021, 79.37% in 2022. The proportion of transactions through
6. Non-restricted purpose loan business electronic trading has demonstrated significant growth every year.
7. Consignment trading of foreign securities. 4. The trading system has integrated the trading functions of all
8. Futures Introducing Broker Business. products, and customers can use the same electronic trading
platform for trading securities, futures, options, OTC stocks, sub-
9. Wealth management business.
brokerage, fund, and overseas futures products.
5. By offering a more all-inclusive market monitoring and order entry
environment, we can provide services to a larger client base.
6. We integrate our sales of all types of products available in the
market and thereby offer more value to our existing clients.
1. Trading of publicly listed securities on the Over the past 10 years, our proprietary trading department has
TWSE and TPEx, using President Securities’ been among the top every year. Regardless of the market trend, our
own funds. proprietary trading department is able to accurately read the market
Proprietary 2. Futures and options markets. and adjust its strategy accordingly and pick out the key trends and
sectors. And, they are able to match this with effective futures
Trading 3. Legally-permitted foreign marketable
hedging, risk management, and a diverse range of product trading
securities trading.
strategies, resulting in big gains, and small losses. This has allowed
us to retain a core proprietary trading team with considerable
experience, which has become the envy of the industry.
1. Use own capital to trade domestic and The Fixed Income Department mainly focuses on fixed income
foreign corporate and government bonds in proprietary trading business, sales, and DCM business, supplemented
the OTC market. with the issuance of structured products. The proprietary trading
2. Offer tendering services of Taiwan business is mainly based on foreign currency-denominated notes,
government bonds. supplemented by New Taiwan dollar-denominated notes. The
main products are US dollar-denominated and euro-denominated
3. Repo and Reverse-Repo transactions.
notes. The fixed income sales, underwriting, issuance of structured
Fixed Income 4. Trade overseas and domestic convertible products and Bond Exchange-Traded Notes are being developed
Business bonds. continuously. To expand fee businesses via proprietary trading
5. Provide debt capital market services for business support.
overseas and domestic issuers.
6. To trade government and corporate bonds
with customers.
7. Interest rate structured products trading,
design and sales.
8. Designed Bond Exchange-Traded Notes
1. Futures Proprietary Trading Division: 1. Operating Performance: In 2022, profitability of our futures
Market making and trading of legally- proprietary trading division was among the top in the industry.
permitted foreign futures and options 2. New Products/Services in Development: As regulators continue to
Quantitative contracts. liberalize the industry and allow new financial products, we stand
Trading
2. Strategic Trading Division: ETF arbitrage, ready to add these new products to our trading and, in turn, to add
market making, structured products issuing to our revenue streams.
and trading.
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2022 Annual Report
V. Business Environment
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Business Area Products and Services Description
1. Issue domestic and foreign equity warrants In 2022, our Financial Products Division was primarily engaged in
and conduct hedging strategies. issuing new warrants, structured note products, and other derivative
2. Launch structured products and conduct products authorized by the Taiwan’s regulators.
hedging strategies. 1. Market Position
3. Trading of equity derivatives. (1) Equity Warrants: A total of 3,402 warrants were issued in 2022,
for a total dollar value of NT$22,373,122 thousand, ranked 6th
4. Issuance and hedging of Exchange Traded
Notes (ETN) for index investments. in the market.The market share of the firm was approximately
4.60%. The net buy and sell of premium ranked 5th in the entire
5. Futures & spot strategy trading
market, accounting for approximately 9.21% of the market. It
6. Stock promotion business. was clear that the efficiency of the net sell was high (while the
7. Proprietary trading and strategy trading for issue amount only accounted for 4.60% of market share, the
convertible bonds. proportion of net sell was 9.21%).
8. Proprietary trading for futures and options in (2) Structured note products: For the year of 2022, the Company
Taiwan and other countries. undertook contracts amounting to a principal of NT$24,209,033
9. Design and planning of new financial thousand and was ranked 4th in the market. A total of
NT$2,787,352 thousand in structure note products were
products and services.
outstanding at the end of 2022, ranked 6th in the market.
10.Other derivatives financial products
(3) In 2022, the total brokerage transaction volume reached
approved by the competent authority.
NT$15,526,836 thousand, ranking 3rd in the market. At the end
of the year, the outstanding amount was NT$771,585 thousand,
Financial
ranking 1st in the market.
Products
(4) Exchange-Traded Notes (ETNs): ETNs are new products that
were launched with permission of the competent authority in
2019. As of December 2022, A total of 30 ETNs were outstanded
in the entire market.The Company also issued ten diverse ETNs,
accounting for approximately 33.33% of the market.
2. New Products/Services in Development
In addition to actively promoting the existing call/put warrant
business, structured product business, and equity options products,
and so on, the Company is currently actively launching ETNs.The
Company will maintain an excellent quality in market making,
provide better warrant services to investors, and look forward to
building consumer trust in the brand so as to elevate the status of
President Securities’ warrants in the market.
By carefully selecting stock targets, a basket of targets were
combined into an ETN to provide investors with a good choice
of asset allocation. President Securities plans to develop detailed
media-based self-teaching lessons, to make it easier for novice
investors to understand the ETN business, so as to continue to
differentiate itself from competitors in the sector and to expand its
market share of new products.
1. Assist corporations in application for public 1. Market Position: In 2022, PSC had 48 lead and co-lead
listing on TWSE or TPEx. underwriting deals, for a total dollar value of NT$4.613 billion.
2. Assess and advise clients with respect to 2. New Products/Services in Development: Our goal is to provide
capital increase plans. professional corporate financial services, to simultaneously act
3. Underwrite domestic and foreign bonds and as both an effective market maker and also as a top-notch service
issue global or Taiwan depositary receipts. provider, all with the aim of increasing the company’s overall
Underwriting added value. Going forward we will continue to focus our energy
4. Assist in M&A activities.
(Capital on landing mid- and large-sized deals, and will continue to bolster
Market) 5. Assess and advise clients with respect to our presence within the Greater China Region, so as to become a
applications to convert private equity into more competitive securities firm.
publicly traded stocks, treasury stocks,
capital increase plans and employee’s stock
options.
6. Other businesses relate to underwriting and
consulting.
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Business Area Products and Services Description
1. Coordinate shareholder services on behalf of 1. The scale of the Company’s agency
publicly listed companies. (1) The number of serviced companies in 2022 was 170, where 88
2. Assist in the coordination of shareholders’ were listed companies, amounted to 51.76%.
meetings. (2) The scale of the Company’s agency is larger. The average
3. Coordinate the distribution of cash and/or number of shareholders we serviced in 2022 was 2.36 million.
stock dividends to shareholders. 2. Operating Performance
Shareholder
Services 4. Manage the issuance and delivery of tax (1) The number of serviced companies in 2022 had a 2.40% growth
forms to shareholders. compared to the number of service companies in 2021.
5. Respond to shareholder enquiries and legal (2) The number of shareholders’ agents in 2022 had a 8.76% growth
issues. comparable to that in 2021, thus allowing us to continuously
achieve a high economy of scale and efficient operations.
3. Long-term Objectives: Actively expand the number of serviced
companies to increase revenues.
1. Provide customers with the most complete 1. Market Position: At the end of 2022, the number of customers in
asset arrangement and finance service the wealth management trust account reached 27,193; the client
planning service. trust assets reached NT$8.982 billion, including NT$8.967 billion
2. Conduct asset allocation for customers for non-discretionary money trust assets and NT$15 million for
through trust. marketable securities trust assets. The asset size ranked 8th among
securities firms.
Wealth 3. Coordinate the funds of domestic and
Management foreign commodities, marketable securities, 2. Long-term Objectives: Continual optimization of the wealth
& Trust and structured products on the Trust management platform, develop the full product asset allocation
Platform. wealth management platform, expand the scope of services and
provided customers with more flexible allocation.
4. An employee welfare trust business was
launched.
5. Engage in the wealth management business
for high asset clients.
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4. New Products/Services in Development
The Company will continue to promote digitalization and adopt information technology to transform internal processes, strengthen digital management capabilities, as well as increase business momentum and decision-making efficiency.
In order to shorten the account opening time for customers, an integrated account-opening platform has been created, integrating all existing types of businesses (securities, sub-brokerage, credit, futures IB, financial instruments, bonds, OSU, and wealth-management trust). All information required for account opening are analyzed and simplified, so that customers can open an account for all businesses by filling out information only once, which greatly enhanced the customer experience.
B. Industry Overview
1. Overall Economic Environment
Over the past year, global economy has significantly decelerated due to Russia's invasion of Ukraine, causing international energy and raw material prices to rise. Central banks have launched interest rate hikes to suppress inflation. In the US, the job market remains robust, with the Fed speeding up interest rate hikes to prevent overheating and suppress inflation; this has caused volatility in global stocks, foreign exchange, and bond markets. In Europe, the Russo-Ukrainian War has resulted in the interruption of Ukraine's grain exports, and Russia has also cut off energy supplies to Europe, causing energy and raw material prices to rise and impacting the European economy. In China, the strict COVID-zero policy has caused public grievances and aroused the "White Paper Revolution." In response, the government swiftly issued the "New Ten Measures," taking a U-turn against its COVIDzero policy. China's consumption and production activities are expected to gradually resume.
As to Taiwan, the domestic economic growth in 2022 fell from 6.53% in 2021 to 2.45%, mainly due to rising inflation and interest rate suppressing global end-market demand. Manufacturers continue to adjust inventory, and external demand has weakened markedly due to China's anti-epidemic measures interfering with consumption and production activities. The Taiwanese stock market was impacted by the Russia-Ukraine War which affected the international energy and raw material markets, as well as the Fed's interest rate hike cycle to curb inflation that led to turbulence in global financial markets. The
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2022 Annual Report
V. Business Environment
Taiwan Weighted Stock Price Index fell from 18,218 to 14,137, down 22.4%. The daily trading volume of the centralized market also decreased from NT$391.5 billion to NT$242.2 billion.
In looking ahead to 2023, the ongoing conflict between Russia and Ukraine will keep international agricultural and industrial raw material prices remained high. Major countries are tightening their monetary policies to curb inflation, which in turn hampers consumption and investment and weakens the momentum of economic growth. The International Monetary Fund (IMF) expects the global economic growth rate to decline from 3.4% last year to 2.9% this year. Weakened global end-market demand will affect Taiwan's manufacturing sector, with declined export orders for traditional industrial products. Chips and information and communication products are also impacted by the US-China chip war, which is expected to weaken export performance. On the domestic demand market front, benefited by the relaxation of pandemic prevention and control measures and opened borders, the volume of international travels to and from Taiwan continues to rise, which is conducive to the recovery of retail, dining, and hospitality industries. It is expected that domestic consumption will become the main driving force of economic growth this year. Consequently, the Directorate-General of Budget, Accounting and Statistics estimated that economic growth in this year would reach 2.12% in Taiwan.
2. Current Status and Future Development
(1) Primary Market
Unit: NT$ 100 Million
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Corporate Bond
Over-The-Counter
Listed Company Government Bond
Year (OTC) Company Ordinary Corporate Convertible Bond
Bond
Total
Number Capital Number Capital Number Net total Number Net total Number Net total
2003 669 47,252.8 423 6,394.7 80 25,870.7 2,666 7,998.5 235 1,218.1 9,216.6
2004 697 50,580.8 466 6,261.0 86 28,506.7 2,882 8,993.8 349 1,522.1 10,515.9
2005 691 54,159.6 503 6,431.8 88 31,417.2 2,784 9,355.2 322 1,549.0 10,904.2
2006 688 55,226.7 531 7,262.0 90 33,823.2 2,397 9,710.2 292 1,830.1 11,540.3
2007 698 56,016.2 547 7,148.1 88 35,184.7 1,744 8,773.4 276 2,108.0 10,881.4
2008 718 57,354.4 539 7,030.7 91 37,351.7 1,142 9,476.1 269 1,857.7 11,333.8
2009 741 58,695.9 546 7,727.3 93 39,708.5 783 9,413.9 208 1,405.2 10,819.1
2010 758 59,279.5 564 7,059.9 94 43,341.5 512 10,002.1 246 1,373.7 11,375.8
2011 790 61,523.8 607 7,319.2 97 46,441.5 425 11,242.6 299 1,660.3 12,902.9
2012 809 63,849.5 638 6,674.5 100 49,343.0 433 13,641.2 314 1,594.5 15,235.7
2013 838 66,100.3 658 6,618.5 103 52,209.5 468 15,776.1 294 1,542.4 17,318.5
2014 854 67,834.0 685 6,795.6 108 54,401.7 519 17,197.8 277 1,507.7 18,705.5
2015 874 69,509.0 712 7,061.9 113 55,693.7 500 17,081.5 297 1,554.1 18,635.6
2016 892 70,217.0 732 7,152.6 116 56,053.3 500 16,776.4 270 1,483.1 18,259.5
2017 907 71,361.9 744 7,223.6 119 56,363.3 512 17,436.6 193 1,172.6 18,609.1
2018 928 71,588.9 766 7,385.0 124 56,024.7 535 18,120.0 157 1,173.5 19,293.4
2019 942 71,556.4 775 7,466.6 129 55,509.6 569 19,012.0 166 1,186.1 20,198.1
2020 948 72,383.6 782 7422.4 137 56,244.6 681 23,505.6 193 1,338.2 24,843.8
2021 959 73,852.9 788 7,608.6 156 58,393.6 788 27,169.6 237 1,488.3 28,657.9
2022 971 74,999.0 808 7,420.3 158 59,501.6 841 28,265.9 259 1,828.7 30,094.6
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Reference: Securities and Futures Bureau, FSC
99
President Securities Corporation
(2) Overview of total market value of the securities market in the past three years
Unit: NT$ billions
| Item | 2020 | 2021 | 2022 |
|---|---|---|---|
| Taiwan Stock Exchange | |||
| Stocks 45,654.3 92,289.9 56,080.6 ETF 2,838.6 2,454.5 2,938.1 ETN 5.6 13.6 4.1 Beneficiary Securities 11.6 5.3 9.4 Equity Warrants 509.2 681.2 531.2 TDR 163.3 72.5 10.4 Subtotal 49,182.5 95,517.0 59,573.8 |
|||
| Taipei Exchange | |||
| Stocks 12,087.1 20,276.0 14,878.7 Equity Warrants 154.6 177.4 133.7 ETF 415.4 241.1 228.2 ETN 1.9 8.6 1.9 Bonds 40,604.2 29,171.4 29,956.6 Subtotal 53,263.1 49,874.4 45,199.0 |
|||
| Total | 102,445.7 | 145,391.4 104,772.8 |
|
| TAIEX | 14,732.53 | 18,218.84 14,137.69 |
Reference: Securities and Futures Bureau, FSC
3. Relationship with Up-, Middle- and Downstream Companies
The securities market is a part of the financial market as a direct transaction channel between fund seekers and fund providers; industrial and commercial enterprises usually raise funds through the issuance of marketable securities, and investing in marketable securities has become an important way for people to manage their savings and personal wealth. The mission of the securities market is to pool savings and turn them into investment, and thus facilitate economic growth.
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Upstream Midstream Downstream
Funds Suppliers Funds Mediator Funds Funds Demanders
Listed Companies
Individual Investors Financial
Securities Firms
Institutional Investors Institutions
Securities Securities Government
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4. Product Trends and Relevant Competition
Proprietary Trading
(1) Equities Markets
Global stock markets were shrouded by inflation, interest rate hikes, wars, and the pandemic in 2022. Major stock markets around the world exhibited a downward trend in this volatile process, Taiwan Stock Exchange Capitalization Weighted Stock Index (TAIEX) plummeted 4,081 points for the whole year, plunged 22.4%, Dow Jones Industrial Average Index (DJI) plunged 8.8%, Standard & Poor's 500 (GSPC) plunged 19.4%, NASDAQ Composite Index (IXIC) plunged 33.1%, PHLX Semiconductor Sector Index (SOX) plunged 35.8%, and major European and Asian stock markets also experienced a sharp decline, with falls ranging from 9.37% to 24.9% The negative factors began to impact the global economy and the stock markets since the beginning of 2022. Although there was a slight relief at the end of the year, the financial sentiment remained tense.
Starting in 2020, COVID-19 has wrecked havoc in supply chains, with labor and material shortages leading to soaring transportation and raw material costs. Coupled with various countries’ stimulus and subsidization measures, inflationary pressures have been through the roof since the second half of 2021. In 2022, global central banks began to embark on a rapid cycle of interest rate hikes to curb inflation. Since the first rate hike in March, interest rate raised 17 yards within 2022, taking the base rate range
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V. Business Environment
from 0-0.25% to 4.25-4.5%. Bond yields have risen in tandem, stock valuations have been lowered, and the interest rate differential between the US dollar and other currencies has widened. The massive shift of global funds has had a detrimental effect on technology stocks and emerging markets. The shadow of economic recession has further intensified the market’s pessimistic sentiment.
The war between Ukraine and Russia since February 2022 has caused a surge in food and natural gas prices due to the economic sanctions on Russia and Russia’s countermeasures. This exacerbated the inflationary pressure, and the threat of geopolitical tensions increased. With an increased focus on crossstrait issues by the financial market, de-taiwanization in supply chains has become a negative factor for the stock market. China has persisted in a “dynamic zero-COVID policy” with large-scale lockdowns across the country. In early March, Shanghai was locked down for over two months, leading to a supply chain crisis and a sustained decline in demand due to restricted mobility. It was not until the end of the year when the Chinese State Council announced the “New Ten Measures” that restrictions began to be gradually lifted.
Initially marred by the supply chain turmoils at the start of the pandemic, the manufacturing industry actively increased its inventory and raised prices. However, as stimulus policies around the world came to an end, central banks raised interest rates, leading to credit costs surges. Prolonged lockdowns in China severely hit the consumer market; weak demand turned into problems with imbalanced supply and inventory issues impacted it in the second half of the year, with TV and PC components being hit the hardest. Some sub-industries' financial data began to slump, testing the adaptability of listed company managers and the investment market.
In the face of the turmoil in 2022, the Proprietary Trading Department has continued to research, visit, and grasp international business trends, analyzing all sorts of economic data and carefully interpreting the Central Bank's monetary policies. In an environment of global stock market headwinds, the department divided responsibilities and worked in tandem. With flexibly use hedging tools and fund position management, the team created profits in adversity and maintains its leading position in the business. Going forward, our operations will continue to focus on deepening research on the global macro economy, dynamic adjustments of Taiwan and international positions, seizing every opportunity for profit, diversifying investments to expand sources of sectoral profits, and maintaining our consistent competitive advantages.
(2) Risk Management
In addition to using VaR figures provided by the proprietary trading department’s risk control office, stop losses and limit alerts are set for the stocks that each trader trades. Each trader is given trading limits and trading performances are updated in real time and, when necessary, trading authorizations can be immediately revoked. The effect of all of these measures is to ensure maximum protections for our shareholders.
(3) Hedging Operations
Futures and options are our primary hedging tools. Inverse ETF and individual stock futures were used as hedging. Going forward, we will continue to use these financial products to adequately hedge our proprietary trading department’s exposure.
(4) Technology Research and Development (R&D)
We built an Info-hub to strengthen the integration of different types of information and data, thereby improving the quality of decision-making.
Fixed Income Dealing
(1) Outright Purchases and Sales of Government Bonds
The US is expected to end its interest rate hike in the first half of 2023. We still need to observe the speed of the decline in inflation, as well as monetary policies' drag on the economy to gauge whether the possibility of interest rate cuts in the second half of the year. US bonds are forecasted to experience heightened turbulence, so the main strategy is to buy on high dips with a bullish stance. Taiwan's Central Bank is expected to reach the end of its interest rate hike cycle, which bodes well for a bullish stance in the Taiwanese bond market. However, due to the persistently high cost of funds, downward movement may be limited, leading to an expected range-bound and volatile market. Additionally, the liquidity of Taiwanese bonds is relatively low, thus a limited amount of bullish positions are recommended at higher levels.
(2) Convertible Bonds, Futures and Options
For convertible bonds, two strategies will be carried out. The first is to invest in bonds with large issuance size and limited downside risk, because better liquidity, capital structure, and limited risk are good for long term strategy to capture the trend. The second is to invest in notes with rally potential for short term
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President Securities Corporation
trading. Because of high volatility, traders will control total positions for risk managing. The proportion is generally low so as to keep the level of risk under control. In recent years, due to an increase in market activity, the degree of activity in the convertible bond market has gradually increased. With an increase in the number of bonds issued by various industries, conditions are also more conducive to dispersing the allocation of positions to reduce the risk of concentration of individual targeted industries.
(3) Foreign Bonds
Due to supply shortages, global economies still face inflationary pressures. The Fed is implementing tighter monetary policies at a faster pace, which continues to have a negative impact on foreign bond markets. The yields on government bonds and credit spreads are facing upward pressure. Last year, in order to reduce exposure to bond positions, the company decreased its holdings of bonds that were held at extremely low levels. Looking ahead to this year, there is a chance for inflation to decline due to base effects, which could be a good time to invest in government bonds. As for credit spreads, the chance of a soft landing is high. The rise in real interest rates makes a recession inevitable. Choosing bonds with better quality and higher credit ratings can result in lower risks.
Financial Products Business
(1) Equity Warrants
In 2022, there was a steady growth in Taiwan’s equity warrant market, with all securities firms issuing warrant products in response to market demand. A total of 54,349 equity warrants were issued in 2022, for a total dollar value of NT$486.524 billion.
The total dollar value of all equity warrants issued by the company in 2022 was NT$22.3 billion and the market share was 4.60%, ranked 6th in the market. Issue focuses mainly on the selection of stock performance with good Return on Equity (ROE) to create a win-win situation with investors and stable profits through different derivatives, futures, and options, etc., with hope to effectively lower hedging costs.
(2) Structured Note Products
The amount of contracts oustanding by the end of 2022 was NT$42.977 billion, the Company’s amount of contracts outstanding by the end of 2022 was NT$2.787 billion and the market share was 6.48%. For a trading volumn of NT$267.592 billion. The Company undertook contracts amounting to a principal of NT$24.209 billion, the market share was 13.66% and was ranked 2nd in the market.
(3) Equity options
This business was launched by the Company in April 2020 for customers. The business is mainly for issuance of over-the-counter (OTC) equity options in the form of long-term options. Call or put options can be issued according to customers’ needs. At the end of 2022, the total contract balance outstanding in the market was NT$2.637 billion. The Company’s outstanding balance was NT$0.771 billion, with a market share of about 29.25%, ranking 2nd in the market. The cumulative total market turnover in 2022 was NT$68.732 billion, and the Company’s contract principal reached NT$15.526 billion, with a market share of about 22.59%, ranking 3rd in the market.
(4) Exchange Traded Note (ETNs)
ETNs provide a new product released by the responsible authorities in 2019. As of December 2022, a total of 30 ETNs had been issued on the market, and the Company has also launched 10 main ENT. In addition to the cash dividends, low volatility, and dividend yield indicators as the basis for initial selection, the Company subsequently issued 5G, MSCI technology, Hang Seng tech, U.S. government bonds, Asia Semiconductor, Smart Mobility and Electric Vehicles, IC Design and other domestic and foreign index products with great potential to provide investors with diverse investment options. Through the domestic and foreign indexes in diverse fields linked to the products, the Company’s ability to build a system is evident.
Among them, the 10 ETNs issued by the Company are as follows:
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Stock Code Stock Name Listing Date
020011 President Low Volatility High Dividend 20 TR ETN 2019.12.03
020015 President MSCI USA Minimum Volatility NTR ETN 2020.03.27
020016 President MSCI USA IMI Information Technology NTR ETN 2020.03.27
020018 President Value Growth TR ETN 2020.07.30
020019 President Taiwan 5G TR ETN 2020.07.30
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| 02001B | President US Treasury 7-10 Years Index ETN President ICE FactSet Asia Semiconductor NTR Index ETN President Smart Mobility and EV TR ETN President ICD TW TR ETN President HSTECH Futures Index ETN |
2020.12.29 2021.07.22 2021.11.26 2022.03.31 2022.10.03 |
|---|---|---|
| 020025 | ||
| 020030 | ||
| 020031 | ||
| 020033 |
Underwriting Business (Capital Markets)
(1) Domestic Bond and Equity Underwriting
As of the end of 2022, there were a total of 971 companies listed on the TWSE and a total of 808 companies listed on the Taipei Exchange Market, representing a growth of 0.94% and 2.53%. The Department has actively fought for cases while maintaining risk management. The President Securities’ underwriting cases, which were listed in 2022, included Great Tree Pharmacy Co.,Ltd. with NT$1.042 billion unsecured convertible bonds, Gudeng Precision Industrial Co., Ltd with NT$1 billion unsecured convertible bonds, Parpro Corporation with NT$500 million unsecured convertible bonds, Fu Chun Shin Machinery Manufacture Co., Ltd. with NT$500 million unsecured convertible bonds, Gigastorage Corporation raised NT$1.625 billion in cash capital increase, Nan Ren Lake Leisure Amusement Co., Ltd. raised NT$648 million in cash capital increase, carefully select industries, and focus on company credit risks to provide public listing/OTC listing and fundraising services for companies with healthy finances or those in industries with an excellent outlook.
(2) Financial Advisory
We take great pride in providing professional corporate finance services. In recent years, our financial advisory business has also made great progress and expanded into advisory services dealing with employee stock option exercise prices, offering price for preferred stocks and stock repurchase by listed companies. We will no doubt continue to develop our financial advisory services business with a particular emphasis securities related consulting (i.e., IPOs, mergers, private placements, and other consulting services) around the Greater China Region.
(3) Offshore Underwriting
The Company is actively pursuing public listing and OTC listing operations of Taiwanese companies returning from China, Hong Kong, and Southeast Asia in accordance with market conditions.
(4) Emerging Market Exchange
There were 299 companies listed on the Emerging Stock Board in 2022, a 1.0% increase from 2021 with 296 companies listed. To capture more IPOs, the department has also been actively positioning itself with respect to emerging board targets. However, the IFRS’s launch in 2013 has changed the way emerging board stocks will be assessed, and to take risk control into account, the number of officially recommended emerging board companies is 27 at the end of 2022. This year, the division will continue to compete for quality clients while maintaining risk control, and issue recommendations for emerging stocks based on the progress of its client counseling.
Wealth Management & Trust
The total assets under overall securities firms’ non-discretionary individual management in 2022 was NT$191.489 billion(YoY +20.8%). The total assets in securities trust management was NT$30 billion(YoY +16.03%). The total assets under management was NT$221.5 billion, which was a 20% increase of NT$37.1 billion from the NT$184.4 billion at the end of 2021. Among them, the money trust business continued to grow, while securities lending of trust funds has also expanded its scale due to active trading.
The assets under the Company’s non-discretionary money trusts by the end of 2022 amounted to NT$8.967 billion. The total assets in securities trust management were NT$15 million. The total assets under management were NT$8.982 billion. This ranked the Company 8th among securities firms.The tradable products in wealth management included domestic and overseas funds, domestic and overseas structured products, bonds with repurchasing agreements, and foreign bonds.
In 2022, the Wealth Management and Trust Department continued to expand its product lineup with onshore and offshore funds. This made the fund product lineup more comprehensive, with excellent performing funds available for customers to choose from in all major investment areas. In 2022, Yuanta Securities (Hong Kong) became a bond underwriter. Additionally, UBS AG Taipei Branch is set to become a partnering bond underwriter for foreign structured products this year. This move is intended to expand the number of products and improve the quality of quotation as the number of underwriters increase, further diversifying the Company’s financial management services.
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C. Research and Development Overview
-
In line with the competent authority’s requirements for the professionalism of underwriting personnel, this year, based on the courses offered by the Taiwan Securities Association, on-the-job training and further training are arranged; personnel are sent to participate in the professional courses offered by the Taiwan Stock Exchange Corporation (TWSE) and Taipei Exchange on a quarterly basis for intermediaries to be equipped with the knowledge of relevant laws and professionalism as the country is increasingly open to overseas business.
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R&D for Derivative Product
1. Various Technical Expertise and R&D
We have a complete financial engineering team that brings together talented individuals from finance and statistics with access to top-notch trading and valuation software, so that they can develop innovative product and trading strategies. With cutting-edge financial engineering at the forefront, we bring together comprehensive product development and advanced trading experience in designing new products, and in providing sophisticated derivatives products and consulting services for our customers. Plus, every year, we invest heavily in modernizing our warrant software so as to make our systems faster and more stable, and so as to offer a broader range of services to our customers.
2. Our Research Analysts, Their Training, and Our R&D Costs for the Most Recent 5 years
The company has been aggressively developing new products and working diligently to secure regulatory approvals for new products. Over the past 5-year period, we have spent an average of NT$4.5 million per year on R&D efforts.
Unit: Person
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Year 2020 2021 2022 Mar. 31, 2023
Number Number Number Number
Education level % % % %
of people of people of people of people
Master&PhD 42 79.25 44 78.57 45 71.43 47 72.31
Bachelor 8 15.09 9 16.07 14 22.22 14 21.54
Others 3 5.66 3 5.36 4 6.35 4 6.15
Total 53 100.00 56 100.00 63 100.00 65 100.00
Average years of
5.20 5.60 5.72 6.17
service
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3. New products or Techniques Successfully Developed Within the Last 5 years
-
(1) The company has been successful in the design and pricing of many structured note products, equity swaps, credit derivative products, as well as equity-linked derivative products, bonds and interest rates, and we stand ready to issue these products whenever appropriate market timing emerges.
-
(2) We have successfully developed several market operating strategies, as well as option market making models and strategies.
Strengthened the electronic trading and relevant information systems
The electronic trading market continues to grow and the company is able to raise customer service quality through an e-trading platform that is stable, convenient and diversified.
- (1) President Securities 2022 Electronic Trading and Information System Relevant R&D Plan
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System R&D Capabilities
1. Project report category maintenance .
2. Project report edit (including cross audit report).
3. Report sign off and approval operation (auditee).
Project audit report operating 4. Project report inquiry and print out.
system 5. Report statistics and analysis.
6. Deficiency follow up and maintenance operation.
7. Deficiency record file conversion (upload into deficiency data management system).
8. Authorization management.
Trading server converting Trading server converts FIX connection in order to increase trading speed and increase
FIX connection project competitiveness.
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System R&D Capabilities
1. Structured product, overseas bond transaction and asset allocation inquiry.
President Finance Department 2. Securities, futures, and option transaction and inquiry.
Store APP 3. Sub-brokerage, fund, and overseas futures transaction and asset trend, complete allocation
inquiry.
1. A backup trading server room in a center with a different location has been established as a
backup for the main IDC server room in Banqiao.
Establishment of an off-site
2. A complete off-site backup mechanism has been established to ensure uninterrupted trading.
backup server room: 1st level
3. An offsite backup structure for electronic transactions has been established to increase
transaction security.
1. General credit limit application.
2. Self-develop OSU system (bond trading (T+0), stock trading).
3. Monthly credit affiliate account review automation.
4. Default risk warning measures.
5. Cross marketing management system.
6. Trust and sub-brokerage online signing area implementation.
Brokerage department’s
7. Add online order of short selling function.
relevant development
8. T+0 ledger day trading.
projects.
9. Add constant share purchase by specified amount.
10.Rebate platform implementation.
11.Account manager and sales system.
12.Legal person account service.
13.APP online service.
14.Lending business without a restricted purpose.
1. The optimization of customer wealth management and review operation--depository +
credit.
2. Voucher approval operation-accounting.
3. 162 insufficient stock/stock deviation notification-depository.
4. Margin trading and Short selling disposal operation-credit.
5. Message of the day control-credit.
6. Low maintenance rate detain message approval-credit.
7. Securities loan paper document optimization operation-credit.
Brokerage department’s
8. Purchase file transfer operation-KEYIN.
finance break point project
9. Customer password re-issuance operation-account opening.
10.Trading system service (system re-opening application)-account opening.
11. Know your client in a different office operation-account opening.
12. Automation of depository file collection operation-depository.
13. Account statement/notification-credit.
14. Securities/trust/sub-brokerage data change-account opening.
15. Account closure operation-account opening.
16. Securities specialist risk fund-accounting.
1. Automation of depository file collection operation.
2. Know your client in a different branch operation.
Settlement & Clearing 3. Disposal of fund and securities operation.
Department-related 4. 162 insufficient stock/stock deviation notification.
development projects 5. Voucher approval operation.
6. Online account opening interfacing account opening integration platform.
7. Accounting book change trial calculation and terminal execution in one-time data input.
1. Paperless voucher attachment project-Reimbursement application optimization and add
attachment function in voucher approval system.
2. Establish finance EIS system.
3. Digitalization of related party transaction disclosure in financial statement.
Finance Department-related
4. Optimization of fund transfer system-NTD fund transfer.
development projects
5. Optimization of DSU foreign currency fund transfer table preparation activity-sub-
brokerage settlement amount calculation.
6. Voucher attachment management system implementation.
7. ETN income tax system implementation.
TAIPEI5 Human Resources Enhanced host processing efficiency.
and Finance host updates
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System R&D Capabilities
AS400 Replaced outdated hosts Enhanced processing efficiency for trades, reports, and accounting.
1.New homepage.
2.Added online trading of overseas debt and structured products.
New PSC mobile trade APP 3.Added US stock Dollar Cost Averaging.
4.Added stock fastest trading mode.
5.Added News/Video & Voice Convergence.
Digital finance division VIP 1.Rayin VIP system.2.VIP API.
system
3.VIP customized service.
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(2) 2023 R&D investment plan and progress
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Critical
Project Details of Plan and Expected Current Expected
Project Plan Success
Name Benefits Cost Outlay Progress Completion
Factors
1.Caring for brokerage
channel sales system.
2.Assist in sale system.
3.Security Lending e-service
system.
4.Annual training plan and
Improved overall
budget digitalization.
operational and
Conver 5.Performance appraisal Expected to Completed
maintenance
to new system. provide services design process;
architecture 6.Digitalize Project efficiency and 5 million Ongoing in second-quarter, business process
strengthened system
(Angular) Management system. 2023. planning
integration and
7.Problem management
functionality.
system.
8.Non-Taiwan stock/future/
options management report
digitalization.
9.To assist change accounts
system.
Respond to the roll
out of new business
Deployment Expected to Completed
of E-service Improved the efficiency of areas and improve provide services design process;
data service delivery and service quality while 5 million Ongoing
middleware in fourth-quarter, business process
system unified data management. optimizing processes 2023 planning
and intergrading
systems.
Respond to the roll
Expansion
out of new business
of AS400 Expected to Completed
areas and improve
integration Expanded trading equipment provide services design process;
service quality while 3 million Ongoing
with FIX to stabilize current trading. in third-quarter, business process
optimizing processes
trading order 2023. planning
and intergrading
hosts
systems.
Respond to the roll
High- out of new business
Expected to Completed
frequency Calibrated host performance areas and improve
provide services design process;
trading host by tuning and developing service quality while 3 million Ongoing
in third-quarter, business process
self-built trading programs in-house. optimizing processes
2023. planning
project and intergrading
systems.
Building
an off-site Established a complete cross- Respond to the authorities’ Expected to Completed
backup data
regional backup mechanism requirement ,and provide services design process;
center for 50 million Ongoing
to ensure uninterrupted the risk and security in fourth-quarter, business process
electronic
trading. issues regarding 2023 planning
trading and
e-trading.
CRM
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Critical
Project Details of Plan and Expected Current Expected
Project Plan Success
Name Benefits Cost Outlay Progress Completion
Factors
1.Building data platform Respond to the roll
Enterprise software, hardware, and out of new business
Completed
data services. areas and improve Expected to
design process;
platform 2.Provided quick and service quality while 40 million Ongoing provide services in
business process
system convenient data request optimizing processes third-quarter, 2023
planning
construction services for internal and intergrading
company use. systems.
System integration
1.Implement two-factor Services are
and functional Continuous
Digital verification to login trade enhancement in development expected to launch Completed
finance system. response to external 35 million and deployment in stages according design process;
division 2.VIP trade system. to scheduled business process
regulations, business according to
project 3.New PSC mobile trade completion times planning
development, and plans.
APP. in 2023.
service enhancement.
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D. Future Business Development
In an effort to establish our core competiveness, it is essential that we have a clear understanding of future trends in the securities industry and then establish a corresponding business development plan. We must also develop strategies that will allow us to accommodate business areas newly approved by regulators so that we are in a position to move quickly in these new markets. Accordingly, we see our business developing in the following ways:
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Continue to recruit exceptional talent, and thereby improve our competiveness and, in doing so, increase our market share.
-
Implement risk management practices and technologies, thereby improving profitability and stabilizing overall business operations.
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Improve IT and enhance e-business infrastructure.
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Offer professional asset management and provide personalized financial planning services.
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Develop foreign market to search for profit opportunity in trading..
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Be ready to move on market liberalizations and expand cross-strait businesst.
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Cultivate talented researchers and thus raise our abilities in designing new products.
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Synergize our business units and enhance our wealth management services.
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Business Short-term Development Long-term Development
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| Business | Short-term Development | Long-term Development |
|---|---|---|
| Brokerage | 1. Promote marketing activities to increase customer transaction frequency and increase revenue. 2. Enhance the construction of various transaction platforms to provide customers with a more convenient and real-time transaction system. 3. Enhance risk management to lower rates of errors. 4. Optimize the customer relationship management system. 5. Construct a self-help service framework. 6. Communicate with customers and revitalize static accounts. 7. Implement operators' education and training to cultivate versatile operators. 8. Promote the wealth management business and provide customers with professional and diversified financial wealth management services. 9. Promotion of two-way natural person bond loan businesses. 10. Promotion of non-restrictedpurpose loan business. |
1. Provide professional research and service quality to acquire institutional and foreign investor customers. 2. Promote cross (and regional) marketing. 3. Integrate electronic transaction platforms for diversified products. 4. Increase smart self-help services. 5. Conduct periodic personnel training and replace ineffective employees. 6. Promotion and integration of wealth management services. |
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Business Short-term Development Long-term Development
1. Intensify operations in international stock markets: Include 1. Enhance internal division of labor and use the
the trading authorization of securities in U.S., Japan, Hong risk management system to increase performance
Kong, A shares (Shanghai-Hong Kong-Shenzhen Stock of operations and aid supervisors in adjusting
Connect), and overseas fund. strategies and positions at appropriate times.
2. Implementation of various instruments: Use foreign options 2. Conduct more extensive company visits and
to conduct hedging and non-hedging transactions. maintain information exchanges with other
Proprietary
companies in the industry to increase the
Trading
Company's knowledge of individual listed
companies and thereby increase profits.
3. Expand international investment businesses in
foreign spot transactions as well as research and
investment in futures market that are permitted
by laws.
1. Diversify the scope of transactions by developing different 1. Construct a complete global financial product
types of foreign currencies note trading. database and a comprehensive foreign bond
2. Increase foreign trade counterparties to acquire better transaction platform.
opportunities. 2. Strengthen the judgment of global trends and risk
3. Increase Ropo counterparties to enhance foreign currencies awareness and strengthen sovereign debt trading
funding. to diversify the risks of trading corporate bonds.
4. Enhance control over the supply end in international bonds to 3. Expand customers for bonds denominated
increase opportunities for profits. in foreign currencies and provide them with
Fixed Income
5. Increase the proportion of foreign currencies bond trading to diversified bond products.
Business
achieve better performance than trading in domestic market. 4. Develop a product line for structured products
6. Increase the proportion of secured convertible bonds with and strengthen the ability to develop products
strictly risk management to keep high profits. to satisfy risk preferences and requirements of
7. Enhance the sales and underwriting capabilities in fixed different customers.
income products to expand fee profits other than proprietary 5. Increase relevant commission revenue to balance
trading. the risk-related revenue from proprietary trading.
8. Expand corporate-related business and high-net-worth
customers and strengthen the connection.
1. Warrants business 1. Provide diversified customized financial products
(1) Increase the efficiency in the issuance and sales of based on customer requirements.
warrants and carefully formulate issuance strategies based 2. Strictly execute risk-monitoring system for
on main investment targets in stocks with good historical derivatives.
performance in shareholders' return on equity. Provide 3. Diversify hedging products and flexibly
diversified product lines with different strike prices and implement options in stocks with the same
different maturity dates. targets, convertible bonds, equity options etc.
(2) Enhance hedging transaction skills and increase the to effectively lower various Greeks risks of
performance of transaction systems to increase profits in derivatives.
warrant hedging. 4. Comply with the openness of the competent
(3) Diversify hedging products and flexibly implement authority in the future and continue to issue or
options in stocks with the same targets, convertible bonds, sell domestic and foreign derivative financial
equity options etc. in addition to warrant subjects in products as an agent. Continue to demonstrate
current stocks to effectively lower various Greeks risks. the performance of the Company's financial
2. Structured products engineering team and integrate expertise in
(1) Design products that are suited for various market financial, information, mathematical disciplines
Financial situations, demand-oriented, and profitable, with the to enrich the product line of financial products
Products aim of allowing customers to achieve stable profitability and disperse revenue sources.
through carrying out transactions of quality target
products.
(2) Provide customized products for individuals and
institutions.
(3) Establish stable transaction strategies for hedging.
3. ETNs
(1) ETNs are guaranteed by the issuer’s credit to provide
compensation for the indices tracked. Compared with
ETFs, there is no tracking error, which can be a good
choice for investors in asset allocation.
(2) In the future, various types of constituent stocks will be
issued. In addition to the existing filtering indicators,
including cash dividends, low volatility, and dividend
yields, future-oriented technology indices, such as 5G, will
also be planned to be included to aim to issue domestic
and foreign target indices with great potential.
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Business Short-term Development Long-term Development
1. Continue to develop transaction strategies and modules to 1. Enhance strategic real-time measurement and
create profits for the department. analysis capabilities and build a comprehensive
2. Strengthen the automated risk control ability for each foreign remuneration risk decision-making and
strategic module. analytical system module.
3. Expand cross-market arbitrage and price difference 2. Completely systemize and automate the order-
Quantitative
transactions for foreign products. placing module and the risk control mechanism.
Trading
4. Actively seek market maker qualifications for domestic and
foreign futures and options.
5. Increase the ratio of automated ordering in the department
program.
6. Expand the CBAS business to enhance profitability.
1. Respond to changes in the underwriting market, actively 1. Seek private equity businesses and actively
seek lead underwriting cases for IPOs, enhance fixed profits; operate related investment banking businesses in
carefully select SPO (including CB and ECB) industries and the Greater China Region.
focus on lowering the Company's credit risks while targeting 2. Collaborate across industries for the group to
Underwriting medium to large projects. expand customer base in the Greater China
(Capital 2. Seek public listing (OTC listing) operations of returning Region.
Market) Taiwanese companies.
3. Coordinate with OSU operations in expansion of related
investment banking operations. Cooperate with the Fixed
Income Department to invite foreign financial institutions to
issue international bonds in Taiwan.
1. Assisting companies with handling stock-related affairs as an Actively expand the number of serviced
Shareholder agent. companies.
Services 2. Update operating models in accordance with laws at any
time.
1. Continue to increase the product lines for the non- 1. Develop a comprehensive wealth management
discretionary money trust and marketable securities trust. platform that optimizes asset allocation through
2. Expanded product lineup for high-net-worth customers to financial management trusts.
make inroads into the wealth management market. 2. The company launched the “Happy Retirement”
Wealth 3. Actively explore corporate business and strive for stable program feature as part of its retirement financial
Management sources of profit in response to the launch of employee planning program. This feature aims to meet
& Trust
welfare trusts. clients' retirement needs by providing fund
management services. This initiative is expected
to drive the growth of the company's fund
business and increase the overall fund balance.
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II. Market Conditions
A. Analysis of the Securities Industry
1. Sales and Services Area
Unit: NT$ thousands
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2020 2021 2022
Area
Amount % Amount % Amount %
North 3,415,940 73.49% 6,313,433 74.28% 3,616,264 74.98%
Central 413,373 8.89% 715,446 8.42% 388,712 8.06%
South 818,580 17.62% 1,470,528 17.30% 818,114 16.96%
Total 4,647,893 100.00% 8,499,407 100.00% 4,823,090 100%
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Note 1: The amounts in the table above are brokerage fee revenue.
Note 2: The distribution area of the headquarters and branches is as follows:
- Northern area: Taipei Headquarters and branches in Hsinchu and north of Hsinchu. Central area: Branches extending from south of Miaoli to north of Chiayi. Southern area: Branches south of Tainan and in Kinmen.
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2. Breakdown of Market Share According to Business Area
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Business Area Component Market Share Rank
Equity Brokerage Trading Volume 2.82% 11
Brokerage
Individual Branch 0.09% 5
Warrants Issued (Volume) 9.21% 5
Financial Products
Structure Commodity Business Volume 9.05% 4
Domestic Bonds 0.41% 21
Fixed Income Business
(Conditional and Outright) International Bond 1.12% 9
11 (4.78%)/
Lead Underwriting Deals (No./ Volume) 8/8
3.598 billion (3.29%)
Underwriting
(Note)
Lead and Co-Lead Underwriting Deals 48 (4.72%)/
6/9
(No./ Volume) 4.613 billion (3.41%)
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Note: Due to the difference of calculation base date, the number or volumn of deals may be different from the content of other chapters.
3. A Look at Future Growth as well as Supply and Demand in the Market
The Financial Supervisory Commission (FSC) continues to expand the business scope and the types of business activity securities firms are allowed to engage in. The FSC listed its first stock for trading on the Taiwan Innovation Board in August 2021. This, coupled with the strategic launch of the overthe-counter Pioneer Stock Board, allows enterprises of different industries and sizes to find suitable platforms for fundraising, thereby strengthening the integrity of Taiwan's multi-level capital market. The Company will evaluate business opportunities and cost-effectiveness as well as submit applications in accordance with related regulations.
In the brokerage business, the Financial Supervisory Commission has been studying diversified financial products, such as “permitting securities dealers to launch ETNs” and "Introducing shortterm accommodation for on-passage settlement of listed securities for securities firms," rolling out new services and promoting new policies for new opportunities, so as to continue to expand the size of the capital market, build a well-developed securities market, and enhance the competitiveness of the securities and futures industry every year. The opening of new business means new opportunities that could stimulate increased market transactions. The Company has also remained active in planning related business in hopes of providing customers with more comprehensive product services.
In 2022, affected by the Fed's interest rate hike, investors were particularly cautious, and the trading volume of Taiwan's stock market was sluggish compared to the previous year. Therefore, the average daily trading volume of Taiwan's stock market fell to NT$302.44 billion. The authority also enabled Odd-lot trading during the intraday session on October 26, 2020 and rolling out "Introducing shortterm accommodation for on-passage settlement of listed securities for securities firms" in 2022. Such a measure would make people with mediocre incomes easier to invest with a small amount. Thus would attract young people to join the market, slow down the aging trend of Taiwanese stock market, and bring new/young customers for the Company. Short-term accommodation for on-passage settlement funds of listed securities facilitates customers to use funds efficiently and activate the overall trading momentum of the stock market.
In response to Finance 3.0 trends, the Company shall continue to enhance electronic ordering businesses and integrate functions on the transaction platform. The ratio of electronic transaction operations has reached 68.14% in 2019, 69.15% in 2020, 78.44% in 2021 and 79.37% in 2022. At the beginning of 2022, two-factor authentication was added to the online platform. The Company will provide customers with safer information transactions to ensure the promptness and safety of orders.Launched the brand new PSC mobile trade APP, a one-stop shop for all financial products, at the end of year to provide electronic trading customers with a better user experience. In addition, the Company shall continue to develop and optimize a global transaction platform and provide customers with more international and diversified options once business development matures. It shall also provide quality services to increase customer satisfaction and build company reputation to achieve better performance.
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V. Business Environment
As for our underwriting business, with competition for corporate funds raising deals increasingly intense, many corporations are learning that they have many options available to meet their financing needs, and that equity issues are not always their best opinion. As a result, companies that are properly screened and that demonstrate sufficient creditworthiness, as well as the preferred stock that issued by financial holdings companies and commercial banks, can often be better off turning to convertible bonds. Plus, with the number of large companies that have not already publicly listed shrinking and the demand for integration due to competition within industries increasing, financial advisory business and corporate funding such as private equity, mergers and acquisitions, capital reductions are growing.
The Taiwan government has also recently been actively encouraging foreign companies to consider Taiwan for primary and secondary listings, forcing most domestic underwriting departments to think more broadly and internationally. Add to this the regulators opening up of Offshore Securities Units (OSU), which allow domestic brokerage houses to become more international in scope. Going forward, the Company intends to pursue more international integrated investment banking business in the Greater China Region, and to pursue more foreign companies to list in Taiwan, thereby breathing new energy into Taiwan’s equity markets.
Proprietary trading will continue to fluctuate in 2023 due to the global central banks' interest rate hike cycle and inventory clearance that started in the second half of 2022. It is predicted that inventory adjustments that began in the second half of 2022 will come to an end in the first half of 2023. The adjustment pressure on the supply end will temporarily ease, but the focus will be on the interest rate plateau and the impact on the demand end after the U.S. excess savings bottom out. The US Fed estimated a 0.5% economic growth in 2023, while the Chung-Hua Institution for Economic Research estimated Taiwan's growth to be 2.7%, both relatively low. The consideration of suppressing inflation takes precedence over stimulating the economy, which is the reasoning behind the monetary policies of global central banks. In such an environment, the financial market cannot expect enthusiastic performance. Geopolitical risks are also not to be underestimated. The war between Ukraine and Russia is not yet over, and the US-China trade war between has not ceased fire. Although the market expects the recovery of the Chinese economy after lifting the lockdown, the path to economic recovery is still not an easy one. Under a changing environment, individual companies have different adjustment speeds and financial structures. Investment opportunities are hidden in adversity, and trends in industries such as automobiles, servers, and HPC have been on the rise. For consumer products, TV, laptops, and mobile phones, attention is paid to the turning point after the bottoming out of inventory. Traditional industries such as raw materials, energy, and tourism are observed for policy directions. Facing the unceasing challenges, the Proprietary Trading Department upholds a rigorous research attitude to explore the fundamental essence of events and formulate appropriate investment strategies with patient, steady operations for a clearer financial environment to create greater profits.
As for our financial products business, we will continue to pursue increasingly tailored products to meet the needs of our clients as the regulators open up new areas of business. This will require enhancing our hedging activities a risk management models, so as to lower risk and ensure stable returns. Going forward, as the regulators allow greater access to Offshore Securities Units business, we will pursue global equity business and develop foreign derivatives services so as to better diversify our revenue streams.
In the wealth management business, the Compnay actively motivates salespeople to provide wealth management services to customers and expand the breadth of business penetration. Meanwhile, the Company has expanded product lines, including domestic and overseas funds and new structured products on the wealth management platform to provide customers with more choices in asset allocation. The employee benefit trust business has been launched to increase new revenue sources.The Company increased the allocation of sales and marketing personnel to provide professional advisory services on wealth management business for high-net-worth clients.
4. Market Supply forecast, growth opportunity, and business competitiveness
-
(1) Our Competitive Strengths
-
Our corporate image is solid.
-
We respect professional management and leadership.
-
Our horizontal organization and human resource costs are well-controlled.
-
Our position management performance is outstanding in winning percentage.
-
Our operating costs and risk management are both well-controlled.
-
(2) Positive Factors
-
The global economy is in recovery; consumption and investment are picking up, which will drive domestic economic growth.
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President Securities Corporation
-
Capital is readily available and the cost of capital is quite low.
-
Flexibility in proprietary trading business with industry-leading performance.
-
Brand image and channel resources of President Group.
-
(3) Weakness
-
Financial holding companies have the advantage of capital employment and crisscross integration.
-
It is hard to mark up brokerage handling charge due to fierce competition.
-
The aging of domestic population lowers demand for investments.
-
The salary growth rate of the youth population grows slowly and the low amount of savings makes it difficult to begin investments.
-
(4) Strategies for Dealing with the Weakness Identified
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Business Unit Strategy
1. Encourage various departments and subsidiaries to work together to develop new business.
2. Transformation into a multi-functional branch to expand the market share and profit.
3. Expand our spread trading business, increase mid-level customer trading volumes and position turnovers rates.
4. Enhance internal auditing procedures, reduce client complaints.
5. Customized online brokerage system for institutional and mid-level investors.
6. Increase revenues from securities lending service to investors.
7. Identify under-performing brokers and refocus them towards “Marketing” efforts as a means of making a
breakthrough, or refocusing their efforts on cross-selling of non-traditional products.
8. Cultivate all employees’ abilities to cross-sell a range of financial products, particularly personal financial
planning products and wealth management services.
9. Focus on tiered, wealth management sales efforts that take into consideration client preferences, trading habits,
and that provide appropriate product information and that increase trading frequency.
Brokerage 10. Push forward with online brokerage business; implement comprehensive platform that integrates both
information and trading systems. Upgrade online trading system stability and order entry quality.
11. Improve our employee training, assistance in preparation for related licenses, performance management, and
information system knowledge, to upgrade our brokers’ professionalism and productivity.
12. Continue to recruit new employees, cultivate strong management trainees and financial planning professionals
who are familiar with a wide range of products. Train back-office staff to take on sales roles thereby
streamlining HR costs.
13. Evaluate the feasibility of digitizing all back-office operations so as to increase efficiency and to control costs
at individual branches.
14. Implement succession mechanisms for each level of the organization, strengthen our incubation center
functions, retain good talent, solid management training programs, set incentive programs, encourage
successors, smooth generational gaps.
15. Set break-even point for each branch, consider the linkage between target customers and brokers’ performance
and branches’ operation outcome, evaluate potential for future profitability, and adjust business direction.
1. Strictly implement risk control regulations to effectively reduce the impact of systemic risk.
2. Adopt dynamic inventory stock level in the face of market change, switching between “Range Trading” and
Proprietary “Trend Trading” strategies, thereby maintaining an optimal market position.
Trading 3. Improve our research and trading of Emerging Market Exchange equities, foreign-listed equities, and futures
markets, to create more diverse sources of revenue.
4. Add quantitative analysis and technical indicator model analysis to our operating systems.
1. Make good use of macroeconomic databases and develop systematic tools to enhance profitability.
2. Appropriately adjust traders’ mandate and increase traders’ mandates gradually.
3. Enhance traders’ decision making and trading ability.
Fixed Income 4. Strengthen foreign bond research and trading team to meet the growing needs of expanding businesses.
Business 5. Recruit experts for sales and debt capital market to expand the business scope in fixed income market.
6. Develop structured products in different themes with the advantages in the proprietary trading business.
7. Strengthen corporate-related business and high-net-worth customers and diversify the risk of proprietary
trading business.
1. Be more consumer-oriented and develop new products to meet these demands.
Financial
2. Strengthen market research and investment analysis of foreign market objectives and issue a variety of
Products
derivative products to provide customers with diverse options for asset allocation.
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2022 Annual Report
V. Business Environment
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Business Unit Strategy
1. Diversify our trading strategies to better react to market changes.
2. Aggressively pursue market-maker roles in foreign futures and options markets.
Quantitative
3. Expand our range of foreign products traded and increase profitability in foreign products.
Trading
4. Increase the proportion of order placements via automatic trading programs.
5. Increased the integration of resources across multiple departments, thereby creating better synergies.
1. Prior to taking initial steps on a given underwriting deal, consultations should be conducted with colleagues
throughout the company’s various departments and divisions so as to accurately access to the realistic profit
opportunities and risks of the deal. Once a deal is ongoing, regular reassessments and revisions should be made
in order to ensure the quality of the overall project.
2. When acting as exclusive sales agent for an issue, a risk assessment report must be generated to determine if
Underwriting
risks fall within the firm’s accepted parameters. Afterwards, daily risk values should be generated and market
(Capital
simulations should be conducted to as so have a clear and timely picture of risk exposure and thus determine
Markets)
when to initiate stop losses or when to take profits. The net effect of all of these efforts will be to lower overall
risk while pursuing the largest possible profit.
3. As for the domestic business, customers of several departments, including Brokerage, Corporate Client, Wealth
Management, Financial Product, and Shareholder Services have been integrated; platforms for corporate and
personal financial services have been established and activated.
1. Improve quality of service:
(1) Respond quickly to legal changes which affect procedures and materials. Improve efficiency of training
cycles. Develop employee knowledge on various regulations and procedures. Enhance mutual support and
Shareholder
flexibility among employees. Increase efficiency of human resource utilization.
Services
(2) Enhance inter-department cooperation and verifications, thereby ensuring accuracy and security of processes.
Coordination
2. Enhance efficiency of operations:
Follow the internal objective of “Customer satisfaction, unceasing improvement and innovation”, we will keep
increasing the satisfaction rate of agency business.
1. Help business personnel to obtain the relevant professional licenses and raise their wealth management
competence.
Wealth 2. In addition to offering a wide range of products, we focus more on the depth of product service and planing
Management & client assets from the perspective of asset allocation.
Trust 3. Construct cross-device platforms that allow orders to be placed for all types of products, thereby offering
clients added convenience and achieving Bank 3.0 objectives.
4. Enhance customer service and product range to meet the needs of high-net-worth customers.
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B. Productions Procedures of Main Products
The Company is a securities service provider. The business and services provided by the Company do not involve the production processes for physical products, so it is not applicable.
C. Supply Status of Main Materials
The securities business and services conducted by the Company are in accordance with the laws and regulations of the competent authority. There is no supply of physical materials, so it is not applicable.
D. Major Suppliers and Clients
The Company’s main customers include individuals, legal entities, approved foreign professional investment institutions and natural persons. In the past two years, each customer’s purchase (sales) of products failed to reach 10% of the purchase (sales) of products of the Company per year.
E. Production in the Last Two Years
The value of the securities business and services conducted by the Company cannot be provided as in the general manufacturing industry.
F. Shipments and Sales in the Last Two Years
The value of the securities business and services conducted by the Company cannot be provided as in the general manufacturing industry. The revenue and its ratio of the Company’s main businesses in the past two years are as follow:
Unit: NT$ thousands
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Item 2021 % 2022 %
Brokerage 5,547,961 52.45% 3,709,607 70.34%
Proprietary Trading 4,604,856 43.53% 1,388,875 26.33%
Underwriting 425,188 4.02% 175,609 3.33%
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III. Employee Data
Analysis of Average Tenure, Age and Education, for Sales Force in 2021, 2022, and up to April 2, 2023
Unit: Person
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Year 2021 2022 2023Q1
Management 117 128 124
Number of
Regular Staff 1,302 1,310 1,291
Employees
Total 1,419 1,438 1,415
Average Age 45.91 46.10 46.21
Average Tenure 13.42 13.11 13.29
Doctorate Degree 0.14 0.14 0.14
Master’s Degree 18.39 18.08 18.59
Bachelor Degree / Junior
Education (%) 70.26 71.35 70.81
College Graduate
Senior High School 11.21 10.43 10.46
- - -
High School or Less
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Note: Directors and part-time employees are excluded.
Revenue Per Employee
| Note: Directors and part-time employees are excluded. Revenue Per Employee |
Note: Directors and part-time employees are excluded. Revenue Per Employee |
Note: Directors and part-time employees are excluded. Revenue Per Employee |
|---|---|---|
| Unit: NT$ thousands | ||
| Item | 2021 | 2022 |
| Revenue Per Employee | 7,455 | 3,668 |
Note: Revenue per employee = total revenue /number of employees
IV. Environmental Protection and Corporate Citizenship
A. Environmental Protection
Based on governmental order #0950007006, each company is required to disclose in its annual report its compliance with the European Union’s Restriction of hazardous Substances Directive (RoHS). The Company is in the securities service industry, so there is no signification environmental pollution nor losses incurred because of environmental pollution (including no compensation and environmental protection audit results documenting any violation of environmental regulations).
B. Corporate Citizenship
President Securities Corporation has been a long-standing supporter of important social charitable activities and, for its efforts, has been recognized with the 7th annual Wenxin Award and the 6th National Civic Service Award, and Top 50 by the Commonwealth magazine in 2013, 2015, 2016, and 2017. Besides, the Company was recognized and reward by the Taiwan Fund for Children and Families in 2013. President Securities Corporation has won the Gold Award in the Finance and Insurance Industry of the Corporate Sustainability Report Awards of the Taiwan Corporate Sustainability Awards (TCSA) for consecutive three years (2020, 2021 and 2022). This represents the highest honor in Taiwan’s Sustainable Development report. The Company was also awarded 2021 Taiwan sustainable enterprise excellent award. Again recognized in 2022's 15th Taiwan Corporate Sustainability Award (TCSA): Comprehensive Performance—Taiwan's Top 100 Sustainable Exemplary Enterprise, The Company won 2021 TSAA Taiwan Sustainability Action AwardBronze medal, was nominated by 2021 and 2022 PWC CSR Influence Award, and Business Today 15th and 16th wealth management bank and securities companies “Best sustainable development Award” by “PSC donates to Child Welfare League Foundation for every order you place”.
The Company has taken concrete actions to cooperate with the Taiwan Fund for Children and Families from 2007 to 2022 to help children from financially challenged families with their studies. The Company also mobilized all employees and customers for joint participation and invested actual funds and various equipment to social welfare activities to fulfill corporate social responsibilities, The Company made a donation of NT$2.5 million to the Taiwan Fund for Children and Families providing schooling subsidies in 2022 in the theme of “Love Will Not Die During Pandemic Prevention”.
Since 2001, The Company has held “Love Delivery Activities” for consecutive 22 years. The target of the charity is children from financially challenged families supported by Taiwan Fund for Children and Families
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V. Business Environment
that provide children from financially challenged families with scholarships. A total of approximately 10,776 elementary school, junior high school, and senior high school students were beneficiaries. The activities have provided school children from poor families with opportunities to explore different academic disciplines for their own development and growth.
An employee blood donation event was held for the first time in 2006 and received an enthusiastic response. Since 2007, the Company has held an employee blood donation event twice a year and extended it to the wider community, which has received a widespread positive response from community residents. Since 2010, the Company has held a blood donation event three times a year. Due to the effects of the COVID-19 pandemic in 2021, the blood donation events were suspended. From 2006 to 2019, a total of 3,517 units of blood had been donated. As a partner of blood donation centers, the Company has been commended by the blood donation centers every year.
The Company launched “PSC donates to Child Welfare League Foundation for every order you place” charity activity in 2021. NT1.1 million was donated to Child Welfare League Foundation Little Helmsman Education Program. The Company participated the minority care public welfare activity held by UniPresident Corporation’s foundation to donate 400 Epidemic prevention kits to the elderly and schoolchildren to fulfill social responsibility. In 2022, we held the "Spotting Investment Fraud Smartly" event and seminar, inviting officials from regulatory authorities, commissioners from the Criminal Investigation Bureau's prevention division, investment consultants, and financial experts to discuss the latest issues on investment fraud. The purpose was to raise awareness about the seriousness of and demonstrate our commitment to preventing investment fraud. The event had 8,114 participants, and the seminar had 1,723 views, 125 shares, and 348 comments, showcasing the sustainable impact of President Securities.
President Securities Corporation upholds the spirit of “giving back to the community what we take”, and we continue to dedicate ourselves to helping disadvantaged groups and to promote social welfare activities.
C. Work Environment Safety and Precautions
-
1.In order to maintain the safety and health of employees, an Occupational Safety and Health Project Section has been set up under the Company’s Department of General Affairs. To promote occupational safety and health services, a Type A occupational safety and health business officer and occupational safety and health administrators have been engaged, which have been registered with the Labor Inspection Office, Taipei City Government.
-
2.The Company pays attention to safety and health in the employees’ work environment. It minimizes hazards in the office environment and also hires full-time health managers and on-site occupational medical specialists while having established a health consultation room to provide health consultation services to employees. Every year, regular employee health examinations are held to let employees understand their health status, take necessary disease and accident prevention and control measures as soon as possible, while a health consultation service is provided to help employees track, analyze, and follow up on each one’s health situation.
-
3.The Company’s office environment considers the safety of employees to be the top priority. Each entrance and exit is equipped with access control card swiping devices. The entrances and exits of each building are controlled by security personnel during the day, night, and on holidays to ensure the personal safety of employees.
-
4.In accordance with the requirements of the Building Public Safety Inspection Certification and Filing Regulations, the Company regularly entrusts a professional company to conduct building public safety inspections every two years and has obtained a qualified independent management certificate related to building public safety.
-
5.The Company’s various mechanical and electrical or fire safety equipment (fire alarms or fire extinguishers, and so on) are in compliance with the provisions of the Fire Services Act; the Company outsources regular fire safety equipment maintenance, repairs, and inspections to a third-party institution every year while filing a report to the competent authority.
-
6.Smoking is completely banned in the Company’s business premises in accordance with regulations, and janitors are hired to clean the office environment. Office floors and carpets are cleaned and waxed regularly to ensure a clean and hygienic work environment.
-
7.The Company provides employees with a safe and healthy workplace. The office is a comfortable space suited for working as it is equipped with a central air-conditioning system and has adequate lighting.
-
8.The Company has provided necessary health and first aid facilities, including automated external defibrillators, and has established breastfeeding rooms. The Company organizes health promotion seminars, and provides employees with relevant information and news related to health care as well as disease and accident prevention; this information is updated on the online health education system regularly.
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-
President Securities handled the COVID-19 outbreak with the utmost diligence. The Administration Department established an pandemic response team, which held 10 meetings in 2022 to develop plans for personnel, equipment and other contingencies. The team also daily monitored the health of the staff, fulfilling its responsibility to ensure their safety.
-
(1) Policies are better than legally required to protect employees, such as COVID leave and vaccine leave.
-
(2) Flexibly implemented off-site backup, work-from-home, and slip office based on the changing pandemic.
-
(3) Provided rapid test kits for staff members at their own discretion and when conditions are met, and assisted high-risk staff members in arranging PCR or antigen rapid tests at the hospital.
-
(4) Fully covered COVID-19 vaccine insurance to encourage vaccination and subsidized the cost of flu vaccine to offer employees comprehensive protection.
V. Labor Relations & Employee Benefit
A. Employee Benefits, Education and Training
1. Employee Benefits
The company has always maintained a harmonious relationship with its employees. We have spared no expense in providing attractive employee benefits, in providing opportunities for personal growth, in providing a pleasant work environment, and in providing clear and accessible communication channels to all levels of management.
In addition, we go beyond simply offering benefits prescribed by Labor Standard Act, such as annual leave time and number of working hours. Employees also enjoy additional benefits such as group insurance for worker’s compensation, accident medical care, and department dining subsidy. As well, we offer employees funds for weddings and in time of bereavement, and organizes and subsidized employee outings aimed at strengthening relationships between the firm and our employees, and among employees themselves.
The company is committed to creating a reasonable, friendly, and efficient work environment for its employees, an environment that includes strong lines of communication for employees to express opinions and suggestions about the firm. With this in mind, the firm has established an “Employee Suggestion Center” and also organizes regular employee workshops to actively solicit, discuss, and then respond to employee concerns and suggestions. The Company has also dedicated itself to building a safe and equal work place with a proper complaint channel.
In January of 2004, the company expanded its employee benefits to include an “Employee Stock Ownership Trust, (ESOT)”.Each participating employee may decide his/her own monthly contribution to the trust account, and the Company will also set aside a corresponding amount (subject to an award cap according to his/her job rank) as bonus. The aim of this program is to promote long-term commitments from employees as well as encourage healthy savings habits and encourage responsible retirement planning.
To encourage employees to live healthier lives, the Company provides all employees with a smoke-free work environment and arranges annual health checks for employees to improve their physical health. The arrangements are superior to legal requirements. In addition, the Company also conducts periodic blood donation activities and physical and spiritual health seminars from time to time to improve employees’ overall health. The activities include sanitation education, policy, and the environment.
The Company also provides a spacious 200-ping sports center which is equipped with comprehensive sports facilities. It also actively promotes various club activities to promote healthier lifestyles for employees. Essentially, all such benefits and programs are designed to foster a harmonious relationship between employees and the company. In addition, the Company was awarded two stars as Best Companies to work for by Department of Labor, Taipei City Government in 2012. The Company was also selected as an Enterprise of Happiness by 1111 Job Bank in 2019. Going forward, we are optimistic to continue to improve upon these relationships, always with the ultimate aim of allowing both the company and our employees to enjoy mutual benefit and growth.
2. Education and training courses, expenditures, and number of hours
The Company values education, training, and talent development. The effects of training in 2022 are described as follows:
Talent training
- (1) Talent development for future channel personnel: To meet the needs of the organization’s business development, assist the brokerage department and the settlement department in nurturing new generation of talents to prepare for organizational development.
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-
(2) Nurturing of top talent: In response to future business development and operation challenges, meeting customer needs and promoting organizational performance. the Company launched a talent pool project to recruit excellent young talents, systematically select and nurture them. The Group will also strengthen its ability in precision analysis, identifying issues, and rapidly proposing innovative solutions, so as to cultivate talents required for business development.
-
Assist the wealth management business of brokerage channel system promotion.
-
(1) Training on financial consultant: In response to the needs of the brokerage business transformation, the Company will expand the development of wealth management business, strengthen the professional competency of the financial consultants , so as to keep pushing the branch entities’ expanding wealth
-
(2) Recruitment and training of sales personnel: To continuously improve business performance and
-
(3) Industry trends: The monthly President Class focuses on analyses of trending industries to provide colleagues with a greater understanding of industry trends to have expertise in wealth management products to provide customers with appropriate financial planning advice and customer service.
Finance 3.0 Digital Transformation Training Program
-
(1) FinTech talks: Help employees to become cognizant of the crisis, customer types, behavior patterns, and services of securities industry’s development in the upcoming FinTech era. We will keep up with the developments of FinTech to facilitate talent development and organizational transformation.
-
(2) BA(Business Analyst) Workshop: In order to promote effective communication between business units and the Information Department, accelerate the information project, BA workshops were organized to develop relevant documentation for system development through practical project studies, and enable business units to understand BA roles positioning and effective operating model, so as to accelerate the clarification of specification, build communication bridges, and build consensus on mission objectives during the cooperation process and accelerate the completion of tasks.
-
Professional Capability Enhancement Program
-
(1) Problem analysis and solving skills: Equip employees with the ability to quickly analyze and identify problems, and effectively propose solutions in response to the rapidly changing environment and the need for organizational business expansion. Employees are therefore familiar with systematic thinking, problem analysis and solution techniques that help them complete work.
-
(2) Professional competence certification: By promoting the project of elevating professional competence, we encourage colleagues to engage in cross-functional and diverse learning and development, which will booster efficiency and customer satisfaction.
-
Program for improving management by supervisors
-
(1) New manager training: Assists new managers in developing management fundamentals, including the necessary management mindset for promotion, goal setting, fostering subordinates, performance management and development. They will be able to guide other employees in achieving the organization’s goals.
-
(2) Mid-level manager training: Enables managers in utilizing their influence to inspire team cohesion establish consensus and visions, and implement effective performance management, thereby accelerating organizational transformation while balancing business development. Through this training, employees are supported in their development, helping to continuously improve organizational performance together.
-
(3) Senior executive leadership forum: Aims to develop strategic thinking, communication and motivational skills, and team leadership in working toward a common goals among senior executives, thereby accelerating organizational transformation while balancing business development.
E-training
-
(1) The training system has been upgraded to version LMS6.4 and its functions are upgraded to improve the Company’s management and implementation of training programs.
-
(2) The Company purchases and produces training materials based on job requirements, integrates free resources, and selects various online materials suitable for various roles to encourage employees to learn on their own at any time. This allows learning to be more diverse and spontaneous.
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- The Company received the Taiwan Training Quality Assessment Bronze Award from the Labor Development Department, Ministry of Labor from 2016 to 2022, and won silver award for six consecutive years from 2010 to 2016, and was the only enterprise in the securities industry to receive the Silver Award for six consecutive years. The Company won the bronze award from 2018 to 2022. It developed human-resource development quality management system according to TTQS in consecutive 12 years for consistency and stability.
B. Retirement System and Implementation Status
-
To encourage employees’ long-term services and professional development, protect employee rights, and improve work efficiency, the Company has established the Employee Retirement Regulations in accordance with the approval granted in the National Taxation Bureau’s (1989) Cai-Bei-Guo-ShiuShen-1 No.112955 . Letter dated November 12, 1989.
-
The Company established the Employee Pension Fund Management Committee on October 11, 1994 with the approval of the Department of Labor of the Taipei City Government. After the implementation of the Labor Standards Act in March 1998, the Company established the Supervisory Committee of Labor Retirement Reserve in accordance with the laws. Related organization charters and retirement regulations have been approved by the Department of Labor of the Taipei City Government. The Company appropriates funds at least 2% to the Trust Department of the Bank of Taiwan according to the appropriation ratio calculated by the actuary.
-
The government implemented the new retirement system in the “Labor Pension Act” in July 2005 to handle employees’ retirement. As of today, the Company has close to 1,400 employees enrolled in the new labor pension system. The Company complies with government policies and appropriates 6% of employees’ salaries to the pension account in the Bureau of Labor Insurance each month.The appropriation amount for 2022 is 71,706 thousand .
-
Retirement qualifications and principles for payment:
-
4.1 Voluntary retirement: Employees who met any of the following criteria may apply for voluntary retirement:
-
A. Those who have served for more than 15 years and are over 55 years old.
-
B. Completed 25 years of service, regardless of age.
-
C. Working with the company for at least 10 years and over 60 years old.
-
-
4.2 Forced retirement: The Company may request an employee to retire in any of the following situations:
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A. Where the employee attains the age of 65.
-
B. Where the employee with mental or physical disabilities is unable to meet the job requirements.
-
-
4.3 The calculation of pension:
-
A. For employee who joined the Company after July 1, 2005, the pension eligibility follows the Labor Pension Act. During the employment period, the Company shall make monthly contributions based on monthly salary scale set by the Ministry of Labor. A monthly pension of not less than 6% of the salary shall be contributed to the individual pension account established by the Bureau of Labor Insurance.
-
B. Employees who joined the Company before July 1, 2005 may choose the following two pension rules for their applicable years of service:
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(a). Follow the rule of Labor Standards Act: Two bases are given for each full year of service rendered. But for the rest of the period over 15 years, one base is given for each full year of service rendered. The total number of bases shall be no more than 45. The length of service is calculated as half year when it is less than six months and as one year above six months. The basis of salary is based on the average salary of the last six months prior to the employees applying for retirement. Those who choose to apply for this method may opt for the years of service which is after July 1, 2010 according to Labor Pension Act by July 1, 2010.
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(b). According to the provisions of the Labor Pension Act, the Company pays monthly salary based on the monthly salary scale as set by the Ministry of Labor from the date the employees opts for it. A monthly pension of not less than 6% shall be contributed by the individual as set by the Bureau of Labor Insurance.
-
-
-
4.4 An additional 20% on top of the amount calculated according to the preceding subparagraph shall be given to employees who are forced to retire due to mental or physical disability caused while executing their duties.
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V. Business Environment
C. Employee Disputes and Protection of Employee Rights
-
In accordance with the Labor Standards Act, the company has instituted its own set of work rules and has submitted a copy of these work rules to the Taipei City Government Department of Labor for approval. In addition to notifying all employees via internet of the content of these work rules, we also have posted a copy of these work rules on rules, we also have posted a copy of these work rules on the company’s internal corporate website where employees may view a copy of these rules at any time.
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The Company maintains harmonious labor relations. In addition to regularly convening labormanagement meetings, we also regularly promote labor rights to provide a channel for communication between labor and management, improving the relationship between labor and management.
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D. Loss caused by labor dispute in the recent years to the Publish Date of the Annual Report: None.
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E. An estimate of losses incurred to date or likely to be incurred in the future, and mitigation measures being or to be taken: None.
F. Certification Details of Employees Whose Jobs are Related to the Release of the Company’s Financial Information
Certification details of employees whose jobs are related to the release of the Company’s financial information are disclosed in the table below. In response to the competent authorities’ requirements for risk management implemented by the risk management unit and the qualifications for operators and internal auditors, the Company’s relevant personnel have also completed the training and obtained relevant qualifications in accordance with the regulations. Currently, four employees in charge of risk verification have obtained the Financial Risk Manager (FRM) Certificate and two employees in charge of auditing have also obtained Certified Financial Service Auditor (CFSA) Certificate.
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Risk Controls Office/ 5 employees
Certifications and Qualifications Received by Employees
Qualified Ratio (%)
Qualification Exam for Senior Securities Specialist 5 100.0
Qualification Exam for Futures 5 100.0
Certificate of Margin Trading and Short Selling 1 20.0
Qualification Exam for Securities Investment Trust and
3 60.0
Consulting Professional
Qualification Exam for Personal Insurance Representative 1 20.0
Qualification Exam for Non-Life Insurance Representative 1 20.0
Bill Finance Specialist exam 2 40.0
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Finance Department/ 40 employees
Certifications and Qualifications Received by Employees
Qualified Ratio (%)
Qualification Exam for Senior Securities Specialist 28 70.0
Qualification Exam for Securities Specialist 4 10.0
Qualification Exam for Futures 9 22.5
Certificate of Margin Trading and Short Selling 5 12.5
Qualification Exam for Securities Investment Trust and
9 22.5
Consulting Professional
Proficiency Test for Trust Operations Personnel 7 17.5
Qualification Exam for Personal Insurance Representative 8 20.0
Basic Proficiency Test for Bank Lending Personnel 1 2.5
Proficiency Test for Financial Planning Personnel 2 5.0
Basic Proficiency Test for Bank Internal Controls 5 12.5
Qualification Exam for Non-Life Insurance Representative 5 12.5
Professional Capacity of Bonds Specialist 1 2.5
Bill Finance Specialist exam 3 7.5
Proficiency test for corporate basic internal control 2 5.0
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Auditing Office/ 20 employees
Certifications and Qualifications Received by Employees
Qualified Ratio(%)
Qualification Exam for Senior Securities Specialist 17 85.0
Qualification Exam for Securities Specialist 3 15.0
Qualification Exam for Futures 20 100.0
Certified Public Accountants 1 5.0
Certificate of Margin Trading and Short Selling 11 55.0
Qualification Exam for Securities Investment Trust and
14 70.0
Consulting Professional
Proficiency Test for Trust Operations Personnel 15 75.0
Qualification Exam for Personal Insurance Representative 13 65.0
Qualification Test for Sales Personnel of Structured Products 12 60.0
Basic Proficiency Test for Bank Lending Personnel 1 5.0
Proficiency Test for Financial Planning Personnel 5 25.0
Basic Proficiency Test for Bank Internal Controls 9 45.0
Qualification Exam for Non-Life Insurance Representative 12 60.0
Qualification Exam for Stock Affair Specialist 2 10.0
Professional Capacity of Bonds Specialist 1 5.0
Bill Finance Specialist exam 2 10.0
Qualification Exam for Investment-orientated Insurance
8 40.0
Product Representative
Proficiency test for corporate basic internal control 4 20.0
Wealth management salespersons 14 70.0
Qualification Exam for Securities Investment Trust and
3 15.0
Consulting Regulations
Trust laws exam 4 20.0
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G. Conduct and Ethics of Employees
The Company has formulated the “Work Rules” and “The Regulations and Declaration” signed with employees for their conduct and ethics. The content is summarized below:
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All the Company’s employees shall comply with the following standards and rules in the daily life for the Company’s development and all employees’ welfare:
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(1) Environmental sanitation: Maintain sanitation in the surrounding environment and keep documents and supplies tidy.
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(2) Clothing and appearance: Dress in a simple and tidy manner; have a haircut and shave from time to time; barefoot, slippers, flip-flops, and jeans are prohibited; wear in uniform from Monday through Thursday.
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(3) Interaction with people: Focus on manners, punctuality, and promise-keeping, respect others, cherish public property, work hard, and be efficient.
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(4) Commitment: Be active and responsible at work; do not shirk responsibilities; do not be perfunctory; never put off till tomorrow what may be done today.
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(5) Customer first: Receive customers in a cordial and attentive manner; put services first; place emphasis on customers’ rights and interests.
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(6) Public property: Ensure proper safekeeping and strengthened management of supplies and equipment.
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(7) Profit boosting and cost cutting: Assist in the expansion of business, actively strive for the Company’s interests, reduce and save expenses, as well as eliminate waste.
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(8) The Company strictly prohibits gambling, noise, and physical fights.
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V. Business Environment
-
All of the Company’s employees shall comply with the following service standards and rules for maintaining the Company’s interest.
-
(1) During employment, employees shall not take on part-time (concurrent) duties other than the work designated by the Company. If it is not in conflict with the Company’s operating interests and will not interfere with the full-time work, employees shall report to their supervisors beforehand. Except for the purpose of business, employees shall not use the Company’s name without permission.
-
(2) Employees shall not look through documents, correspondence, and books of accounts that are not part of their business and present their business documents to irrelevant parties.
-
(3) Never leak, transfer, or otherwise the Company’s business or technological secretes, including but not limited to all documents, information, products, or objects or rights with property value, to people.
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(4) Employees guarantee that when leaving the Company, all the Company’s information kept related to the work shall be handed over to the unit supervisor, and that Company’s property and relevant documents shall not be taken away.
-
(5) Employees shall not bring prohibited items and flammable materials into the company; they shall not bring people who do not work at the Company to the Company without permission.
-
(6) Employees are not allowed to absent the Company’s major meetings without any reason.
-
(7) The Company’s employees shall report their duties and business to supervisors from the first level all the way up and shall not bypass supervisors in the middle and report to those at higher levels directly, unless it is an emergency or special circumstance.
-
(8) The Company’s employees shall not take the Company’s property or documents out of the Company without permission, unless with the responsible supervisor’s approval.
-
(9) The Company’s employees shall not have a loan relationship or guarantee relationship with the Company’s customers.
-
(10) The Company has prohibited inappropriate lending or loan brokerage among employees.
-
(11) During employment, employees shall comply with the Company’s assignment of work as well as management and supervision; the Company may adjust the employees’ job duties and workplace location based on business needs in accordance with labor laws.
-
(12) To protect the Company’s reputation, the Company strictly prohibits employees’ comments that are not verified or may damage the Company’s reputation on any social websites.
-
To maintain the Company’s corporate culture, the Company’s employees shall comply with the following ethical standards and rules.
-
(1) When conducting business, employees shall not directly or indirectly offer, promise to offer, request, or accept any improper benefits, including kickbacks, commissions, facilitation fees, or otherwise offer or accept improper benefits to or from customers, agents, contractors, suppliers, public servants, or other stakeholders.
-
(2) When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, employees shall comply with the Political Donations Act and its own relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.
-
(3) For charitable donations or sponsorships, employees shall comply with relevant laws and regulations and shall commit bribery in disguise.
-
(4) Employees shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.
-
(5) Managers shall not take advantage of their positions in the Company to obtain improper benefits for themselves, their spouses, parents, children or any other person.
-
I will comply with relevant securities laws; in the case of any violations, I am willing to accept the Company’s punishment.
-
If personal behavior is detrimental to the social public order, good social customs, or personal misconduct has constituted sexual harassment of other colleagues, with specific evidence proving that it has damaged a business unit’s or colleague’s image or reputation, the Company may terminate the employment relationship without notice.
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-
I will strictly abide by the Company’s regulations on copyright protection, do not use computer programs that are not legally authorized on the Company’s personal computers, and will never reproduce or infringe any programs that are legally authorized on the Company’s personal computers. If violating the above-mentioned regulations, I am willing to accept the Company’s severe punishment and accept all the criminal and civil liability.
-
Corporate information confidentiality
-
(1) The ownership, patent rights, and other rights of the business information, research results, or inventions and technologies, which are obtained because of or through my duties, belong to the Company, and I agree to assist the Company in conducting the necessary procedures for obtaining or protecting the rights, whether I am employed.
-
(2) I agree that the author of the work, which I plan with the fund from the Company or I accomplish through the equipment or information provided by the Company, is the Company, and that the Company owns the copyright.
-
(3) Never help the Company’s competitors or provide them with relevant materials or information without approval.
-
(4) Never use Company’s confidential information to threaten the Company as a means of promotion or getting a pay raise.
-
(5) Never investigate (snoop about) the Company’s confidential information that is not related to the work; never discuss the Company’s confidential information with colleagues.
-
(6) The salary and bonuses of the Company’s employees are regarded as confidential; I shall not tell other people about my own salary and bonuses and must not inquire about other colleagues’ salaries and bonuses.
-
(7) If violating the above-mentioned regulations, I am willing to accept the Company’s punishment and take the responsibility for compensation for the resulting damage or losses to the Company.
-
Regulations on e-mail
Comply with the Company’s relevant regulations on intranet connected to the Internet and e-mail accounts; any violator is willing to accept the Company’s punishment.
H. Internal Legal Compliance and Material Information Management
-
We have set an “internal material information handling procedures” and assigned the Compliance Office to be in charge of internal major information in order to do coordination and prevent internal trading. In addition, our HR promotes education advocacy toward board members, managerial officers, and employees each year. In accordance with the “Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Listed Companies” and with the “Taiwan Stock Exchange Corporation Procedures for Press Conferences Concerning Material Information of Listed Companies”, we have posted all such information on the company’s internal corporate website where employees and managers may view it.
-
Within the Office of the CEO, we have established a Legal Compliance Department, which is tasked with ensuring that all of the company’s processes and administrative procedures are in compliance with the most recent laws and regulations, that all activities are conducted in accordance with relevant laws and regulations. And in accordance with “Standard Directions for the Content and Procedures of Assessment of Legal Compliance of Securities Firms”, this department is also tasked with conducting regular legal compliance evaluations of each department and each branch office and then conducting legal compliance training specific to their needs.
-
We have created a legal compliance section on our internal corporate website where we routinely post information on any recent amendments made to relevant laws and regulations. We have also set up a hotline where employees can call to learn more about insider trading, its key principles, definitions, and the potential civil and criminal exposures involved. All of these measures, taken together, provide our employees with appropriate and adequate legal guidance.In order to enhance the legal compliance awareness of all employees, the Company organizes regular/irregular educational training courses every year on the Financial Consumer Protection Law, Principle of Fair Dealing, Anti-Money Laundering and Countering Terrorism Financing Law, Personal Data Protection Law, insider trading and material information related regulations, prevention and control of illegal infringement, labor rights and information security etc.
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2022 Annual Report
V. Business Environment
- To comply with Personal Information Protection Act, we established personal data protection system in 2013. Since 2013, the Company has introduced an information management system with the assistance of an external professional consulting team and obtained the BS 10012 information management system certification mark issued by the British Standards Institution. The Company has established a personal data protection committee and an emergency response team for personal data protection. Every year, each department is required to inspect and review all personal data collected, processed, and used, as well as reviewing the operating standards.
VI. Information and Communication Security Management
A. Description of the information and communication security risk management framework, information and communication security policies, specific management plans and resources invested in the information and communication security management.
1. Information and Communication Security Risk Management Structure:
At present, the Company’s organization related to the daily operations or projects of information security is the Information System Department, and the primary responsible department of information security business is the Information Security Section of such department, which is an independent dedicated unit for information security. Appropriate personnel are designated to act as the head of the dedicated information security unit. There is no part-time information responsibility or other businesses assigned to the unit which have conflict of interests with the duties, and appropriate human resources and equipment are deployed or implemented. Other Sections act as assisting units to execute or implement information security.
2. Information and Communication Security Policy:
The Company has established rules and procedures relating to information assets, risk assessment, application development, network and communication security in accordance with the requirements of the Information Security Management System (ISO27001: 2013) to serve as the basis for daily operation and management. After obtaining the certification on August 23, 2013, BSI has conducted continuing assessment visit every year and re-assessment every three years. Re-assessment was completed on August 25, 2022. The certificate will remain in force from August 25, 2022 until August 24, 2025.
3. Specific management plans:
The Company, through its management, guides and controls the overall information security activities process of the organization, ensures and maintains effective communication with staff at all levels, follows and maintains effective operation and continuous improvement of “Plan”, “Do”, “Check” and “Act”, and strengthens the information security management system.
4. Resources invested in communication safety management:
In view of the increasing threat of cyberattacks recently, in order to ensure that computer systems have certain level of security protection capabilities, it is necessary to upgrade the protection facilities in each aspect from server room, servers and hosts, user equipment, internet and email, so as to implement control measures in the technical and management aspects and improve and enhance the security protection capabilities of the internet and information systems. In addition to completing the revision and formulation of relevant information security management operating rules, the security updates, patches and version upgrades of relevant equipment will be completed gradually. Furthermore, external units are invited to conduct independent inspections, tests, and assessments to early identify potential information security risks.
5. This year, the information security response concept and respond speed of relevant units were also strengthened through exercises. The information security response strength-ening exercises are as follows:
-
(1) Preventing malicious e-mail and social engineering practice activity.
-
(2) The application system backup switch practice activity.
-
(3) Distributed Denial of Service (DDoS) Attack practice.
-
(4) 2022 Information and Communication Security Report Practice Plan by the Financial Supervisory Commission and its affiliates.
-
(5) Information security and health check assessment activity.
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-
(6) Ultimate objective for securities and futures companies tiered information and communication security protection activity.
-
(7) Mobile application APP testing.
-
(8) Arranged information security education and training in order to strengthen information security awareness. The training courses include:
-
A. Information security incidents and sharing of security concepts.
-
B. Use of personal computer and daily information security operations.
-
C. Information security skills training and information security concepts.
-
D. Email security and prevention of social engineering.
It aims to improve the security, reliability, availability of information system and reduce the risks that relevant information security incidents may pose to the Company’s finance.
- B. List of losses, possible effects and countermeasures resulting from major information security incidents in the most recent year up to the publication date of this annual report : None.
VII. Material Contracts and Agreements
- A. Operating lease contract: For each leased asset with more than NT$5 million of rent per annum as of the Publish Date of the Annual Report
Unit: NT$
| Type | Asset | Area (Ping) |
Lease Term | Rental | Lessee | Payment Method |
Restrictive Covenant |
|---|---|---|---|---|---|---|---|
| Assets leased by the Company |
Nanjing Branch Office |
218 | 2022.01- 2026.12 |
458,000/month | Chen, Ting- Yuan |
Half a year | NA |
- B. Non-operating lease contract: For each leased asset with more than NT$5 million of rent per annum as of the Publish Date of the Annual Report
Unit: NT$
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----- Start of picture text -----
Area Payment Restrictive
Type Asset Lease Term Rental Lessee
(Ping) Method Covenant
Uni-President
Assets leased
President Securities 2019.04- Asset
to other 307.06 522,000/month Monthly NA
Building 2024.03 Management
entities
Corporation
Assets leased
President Securities 2019.04- President
to other 417.14 709,000/month Monthly NA
Building 2024.03 Tokyo Corp.
entities
----- End of picture text -----
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2022 Annual Report
VI. Financial Information
VI. Financial Information
I. Five-Year Financial Summary
A. Condensed Balance Sheet
1. Consolidated Condensed Balance Sheet – Based on IFRS
Unit: NT$ thousands
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Year Financial Summary for the last five years (Note1)
2023Q1
Item 2018 2019 2020 2021 2022
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| Year Item |
Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | 2023Q1 |
|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | ||
| Current Assets 64,915,856 90,081,974 105,321,883 108,685,040 85,395,659 Property and Equipment (Note2) 2,442,370 2,443,964 2,453,712 2,447,128 2,609,642 Intangible Assets 124,210 129,160 151,765 195,468 246,506 Other Assets 2,898,837 3,099,302 5,784,405 6,360,263 6,639,055 |
Note4 | |||||
| Total Assets 70,381,273 95,754,400 113,711,765 117,687,899 94,890,862 |
||||||
| Current Liabilities Before distribution 44,636,888 68,821,260 84,087,688 85,708,967 64,963,349 After distribution 45,596,283 70,193,650 86,187,445 88,460,488 Note3 Non-Current Liabilities 31,938 167,368 144,595 212,302 121,025 |
||||||
| Total Liabilities Before distribution 44,668,826 68,988,628 84,232,283 85,921,269 65,084,374 After distribution 45,628,221 70,361,018 86,332,040 88,672,790 Note3 |
||||||
| Equity Attributable to Shareholders of the Parent 25,645,985 26,699,680 29,407,315 31,683,584 29,719,092 Capital Common Stock 13,904,281 13,723,900 13,998,378 14,558,313 14,558,313 Capital Reserve 142,702 91,261 91,261 91,261 91,261 Retained Earnings Before distribution 10,979,662 12,362,704 14,483,188 15,724,509 13,785,771 After distribution 10,020,267 10,715,836 11,823,496 12,972,988 Note3 Other Equity Interest 619,340 521,815 834,488 1,309,501 1,283,747 Treasury Stocks - - - - - Non-controlling Interests 66,462 66,092 72,167 83,046 87,396 |
||||||
| Total Equity Before distribution 25,712,447 26,765,772 29,479,482 31,766,630 29,806,488 After distribution 24,753,052 25,393,382 27,379,725 29,015,109 Note3 |
Note 1: Financial information for the years of above-mentioned was audited and certified by CPAs.
Note 2: No asset revaluation has been conducted.
Note 3: Distributed earnings from 2022 have not yet to be approved by shareholders.
Note 4: According to Article 19, Paragraph 1 of the “Regulations Governing Information to be Published in Annual Reports of Public Companies”, as of the date of the annual report printing, the financial statements have not yet been audited by the accountant and therefore are exempt from disclosure.
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2. Individual Balance Sheet
Unit: NT$ thousands
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----- Start of picture text -----
Year Financial Summary for the last five years (Note1)
2023Q1
Item 2018 2019 2020 2021 2022
----- End of picture text -----
| Year Item Financial Summary for the last five years (Note1) 2018 2019 2020 2021 2022 |
Financial Summary for the last five years (Note1) | 2023Q1 |
|---|---|---|
| Current Assets 48,293,715 71,080,620 79,397,996 83,200,925 61,093,620 Property and Equipment (Note2) 2,269,210 2,270,391 2,270,322 2,271,270 2,413,110 Intangible Assets 67,004 70,726 94,479 145,690 187,393 Other Assets 6,965,559 7,263,678 9,087,091 9,573,767 10,043,533 |
Note4 | |
| Total Assets 57,595,488 80,685,415 90,849,888 95,191,652 73,737,656 |
||
| Current Liabilities Before distribution 31,913,301 53,837,030 61,303,138 63,291,750 43,886,283 After distribution 32,872,696 55,209,420 63,402,895 66,043,271 Note3 Non-Current Liabilities 36,202 148,705 139,435 216,318 132,281 |
||
| Total Liabilities Before distribution 31,949,503 53,985,735 61,442,573 63,508,068 44,018,564 After distribution 32,908,898 55,358,125 63,542,330 66,259,589 Note3 |
||
| Capital Common Stock 13,904,281 13,723,900 13,998,378 14,558,313 14,558,313 Capital Reserve 142,702 91,261 91,261 91,261 91,261 Retained Earnings Before distribution 10,979,662 12,362,704 14,483,188 15,724,509 13,785,771 After distribution 10,020,267 10,715,836 11,823,496 12,972,988 Note3 Other Equity Interest 619,340 521,815 834,488 1,309,501 1,283,747 Treasury Stocks - - - - - Non-controlling Interests - - - - - |
||
| Total Equity Before distribution 25,645,985 26,699,680 29,407,315 31,683,584 29,719,092 After distribution 24,686,590 25,327,290 27,307,558 28,932,063 Note3 |
Note 1: Financial information for the years of above-mentioned was audited and certified by CPAs.
Note 2: No asset revaluation has been conducted.
Note 3: Distributed earnings from 2022 have not yet to be approved by shareholders.
Note 4: According to Article 19, Paragraph 1 of the “Regulations Governing Information to be Published in Annual Reports of Public Companies”, as of the date of the annual report printing, the financial statements have not yet been audited by the accountant and therefore are exempt from disclosure.
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VI. Financial Information
B. Condensed Income Statements
1. Consolidated Condensed Income Statements
Unit: NT$ thousands
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Year Financial Summary for the last five years (Note1)
2023Q1
Item
2018 2019 2020 2021 2022
----- End of picture text -----
| Year Item |
Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | 2023Q1 |
|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | ||
| Operating Revenue 5,774,276 7,142,397 9,581,272 11,621,619 6,271,336 Gross Profit 4,644,268 5,896,915 8,526,443 10,527,808 5,274,862 |
Note3 | |||||
| Operating Income 1,021,143 2,061,802 3,607,110 4,267,554 697,614 Non-Operating Income 415,744 496,006 375,712 401,881 276,087 |
||||||
| Income Before Tax 1,436,887 2,557,808 3,982,822 4,669,435 973,701 |
||||||
| Net Income (Loss) from Operations of Continued Segments 1,217,633 2,373,835 3,614,596 4,011,373 736,245 Net Income (Loss) from Discontinued Operations - - - - - Net Income (Loss) 1,217,633 2,373,835 3,614,596 4,011,373 736,245 Other Comprehensive Income (Income after Tax) 145,968 -124,296 475,346 380,465 57,928 |
||||||
| Total Comprehensive Income 1,363,601 2,249,539 4,089,942 4,391,838 794,173 |
||||||
| Net Income Attributable to Shareholders of the Parent 1,210,323 2,368,536 3,607,518 4,007,435 729,368 Net Income Attributable to non- controlling Interests 7,310 5,299 7,078 3,938 6,877 Comprehensive Income Attributable to Shareholders of the Parent 1,355,594 2,244,912 4,080,025 4,376,026 787,029 Comprehensive income attributable to non-controlling interests 8,007 4,627 9,917 15,812 7,144 Earnings Per Share (Note2) 0.82 1.63 2.48 2.75 0.50 |
Note 1: Financial information for the years of above-mentioned was audited and certified by CPAs.
Note 2: Earnings per share is calculated based on the number of shares that were adjusted retrospectively. The unit is NTD.
Note 3: According to Article 19, Paragraph 1 of the “Regulations Governing Information to be Published in Annual Reports of Public Companies”, as of the date of the annual report printing, the financial statements have not yet been audited by the accountant and therefore are exempt from disclosure.
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2. Individual Condensed Income Statements
Unit: NT$ thousands
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Year Financial Summary for the last five years (Note1)
2023Q1
(Note1)
Item
2018 2019 2020 2021 2022
----- End of picture text -----
| Year Item |
Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | 2023Q1 (Note1) |
|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | ||
| Operating Revenue 4,687,890 6,229,917 8,472,984 10,578,004 5,274,091 Gross Profit 3,931,716 5,313,631 7,832,892 9,905,317 4,715,091 |
Note3 | |||||
| Operating Income 880,341 2,024,947 3,522,255 4,262,675 712,155 Non-Operating Income 505,305 489,434 404,341 370,104 200,527 |
||||||
| Income Before Tax 1,385,646 2,514,381 3,926,596 4,632,779 912,682 |
||||||
| Net Income (Loss) from Operations of Continued Segments 1,210,323 2,368,536 3,607,518 4,007,435 729,368 Net Income (Loss) from Discontinued Operations - - - - - Net Income (Loss) 1,210,323 2,368,536 3,607,518 4,007,435 729,368 Other Comprehensive Income (Income after Tax) 145,271 -123,624 472,507 368,591 57,661 |
||||||
| Total Comprehensive Income 1,355,594 2,244,912 4,080,025 4,376,026 787,029 |
||||||
| Earnings Per Share (Note2) 0.82 1.63 2.48 2.75 0.50 |
Note 1: Financial information for the years of above-mentioned was audited and certified by CPAs.
Note 2: Earnings per share is calculated based on the number of shares that were adjusted retrospectively. The unit is NTD.
Note 3:According to Article 19, Paragraph 1 of the “Regulations Governing Information to be Published in Annual Reports of Public Companies”, as of the date of the annual report printing, the financial statements have not yet been audited by the accountant and therefore are exempt from disclosure.
C. Auditors’ Opinions from 2018 to 2022
| Year | CPA | Audit Opinion |
|---|---|---|
| 2018 | Lin, Se-Kai / Hsiao, Chin-Mu | Unqualified Opinion |
| 2019 | Lin, Se-Kai / Hsiao, Chin-Mu | |
| 2020 | Lin, Se-Kai / Lo, Sen-Jiao | |
| 2021 | Lin, Se-Kai / Lo, Sen-Jiao | |
| 2022 | Lin, Se-Kai / Lo, Sen-Jiao |
128
2022 Annual Report
VI. Financial Information
II. Financial Analysis for the Past Five Years
1. Consolidated Financial Analysis for the Past Five Years
| Year Item |
Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | 2023Q1 | |
|---|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | |||
| Financial Structure (%) Debt Ratio Ratio of Long-term Capital to property and equipment |
63.42 72.05 74.08 73.01 68.59 1052.77 1095.18 1201.42 1298.12 1142.17 |
Note1 | |||||
| Solvency (%) Current Ratio Quick Ratio |
145.43 130.89 125.25 126.81 131.45 145.39 130.86 125.22 126.78 131.39 |
||||||
| Profitability Analysis Return on Total Assets (%) Return on Stockholders’ Equity (%) Pre-tax Income to Paid-in Capital (%) Profit Ratio (%) Earnings Per Share (NT$) (Note2) |
1.98 3.37 3.66 3.54 0.83 4.76 9.05 12.85 13.10 2.39 10.33 18.64 28.45 32.07 6.69 21.09 33.24 37.73 34.52 11.74 0.85 1.69 2.58 2.75 0.5 |
||||||
| Cash Flow (%) Cash Flow Ratio Cash Flow Adequacy Ratio Cash Reinvestment Ratio |
24.26 - 8.87 2.67 11.47 404.72 409.63 459.61 356.40 285.42 35.71 - 20.81 0.59 16.15 |
||||||
| Other Ratio (%) Debit to Equity Ratio Ratio of Property and Equipment to Total Asset Total Underwriting to Quick Assets Ratio Total Margin Loan Balance to Equity Ratio Total Short Sales Amount to Equity Ratio |
173.72 257.75 285.73 270.48 218.36 4.3 3.18 2.72 2.67 3.55 1.32 0.88 0.73 1.19 0.78 31.19 37.45 41.55 57.75 35.34 7.81 7.06 6.14 4.91 6.07 |
||||||
| Analysis of financial ratio differences for the last two years (for variations above 20%) (1) Return on Total Assets:Decreased mainly due to the decrease of net income in 2022 as compared to that in 2021. (2) Return on Stockholders’ Equity:Decreased mainly due to the decrease of net income in 2022 as compared to that in 2021. (3) Pre-tax Income to Paid-in Capital:Decreased mainly due to the decrease of pre-tax income in 2022 as compared to that in 2021. (4) Profit Ratio:Decreased mainly due to the decrease of net income in 2022 as compared to that in 2021. (5) Earnings Per Share:Decreased mainly due to the decrease of net income in 2022 as compared to that in 2021. (6) Cash Flow Ratio: Increased mainly due to the increase of cash inflow from operating activities in 2022 as compared to that in 2021. (7) Cash Reinvestment Ratio: Increased mainly due to the increase of cash inflow from operating activities in 2022 as compared to that in 2021. (8) Debit to Equity Ratio:Decreased mainly due to the decreases of accounts payable and bonds sold under repurchase agreements in 2022 as compared to that in 2021. (9) Ratio of Property and Equipment to Total Asset:Decreased mainly due to the decrease of total asset in 2022 as compared to that in 2021. |
129
President Securities Corporation
-
(10) Total Underwriting to Quick Assets Ratio: Decreased mainly due to the decrease of underwriting amount in 2022 as compared to that in 2021.
-
(11) Total Margin Loan Balance to Equity Ratio: Decreased mainly due to the decrease of margin loans receivable in 2022 as compared to that in 2021.
-
(12) Total Short Sales Amount to Equity Ratio: Increased mainly due to the increase of short sale proceeds payable in 2022 as compared to that in 2021.
Note 1: Financial information for the years of above-mentioned was audited and certified by CPAs. According to “Regulations Governing Information to be Published in Annual Reports of Public Companies”, as of the date of the annual report printing, the financial statements have not yet been audited by the accountant and therefore are exempt from disclosure. Note 2: Earnings per share is calculated based on the number of shares that were adjusted retrospectively. The unit is NTD.
Note 3: Equations for analysis items:
-
(1) Financial structure
-
i. Liability to total assets ratio = Total liabilities/total assets
-
ii. Ratio of long-term capital to property, plant and equipment = (total equity + non-current liabilities) /net worth of property, plant and equipment
-
(2) Solvency
-
i. Current ratio = Current assets / Current liabilities
ii. Quick ratio = (Current assets - inventory - prepaid expenses) / Current liabilities
-
(3) Profitability
-
i. Return on assets = [after-tax income (loss) + interest expense × (1- tax rate)]/average total assets
ii. Return on equity = net income / average total equity
iii. Profit margin before tax = net income / net sales
iv. Earnings per share = (profit and loss attributable to owners of the parent – dividends on preferred shares) / weighted average number of issued shares
- (4) Cash flow
i. Cash flow ratio = Net cash flow from operating activities / current liabilities
- ii. Net cash flow adequacy ratio = Net cash flow from operating activities for the most recent five years / (capital expenditures + inventory increase + cash dividend) for the most recent five years
iii. Cash flow reinvestment ratio = (Net cash flow from operating activities – cash dividend) / (gross property, plant and equipment value + long-term investment + other non-current assets + working capital)
(5) Other ratio
-
i. Debt to equity ratio = total liabilities/ shareholders’ equity
-
ii. Property and equipment to total assets ratio = net fixed assets / total assets
iii. Total underwriting to quick asset ratio = total underwriting / (current assets - prepayments)
-
iv. Total margin loan balance to equity ratio = total margin loan balance / shareholders’ equity
-
v. Total short sales amount to equity ratio = total short sales amount / shareholders’ equity
130
2022 Annual Report
VI. Financial Information
2. Individual Financial Analysis for the Past Five Years
| Year | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | Financial Summary for the last five years (Note1) | 2023Q1 | |
|---|---|---|---|---|---|---|---|
| Item | 2018 | 2019 | 2020 | 2021 | 2022 | ||
| Financial Structure (%) Debt Ratio Ratio of Long-term Capital to property and equipment |
55.47 66.91 67.63 66.72 59.70 1130.17 1175.99 1295.29 1394.97 1231.57 |
Note 1 | |||||
| Solvency (%) Current Ratio Quick Ratio |
151.33 132.03 129.52 131.46 139.21 151.28 131.99 129.48 131.42 139.13 |
||||||
| Profitability Analysis Return on Total Assets (%) Return on Stockholders’ Equity (%) Pre-tax Income to Paid-in Capital (%) Profit Ratio (%) Earnings Per Share (NT$) (Note2) |
2.3 4.01 4.44 4.38 1.02 4.74 9.05 12.86 13.12 2.38 9.97 18.32 28.05 31.82 4.89 25.82 38.02 42.58 37.88 13.83 0.85 1.69 2.58 2.75 0.5 |
||||||
| Cash Flow (%) Cash Flow Ratio Cash Flow Adequacy Ratio Cash Reinvestment Ratio |
33.44 - 12.60 1.17 16.36 398.65 398.27 465.96 335.38 272.35 34.72 - 21.46 - 14.86 |
||||||
| Other Ratio (%) Debit to Equity Ratio Ratio of Property and Equipment to Total Asset Total Underwriting to Quick Assets Ratio Total Margin Loan Balance to Equity Ratio Total Short Sales Amount to Equity Ratio |
124.58 202.2 208.94 200.44 148.12 4.74 3.40 3.07 2.97 4.10 1.77 1.12 0.97 1.55 1.09 31.27 37.54 41.65 57.9 35.44 7.83 7.07 6.15 4.92 6.09 |
||||||
| Analysis of financial ratio differences for the last two years (for variations above 20%) (1) Return on Total Assets: Decreased mainly due to the decrease of net income in 2022 as compared to that in 2021. (2) Return on Stockholders’ Equity: Decreased mainly due to the decrease of net income in 2022 as compared to that in 2021. (3) Pre-tax Income to Paid-in Capital: Decreased mainly due to the decrease of pre-tax income in 2022 as compared to that in 2021. (4) Profit Ratio: Decreased mainly due to the decrease of net income in 2022 as compared to that in 2021. (5) Earnings Per Share: Decreased mainly due to the decrease of net income in 2022 as compared to that in 2021. (6) Cash Flow Ratio: Increased mainly due to the increase of cash inflow from operating activities in 2022 as compared to that in 2021. (7) Cash Reinvestment Ratio: Increased mainly due to the increase of cash inflow from operating activities in 2022 as compared to that in 2021. (8) Debit to Equity Ratio: Decreased mainly due to the decreases of accounts payable and bonds sold under repurchase agreements in 2022 as compared to that in 2021. |
131
President Securities Corporation
-
(9) Ratio of Property and Equipment to Total Asset: Decreased mainly due to the decrease of total asset in 2022 as compared to that in 2021.
-
(10) Total Underwriting to Quick Assets Ratio: Decreased mainly due to the decrease of underwriting amount in 2022 as compared to that in 2021.
-
(11) Total Margin Loan Balance to Equity Ratio: Decreased mainly due to the decrease of margin loans receivable in 2022 as compared to that in 2021.
-
(12) Total Short Sales Amount to Equity Ratio: Increased mainly due to the increase of short sale proceeds payable in 2022 as compared to that in 2021.
Note 1: Financial information for the years of above-mentioned was audited and certified by CPAs. According to “Regulations Governing Information to be Published in Annual Reports of Public Companies”, as of the date of the annual report printing, the financial statements have not yet been audited by the accountant and therefore are exempt from disclosure.
Note 2: Earnings per share is calculated based on the number of shares that were adjusted retrospectively. The unit is NTD.
Note 3: Equations for analysis items:
-
(1) Financial structure
-
i. Liability to total assets ratio = Total liabilities/total assets
-
ii. Ratio of long-term capital to property, plant and equipment = (total equity + non-current liabilities) /net worth of property, plant and equipment
-
(2) Solvency
-
i. Current ratio = Current assets / Current liabilities
ii. Quick ratio = (Current assets - inventory - prepaid expenses) / Current liabilities
-
(3) Profitability
-
i. Return on assets = [after-tax income (loss) + interest expense × (1- tax rate)]/average total assets
ii. Return on equity = net income / average total equity
iii. Profit margin before tax = net income / net sales
iv. Earnings per share = (profit and loss attributable to owners of the parent – dividends on preferred shares) / weighted average number of issued shares
-
(4) Cash flow
-
i. Cash flow ratio = Net cash flow from operating activities / current liabilities
-
ii. Net cash flow adequacy ratio = Net cash flow from operating activities for the most recent five years / (capital expenditures + inventory increase + cash dividend) for the most recent five years
iii. Cash flow reinvestment ratio = (Net cash flow from operating activities – cash dividend) / (gross property, plant and equipment value + long-term investment + other non-current assets + working capital)
(5) Other ratio
-
i. Debt to equity ratio = total liabilities/ shareholders’ equity
-
ii. Property and equipment to total assets ratio = net fixed assets / total assets
iii. Total underwriting to quick asset ratio = total underwriting / (current assets - prepayments)
-
iv. Total margin loan balance to equity ratio = total margin loan balance / shareholders’ equity
-
v. Total short sales amount to equity ratio = total short sales amount / shareholders’ equity
132
2022 Annual Report
VI. Financial Information
III. Audit Committee’s Review Report on the Company’s 2022 Financial Statement
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133
President Securities Corporation
IV. Financial Difficulties Experienced by the Company or Its Affiliates in the Most Recent Year or up to the Date of Publication of the Report that will Affect the Company’s Financial Situation: None.
V. Status of the Achievement in Financial Forecasts for the Latest Two Years: Not Applicable.
VI. Methods and Assumptions used for Evaluating Fair Value of Financial Instruments
-
A. The fair value of short-term financial instruments is evaluated at their book value since the effect of discounting is not significant. This method is applied to cash and cash equivalents, bonds purchased under resale agreements, margin loans receivable, refinancing guaranty deposits, receivable from refinance guaranty, receivables from security lending, security lending deposits, restricted assets, operation deposits, clearing and settlement fund, short-term loans, commercial paper payable, bonds sold under repurchase agreements, deposits on short sales, guarantee deposit received on borrowed securities, short sale proceeds payable, notes and accounts payable, collection for others, other payables (excluding income tax payable) and deposits received.
-
B. Financial instruments at fair value through profit and loss, when they are traded in active markets, their fair value are based on their quoted prices. If there are no quoted market prices which can be used as benchmarks, evaluating methods will be adopted to measure the fair value. Estimates and assumptions used in evaluating methods adopted by the Group are consistent with those adopted by market participants for financial instrument pricing.
Methods of evaluating fair value of financial instruments are as follows:
-
Equity Securities: Fair value refers to the closing prices as at the balance sheet. For open-ended funds, fair value refers to the net asset value of the fund as at the balance sheet.
-
Bonds: Government bonds and corporate bonds are based on the market prices derived from average bond yields published by the Taipei Exchange; foreign bonds are based on the transaction prices from Bloomberg.
-
Interest rate instruments: For IRS, interest rate quotations of CP with same durations in the same markets in the representative quotation system (e.g. Reuters) are used as reference interest rates. In addition, average bid/offer interest rates at certain point of time daily are used as interest rate parameters. Along with other parameters, they are then used in the valuation models to calculate fair value.
-
Futures: Closing prices of respective futures exchanges on that day.
-
Options: Closing prices of the exchanges of the options on that day.
-
Warrants: Closing prices of the instruments in the listed market.
-
Convertible Bond Asset Swap: Closing prices of the CB and of underlying shares in the listed exchanges are used as parameters along with others in the valuation model to calculate the fair value.
-
Structured instruments: Closing prices of underlying instruments or bond yields published by the Taipei Exchange are used as parameters along with others in the valuation models to calculate the fair value.
-
Other derivatives: For listed derivatives, fair value is based on the quoted prices. For unlisted ones, fair value is based on average bid or offer prices from quotation platforms or other quoted prices.
-
C. For financial assets at fair value through other comprehensive income, if there are quoted prices in active markets, they are used as their fair value. If there are no quoted prices, a valuation methods are adopted to measure the fair value.
VII. Hedge Accounting Applied to Financial Instruments: Not applicable.
134
2022 Annual Report
VI. Financial Information
VIII. Items That Should Be Included Pursuant to Regulations Governing the Preparation of Financial Reports by Securities Firms
-
A. Major Businesses
-
Acquisition or merger of other companies in the last 5 Years: None
-
Segmentation in the last 5 years: None
-
Investee companies:
Unit: NT$ thousands
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Investment Shares December 31, 2022
Original Accounting
Investee Companies
Investment Equity of Treatment
Shares Percentage Book vlaue
Investment
President Futures Co.,
$644,650 63,817,303 96.69% $2,547,290 $2,547,290
LTD
President Capital
326,000 30,000,000 100% 304,894 304,894
Management Corp.
President Securities
848,735 192,600,000 100% 1,334,862 1,334,862
(Hong Kong) Limited
Uni-President
Asset Management 667,622 14,904,630 42.46% 747,473 568,101
Corporation
President Insurance 10,000 1,000,000 100% 57,181 57,181 Equity
Agency Co., Ltd. Method
PSC Venture Capital
Investment Company 300,000 30,000,000 100% 267,501 267,501
Limited
President Wealth
92,091 23,400,000 100% 60,574 60,574
Management (HK) Ltd.
President Securities
3,403 1,000,000 100% 1,552 1,552
(Nominee) Ltd.
Jin Yuan President
3,138,169 - 49% 2,764,018 2,764,018
Securities Limited
----- End of picture text -----
Note : President Securities (Hong Kong) Limited, President Securities Nominee Limited, President Wealth Management (Hong Kong) Limited was approved by the board of directors to deal with the dissolution and liquidation matters in march, 2022.
-
Adjustment in the last 5 years: None
-
Trading of material assets in the last 5 years:
-
(1) Asset purchase: No material assets purchased.
-
(2) Asset disposal: No material assets disposed.
-
Material change on operation or businesses: None
-
B. The number of non-management employee, annual welfare budget for employees, and the differences from the previous year
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Year
Item 2022 2021 Difference
The number of non-management employee 1,309 1,311 ( 2)
Average welfare budget for non-management employee $ 1,263 $ 2,385 ($ 1,122)
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C. Risk management countermeasures
To ensure non-stop operation, it is important to strengthen the ability of emergency handling for the Company, to eliminate the risk impacts and resume normal operation. The Company has stipulated the Risk Management Rules that builds up the procedure for handing emergency tasks, which minimizes the damages by handling the problems in real time.
Operational risks include critical changes in the market, abnormal working capital, and big loss in investment, which will impact company operation and causes losses. The Company has stipulated Countermeasures for Operational Risks, which includes processes and procedures to maintain normal operation of the Company.
135
President Securities Corporation
VII. Financial Status, Operating Results and Risk Management
VII. Financial Status, Operating Results and Risk Management
I. Financial Status
Unit: NT$ thousands
| Year Item |
2022 (Note) |
2021 (Note) |
Fluctuation | Fluctuation | |
|---|---|---|---|---|---|
| Amount | Variance (%) | ||||
| Current Assets 85,395,659 108,685,040 -23,289,381 -21.43% Non-Current Assets 9,495,203 9,002,859 492,344 5.47% |
|||||
| Total Assets 94,890,862 117,687,899 -22,797,037 -19.37% |
|||||
| Current Liabilities 64,963,349 85,708,967 -20,745,618 -24.20% Non-Current Liabilities 121,025 212,302 -91,277 -42.99% |
|||||
| Total Liabilities 65,084,374 85,921,269 -20,836,895 -24.25% |
|||||
| Capital Stock 14,558,313 14,558,313 0 0 Capital Surplus 91,261 91,261 0 0 Retained Earnings 13,785,771 15,724,509 -1,938,738 -12.33% Other Equity 1,283,747 1,309,501 -25,754 -1.97% Attributable to Parent’s Ownership Interest 29,719,092 31,683,584 -1,964,492 -6.20% Non-Controlling Interests 87,396 83,046 4,350 5.24% |
|||||
| Total Equity 29,806,488 31,766,630 -1,960,142 -6.17% |
|||||
| Note: Financial information for the years of above-mentioned (based on IFRS) was audited and certifed by CPAs. Main reasons for material changes in assets, liabilities and shareholders' equity items within the last two years (changes over 20% between the frst and second periods, and the change amount reaches NT$ 10 million), its efects, and future response plans: (1) Current assets decreased mainly due to the decrease of financial assets at fair value through profit or loss - current and margin loans receivable in 2022. (2) Current Liabilities decreased mainly due to the decrease of accounts payable in 2022. (3) Non-Current Liabilities decreased mainly due to the decrease in net defined benefit liabilities, which had no material impact to the Company. |
II. Analysis of Operating Results
Unit: NT$ thousands
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Year 2022 2021
Item (Note) (Note) Amount Variance (%)
Operating Revenue 6,271,336 11,621,619 -5,350,283 -46.04%
Operating Expenses 5,573,722 7,354,065 -1,780,343 -24.21%
Operating Income 697,614 4,267,554 -3,569,940 -83.65%
Non-Operating Income 276,087 401,881 -125,794 -31.30%
Income before Tax 973,701 4,669,435 -3,695,734 -79.15%
Income Tax Expense 237,456 658,062 -420,606 -63.92%
Net Income 736,245 4,011,373 -3,275,128 -81.65%
Other Comprehensive Income
57,928 380,465 -322,537 -84.77%
(after Tax)
Total Comprehensive Income 794,173 4,391,838 -3,597,665 -81.92%
Net Income Attributable to
Shareholders of the Parent 729,368 4,007,435 -3,278,067 -81.80%
Non-controlling Interests 6,877 3,938 2,939 74.63%
Comprehensive Income
Attributable to
Shareholders of the Parent 787,029 4,376,026 -3,588,997 -82.01%
Non-controlling Interests 7,144 15,812 -8,668 -54.82%
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Note: Financial information for the years of above-mentioned (based on IFRS) was audited and certified by CPAs.
136
2022 Annual Report
VII. Financial Status, Operating Results and Risk Management
Explanation to major variations in the last two years (changes over 20%):
-
Operating Revenue: In 2022, the profit from proprietary tradings decreased compared to the previous year.
-
Operating Expenses: Decrease in employee benefit expenses and other operating expenses in 2022.
-
Operating Income: In 2022, the profit from proprietary tradings decreased compared to the previous year.
-
Non-Operating Income: Increase in share of the loss of associates and joint ventures accounted for under the equity method in 2022.
-
Income before Tax: In 2022, the profit from proprietary tradings decreased compared to the previous year.
-
Income Tax Expense: The decrease in income tax expenses was due to the decrease in profit in 2022.
-
Net Income: In 2022, the profit from proprietary tradings decreased compared to the previous year.
-
Other Comprehensive Income: In 2022, the unrealized fair value losses on equity instruments measured at fair value through other comprehensive income, but is profit in 2021.
-
Total Comprehensive Income: In 2022, the profit from proprietary tradings decreased compared to the previous year.
-
Net profit attributable to shareholders of the parent: In 2022, the profit from proprietary tradings decreased compared to the previous year.
-
Net profit attributable to non-controlling interests: In 2022, the profit of investment with ownership less than 100% owned increased compared to the previous year, resulting in an increase in non-controlling interests.
-
Total comprehensive income attributable to shareholders of the parent: In 2022, the profit from proprietary tradings decreased compared to the previous year.
-
Total comprehensive income attributable to non-controlling interests: Due to other comprehensive income of subsidiaries accounted for under the equity method in 2022 decreased as compared to that in 2021,with a corresponding decreased in non-controlling interests.
III. Analysis of Cash Flow
A. Cash Flow Analysis for the Current Year
-
(1) Operating activities: Net cash inflow from operating activities was NT$7,450,422 thousand, representing an increase of NT$5,161,234 thousand as compared to previous year, which was mainly due to the increase in net cash inflow from operating activities as a result of the significant increases in margin loans receivable and bond repurchase agreement liabilities as compared to the previous year.
-
(2) Investing activities: Net cash outflow from investing activities was NT$943,028 thousand, representing an increase of NT$616,033 thousand as compared to previous year, mainly due to the increase in obtaining investment accounted for by equity method which resulted in increase in net cash outflow from investing activities.
-
(3) Financing activities:Net cash outlow from financing activities was NT$6,148,991 thousand, representing an increase of NT$4,834,639 thousand as compared to previous year, mainly due to the decrease in commercial papers payable which resulted in increase in net cash outflow from financing activities.
B. Remedy for Cash Deficit and Liquidity Analysis
The Company has maintained a good credit relationship with banks for a long time and maintained mid-and short-term credit lines sufficient to meet the Company’s funding needs.
| Year Item |
2021 | 2022 | Variance (%) | |
|---|---|---|---|---|
| Cash Flow Ratio (%) 2.67 11.47 |
+328.84% | |||
| Cash Flow Adequacy Ratio (%) | 356.40 | 285.42 | -19.92% | |
| Cash Reinvestment Ratio (%) | 0.59 | 16.15 | +2637.29% | |
| Explanation to major variations: Cash Flow Ratio: The net cash infow from operating activities in 2022 increased signifcantly and the Current Liabilities decreased from the previous year, resulting in a decrease in the cash fow ratio from 2021. Cash Reinvestment Ratio: The net cash infow from operating activities in 2022 increased signifcantly from the previous year, resulting in a increase in the cash reinvestment ratio from 2021. |
137
President Securities Corporation
C. Cash Flow Analysis for the Coming Year
| C. Cash Flow Analysis for the Coming Year | C. Cash Flow Analysis for the Coming Year | C. Cash Flow Analysis for the Coming Year | C. Cash Flow Analysis for the Coming Year | C. Cash Flow Analysis for the Coming Year | C. Cash Flow Analysis for the Coming Year | C. Cash Flow Analysis for the Coming Year |
|---|---|---|---|---|---|---|
| Unit: NT$ thousands | ||||||
| Estimated Cash and Cash Equivalents |
Estimated Net Cash Flow from Operating |
Estimated Cash |
Cash Surplus (Defcit) |
Leverage of Cash Surplus (Defcit) |
||
| , Beginning of Year (1) |
Activities (2) |
Outfow (Infow) (3) |
(1)+(2)-(3) | Investment Plans | Financing Plans | |
| 6,194,573 | 1,847,535 | 2,432,000 | 5,610,108 | - | - |
IV. Effects of Major Capital Expenditures in the Most Recent Fiscal Year on Financial Operations: Not Applicable.
V. Long-term Investment Policy
In 2022, the company’s domestic reinvestment operations generated healthy profits. Each subsidiary’s operations will still be subject to strict risk control with timely stop-loss and stop-gain orders, so as to reduce risk and maintain steady development.
As for our present direct investment policy, we consider all areas of business currently permitted by Taiwan’s regulators and look for effective cross-selling strategies and other possible synergies, with the overall aim of best leveraging all of the company’s resources. Looking to the coming year, we expect regulators to again open up many new areas of business. We will expand into these new business areas, develop and promote new financial products. The Company will follow the footsteps of open policy, actively develop and promote various financial products to develop international financing and investment business as well as all kinds of businesses in the future Greater China market. In addition, President Securities Corporaion made the decision to dissolve its overseas investment President Securities (Hong Kong) Limited, President Securities Nominee Limited, and President Wealth Management (Hong Kong) Limited in 2022 to simplify the investment structure and improve the overall capital utilization efficiency. The company will more focus on the investment business in mainland China. Going forward, the Company expects to earn considerable profit from the vast China securities market after the joint venture Jin Yuan President Securities Corporation Limited has completed implementation of various businesses and can operate in scale.
The profitability of each investment in 2022 is detailed in VIII. Other Disclosures-Operational Highlights of Affiliated Companies.
VI. Analysis of Risk Management
A. The Company’s risk management policies, organizational structure, measurement standards, as well as the impact of various risks and response measures
1. Risk Management Policies
-
(1) In order to ensure that we have a solid an effective risk management system in place, our system has been developed so as to encompass all of our business areas. Then, with appropriate risk tolerance levels in place, create value for the company, and achieve our return on asset targets.
-
(2) By constructing risk controls for each individual business area, we are able to achieve a measured approach to risk management. Accordingly, each department is assigned risk parameters based on its respective responsibilities, thereby achieving layered yet comprehensive risk management.
-
(3) The company’s risk management measures take into account the following forms of risk, market risk, credit risk, liquidity risk, operational risk, legal risk, model risk, reputational risk, and climate risk.
2. Related Risk Management System Architecture
-
(1) Board of Directors: Audits the company’s risk management policy, supervises sales business strategies, approves all business proposals and trading permissions, and is ultimately responsible for risk management.
-
(2) Risk Management Committee: Established by the Board of Directors tasked with integrating all risk management operations, with supervising and assisting all the various risk management and related operations. The committee is also tasked with setting the various risk authorities, limits, and targets, for a centralized supervision of the status of all of the company’s risk management efforts.President Office: Supervises the daily implementation of all of the company’s risk management operations and authorizes any exceptions to the risk management protocols.
-
(3) President Office: Supervises the daily implementation of all the company’s risk management operations and authorizes any exceptions to the risk management.
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-
(4) Assets & Liabilities Management Committee: Controls the company’s overall asset structure, sets limits for different businesses, collects and analyzes domestic and international interest rates, exchange rates, and economic changes.
-
(5) Risk Control Office: Is responsible for the drafting of risk policies and regulations, for monitoring market and credit risks, for monitoring liquidity risks, for compiling data on operational risk control and management, for constructing and maintaining the risk management system, for implementation of risk management systems and for ensuring company-wide regulatory compliance.
-
(6) Auditing Office: Audits operations risk controls, audits the standards for risk controls systems, puts in place internal auditing controls, and implements daily check routines.
-
(7) Compliance Division: Implements legal risk controls and ensures that all businesses and risk management operations are in compliance with relevant laws and regulations. Compliance Division concurrently is responsible for anti-money laundering and counter-terrorist financing, developing relevant regulations and systems, monitoring internal control and transactions, supervising the implementation by business units, holding training sessions, and reporting cases suspicious of money laundering.
-
(8) Finance Department: Monitors capital adequacy rates and liquidity risk, and analyzes the company’s asset/liability structure and other key financial ratios.
-
(9) Business units: Based on the company’s risk management policies and regulations sets risk management guidelines for various businesses, and produces a report on abnormal risk items for the Risk Control Office.
-
(10) Settlement & Clearing Department: Implementation of risk control and management for settlement, clearing, and short-sale business operations. Implementation of risk management and business department risk management for transactions.
-
(11) General Affairs Department’s responsibilities: Greenhouse gas inventory and management, Resource sustainability management, Responsible procurement, and Supplier management.
3. Risk Evaluation Standards
The company has set risk management principles. In order to ensure that all of our organizations businesses adhere to our operating policies, operating goals, and capital levels, we must set suitability evaluation policies that can react to changes in our business and in the market:
-
Market Risk Evaluation
-
(1) We use RiskMetrics market risk management system to manage our company’s exposure to market risk. In addition to producing daily risk value tables, we perform simulation analysis and historical analysis to supplement missing risk values.
-
(2) We evaluate the completeness of the evaluation models on different business areas, and evaluate the assumptions, parameters, and data for various product models, and then test if the models for the various products are reasonable.
-
(3) We evaluate the effectiveness of risk control models, and regularly perform Back Testing to ensure the reasonableness of the models used.
-
Credit Risk Evaluation
-
(1) Our company undergoes credit rating evaluations from Moody’s, Standard & Poor’s, Fitch, Taiwan Ratings Corp., and Taiwan Corporate Credit Risk Index(TCRI)
-
(2) Trading counter-partner credit risk: We assess our company’s maximum exposure in the event that the counterparty defaults, and use maximum exposure limits set by the board of directors in determining the credit risk of a trading counterparty.
-
(3) Issuer’s Credit Risk: We use KMV models to perform an internal evaluation, and combine that with financial data and stock price data, to calculate a probability of default. Based on these measurements, we then develop an internal evaluation, Z-Score model, to control the external credit risk gaps from issuers and augment.
-
Operational Risk Evaluation
-
(1) Operational risks refer to risks of damage caused by internal operations, inappropriate actions or errors of personnel or systems, or external incidents. The definition includes legal risks but does not include risks in strategies and reputation.
-
(2) We create operations risk policies handbooks that encompass each level of operations.
-
(3) Ensure the appropriate measurement, disclosure, and control of the operating quality based on risk assessment reports and auditing reports.
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Climate Risk Evaluation
-
(1) Climate risk assessment method and process: Using risk matrix to identify and evaluate the level of climate risks, prioritizing risks, and defining significant climate risks. The climate risk assessment method should take into account relevant regulations and internationally recognized standards.
-
(2) Identify the correlation between climate risks and other risks, such as credit risk, market risk, operational risk, and liquidity risk.
-
(3) Risk identification and assessment: Identifying and assessing the degree of impact, probability, and potential risks to operational activities caused by climate events.
4. Risk Factors and Corresponding Responses
-
(1) Management Crisis Risk: Management crisis risk refers to significant market changes, a lack of access to capital, or significant losses from direct investments, which affect a company’s operations and cause losses.
-
Response: We have implemented a “Management Crisis Response Policy” that clearly lays out what steps should be followed in the event of a serious crisis so as to ensure normal operation of the company.
-
(2) Market risk: Market risk refers to dramatic changes in pricing or volatility in interest rates, equities, or foreign exchange rate that can result in serious losses to open positions.
-
Response: We will attempt to lessen the impact of such market risks through prudent business analysis, product analysis, and process analysis, so as to clearly identify sources of market risk. Based on this, we then set effective management controls; we monitor investment position risk levels, risk structure, and risk changes to ensure that they are all in line with our forecasts.
-
(3) Credit risk: Credit risk refers to the exposure for underwriters for the terms and conditions of the securities that underwrite and for losses that may result from a counterparty being unable to fulfill its obligations to the security.
-
Response: In an effort to shield ourselves from potential credit risk, we conduct extensive credit risk evaluations prior to a deal being executed and then conduct repeated evaluations after the deal has been executed. Based on these evaluations and a maximum credit exposure scenario for the counterparty in question, we set credit risk limits for that counterparty. In evaluating the risk to the underwriter for debtrelated securities, we look not only at the TCRI rating, but also at default rates based on KMV models.
-
(4) Operational risk: Operational risk refers to the risk created when internal processes, employees, or systems are inappropriate or cause errors, or the risks caused by external factors. This type of risk is related to legal risks but not strategic risk or credit risk.
-
Response: In order to reduce the probability of such operation risk occurring, we have created an operating manual that addresses every level of our operations, we perform regular audits of every business segment, as well as every work flow, every legal risk point, and every risk control point. Finally, we compile an audited risk report that helps us to ensure that our operating quality is properly balanced, controlled, and disclosed.
-
(5) Legal/Regulatory risk: Refers risk related to non-compliance with laws and regulations governing our investment strategies and our business operations, and any resulting corrective orders or penalties from relevant authorities, or any civil or criminal actions taken against us. It also refers to risk related to our inability to perform our obligations under agreements that we have entered into with other parties.
Response: In order to reduce our exposure to legal/regulatory risks, we have created a Compliance Division and Legal Matters Department.
Compliance Division ensures that all businesses and risk management operations are in compliance with relevant laws and regulations.
Legal Matters Department implements legal risk controls.
-
(6) Liquidity risk: Liquidity risk refers to position liquidity risks and capital liquidity risks. Sometimes losses can be suffered as a result of illiquid markets that make it difficult to open or close a position at normal market prices requiring that a position be either bought at a premium or sold at a discount. Capital liquidity risks result when positions are increased beyond planned levels, leaving the company with insufficient funds to meet settlement requirements for a position.
-
Response: In an effort to better manage liquidity risks, we have created centralized risk management standards that take into consideration all departments and that set position limits for each department. We also have a team that performs daily forecasts of capital requirements based on the needs of all company guarantees and service loans, and then monitors daily capital adjustments accordingly. We also produce a monthly “Capital Liquidity Risk Simulation Analysis Table” that analyzes multiple scenarios, forecasts the potential liquidity risks for those scenarios, and estimates the capital levels that each such scenario would require.
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-
(7) Model risk: Model risk refers to potential situations where market values and other variables are beyond normal and predictable conditions and therefore exceed the ability of the model to handle.
-
Response: We effectively maintain and manage our models with particular emphasis on financial product risk management. We have created a set of “Model Use Management Procedures” that clearly spell out procedures for developing models, for validating models, for managing variables, and for discontinuing the use of problem models.
-
(8) Climate risks: There are two major types, including physical risks caused by climate change, and transitional risks associated with a low-carbon economy.
-
Response: Key indicators for managing climate risks should take into account the duration of the climate risk impact and industry factors. If a significant risk is identified that may jeopardize financial or business conditions or violate legal compliance, appropriate measures should be taken immediately and reported to the Board of Directors. In addition, in accordance with regulatory authorities, widely recognized international initiatives or guidelines, the Company regularly discloses the implementation of climate risk management to enhance the quality and transparency of information.
B. An Evaluation of Key Risks
1. Effects of recent interest rates, foreign exchange rate fluctuations, and inflation concerns on our company and our strategies for dealing with these concerns.
- (1) Interest rate: Changes in interest rates have a direct impact on the income we derive from our fixed income-related businesses. In addition to conducting our own thorough research on domestic and foreign interest rate trends, we utilize various interest rate derivative tools as well a risk control system that manages our interest rate-related risks, that creates an effective interest rate hedging system for our fixed income-related businesses. Changes in interest rates also affect our company’s financing costs. Going forward, we intend to utilize interest rate hedging and other capital raising avenues as ways to control our company’s financing costs.
The effects and countermeasures:
- i. Bond and Interest Derivative Product Business: The amount of our company’s major interest products On March 31, 2023, and the likely loss of NT$805,512 thousand due to the 1% interest rate change (as show in the following table). Unit: NT$ thousands
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Profit/loss based on
Item Amount 1% Interest rate
change
Government bond 949,405 -2,093
Corporate bond 1,217,306 -11,139
Bank debentures 98,134 -601
International bond 416,681 -202
Foreign bond 10,313,645 -791,477
Total 12,995,171 -805,512
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Countermeasures: Our Company has risk management rules and operational procedures on government bond, corporate bond, bank debentures, foreign/international bond. Our company has put the interest risk under good control by pre-purchase assessment and risk control afterward.
- ii. Borrowing: The main risk of borrowing is the fluctuation of interest rate. Our company can adjust methods, conditions and terms of borrowing according to the likely interest changing trend. We can also avert risks through the product of interest exchange etc. Our total debt amount of short-term borrowing and payable short-term bill totals NT$15.651 billion on the end of 2023 Q1. They are both borrowing with interest rate risks. With every 1bp change in market interest rate, our company has to pay NT$1,565.1 thousand more interest every year.
Countermeasures: Looking at a potential rise in interest rates, we will keep a close watch on the markets and on business demands and will make adjustments to our positions accordingly. According
to the resolution of the Joint Board of Supervisors of the Central Bank in March 2023, although the international economic outlook is facing many uncertainties, domestic exports and investments have slowed down this year. However, it is expected that the economy will pick up in the second half of the year due
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President Securities Corporation
to steady growth in domestic consumption and the recovery of domestic export. The economy is expected to grow moderately for the whole year. Considering that the downward trend of domestic inflation is unchanged this year, the predicted values of the CPI and core CPI annual growth rates for the whole year are 2.09%, but there is still uncertainty. In addition, the overall price in recent years has remained high in the domestic market, which may lead to a higher inflation expectation. The rediscount rate, accommodations with collateral refinancing of secured loans, and short-term accommodation have all been raised by 0.125%, from 1.75%, 2.125%, and 4% to 1.875%, 2.25%, and 4.125% per annum, respectively. It is expected that interest rates will remain stable over the coming year and that our Company's risks related to the changes of the rates will remain low.
- (2) Exchange rate: The Company’s principal business targets and place of business are domestic; hence the impact of currency fluctuations is minimal. Potential foreign exchange risks include not just that arising from the par of exchange for foreign currency assets, but also that from foreign currency investment with respect to foreign reinvested or reinvested companies (when future earnings are repatriated or disposed). Whenever the company invests in foreign currency assets, FX swaps will always be in place to avoid foreign exchange risk. Since its overseas subsidiaries are running perpetual operations, the impact of exchange rate movements on long-term equity investments is limited to the changes to book value and does not affect profits and losses.
On March 31, 2023, the company’s main exchange rate product positions, and 1% exchange rates fluctuation may result in a loss of NT$54,212 thousand (as show in the following table).
Unit: NT$ thousands
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Loss resulted by 1% exchange
Item Position rates fluctuation
Foreign Stock 709,026 -6,578
International Bond 416,681 -3,526
Foreign Bond 10,313,645 -44,108
Total 11,439,352 -54,212
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Countermeasures: Our Company’s transactions of foreign stock, international bond, and foreign bond have risk management and standard operating process. The business above was lower the risk of exchange rate by trading foreign exchange swap.
- (3) Inflation: The average CPI growth rate from January to March of 2023 was +2.61%, which had no meaningful effect on operations or on profits.
2. Recent High-Risk or High-Leverage Investments, Loans to Third Parties, Pledges Given for Third Parties, Derivative Products Trading Policy and Profitability and Losses, Reasons for Losses and Strategies for Correcting Such Losses Going Forward.
-
(1) In 2023 Q1, we did not engage in any high-risk or highly-leveraged investments, did not provide any loans to third parties, and did not provide any pledge for any third parties.
-
(2) We only trade those derivative products which have been approved by the relevant authorities and which are permitted by our company’s Articles of Incorporation. We have also created and followed a “Code of Over-the-Counter Trading of Derivative Financial Products” in an effort to further reduce our exposure to related risk.
3. Future Development Plans and Expected R&D Investments.
To assist with our development of ever-better products and trading strategies, we have assembled a professional financial engineering team, which brings together experts from finance, statistics, mathematics, and information technology, to create trading and valuation software and hardware resources. Our annual spending on human resources and R&D in this area is in the millions of dollars every year. Please see Chapter 5 for more information on the status of our operations and on our R&D efforts.
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4. Effects of Significant Policy and Legal Changes both in Taiwan and Abroad and Measure for Dealing with These Issues.
We are constantly on watch for significant policy and legal changes both inside Taiwan and abroad and, to that end, routinely enlists the help of professional legal and accounting firms to assist in evaluating these changes, to help create effective responses to these changes, and to ensure compliance with these changes, thereby working to reduce the effects of policy and legal changes on our business. In recent years, we have been quite effective in adjusting to policy and legal changes both within and beyond Taiwan and, thus, our overall solid financial health has seen little impact from such changes.
-
On January 19, 2022, the Financial Supervisory Commission issued Order Jin-Guan-Zeng-Quan No. 1100375338 to request original minor grantors, upon reaching adulthood, are required to go through the necessary rectification procedures for the entrusted securities trading contract. This company has taken the necessary measures in accordance with regulations to protect the trading rights of its customers.
-
On January 20, 2022, the Financial Supervisory Commission issued Order Jin-Guan-Zeng-Quan No. 1100365499. Regulations on Financial Institutions Data Sharing and Application Procedures for Securities and Futures Industry has been issued, in order to improve customer convenience, strengthen risk control for financial institutions, and promote cross-industry cooperation among financial institutions in the securities and futures industry. The Company will evaluate business opportunities and handle them in accordance with the principles of information security and in compliance with regulations.
-
On March 17, 2022, the Financial Supervisory Commission issued Order Jin-Guan-Fa No. 11101915425 to announce the amendment to the Financial Consumer Protection Act, Article 29, Paragraph 2, Subparagraph 1, regarding a fixed amount. To safeguard the rights and interests of financial consumers, the Company has instructed relevant units to handle the regulatory procedures for the amendment and communicated the information to employees.
-
On April 7, 2022, the Financial Supervisory Commission issued Jin-Guan-Zeng-Quan Letter No. 1110336502 to announce the "Self-Disciplinary Rules for Securities Firms Providing Financial Services to Elderly Customers" and revise "Regulations for Internal Control Systems of Securities Firms" to protect the rights and interests of elderly customers and promote the sustainable and sound development of securities firms' businesses. The Company has taken necessary measures to protect the trading rights and interests of elderly clients in accordance with regulations.
-
On May 17, 2022, the Financial Supervisory Commission issued Order Jin-Guan-Fa No. 1110192104 to amend the "Principles of Fairness in Serving Financial Customers". The "Principles of Friendly Services" and "Implementation of the Principles of Integrous Management" came into force. The existing "Principles for Selling Complex and High-Risk Products" was nullified. To safeguard the rights and interests of financial consumers, the Company has instructed relevant units to handle the regulatory procedures and communicated the information to employees.
-
On June 30, 2022, the Taiwan Stock Exchange Corporation Commission issued Order Tai-Cheng-Fu No. 1110501833. Securities firms are required to clearly establish, implement and keep records of fault recovery procedures, and the trading host of a securities broker should have backup measures in place. To safeguard the security of trading property, the Company has instructed relevant units to handle the regulatory procedures and communicated the information to employees.
-
On August 5, 2022, the Financial Supervisory Commission issued Order Jin-Guan-Zeng-Fa No. 1110383263 to amend the 'Procedures for the Board Meetings of Public Companies'. Stipulated items shall be listed in the notice of convocation, and which shall not be proposed as temporary resolutions on the grounds of emergency or legitimate reasons. The Company has handled matters in accordance with regulations to ensure that directors have sufficient information and time to evaluate their proposals before making decisions.
-
Taiwan Securities Association Chung-Cheng-Shan-Yeh(1) Letter No. 1110006877 dated on October 19, 2022 to amend the "Regulations Governing Securities Firms Handling Entrusted Trades of Foreign Securities" and add provisions to relax the requirements for professional investors and high-net-worth clients who receive explanations from professionals for the first time on investing in overseas structured products, and who can thereafter trade such products of the same type through electronic means. Related control principles have also been established for electronic trading. The Company will evaluate the current business opportunities and apply to the competent authority for permits as needed.
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-
On November 16, 2022, the Taiwan Stock Exchange Corporation Commission issued Order Tai-ChengFu No. 1110022701 to amend the "Internal Control System Standards for Securities Firms" with changes to the fund utilization for securities firms' delivery accounts for settlement customer accounts, regulating securities firms' consideration of the execution of sustainable business practices when selecting proprietary trading stocks. The Company will evaluate the current business opportunities and apply to the competent authority for permits as needed.
-
On December 16, 2022, the Taiwan Stock Exchange Corporation Commission issued Order Tai-ChengFu No. 11100245661 to amend the "Standards for Grantor Identification of Online Account Opening and Quota Classification Management for Securities Firms," newly formulating "Regulations on Securities Firms Conducting Mobile ID Verification" providing securities firms with more diverse online account opening authentication methods. The Company will evaluate the current business opportunities and apply to the competent authority for permits as needed.
5. Effects of Industry Changes (Including information security risks) and Technological Changes and Measures for Dealing with These Changes.
In response to the changing financial and technological environment, the Company shall create a diversified, fast, stable, and secure electronic ordering platform as a top development priority. In the pursuit of this goal, the Company shall continue to promote system upgrades and development to steadily increase the ratio of the Company’s electronic orders in the coming years.
In view of the phenomenal growth in the use of mobile devices in the Internet generation, the role of securities dealers is bound to be transformed from a purely “broker and platform” to a “digital business” supported by FinTech and AI. Therefore, the Company has set up the “Digital Financial Division” and transformed the physical branches on a trial basis to integrate the virtual and physical channels, so as to promote the digitalization and paperless operations of business procedures. It is planned to gradually complete the online digital services starting from electronic trading in the directions of diverting customer flows, differentiation, and customized services.
To build a data-driven corporate culture amid trends in digital transformation, the Company has been transforming its processes through internal digitalization, with a comprehensive focus on improving existing management systems, operational processes, human resources, and systems. In 2022, the Company initiated the Enterprise Data Platform Construction Project, with the aim of establishing data governance capabilities with data development and continuously expanding data assets. The goal is to establish a data-driven organizational culture and enhance the Company's competitiveness.
In response to the increasing trend of placing orders via mobile devices and customized trading in the overall market, customers are provided with the all-round app of the digital integrated financial investment service platform with the app interface adjusted according to customer feedback.
In addition, in response to the FSC’s requirements for strengthening information security in the financial market, the Company will continue to use existing information security management regulations (ISO27001), internal auditing and periodic reviews by third-party certification institutions to enhance the management system. The Company shall also invest specific amounts in the annual budget on the enhancement of the protection of the information security framework to facilitate business growth and create new business opportunities.
The Company has arranged third parties to conduct tests on the information security operations center (SOC), dual ISP backup architecture, and periodic joint prevention tests. Disaster Recovery server room construction, support code inspection, initiate trading host conversion to FIX connection project and APP lab inspection have been completed.The goal is to increase the stability of the information system and prevent risks in external information security attacks in order to achieve the goal of fair transactions with investors and create wealth with customers.
6. Significant Impairment of Corporate Image and Measures for Dealing with that Damage.
Our company has a core philosophy of “Good Quality, Good Credibility, Good Service and Fair Prices”. This is combined with the concept of “Professional Leadership, Kind Service”. the Company has been a long-standing supporter of important social charitable activities and devoted to fulfill corporate social responsibility. Since the date of the establishment, the Company has no negative corporate image issues to report.
7. Expected effect of acquisition and the possible risk: None.
8. Expected effect and possible risk of expanding business locations and the countermeasures: None.
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9. Expected effect and possible risk of excessive concentration of purchasing sources and excessive customer concentration: Not Applicable.
10. Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10%: None.
11. Effects of, Risks Relating to and Response to the Changes in Management Rights: None.
12. Litigation or Non-litigation Matters
- (1) Major lawsuits, non-contentious matters or administrative procedures with a determined court ruling or that are still pending, that may significantly affect the shareholders’ equity or the stock price of the Company (over the previous two years and up to the time that this annual report was published):
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----- Start of picture text -----
Parties involved in Amount
The major claims Date The current progress Remark
major lawsuits (Unit:NT$)
The plaintiff Wang, ○-Cheng (did not Plaintiff: 2010.7 On March 7, 2023, 9,007,179 After the
open an account at the Company and Wang, ○-Cheng the Supreme Court evaluation
traded stocks) claimed that he borrowed Defendant: rejected the appeal of this case,
a customer account from 2004 through Chu, ○-Jung, of the second party, the case has
2008 and entrusted business clerk Chu, PSC and the Company was no material
○-Jung at the Tucheng Branch to buy liable for compensation impact on the
and sell stocks. However, Chu, ○-Jung of NT$4,956,938 and shareholders'
sold the stocks in the account secretly statutory interest, equity of the
and expropriated the proceeds from the jointly with Zhu, ○ Company or
stocks. In addition, due to Chu, ○-Jung's Rong. The litigation in the price of
fraud, Wang, ○-Cheng was required to this case has ended. securities.
pay a guarantee deposit and suffered
loss; thus, he claimed that the Company
shall be jointly liable for the indemnity
and filed this lawsuit.
The plaintiff, Ms. Lu ○-Jen, is a former Plaintiffs: 2021.10 The case was 1,000,000 After the
securities specialist of the Sanchong Huang Lu ○-Jen concluded by the evaluation
Branch where she was dismissed by Defendant: Taiwan New Taipei of this case,
the Company for misconduct in the PSC District Court on the case has
course of performing his/her business November 22, 2022, no material
and subsequently filed a lawsuit and the ruling of the impact on the
against the Company for restoration of first instance was that shareholders'
employment and compensation. the plaintiff's claims equity of the
were rejected. As the Company or
plaintiff did not appeal, the price of
the case was closed. securities.
The Company was not
liable for paying any
compensation.
The Trade-Van Information Services Plaintiff: 2020.7 Both parties reached 10,000,000 After the
Co. claimed that there was damage The Trade-Van a settlement in the evaluation
to the delivery of ballots for its 2020 Information Taipei District Court of this case,
shareholders' meeting, and filed a civil Services Co. on September 8, 2021 the case has
lawsuit against the Company and its Defendant: and the litigation was no material
employees to demand joint liability and chou, ○-hung, concluded without impact on the
compensation. Gong, ○-Da, compensation. shareholders'
Chen, ○-Hua, equity of the
Lin, ○-Siou,
Company or
PSC the price of
securities.
----- End of picture text -----
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----- Start of picture text -----
Parties involved in Amount
The major claims Date The current progress Remark
major lawsuits (Unit:NT$)
The plaintiffs Huang Hsiang-○ Plaintiffs: 2020.11 This case was 328,133 After the
and Huang Ching-○ applied for Huang Hsiang-○, concluded by the evaluation
the transfer of ○○ stocks under the Huang Ching-○ Taiwan Taipei District of this case,
name of the successor, but failed to Defendant: Court on February 26, the case has
submit the national identity cards of PSC 2021, and the ruling no material
"all inheritors" or the seal certificate of the first instance impact on the
issued by the household registration was that the Company shareholders'
office in accordance with Article 24 shall transfer the ○ equity of the
of the Regulations Governing the ○ stocks under the Company or
Administration of Shareholder Services name of the successor the price of
of Public Companies; as a result, to the plaintiffs and securities.
the transfer could not be completed. the Company was not
Therefore, they filed a civil lawsuit liable for paying any
against the Company to request the compensation.
Company to complete the transfer of
inheritance.
----- End of picture text -----
-
(2) Any Company director, supervisor, manager, responsible person, or company shareholder holding more than 10% of the company’s shares that is involved in any judgments already handed down or any ongoing litigation, non-litigation, or administrative action over the previous two years up to the time that this annual report was published, the potential effects on shareholder rights and on the company’s share price, the key facts of the dispute, dollar values involved, the date that the litigation was initiated, the key parties involved, and the current status of said litigation(s): None.
-
(3) Any company director, supervisor, manager, responsible person, or company shareholder holding more than 10% of the company’s shares that has been found in violation of Article 157 of the Securities and Exchange Act over the previous two-year period and up to the time that this annual report was published, and the current status of any related action taken or being taken against that person: The Company claimed for the disgorgement (NT$ 6,750 for price spread and 210 for interest, NT$ 6,960 in total) from a manager whose last name is Chung in accordance to article 157 of the Securities and Exchange Act on December 2, 2021, and informed Securities and Futures Investors Protection Center on December 6, 2021. And no similar situation happend from 2022 to March 31, 2023.
13. Other Important Risks:
-
(1) In response to the Personal Information Protection Act, our company will continue to enforce the consciousness of the importance and the legal risk of personal information processing, money laundry preventing, and financial consumer protection.
-
(2) Impact of information system damage on the Company’s financial operations and response measures:
The increasingly frequent security attacks may cause disruption to business operations and in turn affect business revenue and damage the corporate image. President Securities Corporation has begun to import the Information Security Management System (ISMS) since 2013, and obtained ISO 27001 certification on August 23, 2013 and continued to maintain the validity of the certification. Re-assessment was completed on August 25, 2022. The certificate will remain in force from August 25, 2022 until August 24, 2025. The information security governance has been gradually developed and implemented, with the strict requirements of various information security standards.
In view of the increasing threat of cyberattacks recently, in order to ensure that computer systems have certain security protection capabilities, it is necessary to upgrade the protection capabilities in each aspect from computer facilities, servers and hosts, user equipment, the internet all the way to e-mail, so as to implement control measures in the technical and management aspects and improve and enhance the security protection capabilities of the internet and information systems. In addition to completing the
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revision and formulation of relevant information security management regulations, the security updates and version upgrades of relevant equipment will be completed gradually. Furthermore, external units are invited to conduct independent inspection, tests, and assessment to identify potential information security risks early.
This year, the information security response speed of relevant units was also strengthened through exercises. The information security response strengthening exercises are as follows:
-
Social Engineering Exercises for Prevention of Malicious Email
-
The application system disaster recovery has switched to practice activities.
-
Distributed Denial-of-Service (DDoS) Attack and Defense Exercises
-
2022 Financial Supervisory Commission and Its Affiliated Institutions (Organizations) Annual Financial Security Notification Exercises
-
Information Security and Checkup Assessment
-
The ultimate goal of hierarchical security protection in the securities and futures industry is to strengthen information security awareness and arrange information security education and training, which includes:
-
-Information on security incidents and sharing of security concepts
-
-Personal computer use and daily security operations
-
-Information security skills training and information security concepts
-
-Mail security and prevention of social engineering
It aims to improve the security, reliability, availability of information systems and reduce the risks that relevant information security incidents may pose to the Company’s finance.
VII. Other significant events: None.
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VIII. Other Disclosures
VIII. Other Disclosures
I. Consolidated Business Report of Affiliated Companies, Consolidated Financial Statements of Affiliated Companies, and Reports of Affiliation
- A. Summary of Affiliated Companies
1. Affiliated Companies Chart
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PRESIDENT SECURITIES CORPORATION
Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding
100% 100% 96.69% 100% 100% 100% 100%
President President President
PSC Venture
Insurance President Capital President Securities President Securities Wealth
Agency Capital Investment Futures Co., Ltd Management (Hong Kong) Limited Nominee Limited Management
Company Limited
Co., Ltd. Corp. (Hong Kong) Limited
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2. Basic Information of Affiliates
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As of March 31, 2023
Established Paid-in Capital
Company Address Currency Main Business
Date (in thousands)
President Futures B1.,No.8, Dongxing Rd., Taipei
1994.03.01 NTD 660,000 Futures and brokerage
Co., Ltd City
President Capital 3F.,No.8, Dongxing Rd., Taipei Securities investment
Management Corp. 1997.04.15 City NTD 300,000 and consulting
Securities proprietary,
President Securities Unit 602,6/F., Infinitus Plaza
brokerage,
(Hong Kong) 1994.07.26 ,199 Des Voeux Road, Central , HKD 192,600
underwriting ,and
Limited Hong Kong
consulting (Note)
President Securities Unit 602,6/F., Infinitus Plaza
1999.08.06 ,199 Des Voeux Road, Central , HKD 1,000 Nominee service (Note)
Nominee Limited
Hong Kong
President Wealth Unit 602,6/F., Infinitus Plaza
Wealth management
Management (Hong 2002.03.31 ,199 Des Voeux Road, Central , HKD 23,400
(Note)
Kong) Limited Hong Kong
President Insurance 4F.,No.8, Dongxing Rd., Taipei
2008.04.29 NTD 10,000 Insurance agent
Agency Co., Ltd. City
Consultation
of investment
PSC Venture management and
2F.,No.8, Dongxing Rd., Taipei
Capital Investment 2013.10.29 NTD 300,000 venture capital; other
City
Company Limited unprohibited or
unrestricted businesses
beyond the permit
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- Note : President Securities (Hong Kong) Limited, President Securities Nominee Limited, President Wealth Management (Hong Kong) Limited was approved by the board of directors to deal with the dissolution and liquidation matters. The liquidation process is currently in progress.
148
2022 Annual Report
VIII. Other Disclosures
3. Rosters of Directors, Supervisors, and Presidents of PSC’s Subsidiaries
As of March 31, 2023
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Holding Shares
Company Title Representative
Shares Shareholding Ratio
Chairman Huang, Yi-Ming
Director Lin, Kuan-Chen
PSC holds
Director Tsai, Sen-Bu 96.69%
63,817,303 shares
Director Yang , Kai-Chih
President Futures Co., Ltd Director Lin, Jung-Hui
President Wu,Huang-Chi 0 0%
Supervisor Yang, Ya-Ting 0 0%
PIDC holds
Supervisor Kuo,Kuan-Hung 1.00%
660,000 shares
Chairman & President Li, Fang-Kuo
President Capital Management Director Chung, Ling-Chun PSC holds
100%
Corp. Director Wu, Fang-Ling 30,000,000 shares
Supervisor Pan, Lung-Ching
Director Lin, Kuan-Chen
Director & President Ma, Chun-Wah
President Securities (Hong PSC holds
Director An, Chi-Li 100%
Kong) Limited 192,600,000 shares
Director Tsai, Sen-Bu
Director Lu, Fang-Jun
Director Lin, Kuan-Chen
President Securities Nominee Director & President Ma, Chun-Wah PSC holds
100%
Limited Director An, Chi-Li 1,000,000 shares
Director Tsai, Sen-Bu
Director Lin, Kuan-Chen
President Wealth Management Director & President Ma, Chun-Wah PSC holds
100%
(Hong Kong) Limited Director An, Chi-Li 23,400,000 shares
Director Tsai, Sen-Bu
Chairman Lee, Wen-Sheng
President Insurance Agency Co., Director Yu, Hung-Chieh PSC holds
100%
Ltd. Director & President Lu, Hsiang-Chung 1,000,000 shares
Supervisor An, Chi-Li
Chairman Kuo, Li-Yun
PSC Venture Capital Investment Director & President Lu, Mu-Sheng PSC holds
100%
Company Limited Director Hou, James 30,000,000 shares
Supervisor Huang, Ya-Ping
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149
President Securities Corporation
4. Operational Highlights of Affiliated Companies
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As of December 31, 2022 Unit: thousands
Net
Total Total Total Operating Operating EPS
Company Currency Capital Income
Assets Liabilities Equity Revenue Income ($)
(Loss)
President
Futures Co., NTD 660,000 28,573,049 25,938,655 2,634,394 942,643 45,425 207,931 3.15
Ltd
President
Capital
NTD 300,000 334,683 29,795 304,888 72,697 (9,670) (7,327) (0.24)
Management
Corp.
President
Insurance
NTD 10,000 77,635 20,455 57,180 92,756 33,352 33,496 33.50
Agency Co.,
Ltd.
PSC Venture
Capital
Investment NTD 300,000 272,474 4,976 267,498 2,618 (6,013) (5,562) (0.19)
Company
Limited
President
Securities
HKD 192,600 362,913 23,594 339,319 4,122 (27,365) (24,071) (0.125)
(Hong Kong)
Limited
President
Securities
HKD 1,000 394 0 394 0 (37) (37) (0.037)
Nominee
Limited
President
Wealth
Management HKD 23,400 15,382 0 15,382 0 (54) 146 0.006
(Hong Kong)
Limited
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Note: Foreign exchange rates:
USD/NTD (end of 2022) =30.7100 USD/NTD (2022 average) =29.8489 HKD/NTD (end of 2022) =3.8110 HKD/NTD (2022 average) =3.9380
B. Consolidated Financial Statements of Affiliated Companies
In 2022, in accordance with Article 33 of Regulations Governing the Preparation of Financial Reports by Securities Firms and Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises, the companies that shall be included in the preparation of the consolidated financial statements of affiliated companies were the same as the companies that shall be included in the consolidated financial statements of the parent company and subsidiaries in accordance with the International Financial Reporting Standards No. 10. Please refer to the Financial Statement of Chapter Six Financial Overview V. The Consolidated Financial Statements of the Parent Company and Subsidiaries Certified by the CPAs for the Year of 2022.
C. Reports of Affiliation
Since the Company is a controlling company, it does not need to prepare such reports.
II. In the most recent year up to the publication date of this annual report, as for the private placement of marketable securities, the quantity approved by the shareholders’ meeting or the Board of Directors and the approval date, the basis for price determination and the reasonableness, the specific person selection method, and necessary reasons for the private placement shall be disclosed: None.
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2022 Annual Report
VIII. Other Disclosures
III. Holding or disposal of the company’s shares by the subsidiaries in the most recent year up to the publication date of this annual report: None.
IV. Other Necessary Supplement
A. KPI Performance Indicator
1. Capital Adequacy Ratio
Within the securities industry, a company’s capital adequacy rate is viewed as a key performance indicator. Many BIS regulations require that a securities firm has a minimum capital adequacy rate of 200% in order to be permitted to operate in many key business areas. As such, this level can be seen as an important benchmark in evaluating a securities firm’s business performance and risk management measures. As of March 2023, our capital adequacy rate stood at 320%, well above this key 200% level.
2. Market Share Rate
Market share of various business could be used for performance indicators. It could represent company’s weighted market share and perceptive of future trend, which help to analyze management performance. Our company’s Brokerage market share was 2.82% in 2022, ranked the 11th among domestic competitors. Average single branch market share was 0.09%, ranked the 5th among top 10 domestic competitors. Compared with other securities firms, our performance was more efficient and competitive. Currently our company continues to build comprehensive and personalized information platform to improve stability of electronic transactions and orders, train sales with multiple financial ability, hoping to create more profit for customers and company.
151
President Securities Corporation
IX. Occurrences of items that may give rises to substantial impact on shareholders’ interests and/or stock price as defined in NO.3-2 Article 36 of Securities and Exchange Law in the latest fiscal year including the days counting to the publication of the annual reports: None.
152
X. Financial Statements
PRESIDENT SECURITIES CORPORATION
PARENT COMPANY ONLY FINANCIAL
STATEMENTS AND INDEPENDENT AUDITORS’
REPORT
DECEMBER 31, 2022 AND 2021
For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
153
President Securities Corporation
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.
154
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:
-
1.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;
-
2.Ascertained whether the measurement methods used by the management is commonly used by the industry;
-
3.Assessed the reasonableness of parameter of similar companies used by management;
-
4.Examined inputs and calculation formulas used in valuation methods and agreed such data to supporting documents.
155
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:
-
1.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;
-
2.Assessed the reasonableness of expected future cash flows, discount rate and other significant assumptions applied in the cash flow model; and
-
3.Inspected valuation model parameters, formula setting and the accuracy of calculation.
156
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 the 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.
157
-
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
158
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.
159
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) |
December31,2022 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$73,737,656100 |
December31,2021 | December31,2021 |
|---|---|---|---|---|
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 |
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87 |
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--83-1--1 |
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13 |
||||
100 |
(Continued)
160
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) |
December31,2022 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$73,737,656100 |
December31,2021 | December31,2021 |
|---|---|---|---|---|
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.
161
PRESIDENT SECURITIES CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, earnings per share)
| Items | YearendedDecember31 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)
162
PRESIDENT SECURITIES CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, earnings per share)
| 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.
163
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 | Commonstock | Capital reserve | RetainedEarnings | Otherequityinterest | Otherequityinterest | Totalequity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
|||||||||||
| 6(28) 6(28) |
$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 |
The accompanying notes are an integral part of these parent company only financial statements.
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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)
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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.
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PRESIDENT SECURITIES CORPORATION
NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. HISTORY AND ORGANIZATION
-
1) President Securities Corporation (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Law of the Republic of China (R.O.C.) on December 17, 1988 and was renamed as President Securities Corporation on March 4, 1989. The Company started commercial operations on April 3, 1989. As of December 31, 2022, the Company had 31 operating branches (including the Head Office) and established Offshore Securities Unit in July 2014.
-
2) The Company is primarily engaged in underwriting of securities, dealing or brokerage business of securities at the securities exchange markets and business premises, registration and transfer agency service for securities, margin loans and short sales business of securities, securities lending and borrowing business, futures introducing brokerage services, futures dealing, issuance of call (put) warrants, new financial instrument transactions, wealth management business, and trust business.
-
3) The Company’s shares are listed on the Taiwan Stock Exchange.
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4) The number of employees of the Company were 1,463 and 1,447, as of December 31, 2022 and 2021, respectively.
-
THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE FINANCIAL
STATEMENTS AND PROCEDURES FOR AUTHORIZATION
These parent company only financial statements were authorized for issuance by the Board of Directors on March 8, 2023.
3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
- 1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments that came into effect as endorsed by FSC and became effective from 2022 are as follows:
| and became effective from 2022 are as follows: | |
|---|---|
| New Standards,Interpretations and Amendments | Effective Date by International Accounting Standards Board |
| Amendments to IFRS 3,‘Reference to the conceptual framework’ Amendments to IAS 16, ‘Property, plant and equipment: proceeds before intended use’ Amendments to IAS 37, ‘ Onerous contracts – cost of fulfilling a contract’ Annual improvements to IFRS Standards 2018–2020 |
January 1, 2022 January 1, 2022 January 1, 2022 January 1, 2022 |
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The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
- 2) Effect of new issuances of or amendments to IFRSs that came into effect as endorsed by the FSC but not yet adopted by the Company
New standards, interpretations and amendments that came into effect as endorsed by FSC effective from 2023 are as follows:
| the FSC but not yet adopted by the Company New standards, interpretations and amendments that came into effect effective from 2023 are as follows: |
as endorsed by FSC |
|---|---|
| Effective Date by | |
| International Accounting | |
| New Standards,Interpretations and Amendments | Standards Board |
| Amendments to IAS 1, ‘Disclosure of accounting policies’ | January 1, 2023 |
| Amendments to IAS 8, ‘Definition of accounting estimates’ | January 1, 2023 |
| Amendments to IAS 12, ‘ Deferred tax related to assets and liabilities arising from a single transaction’ |
January 1, 2023 |
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs endorsed by the FSC are as follows:
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----- Start of picture text -----
Effective Date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
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| New Standards, Interpretations and Amendments | Effective Date by International Accounting Standards Board |
|---|---|
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets | To be determined by |
| between an investor and its associate or joint venture’ | International Accounting |
| Standards Board | |
| Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ | January 1, 2024 |
| IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendments to IFRS 17,‘Insurance contracts’ | January 1, 2023 |
| Amendment to IFRS 17,‘Initial application of IFRS 17 and IFRS 9 – comparative information’ |
January 1, 2023 |
| Amendments to IAS 1,‘Classification of liabilities as current or non-current’ |
January 1, 2024 |
| Amendments to IAS 1, ‘Non-current liabilities with covenants’ | January 1, 2024 |
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of the Company’s financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
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1) Compliance statement
- The financial statements of the Company have been prepared 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”.
2) Basis of preparation
-
A. Except for the following items, these financial statements have been prepared under the historical cost convention:
-
(A) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
-
(B) Financial assets at fair value through other comprehensive income.
-
(C) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligations.
-
B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretation that came into effect as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 5.
3) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
(A) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;
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(B) Assets held mainly for trading purposes;
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(C) Assets that are expected to be realized within twelve months from the balance sheet date;
-
(D) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.
-
B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
(A) Liabilities that are expected to be paid off within the normal operating cycle;
-
(B) Liabilities arising mainly from trading activities;
-
(C) Liabilities that are to be paid off within twelve months from the balance sheet date;
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(D) Liabilities for which the repayment date cannot be extended unconditionally to more
169
than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
-
4) Translation of foreign currency transactions
-
A. Foreign currency translation and presentation
- Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the “functional currency”). Functional currency and bookkeeping currency of the Company is New Taiwan Dollars.
-
B. Foreign currency transactions and balances
-
Foreign currency transactions denominated in a foreign currency or required to settle in a foreign currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.
-
Assets and liabilities denominated in foreign currency are translated by the closing exchange rate at balance sheet date. The closing exchange rate is determined by the market exchange rate. Non-monetary assets and liabilities denominated in foreign currencies which are carried at historical cost are re-translated at the exchange rates prevailing at the original transaction date. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are retranslated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income.
-
-
C. Translation of foreign operations
-
The operating results and financial position of all the company entities, associates and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
(A) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
-
(B) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
-
(C) All resulting exchange differences are recognized in other comprehensive income.
-
-
5) Cash and cash equivalents
-
A. In the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with banks, and other short-term highly liquid investments.
-
B. Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of
170
changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
-
6) Financial assets at fair value through profit or loss
-
A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortized cost or fair value through other comprehensive income.
-
B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognized and derecognized using trade date accounting.
-
C. At initial recognition, the Company measures the financial assets at fair value and recognizes the transaction costs in profit or loss. The Company subsequently measures the financial assets at fair value and recognizes the gain or loss in profit or loss.
-
D. The Company recognizes the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.
-
7) Financial assets at fair value through other comprehensive income
-
A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Company has made an irrevocable election at initial recognition to recognize changes in fair value in other comprehensive income and debt instruments which meet all of the following criteria:
-
(A)The objective of the Company’s business model is achieved both by collecting contractual cash flows and selling financial assets; and
-
(B)The assets’ contractual cash flows represent solely payments of principal and interest.
-
-
B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognized and derecognized using trade date accounting.
-
C. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. The Company subsequently measures the financial assets at fair value:
-
(A)The changes in fair value of equity investments that were recognized in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognized as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.
-
(B)Except for the recognition of impairment loss, interest income and gain or loss on foreign exchange which are recognized in profit or loss, the changes in fair value of debt instruments are taken through other comprehensive income. When the financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.
-
171
-
8) Notes and accounts receivable, other receivables and margin loans receivable
-
A. Accounts and notes receivable and margin loans receivables entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.
-
B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
-
9) Bonds sold under repurchase agreements and bonds purchased under resale agreements Bond transactions under repurchase or resale agreements are stated at the amount of actual payment or receipt. When transactions of bonds with a condition of resale agreements occur, the actual payment or receipt shall be recognized in ‘bonds purchased under resale agreements’ under current assets. When transactions of bonds with a condition of repurchase agreements occur, the actual payment or receipt shall be recognized in ‘bonds sold under repurchase agreements’ under current liabilities. Any difference between the actual payment/receipt and predetermined redemption (repurchase) price is recognized in interest income or interest expense.
-
10) Impairment of financial assets
For debt instruments measured at fair value through other comprehensive income, at each reporting date, the Company recognizes the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognizes the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Company recognizes the impairment provision for lifetime ECLs.
11) Derecognition of financial instruments
-
A. Derecognition of financial assets
-
The Company derecognizes a financial asset when one of the following conditions is met:
-
(A) The contractual rights to receive cash flows from the financial asset expire.
-
(B) The contractual rights to receive cash flows from the financial asset have been transferred and the Company has transferred substantially all risks and rewards of ownership of the financial asset.
-
(C) The contractual rights to receive cash flows of the financial asset have been transferred; however, the Company has not retained control of the financial asset.
-
B. Derecognition of financial liabilities
-
A financial liability is derecognized when the obligation under the liability specified in the contract is discharged or cancelled or expires.
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12) Offsetting financial instruments
Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.
13) Investments accounted for under the equity method/Subsidiaries and associates
-
A. Subsidiaries are all entities (including structured entities) controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Investments in subsidiaries are accounted for using the equity method and are initially recognized at cost.
-
B. Unrealized gains on transactions between the Company and its subsidiaries are eliminated to the extent of the Company’s interest in the subsidiaries. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
-
C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, including any other unsecured receivables, the Company does not recognize further losses.
-
D. Associates are all entities over which the Company has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognized at cost.
-
E. The Company’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognize further losses, unless it has incurred statutory/constructive obligations or made payments on behalf of the associate.
-
F. When changes in an associate’s equity that are not recognized in profit or loss or other comprehensive income of the associate and such changes not affecting the Company’s ownership percentage of the associate, the Company recognizes its share of change in
173
equity of the associate in ‘capital surplus’ in proportion to its ownership.
-
G. Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
-
H. According to "Regulations Governing the Preparation of Financial Reports by Securities Firms", the profit or loss for the period and other comprehensive income presented in parent company only financial reports shall be the same as the allocations of profit or loss for the period and of other comprehensive income attributable to owners of the parent presented in the financial reports prepared on a consolidated basis, and the owners' equity presented in the parent company only financial reports shall be the same as the equity attributable to owners of the parent presented in the financial reports prepared on a consolidated basis.
-
I. When there are objective evidences of impairment, at balance sheet date, the Company considers the whole investment carrying amount as single asset, and compares its recoverable amount (value in use or fair value less costs of disposal) with the carrying amount, to test its impairment. Value in use is determined by the present value of the Company’s share of the expected future cash flow from the associates. If the recoverable amount is less than its carrying amount, an impairment loss should be recognized. The loss will not be allocated to any of the components (including goodwill), which comprise the carrying amount of the investment. An impairment loss recognized in prior periods shall be reversed if circumstances of impairment no longer exist or have decreased.
14) Property and equipment
-
A. Property and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.
-
B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
174
-
C. Land is not depreciated. Other property and equipment are subsequently measured using the cost model and depreciated using the straight-line method to allocate their cost over their estimated useful lives.
-
D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property and equipment are as follows:
-
Useful lives
-
Buildings 5~50 years Equipment 3~10 years Leasehold improvements 5 years
-
E. When an asset is sold or retired, the cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is included in current operations.
15) Leasing arrangements (lessee) - right-of-use assets/ lease liabilities
-
A. Leases are recognized as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of low value assets, lease payments are recognized as an expense on a straightline basis over the lease term.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are mainly comprised of fixed payments.
-
The Group subsequently measures the lease liability at amortized cost using the interest method and recognizes interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognized as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
-
C. At the commencement date, the right-of-use asset is stated at cost comprising mainly the amount of the initial measurement of lease liability.
-
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognized as an adjustment to the right-of-use asset.
175
16) Investment property
-
A. Investment property of the Company is the property held either to earn long-term rental income or for capital appreciation or for both.
-
B. Part of the property may be held by the Company for self-use purpose and the remaining are used to generate rental income or capital appreciation. If the property held by the Company can be sold individually, then the accounting treatment should be made respectively. If each part of the property cannot be sold individually and the selfuse proportion is not material, then the property is deemed as investment property in its entirety.
-
C. When the future economic benefit related to the investment property is highly likely to flow into the Company and the costs can be reliably measured, the investment property shall be recognized as assets. When the future economic benefit generated from subsequent costs is highly likely to flow into the entity and the costs can be reliably measured, the subsequent expenses of the assets shall be capitalized. All maintenance costs are recognized in profit or loss as incurred.
-
D. Investment property is subsequently measured using the cost model. Depreciated cost is used to calculate amortization expense after initial measurement. The depreciation method, remaining useful life and residual value should apply the same rules as applicable for property and equipment.
17) Intangible assets
-
A. The cost of computer software is amortized using the straight-line method over the useful lives based on acquisition cost, with an amortization period of 4 years.
-
B. In accordance with IFRS 3 ‘Business combinations’ as endorsed by FSC, goodwill arises when the acquisition cost exceeds the fair value of identifiable assets and liabilities of the consolidated subsidiary on the consolidation date. The goodwill arising from the consolidated subsidiary is included in the intangible asset. Goodwill is tested annually for impairment and any impairment loss will be recognized when impairment occurs. Impairment losses on goodwill are not reversed.
18) Impairment of non-financial assets
- A. The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.
176
-
B. The recoverable amounts of goodwill, intangible assets with an indefinite useful life and intangible assets that have not yet been available for use are evaluated periodically. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognized in profit or loss shall not be reversed in the following years.
-
C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is expected to benefit from the synergies of the business combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.
-
19) Financial liabilities at fair value through profit or loss
-
A. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorized as financial liabilities held for trading unless they are designated as hedges.
-
B. At initial recognition, the Group measures the financial liabilities at fair value. All related transaction costs are recognized in profit or loss. The Group subsequently measures these financial liabilities at fair value with any gain or loss recognized in profit or loss.
20) Contingent liabilities
Contingent liability is a possible obligation that arises from past event, whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Or it could be a present obligation as a result of past event but the payment is not probable or the amount cannot be measured reliably. The Company did not recognize any contingent liabilities but made appropriate disclosure in compliance with relevant regulations.
21) Employee benefits
- A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service.
- B. Termination benefits
Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Company’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employee. The Company recognized expense as it can no longer withdraw an offer of termination benefit or it recognizes relating restructuring costs, whichever is earlier. Benefits that
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are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.
-
C. Pensions
-
(A) Defined contribution plans
Effective July 1, 2005, the Company established the defined contribution plan for employees of R.O.C. nationality. The employees have the option to participate in the New Plan. Under the New Plan, the Company contributes monthly an amount equivalent to 6% of employees’ salaries to the employees’ personal pension accounts with the “Bureau of Labor Insurance”. Benefits accrued under the New Plan are portable upon termination of employment. Net defined benefit asset can only be recognized when there is a cash refund or elimination in the future accrued pension liabilities.
-
(B) Defined benefit plans
-
a. In a defined benefit plan, the pension paid is determined based on the amount that an employee shall receive upon retirement, which could vary with age, work seniority and salary compensations. The Company recognizes the accrued pension obligations in the balance sheet based on the net amount of actuarial present value of defined benefit obligation less the fair value of fund, which is adjusted with the net of past service cost recognized as liabilities. Defined benefit obligation is assessed annually using projected unit credit method by the actuary. The present value of the defined benefit obligation is determined using the market yield of government bonds of a currency and term consistent with the currency and term of the employment benefit obligations.
-
b. Remeasurement arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
D. Employees’ remuneration and directors’ remuneration
-
Employees’ and directors’ remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.
22) Revenues and expenses
The Company’s revenues and expenses mainly include:
-
A. Gains (losses) on sale of securities, securities brokerage fees, and commissions on brokerage and trading are recognized on the transaction date.
-
B. Underwriting fees and related service charges: application fees are recognized upon collection; underwriting fees and service charges are recognized when the contract is
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completed.
-
C. Gains (losses) on futures contracts: The margin of futures transaction is recognized as cost. Costs and expenses are recognized as incurred.
-
D. Operating expenses: operating expenses refer to required expenses invested in the Company’s operations, which primarily include employee benefit expense, depreciation and amortization, and other business and administrative expenses.
-
23) Income tax
-
A. Current income tax
- Income tax payable (refundable) is calculated on the basis of the tax laws enacted in the countries where a company operates and generates taxable income. Except for the transactions or other matters directly recognized in other comprehensive income or equity, in which cases the related income taxes in the period are recognized in other comprehensive income or directly derecognized from equity, all the others should be recognized as income or expense for the period.
-
B. Deferred income tax
- Deferred income tax assets and liabilities are measured based on the tax rate of the anticipated period that the future assets realization or the liabilities settlement requires, which is based on the effective or existing tax rate at the balance sheet date. The carrying amounts and temporary differences of assets and liabilities included in the balance sheet are calculated using the liability method and recognized as deferred income tax. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit (loss). Deferred income tax assets are recognized only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized. If the future taxable income is probable to provide unused loss carryforwards or deferred income tax credit which can be realized in the future, the proportion of realization is deemed as deferred income tax asset.
-
C. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions for income tax liabilities where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
-
D. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts
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and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.
24) Share capital
-
A. Incremental costs directly attributable to the issuance of new shares are shown as a deduction, net of tax, from equity. Dividends from common stocks are recognized as equity in the financial period in which they are approved by the Company’s shareholders. If the date of dividends declared is later than the balance sheet date, common stocks are disclosed in the subsequent events.
-
B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.
25) Earnings per share
-
A. Earnings per share is calculated by dividing net income by the weighted average number of shares outstanding during the year after taking into consideration the retroactive effect of stock dividends and capital reserve capitalized.
-
B. When the Company calculates earnings per share, basic earnings per share and diluted earnings per share for all potential ordinary shares shall all be disclosed in accordance with IAS 33 “Earnings per share”.
5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY
- 1) As the financial statements of the Company may be affected by the adoption of accounting policy, accounting estimate and assumption, the Company’s management shall properly exercise its professional judgement, estimates, and assumptions on the information of the key risks that is obtained from other resources and could affect the carrying amounts of financial assets and liabilities in the next fiscal year while adopting critical accounting policies as stated in Note 4. Estimates and assumptions of the Company are the best estimates made in compliance with IFRSs as endorsed by the FSC. Estimates and assumptions are made based on past experience and other factors (including the influence of COVID 19) deemed relevant; however, the actual results may differ from the estimates. The Company evaluates the estimates and assumptions on an ongoing basis and recognizes
180
the adjustment of the estimates only in the period which is affected by the adjustment. If the adjustment simultaneously affects both the current and future periods, it should be recognized in both periods.
-
2) Relevant information on key assumptions to be made in the future, key sources of assumption uncertainty made at balance sheet date, and assumptions and estimates that may cause key risks that could affect the carrying amounts of financial assets and liabilities are as follows:
-
A. Fair value of financial instruments
- Financial instruments with no active market or quoted price use valuation technique to determine the fair value. Under such condition, fair value is assessed through the observable information or models of similar financial instruments. If there is no observable input available in a market, the fair value of financial instrument is assessed through appropriate assumptions. When valuation models are adopted to determine the fair value, all the models should be calibrated to ensure that the output can actually reflect actual information and market price. Models should try to take only observable information as much as possible.
-
B. Expected credit losses
For financial assets, the measurement of expected credit losses uses complex models and multiple assumptions. These models and assumptions take into account future macro-economic conditions and credit behaviors of borrowers (e.g. probability of customer default and loss). Please refer to Note 12(2) for detailed information on parameters, assumptions, and estimation methods used in measuring expected credit losses and disclosure of the sensitivity of credit loss to the aforementioned factors. The measurement of expected credit losses according to applicable accounting rules involves significant judgement in several areas, for example:
-
(A)The criteria used to judge whether there is significant increase in credit risk.
-
(B)The selection of appropriate models and assumptions for measuring expected credit losses.
-
For judgements and estimations of the above expected credit losses, please refer to Note 12(2).
-
C. Impairment assessment on investment accounted for under the equity method When there are impairment indicators that show the investments accounted for under the equity method are impaired and the carrying amount can no longer be recovered, the Company will assess the impairment of the investment. The Company assesses its share of the recoverable amount which is based on the discounted value of expected cash flow, and assess the reasonableness of relevant assumptions, including revenue growth rate, operating profit margin, net profit margin, financial forecast, and discount rate.
181
D. Impairment assessment of goodwill
The periodic impairment assessment of goodwill includes allocation of assets, liabilities, and goodwill to brokerage segment, and determines the recoverable amount based on brokerage segment’s present value of expected future cash flow. The periodic assessment also analyzes reasonableness of relevant assumptions, including expected future trading volumes, market share, segment’s operating profit margin, and discount rates.
6. DETAILS OF SIGNIFICANT ACCOUNTS
1) Cash and cash equivalents
| future trading volumes, market share, segment’s operating profit rates. TAILS OF SIGNIFICANT ACCOUNTS Cash and cash equivalents |
margin, and discou |
|---|---|
| December 31, 2022 Checking deposits 497,806 $ Current deposits: Deposits denominated in NTD 318,771 Deposits denominated in foreign currencies 1,154,652 Time deposits 1,221,565 Total 3,192,794 $ |
December 31, 2021 |
| 457,036 $ 358,336 1,001,686 1,265,900 |
|
| 3,082,958 $ |
As of December 31, 2022 and 2021, the annual interest rates of time deposits, including foreign time deposits were 0.335% ~ 5.150% and 0.050% ~ 0.400%, respectively.
2) Financial assets at fair value through profit or loss
December 31, 2022 December 31, 2021
Current items:
| Current items: | ||||||
|---|---|---|---|---|---|---|
| Financial assets mandatorily measured at fair value through | ||||||
| profit or loss: | ||||||
| Security lending | ||||||
| Security lending | $ | 208 |
$ | - |
||
| Valuation adjustment of security lending | ( | 45) | - | |||
| Subtotal | 163 | - | ||||
| Open-ended funds, money market instruments and | ||||||
| securities investment by brokers | ||||||
| Open-ended mutual funds beneficiary certificates | 106,313 | 41,726 | ||||
| Valuation adjustment of open-ended funds, money | ||||||
| market instruments and securities investment | ||||||
| by brokers | ( | 3,084) | ( | 307) | ||
| Total | 103,229 | 41,419 |
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| December 31,2022 Trading securities-dealer Listed (TSE and OTC) stocks 2,701,353 $ Government bonds 850,036 Corporate bonds 1,575,767 Convertible corporate bonds 487,753 Emerging stocks 140,220 Overseas stocks 3,760,350 Exchange-traded funds 2,375,510 Unlisted stocks 2,042 Subtotal 11,893,031 Valuation adjustment of trading securities - dealer 34,500) ( Total 11,858,531 Trading securities-underwriter Listed (TSE and OTC) stocks 2,122 Convertible corporate bonds 728,535 Subtotal 730,657 Valuation adjustment of trading securities - underwriter 58,520 Total 789,177 Trading securities-hedging Listed (TSE and OTC) stocks 2,758,422 Convertible corporate bonds 3,371,436 Warrants 24,283 Overseas stocks 190,309 Exchange traded funds 7,320 Subtotal 6,351,770 Valuation adjustment of trading securities - hedging 287,674) ( Total 6,064,096 Options bought-futures 8,893 Futures guarantee deposits receivable 5,186,074 Derivative financial instrument assets-OTC 5,037 Total 24,015,200 $ December 31,2022 Non-current items: Financial assets mandatorily measured at fair value through profit or loss: Trading securities - dealer - government bonds 49,779 $ Unlisted stocks 2,609 Subtotal 52,388 Valuation adjustment of trading securities 13,995 Total 66,383 $ |
December 31,2021 |
|---|---|
| 6,576,248 $ 1,494,196 2,648,112 365,393 222,266 9,075,322 966,526 2,042 |
|
| 21,350,105 352,548 |
|
| 21,702,653 | |
| 184,916 493,640 |
|
| 678,556 121,471 |
|
| 800,027 | |
| 5,454,491 32,692 16,108 196,726 2,992 |
|
| 5,703,009 304,525 |
|
| 6,007,534 | |
| 24,902 | |
| 4,695,404 | |
| 14,724 | |
| 33,286,663 $ |
|
| December 31,2021 | |
| 49,973 $ 2,609 |
|
| 52,582 10,192 |
|
| 62,774 $ |
-
a. For the years ended December 31, 2022 and 2021, net realized and unrealized gains (losses) on financial assets and liabilities at fair value through profit or loss amounted to ($148,007) and $3,922,869, respectively.
-
b. Details of the Company’s financial assets at fair value through profit or loss pledged to others as collateral are provided in Note 8.
-
c. Information relating to credit risk is provided in Note 12(2).
183
3) Financial assets at fair value through other comprehensive income
| Financial assets at fair value through other comprehensive income | |
|---|---|
| December 31,2022 Current items: Equity instruments Trading securities-dealer Listed (TSE and OTC) stocks 189,812 $ Valuation adjustment of trading securities - dealer 109,338 Subtotal 299,150 Debt instruments Trading securities-dealer Overseas bonds 2,317,088 Valuation adjustment of trading securities - dealer 118,456) ( Subtotal 2,198,632 Total 2,497,782 $ December 31,2022 Non-current items: Equity instruments Unlisted stocks 6,449 $ Valuation adjustment of trading securities 288,406 Total 294,855 $ |
December 31,2021 |
| 189,812 $ 220,393 |
|
| 410,205 | |
| - - |
|
| - | |
| 410,205 $ |
|
| December 31,2021 | |
| 6,449 $ 252,178 |
|
| 258,627 $ |
-
a. The Company has elected to classify stock investments that are considered to be strategic investments or stably receiving dividends as financial assets at fair value through other comprehensive income. The fair value of such investments amounts to $594,005 and $668,832 as at December 31, 2022 and 2021, respectively.
-
b. Amounts recognized in profit or loss and other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:
| Equity instruments at fair value through other comprehensive income |
Year ended December 31,2022 |
Year ended December 31,2021 |
|
|---|---|---|---|
| Fair value change recognized in other comprehensive income Dividend income recognised in profit or loss Held at end of period Debt instruments at fair value through other comprehensive income |
74,826) ($ 14,439 $ Year ended December 31,2022 |
128,987 $ 13,661 $ Year ended December 31,2021 |
|
| Fair value change recognized in other comprehensive income Cumulative other comprehensive income reclassified to profit or loss Interest income recognized in profit or loss |
126,051) ($ 26,163 $ |
- $ - $ |
184
-
c. Details of the Company’s financial assets at fair value through other comprehensive income pledged to others as collateral are provided in Note 8.
-
d. Information relating to credit risk is provided in Note 12(2).
4) Bonds purchased under resale agreements
| December | 31,2022 | December | 31,2021 | |
|---|---|---|---|---|
| Overseas bonds | $ | - |
$ | 27,401 |
The above bonds purchased under resale agreements as of December 31, 2022 and 2021 was due within one year and were contracted to be resold at the agreed-upon price plus interest charge on the specific date after transaction. The total resale amounts were $0 and $27,424, respectively. The annual interest rates of every currency were as follows:
U.S Dollar
December 31, 2022 December 31, 2021 - 0.3375%
5) Margin loans receivable
Margin loans receivable were secured by the securities purchased by customers under margin loans. The annual interest rate was 6.4%.
6) Accounts receivable
| Accounts receivable | ||||
|---|---|---|---|---|
| December 31,2022 | December 31,2021 | |||
| Accounts receivable - related parties | $ | 4,717 | $ | 4,792 |
| Accounts receivable - non related parties | ||||
| Settlement price receivable-brokers | $ | 8,317,064 |
$ | 14,098,544 |
| Settlement price receivable-dealer | 87,067 | 392,802 | ||
| Settlement price receivable-foreign bonds | 757,711 | 137,269 | ||
| Spot exchange receivable, foreign currencies | 47,624 | - | ||
| Interest receivable | 315,061 | 336,711 | ||
| Settlement price | 438,735 | 1,349,925 | ||
| Others | 167,152 | 234,918 | ||
| Subtotal | 10,130,414 | 16,550,169 | ||
| Less: Allowance for uncollectible accounts | ( | 659) | ( | 742) |
| Total | $ | 10,129,755 | $ | 16,549,427 |
185
- A. The ageing analysis of accounts receivable that were past due but not impaired is as follows:
==> picture [427 x 237] intentionally omitted <==
----- Start of picture text -----
December 31, 2022
91 to 180 181 days to More than 12
Up to 30 days 31 to 90 days days 12 months months Total
Accounts receivable
Accounts receivable
-related parties $ 4,717 $ - $ - $ - $ - $ 4,717
Accounts receivable
- non related parties 9,825,908 46,581 52,096 95,860 109,969 10,130,414
Total $ 9,830,625 $ 46,581 $ 52,096 $ 95,860 $ 109,969 $ 10,135,131
December 31, 2021
91 to 180 181 days to More than 12
Up to 30 days 31 to 90 days days 12 months months Total
Accounts receivable
Accounts receivable
-related parties $ 4,792 $ - $ - $ - $ - $ 4,792
Accounts receivable
- non related parties 16,229,080 48,072 93,850 116,275 62,892 16,550,169
Total $ 16,233,872 $ 48,072 $ 93,850 $ 116,275 $ 62,892 $ 16,554,961
----- End of picture text -----
Note : The above ageing analysis was based on invoice date.
B. Information related to credit risk is provided in Note 12(2).
7) Other receivables
| December 31, 2022 Interest receivable 11,035 $ Others 5,621 Total 16,656 $ |
December31,2021 2,440 $ 3,269 5,709 $ |
|---|---|
Information relating to credit risk is provided in Note 12(2).
8) Other current assets
| Information relating to credit risk is provided in Other current assets |
Note 12(2). | |
|---|---|---|
| Pending settlements Pledged time deposits Deposits-in for foreign currency securities Underwriting share proceeds collected on behalf of customers Amounts held for each customer in the account Others Total |
December 31,2022 113,139 $ 400,000 808,290 249,404 269,029 30,566 1,870,428 $ |
December 31,2021 |
| 359,808 $ 400,000 1,884,425 5,243,851 97,996 6,240 |
||
| 7,992,320 $ |
9) Transfer of financial assets
A. During the Company’s activities, the transferred financial assets that do not meet derecognition conditions are mainly debt instruments with purchase agreements or debt instruments lent out in accordance with securities borrowing and lending agreement. The cash flow of the contract has been transferred and related liabilities of transferred
186
financial assets that will be repurchased at a fixed price in the future have been reflected. The Company may not use, sell or pledge the transferred financial assets during the valid period of the transaction. The financial assets were not derecognized as the Company is still exposed to interest rate risk and credit risk.
- B. Financial assets that do not meet the derecognition conditions and related financial
liabilities are analysed below:
| iabilities are analysed below: | iabilities are analysed below: | |
|---|---|---|
| Financial assets category Carrying amount of transferred financial assets Financial assets measured at fair value through profit or loss Repurchase agreement 4,814,535 $ Financial assets measured at fair value through other comprehensive income Repurchase agreement 2,198,632 December31,2022 December31,2021 |
Carrying amount of related financial liabilities 4,738,787 $ 2,226,637 Carrying amount of related financial liabilities |
|
| Financial assets category Financial assets measured at fair value through profit or loss Repurchase agreement |
Carrying amount of transferred financial assets |
|
| 10,016,623 $ |
9,643,040 $ |
10) Offsetting financial assets and financial liabilities
- A. The Company has transactions that are or are similar to net settled master netting arrangements but do not meet the offsetting criteria, i.e. derivative financial instruments, resale and repurchase agreements. If one party breaches the contract, the counterparty can choose to use net settlement for the above transactions.
(Blank below)
187
-
B. The offsetting of financial assets and financial liabilities are set as follows:
-
(1) Financial assets
| Financial assets | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, | 2022 | ||||||||
| Derivative financial instruments Description |
Gross amounts of recognised financial assets |
Gross amounts of recognised financial liabilities set off in the balance sheet |
Net amounts of financial assets presented in the balance sheet |
Financial instruments Cash collateral received 5,037 $ - $ Not set off in the balance sheet |
Net amount | ||||
| Financial instruments |
|||||||||
| 5,037 $ |
- $ |
5,037 $ |
5,037 $ |
- $ |
| December 31, | 2021 | 2021 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Derivative financial instruments Bonds purchased under resale agreements Total Description |
Gross amounts of recognised financial assets |
Gross amounts of recognised financial liabilities set off in the balance sheet |
Net amounts of financial assets presented in the balance sheet |
Financial instruments Cash collateral received 2,467 $ - $ 27,334 - 29,801 $ - $ Not set off in the balance sheet |
Net amount | ||||
| Financial instruments |
|||||||||
| 14,257 $ 27,401 41,658 $ |
- $ - - $ |
14,257 $ 27,401 41,658 $ |
2,467 $ 27,334 29,801 $ |
11,790 $ 67 |
|||||
| 11,857 $ |
188
(2) Financial liabilities
| December 31, | 2022 | 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Derivative financial instruments Bonds sold and repurchase agreements Total Description |
Gross amounts of recognised financial liabilities |
Gross amounts of recognised financial assets set off in the balance sheet |
Net amounts of financial liabilities presented in the balance sheet |
Not set off in the | Cash collateral received - $ - - $ balance sheet |
Net amount | ||||
| Financial instruments |
||||||||||
| 8,320 $ 4,718,843 4,727,163 $ |
- $ - - $ December 31, |
8,320 $ 4,718,843 4,727,163 $ 2021 |
5,037 $ 4,718,843 4,723,880 $ |
3,283 $ - |
||||||
| 3,283 $ |
||||||||||
| Derivative financial instruments Bonds sold and repurchase agreements Total Description |
Gross amounts of recognised financial liabilities |
Gross amounts of recognised financial assets set off in the balance sheet |
Net amounts of financial liabilities presented in the balance sheet |
Not set off in the | Cash collateral received - $ - - $ balance sheet |
Net amount | ||||
| Financial instruments |
||||||||||
| 2,467 $ 6,598,995 6,601,462 $ |
- $ - - $ |
2,467 $ 6,598,995 6,601,462 $ |
2,467 $ 6,598,995 6,601,462 $ |
- $ - |
||||||
| - $ |
189
11) Investments accounted for under the equity method
| Subsidiaries President Futures Corp. President Securities (HK) Ltd. President Wealth Management (HK) Ltd. President Securities (Nominee) Ltd. President Capital Management Corp. President Insurance Agency Corp. PSC Venture Capital Investment Limited Company Associates Uni-President Asset Management Corp. Jin Yuan President Securities Co., Ltd. |
December 31,2022 2,547,290 $ 1,334,862 60,574 1,552 304,894 57,181 267,501 4,573,854 747,473 2,764,018 8,085,345 $ |
December 31,2021 2,420,110 $ 1,288,431 54,073 1,529 312,175 46,249 273,064 4,395,631 760,171 2,363,197 7,518,999 $ |
|---|---|---|
-
A. The Company’s share of its associates’ profits or losses recognized in long-term equity investment accounted for under the equity method for the years ended December 31, 2022 and 2021 were $32,394 and $213,779, respectively.
-
B. Subsidiary President Securities (HK) Ltd., President Wealth Management (HK) Ltd. and President Securities (Nominee) Ltd. were approved by the Board of Directors in March 2022 to deal with the dissolution and liquidation matters.
-
C. The Company holds 42.46% of the equity of Uni-President Asset Management Corp., making it the single largest shareholder of the company, while the other equity is mainly held by the other 17 shareholders. Half of the voting rights of the shareholders attending the shareholders’ meeting exceeds the voting rights of the Company, and the Company does not take an active role in the management of the company. This shows that the Company has no actual ability to direct relevant activities. The Company has no control over Uni-President Asset Management Corp., but has significant influence over it.
-
D. Details of information of subsidiaries are provided in Note 4(3) of consolidated financial statements.
-
E. The financial information of the Company’s principal associates is summarized as follows:
-
(a) The basic information of the associate that are material to the Company is as follows:
| Companyname Uni-President Asset Management Corp. Jin Yuan President Securities Co., Ltd. (Note) |
Princial place of businesss Taipei city Xiamen |
December 31, 2022 December 31, 2021 42.46% 42.46% 49% 49% Shareholdingratio |
Nature of Methods of relationship measurement Associate Equity method Associate Equity method |
|
|---|---|---|---|---|
| December 31, 2022 |
||||
| 42.46% 49% |
Note: The company participated in the cash capital increase of Jin Yuan President Securities Co., Ltd. in proportion to its shareholdings in the third quarter of 2022.
190
- (b) The summarized financial information of the associate that are material to the Company is as follows:
Balance sheet
| follows: Balance sheet |
|||
|---|---|---|---|
| Current assets Non-current assets Current liabilities Non-current liabilities Total net assets Share in associate's net assets Goodwill and others Carrying amount of the associate Current assets Non-current assets Current liabilities Non-current liabilities Total net assets Share in associate's net assets Carrying amount of the associate Statement of comprehensive income Revenue: Profit for the period from continuing operations Other comprehensive income (loss)- net of tax Total comprehensive income (loss) Dividends received from associates Revenue: Loss for the period from continuing operations Total comprehensive income (loss) |
December 31,2022 December 31,2021 944,707 $ 1,105,200 $ 784,976 761,113 334,677) ( 433,586) ( 57,145) ( 64,962) ( 1,337,861 $ 1,367,765 $ 568,101 $ 580,799 $ 179,372 179,372 747,473 $ 760,171 $ December 31, 2022 December 31,2021 6,937,077 $ 8,438,646 $ 233,398 317,940 1,491,521) ( 3,852,030) ( 38,100) ( 81,706) ( 5,640,854 $ 4,822,850 $ 2,764,018 $ 2,363,197 $ 2,764,018 $ 2,363,197 $ Uni-President Asset Management Corp. Jin Yuan President Securities Co., Ltd. Year ended December 31,2022 Year ended December 31,2021 1,269,129 $ 1,411,480 $ 435,683 $ 536,134 $ 4,577 68,517 440,260 $ 604,651 $ 199,648 $ 98,959 $ Year ended December 31,2022 Year ended December 31,2021 119,529 $ 291,581 $ 577,258) ($ 305,071) ($ 577,258) ($ 305,071) ($ Uni-President Asset Management Corp. Jin Yuan President Securities Co.,Ltd. |
||
| Year ended December 31,2022 |
|||
| Year ended December 31,2022 |
|||
| 119,529 $ 577,258) ($ 577,258) ($ |
291,581 $ 305,071) ($ 305,071) ($ |
191
12) Property and equipment
| ) Property and equipment | ||||||||
|---|---|---|---|---|---|---|---|---|
| January1 | Year ended December 31,2022 | |||||||
| Land | Buildings | Equipment | Leasehold improvements |
Total | ||||
| Cost Accumulated depreciation and impairment Total January 1 Additions Reclassifications Depreciation December 31, 2022 December 31,2022 |
1,573,570 $ - 1,573,570 $ 1,573,570 $ - - - 1,573,570 $ Land |
1,022,169 $ 450,583) ( 571,586 $ 571,586 $ 2,015 34,027 35,509) ( 572,119 $ Buildings |
212,540 $ 93,913) ( 118,627 $ 118,627 $ 88,922 118,345 66,916) ( 258,978 $ Equipment |
17,818 $ 10,331) ( 7,487 $ 7,487 $ 1,381 3,360 3,785) ( 8,443 $ Leasehold improvements |
2,826,097 $ 554,827) ( 2,271,270 $ 2,271,270 $ 92,318 155,732 106,210) ( 2,413,110 $ Total |
|||
| Cost Accumulated depreciation and impairment Total January1 |
1,573,570 $ - 1,573,570 $ |
1,050,881 $ 374,947 $ 22,559 $ 478,762) ( 115,969) ( 14,116) ( 572,119 $ 258,978 $ 8,443 $ Year ended December 31,2021 |
3,021,957 $ 608,847) ( 2,413,110 $ |
|||||
| Land | Buildings | Equipment | Leasehold improvements |
Total | ||||
| Cost Accumulated depreciation and impairment Total January 1 Additions Reclassification Depreciation December 31, 2021 December 31,2021 |
1,573,570 $ - 1,573,570 $ 1,573,570 $ - - - 1,573,570 $ Land |
1,010,840 $ 421,494) ( 589,346 $ 589,346 $ 630 12,329 30,719) ( 571,586 $ Buildings |
180,060 $ 83,200) ( 96,860 $ 96,860 $ 45,694 19,180 43,107) ( 118,627 $ Equipment |
22,293 $ 11,747) ( 10,546 $ 10,546 $ 405 750 4,214) ( 7,487 $ Leasehold improvements |
2,786,763 $ 516,441) ( 2,270,322 $ 2,270,322 $ 46,729 32,259 78,040) ( 2,271,270 $ Total |
|||
| Cost Accumulated depreciation and impairment Total |
1,573,570 $ - 1,573,570 $ |
1,022,169 $ 450,583) ( 571,586 $ |
212,540 $ 93,913) ( 118,627 $ |
17,818 $ 10,331) ( 7,487 $ |
2,826,097 $ 554,827) ( 2,271,270 $ |
-
A. No interest was capitalized for property and equipment for the years ended December 31, 2022 and 2021.
-
B. The information on property and equipment pledged or restricted as of December 31, 2022 and 2021 is described in Note 8.
- 13) Leasing arrangements lessee
- A. The Company leases various assets including buildings, machinery and equipment, business vehicles and multifunction printers. Rental contracts are typically made for periods of 1 to 10 years. Lease terms are negotiated on an individual basis and contain a wide range of different
192
terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
- B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| Buildings Transportation equipment (Business vehicles) Office equipment (Photocopiers) Total Buildings Transportation equipment (Business vehicles) Office equipment (Photocopiers) Total |
December 31,2022 December 31,2021 CarryingAmount CarryingAmount 135,919 $ 168,610 $ 13,098 15,976 6,078 7,374 155,095 $ 191,960 $ Year ended December 31,2022 Year ended December 31, 2021 Depreciation charge Depreciation charge 63,056 $ 63,091 $ 5,495 5,557 2,165 2,100 70,716 $ 70,748 $ |
|
|---|---|---|
-
C. For the years ended December 31, 2022 and 2021, the additions to right-of-use assets amounted to $44,048 and $91,685, respectively.
-
D. The information on income and expense accounts relating to lease contracts is as follows:
| Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts Expense on variable lease payment |
Year ended December 31,2022 |
Year ended December 31,2021 |
|---|---|---|
| 1,131 $ 4,241 100 |
1,186 $ 1,651 3,485 |
-
E. For the years ended December 31, 2022 and 2021, the Company’s total cash outflow for leases amounted to $73,456 and $70,881, respectively.
-
F. The Group has applied the practical expedient to “Covid-19-related rent concession”, and recognized the other gains or losses from changes in lease payments arising from the rent concessions amounting to $156 and $104, respectively, by decreasing rent expense for the years ended December 31, 2022 and 2021.
-
14) Leasing arrangements – lessor
-
A. The Company leases various assets including office and parking space. Rental contracts are typically made for periods of 1 to 5 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
-
B. For the years ended December 31, 2022 and 2021, the Company recognized rent income in the amount of $24,436 and $24,512, respectively, based on the operating lease agreement, which does not include variable lease payments.
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C. The maturity analysis of the lease payments under the operating leases is as follows:
| 2022 2023 2024 Total |
December 31,2022 24,436 $ 24,585 10,547 59,568 $ |
December 31,2021 |
|---|---|---|
| 23,655 $ 29,695 6,077 59,427 $ |
15) Investment property
| January1 | Year ended December 31,2022 | |
|---|---|---|
| Land Buildings Total 198,099 $ 107,076 $ 305,175 $ - 36,773) ( 36,773) ( 198,099 $ 70,303 $ 268,402 $ 198,099 $ 70,303 $ 268,402 $ - 2,100) ( 2,100) ( 198,099 $ 68,203 $ 266,302 $ Land Buildings Total 198,099 $ 107,076 $ 305,175 $ - 38,873) ( 38,873) ( 198,099 $ 68,203 $ 266,302 $ Year ended December 31, 2021 |
||
| Cost Accumulated depreciation and impairment Total January 1 Depreciation December 31 December 31 |
||
| Cost Accumulated depreciation and impairment Total January1 |
||
| Land Buildings Total 198,099 $ 107,076 $ 305,175 $ - 34,672) ( 34,672) ( 198,099 $ 72,404 $ 270,503 $ 198,099 $ 72,404 $ 270,503 $ - 2,101) ( 2,101) ( 198,099 $ 70,303 $ 268,402 $ Land Buildings Total 198,099 $ 107,076 $ 305,175 $ - 36,773) ( 36,773) ( 198,099 $ 70,303 $ 268,402 $ |
||
| Cost Accumulated depreciation and impairment Total January 1 Depreciation December 31 December 31 |
||
| Cost Accumulated depreciation and impairment Total |
A. For the years ended December 31, 2022 and 2021, rental income from the lease of the investment property were $16,661 and $17,115, respectively, and direct operating expenses arising from the investment property were $3,667 and $3,579, respectively.
B. Details of fair value of investment property are provided in Note 12(5).
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16) Intangible assets
| ) Intangible assets | ||||||
|---|---|---|---|---|---|---|
| January1 | Year ended December 31,2022 | |||||
| Computer software |
Goodwill | |||||
| Cost Accumulated amoritization and impairment Total January 1 Additions Reclassifications Amoritization December 31 December 31 |
146,948 $ 43,323) ( 103,625 $ 103,625 $ 41,626 45,159 45,064) ( 145,346 $ Computer software |
42,004 $ - 42,004 $ 42,004 $ - - - 42,004 $ Goodwill |
||||
| Cost Accumulated amoritization and impairment Total January1 |
215,358 $ 70,012) ( 145,346 $ |
|||||
| Computer software |
Goodwill | Customer relationships and others Total 54,260 $ 172,118 $ 54,181) ( 77,639) ( 79 $ 94,479 $ 79 $ 94,479 $ - 41,381 - 34,506 18) ( 24,676) ( 61 $ 145,690 $ Customer relationships and others Total 54,260 $ 243,212 $ 54,199) ( 97,522) ( 61 $ 145,690 $ |
||||
| Cost Accumulated amoritization and impairment Total January 1 Additions Reclassifications Amoritization December 31 December 31 |
75,854 $ 23,458) ( 52,396 $ 52,396 $ 41,381 34,506 24,658) ( 103,625 $ Computer software |
42,004 $ - 42,004 $ 42,004 $ - - - 42,004 $ Goodwill |
||||
| Cost Accumulated amoritization and impairment Total |
146,948 $ 43,323) ( 103,625 $ |
42,004 $ - 42,004 $ |
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-
A. No interest was capitalized for intangible assets for the years ended December 31, 2022 and 2021.
-
B. Goodwill and customer relationships were acquired through acceptance of transfer of the securities brokerage business of Standard Chartered (Taiwan) Bank's retail banking business and were all allocated to the Company’s brokerage segment.
-
C. The recoverable amount of goodwill was periodically determined based on its value in use. Calculations of value in use after-tax cash flow projections are based on financial budgets approved by the management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below.
The recoverable amount calculated based on the value in use exceeded the carrying amount, thus the goodwill was not impaired. The key assumptions used for calculation of value in use are as follows:
| follows: | |||
|---|---|---|---|
| Growth rate Discount rate |
Year ended December 31,2022 Year ended December 31,2021 0.00% 0.00% 13.26% 12.03% BrokerageSegment |
||
| Year ended December 31,2022 |
|||
| 0.00% 13.26% |
0.00% 12.03% |
Management determined the growth rate based on past performance and its expectations of market development. The discount rates were based on the weighted average financing cost rates determined by the Company’s capital asset pricing model. The discount rates also reflect specific risks related to relevant operating segments.
17) Other non-current assets
| risks related to relevant operating segments. Other non-current assets |
||
|---|---|---|
| Short-term loans Operation guaranteed deposits Clearing and settlement fund Refundable deposits Net defined benefit assets Prepayment for equipment Overdue receivables Others Subtotal Less: Allowance for uncollectible accounts Total Unsecured loans |
December 31,2022 December 31,2021 505,000 $ 505,000 $ 214,883 230,091 216,519 301,574 75,993 - 56,993 78,273 8,224 12,517 2,500 2,500 1,080,112 1,129,955 8,224) ( 12,517 ( 1,071,888 $ 1,117,438 $ December31,2022 December31,2021 275,000 $ 590,000 $ |
December 31,2021 |
| 505,000 $ 230,091 301,574 - 78,273 12,517 2,500 |
||
| 1,117,438 $ |
||
| December31,2021 | ||
| 590,000 $ |
18) Short-term loans
As of December 31, 2022 and 2021, the interest rates of short-term loans, including foreign interest rates were 1.700% and 0.790%, respectively.
19) Commercial papers payable
| Commercial papers payable | |||||
|---|---|---|---|---|---|
| December 31,2022 | December 31,2021 | ||||
| Face value | $ | 5,830,000 |
$ | 8,650,000 |
|
| Less: Discount on commercial papers | payable | ( | 2,569) | ( | 1,442) |
| Total | $ | 5,827,431 | $ | 8,648,558 |
As of December 31, 2022 and 2021, the interest rates of commercial papers, including foreign interest
196
rates were 1.250%~1.400% and 0.320%~0.500%, respectively.
20) Financial liabilities at fair value through profit or loss - current
| December 31,2022 | December 31,2022 | December 31,2021 | December 31,2021 | |||
|---|---|---|---|---|---|---|
| Covering bonds | $ | - |
$ | 148,560 |
||
| Valuation adjustment on covering bonds | - | ( | 270) | |||
| Subtotal | - | 148,290 | ||||
| Liabilities on sale of borrowed securities | ||||||
| - hedged | 1,769,451 | 408,629 | ||||
| Valuation adjustment on liabilities on sale | ||||||
| of borrowed securities - hedged | ( | 47,847) |
16,664 | |||
| Liabilities on sale of borrowed securities | ||||||
| - non-hedged | 6,668,328 | 4,294,538 | ||||
| Valuation adjustment on liabilities on sale | ||||||
| of borrowed securities - non-hedged | ( | 912,064) | 404,442 | |||
| Subtotal | 7,477,868 | 5,124,273 | ||||
| Issuance of call ( put ) warrants | 8,388,823 | 12,925,747 | ||||
| Loss (gain) on price fluctuation | ( | 3,700,001) | ( | 500,708) |
||
| Market value (A) | 4,688,822 | 12,425,039 |
||||
| Warrants redeemed | ( | 6,461,030) |
( | 12,258,180) |
||
| Loss (gain) on price fluctuation | 2,084,404 | 729,365 |
||||
| Market value (B) | ( | 4,376,626) | ( | 11,528,815) | ||
| Warrants - net (A+B) Options sold - TAIFEX |
312,196 2,734 |
896,224 7,162 |
||||
| Outstanding Liability for Issuance of ETNs | 971,128 | 1,678,161 | ||||
| Valuation adjustment on outstanding | ||||||
| Liability for Issuance of ETNs | ( | 198,830) |
( | 106,307) | ||
| Subtotal | 772,298 | 1,571,854 |
||||
| Derivative financial liabilities - OTC | 590,988 | 423,932 | ||||
| Total | $ | 9,156,084 | $ | 8,171,735 |
Among the warrants issued by the Company, except for contract-based warrants which are Europeanstyle warrants, all other warrants are American-style warrants. Warrants are stated as liabilities for issuance of warrants at issuance price prior to expiration. Upon repurchase of warrants after issuance, the repurchased amounts are recognized as warrants repurchase and charged as a deduction to liabilities for issuance of warrants. The warrants have six to twelve months exercise period from the date of issuance. The issuer has the option to settle either by cash or stock delivery.
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21) Bonds sold under repurchase agreements
| December 31,2022 Government bonds 919,875 $ Corporate bonds 1,001,131 Bank debentures 100,408 International bonds 225,167 Foreign bonds 4,718,843 Total 6,965,424 $ |
December 31,2021 1,623,147 $ 500,119 300,000 620,779 6,598,995 9,643,040 $ |
|---|---|
The above bonds sold under repurchase agreements as of December 31, 2022 and 2021 were due within one year and were contracted to be repurchased at the agreed-upon price plus interest charge on the specific date after the transaction. The total repurchase amounts were $7,016,989 and $9,648,756, respectively, and the annual interest rates in every currency were shown as follows:
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Currency December 31, 2022 December 31, 2021
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| Currency | December 31, 2022 | December 31,2021 |
|---|---|---|
| NTD | 0.72%~1.22% | 0.17%~0.32% |
| Foreign currencies (Note) | 1.40%~4.80% | -0.70%~3.61% |
| Note: Foreign currencies include AUD, EUR, USD, GBP and RMB. |
22) Accounts payable
| 22) Accounts payable | ||
|---|---|---|
| 23) Other payables 24) Other financial liabilities-current Settlement accounts payable - brokered trading Settlement proceeds Settlement accounts payable - operating Settlement accounts payable - foreign bonds Spot exchange payable, foreign currencies Others Total Salary and bonus payable Employees’ and directors’ remuneration payable Others Total Equity-linked notes (ELN) - Options Principal guaranteed notes (PGN) - fixed income Total |
December 31,2022 7,622,204 $ 1,252,785 935,022 703,424 47,566 169,644 10,730,645 $ December 31,2022 858,972 $ 38,028 546,038 1,443,038 $ December 31,2022 - $ 2,784,086 2,784,086 $ |
December 31,2021 |
| 14,823,110 $ 776,513 1,404,454 121,943 - 295,479 |
||
| 17,421,499 $ |
||
| December 31,2021 | ||
| 1,613,645 $ 189,496 696,707 |
||
| 2,499,848 $ |
||
| December 31,2021 | ||
| 84,000 $ 4,899,139 |
||
| 4,983,139 $ |
The Company deals in equity-linked products and combines fixed income instruments with call or put options. These products are categorized into ELN (Equity-Linked Notes) and PGN (Principal
198
Guaranteed Notes). On trade date, the contracted amounts are collected in full from the counterparties. The payout amount on maturity will depend on the price fluctuation of the instruments linked to these contracts and be calculated as trading price less option strike price on maturity. All the linked products are financial instruments under the supervision of the SFB (Securities and Futures Bureau).
25) Other liabilities-non-current
| Other liabilities-non-current | ||
|---|---|---|
Guarantee deposits received Net defined benefit obligation Total |
December 31,2022 23,315 $ - 23,315 $ |
December 31,2021 |
| 23,419 $ 58,331 81,750 $ |
26) Pension plan
-
A. Defined benefit plans
-
(A)The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. The Company contributes monthly an amount which ranges 7.2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the supervisory committee of workers' retirement reserve fund, and with Cathay United Bank, under the name of the management committee of employees’ retirement fund. Also, the Company would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method, to the employees expected to be qualified for retirement next year, the Company will make contributions to cover the deficit by next March.
-
(B)The amounts recognized in the balance sheet are as follows:
| Net present value of defined benefit liabilities Fair value of plan assets Net defined benefit (assets) liabilities |
December 31, 2022 $ 691,054 (767,047) ($75,993) |
December 31, 2021 |
|---|---|---|
$ 815,551 (757,220) |
||
| $58,331 |
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(C)Movements in net defined benefit liabilities (assets) are as follows:
| Year ended December 31,2022 | Present value of defined benefit obiligations |
Fair value of plan assets |
Net defined benefit liabilities (assets) |
|
|---|---|---|---|---|
| Balance at January 1 Current service cost Interest expense (income) Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) Change in financial assumptions Experience adjustments Pension fund contribution Paid pension Balance at December 31 Year ended December 31,2021 |
815,551 $ 3,336 4,077 822,964 - 2,457) ( 52,891) ( 55,348) ( - 76,562) ( 76,562) ( 691,054 $ Present value of defined benefit obiligations |
757,220) ($ - 3,786) ( 761,006) ( 44,448) ( - - 44,448) ( 38,155) ( 76,562 38,407 767,047) ($ Fair value of plan assets |
58,331 $ 3,336 291 61,958 44,448) ( 2,457) ( 52,891) ( 99,796) ( 38,155) ( - 38,155) ( 75,993) ($ Net defined benefit liabilities (assets) |
|
| Balance at January 1 Current service cost Interest expense (income) Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) Change in demographic assumptions Change in financial assumptions Experience adjustments Pension fund contribution Paid pension Balance at December 31 |
795,455 $ 3,950 2,386 801,791 - 693 13,059) ( 148,130 135,764 - 122,004) ( 122,004) ( 815,551 $ |
812,143) ($ - 2,436) ( 814,579) ( 8,438) ( - - - 8,438) ( 56,207) ( 122,004 65,797 757,220) ($ |
16,688) ($ 3,950 50) ( 12,788) ( 8,438) ( 693 13,059) ( 148,130 127,326 56,207) ( - 56,207) ( 58,331 $ |
(D) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilization plan and “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private
200
placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilization of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator.
The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan asset fair value in accordance with IAS19 paragraph 142. The composition of fair value of plan assets as of December 31, 2022 and 2021 is given in the Annual Labor Retirement Fund Utilization Report published by the government. In addition, for retirement fund deposits with Cathy United Bank, under the name of the management committee of employees’ retirement fund, the fund invests in time deposit accounts under Cathy United Bank.
- (E) The principal actuarial assumptions used were as follows:
| Discount rate Future salary increases |
Year ended December 31, 2022 1.4% 3.5% |
Year ended December 31, 2021 |
|---|---|---|
| 0.5% 2.5% |
Assumptions regarding future mortality rate are set based on the Taiwan Standard Ordinary Experience Mortality Table (2021) for the years ended December 31, 2022 and 2021. Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| December 31,2022 | Discount rate | Discount rate | Discount rate | Future salaryincreases | Future salaryincreases | |
|---|---|---|---|---|---|---|
| Increase 0.25% | Decrease 0.25% | Increase 0.25% | Decrease 0.25% | |||
| 13,027) ($ |
13,399 $ 16,424 $ |
11,397 $ 14,065 $ |
11,157) ($ |
|||
| Effect on present value of defined benefit obligation December 31, 2021 |
||||||
15,953) ($ |
13,757) ($ |
|||||
| Effect on present value of defined benefit obligation |
- (F) Pension fund contribution plans to pay $32,472 for the year ended December 31, 2023.
B. Defined contribution plans:
Effective from July 1, 2005, the Company established a defined contribution plan pursuant to the “Labor Pension Act”, which covers employees with R.O.C. nationality and those who chose or are required to apply the “Labor Pension Act”. The contributions are made monthly based on not less than 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The payment of pension benefits is based on the employees’ individual pension fund accounts and the cumulative profit in such accounts. The employees can choose to receive such pension benefits monthly or in lump sum. The pension costs
201
under defined contribution pension plans of the Company for the years ended December 31, 2022 and 2021 were $71,705 and $74,179, respectively.
27) Equity
A. Common stock
As of December 31, 2022, the Company’s authorized capital was $15,000,000 with a par value of $10 (in dollars) per share. As of December 31, 2022 and 2021, the common stocks issued and the outstanding common stocks were both 1,455,831 thousand shares. Movements in the number of the Company’s ordinary shares outstanding are as follows:
| January 1 Stock dividends December 31 |
Year ended December 31,2022 Year ended December 31, 2021 1,455,831 1,399,838 - 55,993 1,455,831 1,455,831 (Expressed in thousands) |
|
|---|---|---|
The Board of Directors approved on March 23, 2021 and the shareholders' meeting resolved on July 20, 2021 to increase the Company’s capital with an undistributed surplus of $559,935, and issue 55,993 thousand ordinary shares with a par value of $10 (in dollars) per share. The capital increase date is at September 1, 2021, the total issued share capital after the capital increase was $14,558,313, divided into 1,455,831 thousand shares, each with a denomination of $10 per share. B. Capital reserve
| December 31, 2022 December 31, 2021 |
Sharepremium | Treasury share transactions |
Expired stock options |
Difference between consideration and carrying amount of subsidiaries acquired or disposed |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| 24,663 $ 24,663 $ |
65,675 $ 65,675 $ |
483 $ 483 $ |
440 $ 440 $ |
91,261 $ 91,261 $ |
Pursuant to the R.O.C. Company Law, capital reserve arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided it should not exceed 10% of the paid-in capital each year. Capital reserve should not be used to cover accumulated deficit unless the legal reserve is insufficient.
C. Legal reserve
Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the balance of the reserve exceeds 25% of the Company’s paid-in capital.
D. Special reserve
202
In accordance with the “Rules Governing the Administration of Securities Firms”, 20% of the current year's earnings, after paying all taxes and offsetting prior years' operating losses and plus the items other than the after-tax net profit for the period, that are included in the unappropriated earnings of the period, if any, shall be set aside as special reserve until the cumulative balance equals the total amount of paid-in capital. The special reserve shall be used exclusively to cover accumulated deficit or to increase capital and shall not be used for any other purpose. Such capitalization shall not be permitted unless the Company had already accumulated a special reserve of at least 25% of its paid-in capital stock and only quarter of such special reserve may be capitalized.
In accordance with the regulations, the Company shall set aside an equivalent amount of special reserve from accumulated unappropriated retained earnings of the current year based on the decreased amount of equity. If there is any subsequent reversal of the decrease in equity, the earnings may be distributed based on the reversal proportion.
In accordance with Jing-Guan-Zheng-Chuan Letter No. 10500278285 dated August 5, 2016, securities firms should set aside 0.5% to 1% of net income after tax as special reserve, upon the distribution of earnings from 2016 to 2018. From fiscal year 2017, special reserve as mentioned above may be reversed based on an amount equal to employees’ transformation training expenditure, employee transfer and settlement expenditure arising from the development of Fintech. Further, according to Jing-Guan-Zheng-Chuan Letter No. 1080321644 dated July 10, 2019, securities firms are no longer required to set aside special reserve starting from 2019. And the special reserve, within the balance of special reserve set aside in the previous years, could be reversed at the same amount for the aforementioned expenditures.
-
28) Unappropriated earnings and dividends policy
-
A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall be used to pay all taxes and offset prior years’ operating losses first, and then set aside as legal reserve, accounted for as 10% of the remaining amount, and special reserve, accounted for as 20% of the remaining amount. Upon provision or reversal of special reserve in accordance with the law, any remaining amount together with unappropriated earnings at beginning of the period shall be distributed according to the following resolution adopted at the stockholders’ meeting: Distribution shall not be made if the balance of distributable earnings is less than 5% of paid-in capital.
-
B. In addition, the total amount of dividends declared every year shall be at least 70% of distributable earnings, of which stock dividends shall be at least 50% and cash dividends shall be lower than 50%.
-
C. The Company may determine a better proportion of cash and stock dividends distribution based on its actual operating conditions and capital utilization plan for the following year.
203
- D. The earnings distribution for 2021 and 2020 as resolved by the Board of Directors on June 23, 2022 and July 20, 2021. Details are as follows:
| Legal reserve Special reserve Reversal of special reserve (Note) Cash dividends Stock dividends Total |
Amount Dividends per share (in dollars) Amount Dividends per share (in dollars) 390,101 $ 376,735 $ 780,203 721,503 3,413) ( 7,620) ( 2,751,521 1.89 $ 2,099,757 1.50 $ - 559,935 0.40 3,918,412 $ 3,750,310 $ Year ended December 31,2022 Year ended December 31,2021 |
|---|---|
| 390,101 $ 780,203 3,413) ( 2,751,521 - 3,918,412 $ |
-
Note
:Special reserve was provided for employees’ transition for financial technology development according to Jing-Guan-Zheng-Chuan Letter No. 1080321644 and can be reversed for employees’ transition. -
E. The earnings distribution for 2022 as resolved by the Board of Directors on March 8, 2023 is set forth below:
| reversed for employees’ transition. The earnings distribution for 2022 as resolved by orth below: |
the Board of Directors on March 8, 2023 is set | the Board of Directors on March 8, 2023 is set |
|---|---|---|
| Provision of legal reserve Provision of special reserve Cash dividends Total |
Year ended December 31, 2022 | |
| Amount | Dividends per share (in dollars) |
|
| 81,278 $ 162,557 567,774 811,609 $ |
0.39 $ |
29) Brokerage handling fee revenue
| Brokerage handling fee revenue | ||||
|---|---|---|---|---|
| Revenues from brokered trading - TWSE Revenues from brokered trading - OTC Others Total |
Year ended December 31,2022 |
Year ended December 31,2021 |
||
| 1,706,009 $ 559,912 116,145 2,382,066 $ |
3,161,596 $ 880,732 111,288 4,153,616 $ |
204
30) Revenues from underwriting business
Revenues from underwriting securities on a firm commitment basis Others Total
| Year ended | Year ended | ||
|---|---|---|---|
| December 31, 2022 | December 31, 2021 | ||
| $ | 54,137 |
$ | 61,104 |
| 32,328 | 42,931 |
||
| $ | 86,465 |
$ | 104,035 |
31) Net gain (loss) on sale of trading securities
Dealers: -TAIEX -OTC -Overseas trading Subtotal Underwriters: -TAIEX -OTC Subtotal Hedging: -TAIEX -OTC -Overseas trading Subtotal Total
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Year ended Year ended
December 31, 2022 December 31, 2021
($ 1,366,791) $ 4,188,156
( 158,417) 482,933
( 292,703) ( 183,444)
( 1,817,911) 4,487,645
22,207 20,564
36,833 135,272
59,040 155,836
( 1,207,720) 3,998,363
( 282,485) 68,918
( 1,541) 28,210
( 1,491,746) 4,095,491
($ 3,250,617) $ 8,738,972
----- End of picture text -----
32) Interest revenue
Interest income from margin loans Interest income from bonds Others Total
| Year ended December 31,2022 |
Year ended December 31,2021 |
|
|---|---|---|
| 737,137 $ 149,628 53,704 940,469 $ |
853,325 $ 274,506 31,379 1,159,210 $ |
33) Net valuation gain (loss) on trading securities at fair value through profit or loss
| Gain (loss) on sale of securities - dealer Gain (loss) on sale of securities - underwriting Gain (loss) on sale of securities - hedging Total |
Year ended December 31,2022 |
Year ended December 31,2021 |
|---|---|---|
| 261,290) ($ 62,951) ( 592,199) ( 916,440) ($ |
1,121,672) ($ 71,558 187,434 862,680) ($ |
205
34) Net gain (loss) on covering of borrowed securities and bonds with resale agreements - short sales
| Year ended | Year ended | |||
|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | |||
| Gain (loss) from the bond investments under resale | ||||
| agreements | $ | 103 | ($ | 1,270) |
| Gain (loss) from securities borrowing transactions | 319,042 | ( | 217,126) | |
| Gain (loss) from covering | 163,126 | 36,503 | ||
| Total | $ | 482,271 |
($ | 181,893) |
35) Net valuation gain (loss) on borrowed securities and bonds with resale agreements-short sales at fair value through profit or loss
| value through profit or loss | ||||
|---|---|---|---|---|
| 36) 37) |
Net gain (loss) from issuance of call (put) warrants Net gain (loss) from derivatives Valuation gain (loss) from securities borrowing transactions Valuation gain (loss) from covering Total Net gain (loss) on changes in fair value of call (put) warrant liabilities and redemption Net gain (loss) on exercise of call (put) warrants before maturity Expenses arising out of issuance of call (put) warrants Total Futures contract gain (loss) Option trading gain (loss) OTC option trading gain (loss) Net gain (loss) on foreign exchange derivatives Others Total |
Year ended December 31, 2022 |
Year ended December 31, 2021 |
|
| 1,324,819 $ 56,198 1,381,017 $ Year ended December 31, 2022 |
325,247) ($ 12,088 313,159) ($ Year ended December 31,2021 |
|||
| 1,807,278 $ 131,769) ( 201,525) ( 1,473,984 $ Year ended December 31,2022 |
1,193,204) ($ 1,443,684) ( 260,068) ( 2,896,956) ($ Year ended December 31,2021 |
|||
| 80,486) ($ 154,592 16,713 25,695 6,894 123,408 $ |
389,911 $ 161,788) ( 924,981) ( 83,242 41,690) ( 655,306) ($ |
206
38) Expected credit impairment loss and reversal of impairment gain
| 39) 40) 41) 42) |
Other operating income Handling charges Financial costs Employee benefits expense Impairment (loss) and reversal of impairment gain Recovery of bad debt Total Income from securities lending Net currency exchange gain (loss) Handling fee revenues from funds Others Total Brokerage handling fee expense Dealer handling fee expense Refinancing processing fee expense Total Interest expense from repurchase agreements Loans interest expense Other interest expense Total Salaries Labor and health insurance Pension Other employee benefits Total |
Year ended December 31,2022 |
Year ended December 31,2021 |
||
|---|---|---|---|---|---|
| 20,627 $ 1,346 21,973 $ Year ended December 31,2022 |
7,846 $ 3,312 11,158 $ Year ended December 31,2021 |
||||
| 370,505 $ 106,384 67,176 1,795 545,860 $ Year ended December 31,2022 |
374,310 $ 179,749 59,519 1,461 615,039 $ Year ended December 31,2021 |
||||
| 226,837 $ 134,823 2,682 364,342 $ Year ended December 31,2022 |
396,730 $ 158,914 4,649 560,293 $ Year ended December 31,2021 49,404 $ 29,932 8,755 88,091 $ Year ended December 31,2021 |
||||
| 62,250 $ 68,421 32,847 163,518 $ Year ended December 31,2022 |
|||||
| 1,802,901 $ 146,112 75,332 117,595 2,141,940 $ |
3,227,107 $ 153,773 78,079 156,127 3,615,086 $ |
A. In accordance to the Company’s Article of Incorporation, the remainder of the year-end income before taxes less income before appropriating employees’ compensation and directors’
207
remuneration, if any, shall appropriate an employees’ compensation no less than 1.6% and directors’ remuneration no more than 2%. However, when the Company has an accumulated deficit, earnings to cover the deficit shall first be retained before appropriating employees’ compensation and directors’ remuneration.
-
B. For the years ended December 31, 2022 and 2021, employees’ compensation was accrued at $19,014 and $94,748, respectively; directors’ remuneration was accrued at $19,014 and $94,748, respectively. The aforementioned amounts were recognized in salary expenses.
-
C. For the years ended December 31, 2022, employees’ compensation was estimated at 2% and directors’ remuneration at 2%, based on the period-end income before taxes less income before appropriating employees’ compensation and directors’ remuneration.
-
D. The actual distributed amount of employees’ and directors’ remuneration for 2021 as resolved by the Board of Directors was in agreement with the estimates in the 2021 financial statements.
-
E. Information on the appropriation of the Company’s earnings as resolved by the Board of Directors would be posted in the “Market Observation Post System” on the Taiwan Stock Exchange Official website.
43) Depreciation and amortization
| 43) | website. Depreciation and amortization |
||||
|---|---|---|---|---|---|
| 44) 45) |
Other operating expenses Other gains and losses Depreciation Amortization Total Taxes Security lending expenses Computer information expenses TDCC service fee Professional service fee Postage Others Total Financial income Net gain (loss) on disposal of investments Net gain (loss) on valuation of non-operating financial instruments Other non-operating revenues Total |
Year ended December 31,2022 |
Year ended December 31,2021 |
||
| 179,026 $ 45,082 224,108 $ Year ended December 31, 2022 |
150,889 $ 24,676 175,565 $ Year ended December 31, 2021 |
||||
| 704,090 $ 243,737 129,866 81,298 84,239 80,012 313,646 1,636,888 $ Year ended December 31,2022 |
985,535 $ 179,411 123,302 134,050 82,552 77,779 269,362 1,851,991 $ Year ended December 31,2021 |
||||
| 36,242 $ 8,167) ( 1,575 138,483 168,133 $ |
9,860 $ 8,252 4,901) ( 143,114 156,325 $ |
208
46) Income tax
A. Income tax expense
(a)Components of income tax expense:
| Income tax A. Income tax expense (a)Components of income tax expense: |
||||||||
|---|---|---|---|---|---|---|---|---|
| Year ended | Year ended | |||||||
| December 31,2022 | December 31,2021 | |||||||
| Current tax: | ||||||||
| Current tax on profits for the periods | $ | 136,292 |
$ | 607,155 |
||||
| Prior year income tax underestimation | ||||||||
| (overestimation) | 3,762 | 50,868 |
||||||
| Tax on undistributed surplus earnings | - | 852 | ||||||
| Total current tax | 140,054 | 658,875 | ||||||
| Deferred taxes: | ||||||||
| Origination and reversal of temporary | ||||||||
| differences | 43,260 | ( | 33,531) | |||||
| Total deferred taxes | 43,260 | ( | 33,531) | |||||
| Income tax expense | $ | 183,314 | $ | 625,344 |
||||
| (b) The income tax expense relating to components | of other comprehensive income is as follows: | |||||||
| Year ended | Year ended | |||||||
| December 31, 2022 | December 31, 2021 | |||||||
| Remeasurement of defined benefit obligations | $ | 19,959 | ($ | 25,465) | ||||
| B. Reconciliation between income tax expense and accounting profit | ||||||||
| Year ended | Year ended | |||||||
| December 31,2022 | December 31, 2021 | |||||||
| Tax calculated based on profit before tax and | ||||||||
| statutory tax rate | $ | 182,538 |
$ | 926,557 |
||||
| Expenses disallowed by tax regulaiton | ( | 132,746) |
( | 62,113) |
||||
| Prior year income tax overestimation | 3,762 | 50,868 | ||||||
| Tax exempt income by tax regulation | 129,760 | ( | 715,701) |
|||||
| Effect from Alternative Minimum Tax | - | 424,881 | ||||||
| Tax on undistributed surplus | - | 852 | ||||||
| Income tax expense | $ | 183,314 | $ | 625,344 |
209
- C. Amounts of deferred tax assets or liabilities as a result of temporary differences, tax losses and investment tax credits are as follows:
Year ended December 31, 2022
| Deffered tax assets: -Temporary differences: Valuation loss from financial instruments Unrealised exchange loss Pension Other Subtotal Deffered tax liabilities: -Temporary differences: Unrealised exchange gain Other Subtotal Total Deffered tax assets: -Temporary differences: Valuation loss from financial instruments Unrealised exchange loss Pension Other Subtotal Deffered tax liabilities: -Temporary differences: Valuation gain from financial instruments Total |
January1 | Recognized in profit or loss |
Recognized in profit or loss |
Recognized in other comprehensive income |
Recognized in other comprehensive income |
December 31 | ||
|---|---|---|---|---|---|---|---|---|
| 8,375 $ 30,925 112,754 3,513 155,567 $ - - - $ 155,567 $ |
1,034) ($ 30,925) ( - 16 31,943) ($ |
- $ - 19,959) ( - 19,959) ($ |
7,341 $ - 92,795 3,529 103,665 $ 9,747) ( 1,570) ( 11,317) ($ 92,348 $ |
|||||
| January1 | Recognized in profit or loss |
Recognized in other comprehensive income |
December 31 | |||||
| - $ 8,754 87,289 3,341 99,384 $ 2,813) ($ 96,571 $ |
8,375 $ 22,171 - 172 30,718 $ 2,813 $ 33,531 $ |
- $ - 25,465 - 25,465 $ - $ 25,465 $ |
8,375 $ 30,925 112,754 3,513 155,567 $ - $ 155,567 $ |
-
D. As of December 31, 2022, the Company’s income tax returns through 2018 have been assessed and approved by the National Tax Authority.
-
E. With respect to the income tax returns of the Company for 2018, the Tax Authority assessed to
210
increase income tax payable by $4,581. The Company disagreed with the assessments and had filed for administrative remedy and had recognized the income tax expense based on the assessment.
47) Earnings per share
| assessment. ) Earnings per share |
||||||
|---|---|---|---|---|---|---|
| Basic earnings per share Net income attributable to common shareholders Dilutive effect of common stock equivalents |
Amount after tax Weighted-average outstanding common shares(In thousands) Earnings per share (In dollars) Year ended December 31,2022 |
|||||
| Amount after tax |
Weighted-average outstanding common shares(In thousands) |
|||||
| 729,368 $ 1,455,831 0.50 $ - 1,215 729,368 $ 1,457,046 0.50 $ Amount after tax Weighted-average outstanding common shares(In thousands) Earnings per share (In dollars) Year ended December 31,2021 |
||||||
Employee bonus Basic earnings per share Net income attributable to common shareholders Dilutive effect of common stock equivalents |
||||||
| Amount after tax |
Weighted-average outstanding common shares(In thousands) |
|||||
| 4,007,435 $ - 4,007,435 $ |
1,455,831 4,006 1,459,837 |
2.75 $ 2.75 $ |
||||
Employee bonus |
(Blank below)
211
7. RELATED PARTY TRANSACTIONS
1) Names and relationships of related parties
Names of related parties
Uni-President Enterprises Corp.
President Capital Management Corp. President Futures Corp. Company President Securities (HK) Ltd. Associates President Insurance Agency Corp. Company PSC Venture Capital Investment Limited Company President Securities (Nominee) Ltd. President Wealth Management (HK) Ltd. Uni-President Asset Management Corp. President Tokyo Co., Ltd. President Tokyo Auto Leasing Co., Ltd. ScinoPharm Taiwan, Ltd. Ton Yi Industrial Corp. President Chain Store Corp. (PCSC) President Professional Baseball Team Co., Ltd. Presco Netmarking, Inc. Tainan Spinning Retail and Distribution Co., Ltd. Qware Systems & Services Corporation Kai Yu (BVI) Investment Co., Ltd Cayman President Holdings Limited Funds managed by Uni-President Asset Management Corp.
Relationship with the Company
Entity having significant influence on the Company Subsidiary of the Company PSC Subsidiary of the Company PSC Subsidiary of the Company PSC Subsidiary of the Company PSC Subsidiary of the Company PSC Subsidiary of the Company PSC Subsidiary of the Company PSC Associate Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Security investment trust fund raised by the Uni-President Asset Management Corp.
2) Significant related party transactions and balances
A. Stock trading(shown as Financial assets at fair value through profit or loss)
| ignificant related party transactions and balances . Stock trading(shown as Financial assets at fair value through profit or loss) |
ignificant related party transactions and balances . Stock trading(shown as Financial assets at fair value through profit or loss) |
ignificant related party transactions and balances . Stock trading(shown as Financial assets at fair value through profit or loss) |
ignificant related party transactions and balances . Stock trading(shown as Financial assets at fair value through profit or loss) |
ignificant related party transactions and balances . Stock trading(shown as Financial assets at fair value through profit or loss) |
|---|---|---|---|---|
| . Futures guarantee deposits receivable Year ended December 31,2022 Year ended December 31,2021 Transaction content Purchase Price Purchase Price Subsidiary of the Company PSC: Company PSC Venture Capital Investment Limited Company Chyunn Environment Corporation 10,500 $ - $ December 31,2022 December 31,2021 Subsidiary of the Company PSC: President Futures Corp. 4,954,584 $ 4,353,971 $ |
||||
| 4,954,584 $ |
4,353,971 $ |
B. Futures guarantee deposits receivable
212
C. Accounts receivable
| C. Accounts receivable | ||
|---|---|---|
| D. Other receivables Entity having significant influence on the company: Uni-President Enterprises Corp. Subsidiary of the Company PSC: President Futures Corp. Company President Securities (HK) Ltd. Other related party: ScinoPharm Taiwan, Ltd. President Chain Store Corp. (PCSC) Others Total Subsidiary of the Company PSC: President Futures Corp. Others Other related party: Others Total |
December 31,2022 350 $ 3,522 - 336 406 103 4,717 $ December 31,2022 $ 300 21 14 335 $ |
December 31,2021 312 $ 3,090 555 526 207 102 4,792 $ December 31, 2021 |
| $ 175 32 9 216 $ |
- E. Lease transactions lessee
-
(A) The Group leases business vehicles and multifunction printers, etc., from President Tokyo Co., Ltd. Rental contracts are typically made for periods of 1 to 5 years. Rents are paid monthly.
-
(B) Right-of-use assets:
-
a. Acquisition of right-of-use assets:
| ht-of-use assets: cquisition of right-of-use assets: |
||
|---|---|---|
| isposals of right-of-use assets: Other related party: President Tokyo Co., Ltd. President Tokyo Auto Leasing Co., Ltd. Total Other related party: President Tokyo Co., Ltd. |
Year ended December 31,2022 3,550 $ - 3,550 $ Year ended December 31,2022 1,018 $ |
Year ended December 31,2021 |
| 3,432 $ 3,732 7,164 $ Year ended December 31,2021 |
||
| 2,185 $ |
- b. Disposals of right-of-use assets:
213
(C) Lease liabilities
– a. Lease liabilities current
December 31, 2022 December 31, 2021 Other related party: President Tokyo Co., Ltd. $ 6,536 $ 6,472 President Tokyo Auto Leasing Co., Ltd. 742 737 Total $ 7,278 $ 7,209 – b. Lease liabilities non-current December 31, 2022 December 31, 2021 Other related party: President Tokyo Co., Ltd. $ 9,952 $ 13,362 President Tokyo Auto Leasing Co., Ltd. 2,192 2,934 Total $ 12,144 $ 16,296
-
b. Lease liabilities non-current
-
c. Financial costs
| Financial costs | |||
|---|---|---|---|
| Other related party: President Tokyo Co., Ltd. President Tokyo Auto Leasing Co., Ltd. Total |
Year ended December 31,2022 |
Year ended December 31,2021 |
|
| 145 $ 21 166 $ |
180 $ 2 182 $ |
d. Net gain on lease modification
Other related party: President Tokyo Co., Ltd.
F. Refundable deposits
Subsidiary of the Company PSC: President Futures Corp.
G. Accounts payable
Subsidiary of the Company PSC: President Futures Corp.
| Year ended December 31,2022 |
Year ended December 31,2021 |
|
|---|---|---|
| 1 $ December 31,2022 |
7 $ December 31,2021 |
|
| 34,000 $ December 31,2022 |
34,000 $ December 31,2021 |
|
| 2,127 $ |
697 $ |
214
H. Guarantee deposit received
| H. Guarantee deposit received | ||
|---|---|---|
| I. Bonds sold under repurchase agreements J. Handling fee revenue Terms of handling fee revenue mentioned above are parties. K. Futures commission income Subsidiary of the Company PSC: President Futures Corp. Others Associate: Uni-President Assets Management Corp. Other related party: President Tokyo Co., Ltd. Total Other related party: Cayman President Holdings Ltd. Entity having significant influence on the company: Uni-President Enterprises Corp. Subsidiary of the Company PSC: Others Security investment trust fund raised by the Uni-President Asset Management Corp.: Funds managed by Uni-President Asset Management Corp. Other related party: Others Total |
similar to those of transactions with third December 31,2022 December 31,2021 $ 16,137 $ 16,137 807 811 1,044 1,044 1,418 1,418 19,406 $ 19,410 $ December 31, 2022 December 31, 2021 $ - $69,200 Year ended December 31,2022 Year ended December 31, 2021 $ 4 $ 6 28 74 70,846 69,708 1,042 1,217 71,920 $ 71,005 $ |
|
| parties. Futures commission income |
||||
|---|---|---|---|---|
| Subsidiary of the Company PSC: President Futures Corp. |
Year ended December31,2022 |
Year ended December31,2021 |
||
| 43,532 $ |
42,884 $ |
215
| L. Net gain (loss) on wealth management-trust income from sales of funds | L. Net gain (loss) on wealth management-trust income from sales of funds | ||
|---|---|---|---|
| Year ended | Year ended | ||
| December 31, 2022 | December 31, 2021 | ||
| Associates: | |||
| Uni-President Assets Management Corp. | 11,157 $ |
$ | 6,730 |
The revenues were collected on a monthly basis in accordance with contract terms.
M.Other operating income - handling fee revenues from underwriting fund
| Associates: Uni-President Assets Management Corp. |
Year ended December 31, 2022 Year ended December 31, 2021 64,420 $ 53,784 $ |
|---|---|
The revenues were collected on a monthly basis in accordance with contract terms.
N. Rent income
| Rent income | ||||||
|---|---|---|---|---|---|---|
| Subsidiary of the Company PSC President Capital Management Corp Others Associates: Uni-President Assets Management Corp. Other related party: President Tokyo Co., Ltd. Total |
Period 2019.04.01~2024.03.31 2016.01.01~2024.03.31 2019.04.01~2024.03.31 |
Deposit 627 $ 317 1,044 1,418 |
Year ended December 31, 2022 |
Year ended December 31, 2021 |
||
| $ 3,723 2,732 6,492 8,942 21,889 $ |
$ 3,644 2,755 6,490 9,061 21,950 $ |
Rental income mentioned above is derived from leasing part of the Company’s office space and business premises to various related parties and calculated as agreed by both parties. Lease payments are collected on schedule in accordance with the terms of the lease contracts.
O. Revenues from underwriting business - other revenues from underwriting business
| Entity having significant influence on the company: Uni-President Enterprises Corp. |
Year ended December 31,2022 |
Year ended December 31,2021 |
||
|---|---|---|---|---|
| $450 | $600 |
216
P. Stock custodian income
| Entity having significant influence on the company: Uni-President Enterprises Corp. Subsidiary of the Company PSC Other Associate: Uni-President Assets Management Corp. Other related party: ScinoPharm Taiwan, Ltd. Ton Yi Industrial Corp. President Chain Store Corp. (PCSC) Others Total |
Year ended December 31,2022 Year ended December 31,2021 4,231 $ 3,908 $ 68 68 135 134 2,298 2,547 1,248 1,271 2,583 2,478 669 667 11,232 $ 11,073 $ |
|---|---|
Terms of stock custodian income mentioned above are similar to third parties. Q. Net gain (loss) from derivatives
| Net gain (loss) from derivatives | ||
|---|---|---|
| Other related party: Cayman President Holdings Limited Kai Yu (BVI) Investment Co., Ltd Total |
Year ended December 31,2022 |
Year ended December 31,2021 |
| - $ - - $ |
1,360) ($ 1,290) ( 2,650) ($ |
R. Other operating expenses- equipment rental and copy expense
| a. Equipment rental b. Copy expense Other related party: President Tokyo Co., Ltd. Other related party: President Tokyo Co., Ltd. |
Year ended December 31, 2022 |
Year ended December 31,2021 |
|
|---|---|---|---|
| 20 $ Year ended December 31,2022 |
18 $ |
||
| Year ended December 31,2021 |
|||
| 270 $ |
592 $ |
217
c. Advertising expense
| c. Advertising expense | ||
|---|---|---|
| d. Service expense e. Books and magazines S. Clearing charges-futures T. Financial expense Subsidiary of the Company PSC: President Capital Management Corp. Other related party: Presco Netmarking, Inc. President Professional Baseball Team Co., Ltd. Tainan Spinning Retail And Distribution Co., Ltd. Qware Systems & Services Corporation Others Total Subsidiary of the Company PSC: President Capital Management Corp. Subsidiary of the Company PSC: President Capital Management Corp. Subsidiary of the Company PSC: President Futures Corp. Other related party: Cayman President Holdings Limited Kai Yu (BVI) Investment Co., Ltd Total |
Year ended December 31,2022 $ 13 11,584 2,310 2,000 1,663 12 17,569 $ Year ended December 31,2022 50,400 $ Year ended December 31, 2022 163 $ Year ended December 31, 2022 21,420 $ Year ended December 31,2022 58 $ - 58 $ |
Year ended December 31,2021 $ - 15,395 2,310 2,000 - 473 20,178 $ Year ended December 31,2021 50,400 $ Year ended December 31, 2021 |
| 435 $ Year ended December 31,2021 14,089 $ Year ended December 31,2021 |
||
| 1,601 $ 2,080 3,681 $ |
218
U. Purchases of trading securities – dealer
| U. | Purchases of trading securities–dealer | Purchases of trading securities–dealer | Purchases of trading securities–dealer | Purchases of trading securities–dealer | Purchases of trading securities–dealer |
|---|---|---|---|---|---|
| V. | Compensation of key management personnel The compensation of key management such as directors, general managers, vice general managers were as follows: Ending Shares (In thousands) EndingBalance Gain(loss) Entity having significant influence on the company: Uni-President Enterprises Corp. 72 4,795 $ 588) ($ Security investment trust fund raised by the Uni-President Asset Management Corp.: Funds managed by Uni-President Asset Management Corp. 490,857 25,384) ( Other related parties: President Chain Store Corp. - - 275) ( Other 21 358 726 Total 496,010 $ 25,521) ($ Ending Shares (In thousands) EndingBalance Gain(loss) Entity having significant influence on the company: Uni-President Enterprises Corp. 100 6,860 $ 67) ($ Security investment trust fund raised by the Uni-President Asset Management Corp.: Funds managed by Uni-President Asset Management Corp. - 39,013 3,084 Other related parties: President Chain Store Corp. - - 367) ( Other 54 816 179) ( Total 46,689 $ 2,471 $ December 31,2022 December 31,2021 Year ended December 31,2022 Year ended December 31,2021 Salary and short-term employee benefits 131,591 $ 334,690 $ Retirement benefits 972 930 Other long-term employee benefits - - Termination benefits - - Share-based payment - - Total 132,563 $ 335,620 $ |
||||
| 131,591 $ 972 - - - 132,563 $ |
334,690 $ 930 - - - 335,620 $ |
219
8. PLEDGED ASSETS
The Company’s assets pledged or restricted for use were as follows:
| Assets Trading securities (par value) - Corporate bonds - Government bonds - Overseas bonds - International bonds - Bank debentures Financial assets at fair value through other comprehensive income - current - Overseas bonds (par value) Other current assets: - Pledged demand deposits - Pledged time deposits - Government bonds (par value) Property and equipment - Land and buildings (book value) Pledged time deposits (stated as other non-current asset) - Operating guarantee deposits Financial assets at fair value through profit or loss - current: Financial assets at fair value through profit or loss - non-current: |
December31,2022 December31,2021 1,000,000 $ 500,000 $ 848,100 1,507,300 2,661,333 7,124,566 237,302 623,210 100,000 300,000 2,400,355 - 250,167 5,244,571 400,000 400,000 50,000 50,000 1,091,048 1,096,408 505,000 505,000 |
Purposes |
|---|---|---|
| Securities for bonds sold under repurchase agreements Securities for bonds sold under repurchase agreements Securities for bonds sold under repurchase agreements Securities for bonds sold under repurchase agreements Securities for bonds sold under repurchase agreements Securities for bonds sold under repurchase agreements Collections on behalf of third parties and reimbursement for wages and stocks Securities for short-term loans and guarantees for issuance of commercial papers Trust fund deposit-out Securities for short-term loans and guarantees for issuance of commercial papers Security deposits |
9. SIGNIFICANT COMMITMENTS
None.
10. SIGNIFICANT LOSS FROM NATURAL DISASTER
None.
11. SIGNIFICANT SUBSEQUENT EVENT
None.
12. OTHER
1) Management objective and policy of financial risks
A. Risk management objective
The Company continually strengthens risk culture to every employee and makes sure that the Company can actively develop various businesses under a healthy and effective risk management system. At the same time, by creating value of an entity and continually increasing profit, profit maximization may be achieved within appropriate risk tolerance.
220
-
B. Risk management system
-
In order to ensure the completeness of risk management system, run the balancing mechanism of risk management, and improve the division efficiency of risk management, the Company sets up “Risk Management Policy”. Such policy aims to establish internal system compliance and the guiding tools for policies communication within the Company and enable every layer of the Company engaged in different tasks to identify, evaluate, monitor, and control various risks with establishment of consistent compliance rules for risks of each business so that the risks can be controlled within the limits set in advance.
-
The Company’s risk management system covers risks incurred from businesses in and off the balance sheet, such as market risk, credit risk, liquidity risk, operating risk, legal risk, model risk, reputation risk and climate risk, which are all included in the risk management.
-
C. Risk management organization
-
Risk management organization: Board of Directors, Risk Management Committee, Risk Control Office, Business units and other related segments (such as Office of Auditing, Office of General Manager, Compliance segment, Legal segment, Finance segment, Settlement segment and General Affair segment) are in charge of planning, supervising and execution.
-
(A) The Board of Directors should ensure the effectiveness of risk management and be responsible for the ultimate result and the following duties:
-
a. To establish proper risk management system, operating process, and risk management culture in the Company with allocation of necessary resource for better execution and operation.
-
b. Policy of risk management review.
-
c. Review and approval of business application, transaction authorization and risk limit.
-
-
(B) The Risk Management Committee reports to the Board of Directors and is responsible for the following:
-
a. Review risk management policy.
-
b. Review the highest risk tolerance.
-
c.Submit regular reports to the Board of Directors in relation to the risk management status of the whole Company.
-
-
(C) The General Manager supervises daily risk management of the entire Company and is responsible for the following:
-
a. Supervise and monitor daily risk management of the entire Company.
-
b. Approval of management exceptions.
-
-
(D) Assets and Liabilities Committee reports to the General Manager and is responsible for the following:
-
a. Set up the ultimate guidelines for assets and liabilities management of the entire Company.
-
b. Analyze and control the entire Company’s assets and liabilities portfolio.
-
c. Approval of various businesses’ quotas.
-
d. Gather and analyze information on domestic and offshore interest rate, exchange rate, prosperity fluctuation, political and economic environmental changes, and predict the financial trend in the future.
-
-
(E) Risk Control Office implements risk management policy and related regulations and reports to the Risk Management Committee. Risk Control Office also reports daily risk management to the General Manager and is responsible for the following:
-
a. Establish Risk Management Policy of the entire Company.
-
b. Develop effective method for measurement and risk management in an entity.
-
c. Review risk management system of business units.
-
d. Generate risk report through information gathering and consolidation.
-
e. Analyze various business risks and report to the General Manager.
-
221
- f. Report the risk management situation to the Risk Management Committee according to a meeting’s nature and needs.
- g. Carry out duties as designated by the Risk Management Committee and control risks of business units.
-
(F) Auditing Office is responsible for the following:
-
a. Execute operating risk control.
-
b. Include the risk management system into internal audit program and carry out the daily audit schedule.
-
c. Assess the effectiveness of internal control and verify the executed result.
-
-
(G) Compliance segment and legal segment under the Office of General Manager are responsible for the following:
-
a. Compliance segment should make sure that the business operation and risk management system are in compliance with relevant regulations.
-
b. Legal segment is responsible for legal risk control.
-
c. Compliance segment also provides services of Anti-Money Laundering and Counter Terrorism Financing, including designs specification and internal control, establishes transaction monitoring, oversees the effective implementation of business units, conducts the employee training and reports any suspicion of money laundering.
-
-
(H) Finance segment is responsible for the following:
-
a. Verify the correctness of position information and reasonability of profit and loss calculation.
-
b. Control and analyze self-owned capital adequacy ratio.
-
c. Analyze the appropriateness of structures of the assets and liabilities.
-
-
(I) Business units are responsible for the following:
-
a. Set up risk management details of various businesses according to the risk management policy and other related regulations.
-
b. Provide sufficient position information and risk control information to the Risk Control Office.
-
-
(J) Settlement division is responsible for the following:
-
a. Clearing and settlement; risk control and management of margin purchase and short sale of securities.
-
b. Risk control and management of trading middle office and enforcement of rules governing risk management of business segments.
-
-
(K) General Affair segment is responsible for the following:
-
a. Verify and manage greenhouse gas.
-
b. Sustainable resources management, responsible procurement and supplier management.
-
-
D. Risk management policy
In order to ensure the completeness of risk management system, run the balancing mechanism of risk management, and improve the division efficiency of risk management, the Company sets up “Risk Management Policy”. Such policy aims to establish internal system compliance and the guiding tools for policies communication within the Company and enable every layer of the Company engaged in different tasks to identify, evaluate, monitor, and control various risks with establishment of consistent compliance rules for risks of each business so that the risks can be controlled within the limits set in advance.
Risk management processes include risk identification, risk evaluation, risk supervision and various risk control. Each kind of risk evaluations and responding strategies are described as follows:
- (A) Market risk management
The Company has implemented risk management information system (Risk Manager) in
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relation to market risk control. All trading positions of the Company have been included in the daily risk control system for the calculation of Value at Risk (VaR). Limit exceeding indicators are mainly the nominal principal, stop-loss, sensitivity (Greeks) and VaR. The risk management report is presented on a daily basis for implementation of regular control and limit exceeding handling procedures.
- (B) Credit risk management
In relation to risk control, the quantitative model of default rate adopts KMV model to calculate the default rate of issuers with credit exposure of the issuing company and the trading counterparties, and credit risk of securities disclosed in the report. The credit exposure is mitigated through regular review of credit status.
- (C) Fund liquidity risk
Unit in charge of fund procurement regularly predicts future fund demand and supply, and consolidates company guarantee or endorsement and capital lending businesses to monitor the condition of fund procurement on a daily basis.
-
(D)Settlement segment is responsible for confirming the settlement and clearing, accounts opening and the actual disbursement. Finance segment prepares vouchers based on the actual transaction evidence and compares whether the accounts and cash accounts are matched, and confirms the operating risks of accuracy of the transaction from an accounting perspective. Auditing segment is responsible for internal audit and internal control, and regularly samples and checks the performance of each unit.
-
(E) Legal segment is responsible for reviewing of the Company’s various derivative financial instrument contracts, ISDA and individual account contracts, etc. and handle all legalrelated issues.
-
(F) Climate risks
The potential climate risk on investment position is estimated based on the two main risk indicators of climate risk, the physical risk and the transition risk. The Company complies with the policy guidelines set by the competent authorities and initiatives or guidelines internationally and generally recognised to enhance the quality and transparency of information disclosure.
-
E. Hedging and risk-offsetting strategy
-
(A) Policies of hedging and risk mitigating are parts of the Company’s risk management policies, and the hedging position and hedged trading position are supposed to be one portfolio, of which the gain and loss and risk information are measured on a consolidated basis.
-
(B) The overall position (hedging position and trading position) is included in the daily risk management system to calculate Value at Risk and other relevant information. Limit exceeding indicators mainly include nominal principal, stop-loss point, price sensitivity and VaR. With the presentation of daily risk management report, routine control and limit exceeding treatment can be executed.
-
(C) The continued effectiveness of hedging and risk-offsetting strategy is measured by the gain and loss of overall position (hedging position and trading position), in order to track reasonableness of the profit or loss of hedging position and the offsetting relationship with the profit or loss of trading position, and to control them within a reasonable range.
-
-
2) Credit risk
-
A. Source and definition of credit risk
The credit risk exposure of the Company as a result of engagement in financial transactions include issuer’s credit risk, credit risk of counterparty and credit risk of underlying assets:
223
-
(A) Credit risk of the issuer refers to the issuers of financial debt instruments held by the Company failing to repay its obligation due to the fact that the issuer breaches the contract resulting in the risk of financial loss to the Company.
-
(B) Credit risk of counterparty refers to risk of financial loss to the Company arising from default by the counterparty of financial instruments on the settlement or payment obligation.
-
(C) Credit risk of the underlying assets happens when the credit rating of the underlying assets linked to the financial instrument is downgraded by the rating agency or when the losses occur as a result of contract default.
The financial assets held by the Company which could result in credit risk include bank deposit, debt securities, derivatives transactions in OTC, bonds purchased/sold under resale/repurchase agreements, refundable deposit of securities lending, futures trade margins, other refundable deposits and receivables.
- B. Maximum credit risk exposure and credit risk concentration
The maximum exposure to credit risk of financial assets in the parent company only balance sheet, without consideration of the collateral or other credit enhancements, is equivalent to the carrying amount. In Taiwan, the sources of credit risk of the Company are primarily resulting from cash deposited with banks or other financial institutions, debt securities issued or guaranteed by a bank, derivative instruments transaction underwritten by the Company, and all counterparties of customer margin deposits accounts being financial institutions. Credit risks of various financial assets are as follows:
- (A) Cash and cash equivalents
Cash and cash equivalents include time deposit, demand deposits and checking deposits. Correspondent institutions are mainly domestic financial institutions.
-
(B) Financial assets at fair value through profit and loss -current a. Fund
- The funds held by the Company are bond funds. As the positions held are not significant, credit risk is deemed low.
-
b. Commercial papers
The commercial papers held by the Company are repurchase agreements. As all the counterparties are financial institutions with good credit, the credit risk from counterparties is extremely low.
- c. Debt securities
Debt securities are mainly positions like government bonds, corporate bonds, convertible corporate bonds and foreign bonds and the issuers are primarily R.O.C. government, domestic and foreign legal entities. 16% of convertible corporate bond is guaranteed by banks. Details are as follows:
- (a)Government bonds
The bonds held by the Company are mostly government bonds (inclusive of central and local government). As a whole, the credit risk of the bonds held by the Company is low.
(b) Corporate bonds
The corporate bonds held by the Company are mainly underlying investment with good credit rating and those with rating above (S&P BB).
(c)Convertible corporate bond
The convertible corporate bonds held by the Company are mostly issued by the domestic legal entities. The Company mitigates highly risky credit exposure of the issuers by control through Taiwan Corporate Credit Risk Index (TCRI).
(d)Foreign bonds
The foreign bonds held by the Company are mainly underlying investment with good
224
credit rating and those with rating above (S&P BB).
-
(C) Financial assets at fair value through other comprehensive income – current
-
The foreign government bonds held by the Company are classified as debt instruments at fair value through other comprehensive income. In general, the bonds held by the Company are with lower credit risk.
-
(D) Derivatives- futures trade margin
When engaging in futures trades in stock exchange market, the Company needs to deposit margin into a margin deposit account of a financial institution designated by the futures merchants as a guarantee to fulfil contractual obligation in the future. As a result, the credit risk is low.
- (E) Derivatives-OTC
The Company signs International Swaps and Derivatives Association (ISDA) agreements with each counterparty when engaging in OTC derivatives as an agreement regarding such transactions for both parties. In the agreement, it provides a fundamental contractual model for OTC derivative transactions. If any party breaches the contract or terminates the transactions early, then all the open interest covered in the agreement should be settled by net amount as bound in the contract. When the ISDA agreement is signed, the Credit Support Annex (CSA) is also signed. According to the CSA, collateral will be transferred from a party to the other during transaction process to mitigate the risk of counterparty in open interest. Please refer to Note 6(9).
Types of OTC derivative transactions in which the Company is engaged include swap transaction. The counterparties are all from financial service industry and mainly located in Taiwan and United Kingdom.
-
(F) Bonds investment under a resale agreement Bonds sold under a resale agreement are the bonds that the client sold to the Company at a price, interest rate, length of period as agreed by two parties and the client shall repurchase the bonds at the specified price upon maturity. The Company needs to assume credit risk from counterparties when underwriting such business, as the payment being delivered to the other party. With consideration of good collateral obtained, the net of credit risk exposure from counterparties can be effectively reduced. As all the counterparties are financial institutions with good credit rating, the credit risks from counterparties are extremely low. Please refer to Note 6(9).
-
(G) Margin loans receivable
-
Margin loans receivable are the loans provided to the client in order to process businesses of margin trading and short sale using the securities purchased through financing as collateral. The Company monitors the clients’ margin ratio through information system on a daily basis. As the margin ratio of margin trading is set at 130% according to Regulations Governing the Conduct of Securities Trading Margin Purchase and Short Sale Operations by Securities Firms, the credit risk is extremely low.
-
(H) Receivables of securities business money lending Receivables of securities business money lending are the non-restricted purpose loan business and monetary financing business, pursuant to an agreement between a securities firm and a customer, using customer securities and other commodities as collateral. The Group regularly assesses its customer line of credit and implements appropriate credit control. As the margin ratio of margin trading is set at 130% according to Regulations Governing the Conduct of Securities Trading Margin Purchase and Short Sale Operations by Securities Firms, the credit risk is extremely low.
-
(I) Guaranteed price for securities lending
Guaranteed price for securities lending is the sale price of the Company’s securities sold by
225
other securities firms through margin trading after deduction of securities transactions tax and service fee, which is deposited in other securities firms as collateral. As all the counterparties are financial institutions with good credit rating, the credit risk from counterparties is extremely low.
-
(J) Refundable deposits for securities lending
- Refundable deposits for securities lending are the margins deposited in other securities firm as collateral when the Company’s securities are sold. As all the counterparties are financial institutions with good credit, the credit risk from counterparties is extremely low.
-
(K) Receivables
- Receivables are the credit rights arising from the securities business including settlement receivables of consignment trading, settlement receivables of operating securities sold, financing interest receivables of self-operating credit transaction, receivables of consignment trading for securities, and receivables from banks’ underwriting on foreign exchange transactions and foreign fund demand. As the majority of the Company’s receivables from the consignment businesses and self-operating businesses are settlement of securities from OCT or TWSE, the credit risk is extremely low. As the foreign exchange transactions are simply the receipt or payment of different currencies and the correspondent banks are of good credit rating, the credit risk is extremely low.
-
(L) Other current assets
- Other current assets are mainly the collateral deposited in the bank for application for shortterm debt limit and guarantee for application for issuance of commercial papers. As the correspondent banks are all financial institutions with good credit rating, the credit risk is extremely low.
-
(M) Financial assets at fair value through profit and loss – non-current
- In order to underwrite trust business, the Company deposits central government bonds in the Central Bank as collateral. Regardless of the bonds themselves or the financial institutions where the bonds deposited, the credit risk is extremely low.
-
(N) Other non-current assets
- Other non-current assets mainly comprise operating guarantee deposits, settlement funds, and refundable deposits. Operating guarantee deposits are mainly deposited in domestic banks with good credit rating. Settlement funds are deposited in securities exchange. Settlement funds are used as compensation when a party to a marketable securities transaction fails to fulfil the settlement obligation. The credit risks from the institutions where these two assets are deposited are extremely low. The refundable deposits refer to cash or other assets which are deposited externally by the Company and can be used as refundable deposits. Because deposits are placed in various financial institutions and each deposit amount is small, the credit risk is dispersed and the credit exposure of overall refundable deposit is extremely low.
-
C. Expected credit loss assessment
-
In the assessment of impairment and calculation of expected credit losses, the Company considers reasonable and supporting information about past events, current conditions and future economic conditions. The Company determines at the balance sheet date whether there has been a significant increase in credit risk since initial recognition or whether credit impairment has occurred and recognizes expected credit loss according to which stage the asset belongs: no significant increase in credit risk or low credit risk at balance sheet date (Stage 1), significant increase in credit risk (Stage 2), and credit impaired (Stage 3). 12-month expected credit losses are recognized for assets in Stage 1, and lifetime expected credit loses are recognized for assets
226
in Stage 2 and Stage 3.
The definition of and expected credit losses recognized for each stage are as follows:
| Item | Stage 1 | Stage 2 | Stage 3 |
|---|---|---|---|
| Definition | No significant deterioration of credit quality of the financial asset since initial recognition, or the financial asset is considered low-risk at the balance sheet date. |
Significant deterioration of credit quality of the financial asset since initial recognition, but the asset is not yet credit impaired. |
The financial asset is credit impaired at the financial reporting date. |
| Expected credit losses recognition |
12-month expected credit losses |
Lifetime expected credit losses |
Lifetime expected credit losses |
-
(A) Judgements of the significant increase in credit risk since initial recognition
-
Judgements and assumptions used to determine whether the credit risk has a significant increase since initial recognition when the Company calculates expected credit loss under IFRS 9 are as follows:
-
a. If contractual payments are over 30 days past due according to the payment terms, the financial asset is considered to have significant increase in credit risk since initial recognition.
-
b. There is significant increase in credit risk at the reporting date if the credit rating of the issuer has been downgraded by more than 2 grades and the final external credit rating at the reporting date is non-investment grade, if the interest payments are over 30 days past due, or if there has been a default in the past.
-
(B) Definition of default and credit-impaired financial assets
-
According to the definition of credit impairment set by IFRS 9, a financial asset is creditimpaired when one or more events that have occurred and have a significant impact on the expected future cash flows of the financial asset. The criteria used to judge whether a financial asset is credit-impaired since initial recognition includes but is not limited to the following:
-
a. Contractual payments or principal or interest payments on bonds are over 3 months (90 days) past due.
-
b. Bond investment is rated as “in default” by external credit rating agencies.
-
c. Bond issuer has filed for bankruptcy, restructure, or other debt clearance procedures.
-
d. Issuer or counterparty has financial difficulties.
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(C) Writing-off policy
If any of the following condition applies, the Company will write off the non-recoverable portion of the overdue receivables as bad debt.
-
a. Debt cannot be fully or partially recovered due to dissolution of, disappearance of, settlement with, bankruptcy declaration by the debtor, or any other reason.
-
b. The collateral and the assets of the primary and secondary debtors could not be auctioned off after multiple attempts and multiple price discounts, and the Company has not received any real benefits in assuming the collateral.
-
c. Payments are over two years past due and could not be recovered after attempts to collect.
-
(D) Measurement of expected credit losses
The Company considers reasonable supporting information which shows significant increase in credit risk since initial recognition when calculating expected credit losses. Main indexes include: internal/external credit rating, information of past due, credit spread, other market information in relation to the borrower, issuer or counterparty, and significant increase in credit risk of other financial instrument of the same borrower. Investments in bills and bonds
-
(a)Probability of default was based on external credit rating, which include forwardlooking information.
-
(b)Loss given default was based on the average loss given default of external credit rating of investment position and counterparties.
-
(c)Exposure at default
Stage 1, Stage 2 and Stage 3: Total carrying amount (including interest receivable).
- (E) Consideration of forward-looking information
Historical loss rate (based on the historical experience in the past 3 to 5 years) as obtained and compared with economic environment in the past, nowadays and future (forwardlooking factor) to see whether there is any significant change, and then to properly adjust future loss rate standards. If any significant default event occurs, the loss rate in the current year will be included in the calculation of future loss rate standard.
-
D. Table of movements in loss provision of the Company
-
(A) For the years ended December 31, 2022 and 2021, there were no changes in the loss allowance for investments in debt instruments measured at fair value through other comprehensive income.
228
- (B) Except for debt investments and its interest receivable, the Company applies the modified approach to measure the loss allowance at an amount equal to lifetime expected credit losses for receivables and overdue receivables. The movements in loss provision of marginal receivables, accounts receivable, other receivables-others and other non-current assetsoverdue receivables of the Company are as follows:
| At January 1 Provision (reversal of provision) for impairment Derecognised At December 31 At January 1 Provision (reversal of provision) for impairment Derecognised At December 31 |
Marginal receivable 47,433 $ 19,118) ( - 28,315 $ Marginal receivable |
Marginal receivable 47,433 $ 19,118) ( - 28,315 $ Marginal receivable |
Accounts receivable Year |
Accounts receivable Year |
Accounts receivable Year |
Other receivables Other non-current assets-overdue receivables ended December 31,2022 |
Other receivables Other non-current assets-overdue receivables ended December 31,2022 |
Total 60,692 $ 20,627) ( 2,867) ( 37,198 $ Total |
|---|---|---|---|---|---|---|---|---|
| 742 $ 54) ( 29) ( 659 $ Year |
- $ 12,517 $ - 1,455) ( - 2,838) ( - $ 8,224 $ ended December 31, 2021 |
|||||||
| Marginal receivable |
Accounts receivable |
Other receivables |
Other non-current assets-overdue receivables |
|||||
| 58,840 $ 11,407) ( - 47,433 $ |
625 $ 117 - 742 $ |
54 $ 118 172) ( - $ |
39,388 $ 3,326 30,197) ( 12,517 $ |
98,907 $ 7,846) ( 30,369) ( 60,692 $ |
3) Liquidity risk
- A. Definition and source of liquidity risk
Liquidity risk refers to possible financial losses arising from the inability to realize the asset or to obtain sufficient fund to fulfil the financial liabilities soon to be matured. Above situations
may weaken the sources of cash from the Company’s trading and investment activities.
- B. Liquidity risk management procedure and stimulation test
In order to prevent operational crisis as a result of liquidity risk, the Company has established responding crisis process with regular monitoring over liquidity gap of fund.
- (A) Procedure
In addition to the operating capital for various business and long-term investment, the Company needs to maintain revolving funds at a certain level for daily operation. The use of remaining fund shall avoid high concentration and should be based on the principle of holding sound earning assets with high liquidity and treated in compliance with policies of the Company.
The responsive unit for fund procurement adjusts the liquidity gap to ensure proper liquidity according to the daily volume and movement in the market.
-
(B) Stimulation test
-
a. The Company reviews fund liquidity risk from a perspective of supply and demand of fund every month with simulation analysis of available fund for emergency including
229
scenario analysis of cash, funding limit of financial institutions, margin loans and short sale, and value of disposal of position in order to compute maximum available fund and fund demand. Finally, safety stock of fund is reviewed to monitor liquidity risk.
- b. Above liquidity risk is generally reviewed monthly. However, if the available limit of increment banking credit risk in financing limit of a financial institution is lower than a certain amount (that is, the amount may be timely adjusted according to the fund liquidity in the market and the actual fund demand and supply in an entity), the safety stock will be reviewed weekly. After the early warning report for fund is submitted, the head of finance segment will call for a fund control meeting.
- c. Other than individual funding liquidity risk of an entity, stress test of minimization funding supply and maximization funding demand in the event of significant crisis is simulated, including:
- (a)When there is a significant crisis in the market, the financing limit of the financial institutions and the value of disposal of position can be deemed the minimized ratio of fund supply which is then adjusted according to actual condition to compute the total fund supply under maximum stress.
- (b)Except for the operating expense, the stock concept is adopted for the calculation of total fund demand under maximum stress.
- (c)The Company should conduct a review to see whether the total minimized fund supply is more than maximized total fund demand. The Company should further review how long (by month) the difference may cover the operating expenses so that the safety stock of fund (by month) under stress test can be computed.
- (d)The minimum safety stock of fund under stress test (by month) may be adjusted according to the crisis itself and only operating expense for at least 6 months under a normal stimulation can be deemed safe.
-
C. Maturity analysis for the financial assets and financial liabilities held for liquidity risk management
-
(A) The Company holds cash and sound earning assets with high liquidity in order to fulfil the payment obligation and potential emergency fund demand in the market. Financial assets held for liquidity risk management are mainly cash and cash equivalents, among which, all time deposits mature within a year. Financial assets at fair value through profit and loss are mainly listed stocks, convertible bonds and debt securities. As all of them have positions in active market, the liquidity risk is deemed low.
230
(B) Maturity analysis for the financial liabilities is as follows:
| Short-term loans Commercial papers payable Non-derivative financial liabilities Derivative financial liabilities Bonds sold under repurchase agreements Deposits on short sales Deposits payable for securities financing Securities lending refundable deposits Accounts payable (includes notes payable) Collections on behalf of third parties Other payables Other financial liabilities -current Lease liability Total Financial liabilities at fair value through profit or loss-current |
December 31,2022 | December 31,2022 | December 31,2022 | December 31,2022 | December 31,2022 | ||||
|---|---|---|---|---|---|---|---|---|---|
| Immediately | Less than 3 months |
3-12 months | 1-5years - $ - - - - - - 33,278 - 87,709 - - 82,231 203,218 $ |
Total | |||||
| - $ - 7,477,868 1,678,216 - 1,809,356 1,809,962 - 10,707,683 639,496 9,063 - - 24,131,644 $ |
275,000 $ 5,830,000 - - 7,016,989 - - 829,410 22,962 16,313 195,889 2,158,151 18,838 16,363,552 $ |
- $ - - - - - - 943,903 - - 1,238,086 625,935 46,815 2,854,739 $ |
275,000 $ 5,830,000 7,477,868 1,678,216 7,016,989 1,809,356 1,809,962 1,806,591 10,730,645 743,518 1,443,038 2,784,086 147,884 |
||||||
| 43,553,153 $ |
231
December 31, 2021
| Short-term loans Commercial papers payable Non-derivative financial liabilities Derivative financial liabilities Bonds sold under repurchase agreements Deposits on short sales Deposits payable for securities financing Securities lending refundable deposits Accounts payable (includes notes payable) Collections on behalf of third parties Other payables Other financial liabilities -current Lease liability Total Financial liabilities at fair value through profit or loss-current |
Immediately | Less than 3 months |
3-12 months | 1-5years - $ - - - - - - 39,435 - 88,582 - - 120,489 248,506 $ |
Total | ||||
|---|---|---|---|---|---|---|---|---|---|
| - $ - 5,124,273 3,047,462 - 1,202,587 1,559,162 - 17,413,904 5,639,615 5,605 - - 33,992,608 $ |
590,000 $ 8,650,000 - - 9,648,756 - - 1,069,699 7,595 11,653 260,183 1,789,878 18,742 22,046,506 $ |
- $ - - - - - - 860,073 - - 2,234,060 3,193,261 44,136 6,331,530 $ |
590,000 $ 8,650,000 5,124,273 3,047,462 9,648,756 1,202,587 1,559,162 1,969,207 17,421,499 5,739,850 2,499,848 4,983,139 183,367 |
||||||
| 62,619,150 $ |
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4) Market risk
- A. Definition of market risk
Market risk refers to the risk of decrease in the Company’s revenue or value of investment portfolio as a result of the changes in exchange rate, commodity price, interest rate, and stock price or other market risk factors.
The Company continually exercises risk management tools such as sensitivity analysis, Value at Risk, stress test and so on to completely and effectively measure, monitor and manage market risk.
- B. Value at Risk (VaR)
Value at Risk is used to measure the possible maximum potential losses in investment portfolio as a result of movement in market risk factor in a specified period and confidence level. The Company currently uses confidence level of 95% to calculate Value at Risk of one day. A VaR model must reasonably, completely and accurately measure the maximum potential risks of financial instruments or investment portfolio before being adopted as a risk management model by the Company. The VaR model used in risk management is continually certified and retrospectively tested to demonstrate that the model can reasonably and effectively measure the maximum potential risks of financial instruments or investment portfolios.
| ximum potential risks of financial instruments | or investment portfolios. | or investment portfolios. |
|---|---|---|
| Year ended December 31, 2022 Amount December 31, 2022 33,198 $ VaR Maximum 166,546 VaR Average 50,634 VaR Minimum 17,965 Statistical table for one-dayVaR of transactions |
Statistical table for one-dayVaR of transactions |
|
| Year ended December 31,2021 December 31, 2021 VaR Maximum VaR Average VaR Minimum |
Amount 106,857 $ 288,441 140,407 30,206 |
Statistical table for VaR of various risk indicators of transactions
Year ended
| Year ended | |||
|---|---|---|---|
| December 31,2022 December 31, 2022 VaR Maximum VaR Average VaR Minimum |
Foreign exchange 5,219 $ 17,197 4,329 856 |
Interest 27,746 $ 34,194 15,077 2,867 |
Share ownership |
| 22,573 $ 168,637 48,374 16,070 |
Statistical table for VaR of various risk indicators of transactions Year ended
| Year ended | |||
|---|---|---|---|
| December 31,2021 December 31, 2021 VaR Maximum VaR Average VaR Minimum |
Foreign exchange 1,402 $ 16,890 4,079 1,103 |
Interest 23,468 $ 43,928 21,628 7,593 |
Share ownership |
| 106,496 $ 290,600 139,374 30,696 |
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C. Information on gap of foreign exchange risk
The following table summarizes financial instruments of foreign assets or liabilities by currency and the foreign exchange exposure presented by book value as of December 31,2022 and 2021 :
| Financial assets in foreign currencies Cash and cash equivalents Financial assets at fair value through profit or loss Financial assets at fair value through comprehensive income - current Investments under the equity method Others Financial liabilities in foreign currencies Financial liabilities at fair value through profit or loss Bonds sold under repurchase agreements Others |
USD 1,011,332 $ 3,633,380 1,118,655 - 1,469,878 347,447 3,243,659 3,307,436 |
EUR 3,991 $ 150,892 - - 516 57 89,976 47 |
AUD RMB HKD 1,854 $ 18,623 $ 122,097 $ 414,575 105,713 59,561 1,079,977 - - - 2,764,018 1,396,988 157,024 1,536 25,738 598 1,347 99 1,459,403 81,148 - 43,949 204,959 14,531 December 31,2022 |
Others 42,820 $ 278,623 - - 23,730 1,821 69,823 5,728 |
Total |
|---|---|---|---|---|---|
| 1,200,717 $ 4,642,744 2,198,632 4,161,006 1,678,422 351,369 4,944,009 3,576,650 |
Note: As of December 31, 2022, foreign exchange rates of the above currencies to TWD were 1 USD = 30.710 TWD; 1 EUR = 32.720 TWD; 1 AUD = 20.830 TWD; 1 RMB = 4.408 TWD; and 1 HKD = 3.938 TWD, respectively.
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==> picture [680 x 46] intentionally omitted <==
----- Start of picture text -----
December 31, 2021
USD EUR AUD RMB HKD Others Total
Financial assets in foreign currencies
----- End of picture text -----
| Financial assets in foreign currencies | USD | EUR | AUD | RMB | HKD | Others | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 490,710 |
$ | 1,969 |
$ | 2,005 |
$ | 113,423 |
$ | 158,768 |
$ | 234,811 |
$ | 1,001,686 |
| Financial assets at fair value through profit or loss | 8,040,988 | 1,935,974 | 181,807 | 798,106 | 254,269 | 511,579 | 11,722,723 | |||||||
| Bonds purchased under resale agreements | 27,401 | - | - | - | - |
- | 27,401 | |||||||
| Investments under the equity method | - | - | - | 2,363,197 | 1,344,033 | - | 3,707,230 |
|||||||
| Others | 2,033,302 | 3,697 | 40,836 | 19,652 |
20,186 | 793 | 2,118,466 |
|||||||
| Financial liabilities in foreign currencies | ||||||||||||||
| Financial liabilities at fair value through profit or loss | 4,332 | 1,599 | 106 | 2,828 | 195 | 359 | 9,419 |
|||||||
| Bonds sold under repurchase agreements | 4,644,791 | 1,688,801 | 160,708 | 588,851 | - | 136,622 | 7,219,773 | |||||||
| Others | 3,883,547 | 26 | 40,178 | 308,104 | 8,667 | 5,437 |
4,245,959 |
Note: As of December 31, 2021, foreign exchange rates of the above currencies to TWD were 1 USD = 27.680 TWD; 1 EUR = 31.320 TWD; 1 AUD = 20.080 TWD; 1 RMB = 4.344 TWD; and 1 HKD = 3.549 TWD, respectively.
235
-
D. The total exchange gain (loss), including realized and unrealized, arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2022 and 2021, amounted to $106,384 and $179,749, respectively.
-
5) Fair value and hierarchy information
-
A. Financial instruments and non-financial instruments not measured at fair value. Except for those listed in the table below, the carrying amounts of the Company’s financial instruments not measured at fair value (including cash and cash equivalents, bonds purchased under resale agreements, margin loans receivable, refinancing guaranty deposits, guaranteed proceeds receivable from refinancing, guaranteed price deposits for security borrowing, security borrowing deposits, customer margin deposit account, notes and accounts receivable, other receivables, short-term loans, commercial paper payable, bonds sold under repurchase agreements, guarantee deposit received from short sales, guaranteed price deposits received from securities borrowers, security borrowing deposits, equity of futures traders, accounts payable, collection for others, and other payables) approximate their fair values. The fair value information of financial instruments measured at fair value is provided in Note 12(5)3.
| Non-financial assets December 31, 2022 Investment property December 31, 2021 Investment property |
Total Quoted prices of the same assets in active markets (level 1) 743,741 $ - $ 712,476 - |
Other significant observable inputs (level 2) |
Significant non-observable inputs(level 3) |
|---|---|---|---|
| 743,741 $ 712,476 |
- $ - |
The fair value of investment property held by the Company was assessed by external valuation experts using comparison approach and income approach, or the fair value can be assessed based on the market price of the area adjacent to the location where the Company’s investment property is located.
- B. Valuation techniques
(A)For financial instruments held for trading purposes which are classified as non-derivative instruments, their fair values are based on their quoted prices in an active market. If there is no quoted market price for reference, a valuation technique will be adopted to measure the fair value. Estimates and assumptions of valuation technique adopted by the Company are in agreement with the information of estimates and assumptions adopted by market users for financial instrument pricing and the said information shall be accessible to the Company. For those classified as derivative instruments, their fair values are based on their market prices if their quoted prices are available from an active market. If quoted market prices in an active market are not available, SWAP and IRS are valued
236
at the discounted cash flow method, and options are valued at the Black-Scholes model.
-
(B) When available-for-sale financial assets have quoted market prices available in an active market, the fair value is determined using the market price.
-
C. Fair value hierarchy of the financial instruments
-
(A) Definitions for the hierarchy classifications of financial instruments measured at fair value
-
a. Level 1
- Level 1, are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. An active market has to satisfy all the following conditions: a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The Company’s investments in listed stocks, beneficiary certificates, on-the-run Taiwan central government bonds and derivative instruments with quoted market prices, are deemed as level 1.
-
b. Level 2
- Inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Investments of the Company such as off-the-run issue of emerging stock, government bonds, corporate bonds, bank debentures, convertible corporate bonds, currency swaps, interest rate swaps, options, asset swaps, and most derivatives are all classified within level 2. For the years ended December 31, 2022 and 2021, there was no significant transfer of financial instruments between Level 1 and Level 2.
-
c. Level 3
- Unobservable inputs for the assets or liability. The fair value of the Company’s investment in unlisted stocks is included in Level 3.
-
(Blank below)
237
(B)Hierarchy of fair value estimation of financial instruments
| Recurring fair value Non-derivative financial instruments Assets Financial assets at fair value through profit or loss-current Stock investments Bond investments Others Financial assets at fair value through other comprehensive income-current Stock investments Bond investments Financial assets at fair value through profit or loss - non-current Stock investments Bond investments Financial assets at fair value through other comprehensive income-non-current Stock investments Liabilities Financial liabilities at fair value through profit or loss - current Derivative financial instruments Assets Financial assets at fair value through profit or loss-current Liabilities Financial liabilities at fair value through profit or loss - current |
December31,2022 | December31,2022 | ||
|---|---|---|---|---|
| Total 5,641,044 $ 10,677,909 2,496,243 299,150 2,198,632 16,604 49,779 294,855 7,477,868 5,200,004 1,678,216 |
Level 1 5,568,337 $ 2,916,006 2,496,243 299,150 2,198,632 - - - 7,477,868 5,194,967 1,087,228 |
Level 2 72,707 $ 7,761,903 - - - - 49,779 - - 5,037 590,988 |
Level3 | |
| - $ - - - - 16,604 - 294,855 - - - |
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| Recurring fair value Non-derivative financial instruments Assets Financial assets at fair value through profit or loss-current Stock investments Bond investments Others Financial assets at fair value through other comprehensive income-current Stock investments Financial assets at fair value through profit or loss - non-current Stock investments Bond investments Financial assets at fair value through other comprehensive income-non-current Stock investments Liabilities Financial liabilities at fair value through profit or loss - current Derivative financial instruments Assets Financial assets at fair value through profit or loss-current Liabilities Financial liabilities at fair value through profit or loss - current |
December31,2021 | December31,2021 | ||
|---|---|---|---|---|
| Total 14,288,286 $ 13,213,896 1,049,451 410,205 12,650 50,124 258,627 5,124,273 4,735,030 3,047,462 |
Level 1 14,247,565 $ 776,724 1,049,451 410,205 - - - 5,124,273 4,720,306 2,623,530 |
Level 2 40,721 $ 12,437,172 - - - 50,124 - - 14,724 423,932 |
Level3 | |
| - $ - - - 12,650 - 258,627 - - - |
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(C) The following table is the movement of financial assets at Level 3:
| Financial assets at fair value through profit or loss - non-current Venture capital shares Financial assets at fair value through other comprehensive income - non-current Unlisted stocks |
January1 | Recorded in profit or loss Recorded in other comprehensive income(loss) Acquired/ Issued Transfers into level 3 3,954 $ - $ - $ - $ - 36,228 - - Year ended December 31,2022 Valuation amount Increased Year ended December 31, 2021 |
Recorded in profit or loss Recorded in other comprehensive income(loss) Acquired/ Issued Transfers into level 3 3,954 $ - $ - $ - $ - 36,228 - - Year ended December 31,2022 Valuation amount Increased Year ended December 31, 2021 |
Recorded in profit or loss Recorded in other comprehensive income(loss) Acquired/ Issued Transfers into level 3 3,954 $ - $ - $ - $ - 36,228 - - Year ended December 31,2022 Valuation amount Increased Year ended December 31, 2021 |
Recorded in profit or loss Recorded in other comprehensive income(loss) Acquired/ Issued Transfers into level 3 3,954 $ - $ - $ - $ - 36,228 - - Year ended December 31,2022 Valuation amount Increased Year ended December 31, 2021 |
Decreased | Decreased | December 31 |
|---|---|---|---|---|---|---|---|---|
| Recorded in profit or loss |
Sold/ disposed or settled |
Transfers out from level 3 |
||||||
| 12,650 $ 258,627 |
- $ - |
- $ - |
- $ - |
16,604 $ 294,855 |
||||
| Financial assets at fair value through profit or loss - non-current Venture capital shares Financial assets at fair value through other comprehensive income - non-current Unlisted stocks |
January1 | Valuation amount | Increased | Decreased | December 31 |
|||
| Recorded in profit or loss |
Recorded in other comprehensive income(loss) |
Acquired/ Issued |
Transfers into level 3 |
Sold/ disposed or settled |
Transfers out from level 3 |
|||
| 16,991 $ 186,334 |
4,341) ($ - |
- $ 72,293 |
- $ - |
- $ - |
- $ - |
- $ - |
12,650 $ 258,627 |
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- (D) The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
| value measurement: | |||||
|---|---|---|---|---|---|
| December 31,2022 | Fair value | Valuation technique |
Significant unobservable input |
g (weighted average) |
Relationship of inputs to fair value |
| Financial assets at fair value through profit or loss - non-current Venture capital shares Financial assets at fair value through other comprehensive income - non-current December 31,2021 Unlisted stocks |
16,604 $ Fair value 294,855 |
Net asset value Valuation technique Market approach |
Not applicable Market price net profit after tax multiplier Price to book ratio multiplier Discount for lack of marketability Significant unobservable input |
Not applicable 23.03~24.62 2.93~4.92 20%~30% (weighted average) |
Not applicable The higher the multiple,the higher the fair value The higher the discount for lack of marketability, the lower the fair value Relationship of inputs to fair value |
| Financial assets at fair value through profit or loss - non-current Venture capital shares Financial assets at fair value through other comprehensive income - non-current Unlisted stocks |
12,650 $ 258,627 |
Net asset value Market approach |
Not applicable Price to book ratio multiple Discount for lack of marketability |
Not applicable 1.80~2.27 6.24%~9.17% |
Not applicable The higher the multiple,the higher the fair value The higher the discount for lack of marketability, the lower the fair value |
- (E) Valuation process for fair value at Level 3
The parent company’s risk management department is responsible for the verification of fair value categorized in Level 3. The department assesses the independence, reliability, consistency and representativeness of the source information, regularly verifies the valuation models and calibrates the parameters to ensure the valuation process and results are in compliance with IFRSs.
- (F) For the fair value measurement of Level 3, the sensitivity analysis of the fair value to the reasonable alternative hypothesis shows that the fair value measurement of the financial assets by the Company is reasonable. However, use of different valuation models or assumptions may
241
result in different measurement. The following is the impact to profit or loss or to other comprehensive income from financial assets and liabilities categorized within Level 3 if the inputs used in valuation models have changed up or down by 1%:
| December 31,2022 Financial assets at fair value through profit or loss -non-current Venture capital shares Financial assets at fair value through other comprehensive income - non-current Unlisted stocks December 31,2021 |
Recognised inprofit or loss | Recognised inprofit or loss | Favourable change Unfavourable change - $ - $ 2,949 2,949) ( Recognised in other comprehensive income Recognised in other comprehensive income |
Favourable change Unfavourable change - $ - $ 2,949 2,949) ( Recognised in other comprehensive income Recognised in other comprehensive income |
|---|---|---|---|---|
| Favourable change |
Unfavourable change |
|||
| Not applicable Not applicable - - Recognised in profit or loss |
||||
| Favourable change Unfavourable change |
Favourable change |
Unfavourable change |
||
| Financial assets at fair value through profit or loss -non-current Venture capital shares Financial assets at fair value through other comprehensive income - non-current Unlisted stocks |
Not applicable Not applicable - - |
- $ 2,586 |
- $ 2,586) ( |
6) Capital management
-
A. Objective of capital management
-
(A) The represented capital adequacy ratio basically shall not be lower than 200% in compliance with the warning standard addressed in the “Rules Governing Securities Firms”.
-
(B) The Company includes all risks involved in the investment position as a part of risk management, such as market risk, credit risk, liquidity risk, operating risk, legal risk, and model risk and so on. Each risk management responsive unit should identify, evaluate, monitor and control various risks in order to enable the Company to defend impact from financial market, reflect the current operating strategies and make the investment portfolio applied to business planning and development.
-
B. Capital management policy and procedure
-
In order to secure the long-term and stable development of various businesses and effectively assume risks, the Company manages capital based on the business development, related regulations and financial market environment. Major capital evaluation processes include:
-
(A) Each segment should provide accurate and valid source of information to maintain calculation accuracy of capital adequacy ratio.
-
(B) After the reporting at the 10th of each month, capital adequacy ratio should be computed by the end of every month. If the result is close to the legal standard, every unit will be called to attend a meeting for discussion and strategic planning to ensure that the basic objective of capital adequacy ratio is not less than 200%.
-
(C) Both the risk limits and economic capital of the Company should be agreed by the Board of Directors. The Company should quarterly report details of risk control with disclosure
242
of investment condition in order to assess whether the risk position exceeds the limit and whether the investment direction is in line with the market trend. Within the authorized risk limits, the Company is actively engaged in development of various businesses and continually increases profit, creates company value, and complies with the capital management objective.
The Company calculates and reports the capital adequacy ratio according to “Rules Governing Securities Firms”. As of December 31, 2022 and 2021, the capital adequacy ratios were 390% and 379%, respectively, as required by the regulations.
7) Assets and liabilities of trust accounts
Pursuant to Article 17 of Enforcement Rules of the Trust Enterprise Act, balance sheet, income statement, and property list of trust accounts shall be disclosed in the parent company only financial statements on a semiannual basis.
A. Balance sheet of trust accounts
| A. Balance sheet of trust accounts | |
|---|---|
| Trust assets | December 31,2022 December 31,2021 367,745 $ 669,217 $ 896,553 923,114 1,016,810 1,284,571 636,044 435,389 57,291 23,127 5,138,258 5,014,866 29,112 60,575 8,141,813 $ 8,410,859 $ December 31,2022 December 31,2021 321 $ 2,130 $ 8,797,747 6,945,206 631,484) ( 1,753,062 24,771) ( 289,539) ( 8,141,813 $ 8,410,859 $ BALANCE SHEET |
| Bank savings Structured notes Stock Bond Bonds sold under repurchase agreements Fund Accounts receivable Total of trust assets Trust liabilities and equity Accounts payable Trust capital Net income (loss) Accumulated deficit Total of trust liabilities and equity |
B. Income statement of trust accounts
| Item | STATEMENT OF | STATEMENT OF | Year ended December 31,2022 INCOME |
Year ended December 31,2021 |
|
|---|---|---|---|---|---|
| 74,219 $ 95,093 373 713 151,071 8,528 2,390 210,809 112,962 1,075 12 657,245 |
44,486 $ 61,237 5,882 6,967 392,454 5,699 20,265 671,271 718,037 1,996 2 1,928,296 |
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==> picture [459 x 399] intentionally omitted <==
----- Start of picture text -----
Year ended Year ended
Item December 31, 2022 December 31, 2021
Trust expenses
Management fee ($ 1,359) ($ 1,255)
Service fee ( 664) ( 1,311)
-
Other expenses ( 4)
Investment realized loss - bond ( 7,017) ( 1,393)
Investment realized loss - stock ( 2,551) ( 21)
Investment realized loss - fund ( 95,742) ( 34,002)
Investment realized loss - structured notes ( 307) ( 52)
Investment unrealized loss - bond ( 133,461) ( 14,706)
Investment unrealized loss - stock ( 73,750) ( 8,156)
Investment unrealized loss - fund ( 855,494) ( 87,619)
Investment unrealized loss - structured notes ( 118,272) ( 26,712)
Income (Loss) before income tax ( 631,376) 1,753,069
Income tax (expense) benefit ( 108) ( 7)
Net income (loss) ($ 631,484) $ 1,753,062
Property list of trust accounts
Item December 31, 2022 December 31, 2021
Bank savings $ 367,745 $ 669,217
Structured notes 896,553 923,114
Stock 5,138,258 5,014,866
Bond 636,044 435,389
Bonds sold under repurchase agreements 57,291 23,127
Funds 1,016,810 1,284,571
Others 29,112 60,575
Total $ 8,141,813 $ 8,410,859
----- End of picture text -----
C. Property list of trust accounts
13. OTHER DISCLOSURE ITEMS
1) Information about significant transactions
-
A. Lending to others: Excluding security margin trading and conditional bond trading business, there is no lending of funds to either the shareholders or other parties.
-
B. Endorsements and guarantees for others
:None. -
C. Acquisitions of real estate exceeding $300 million or 20 percent of contributed capital
:None. -
D. Disposals of real estate exceeding $300 million or 20 percent of contributed capital
:None. -
E. Purchases or sales transactions discount on brokers’ charges with related parties in excess of $5 million
:None. -
F. Receivables from related parties exceeding $100 million or 20 percent of contributed capital
:None. -
G. Significant transactions between parent company and subsidiaries are provided in Note 7.
244
2) Related information of investee companies
A. Related information of investee companies
| Name of the investor | Name of the investee company |
Location | Date of registration |
Reference number and the date of approval letter issued byFSC |
Major operatingactivities |
Balance on December 31,2022 Original i |
Balance on December 31,2021 nvestment |
EndingBalance | EndingBalance | Revenue of investee company |
Net income (loss) of investee company |
Investment income (loss) recognised by the Company |
Cash dividends |
Notes | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares 63,817,303 30,000,000 192,600,000 23,400,000 1,000,000 14,904,630 1,000,000 30,000,000 12,000 |
Percentage 96.69% 100.00% 100.00% 100.00% 100.00% 42.46% 100.00% 100.00% 0.03% |
Book vlaue | |||||||||||||
| President Securities Corp. President Securities Corp. President Securities Corp. President Securities Corp. President Securities Corp. President Securities Corp. President Securities Corp. President Securities Corp. President Insurance Agency Corp. |
President Futures Corp. President Capital Management Corp. President Securities (HK) Ltd. President Wealth Management (HK) Ltd. President Securities (Nominee) Ltd. Uni-President Asset Management Corp. President Insurance Agency Corp. PSC Venture Capital Investment Limited Company Uni-President Asset Management Corp. |
Taipei Taipei Hong Kong Hong Kong Hong Kong Taipei Taipei Taipei Taipei |
1994.03.01 1997.04.15 1994.07.26 2002.03.31 1999.08.06 1992.09.03 2008.04.29 2013.10.29 1992.09.03 |
1994.03.01 Jing- Tou-Shen (83) Gong-Shang Letter No.1114 (Note 1) 1997.02.25 (86) Tai-Cai-Zheng (4) Letter No.17769 1993.11.4 (82) Tai- Cai-Zheng (2) Letter No.40913 2001.12.11 (90) Tai-Cai-Zheng (2) Letter No.166728 1997.10.27 (86) Tai-Cai-Zheng (2) Letter No.04840 2000.07.19 (89) Tai-Cai-Zheng (2) Letter No.56407 (Note2) 2013.08.08 Jing- Guan-Zheng- Chuan Letter No.1020028529 2000.07.19 (89) Tai-Cai-Zheng (2) Letter No.56407 |
Futures brokerage and dealer Securities investment consulting Securities dealer, brokerage, underwriting and consulting Wealth management Nominee Service Investment Trust Insurance Agent Consultation of investment management and venture capital; other unprohibited or unrestricted businesses beyond the permit Investment Trust |
644,650 $ 326,000 848,735 92,091 3,403 667,622 10,000 300,000 478 |
644,650 $ 326,000 848,735 92,091 3,403 667,622 10,000 300,000 478 |
2,547,290 $ 304,894 1,334,862 60,574 1,552 747,473 57,181 267,501 607 |
942,643 $ 72,697 14,419 - - 1,269,129 92,756 2,618 1,269,129 |
207,931 $ 7,327) ( 91,736) ( 140) ( 555 435,683 33,496 5,562) ( 435,683 |
201,052 $ 7,404) ( 91,736) ( 140) ( 555 185,006 33,481 5,563) ( 149 |
81,686 $ - - - - 199,648 22,550 - 161 |
Subsidiary of the Company Subsidiary of the Company Subsidiary of the Company Subsidiary of the Company Subsidiary of the Company Associates Subsidiary of the Company Subsidiary of the Company Associates |
Note1 : As FSC was established in July, 2004, President Futures Corp. was approved by the Investment Commission, Ministry of Economic Affairs.
Note2 : When securities corporations invest in domestic business within FSC's limitation, there is no need to obtain the approval from FSC in advance, according to Tai-Cai-Zheng (2) Letter No.0930000005. Therefore, there was no reference numbers for President Personal Insurance Agency Co., Ltd.
Note3 : Subsidiary President Securities (HK) Ltd., President Wealth Management (HK) Ltd. and President Securities (Nominee) Ltd. were approved by the board of directors in March 2022 to deal with the dissolution and liquidation matters.
245
-
B. Lending to others: Excluding security margin trading and conditional bond trading business, there is no lending of funds to either the shareholders or
-
other parties.
-
C. Endorsements and guarantees for others
:None. -
D. Acquisitions of real estate exceeding $300 million or 20 percent of contributed capital
:None. -
E. Disposals of real estate exceeding $300 million or 20 percent of contributed capital
:None. -
F. Purchases or sales transactions discount on brokers’ charges with related parties in excess of $5 million
:None. -
G. Receivables from related parties exceeding $100 million or 20 percent of contributed capital
:None. -
H. Accordance with Jing-Guan-Zheng-Quan-Zi Letter No. 10703209011, the Company is required to disclose details of businesses run by foreign enterprises that were incorporated in the countries identified as non-signatories to the IOSCO MMoU or have not obtained securities or futures license of signatories to the IOSCO MMoU
: -
a) Revenue from engagement in consultation on assets management business, service contents and litigation
:None.
(Blank below)
246
b) Balance sheets
PRESIDENT WEALTH MANAGEMENT (HK) LTD.
BALANCE SHEETS
DECEMBER 31, 2022 AND 2021
| Assets | December 31,2022 | December 31,2022 | December 31,2021 Expressed in HK |
December 31,2021 Expressed in HK |
dollars | |||
|---|---|---|---|---|---|---|---|---|
| Amount 15,266,005 $ 115,825 15,381,830 15,381,830 $ - $ - 23,400,000 8,018,170) ( 15,381,830 15,381,830 $ |
% | Amount | % | |||||
| Current assets Cash and cash equivalents Other receivables Total current assets Total assets Liabilities and shareholders’equity |
99 1 100 100 - - 152 52) ( 100 100 |
15,252,550 $ 4,028 15,256,578 15,256,578 $ 20,400 $ 20,400 23,400,000 8,163,822) ( 15,236,178 15,256,578 $ |
100 - 100 100 - - 154 54) ( 100 100 |
|||||
| Current liabilities Other payables Total liabilities Shareholders’ equity Share capital Retained earnings Accumulated deficit Total shareholders’ equity Total liabilities and shareholders’ equity |
247
PRESIDENT SECURITIES (NOMINEE) LTD. BALANCE SHEETS DECEMBER 31, 2022 AND 2021
| PRESIDENT SECURITIES (NOMINEE) LTD. BALANCE SHEETS DECEMBER 31, 2022 AND 2021 |
PRESIDENT SECURITIES (NOMINEE) LTD. BALANCE SHEETS DECEMBER 31, 2022 AND 2021 |
|||||
|---|---|---|---|---|---|---|
| Assets Amount % Current assets Cash and cash equivalents 394,026 $ 100 Total current assets 394,026 100 Total assets 394,026 $ 100 Liabilities and shareholders’equity Current liabilities Other payables - $ - Total liabilities - - Shareholders’ equity Share capital 1,000,000 254 Retained earnings Accumulated deficit 605,974) ( 154) ( Total shareholders’ equity 394,026 100 Total liabilities and shareholders’ equity 394,026 $ 100 December 31,2022 |
% | December 31,2021 Expressed in HK |
dollars | |||
| Amount | % | |||||
| 100 100 100 - - 254 154) ( 100 100 |
447,719 $ 447,719 447,719 $ 16,800 $ 16,800 1,000,000 569,081) ( 430,919 447,719 $ |
100 100 100 4 4 223 127) ( 96 100 |
248
c) Statements of comprehensive income
PRESIDENT WEALTH MANAGEMENT (HK) LTD STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
| Accounts | Accounts | Year ended December 31,2022 | Year ended December 31,2022 | Expressed in HK dollars Year ended December 31,2021 |
|||
|---|---|---|---|---|---|---|---|
| Amount % 41,985) ($ 389 41,985) ( 389 31,191 289) ( 10,794) ( 100 - - 10,794) ($ 100 Expressed in HK dollars Year ended December 31,2021 |
|||||||
| Expenditures and expenses Other operating expenses Total expenditures and expenses Non-operating gains and losses Other gains and losses Profit (Loss) before tax Income tax expense Net income (loss) Accounts FOR |
FOR | ||||||
| Amount 37,226) ($ 37,226) ( 333 36,893) ( - 36,893) ($ |
% 101 101 1) ( 100 - 100 |
Amount % 24,710) ($ 102 24,710) ( 102 372 2) ( 24,338) ( 100 - - 24,338) ($ 100 |
|||||
| Expenditures and expenses Other operating expenses Total expenditures and expenses Non-operating gains and losses Other gains and losses Profit (loss) before tax Income tax expense Net income (loss) |
249
d) Transactions between related parties and foreign business : None.
3) Information of overseas branches and representative office: None
4) Disclosure of investment in Mainland China
| Investee in Mainland China Jin Yuan President Securities Co., Ltd. |
Main business activities Securities brokering, securities dealing, securities underwriting and sponsoring service |
Paid-in capital (Note 4) $6,612,000 |
Investment method (Note 1) Directly invest in a company in Mainland China |
Investment method (Note 1) Directly invest in a company in Mainland China |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2022 2,481,388 $ |
Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year ended December 31,2022 |
Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year ended December 31,2022 |
Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year ended December 31,2022 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31,2022 3,138,169 $ |
Net income of investee as of December 31, 2022 577,258) ($ |
Ownership held by the Company (direct or indirect) 49% |
282,857) ($ The financial statements that are audited by international accounting firm which has cooperative relationship with accounting firm in R.O.C. Investment income (loss) recognized by the Company for the year ended December 31, 2022 (Note 2) |
Book value of investments in Mainland China as of December 31, 2022 2,764,018 $ |
Accumulated amount of investment income remitted back to Taiwan as of December 31,2022 - $ |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China 656,781 $ |
Remitted back to Taiwan - $ |
|||||||||||||
| Company name | Accumulated amount of remittance from Taiwan to Mainland China as of December 31,2022 |
Investment amount approved by the Investment Commission of the Ministry of Economic Affairs(MOEA) |
Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA |
|||||||||||
| Jin Yuan President Securities Co.,Ltd. | $ 3,138,169 | $ 3,138,169 | $ 17,883,893 |
Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:
(1) Directly invest in a company in Mainland China.
(2) Through investing in an existing company in the third area, which then invested in the investee in Mainland. (Please indicate investment company in the third area.)
(3) Others.
250
Note 2: In the ‘Investment income (loss) recognized by the Company for the year ended December 31, 2022’ column:
-
(1) It should be indicated if the investee was still in the incorporation arrangements and had not yet any profit during this period.
-
(2) Indicate the basis for investment income (loss) recognition in the number of one of the following three categories:.
-
a. The financial statements that are audited and attested by international accounting firm which has cooperative relationship with accounting firm in R.O.C.
-
b. The financial statements that are audited and attested by R.O.C. parent company's CPA.
-
c. Others.
Note 3: The numbers in this table are expressed in New Taiwan Dollars.
- Note 4: The paid-in capital of Jin Yuan President Securities Co., Ltd. is CNY 1.5 billion.
5) Major shareholder information
| 5) Major shareholder information | ||
|---|---|---|
| Major shareholder | Number of shares held(thousands) | Shareholdingratio |
| Uni-President Enterprises Corp. | 417,516 | 28.67% |
-
Note 1: The information of major shareholders in this table is based on the last business day of the end of each quarter by Taiwan Depository and Clearing Corp., which determines shareholders holding more than 5% of ordinary shares and special shares of securities firms that have completed unregistered delivery (including treasury shares). As for the share capital recorded in the financial report of the securities firm and the actual number of shares delivered by the securities firm without physical registration, there may be differences due to different calculation bases.
-
Note 2: In the case of the above information, if a shareholder delivers shares to the trust, it is disclosed in individual accounts by the trustee who opened the trust account by the trustee. As for the shareholders’ declaration of insider’s shareholding in accordance with the Securities and Exchange Act, their shareholding includes their own shareholding plus the shares delivered to the trust and the right to use the trust property. For information on insider’s equity declaration, please refer to the Market Observation Post System.
251
PRESIDENT SECURITIES CORPORATION AND
SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS’ REPORT DECEMBER 31, 2022 AND 2021
-----------------------------------------------------------------------------------------------------------------------------------For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
252
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,
253
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:
-
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 models and agreed such data to supporting documents.
254
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;
-
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.
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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:
- 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
256
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’
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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 Accountants 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.
258
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$94,890,862100 |
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 |
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-132-1--1 |
||||
8 |
||||
100 |
(Continued)
259
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$94,890,862100 |
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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- |
||||
73 |
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13-3731 |
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27 |
||||
- |
||||
27 |
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100 |
The accompanying notes are an integral part of these consolidated financial statements.
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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 amounts)
| Items | YearendedDecember31 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)
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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 amounts)
| Items | YearendedDecember31 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.
262
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 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: 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 attributable | Equity attributable | to owners of the parent | to owners of the parent | to owners of the parent | to 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.
263
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)
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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.
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PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. HISTORY AND ORGANIZATION
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1) President Securities Corporation (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Law of the Republic of China (R.O.C.) on December 17, 1988 and was renamed as President Securities Corporation on March 4, 1989. The Company started commercial operations on April 3, 1989. As of December 31, 2022, the Company had 31 operating branches (including the Head Office), and established Offshore Securities Unit in July 2014.
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2) The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in underwriting of securities, dealing or brokerage business of securities at the securities exchange markets and business premises, registration and transfer agency service for securities, margin loans and short sales business of securities, securities lending and borrowing business, futures introducing brokerage services, futures dealing, issuance of call (put) warrants, new financial instrument transactions, wealth management business, and trust business.
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3) The Company’s shares are listed on the Taiwan Stock Exchange.
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4) The number of employees of the Group were 1,714 and 1,716 as of December 31, 2022 and 2021, respectively.
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THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION
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These consolidated financial statements were authorized for issuance by the Board of Directors on March 8, 2023.
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APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments that came into effect as endorsed by FSC and became effective from 2022 are as follows:
| Supervisory Commission (“FSC”) New standards, interpretations and amendments that came into and became effective from 2022 are as follows: |
effect as endorsed by FSC |
|---|---|
| New Standards,Interpretations and Amendments | Effective Date by International Accounting Standards Board |
| Amendments to IFRS 3, ‘Reference to the conceptual framework’ Amendments to IAS 16, ‘ Property, plant and equipment: proceeds before intended use’ |
January 1, 2022 January 1, 2022 |
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| New Standards,Interpretations and Amendments | Effective Date by International Accounting Standards Board |
|---|---|
| Amendments to IAS 37, ‘Onerous contracts— cost of fulfilling a contract’ Annual improvements to IFRS Standards 2018–2020 |
January 1, 2022 January 1, 2022 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
1) Effect of new issuances of or amendments to IFRSs that came into effect as endorsed by the FSC but not yet adopted by the Group
New standards, interpretations and amendments endorsed by the FSC effective from 2023 are as follows:
| are as follows: | |
|---|---|
| Effective Date by | |
| International Accounting | |
| New Standards,Interpretations and Amendments | Standards Board |
| Amendments to IAS 1, ‘Disclosure of accounting policies’ | January 1, 2023 |
| Amendments to IAS 8, ‘Definition of accounting estimates’ | January 1, 2023 |
| Amendments to IAS 12, ‘Deferred tax related to assets and liabilities arising from a single transaction’ |
January 1, 2023 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| IFRSs as endorsed by the FSC are as follows: | |
|---|---|
| New Standards,Interpretations and Amendments Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ IFRS 17, ‘Insurance contracts’ Amendments to IFRS 17, 'Insurance contracts' Amendment to IFRS 17, 'Initial application of IFRS 17 and IFRS 9 - comparative information' Amendments to IAS 1, ‘ Classification of liabilities as current or non-current’ Amendments to IAS 1, ‘Non-current liabilities with covenants’ |
Effective Date by International Accounting Standards Board |
| To be determined by International Accounting Standards Board January 1, 2024 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2024 January 1, 2024 |
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The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
1) Compliance statement
The consolidated financial statements of the Group have been prepared 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.
2) Basis of preparation
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A. Except for the following items, these consolidated financial statements have been prepared under the historical cost convention:
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(A) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
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(B) Financial assets at fair value through other comprehensive income.
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(C) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligations.
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B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
3) Basis of consolidation
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A. Basis for preparation of consolidated financial statements:
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(A) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
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(B) Intercompany transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
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(C) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
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(D) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.
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(E) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss, on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
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B. Subsidiaries included in the consolidated financial statements:
| Name of Investor |
Main Business Name of Subsidiary Activities President Futures Corp. (President Futures) Futures brokerage and dealer President Capital Management Corp. (President Capital Management) Securities investment consulting President Securities (HK) Ltd.(President Securities (HK)) (Note 1) Securities dealer, brokerage, underwriting and consulting President Insurance Agency Corp. (President Insurance Agency) Insurance Agent PSC Venture Capital Investment Company Limited (President Venture Capital) Consultation of investment management and venture capital; other unprohibited or unrestricted businesses beyond the permit President Wealth Management(HK) Ltd.(President Wealth Management (HK)) (Note 1) Wealth management President Securities (Nominee) Ltd. (President Securities (Nominee)) (Note 1) Nominee Service |
Ownership (%) | Ownership (%) |
|---|---|---|---|
| December 31,2022 96.69% 100% 100% 100% 100% 100% 100% |
December 31,2021 | ||
| The Company 〃〃〃〃〃〃 |
96.69% 100% 100% 100% 100% 100% 100% |
- Note 1: The dissolution and liquidation of President Securities (HK), President Wealth Management (HK), and President Securities (Nominee) was approved by the Board of Directors in March 2022.
4) Classification of current and non-current items
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A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
(A) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;
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(B) Assets held mainly for trading purposes;
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(C) Assets that are expected to be realized within twelve months from the balance sheet date;
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- (D) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.
-
B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
(A) Liabilities that are expected to be paid off within the normal operating cycle;
-
(B) Liabilities arising mainly from trading activities;
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(C) Liabilities that are to be paid off within twelve months from the balance sheet date;
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(D) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
-
-
5) Translation of foreign currency transactions
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A. Foreign currency translation and presentation
- Items included in the consolidated financial statements of the Group are measured using the currency of the primary economic environment in which the Group operates (the “functional currency”). Functional currency and bookkeeping currency of the Company and its domestic subsidiaries are all New Taiwan Dollars; functional currency and bookkeeping currency of overseas subsidiaries-President Securities (HK), President Wealth Management (HK), and President Securities (Nominee) are Hong Kong Dollars. The consolidated financial statements are presented in New Taiwan Dollars.
-
B. Foreign currency transactions and balances
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Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.
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Monetary assets and liabilities denominated in foreign currencies are translated by the closing exchange rate at balance sheet date. The closing exchange rate is determined by the market exchange rate. Non-monetary assets and liabilities denominated in foreign currencies which are carried at historical cost are translated by the exchange rates prevailing at the original transaction date. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are retranslated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income.
-
-
C. Translation of foreign operations The operating results and financial position of all the group entities, associates and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
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- (A) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
- (B) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
- (C) All resulting exchange differences are recognized in other comprehensive income.
-
6) Cash and cash equivalents
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A. In the consolidated statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with banks, and other short-term highly liquid investments.
-
B. Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
-
7) Financial assets and financial liabilities at fair value through profit or loss
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A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortized cost or fair value through other comprehensive income.
-
B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognized and derecognized using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value and recognizes the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognizes the gain or loss in profit or loss.
-
D. The Group recognizes the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
-
8) Financial assets at fair value through other comprehensive income
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A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognize changes in fair value in other comprehensive income and debt instruments which meet all of the following criteria:
-
(a)The objective of the Group’s business model is achieved both by collecting contractual cash flows and selling financial assets; and
-
(b)The assets’ contractual cash flows represent solely payments of principal and interest.
-
-
B. On a regular way purchase or sale basis, available-for-sale financial assets are recognized and derecognized using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. The Group subsequently measures the financial assets at fair value:
- (A) The changes in fair value of equity investments that were recognized in other comprehensive income are reclassified to retained earnings and are not reclassified
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to profit or loss following the derecognition of the investment. Dividends are recognized as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
- (B) Except for the recognition of impairment loss, interest income and gain or loss on foreign exchange which are recognized in profit or loss, the changes in fair value of debt instruments are taken through other comprehensive income. When the financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.
-
9) Notes and accounts receivable, other receivables and margin loans receivable
-
A. Accounts and notes receivable and margin loans receivables entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.
-
B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
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10) Bonds sold under repurchase agreements and bonds purchased under resale agreements Bond transactions under repurchase or resale agreements are stated at the amount of actual payment or receipt. When transactions of bonds with a condition of resale agreements occur, the actual payment or receipt shall be recognized in ‘bonds purchased under resale agreements’ under current assets. When transactions of bonds with a condition of repurchase agreements occur, the actual payment or receipt shall be recognized in ‘bonds sold under repurchase agreements’ under current liabilities. Any difference between the actual payment/receipt and predetermined redemption (repurchase) price is recognized in interest income or interest expense.
-
11) Impairment of financial assets
For debt instruments measured at fair value through other comprehensive income, at each reporting date, the Group recognizes the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognizes the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Group recognizes the impairment provision for lifetime ECLs.
-
12) Derecognition of financial instruments
-
A. Derecognition of financial assets
The Group derecognizes a financial asset when one of the following conditions is met:
-
(A) The contractual rights to receive cash flows from the financial asset expire.
-
(B) The contractual rights to receive cash flows from the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.
273
-
(C) The contractual rights to receive cash flows of the financial asset have been transferred; however, the Group has not retained control of the financial asset.
-
B. Derecognition of financial liabilities
-
A financial liability is derecognized when the obligation under the liability specified in the contract is discharged or cancelled or expires.
13) Offsetting financial instruments
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Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.
-
14) Investments accounted for under the equity method-associates
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A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognized at cost.
-
B. The Group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred statutory/constructive obligations or made payments on behalf of the associate.
-
C. When changes in an associate’s equity that are not recognized in profit or loss or other comprehensive income of the associate and such changes not affecting the Group’s ownership percentage of the associate, the Group recognizes its share of change in equity of the associate in ‘capital reserve’ in proportion to its ownership.
-
D. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
E. When there are objective evidences of impairment, at balance sheet date, the Group considers the whole investment carrying amount as single asset, and compares its recoverable amount (value in use or fair value less costs of disposal) with the carrying amount, to test its impairment. Value in use is determined by the present value of the Group’s share of the expected future cash flow from the associates. If the recoverable amount is less than its carrying amount, an impairment loss should be recognized. The loss will not be allocated to any of the components (including goodwill), which comprise the carrying amount of the investment. An impairment loss recognized in
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prior periods shall be reversed if circumstances of impairment no longer exist or have decreased.
15) Property and equipment
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A. Property and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.
-
B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
C. Land is not depreciated. Other property and equipment are subsequently measured using the cost model and depreciated using the straight-line method to allocate their cost over their estimated useful lives.
-
D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property and equipment are as follows:
| Buildings Equipment Leasehold improvements |
Useful lives |
|---|---|
| 5~50 years 3~10 years 3~5 years |
- E. When an asset is sold or retired, the cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is included in current operations.
16) Leasing arrangements (lessee) - right-of-use assets/ lease liabilities
-
A. Leases are recognized as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of low value assets, lease payments are recognized as an expense on a straightline basis over the lease term.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are mainly comprised of fixed payments.
-
The Group subsequently measures the lease liability at amortized cost using the interest method and recognizes interest expense over the lease term. The lease liability is
275
remeasured and the amount of remeasurement is recognized as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
-
C. At the commencement date, the right-of-use asset is stated at cost comprising mainly the amount of the initial measurement of lease liability.
-
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognized as an adjustment to the right-of-use asset.
17) Investment property
-
A. Investment property of the Group is the property held either to earn long-term rental income or for capital appreciation or for both.
-
B. Part of the property may be held by the Group for self-use purpose and the remaining are used to generate rental income or capital appreciation. If the property held by the Group can be sold individually, then the accounting treatment should be made respectively. If each part of the property cannot be sold individually and the self-use proportion is not material, then the property is deemed as investment property in its entirety.
-
C. When the future economic benefit related to the investment property is highly likely to flow into the Group and the costs can be reliably measured, the investment property shall be recognized as assets. When the future economic benefit generated from subsequent costs is highly likely to flow into the entity and the costs can be reliably measured, the subsequent expenses of the assets shall be capitalized. All maintenance cost are recognized in profit or loss as incurred.
-
D. Investment property is subsequently measured using the cost model. Depreciated cost is used to calculate amortization expense after initial measurement. The depreciation method, remaining useful life and residual value should apply the same rules as applicable for property and equipment.
18) Intangible assets
-
A. The cost of computer software is amortized using the straight-line method over the useful lives based on acquisition cost, with an amortization period of 4 years.
-
B. Membership in a foreign futures exchange is stated at acquisition cost and has an indefinite useful life as it was assessed to generate continuous net cash inflow in the foreseeable future. It is not amortized, but is tested annually for impairment.
-
C. In accordance with IFRS 3 ‘Business combinations’ as endorsed by FSC, goodwill arises when the acquisition cost exceeds the fair value of identifiable assets and liabilities of the consolidated subsidiary on the consolidation date. The goodwill arising from the consolidated subsidiary is included in the intangible asset. Goodwill is tested
276
annually for impairment and any impairment loss will be recognized when impairment occurs. Impairment losses on goodwill are not reversed.
19) Impairment of non-financial assets
-
A. The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.
-
B. The recoverable amounts of goodwill, intangible assets with an indefinite useful life and intangible assets that have not yet been available for use are evaluated periodically. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognized in profit or loss shall not be reversed in the following years.
-
C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is expected to benefit from the synergies of the business combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.
20) Financial liabilities at fair value through profit or loss
-
A. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorized as financial liabilities held for trading unless they are designated as hedges.
-
B. At initial recognition, the Group measures the financial liabilities at fair value. All related transaction costs are recognized in profit or loss. The Group subsequently measures these financial liabilities at fair value with any gain or loss recognized in profit or loss.
-
21) Contingent liabilities
-
Contingent liability is a possible obligation that arises from past event, whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. Or it could be a present obligation as a result of past event but the payment is not probable or the amount cannot be measured reliably. The Group did not recognize any contingent liabilities but made appropriate disclosure in compliance with relevant regulations.
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22) Employee benefits
- A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service.
- B. Termination benefits
Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employee. The Group recognized expense as it can no longer withdraw an offer of termination benefit or it recognizes relating restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.
-
C. Pensions
-
(A) Defined contribution plans
Effective July 1, 2005, the Group established the defined contribution plan for employees of R.O.C. nationality. The employees have the option to participate in the New Plan. Under the New Plan, the Company contributes monthly an amount equivalent to 6% of employees’ salaries to the employees’ personal pension accounts with the “Bureau of Labor Insurance”. Benefits accrued under the New Plan are portable upon termination of employment. Net defined benefit asset can only be recognized when there is a cash refund or elimination in the future accrued pension liabilities.
-
(B) Defined benefit plans
-
a. In a defined benefit plan, the pension paid is determined based on the amount that an employee shall receive upon retirement, which could vary with age, work seniority and salary compensations. The Group recognizes the accrued pension obligations in the consolidated balance sheet based on the net amount of actuarial present value of defined benefit obligation less the fair value of fund, which is adjusted with the net of past service cost recognized as liabilities. Defined benefit obligation is assessed annually using projected unit credit method by the actuary. The present value of the defined benefit obligation is determined using the market yield of government bonds of a currency and term consistent with the currency and term of the employment benefit obligations.
-
b. Remeasurement arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.
278
-
D. Employees’ remuneration and directors’ remuneration
-
Employees’ and directors’ remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.
23) Revenues and expenses
-
The Group’s revenues and expenses are recognized as incurred, which mainly include:
-
A. Gains (losses) on sale of securities, securities brokerage fees, and commissions on brokerage and trading are recognized on the transaction date.
-
B. Underwriting fees and related service charges: application fees are recognized upon collection; underwriting fees and service charges are recognized when the contract is completed.
-
C. Gains (losses) on futures contracts: The margin of futures transaction is recognized as cost. Costs and expenses are recognized as incurred.
-
D. Operating expenses: operating expenses refer to required expenses invested in the Group’s operations, which primarily include employee benefit expense, depreciation and amortization, and other business and administrative expenses.
-
24) Income tax
-
A. Current income tax
- Income tax payable (refundable) is calculated on the basis of the tax laws enacted in the countries where a company operates and generates taxable income. Except for the transactions or other matters directly recognized in other comprehensive income or equity, in which cases the related income taxes in the period are recognized in other comprehensive income or directly derecognized from equity, all the others should be recognized as income or expense for the period.
-
B. Deferred income tax
- Deferred income tax assets and liabilities are measured based on the tax rate of the anticipated period that the future assets realization or the liabilities settlement requires, which is based on the effective or existing tax rate at the consolidated balance sheet date. The carrying amounts and temporary differences of assets and liabilities included in the consolidated balance sheet are calculated using the balance sheet method and recognized as deferred income tax. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit (loss). Deferred income tax assets are recognized only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized. If the future taxable income is probable to provide unused
279
loss carryforwards or deferred income tax credit which can be realized in the future, the proportion of realization is deemed as deferred income tax asset.
-
C. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions for income tax liabilities where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
-
D. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.
25) Share capital
-
A. Incremental costs directly attributable to the issuance of new shares are shown as a deduction, net of tax, from equity. Dividends from common stocks are recognized as equity in the financial period in which they are approved by the Company’s shareholders. If the date of dividends declared is later than the consolidated balance sheet date, common stocks are disclosed in the subsequent events.
-
B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.
26) Earnings per share
-
A. Earnings per share is calculated by dividing net income by the weighted average number of shares outstanding during the year after taking into consideration the retroactive effect of stock dividends and capital reserve capitalized.
-
B. When the Group calculates earnings per share, basic earnings per share and diluted earnings per share for all potential ordinary shares shall all be disclosed in accordance with IAS 33 “Earnings per share”.
280
27) Operating segments
The Group’s operating segments are reported in a manner consistent with the internal reports provided to the Chief Operating Decision-Maker. The Group’s performance of segment profit (loss) is assessed based on the profit (loss) before tax, but not segment income, assets and liabilities. The Chief Operating Decision-Maker is responsible for allocating resources and assessing performance of the operating segments.
-
CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY
-
1) As the consolidated financial statements of the Group may be affected by the adoption of accounting policy, accounting estimate and assumption, the Group’s management shall properly exercise its professional judgement, estimates, and assumptions on the information of the key risks that is obtained from other resources and could affect the carrying amounts of financial assets and liabilities in the next fiscal year while adopting critical accounting policies as stated in Note 4. Estimates and assumptions of the Group are the best estimates made in compliance with IFRSs as endorsed by the FSC. Estimates and assumptions are made based on past experience and other factors (including the influence of COVID 19) deemed relevant; however, the actual results may differ from the estimates. The Group evaluates the estimates and assumptions on an ongoing basis and recognizes the adjustment of the estimates only in the period which is affected by the adjustment. If the adjustment simultaneously affects both the current and future periods, it should be recognized in both periods.
-
2) Relevant information on key assumptions to be made in the future, key sources of assumption uncertainty made at balance sheet date, and assumptions and estimates that may cause key risks that could affect the carrying amounts of financial assets and liabilities are as follows:
-
A. Fair value of financial instruments
- Financial instruments with no active market or quoted price use valuation technique to determine the fair value. Under such condition, fair value is assessed through the observable information or models of similar financial instruments. If there is no observable input available in a market, the fair value of financial instrument is assessed through appropriate assumptions. When valuation models are adopted to determine the fair value, all the models should be calibrated to ensure that the output can actually reflect actual information and market price. Models should try to take only observable information as much as possible.
-
B. Expected credit losses
-
For financial assets, the measurement of expected credit losses uses complex models and multiple assumptions. These models and assumptions take into account future macro-economic conditions and credit behaviors of borrowers (e.g. probability of
281
customer default and loss). Please refer to Note 12(2) for detailed information on parameters, assumptions, and estimation methods used in measuring expected credit losses and disclosure of the sensitivity of credit loss to the aforementioned factors. The measurement of expected credit losses according to applicable accounting rules involves significant judgement in several areas, for example:
(A)The criteria used to judge whether there is significant increase in credit risk.
(B)The selection of appropriate models and assumptions for measuring expected credit losses.
For judgements and estimations of the above expected credit losses, please refer to Note 12(2).
- C. Impairment assessment on investment accounted for under the equity method
When there are impairment indicators that show the investments accounted for under the equity method are impaired and the carrying amount can no longer be recovered, the Group will assess the impairment of the investment. The Group assesses its share of the recoverable amount which is based on the discounted value of expected cash flow, and assess the reasonableness of relevant assumptions, including revenue growth rate, operating profit margin, net profit margin, financial forecast, and discount rate.
- D. Impairment assessment of goodwill
The periodic impairment assessment of goodwill includes allocation of assets, liabilities, and goodwill to brokerage segment, and determines the recoverable amount based on brokerage segment’s present value of expected future cash flow. The periodic assessment also analyzes reasonableness of relevant assumptions, including expected future trading volumes, market share, segment’s operating profit margin, and discount rates.
6. DETAILS OF SIGNIFICANT ACCOUNTS
1) Cash and cash equivalents
| rates. AILS OF SIGNIFICANT ACCOUNTS Cash and cash equivalents |
||
|---|---|---|
| Petty cash Checking deposits Current deposits: Deposits denominated in NTD Deposits denominated in foreign currencies Time deposits Total |
December 31,2022 150 $ 533,970 565,586 1,432,460 3,662,407 6,194,573 $ |
December 31,2021 |
| 168 $ 1,032,994 872,588 1,452,113 2,399,149 |
||
| 5,757,012 $ |
As of December 31, 2022 and 2021, the annual interest rates of time deposits, including foreign time deposits were 0.335%~5.150%, and 0.05%~2.70%, respectively.
282
2) Financial assets at fair value through profit or loss
December 31, 2022 December 31, 2021
| December 31,2022 | December 31,2021 |
|---|---|
| Current items: Financial assets mandatorily measured at fair value through profit or loss: Security lending Security lending 208 $ Valuation adjustment of security lending 45) ( Subtotal 163 Open-ended funds, money market instruments and securities investment by brokers Open-ended mutual funds beneficiary 156,336 Exchange-traded funds 36,450 Subtotal 192,786 Valuation adjustment of open-ended funds, money market instruments and securities investment by brokers 2,653) ( Total 190,133 Trading securities-dealer Listed (TSE and OTC) stocks 2,701,353 Government bonds 850,036 Corporate bonds 1,575,767 Convertible corporate bonds 487,753 Emerging stocks 156,736 Overseas stocks 3,838,545 Exchange-traded funds 2,375,510 Unlisted stocks 138,121 Subtotal 12,123,821 Valuation adjustment of trading securities - dealer 107,376) ( Total 12,016,445 Trading securities-underwriter Listed (TSE and OTC) stocks 2,122 $ Convertible corporate bonds 728,535 Subtotal 730,657 Valuation adjustment of trading securities - underwriter 58,520 Total 789,177 |
- $ - |
| - | |
| 92,360 15,914 |
|
| 108,274 14,250 |
|
| 122,524 | |
| 6,599,789 1,494,196 2,648,112 365,393 222,266 9,145,908 966,526 77,907 |
|
| 21,520,097 310,603 |
|
| 21,830,700 | |
| 184,916 $ 493,640 |
|
| 678,556 121,471 |
|
| 800,027 |
283
| December 31,2022 Trading securities-hedging Listed (TSE and OTC) stocks 2,758,422 $ Convertible corporate bonds 3,371,436 Warrants 24,283 Overseas stocks 190,309 Exchange traded funds 7,320 Subtotal 6,351,770 Valuation adjustment of trading securities - hedging 287,674) ( Total 6,064,096 Options bought-futures 11,935 Futures guarantee deposits receivable 5,318,882 Derivative financial instrument assets-OTC 5,037 Total 24,395,868 $ December 31,2022 Non-current items: Financial assets mandatorily measured at fair value through profit or loss: Trading securities - dealer - government 49,779 $ Unlisted stocks 2,609 Others 35,000 Subtotal 87,388 Valuation adjustment of trading securities 11,895 Total 99,283 $ |
December 31,2022 |
|---|---|
| 5,454,491 $ 32,692 16,108 196,726 2,992 |
|
| 5,703,009 304,525 |
|
| 6,007,534 | |
| 26,510 | |
| 4,780,970 | |
| 14,724 | |
| 33,582,989 $ |
|
| December 31,2021 | |
| 49,973 $ 2,609 15,000 |
|
| 67,582 9,142 |
|
| 76,724 $ |
-
a. For the years ended December 31, 2022 and 2021, net realized and unrealized gains (losses) on financial assets and liabilities at fair value through profit or loss amounted to ($115,169) and $3,960,906 respectively.
-
b. Details of the Group’s financial assets at fair value through profit or loss pledged to others as collateral are provided in Note 8.
-
c. Information relating to credit risk is provided in Note 12(2).
-
3) Financial assets at fair value through other comprehensive income
| Current items: Equity instruments: Trading securities-dealer Listed (TSE and OTC) stocks Valuation adjustment of trading securities - dealer Subtotal |
December 31,2022 189,812 $ 109,338 299,150 |
December 31,2021 189,812 $ 220,393 410,205 |
|---|---|---|
284
| December31,2022 Debt instruments: Trading securities-dealer Overseas bonds 2,317,088 $ Valuation adjustment of trading securities - dealer 118,456) ( Subtotal 2,198,632 Total 2,497,782 $ December31,2022 Non-current items: Equity instruments Unlisted stocks 37,565 $ Valuation adjustment of trading securities 1,142,342 Total 1,179,907 $ |
December31,2021 |
|---|---|
| - $ - |
|
| - | |
| 410,205 $ |
|
| December31,2021 | |
| 37,565 $ 1,100,191 |
|
| 1,137,756 $ |
- a. The Group has elected to classify stocks investments that are considered to be strategic investments and receive steady dividend as financial assets at fair value through other comprehensive income. The fair value of such investments amounts to $1,479,057 and $1,547,961 as at December 31, 2022 and 2021, respectively.
| a. The Group has elected to classify stocks investments that are considered to be strategic investments and receive steady dividend as financial assets at fair value through other comprehensive income. The fair value of such investments amounts to $1,479,057 and $1,547,961 as at December 31, 2022 and 2021, respectively. |
a. The Group has elected to classify stocks investments that are considered to be strategic investments and receive steady dividend as financial assets at fair value through other comprehensive income. The fair value of such investments amounts to $1,479,057 and $1,547,961 as at December 31, 2022 and 2021, respectively. |
a. The Group has elected to classify stocks investments that are considered to be strategic investments and receive steady dividend as financial assets at fair value through other comprehensive income. The fair value of such investments amounts to $1,479,057 and $1,547,961 as at December 31, 2022 and 2021, respectively. |
a. The Group has elected to classify stocks investments that are considered to be strategic investments and receive steady dividend as financial assets at fair value through other comprehensive income. The fair value of such investments amounts to $1,479,057 and $1,547,961 as at December 31, 2022 and 2021, respectively. |
a. The Group has elected to classify stocks investments that are considered to be strategic investments and receive steady dividend as financial assets at fair value through other comprehensive income. The fair value of such investments amounts to $1,479,057 and $1,547,961 as at December 31, 2022 and 2021, respectively. |
|---|---|---|---|---|
| b. Amounts recognized in profit or loss and other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below: Equity instruments at fair value through other comprehensive income Year ended December31,2022 Year ended December31,2021 Fair value change recognised in other comprehensive income - parent company 69,100) ($ 475,001 $ Fair value change recognised in other comprehensive income - non-controlling interest 196 11,835 Total (68,904) $ 486,836 $ Dividend income recognised in profit or loss Held at end of period 34,609 $ 31,915 $ Debt instruments at fair value through other comprehensive income Year ended December31,2022 Year ended December31,2021 Fair value change recognised in other comprehensive income 126,051) ($ - $ Cumulative other comprehensive income reclassified to profit or loss Interest income recognised in profit or loss 26,163 $ - $ |
||||
| Fair value change recognised in other comprehensive income - parent company Fair value change recognised in other comprehensive income - non-controlling interest Total Dividend income recognised in profit or loss Held at end of period Debt instruments at fair value through other comprehensive income |
69,100) ($ 196 (68,904) $ 34,609 $ Year ended December31,2022 |
475,001 $ 11,835 486,836 $ 31,915 $ Year ended December31,2021 |
||
| Fair value change recognised in other comprehensive income Cumulative other comprehensive income reclassified to profit or loss Interest income recognised in profit or loss |
126,051) ($ 26,163 $ |
- $ - $ |
-
c. Details of the Group’s financial assets at fair value through other comprehensive income pledged to others as collateral are provided in Note 8.
-
d. Information relating to credit risk is provided in Note 12(2).
285
4) Bonds purchased under resale agreements
| Foreign bonds | December 31,2022 December 31,2021 - $ 27,401 $ |
|---|---|
The above bonds purchased under resale agreements as of December 31, 2022 and 2021 were due within one year and were contracted to be repurchased at the agreed-upon price plus interest charge on the specific date after the transaction. The total repurchase amounts were $0 and $27,424, respectively, and the annual interest rates in every currency were shown as follows:
Currency December 31, 2022 December 31, 2021 Foreign Currency (USD) - 0.3375%
5) Margin loans receivable
Margin loans receivable were secured by the securities purchased by customers under margin loans. The annual interest rate was 6.4%.
6) Customer margin account
| Customer margin account | ||
|---|---|---|
| Bank deposit Futures clearing house Other futures commission merchant Securities Total |
December 31,2022 14,648,460 $ 3,713,648 2,420,946 201 20,783,255 $ |
December 31, 2021 |
| 15,444,698 $ 3,837,326 2,053,066 442 |
||
| 21,335,532 $ |
The difference between the customer margin deposits accounts and futures traders’ equity as of December 31,2022 and 2021 were outlined below:
| December 31,2022 | December 31,2022 | December 31, 2021 | December 31, 2021 | ||
|---|---|---|---|---|---|
| Customer margin deposits accounts | $ | 20,783,255 |
$ | 21,335,532 |
|
| Futures trading margins receivable | 2 | 45 | |||
| Add: Early customer margin deposits | 9,962 | 15,106 | |||
| Less: Service fee income pending for transfer | ( | 11,628) |
( | 11,180) |
|
| Futures exchange tax pending for transfer | ( | 872) |
( | 835) |
|
| Net interest income pending for transfer | ( | 6,920) |
( | 1,580) |
|
| Temporary receipts | ( | 10,213) | ( | 8,914) |
|
| Futures traders' equity | $ | 20,763,586 | $ | 21,328,174 |
286
7) Accounts receivable
| Accounts receivable | |||||
|---|---|---|---|---|---|
| December 31,2022 | December 31,2021 | ||||
| Accounts receivable - related parties | $ | 1,195 | $ | 1,147 | |
| Accounts receivable - non related parties | |||||
| Settlement price receivable-brokers | $ | 8,317,064 |
$ | 14,272,345 |
|
| Settlement price receivable-dealer | 87,067 | 392,802 |
|||
| Accounts receivable-international bonds | 757,711 | 137,269 |
|||
| Spot exchange receivable, foreign currencies | 47,624 |
- | |||
| Interest receivable | 315,061 |
336,711 | |||
| Settlement price | 438,735 | 1,350,480 | |||
| Others | 178,348 |
238,828 | |||
| Subtotal | 10,141,610 |
16,728,435 | |||
| Less: Allowance for uncollectable accounts | ( | 659) |
( | 742) |
|
| Total | $ | 10,140,951 | $ | 16,727,693 |
- A. The ageing analysis of accounts receivable that were past due but not impaired is as follows:
| follows: | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Accounts receivable Accounts receivable - related parties Accounts receivable - non related parties Total Accounts receivable Accounts receivable - related parties Accounts receivable - non related parties Total |
December 31,2022 | |||||||||||
| Up to 30 days |
31 to 90 days |
91 to 180 days |
181 days to 12 months |
More than 12 months |
Total | |||||||
| 1,195 $ 9,837,104 9,838,299 $ |
- $ 46,581 46,581 $ |
- $ - $ 52,096 95,860 52,096 $ 95,860 $ December 31,2021 |
- $ 109,969 109,969 $ |
1,195 $ 10,141,610 |
||||||||
| 10,142,805 $ |
||||||||||||
| Up to 30 days |
31 to 90 days |
91 to 180 days |
181 days to 12 months |
More than 12 months |
Total | |||||||
| 1,147 $ 16,407,215 16,408,362 $ |
- $ 48,077 48,077 $ |
- $ 93,910 93,910 $ |
- $ 116,288 116,288 $ |
- $ 62,945 62,945 $ |
1,147 $ 16,728,435 |
|||||||
| 16,729,582 $ |
Note : The above ageing analysis was based on invoice date.
- B. Information relating to credit risk is provided in Note 12(2).
8) Other receivables
| Other receivables | ||||||
|---|---|---|---|---|---|---|
| December | 31,2022 | December | 31,2021 | |||
| Interest receivable | $ | 31,085 |
$ | 6,960 |
||
| Others | 29,378 | 27,182 | ||||
| Subtotal | 60,463 | 34,142 | ||||
| Less: Allowance for uncollectible accounts | ( | 355) |
( | 853) |
||
| Total | $ | 60,108 | $ | 33,289 |
Information relating to credit risk is provided in Note 12(2).
287
9) Other current assets
| Other current assets | ||||
|---|---|---|---|---|
| December 31,2022 | December 31,2021 | |||
| Pending settlements | $ | 196,758 |
$ | 1,208,513 |
| Pledged time deposits | 400,000 |
521,021 | ||
| Deposits-in for foreign | ||||
| currency securities | 808,290 |
1,884,425 | ||
| Underwriting share proceeds | ||||
| collected on behalf of customers | 249,404 |
5,243,851 | ||
| Amounts held for each customer | ||||
| in the account | 265,926 |
97,996 |
||
| Others | 30,583 | 6,240 | ||
| Total | $ | 1,950,961 |
$ | 8,962,046 |
10) Transfer of financial assets
-
A. During the Group’s activities, the transferred financial assets that do not meet derecognition conditions are mainly debt instruments with purchase agreements or debt instruments lent out in accordance with securities borrowing and lending agreement. The cash flow of the contract has been transferred and related liabilities of transferred financial assets that will be repurchased at a fixed price in the future have been reflected. The Group may not use, sell or pledge the transferred financial assets during the valid period of the transaction. The financial assets were not derecognized as the Group is still exposed to interest rate risk and credit risk.
-
B. Financial assets that do not meet the derecognition conditions and related financial liabilities are analysed below:
| liabilities are analysed below: | liabilities are analysed below: | |
|---|---|---|
| December 31,2022 | Carrying amount of related financial liabilities |
|
| Financial assets category Carrying amount of transferred financial assets Financial assets measured at fair value through profit or loss Repurchase agreement 4,814,535 $ Financial assets measured at fair value through other comprehensive income Repurchase agreement 2,198,632 December 31,2021 |
Carrying amount of transferred financial assets |
|
| 4,738,787 $ 2,226,637 Carrying amount of related financial liabilities |
||
| Financial assets category Financial assets measured at fair value through profit or loss Repurchase agreement |
Carrying amount of transferred financial assets |
|
| 10,016,623 $ |
9,643,040 $ |
288
11) Offsetting financial assets and financial liabilities
-
A. The Group has transactions that are or are similar to net settled master netting arrangements but do not meet the offsetting criteria, i.e. derivative financial instruments, resale and repurchase agreements. If one party breaches the contract, the counterparty can choose to use net settlement for the above transactions.
-
B. The offsetting of financial assets and financial liabilities are set as follows:
-
(1) Financial assets
| (1) Financial assets | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Derivative financial instruments Description |
Gross amounts of recognised financial assets |
- $ 5,037 $ December 31, 2021 December 31,2022 Gross amounts of recognised financial liabilities set off in the balance sheet Net amounts of financial assets presented in the balance sheet |
Financial instruments Cash collateral received 5,037 $ - $ Not set off in the balance sheet |
Net amount | ||||||
| Financial instruments |
||||||||||
| 5,037 $ |
5,037 $ |
- $ |
||||||||
| Derivative financial instruments Bonds purchased under resale agreements Total Description |
Gross amounts of recognised financial assets |
Gross amounts of recognised financial liabilities set off in the balance sheet |
Net amounts of financial assets presented in the balance sheet |
Financial instruments Cash collateral received 2,467 $ - $ 27,334 - 29,801 $ - $ Not set off in the balance sheet |
Net amount | |||||
| Financial instruments |
||||||||||
| 14,257 $ 27,401 41,658 $ |
- $ - - $ |
14,257 $ 27,401 41,658 $ |
2,467 $ 27,334 29,801 $ |
11,790 $ 67 |
||||||
| 11,857 $ |
289
(2) Financial liabilities
| December 31,2022 | December 31,2022 | December 31,2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Derivative financial instruments Bonds sold under respurchase agreements Total Description |
Gross amounts of recognised financial liabilities |
- $ 8,320 $ - 4,718,843 - $ 4,727,163 $ December 31,2021 Gross amounts of recognised financial assets set off in the balance sheet Net amounts of financial liabilities presented in the balance sheet |
Financial instruments Cash collateral received 5,037 $ - $ 4,718,843 - 4,723,880 $ - $ Not set off in the balance sheet |
Net amount | ||||||
| Financial instruments |
||||||||||
| 8,320 $ 4,718,843 4,727,163 $ |
5,037 $ 4,718,843 4,723,880 $ |
3,283 $ - |
||||||||
| 3,283 $ |
||||||||||
| Derivative financial instruments Bonds sold under repurchase agreements Total Description |
Gross amounts of recognised financial liabilities |
Gross amounts of recognised financial assets set off in the balance sheet |
Net amounts of financial liabilities presented in the balance sheet |
Financial instruments Cash collateral received 2,467 $ - $ 6,598,995 - 6,601,462 $ - $ Not set off in the balance sheet |
Net amount | |||||
| Financial instruments |
||||||||||
| 2,467 $ 6,598,995 6,601,462 $ |
- $ - - $ |
2,467 $ 6,598,995 6,601,462 $ |
2,467 $ 6,598,995 6,601,462 $ |
- $ - |
||||||
| - $ |
290
12) Investments accounted for under the equity method
| nvestments accounted for under the equity method | ||
|---|---|---|
| Uni-President Asset Management Corp. Jin Yuan President Securities Co., Ltd. |
December 31,2022 748,080 $ 2,764,018 3,512,098 $ |
December 31,2021 |
| 760,787 $ 2,363,197 |
||
| 3,123,984 $ |
-
A. The Group’s share of its associates’ profits or losses recognized in long-term equity investment accounted for under the equity method for the years ended December 31, 2022 and 2021 were ($97,702) and $78,359, respectively.
-
B. The Group holds 42.49% of the equity of Uni-President Asset Management Corp., making it the single largest shareholder of the company, while the other equity is mainly held by the other 17 shareholders. Half of the voting rights of the shareholders attending the shareholders meeting exceeds the voting rights of the Group, and the Group does not take an active role in the management of the company. This shows that the Group has no actual ability to direct relevant activities. The Group has no control over Uni-President Asset Management Corp., but has significant influence over it.
-
C. The financial information of the Group’s principal associates is summarized as follows:
-
(a) The basic information of the associates that are material to the Group is as follows:
| Companyname | Princial place of businesss |
Nature of relationship Shareholdingratio |
Nature of relationship Shareholdingratio |
Methods of measurement |
|---|---|---|---|---|
| Uni-President Asset Management Corp. Jin Yuan President Securities Co., Ltd. (Note) |
Taipei city Xiamen |
December 31, 2022 |
December 31, 2021 42.49% Associate 49% Associate |
Equity method Equity method |
| 42.49% 49% |
Note: The Company participated in the cash capital increase of Jin Yuan President Securities Co., Ltd. in proportion to shareholdings in the third quarter of 2022.
291
- (b) The summarized financial information of the associates that are material to the Group is as follows:
Balance sheet
| Balance sheet | |
|---|---|
| December 31,2022 Current assets 944,707 $ Non-current assets 784,976 Current liabilities 334,677) ( Non-current liabilities 57,145) ( Total net assets 1,337,861 $ Share in associate net assets 568,558 $ Goodwill and others 179,522 Carrying amount of the associate 748,080 $ Uni-President Asset |
December 31,2021 Management Corp. |
| 1,105,200 $ 761,113 433,586) ( 64,962) ( 1,367,765 $ 581,265 $ 179,522 760,787 $ |
Current assets Non-current assets Current liabilities Non-current liabilities Total net assets Share in associate net assets Carrying amount of the associate
| Jin Yuan President | Securities Co.,Ltd. |
|---|---|
| December 31,2022 6,937,077 $ 233,398 1,491,521) 38,100) 5,640,854 $ 2,764,018 $ 2,764,018 $ |
December 31,2021 |
| 8,438,646 $ 317,940 3,852,030) ( 81,706) ( 4,822,850 $ 2,363,197 $ 2,363,197 $ |
Statement of comprehensive income
==> picture [232 x 15] intentionally omitted <==
----- Start of picture text -----
Uni-President Asset Management Corp.
----- End of picture text -----
Revenue
Profit for the period from continuing operations Other comprehensive income (loss) - net of tax Total comprehensive income (loss) Dividends received from associates
| Year ended December 31,2022 |
Year ended December 31,2021 |
|
|---|---|---|
| 1,269,129 $ 435,683 $ 4,577 440,260 $ 199,809 $ |
1,411,480 $ 536,134 $ 68,517 604,651 $ 99,039 $ |
292
Statement of comprehensive income
| Statement of comprehensive income | ||
|---|---|---|
| Jin Yuan President | Securities Co.,Ltd. | |
| Year ended December | Year ended December | |
| 31,2022 | 31,2021 | |
| Revenue | 119,529 $ |
291,581 $ |
| Loss for the period from continuing | ||
| operations | 577,258) ($ |
305,071) ($ |
| Total comprehensive income (loss) | 577,258) ($ |
305,071) ($ |
13) Property and equipment
| Property and equipment | |||||||
|---|---|---|---|---|---|---|---|
| January1 | Year ended December | 31,2022 | Total | ||||
| Land | Buildings | Equipment | Leasehold improvements |
||||
| Cost Accumulated depreciation and impairment Total January 1 Additions Disposal Reclassifications Depreciation December 31 December 31 |
1,680,129 $ - 1,680,129 $ 1,680,129 $ - - - - 1,680,129 $ Land |
1,110,116 $ 488,075) ( 622,041 $ 622,041 $ 2,701 - 34,671 39,352) ( 620,061 $ Buildings |
313,717 $ 177,406) ( 136,311 $ 136,311 $ 101,862 4) ( 133,157 77,150) ( 294,176 $ Equipment |
35,121 $ 26,474) ( 8,647 $ 8,647 $ 1,631 - 9,581 4,583) ( 15,276 $ Leasehold improvements |
3,139,083 $ 691,955) ( 2,447,128 $ 2,447,128 $ 106,194 4) ( 177,409 121,085) ( 2,609,642 $ Total |
||
| Cost Accumulated depreciation and impairment Total January1 |
1,680,129 $ - 1,680,129 $ |
47,035 $ 31,759) ( 15,276 $ 31,2021 |
3,367,963 $ 758,321) ( 2,609,642 $ Total |
||||
| Land | Buildings | Equipment | Leasehold improvements |
||||
| Cost Accumulated depreciation and impairment Total January 1 Additions Disposal Reclassifications Depreciation December 31 |
1,680,129 $ - 1,680,129 $ 1,680,129 $ - - - - 1,680,129 $ |
1,098,380 $ 455,178) ( 643,202 $ 643,202 $ 924 - 12,443 34,528) ( 622,041 $ |
277,347 $ 158,858) ( 118,489 $ 118,489 $ 50,927 57) ( 19,180 52,228) ( 136,311 $ |
39,669 $ 27,777) ( 11,892 $ 11,892 $ 555 - 750 4,550) ( 8,647 $ |
3,095,525 $ 641,813) ( 2,453,712 $ 2,453,712 $ 52,406 57) ( 32,373 91,306) ( 2,447,128 $ |
293
| December 31 | Land | Buildings | Equipment | Leasehold improvements |
Total | |
|---|---|---|---|---|---|---|
| Cost Accumulated depreciation and impairment Total |
1,680,129 $ - 1,680,129 $ |
1,110,116 $ 488,075) ( 622,041 $ |
313,717 $ 177,406) ( 136,311 $ |
35,121 $ 26,474) ( 8,647 $ |
3,139,083 $ 691,955) ( 2,447,128 $ |
-
A. No interest was capitalized for property and equipment for the years ended December 31, 2022 and 2021.
-
B. The information on property and equipment pledged or restricted as of December 31, 2022 and 2021 is described in Note 8.
-
- -
14) Leasing arrangements lessee
-
A. The Group leases various assets including buildings, machinery and equipment, business vehicles and multifunction printers. Rental contracts are typically made for periods of 1 to 10 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
-
B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| Buildings Transportation equipment (Business vehicles) Office equipment (Photocopiers) Total Buildings Transportation equipment (Business vehicles) Office equipment (Photocopiers) Total |
December 31,2022 | December 31, 2021 | ||
|---|---|---|---|---|
| CarryingAmount | Carrying Amount | |||
| 141,233 $ 16,576 7,748 165,557 $ Year ended December 31,2022 |
176,182 $ 19,011 9,428 204,621 $ Year ended December 31,2021 |
|||
| Depreciation charge | Depreciation charge | |||
| 86,236 $ 6,655 2,748 95,639 $ |
86,568 $ 6,725 2,661 95,954 $ |
- C. For the years ended December 31, 2022 and 2021, the additions to right-of-use assets amounted to $66,442 and $98,263, respectively.
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- D. The information on income and expense accounts relating to lease contracts is as follows:
| Year | ended December | Year | ended December | |
|---|---|---|---|---|
| Items affecting profit or loss | 31, 2022 | 31, 2021 | ||
| Interest expense on lease liabilities | $ | 1,234 |
$ | 1,618 |
| Expense on short-term lease contracts | 4,241 | 1,682 |
||
| Expense on variable lease payment | 100 |
3,485 |
-
E. For the years ended December 31, 2022 and 2021, the Group’s total cash outflow for leases amounted to $98,631 and $96,804, respectively.
-
F. The Group has applied the practical expedient to “Covid-19-related rent concessions”, and recognized the other gains or losses from changes in lease payments arising from the rent concessions amounting to $156 and $104, respectively, by decreasing rent expense for the years ended December 31, 2022 and 2021.
15) Leasing arrangements – lessor
-
A. The Group leases various assets including office and parking space. Rental contracts are typically made for periods of 1 to 5 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
-
B. For the years ended December 31, 2022 and 2021, the Group recognized rent income in the amount of $17,980 and $18,113, respectively, based on the operating lease agreement, which does not include variable lease payments.
-
C. The maturity analysis of the lease payments under the operating leases is as follows:
| 2022 2023 2024 Total |
December 31, 2022 | December 31,2021 | |
|---|---|---|---|
| - $ 18,299 4,850 23,149 $ |
17,752 $ 22,424 4,312 44,488 $ |
16) Investment property
| January1 Cost Accumulated depreciation and impairment Total January 1 Depreciation December 31 December 31 Cost Accumulated depreciation and impairment Total |
Year ended December 31, | 2022 |
|---|---|---|
| Land Buildings Total 198,099 $ 107,076 $ 305,175 $ - 36,773) ( 36,773 ( 198,099 $ 70,303 $ 268,402 $ 198,099 $ 70,303 $ 268,402 $ - 2,100) ( 2,100 ( 198,099 $ 68,203 $ 266,302 $ Land Buildings Total 198,099 $ 107,076 $ 305,175 $ - 38,873) ( 38,873 ( 198,099 $ 68,203 $ 266,302 $ |
Total | |
| 266,302 $ |
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==> picture [481 x 192] intentionally omitted <==
----- Start of picture text -----
Year ended December 31, 2021
January 1 Land Buildings Total
Cost $ 198,099 $ 107,076 $ 305,175
Accumulated depreciation and impairment - ( 34,672) ( 34,672)
Total $ 198,099 $ 72,404 $ 270,503
January 1 $ 198,099 $ 72,404 $ 270,503
Depreciation - ( 2,101) ( 2,101)
December 31 $ 198,099 $ 70,303 $ 268,402
December 31 Land Buildings Total
Cost $ 198,099 $ 107,076 $ 305,175
Accumulated depreciation and impairment - ( 36,773) ( 36,773)
Total $ 198,099 $ 70,303 $ 268,402
----- End of picture text -----
A. For the years ended December 31, 2022 and 2021, rental income from the lease of the investment property were $16,661 and $17,115 respectively, and direct operating expenses arising from the investment property were $3,667 and $3,579, respectively.
- B. Details of fair value of investment property are provided in Note 12(5).
17) Intangible assets
| ntangible assets | |||||
|---|---|---|---|---|---|
| January1 | Year ended December 31,2022 | ||||
| Computer software |
Goodwill | Customer relationships and others Total 89,929 $ 405,273 $ 54,199) ( 209,805) ( 35,730 $ 195,468 $ 35,730 $ 195,468 $ - 51,645 - 56,564 19) ( 57,171) ( 35,711 $ 246,506 $ Customer relationships and others Total 89,929 $ 493,966 $ 54,218) ( 247,460) ( 35,711 $ 246,506 $ |
|||
| Cost Accumulated amortization and impairment Total January 1 Additions Reclassifications Amortization December 31 December 31 |
273,340 $ 155,606) ( 117,734 $ 117,734 $ 51,645 56,564 57,152) ( 168,791 $ Computer software |
42,004 $ - 42,004 $ 42,004 $ - - - 42,004 $ Goodwill |
|||
| Cost Accumulated amortization and impairment Total |
362,033 $ 193,242) ( 168,791 $ |
42,004 $ - 42,004 $ |
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Year ended December 31, 2021
==> picture [471 x 301] intentionally omitted <==
----- Start of picture text -----
Customer
Computer relationships
January 1 sofware Goodwill and others Total
Cost $ 196,733 $ 42,004 $ 89,929 $ 328,666
Accumulated amortization
and impairment ( 122,720) - ( 54,181) ( 176,901)
Total $ 74,013 $ 42,004 $ 35,748 $ 151,765
January 1 $ 74,013 $ 42,004 $ 35,748 $ 151,765
Additions 46,025 - - 46,025
Reclassifications 35,375 - - 35,375
Amortization ( 37,679) - ( 18) ( 37,697)
December 31 $ 117,734 $ 42,004 $ 35,730 $ 195,468
Customer
Computer relationships
December 31 software Goodwill and others Total
Cost $ 273,340 $ 42,004 $ 89,929 $ 405,273
Accumulated amortization
and impairment ( 155,606) - ( 54,199) ( 209,805)
Total $ 117,734 $ 42,004 $ 35,730 $ 195,468
----- End of picture text -----
-
A. No interest was capitalized for intangible assets for the years ended December 31, 2022 and 2021.
-
B. Goodwill and customer relationships were acquired through acceptance of transfer of the securities brokerage business of Standard Chartered (Taiwan) Bank's retail banking business, and were all allocated to the Group’s brokerage segment.
-
C. The recoverable amount of goodwill was periodically determined based on its value in use. Calculations of value in use after-tax cash flow projections are based on financial budgets approved by the management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below.
The recoverable amount calculated based on the value in use exceeded the carrying amount, thus the goodwill was not impaired. The key assumptions used for calculation of value in use are as follows:
| Growth rate Discount rate |
Brokerage Segment Year ended December 31,2022 0.00% 13.26% |
Brokerage Segment Year ended December 31,2021 0.00% 12.03% |
|---|---|---|
Management determined the growth rate based on past performance and its expectations of market development. The discount rates were based on the weighted average financing cost rates determined by the Company’s capital asset pricing model. The discount rates also reflect specific risks related to relevant operating segments.
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18) Other non-current assets
| December 31,2022 | December 31,2022 | December | December | 31,2021 | |||
|---|---|---|---|---|---|---|---|
| Operation guaranteed deposits | $ | 655,000 |
$ | 655,000 |
|||
| Clearing and settlement fund | 316,017 |
337,108 | |||||
| Refundable deposits | 196,823 |
283,144 | |||||
| Deferred expenses | 131 | 14,572 |
|||||
| Prepaid pension expenses | 77,193 | 1,042 |
|||||
| Prepayment for equipment | 62,098 |
94,823 | |||||
| Overdue receivables | 8,224 |
12,517 | |||||
| Others | 2,500 | 2,500 |
|||||
| 1,317,986 | 1,400,706 | ||||||
| Less: Allowance for | |||||||
| uncollectible accounts | ( | 8,224) |
( | 12,517) |
|||
| Total | $ | 1,309,762 | $ | 1,388,189 | |||
| Short-term loans | |||||||
| December 31, 2022 | December | 31,2021 | |||||
| Unsecured loans | $ | 275,000 | $ | 590,000 |
19) Short-term loans
As of December 31, 2022 and 2021, the interest rates of short-term loans, including foreign interest rates were 1.700% and 0.790%, respectively.
20) Commercial papers payable
| Commercial papers payable | |||||
|---|---|---|---|---|---|
| December 31, 2022 | December 31,2021 | ||||
| Face value | $ | 5,830,000 |
$ | 8,650,000 |
|
| Less: discount on commercial papers | payable | ( | 2,569) | ( | 1,442) |
| Total | $ | 5,827,431 |
$ | 8,648,558 |
As of December 31, 2022 and 2021, the interest rates of commercial papers, including foreign interest rates were 1.250%~1.400% and 0.320%~0.500%, respectively.
21) Financial liabilities at fair value through profit or loss - current
| December 31,2022 | December 31,2022 | December 31,2021 | December 31,2021 | |||
|---|---|---|---|---|---|---|
| Covering bonds | $ | - |
$ | 148,560 |
||
| Valuation adjustment on covering bonds | - | ( | 270) |
|||
| Subtotal | - | 148,290 | ||||
| Liabilities on sale of borrowed securities | ||||||
| - hedged | 1,769,451 | 408,629 | ||||
| Valuation adjustment on liabilities on | ||||||
| sale of borrowed securities - hedged | ( | 47,847) |
16,664 | |||
| Liabilities on sale of borrowed securities | ||||||
| - non-hedged | 6,668,328 | 4,294,538 | ||||
| Valuation adjustment on liabilities on sale | ||||||
| of borrowed securities - non-hedged | ( | 912,064) | 404,442 | |||
| Subtotal | 7,477,868 | 5,124,273 |
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| December 31,2022 | December 31,2021 | December 31,2021 | |||
|---|---|---|---|---|---|
| Issuance of call ( put ) warrants | 8,388,823 | 12,925,747 | |||
| Loss (Gain) on price fluctuation | ( | 3,700,001) | ( | 500,708) | |
| Market value (A) | 4,688,822 | 12,425,039 | |||
| Warrants redeemed | ( | 6,461,030) |
( | 12,258,180) |
|
| Loss (Gain) on price fluctuation | 2,084,404 | 729,365 | |||
| Market value (B) | ( | 4,376,626) | ( | 11,528,815) | |
| Warrants - net (A+B) | 312,196 |
896,224 | |||
| Options sold - TAIFEX | 3,970 |
8,029 | |||
| Outstanding Liability for Issuance of ETNs | 971,128 | 1,678,161 |
|||
| Valuation adjustment on outstanding | |||||
| Liability for Issuance of ETNs | ( | 198,830) |
( | 106,307) |
|
| Subtotal | 772,298 | 1,571,854 |
|||
| Derivative financial liabilities - OTC | 590,988 | 423,932 | |||
| Total | 9,157,320 $ |
$ | 8,172,602 |
Among the warrants issued by the Group, except for contract-based warrants which are Europeanstyle warrants, all other warrants are American-style warrants. Warrants are stated as liabilities for issuance of warrants at issuance price prior to expiration. Upon repurchase of warrants after issuance, the repurchased amounts are recognized as warrants repurchase and charged as a deduction to liabilities for issuance of warrants. The warrants have six to twelve months exercise period from the date of issuance. The issuer has the option to settle either by cash or stock delivery. 22) Bonds sold under repurchase agreements
| Bonds sold under repurchase agreements | ||
|---|---|---|
| Government bonds Corporate bonds Bank debentures International bonds Foreign bonds Total |
December 31, 2022 919,875 $ 1,001,131 100,408 225,167 4,718,843 6,965,424 $ |
December 31, 2021 |
| 1,623,147 $ 500,119 300,000 620,779 6,598,995 |
||
| 9,643,040 $ |
The above bonds sold under repurchase agreements as of December 31, 2022 and 2021 were due within one year and were contracted to be repurchased at the agreed-upon price plus interest charge on the specific date after the transaction. The total repurchase amounts were $7,016,989 and $9,648,756, respectively, and the annual interest rates in every currency were shown as follows:
| on the specific date after the transaction. The total repurchase amounts $9,648,756, respectively, and the annual interest rates in every currency were |
were $7,016,989 a shown as follows: |
|---|---|
| Currency December 31,2022 NTD 0.72%~1.22% Foreign currencies (Note) 1.40%~4.80% Note :Foreign currencies include AUD, EUR, USD, GBP and RMB. |
December 31,2021 |
| 0.17%~0.32% -0.70%~3.61% |
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23) Accounts payable
| 23) | Accounts payable | ||
|---|---|---|---|
| 24) 25) |
Other payables Other financial liabilities-current Settlement accounts payable - brokered trading Settlement proceeds Settlement accounts payable - operating Settlement accounts payable - foreign bonds Spot exchange payable, foreign currencies Others Total Salary and bonus payable Employees' and directors' remuneration payable Others Total Equity-linked notes (ELN) - Options Principal guaranteed notes (PGN) - fixed income Total |
December 31,2022 7,705,822 $ 1,252,785 935,022 703,424 47,566 207,775 10,852,394 $ December 31,2022 952,907 $ 49,470 579,830 1,582,207 $ December 31,2022 - $ 2,784,086 2,784,086 $ |
December 31,2021 15,695,459 $ 785,772 1,404,454 121,943 - 330,584 |
| 18,338,212 $ |
|||
| December 31, 2021 | |||
| 1,706,135 $ 195,823 725,965 |
|||
| 2,627,923 $ |
|||
| December 31,2021 | |||
| 84,000 $ 4,899,139 |
|||
| 4,983,139 $ |
The Group deals in equity-linked products and combines fixed income instruments with call or put options. These products are categorized into ELN (Equity-Linked Notes) and PGN (Principal Guaranteed Notes). On trade date, the contracted amounts are collected in full from the counterparties. The payout amount on maturity will depend on the price fluctuation of the instruments linked to these contracts and be calculated as trading price less option strike price on maturity. All the linked products are financial instruments under the supervision of the SFB (Securities and Futures Bureau).
26) Other liabilities-non-current
| Other liabilities-non-current | ||||
|---|---|---|---|---|
| Guarantee deposits received Net defined benefit obligation Total |
December 31,2022 | December 31,2021 | ||
| 7,056 $ 872 7,928 $ |
6,594 $ 62,691 69,285 $ |
27) Pension plan
A. Defined benefit plans
(A) The Group has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to
300
retirement. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. The Group contributes monthly an amount which ranges between 2.0% and 7.2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the supervisory committee of workers' retirement reserve fund, and with Cathay United Bank, under the name of the management committee of employees’ retirement fund. Also, the Group would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method, to the employees expected to be qualified for retirement next year, the Group will make contributions to cover the deficit by next March.
(B) The amounts recognized in the balance sheet are as follows:
| Net present value of defined benefit liabilities Fair value of plan assets Net defined benefit (assets) liabilities |
December 31,2022 December 31, 2021 721,282 $ 846,969 $ 797,603) ( 785,320) ( 76,321) ($ 61,649 $ |
|---|---|
(C) Movements in net defined benefit liabilities (assets) are as follows:
| Year ended December 31,2022 | Present value of defined benefit obiligations |
Fair value of plan assets |
Net defined benefit liabilities (assets) |
||
|---|---|---|---|---|---|
| Balanced at January 1 Current service cost Interest expense (income) Remeasurements: Returned on plan assets(excluding amounts included in interest income or expense) Change in financial assumptions Experience adjustments Pension fund contribution Paid pension Balanced at December 31 |
846,969 $ 3,336 4,261 854,566 - 4,832) ( 51,164) ( 55,996) ( - 77,288) ( 77,288) ( 721,282 $ |
785,320) ($ - 3,948) ( 789,268) ( 46,653) ( - - 46,653) ( 38,970) ( 77,288 38,318 797,603) ($ |
61,649 $ 3,336 313 65,298 46,653) ( 4,832) ( 51,164) ( 102,649) ( 38,970) ( - 38,970) ( 76,321) ($ |
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| Net defined | Net defined | ||||||
|---|---|---|---|---|---|---|---|
| Present value of | benefit | ||||||
| defined benefit | Fair value of | liabilities | |||||
| Year ended December 31,2021 | obiligations | plan assets | (assets) | ||||
| Balanced at January 1 | $ | 829,660 |
($ | 840,673) |
($ | 11,013) |
|
| Current service cost | 3,994 | - |
3,994 | ||||
| Interest expense (income) | 2,489 | ( | 2,522) |
( | 33) | ||
| 836,143 | ( | 843,195) |
( | 7,052) | |||
| Remeasurements: | |||||||
| Returned on plan assets(excluding amounts included in interest income or expense) |
- |
( | 8,863) |
( | 8,863) |
||
| Change in demographic assumptions | 725 |
- | 725 | ||||
| Change in financial assumptions | ( | 14,083) |
- | ( | 14,083) |
||
| Experience adjustments | 147,968 |
- | 147,968 | ||||
| 134,610 | ( | 8,863) | 125,747 | ||||
| Pension fund contribution | - |
( | 57,046) |
( | 57,046) |
||
| Paid pension | ( | 123,784) | 123,784 | - | |||
| ( | 123,784) |
66,738 | ( | 57,046) | |||
| Balanced at December 31 | $ | 846,969 |
785,320) ($ |
$ | 61,649 |
(D) The Bank of Taiwan was commissioned to manage the Fund of the Group’s defined benefit pension plan in accordance with the Fund’s annual investment and utilization plan and “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilization of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator.
The Group has no right to participate in managing and operating that fund and hence the Group is unable to disclose the classification of plan asset fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2022 and 2021 is given in the Annual Labor Retirement Fund Utilization Report published by the government. In addition, for retirement fund deposits with Cathay United Bank, under the name of the management committee of employees’ retirement fund, the fund invests in time deposit accounts under Cathay United Bank.
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(E) The principal actuarial assumptions used were as follows:
| Year ended | Year ended | |
|---|---|---|
| December 31, 2022 | December 31,2021 | |
| Discount rate | 1.30%~1.50% | 0.50%~0.60% |
| Future salary increases | 2.00%~3.50% | 2.00%~3.00% |
Assumptions regarding future mortality rate are set based on the Taiwan Standard Ordinary Experience Mortality Table (2021) for the years ended December 31, 2022 and 2021.Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
==> picture [448 x 112] intentionally omitted <==
----- Start of picture text -----
Discount rate Future salary increases
Increase 0.25% Decrease 0.25% Increase 0.25% Decrease 0.25%
December 31, 2022
Effect on present value of
defined benefit obligation ($ 13,755) $ 14,154 $ 12,063 ($ 11,804)
December 31, 2021
Effect on present value of
defined benefit obligation ($ 16,776) $ 17,279 $ 14,821 ($ 14,490)
----- End of picture text -----
-
(F) Pension fund contribution plans to pay $33,242 for the year ended December 31, 2023.
-
B. Defined contribution plans:
Effective from July 1, 2005, the Group established a defined contribution plan pursuant to the “Labor Pension Act”, which covers employees with R.O.C. nationality and those who chose or are required to apply the “Labor Pension Act”. The contributions are made monthly based on not less than 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The payment of pension benefits is based on the employees’ individual pension fund accounts and the cumulative profit in such accounts. The employees can choose to receive such pension benefits monthly or in lump sum. The pension costs under defined contribution pension plans of the Group for the years ended December 31, 2022 and 2021 were $81,369 and $83,469, respectively.
- C. President Securities (HK), President Wealth Management (HK), and President Securities (Nominee) have defined benefit pension plans in accordance with local laws, and recognized the current pension expenses by contributing to the accrued pension assets. President Securities (HK) recognized pension expenses of $6,292 and $1,662, respectively, for the years ended December 31, 2022 and 2021.
28) Equity
-
A. Common stock
-
(A) As of December 31, 2022, the Company’s authorized capital was $15,000,000 with a par value of $10 (in dollars) per share. As of December 31, 2022 and 2021, the common stocks issued and the outstanding common stocks were all 1,455,831 thousand shares.
303
Movements in the number of the Company’s ordinary shares outstanding are as follows:
| January 1 Stock dividends December 30 |
(Expressed in thousands) Year ended December 31, 2022 Year ended December 31,2021 1,455,831 1,399,838 - 55,993 1,455,831 1,455,831 |
|---|---|
The Group was approved by the Board of Directors on March 23, 2021 and the shareholders’ meeting resolved on July 20, 2021 to increase capital with an undistributed surplus of 559,935, and issue 55,993 thousand ordinary shares with a par value of $10 per share. The capital increase base date is at September 1, 2021, the total issued share capital after the capital increase was $14,558,313, divided into 1,455,831 thousand shares, each with a denomination of $10 per share.
B. Capital reserve
| December 31, 2022 December 31, 2021 |
Sharepremium | Treasury share transactions |
Expired stock options |
Difference between consideration and carrying amount of subsidiaries acquired or disposed |
Total | ||||
|---|---|---|---|---|---|---|---|---|---|
| 24,663 $ 24,663 $ |
65,675 $ 65,675 $ |
483 $ 483 $ |
440 $ 440 $ |
91,261 $ 91,261 $ |
Pursuant to the R.O.C. Company Law, capital reserve arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided it should not exceed 10% of the paid-in capital each year. Capital reserve should not be used to cover accumulated deficit unless the legal reserve is insufficient.
C. Legal reserve
Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the balance of the reserve exceeds 25% of the Company’s paid-in capital.
D. Special reserve
In accordance with the “Rules Governing the Administration of Securities Firms”, 20% of the current year's earnings, after paying all taxes and offsetting prior years' operating losses, and plus the items other than the after-tax net profit for the period, that are included in the unappropriated
304
earnings of the period, if any, shall be set aside as special reserve until the cumulative balance equals the total amount of paid-in capital. The special reserve shall be used exclusively to cover accumulated deficit or to increase capital and shall not be used for any other purpose. Such capitalization shall not be permitted unless the Company had already accumulated a special reserve of at least 25% of its paid-in capital stock and only quarter of such special reserve may be capitalized.
In accordance with the regulations, the Company shall set aside an equivalent amount of special reserve from accumulated unappropriated retained earnings of the current year based on the decreased amount of equity. If there is any subsequent reversal of the decrease in equity, the earnings may be distributed based on the reversal proportion.
In accordance with Jing-Guan-Zheng-Chuan Letter No. 10500278285 dated August 5, 2016, securities firms should set aside 0.5% to 1% of net income after tax as special reserve, upon the distribution of earnings from 2016 to 2018. From fiscal year 2017, special reserve as mentioned above may be reversed based on an amount equal to employees’ transformation training expenditure, transfer and arrangement expenditure arising from the development of Fintech. Further, according to Jing-Guan-Zheng-Chuan Letter No. 1080321644 dated July 10, 2019, securities firms are no longer required to set aside special reserve starting from 2019. And the special reserve, within the balance of special reserve set aside in the previous years, could be reversed at the same amount for the aforementioned expenditures.
29) Unappropriated earnings and dividends policy
-
A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall be used to pay all taxes and offset prior years’ operating losses first, and then set aside as legal reserve, accounted for as 10% of the remaining amount, and special reserve, accounted for as 20% of the remaining amount. Upon provision or reversal of special reserve in accordance with the law, any remaining amount together with unappropriated earnings at beginning of the period shall be distributed according to the following resolution adopted at the stockholders’ meeting: Distribution shall not be made if the balance of distributable earnings is less than 5% of paid-in capital.
-
B. In addition, the total amount of dividends declared every year shall be at least 70% of distributable earnings, of which stock dividends shall be at least 50% and cash dividends shall be lower than 50%.
-
C. The Company may determine a better proportion of cash and stock dividends distribution based on its actual operating conditions and capital utilization plan for the following year.
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- D. The earnings distribution for 2021 and 2020 as resolved by the Board of Directors on June 23, 2022 and July 20, 2021. Details are as follows.
| Amount Dividends per share (in dollars) Provision of legal reserve 390,101 $ Provision of special reserve 780,203 Reversal of special reserve (Note) 3,413) ( Cash dividends 2,751,521 1.89 $ Stock dividends - - Total 3,918,412 $ Year ended December 31, 2022 |
Amount Dividends per share (in dollars) 376,735 $ 721,503 7,620) ( 2,099,757 1.50 $ 559,935 0.40 3,750,310 $ Year ended December 31, 2021 |
|---|---|
-
Note: Special reserve was provided for employees’ transition for financial technology development according to Jing-Guan-Zheng-Chuan Letter No. 1080321644 and can be reversed for employees’ transition.
-
E. The earnings distribution for 2022 as resolved by the Board of Directors on March 8, 2023 is set forth below:
| orth below: | |||
|---|---|---|---|
| Provision of legal reserve Provision of special reserve Cash dividends Total |
Year ended December 31,2022 | ||
| Amount | Dividends per share (in dollars) |
||
| 81,278 $ 162,557 567,774 811,609 $ |
0.39 $ |
30) Brokerage handling fee revenue
| Revenues from brokered trading - TWSE Revenues from brokered trading - OTC Revenues from brokered trading - Futures Others Total |
Year ended December 31,2022 |
Year ended December 31,2021 |
||
|---|---|---|---|---|
| 1,705,981 $ 559,912 884,067 128,202 3,278,162 $ |
3,161,522 $ 880,732 824,097 160,878 5,027,229 $ |
306
31) Revenues from underwriting business
Revenues from underwriting securities on a firm commitment basis Others Total
| Year ended | Year ended | ||
|---|---|---|---|
| December 31,2022 | December 31,2021 | ||
| $ | 54,137 |
$ | 61,104 |
| 32,328 |
42,931 |
||
| $ | 86,465 | $ | 104,035 |
32) Net gain (loss) on sale of operating securities
| Dealers: -TAIEX -OTC -Overseas trading -Dealings of non-listed securities Subtotal Underwriters: -TAIEX -OTC Subtotal Hedging: -TAIEX -OTC -Overseas trading Subtotal Total |
Year ended December 31,2022 |
Year ended December 31,2021 |
|---|---|---|
| 1,344,995) ($ 158,417) ( 292,708) ( - 1,796,120) ( 22,207 36,833 59,040 1,207,720) ( 282,485) ( 1,541) ( 1,491,746) ( 3,228,826) ($ |
4,193,183 $ 486,511 201,478) ( 1,500 4,479,716 20,564 135,272 155,836 3,998,363 68,918 28,210 4,095,491 8,731,043 $ |
33) Interest income
| Interest income from margin loans Interest income from bonds Others Total |
Year ended December 31,2022 |
Year ended December 31,2021 |
|
|---|---|---|---|
| 740,032 $ 149,628 53,875 943,535 $ |
890,511 $ 274,506 33,189 1,198,206 $ |
307
34) Net valuation gain (loss) on operating securities at fair value through profit or loss
| Year ended | Year ended | |||
|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | |||
| Gain (loss) on sale of securities - dealer | ($ | 285,124) |
($ | 1,090,619) |
| Gain (loss) on sale of securities - underwriting | ( | 62,951) |
71,558 |
|
| Gain (loss) on sale of securities - hedging | ( | 592,199) |
187,434 | |
| Total | ($ | 940,274) |
($ | 831,627) |
35) Net gain (loss) on covering of borrowed securities and bonds with resale agreements - short sales
| Gain (loss) from the bond investments under resale agreements Gain (loss) from securities borrowing transactions Gain (loss) from covering Total |
Year ended December 31, 2022 Year ended December 31, 2021 103 $ 1,270) ($ 319,042 217,126) ( 163,126 36,503 482,271 $ 181,893) ($ |
|---|---|
36) Net valuation gain (loss) on borrowed securities and bonds with resale agreements-short sales at fair value through profit or loss
| air value through profit or loss | |||
|---|---|---|---|
| Net gain (loss) from issuance of call (put) warrants Valuation gain (loss) from securities borrowing transactions Valuation gain (loss) from covering Total Net gain (loss) on changes in fair value of call (put) warrant liabilities and redemption Net gain (loss) on exercise of call (put) warrants before maturity Expenses arising out of issuance of call (put) warrants Total |
Year ended December 31,2022 |
Year ended December 31,2021 |
|
| 1,324,819 $ 56,198 1,381,017 $ Year ended December 31,2022 |
325,247) ($ 12,088 313,159) ($ Year ended December 31, 2021 |
||
| 1,807,278 $ 131,769) ( 201,525) ( 1,473,984 $ |
1,193,204) ($ 1,443,684) ( 260,068) ( 2,896,956) ($ |
37) Net gain (loss) from issuance of call (put) warrants
308
38) Net gain (loss) from derivatives
| Year ended | Year ended | |||
|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | |||
| Futures contract gain (loss) | $ | 55,440 |
$ | 409,040 |
| Option trading gain (loss) | 53,547 | ( | 166,004) |
|
| OTC option trading gain (loss) | 16,713 | ( | 924,981) |
|
| Net gain (loss) on foreign exchange derivatives | 25,695 | 83,242 | ||
| Others | 6,894 |
( | 41,690) |
|
| Total | $ | 158,289 | ($ | 640,393) |
39) Expected credit impairment loss and reversal of impairment gain
| Impairment (loss) and reversal of impairment gain Recovery of bad debts Total |
Year ended December31,2022 20,944 $ 1,347 22,291 $ |
Year ended December31,2021 |
|---|---|---|
| 7,664 $ 3,312 10,976 $ |
40) Other operating income
| Year ended December 31, 2022 Income from securities lending 370,505 $ Net currency exchange gain (loss) 94,199 Handling fee revenues from funds 67,203 Others 119,139 Total 651,046 $ |
Year ended December 31,2021 |
|---|---|
| 374,310 $ 184,209 59,579 126,848 744,946 $ |
41) Handling charges
| Handling charges | |||
|---|---|---|---|
| Brokerage handling fee expense Dealer handling fee expense Refinancing processing fee expense Total |
Year ended December 31,2022 409,885 $ 138,193 2,682 550,760 $ |
Year ended December 31, 2021 |
|
| 578,187 $ 172,742 4,649 755,578 $ |
309
42) Financial costs
| Financial costs | ||||
|---|---|---|---|---|
| Year ended | Year ended | |||
| December 31,2022 | December 31,2021 | |||
| Interest expense from repurchase | ||||
| agreements | $ | 62,250 |
$ | 49,404 |
| Loans interest expense | 68,390 | 40,273 | ||
| Other interest expense | 52,692 |
11,610 |
||
| Total | $ | 183,332 | $ | 101,287 |
43) Employee benefits expense
| Employee benefits expense | |||
|---|---|---|---|
| Salaries Labor and health insurance Pension Other employee benefits Total |
Year ended December 31,2022 2,122,677 $ 166,909 91,309 135,590 2,516,485 $ |
Year ended December 31, 2021 |
|
| 3,564,613 $ 174,172 89,092 174,467 4,002,344 $ |
-
A. In accordance with the Company’s Article of Incorporation, the remainder of the year-end income before taxes less income before appropriating employees’ compensation and directors’ remuneration, if any, shall appropriate an employees’ compensation no less than 1.6% and directors’ remuneration no more than 2%. However, when the Company has an accumulated deficit, earnings to cover the deficit shall first be retained before appropriating employees’ compensation and directors’ remuneration.
-
B. For the year ended December 31, 2022 and 2021, employees’ compensation was accrued at $19,014 and $94,748, respectively; directors’ remuneration was accrued at $19,014 and $94,748, respectively. The aforementioned amounts were recognized in salary expenses.
-
C. For the years ended December 31, 2022, employees’ compensation was estimated at 2% and directors’ remuneration at 2%, based on the period-end income before taxes less income before appropriating employees’ compensation and directors’ remuneration.
-
D. The actual distributed amount of employees’ and directors’ remuneration for 2021 as resolved by the Board of Directors was in agreement with the estimates in the 2021 financial statements.
-
E. Information on the appropriation of the Company’s earnings as resolved by the Board of Directors would be posted in the “Market Observation Post System” on the Taiwan Stock Exchange official website.
44) Depreciation and amortization
| website. Depreciation and amortization |
|||
|---|---|---|---|
| Depreciation Amortization Total |
Year ended December 31,2022 218,824 $ 57,474 276,298 $ |
Year ended December 31,2021 |
|
| 189,361 $ 38,192 227,553 $ |
310
45) Other operating expenses
| Other operating expenses | ||||
|---|---|---|---|---|
| Year ended | Year ended | |||
| December 31, 2022 | December 31, 2021 | |||
| Taxes | $ | 736,328 |
$ | 1,056,966 |
| Security lending expenses | 243,737 | 179,411 |
||
| Computer information expenses | 194,045 |
181,692 | ||
| TDCC service fee | 81,298 |
134,050 | ||
| Postage | 94,919 |
93,604 |
||
| Others | 434,138 | 384,634 | ||
| Total | $ | 1,784,465 |
$ | 2,030,357 |
46) Other gains and losses
| Financial income Net gain (loss) on disposal of investments Net gain (loss) on valuation of non-operating financial instrument Net currency exchange gain (loss) Impairment loss Other non-operating revenues Total |
Year ended December 31,2022 Year ended December 31, 2021 229,971 $ 111,787 $ 7,691) ( 62,303 12,551) ( 24,318) ( 13,514 4,749) ( 15,244) ( - 165,790 178,499 373,789 $ 323,522 $ |
|---|---|
47) Income tax
- A. Income tax expense (a) Components of income tax expense:
| ome tax Income tax expense (a) Components of income tax expense: tal 373,789 $ |
373,789 $ |
373,789 $ |
323,522 $ |
|
|---|---|---|---|---|
| (b) The income tax expense relating to components of other comprehensive Year ended December 31,2022 Current tax: Current tax on profits for the periods 196,859 $ Prior year income tax underestimation (overestimation) 1,834) ( Tax on undistributed surplus - Total current tax 195,025 Deferred taxes: Temporary differences 42,431 Total deferred taxes 42,431 Income tax expense 237,456 $ Year ended December31,2022 Remeasurement of defined benefit obligations 20,530 $ |
Year ended December 31,2022 |
Year ended December 31,2021 |
||
| income is as follows: 646,792 $ 48,942 852 696,586 38,524) ( 38,524) ( 658,062 $ Year ended December31,2021 |
||||
| 20,530 $ |
25,149) ($ |
311
B. Reconciliation between income tax expense and accounting profit
| Tax calculated based on profit before tax and statutory tax rate Expenses disallowed by tax regulation Prior year income tax overestimation Tax exempt income by tax regulation Effect from Alternative Minimum Tax Tax on undistributed surplus Income tax expense |
Year ended December 31,2022 |
Year ended December 31,2021 |
|---|---|---|
| 239,111 $ 131,483) ( 1,834) ( 131,662 - - 237,456 $ |
966,498 $ 60,664) ( 48,942 722,447) ( 424,881 852 658,062 $ |
C. Amounts of deferred tax assets or liabilities as a result of temporary differences, tax losses and investment tax credits are as follows:
| Deferred tax assets: -Temporary differences: Valuation loss from financial instruments Unrealised exchange loss Pension Other Subtotal Deferred tax liabilities: -Temporary differences: Valuation gain from financial instruments Unrealised exchange gain Pension Other Subtotal Total Deferred tax assets: -Temporary differences: Valuation loss from financial instruments Unrealised exchange loss Pension Other Subtotal |
Year ended December 31,2022 | Year ended December 31,2022 | Year ended December 31,2022 | Year ended December 31,2022 | ||||
|---|---|---|---|---|---|---|---|---|
| January1 | Recognized in profit or loss |
Recognized in other comprehensive income |
December 31 | |||||
| 8,375 $ 33,566 115,133 3,513 160,587 $ 2,250) ($ - 848) ( - 3,098) ($ 157,489 $ |
450) ($ - $ 33,566) ( - 58 20,499) ( 16 - 33,942) ($ 20,499) ($ 2,250 $ - $ 9,808) ( - 639 31) ( 1,570) ( - 8,489) ($ 31) ($ 42,431) ($ 20,530) ($ Year ended December 31,2021 |
7,925 $ - 94,692 3,529 106,146 $ - $ 9,808) ( 240) ( 1,570) ( 11,618) ($ 94,528 $ |
||||||
| January1 | Recognized in profit or loss |
Recognized in other comprehensive income |
December 31 | |||||
| - $ 10,445 89,964 3,340 103,749 $ |
8,375 $ 23,121 - 173 31,669 $ |
- $ - 25,169 - 25,169 $ |
8,375 $ 33,566 115,133 3,513 160,587 $ |
312
| Deferred tax liabilities: -Temporary differences: Valuation gain from financial instruments Pension Subtotal Total |
January1 8,950) ($ 983) ( 9,933) ($ 93,816 $ |
Recognized in profit or loss Recognized in other comprehensive income 6,700 $ - $ 155 20) ( 6,855 $ 20) ($ 38,524 $ 25,149 $ Year ended December 31,2021 |
December 31 2,250) ($ 848) ( 3,098) ($ 157,489 $ |
|
|---|---|---|---|---|
-
D. As of December 31, 2021, the Company’s income tax returns have been approved by the Tax Authority until 2018 and the Subsidiary Company’s income tax returns have been approved by the Tax Authority until 2020.
-
E. With respect to the income tax returns of the Company for 2018, the Tax Authority assessed to increase income tax payable by $4,581. The Company disagreed with the assessment and had filed for administrative remedy and had recognized the income tax expense based on the assessment.
48) Earnings per share
| assessment. Earnings per share |
||||||
|---|---|---|---|---|---|---|
| Basic earnings per share Net income attributable to common shareholders Dilutive effect of common stock equivalents Employee bonus Basic earnings per share Net income attributable to common shareholders Dilutive effect of common stock equivalents Employee bonus |
Amount after tax Weighted-average outstanding common shares(In thousands) Earnings per share (In dollars) 729,368 $ 1,455,831 0.50 $ - 1,215 729,368 $ 1,457,046 0.50 $ Amount after tax Weighted-average outstanding common shares(In thousands) Earnings per share (In dollars) 4,007,435 $ 1,455,831 2.75 $ - 4,006 4,007,435 $ 1,459,837 2.75 $ Year ended December 31,2022 Year ended December 31,2021 |
|||||
| Amount after tax |
Weighted-average outstanding common shares(In thousands) |
|||||
| Amount after tax |
Weighted-average outstanding common shares(In thousands) |
|||||
| 4,007,435 $ - 4,007,435 $ |
1,455,831 4,006 1,459,837 |
2.75 $ 2.75 $ |
313
7. RELATED PARTY TRANSACTIONS
1) Names and relationships of related parties
Names of related parties Uni-President Enterprises Corp. Uni-President Asset Management Corp. President Tokyo Co., Ltd. President Tokyo Auto Leasing Co., Ltd. ScinoPharm Taiwan, Ltd. Ton Yi Industrial Corp. President Chain Store Corp. (PCSC) Presco Netmarketing Co., Ltd President Professional Baseball Team Co., Ltd. Tainan Spinning Retail And Distribution Co., Ltd. Q-WARE Systems & Services Corp. Kai Yu (BVI) Investment Co., Ltd Cayman President Holdings, Ltd. Fund managed by Uni-President Asset Management Corp.
Relationship with the Company Entity having significant influence on the Company Associate Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Security investment trust fund raised by the Uni-President Assets Management Corp.
2) Significant related party transactions and balances
A. Accounts receivable
| nificant related party transactions and balances Accounts receivable |
||||
|---|---|---|---|---|
| Other receivables Guarantee deposit received Entity having significant influence on the company: Uni-President Enterprises Corp. Other related party: ScinoPharm Taiwan, Ltd. President Chain Store Corp. (PCSC) Others Total Other related party: Others Associate: Uni-President Assets Management Corp. Other related party: President Tokyo Co., Ltd. Total |
December 31,2022 | December 31,2021 | ||
| 350 $ 336 406 103 1,195 $ December 31,2022 |
312 $ 526 207 102 1,147 $ December 31,2021 |
|||
| 14 $ December 31,2022 |
9 $ December 31,2021 |
|||
| 1,044 $ 1,418 2,462 $ |
1,044 $ 1,418 2,462 $ |
B. Other receivables
C. Guarantee deposit received
314
- D. Lease transactions lessee
-
(A) The Group leases business vehicles and multifunction printers, etc., from President Tokyo Co., Ltd. Rental contracts periods are typically 1 to 5 years. Rents are paid monthly.
-
(B) Right-of-use assets:
-
a. Acquisition of right-of-use assets
| ight-of-use assets: . Acquisition of right-of-use assets |
||||||
|---|---|---|---|---|---|---|
| . Disposition of right-of-use assets ease liabilities . Lease liabilities -current. Lease liabilities -non-currentOther related party: President Tokyo Co., Ltd. President Tokyo Auto Leasing Co., Ltd. Total Other related party: President Tokyo Co., Ltd. Other related party: President Tokyo Co., Ltd. President Tokyo Auto Leasing Co., Ltd. Total Other related party: President Tokyo Co., Ltd. President Tokyo Auto Leasing Co., Ltd. Total |
Year ended December 31,2022 |
Year ended December 31,2021 5,864 $ 3,732 9,596 $ Year ended December 31, 2021 2,601 $ December 31, 2021 7,399 $ 737 8,136 $ December 31,2021 15,343 $ 2,934 18,277 $ |
||||
| 5,392 $ - 5,392 $ Year ended December 31, 2022 |
||||||
| $ | $ | |||||
| 7,616 $ 742 |
7,399 $ 737 8,136 $ December 31,2021 |
|||||
| 8,358 $ |
||||||
| December 31,2022 | ||||||
| 12,362 $ 2,192 |
15,343 $ 2,934 18,277 $ |
|||||
| 14,554 $ |
-
b. Disposition of right-of-use assets
-
(C) Lease liabilities
-
- -
a. Lease liabilities current
-
- -
b. Lease liabilities non-current
315
c. Interest expense
| Other related party: President Tokyo Co., Ltd. President Tokyo Auto Leasing Co., Ltd. Total |
Year ended December 31,2022 Year ended December 31,2021 163 $ 195 $ 21 2 184 $ 197 $ |
|---|---|
d. Gain on lease modification
| Bonds sold under repurchase agreements Handling fee revenue Other related party: President Tokyo Co., Ltd. Other related party: Cayman President Holdings, Ltd. Entity having significant influence on the company: Uni-President Enterprises Corp. Security investment trust fund raised by the Uni-President Asset Management Corp.: Fund managed by Uni-President Asset Management Corp. Other related party: Others Total |
Year ended December 31, 2022 |
Year ended December 31, 2021 |
||
|---|---|---|---|---|
| 1 $ December 31, 2022 - $ Year ended December 31,2022 |
17 $ December 31, 2021 69,200 $ Year ended December 31,2021 |
|||
| $ 4 70,860 1,042 71,906 $ |
$ 6 70,198 1,217 71,421 $ |
E. Bonds sold under repurchase agreements
F. Handling fee revenue
Terms of handling fee revenue mentioned above are similiar to those of transactions with third parties.
316
| G. Net gain (loss) on wealth management-trust income from sales of funds The revenues were collected on a monthly basis in accordance with contract terms. H. Other operating revenue-consultation revenue I. Other operating revenue-handling fee revenues from underwriting funds The revenues were collected on a monthly basis in accordance with contract terms. J. Rent income Rental income mentioned above is derived from leasing part of the Group’s office space and business premises to various related parties and calculated as agreed by both parties. Lease payments are collected on schedule in accordance with the terms of the lease contracts. K. Revenues from underwriting business–other revenues from underwriting business Year ended December 31,2022 Year ended December 31,2021 Associates: Uni-President Assets Management Corp. 11,157 $ 6,730 $ Year ended December 31,2022 Year ended December 31,2021 Associates: Uni-President Assets Management Corp. 2,400 $ 2,400 $ Year ended December 31,2022 Year ended December 31, 2021 Associates: Uni-President Assets Management Corp. 64,420 $ 53,784 $ Period Deposit Year ended December 31,2022 Year ended December 31,2021 Associates: Uni-President Assets Management Corp. 2016.01.01~2024.03.31 1,044 $ 6,492 $ 6,490 $ Other related party: President Tokyo Co., Ltd. 2019.04.01~2024.03.31 1,418 8,942 9,061 Total 15,434 $ 15,551 $ Year ended December 31,2022 Year ended December 31,2021 Entity having significant influence on the company: Uni-President Enterprises Corp. 450 $ 600 $ |
G. Net gain (loss) on wealth management-trust income from sales of funds The revenues were collected on a monthly basis in accordance with contract terms. H. Other operating revenue-consultation revenue I. Other operating revenue-handling fee revenues from underwriting funds The revenues were collected on a monthly basis in accordance with contract terms. J. Rent income Rental income mentioned above is derived from leasing part of the Group’s office space and business premises to various related parties and calculated as agreed by both parties. Lease payments are collected on schedule in accordance with the terms of the lease contracts. K. Revenues from underwriting business–other revenues from underwriting business Year ended December 31,2022 Year ended December 31,2021 Associates: Uni-President Assets Management Corp. 11,157 $ 6,730 $ Year ended December 31,2022 Year ended December 31,2021 Associates: Uni-President Assets Management Corp. 2,400 $ 2,400 $ Year ended December 31,2022 Year ended December 31, 2021 Associates: Uni-President Assets Management Corp. 64,420 $ 53,784 $ Period Deposit Year ended December 31,2022 Year ended December 31,2021 Associates: Uni-President Assets Management Corp. 2016.01.01~2024.03.31 1,044 $ 6,492 $ 6,490 $ Other related party: President Tokyo Co., Ltd. 2019.04.01~2024.03.31 1,418 8,942 9,061 Total 15,434 $ 15,551 $ Year ended December 31,2022 Year ended December 31,2021 Entity having significant influence on the company: Uni-President Enterprises Corp. 450 $ 600 $ |
G. Net gain (loss) on wealth management-trust income from sales of funds The revenues were collected on a monthly basis in accordance with contract terms. H. Other operating revenue-consultation revenue I. Other operating revenue-handling fee revenues from underwriting funds The revenues were collected on a monthly basis in accordance with contract terms. J. Rent income Rental income mentioned above is derived from leasing part of the Group’s office space and business premises to various related parties and calculated as agreed by both parties. Lease payments are collected on schedule in accordance with the terms of the lease contracts. K. Revenues from underwriting business–other revenues from underwriting business Year ended December 31,2022 Year ended December 31,2021 Associates: Uni-President Assets Management Corp. 11,157 $ 6,730 $ Year ended December 31,2022 Year ended December 31,2021 Associates: Uni-President Assets Management Corp. 2,400 $ 2,400 $ Year ended December 31,2022 Year ended December 31, 2021 Associates: Uni-President Assets Management Corp. 64,420 $ 53,784 $ Period Deposit Year ended December 31,2022 Year ended December 31,2021 Associates: Uni-President Assets Management Corp. 2016.01.01~2024.03.31 1,044 $ 6,492 $ 6,490 $ Other related party: President Tokyo Co., Ltd. 2019.04.01~2024.03.31 1,418 8,942 9,061 Total 15,434 $ 15,551 $ Year ended December 31,2022 Year ended December 31,2021 Entity having significant influence on the company: Uni-President Enterprises Corp. 450 $ 600 $ |
G. Net gain (loss) on wealth management-trust income from sales of funds The revenues were collected on a monthly basis in accordance with contract terms. H. Other operating revenue-consultation revenue I. Other operating revenue-handling fee revenues from underwriting funds The revenues were collected on a monthly basis in accordance with contract terms. J. Rent income Rental income mentioned above is derived from leasing part of the Group’s office space and business premises to various related parties and calculated as agreed by both parties. Lease payments are collected on schedule in accordance with the terms of the lease contracts. K. Revenues from underwriting business–other revenues from underwriting business Year ended December 31,2022 Year ended December 31,2021 Associates: Uni-President Assets Management Corp. 11,157 $ 6,730 $ Year ended December 31,2022 Year ended December 31,2021 Associates: Uni-President Assets Management Corp. 2,400 $ 2,400 $ Year ended December 31,2022 Year ended December 31, 2021 Associates: Uni-President Assets Management Corp. 64,420 $ 53,784 $ Period Deposit Year ended December 31,2022 Year ended December 31,2021 Associates: Uni-President Assets Management Corp. 2016.01.01~2024.03.31 1,044 $ 6,492 $ 6,490 $ Other related party: President Tokyo Co., Ltd. 2019.04.01~2024.03.31 1,418 8,942 9,061 Total 15,434 $ 15,551 $ Year ended December 31,2022 Year ended December 31,2021 Entity having significant influence on the company: Uni-President Enterprises Corp. 450 $ 600 $ |
G. Net gain (loss) on wealth management-trust income from sales of funds The revenues were collected on a monthly basis in accordance with contract terms. H. Other operating revenue-consultation revenue I. Other operating revenue-handling fee revenues from underwriting funds The revenues were collected on a monthly basis in accordance with contract terms. J. Rent income Rental income mentioned above is derived from leasing part of the Group’s office space and business premises to various related parties and calculated as agreed by both parties. Lease payments are collected on schedule in accordance with the terms of the lease contracts. K. Revenues from underwriting business–other revenues from underwriting business Year ended December 31,2022 Year ended December 31,2021 Associates: Uni-President Assets Management Corp. 11,157 $ 6,730 $ Year ended December 31,2022 Year ended December 31,2021 Associates: Uni-President Assets Management Corp. 2,400 $ 2,400 $ Year ended December 31,2022 Year ended December 31, 2021 Associates: Uni-President Assets Management Corp. 64,420 $ 53,784 $ Period Deposit Year ended December 31,2022 Year ended December 31,2021 Associates: Uni-President Assets Management Corp. 2016.01.01~2024.03.31 1,044 $ 6,492 $ 6,490 $ Other related party: President Tokyo Co., Ltd. 2019.04.01~2024.03.31 1,418 8,942 9,061 Total 15,434 $ 15,551 $ Year ended December 31,2022 Year ended December 31,2021 Entity having significant influence on the company: Uni-President Enterprises Corp. 450 $ 600 $ |
|---|---|---|---|---|
Entity having significant influence on the company: Uni-President Enterprises Corp. |
Year ended December 31,2022 450 $ |
|||
| 600 $ |
317
L. Stock custodian income
| Entity having significant influence on the company: Uni-President Enterprises Corp. Associate: Uni-President Assets Management Corp. Other related party: ScinoPharm Taiwan, Ltd. Ton Yi Industrial Corp. President Chain Store Corp. (PCSC) Others Total |
Year ended December 31,2022 Year ended December 31,2021 4,231 $ 3,908 $ 135 134 2,298 2,547 1,248 1,271 2,583 2,478 669 667 11,164 $ 11,005 $ |
|---|---|
Terms of stock custodian income mentioned above are similar to third parties. M.Net gain (loss) from derivatives
| Net gain (loss) from derivatives | |||
|---|---|---|---|
| Other related party: Cayman President Holdings, Ltd. Kai Yu (BVI) Investment Co., Ltd Total |
Year ended December 31,2022 |
Year ended December 31,2021 |
|
| - $ - - $ |
1,360) ($ 1,290) ( 2,650) ($ |
N. Other operating expenses - equipment rental and copy expense
a. Equipment rental
| a. Equipment rental | ||||
|---|---|---|---|---|
| b. Copy expense Other related party: President Tokyo Co., Ltd. Other related party: President Tokyo Co., Ltd. |
Year ended December 31,2022 |
Year ended December 31,2021 |
||
| 20 $ Year ended December31,2022 |
18 $ Year ended December31,2021 |
|||
| 270 $ |
592 $ |
318
c. Advertising expense
| c. Advertising expense | c. Advertising expense | c. Advertising expense | c. Advertising expense | |
|---|---|---|---|---|
| Financial expense Purchases of trading securities–dealer Year ended December 31, 2022 Other related party: Presco Netmarketing Co., Ltd 11,584 $ President Professional Baseball Team Co., Ltd. 2,310 Tainan Spinning Retail and Distribution Co., Ltd. 2,000 Q-WARE Systems & Services Corp. 1,663 Others 12 Total 17,569 $ Year ended December 31,2022 Other related party: Cayman President Holdings, Ltd. 58 $ Kai Yu (BVI) Investment Co., Ltd. - Total 58 $ Ending Shares (In thousands) EndingBalance Entity having significant influence on the company: Uni-President Enterprises Corp. 72 4,795 $ Security investment trust fund raised by the Uni-President Asset Management Corp.: Fund managed by Uni-President Asset Management Corp. - 501,237 Other related parties: President Chain Store Corp. - - Others 21 358 Total 506,390 $ December 31, |
Year ended December 31, 2021 15,395 $ 2,310 2,000 - 473 20,178 $ Year ended December 31, 2021 |
|||
| 1,601 $ 2,080 3,681 $ 2022 |
||||
| Ending Shares (In thousands) |
EndingBalance | Gain(loss) 588) ($ 25,384) ( 275) ( 726 25,521) ($ |
||
| 72 - - 21 |
4,795 $ 501,237 - 358 |
|||
| 506,390 $ |
O. Financial expense
P. Purchases of trading securities – dealer
319
| Entity having significant influence on the company: Uni-President Enterprises Corp. Security investment trust fund raised by the Uni-President Asset Management Corp.: Fund managed by Uni-President Asset Management Corp. Other related parties: President Chain Store Corp. Others Total |
Ending Shares (In thousands) EndingBalance Gain(loss) 100 6,860 $ 67) ($ - 49,347 3,084 - - 367) ( 54 816 179) ( 57,023 $ 2,471 $ December 31,2021 |
|---|---|
Q. Compensation of key management personnel
The compensation of key management such as directors, general managers, vice general managers were as follows:
| were as follows: | |||||
|---|---|---|---|---|---|
| PLEDGED ASSETS The Company’s assets pledged or restricted for use were as Salary and short-term employee benefits Retirement benefits Other long-term employee benefits Termination benefits Share-based payment Total Assets December 31,2022 Financial assets at fair value through profit or loss - current: Trading securities (par value) - Corporate bonds 1,000,000 $ - Government bonds 848,100 - Overseas bonds 2,661,333 - International bonds 237,302 - Bank debentures 100,000 |
follows: Year ended December 31,2022 Year ended December 31,2021 174,260 $ 388,292 $ 1,567 1,666 - - - - - - 175,827 $ 389,958 $ December 31,2021 Purposes 500,000 $ Securities for bonds sold under repurchase agreements 1,507,300 Securities for bonds sold under repurchase agreements 7,124,566 Securities for bonds sold under repurchase agreements 623,210 Securities for bonds sold under repurchase agreements 300,000 Securities for bonds sold under repurchase agreements |
Year ended December 31,2022 |
Year ended December 31,2021 388,292 $ 1,666 - - - 389,958 $ Purposes |
||
| Securities for bonds sold under repurchase agreements Securities for bonds sold under repurchase agreements Securities for bonds sold under repurchase agreements Securities for bonds sold under repurchase agreements Securities for bonds sold under repurchase agreements |
8. PLEDGED ASSETS
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Assets December 31, 2022 December 31, 2021 Purposes Financial assets at fair value through other comprehensive income - current - Overseas bonds (par value) $ 2,400,355 $ - Securities for bonds sold under repurchase agreements Others current assets: - Pledged demand deposits 250,167 5,244,571 Collections on behalf of third parties and reimbursement for wages and stocks - Pledged time deposits 400,000 521,021 Securities for short-term loans and guarantees for issuance of commercial papers Financial assets at fair value through profit or loss - non-current: - Government bonds Trust fund deposit-out 50,000 50,000 (par value) Property and equipment - Land and buildings 1,091,048 1,096,408 Securities for short-term loans (book value) and guarantees for issuance of commercial papers Pledged time deposits (recognized in other assets - non-current) - Operating guarantee deposits 655,000 655,000 Security deposits - Refundable deposits 2,000 2,000 Security deposits
9. SIGNIFICANT COMMITMENTS
None.
10. SIGNIFICANT LOSS FROM NATURAL DISASTER
None.
11. SIGNIFICANT SUBSEQUENT EVENT
None.
12. OTHER
1) Management objective and policy of financial risks
- A. Risk management objective
The Group continually strengthens risk culture to every employee and makes sure that the Group can actively develop various businesses under a healthy and effective risk management system. At the same time, by creating value of an entity and continually increasing profit, profit maximization may be achieved within appropriate risk tolerance.
- B. Risk management system
In order to ensure the completeness of risk management system, run the balancing mechanism of risk management, and improve the division efficiency of risk management, the Group sets up “Risk Management Policy”. Such policy aims to establish internal system compliance and the guiding tools for policies communication within the Group and enable every layer of the Group engaged in different tasks to identify, evaluate, monitor, and control various risks with establishment of consistent compliance rules for risks of each business so that the risks can be controlled within the limits set in advance.
The Group’s risk management system covers risks incurred from businesses on and off the
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balance sheet, such as market risk, credit risk, liquidity risk, operating risk, legal risk, model risk, reputation risk and climate risk which are all included in the risk management.
-
C. Risk management organization
-
Risk management organization: Board of Directors, Risk Management Committee, Risk Control Office, Business units and other related segments (such as Office of Auditing, Office of General Manager, Compliance segment, Legal segment, Finance segment, Settlement segment and General Affair segment) are in charge of planning, supervising and execution.
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(A) The Board of Directors should ensure the effectiveness of risk management and be responsible for the ultimate result and the following duties:
-
a. To establish proper risk management system, operating process, and risk management culture in the Group with allocation of necessary resource for better execution and operation.
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b. Policy of risk management review
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c. Review and approval of business application, transaction authorization and risk limit.
-
-
(B) The Risk Management Committee reports to the Board of Directors and is responsible for the following:
-
a. Review risk management policy
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b. Review the highest risk tolerance
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c. Submit regular reports to the Board of Directors in relation to the risk management status of the whole Group
-
-
(C) The General Manager supervises daily risk management of the entire Group and is responsible for the following:
-
a. Supervise and monitor daily risk management of the entire Group
-
b. Approval of management exceptions
-
-
(D) Assets and Liabilities Committee reports to the General Manager and is responsible for the following:
-
a. Set up the ultimate guidelines for assets and liabilities management of the entire Group
-
b. Analyze and control the entire Group’s assets and liabilities portfolio
-
c. Approval of various businesses’ quotas
-
d. Gather and analyze information on domestic and offshore interest rate, exchange rate, prosperity fluctuation, political and economic environmental changes, and predict the financial trend in the future
-
-
(E) Risk Control Office implements risk management policy and related regulations and reports to the Risk Management Committee. Risk Control Office also reports daily risk management to the General Manager and is responsible for the following:
-
a. Establish Risk Management Policy of the entire Group
-
b. Develop effective method for measurement and risk management in an entity
-
c. Review risk management system of business units
-
d. Generate risk report through information gathering and consolidation
-
e. Analyze various business risks and report to the General Manager
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f. Report the risk management situation to the Risk Management Committee according to a meeting’s nature and needs
-
g. Carry out duties as designated by the Risk Management Committee and control risks of business units
-
-
(F) Auditing Office is responsible for the following:
-
a. Execute operating risk control
-
b. Include the risk management system into internal audit program and carry out the daily audit schedule.
-
c. Assess the effectiveness of internal control and verify the executed result.
-
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(G) Compliance segment and legal segment under the Office of General Manager are responsible for the following:
-
a. Compliance segment should make sure that the business operation and risk management system are in compliance with relevant regulations.
-
b. Legal segment is responsible for legal risk control
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c. Compliance segment also provides services of Anti-Money Laundering and Counter Terrorism Financing, including designs specification and internal control, establishes transaction monitoring, oversees the effective implementation of business units, conducts the employee training and reports any suspicion of money laundering.
-
-
(H) Finance segment is responsible for the following:
-
a. Verify the correctness of position information and reasonability of profit and loss calculation.
-
b. Control and analyze self-owned capital adequacy ratio.
-
c. Analyze the appropriateness of structures of the assets and liabilities.
-
-
(I) Business units are responsible for the following:
-
a. Set up risk management details of various businesses according to the risk management policy and other related regulations.
-
b. Provide sufficient position information and risk control information to the Risk Control Office.
-
-
(J) Settlement division is responsible for the following:
-
a. Clearing and settlement; risk control and management of margin purchase and short sale of securities.
-
b. Risk control and management of trading middle office and enforcement of rules governing risk management of business segments.
-
-
(K) General Affair segment is responsible for the following:
-
a. Verify and manage greenhouse gas.
-
b. Sustainable resources management, responsible procurement and supplier management.
-
-
D. Risk management policy
In order to ensure the completeness of risk management system, run the balancing mechanism of risk management, and improve the division efficiency of risk management, the Group sets up “Risk Management Policy”. Such policy aims to establish internal system compliance and the guiding tools for policies communication within the Group and enable every layer of the Group engaged in different tasks to identify, evaluate, monitor, and control various risks with establishment of consistent compliance rules for risks of each business so that the risks can be controlled within the limits set in advance.
Risk management processes include risk identification, risk evaluation, risk supervision and various risk control. Each kind of risk evaluations and responding strategies are described as follows:
- (A) Market risk management
The Group has implemented risk management information system (Risk Manager) in relation to market risk control. All trading positions of the Group have been included in the daily risk control system for the calculation of Value at Risk (VaR). Limit exceeding indicators are mainly the nominal principal, stop-loss, sensitivity (Greeks) and VaR. The risk management report is presented on a daily basis for implementation of regular control and limit exceeding handling procedures.
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- (B) Credit risk management
- In relation to risk control, the quantitative model of default rate adopts KMV model to calculate the default rate of issuers with credit exposure of the issuing company and the trading counterparties, and credit risk of securities disclosed in the report. The credit exposure is mitigated through regular review of credit status.
- (C) Fund liquidity risk
- Unit in charge of fund procurement regularly predicts future fund demand and supply, and consolidates company guarantee or endorsement and capital lending businesses to monitor the condition of fund procurement on a daily basis.
- (D) Settlement segment is responsible for confirming the settlement and clearing, accounts opening and the actual disbursement. Finance segment prepares vouchers based on the actual transaction evidence and compares whether the accounts and cash accounts are matched, and confirms the operating risks of accuracy of the transaction from an accounting perspective. Auditing segment is responsible for internal audit and internal control, and regularly samples and checks the performance of each unit.
- (E) Legal segment is responsible for reviewing of the Company’s various derivative financial instrument contracts, ISDA and individual account contracts, etc. and handle all legalrelated issues.
- (F) Climate risks
- The potential climate risk on investment position is estimated based on the two main risk indicators of climate risk, the physical risk and the transition risk. The Company complies with the policy guidelines set by the competent authorities and initiatives or guidelines internationally and generally recognised to enhance the quality and transparency of information disclosure.
-
E. Hedging and risk-offsetting strategy
-
(A) Policies of hedging and risk mitigating are parts of the Group’s risk management policies, and the hedging position and hedged trading position are supposed to be one portfolio, of which the gain and loss and risk information are measured on a consolidated basis.
-
(B) The overall position (hedging position and trading position) is included in the daily risk management system to calculate Value at Risk and other relevant information. Limit exceeding indicators mainly include nominal principal, stop-loss point, price sensitivity and VaR. With the presentation of daily risk magement report, routine control and limit exceeding treatment can be executed.
-
(C) The continued effectiveness of hedging and risk-offsetting strategy is measured by the gain and loss of overall position (hedging position and trading position), in order to track reasonableness of the profit or loss of hedging position and the offsetting relationship with the profit or loss of trading position, and to control them within a reasonable range.
-
-
2) Credit risk
-
A. Source and definition of credit risk
The credit risk exposure of the Group as a result of engagement in financial transactions include issuer’s credit risk, credit risk of counterparty and credit risk of underlying assets:
-
(A) Credit risk of the issuer refers to the issuers of financial debt instruments held by the Group failing to repay its obligation due to the fact that the issuer breaches the contract resulting in the risk of financial loss to the Group.
-
(B) Credit risk of counterparty refers to risk of financial loss to the Group arising from default by the counterparty of financial instruments on the settlement or payment obligation.
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-
(C) Credit risk of the underlying assets happens when the credit rating of the underlying assets linked to the financial instrument is downgraded by the rating agency or when the losses occur as a result of contract default.
-
The financial assets held by the Group which could result in credit risk include bank deposit, debt securities, derivatives transactions in OTC, bonds purchased/sold under resale/repurchase agreements, refundable deposit of securities lending, futures trade margins, other refundable deposits and receivables.
-
B. Maximum credit risk exposure and credit risk concentration
The maximum exposure to credit risk of financial assets in the consolidated balance sheet, without consideration of the collateral or other credit enhancements, is equivalent to the carrying amount. In Taiwan, the sources of credit risk of the Group are primarily resulting from cash deposited with banks or other financial institutions, debt securities issued or guaranteed by a bank, derivative instruments transaction underwritten by the Group, and all counterparties of customer margin deposits accounts being financial institutions. Credit risks of various financial assets are as follows:
- (A) Cash and cash equivalents
Cash and cash equivalents include time deposit, demand deposits and checking deposits. Correspondent institutions are mainly domestic financial institutions.
- (B) Financial assets at fair value through profit and loss -current a. Fund
The funds held by the Group are bond funds. As the positions held are not significant, credit risk is deemed low.
- b. Commercial papers
The commercial papers held by the Group are under resale agreements. As all the counterparties are financial institutions with good credit, the credit risk from counterparties is extremely low.
- c. Debt securities
Debt securities are mainly positions like government bonds, convertible corporate bonds and foreign bonds and the issuers are primarily R.O.C. government, domestic and foreign legal entities. 16% of convertible corporate bond is guaranteed by banks. Details are as follows:
- (a) Government bonds
The bonds held by the Group are mostly government bonds (inclusive of central and local government). As a whole, the credit risk of the bonds held by the Group is low.
- (b) Corporate bonds
The corporate bonds held by the Group are mainly underlying investment with good credit rating and those with rating above (S&P BB).
- (c) Convertible corporate bond
The convertible corporate bonds held by the Group are mostly issued by the domestic legal entities. The Group mitigates highly risky credit exposure of the issuers by control through Taiwan Corporate Credit Risk Index (TCRI).
- (d) Foreign bonds
The foreign bonds held by the Group are mainly underlying investment with good credit rating and those with rating above (S&P BB).
- (C) Financial assets at fair value through other comprehensive income - current The foreign government bonds held by the Group are classified as debt instruments at fair value through other comprehensive income. In general, the bonds held by the Group are with lower credit risk.
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- (D) Derivatives- futures trade margin
When engaging in futures trades in stock exchange market, the Group needs to deposit margin into a margin deposit account of a financial institution designated by the futures merchants as a guarantee to fulfil contractual obligation in the future. As a result, the credit risk is low.
- (E) Derivatives-OTC
The Group signs International Swaps and Derivatives Association (ISDA) agreements with each counterparty when engaging in OTC derivatives as an agreement regarding such transactions for both parties. In the agreement, it provides a fundamental contractual model for OTC derivative transactions. If any party breaches the contract or terminates the transactions early, then all the open interest covered in the agreement should be settled by net amount as bound in the contract. When the ISDA agreement is signed, the Credit Support Annex (CSA) is also signed. According to the CSA, collateral will be transferred from a party to the other during transaction process to mitigate the risk of counterparty in open interest. Please refer to Note 6(2).
Types of OTC derivative transactions in which the Group is engaged include structured notes and swap transaction. The counterparties are all from financial service industry and mainly located in Taiwan, United States, and United Kingdom.
-
(F) Bonds investment under a resale agreement Bonds sold under a resale agreement are the bonds that the client sold to the Group at a price, interest rate, length of period as agreed by two parties and the client shall repurchase the bonds at the specified price upon maturity. The Group needs to assume credit risk from counterparties when underwriting such business, as the payment being delivered to the other party. With consideration of good collateral obtained, the net of credit risk exposure from counterparties can be effectively reduced. As all the counterparties are financial institutions with good credit rating, the credit risks from counterparties are extremely low. Please refer to Note 6(4).
-
(G) Margin loans receivable
-
Margin loans receivable are the loans provided to the client in order to process businesses of margin trading and short sale using the securities purchased through financing as collateral. The Group monitors the clients’ margin ratio through information system on a daily basis. As the margin ratio of margin trading is set at 130% according to Regulations Governing the Conduct of Securities Trading Margin Purchase and Short Sale Operations by Securities Firms, the credit risk is extremely low.
-
(H) Receivables of securities business money lending Receivables of securities business money lending are the non-restricted purpose loan business and monetary financing business, pursuant to an agreement between a securities firm and a customer, using customer securities and other commodities as collateral. The Group regularly assesses its customer line of credit and implements appropriate credit control. As the margin ratio of margin trading is set at 130% according to Regulations Governing the Conduct of Securities Trading Margin Purchase and Short Sale Operations by Securities Firms, the credit risk is extremely low.
-
(I) Guaranteed price for securities lending Guaranteed price for securities lending is the sale price of the Group’s securities sold by other securities firms through margin trading after deduction of securities transactions tax and service fee, which is deposited in other securities firms as collateral. As all the counterparties are financial institutions with good credit rating, the credit risk from counterparties is extremely low.
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-
(J) Refundable deposits for securities lending
- Refundable deposits for securities lending are the margins deposited in other securities firm as collateral when the Group’s securities are sold. As all the counterparties are financial institutions with good credit, the credit risk from counterparties is extremely low.
-
(K) Receivables
- Receivables are the credit rights arising from the securities business including settlement receivables of consignment trading, settlement receivables of operating securities sold, financing interest receivables of self-operating credit transaction, receivables of consignment trading for securities, and receivables from banks’ underwriting on foreign exchange transactions and foreign fund demand. As the majority of the Group’s receivables from the consignment businesses and self-operating businesses are settlement of securities from OCT or TWSE, the credit risk is extremely low. As the foreign exchange transactions are simply the receipt or payment of different currencies and the correspondent banks are of good credit rating, the credit risk is extremely low.
-
(L) Other current assets
- Other current assets are mainly the collateral deposited in the bank for application for shortterm debt limit and guarantee for application for issuance of commercial papers. As the correspondent banks are all financial institutions with good credit rating, the credit risk is extremely low.
-
(M) Financial assets at fair value through profit and loss – non-current
- In order to underwrite trust business, the Group deposits central government bonds in the Central Bank as collateral. Regardless of the bonds themselves or the financial institutions where the bonds are deposited, the credit risk is extremely low.
-
(N) Other non-current assets
- Other non-current assets mainly comprise operating guarantee deposits, settlement funds, and refundable deposits. Operating guarantee deposits are mainly deposited in domestic banks with good credit rating. Settlement funds are deposited in securities exchange. Settlement funds are used as compensation when a party to a marketable securities transaction fails to fulfil the settlement obligation. The credit risks from the institutions where these two assets are deposited are extremely low. The refundable deposits refer to cash or other assets which are deposited externally by the Group and can be used as refundable deposits. Because deposits are placed in various financial institutions and each deposit amount is small, the credit risk is dispersed and the credit exposure of overall refundable deposit is extremely low.
-
C. Expected credit loss assessment
-
In the assessment of impairment and calculation of expected credit losses, the Group considers reasonable and supporting information about past events, current conditions and future economic conditions. The Group determines at the balance sheet date whether there has been a significant increase in credit risk since initial recognition or whether credit impairment has occurred, and recognizes expected credit loss according to which stage the asset belongs: no significant increase in credit risk or low credit risk at balance sheet date (Stage 1), significant increase in credit risk (Stage 2), and credit impaired (Stage 3). 12-month expected credit losses are recognized for assets in Stage 1, and lifetime expected credit loses are recognized for assets in Stage 2 and Stage 3.
327
The definition of and expected credit losses recognized for each stage are as follows:
| Item | Stage 1 | Stage 2 | Stage 3 |
|---|---|---|---|
| Definition | No significant deterioration of credit quality of the financial asset since initial recognition, or the financial asset is considered low-risk at the balance sheet date. |
Significant deterioration of credit quality of the financial asset since initial recognition, but the asset is not yet credit impaired. |
The financial asset is credit impaired at the financial reporting date. |
| Expected credit losses recognition |
12-month expected credit losses |
Lifetime expected credit losses |
Lifetime expected credit losses |
-
(A) Judgements of the significant increase in credit risk since initial recognition Judgements and assumptions used to determine whether the credit risk has a significant increase since initial recognition when the Group calculates expected credit loss under IFRS 9 are as follows:
-
a. If contractual payments are over 30 days past due according to the payment terms, the financial asset is considered to have significant increase in credit risk since initial recognition.
-
b. There is significant increase in credit risk at the reporting date if the credit rating of the issuer has been downgraded by more than 2 grades and the final external credit rating at the reporting date is non-investment grade, if the interest payments are over 30 days past due, or if there has been a default in the past.
-
(B) Definition of default and credit-impaired financial assets
-
According to the definition of credit impairment set by IFRS 9, a financial asset is creditimpaired when one or more events that have occurred and have a significant impact on the expected future cash flows of the financial asset. The criteria used to judge whether a financial asset is credit-impaired since initial recognition includes but is not limited to the following:
-
a. Contractual payments or principal or interest payments on bonds are over 3 months (90 days) past due.
-
b. Bond investment is rated as “in default” by external credit rating agencies.
-
c. Bond issuer has filed for bankruptcy, restructure, or other debt clearance procedures.
-
d. Issuer or counterparty has financial difficulties.
-
(C) Writing-off policy
If any of the following condition applies, the Group will write off the non-recoverable portion of the overdue receivables as bad debt.
-
a. Debt cannot be fully or partially recovered due to dissolution of, disappearance of, settlement with, bankruptcy declaration by the debtor, or any other reason.
-
b. The collateral and the assets of the primary and secondary debtors could not be auctioned off after multiple attempts and multiple price discounts, and the Company has not received any real benefits in assuming the collateral.
-
c. Payments are over two years past due and could not be recovered after attempts to collect.
328
-
(D) Measurement of expected credit losses
-
The Group considers reasonable supporting information which shows significant increase in credit risk since initial recognition when calculating expected credit losses. Main indexes include: internal/external credit rating, information of past due, credit spread, other market information in relation to the borrower, issuer or counterparty, and significant increase in credit risk of other financial instrument of the same borrower.
-
Investments in bills and bonds
-
(a)Probability of default was based on external credit rating, which include forwardlooking information.
-
(b)Loss given default was based on the average loss given default of external credit rating of investment position and counterparties.
-
(c)Exposure at default
-
Stage 1, Stage 2 and Stage 3: Total carrying amount (including interest receivable).
-
(E) Consideration of forward-looking information
- Historical loss rate (based on the historical experience in the past 3 to 5 years) as obtained and compared with economic environment in the past, nowadays and future (forwardlooking factor) to see whether there is any significant change, and then to properly adjust future loss rate standards. If any significant default event occurs, the loss rate in the current year will be included in the calculation of future loss rate standard.
-
D.Table of movements in loss provision of the Group
-
(A) For the years ended December 31, 2022 and 2021, there were no changes in the loss allowance for investments in debt instruments measured at fair value through other comprehensive income.
-
(B) Except for bond interest receivable which was evaluated along with debt investments, the Group applies the simplified approach to measure the loss allowance at an amount equal to lifetime expected credit losses for marginal receivables, accounts receivable, other receivable-others and overdue receivables. The movements in loss provision of marginal receivables, accounts receivable, other receivable-others and other non-current assetsoverdue receivables of the Group are as follows:
| Marginal receivable At January 1 47,433 $ Provision (reversal of provision) for impairment 19,118) ( Derecognized - At December 31 28,315 $ |
Year | ended December 31, 2022 | ended December 31, 2022 | Total |
|---|---|---|---|---|
| Accounts receivable |
Other receivable |
Other non-current assets-overdue receivables |
||
| 742 $ 54) ( 29) ( 659 $ |
853 $ 317) ( 181) ( 355 $ |
12,517 $ 1,455) ( 2,838) ( 8,224 $ |
61,545 $ 20,944) ( 3,048) ( 37,553 $ |
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| At January 1 Provision (reversal of provision) for impairment Derecognized At December 31 |
Marginal receivable Accounts receivable 58,840 $ 625 $ 11,407) ( 117 - - 47,433 $ 742 $ Year |
Other receivable Other non-current assets-overdue receivables 725 $ 39,388 $ 300 3,326 172) ( 30,197) ( 853 $ 12,517 $ ended December 31,2021 |
Total |
|---|---|---|---|
| 99,578 $ 7,664) ( 30,369) ( 61,545 $ |
3) Liquidity risk
A. Definition and source of liquidity risk
Liquidity risk refers to possible financial losses arising from the inability to realize the asset or to obtain sufficient fund to fulfill the financial liabilities soon to be matured. Above situations may weaken the sources of cash from the Group’s trading and investment activities.
- B. Liquidity risk management procedure and stimulation test
In order to prevent operational crisis as a result of liquidity risk, the Group has established responding crisis process with regular monitoring over liquidity gap of fund.
-
(A) Procedure
-
In addition to the operating capital for various business and long-term investment, the Group needs to maintain revolving funds at a certain level for daily operation. The use of remaining fund shall avoid high concentration and should be based on the principle of holding sound earning assets with high liquidity and treated in compliance with policies of the Group.
The responsive unit for fund procurement adjusts the liquidity gap to ensure proper liquidity according to the daily volume and movement in the market.
-
(B) Stimulation test
-
a. The Group reviews fund liquidity risk from a perspective of supply and demand of fund every month with simulation analysis of available fund for emergency including scenario analysis of cash, funding limit of financial institutions, margin loans and short sale, and value of disposal of position in order to compute maximum available fund and fund demand. Finally, safety stock of fund is reviewed to monitor liquidity risk.
-
b. Above liquidity risk is generally reviewed monthly. However, if the available limit of increment banking credit risk in financing limit of a financial institution is lower than a certain amount (that is, the amount may be timely adjusted according to the fund liquidity in the market and the actual fund demand and supply in an entity), the safety stock will be reviewed weekly. After the early warning report for fund is submitted, the head of finance segment will call for a fund control meeting.
-
c. Other than individual funding liquidity risk of an entity, stress test of minimization funding supply and maximization funding demand in the event of significant crisis is simulated, including:
- (a)When there is a significant crisis in the market, the financing limit of the financial
330
institutions and the value of disposal of position can be deemed the minimized ratio of fund supply which is then adjusted according to actual condition to compute the total fund supply under maximum stress.
- (b)Except for the operating expense, the stock concept is adopted for the calculation of total fund demand under maximum stress.
- (c)The Group should conduct a review to see whether the total minimized fund supply is more than maximized total fund demand. The Group should further review how long (by month) the difference may cover the operating expenses so that the safety stock of fund (by month) under stress test can be computed.
- (d)The minimum safety stock of fund under stress test (by month) may be adjusted according to the crisis itself and only operating expense for at least 6 months under a normal stimulation can be deemed safe.
-
C. Maturity analysis for the financial assets and financial liabilities held for liquidity risk management
-
(A) The Group holds cash and sound earning assets with high liquidity in order to fulfil the payment obligation and potential emergency fund demand in the market. Financial assets held for liquidity risk management are mainly cash and cash equivalents, among which, all time deposits mature within a year. Financial assets at fair value through profit and loss are mainly listed stocks, convertible bonds and debt securities. As all of them have positions in active market, the liquidity risk is deemed low.
331
(B) Maturity analysis for the financial liabilities is as follows:
| Short-term loans Commercial papers payable Financial liabilities at fair value through profit or loss-current Non-derivative financial liabilities Derivative financial liabilities Bonds sold under repurchase agreements Deposits on short sales Deposits payable for securities financing Securities lending refundable deposits Futures traders’ equity Accounts payable (includes notes payable) Collections on behalf of third parties Other payables Other financial liabilities -current Lease liabilities Total |
December 31,2022 | December 31,2022 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Immediately | Less than 3 months |
3-12 months | 1-5years - $ - - - - - - 33,278 - - 87,709 - - 86,061 207,048 $ |
Total | |||||
| - $ - 7,477,868 1,679,452 - 1,809,356 1,809,962 - 20,763,586 10,791,302 639,497 9,064 - - 44,980,087 $ |
275,000 $ 5,830,000 - - 7,016,989 - - 829,409 - 61,092 17,514 309,281 2,158,151 23,767 16,521,203 $ |
- $ - - - - - - 943,904 - - - 1,263,862 625,935 48,973 2,882,674 $ |
275,000 $ 5,830,000 7,477,868 1,679,452 7,016,989 1,809,356 1,809,962 1,806,591 20,763,586 10,852,394 744,720 1,582,207 2,784,086 158,801 |
||||||
| 64,591,012 $ |
332
| Short-term loans Commercial papers payable Non-derivative financial liabilities Derivative financial liabilities Bonds sold under repurchase agreements Deposits on short sales Deposits payable for securities financing Securities lending refundable deposits Futures traders’ equity Accounts payable (includes notes payable) Collections on behalf of third parties Other payables Other financial liabilities -current Lease liabilities Total Financial liabilities at fair value through profit or loss-current |
December 31,2021 | December 31,2021 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Immediately | Less than 3 months |
3-12 months | 1-5years - $ - - - - - - 39,435 - - 88,583 - - 125,840 253,858 $ |
Total | |||||
| - $ - 5,124,273 3,048,329 - 1,202,587 1,559,162 - 21,328,174 18,295,511 5,639,615 5,605 - - 56,203,256 $ |
590,000 $ 8,650,000 - - 9,648,756 - - 1,069,699 - 42,701 13,902 369,839 1,789,878 23,927 22,198,702 $ |
- $ - - - - - - 860,073 - - - 2,252,479 3,193,261 46,813 6,352,626 $ |
590,000 $ 8,650,000 5,124,273 3,048,329 9,648,756 1,202,587 1,559,162 1,969,207 21,328,174 18,338,212 5,742,100 2,627,923 4,983,139 196,580 |
||||||
| 85,008,442 $ |
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4) Market risk
A. Definition of market risk
Market risk refers to the risk of decrease in the Group’s revenue or value of investment portfolio as a result of the changes in exchange rate, commodity price, interest rate, and stock price or other market risk factors.
The Group continually exercises risk management tools such as sensitivity analysis, Value at Risk, stress test and so on to completely and effectively measure, monitor and manage market risk.
B. Value at Risk (VaR)
Value at Risk is used to measure the possible maximum potential losses in investment portfolio as a result of movement in market risk factor in a specified period and confidence level. The Group currently uses confidence level of 95% to calculate Value at Risk of one day.
A VaR model must reasonably, completely and accurately measure the maximum potential risks of financial instruments or investment portfolio before being adopted as a risk management model by the Group. The VaR model used in risk management is continually certified and retrospectively tested to demonstrate that the model can reasonably and effectively measure the maximum potential risks of financial instruments or investment portfolios.
| Statistical table for one-day VaR of transactions |
Statistical table for one-day VaR of transactions |
Statistical table for one-day VaR of transactions |
|---|---|---|
| Year ended December 31,2022 December 31, 2022 VaR Maximum VaR Average VaR Minimum |
Amount 33,299 $ 167,015 50,986 18,055 |
Year ended December 31,2021 Amount December 31, 2021 107,421 $ VaR Maximum 289,678 VaR Average 142,004 VaR Minimum 30,471 |
Statistical table for VaR of various risk indicators of transactions
Year ended
| Year ended | |||
|---|---|---|---|
| December 31,2022 | Foreign exchange 5,219 $ 17,197 4,335 857 |
Interest 27,746 $ 34,194 15,077 2,867 |
Share ownership |
| December 31, 2022 VaR Maximum VaR Average VaR Minimum |
22,775 $ 167,807 48,742 16,250 |
| Year ended December 31,2021 December 31, 2021 VaR Maximum VaR Average VaR Minimum |
Foreign exchange 1,402 $ 16,846 4,119 1,102 |
Interest Share ownership 23,468 $ 106,744 $ 43,928 292,526 21,552 141,182 7,594 30,858 |
|---|---|---|
C. Information on gap of foreign exchange risk
The following table summarizes financial instruments of foreign assets or liabilities by currency and the foreign exchange exposure presented by book value as of December 31, 2022, and 2021:
334
| Financial assets in foreign currencies Cash and cash equivalents Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income - current Investments accounted for under equity method Others Financial liabilities in foreign currencies Financial liabilities at fair value through profit or loss Bonds sold under repurchase agreements Others |
December 31,2022 | December 31,2022 | December 31,2022 | ||||
|---|---|---|---|---|---|---|---|
| USD 1,086,414 $ 3,696,267 1,118,655 - 7,579,012 347,447 3,243,659 9,408,659 |
EUR 4,306 $ 150,892 - - 18,804 57 89,976 18,296 |
AUD 1,854 $ 414,575 1,079,977 - 157,024 598 1,459,403 43,949 |
RMB 66,762 $ 105,713 - 2,764,018 3,985 1,347 81,148 206,124 |
HKD 1,508,479 $ 61,214 - - 169,872 99 - 150,830 |
Others 44,017 $ 280,670 - - 326,549 1,821 69,823 308,288 |
Total | |
| 2,711,833 $ 4,709,330 2,198,632 2,764,018 8,255,247 351,369 4,944,009 10,136,145 |
Note: As of Decemberer 31, 2022, foreign exchange rates of the above currencies to TWD were 1 USD = 30.710 TWD; 1 EUR= 32.720 TWD; 1 AUD= 20.830 TWD; 1 RMB= 4.408 TWD; and 1 HKD= 3.938 TWD, respectively.
| Financial assets in foreign currencies Cash and cash equivalents Financial assets at fair value through profit or loss Bonds purchased under resale agreements Investments accounted for under equity method Others Financial liabilities in foreign currencies Financial liabilities at fair value through profit or loss Bonds sold under repurchase agreements Others |
December 31,2021 | December 31,2021 | December 31,2021 | ||||
|---|---|---|---|---|---|---|---|
| USD 582,036 $ 8,060,638 27,401 - 7,681,439 4,332 4,644,791 9,528,760 |
EUR 2,769 $ 1,935,974 - - 21,826 1,599 1,688,801 18,141 |
AUD 2,005 $ 181,807 - - 40,836 106 160,708 40,178 |
RMB 302,720 $ 798,106 - 2,363,197 27,141 2,828 588,851 314,020 |
HKD 1,069,767 $ 257,088 - - 1,253,782 195 - 959,851 |
Others 235,639 $ 513,697 - - 109,487 359 136,622 114,068 |
Total | |
| 2,194,936 $ 11,747,310 27,401 2,363,197 9,134,511 9,419 7,219,773 10,975,018 |
Note: As of December 31, 2021, foreign exchange rates of the above currencies to TWD were 1 USD = 27.680 TWD; 1 EUR= 31.320 TWD; 1 AUD= 20.080 TWD; 1 RMB= 4.344 TWD; and 1 HKD= 3.549 TWD, respectively.
335
- D. The total exchange gain (loss), including realized and unrealized, arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2022 and 2021, amounted to $107,713 and $179,460, respectively.
-
5) Fair values and hierarchy information
-
A. Financial instruments and non-financial instruments not measured at fair value.
- Except for those listed in the table below, the carrying amounts of the Group’s financial instruments not measured at fair value (including cash and cash equivalents, bonds purchased under resale agreements, margin loans receivable, refinancing guaranty deposits, guaranteed proceeds receivable from refinancing, guaranteed price deposits for security borrowing, security borrowing deposits, customer margin deposit account, notes and accounts receivable, other receivables, short-term loans, commercial paper payable, bonds sold under repurchase agreements, guarantee deposit received from short sales, guaranteed price deposits received from securities borrowers, security borrowing deposits, equity of futures traders, accounts payable, collection for others, and other payables) approximate their fair values. The fair value information of financial instruments measured at fair value is provided in Note 12(5)3.
| Non-financial assets December 31, 2022 Investment property December 31, 2021 Investment property |
Total 743,741 $ 712,476 $ |
Quoted prices of the same assets in active markets (level 1) |
Other significant observable inputs (level 2) |
Significant non-observable inputs(level 3) |
|---|---|---|---|---|
| - $ - |
$ 743,741 712,476 |
- $ - |
The fair value of investment property held by the Group was assessed by external valuation experts using comparison approach and income approach, or the fair value can be assessed based on the market price of the area adjacent to the location where the Group’s investment property is located.
-
B. Valuation techniques
-
(A)For financial instruments held for trading purposes which are classified as non-derivative instruments, their fair values are based on their quoted prices in an active market. If there is no quoted market price for reference, a valuation technique will be adopted to measure the fair value. Estimates and assumptions of valuation technique adopted by the Group are in agreement with the information of estimates and assumptions adopted by market users for financial instrument pricing and the said information shall be accessible to the Group. For those classified as derivative instruments, their fair values are based on their market prices if their quoted prices are available from an active market. If quoted market prices in an active market are not available, SWAP and IRS are valued at the discounted cash flow method, and options are valued at the Black-Scholes model.
336
-
(B)When available-for-sale financial assets have quoted market prices available in an active market, the fair value is determined using the market price.
-
C. Fair value hierarchy of the financial instruments
-
(A)Definitions for the hierarchy classifications of financial instruments measured at fair value a. Level 1
Level 1, are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date. An active market has to satisfy all the following conditions: a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The Group’s investments in listed stocks, beneficiary certificates, on-the-run Taiwan central government bonds and derivative instruments with quoted market prices, are deemed as level 1.
- b. Level 2
Inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Investments of the Group such as emerging stock without active markets, off-the-run issue of government bonds, corporate bonds, bank debentures, convertible corporate bonds, currency swaps, interest rate swaps, options, asset swaps, and most derivatives are all classified within level 2. For the years ended December 31, 2022 and 2021, there was no significant transfer of financial instruments between Level 1 and Level 2.
- c. Level 3
Unobservable inputs for the assets or liability. The fair value of the Group’s investment in equity investment without active market is included in Level 3. For the years ended December 31, 2022 and 2021, some of the unlisted stocks became the emerging stocks, therefore these stocks were transferred from Level 3 to Level 2.
(Blank below)
337
(B)Hierarchy of fair value estimation of financial instruments
| Recurring fair value Non-derivative financial instruments Assets Financial assets at fair value through profit or loss-current Stock investments Bond investments Others Financial assets at fair value through other comprehensive income-current Stock investments Bond investments Financial assets at fair value through profit or loss - non-current Stock investments Bond investments Others Financial assets at fair value through other comprehensive income- non-current Stock investments Liabilities Financial liabilities at fair value through profit or loss -current Derivative financial instruments Assets Financial assets at fair value through profit or loss-current Liabilities Financial liabilities at fair value through profit or loss - current |
December | 31,2022 | ||
|---|---|---|---|---|
| Total 5,798,959 $ 10,677,908 2,583,147 299,150 2,198,632 16,604 49,779 32,900 1,179,907 7,477,868 5,335,854 1,679,452 |
Level 1 5,568,337 $ 2,916,006 2,583,147 299,150 2,198,632 - - - - 7,477,868 5,330,817 1,088,464 |
Level 2 90,128 $ 7,761,902 - - - - 49,779 - - - 5,037 590,988 |
Level3 | |
| 140,494 $ - - - - 16,604 - 32,900 1,179,907 - - - |
338
| Recurring fair value Non-derivative financial instruments Assets Financial assets at fair value through profit or loss-current Stock investments Bond investments Others Financial assets at fair value through other comprehensive income- current Stock investments Financial assets at fair value through profit or loss - non-current Stock investments Bond investments Others Financial assets at fair value through other comprehensive income- non-current Stock investments Liabilities Financial liabilities at fair value through profit or loss -current Derivative financial instruments Assets Financial assets at fair value through profit or loss-current Liabilities Financial liabilities at fair value through profit or loss - current |
December | 31,2021 | ||
|---|---|---|---|---|
| Total 14,416,332 $ 13,213,896 1,130,557 410,205 12,650 50,124 13,950 1,137,756 5,124,273 4,822,204 3,048,329 |
Level 1 14,309,899 $ 776,724 1,130,557 410,205 - - - - 5,124,273 4,807,480 2,624,397 |
Level 2 40,721 $ 12,437,172 - - - 50,124 - - - 14,724 423,932 |
Level3 | |
| 65,712 $ - - - 12,650 - 13,950 1,137,756 - - - |
339
(C) The following table is the movement of financial assets at Level 3:
| Financial assets at fair value through profit or loss- current Unlisted stocks Financial assets at fair value through profit or loss - non-current Venture capital shares Others Financial assets at fair value through other comprehensive income - non-current Unlisted stocks Financial assets at fair value through profit or loss- current Unlisted stocks Financial assets at fair value through profit or loss - non-current Venture capital shares Others Financial assets at fair value through other comprehensive income - non-current Unlisted stocks |
January1 | Valuat | Year ended D ion amount |
Acquired/ Issued 106,765 $ - 20,000 - ecember 31,202 Incr ecember 31,202 Incr |
Transfers into level 3 2 eased |
Decr | eased | December 31 |
|---|---|---|---|---|---|---|---|---|
| Recorded in profit or loss |
Recorded in other comprehensive income(loss) |
Sold/ Diposed or Settled |
Transfers out from level 3 |
|||||
| 65,712 $ 12,650 13,950 1,137,756 January1 |
433) ($ 3,954 1,050) ( - Valuat |
- $ - - 42,151 Year ended D ion amount |
- $ - - - 1 eased |
3,750) ($ - - - Decr |
27,800) ($ - - - eased |
140,494 $ 16,604 32,900 1,179,907 December 31 |
||
| Recorded in profit or loss |
Recorded in other comprehensive income(loss) |
Acquired/ Issued |
Transfers into level 3 |
Sold/ Diposed or Settled |
Transfers out from level 3 |
|||
| 11,782 $ 16,991 - 707,616 |
685) ($ 4,341) ( 1,050) ( - |
- $ - - 430,140 |
60,415 $ - 15,000 - |
- $ - - - |
3,300) ($ - - - |
2,500) ($ - - - |
65,712 $ 12,650 13,950 1,137,756 |
340
- (D) The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
| December 31,2022 | Fair value | Valuation technique Significant unobservable input Price to earnings ratio multiple Price to book ratio multiple Discount for lack of marketability Latest transaction price Net asset value Not applicable Net asset value Not applicable Market price net profit after tax multiplier Price to book ratio multiple Discount for lack of marketability Market approach Market approach |
Range (weighted average) |
Relationship of inputs to fair value |
|---|---|---|---|---|
| Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - non-current Venture capital shares Others Financial assets at fair value through other comprehensive income - non-current Unlisted stocks Unlisted stocks |
16,604 32,900 1,179,907 140,494 $ |
8.27 1.43~5.49 25% Not applicable Not applicable Not applicable 23.03~24.62 2.93~4.92 20%~30% |
The higher the discount for lack of marketability, the lower the fair value Not applicable Not applicable Not applicable The higher the discount for lack of marketability, the lower the fair value The higher the multiple, the higher the fair value The higher the multiple, the higher the fair value |
341
| December 31,2021 | Fair value | Valuation technique Significant unobservable input Price to book ratio multiple Discount for lack of marketability Latest transaction price Net asset value Not applicable Net asset value Not applicable Price to book ratio multiple Discount for lack of marketability Market approach Market approach |
Range (weighted average) |
Relationship of inputs to fair value |
|---|---|---|---|---|
| Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - non-current Venture capital shares Others Financial assets at fair value through other comprehensive income - non-current Unlisted stocks Unlisted stocks |
12,650 13,950 65,712 $ 1,137,756 |
3.15 25% Not applicable Not applicable Not applicable 1.80~2.27 6.24%~9.17% |
The higher the multiple, the higher the fair value The higher the discount for lack of marketability, the lower the fair value Not applicable Not applicable Not applicable The higher the multiple, the higher the fair value The higher the discount for lack of marketability, the lower the fair value |
-
(E) Valuation process for fair value at Level 3
-
The parent company’s risk management department is responsible for the verification of fair value categorized in Level 3. The department assesses the independence, reliability, consistency and representativeness of the source information, regularly verifies the valuation models and calibrates the parameters to ensure the valuation process and results are in compliance with IFRSs.
-
(F) For the fair value measurement of Level 3, the sensitivity analysis of the fair value to the reasonable alternative hypothesis shows that the fair value measurement of the financial assets by the Group is reasonable. However, use of different valuation models or assumptions may result in different measurement. The following is the impact to profit or loss or to other comprehensive income from financial assets and liabilities categorized within Level 3 if the inputs used in valuation models have changed up or down by 1%:
342
| December 31,2022 | Favourable change Unfavourable change Recognised inprofit or loss |
Favourable change Unfavourable change Recognised inprofit or loss |
Recognised in other comprehensive income |
Recognised in other comprehensive income |
|---|---|---|---|---|
| Favourable change |
Unfavourable change |
|||
| Financial assets at fair value through profit or loss - current Unlisted stocks Financial assets at fair value through profit or loss -non-current Venture capital shares Others Financial assets at fair value through other comprehensive income - non- current Unlisted stocks December 31, 2021 |
1,405 $ 1,405) ($ Not applicable Not applicable Not applicable Not applicable - - Recognised inprofit or loss |
- $ - $ - - - - 11,799 (11,799) Recognised in other comprehensive income |
||
| Favourable change |
Unfavourable change |
Favourable change Unfavourable change |
||
| Financial assets at fair value through profit or loss - current Unlisted stocks Financial assets at fair value through profit or loss -non-current Venture capital shares Others Financial assets at fair value through other comprehensive income - non- current Unlisted stocks |
657 $ Not applicable Not applicable - |
657) ($ Not applicable Not applicable - |
- $ - $ - - - - 11,378 11,378) ( |
6) Capital management
-
A. Objective of capital management
-
(A) The represented capital adequacy ratio basically shall not be lower than 200% in compliance with the warning standard addressed in the “Rules Governing Securities Firms”.
-
(B) The Group includes all risks involved in the investment position as a part of risk management, such as market risk, credit risk, liquidity risk, operating risk, legal risk, and model risk and so on. Each risk management responsive unit should identify, evaluate, monitor and control various risks in order to enable the Group to defend impact from financial market, reflect the current operating strategies and make the investment portfolio applied to business planning and development.
-
B. Capital management policy and procedure
-
In order to secure the long-term and stable development of various businesses and effectively assume risks, the Group manages capital based on the business development, related regulations and financial market environment. Major capital evaluation processes include:
-
(A) Each segment should provide accurate and valid source of information to maintain calculation accuracy of capital adequacy ratio.
343
-
(B) After the reporting at the 10th of each month, capital adequacy ratio should be computed by the end of every month. If the result is close to the legal standard, every unit will be called to attend a meeting for discussion and strategic planning to ensure that the basic objective of capital adequacy ratio is not less than 200%.
-
(C) Both the risk limits and economic capital of the Group should be agreed by the Board of Directors. The Group should quarterly report details of risk control with disclosure of investment condition in order to assess whether the risk position exceeds the limit and whether the investment direction is in line with the market trend. Within the authorized risk limits, the Group is actively engaged in development of various businesses and continually increases profit, creates company value, and complies with the capital management objective.
The Group calculates and reports the capital adequacy ratio according to “Rules Governing Securities Firms”. As of December 31, 2022 and 2021, the capital adequacy ratios were 390% and 379%, respectively, as required by the regulations.
7) Assets and liabilities of trust accounts
Pursuant to Article 17 of Enforcement Rules of the Trust Enterprise Act, balance sheet, income statement, and property list of trust accounts shall be disclosed in the consolidated financial statements on a semiannual basis.
- A. Balance sheet of trust accounts
| ancial statements on a semiannual basis. Balance sheet of trust accounts |
ancial statements on a semiannual basis. Balance sheet of trust accounts |
|||
|---|---|---|---|---|
| BALANCE | SHEETS | |||
| Trust assets | December 31, 2022 | December 31,2021 | ||
| Bank savings | $ | 367,745 |
$ | 669,217 |
| Structured notes | 896,553 | 923,114 | ||
| Stock | 1,016,810 |
1,284,571 | ||
| Bond | 636,044 | 435,389 | ||
| Repurchased bond | 57,291 |
23,127 | ||
| Fund | 5,138,258 | 5,014,866 | ||
| Accounts received | 29,112 | 60,575 |
||
| Total of trust assets | $ | 8,141,813 |
$ | 8,410,859 |
| Trust liabilities and equity | December 31,2022 | December 31,2021 | ||
| Accounts payable | $ | 321 |
$ | 2,130 |
| Trust capital | 8,797,747 | 6,945,206 | ||
| Net income | ( | 631,484) |
1,753,062 | |
| Accumulated deficit | ( | 24,771) | ( | 289,539) |
| Total of trust liabilities and equity | $ | 8,141,813 |
$ | 8,410,859 |
344
B. Income statement of trust accounts
STATEMENTS OF INCOME
==> picture [437 x 436] intentionally omitted <==
----- Start of picture text -----
Year ended Year ended
Item December 31, 2022 December 31, 2021
Trust income
Interest income $ 74,219 $ 44,486
Cash dividends received 95,093 61,237
Investment realised gains - bond 373 5,882
Investment realised gains - stock 713 6,967
Investment realised gains - fund 151,071 392,454
Investment realised gains - structured notes 8,528 5,699
Investment unrealised gains - bond 2,390 20,265
Investment unrealised gains - stock 210,809 671,271
Investment unrealised gains - fund 112,962 718,037
Investment unrealised gains - structured notes 1,075 1,996
Other income 12 2
Subtotal 657,245 1,928,296
Trust expenses
Administrative expenses ( 1,359) ( 1,255)
Service fee ( 664) ( 1,311)
-
Other expenses ( 4)
Investment realised losses - bond ( 7,017) ( 1,393)
Investment realised losses - stock ( 2,551) ( 21)
Investment realised losses - fund ( 95,742) ( 34,002)
Investment realised losses - structured notes ( 307) ( 52)
Investment unrealised losses - bond ( 133,461) ( 14,706)
Investment unrealised losses - stock ( 73,750) ( 8,156)
Investment unrealised losses - fund ( 855,494) ( 87,619)
Investment unrealised losses - structured notes ( 118,272) ( 26,712)
Income before income tax ( 631,376) 1,753,069
Income tax benefit (expenses) ( 108) ( 7)
Net income ($ 631,484) $ 1,753,062
----- End of picture text -----
C. Property list of trust accounts
| roperty list of trust accounts Net income 631,484) ($ |
roperty list of trust accounts Net income 631,484) ($ |
roperty list of trust accounts Net income 631,484) ($ |
1,753,062 $ |
|
|---|---|---|---|---|
| Items December 31,2022 Bank savings 367,745 $ Structured notes 896,553 Fund 5,138,258 Bond 636,044 Bonds under repurchase agreements 57,291 Stock 1,016,810 Others 29,112 Total 8,141,813 $ PROPERTY LIST OF TRUST ACCOUNTS |
December 31,2021 | |||
| Bank savings Structured notes Fund Bond Bonds under repurchase agreements Stock Others Total |
367,745 $ 896,553 5,138,258 636,044 57,291 1,016,810 29,112 8,141,813 $ |
669,217 $ 923,114 5,014,866 435,389 23,127 1,284,571 60,575 8,410,859 $ |
345
| 8) 9) |
Status of the company in the limitations on financial ratios imposed by futures trading act, and the related implementation The table below is prepared according to“Regulations Governing Futures Commission Merchants”. |
Status of the company in the limitations on financial ratios imposed by futures trading act, and the related implementation The table below is prepared according to“Regulations Governing Futures Commission Merchants”. |
Status of the company in the limitations on financial ratios imposed by futures trading act, and the related implementation The table below is prepared according to“Regulations Governing Futures Commission Merchants”. |
Status of the company in the limitations on financial ratios imposed by futures trading act, and the related implementation The table below is prepared according to“Regulations Governing Futures Commission Merchants”. |
Status of the company in the limitations on financial ratios imposed by futures trading act, and the related implementation The table below is prepared according to“Regulations Governing Futures Commission Merchants”. |
Status of the company in the limitations on financial ratios imposed by futures trading act, and the related implementation The table below is prepared according to“Regulations Governing Futures Commission Merchants”. |
Status of the company in the limitations on financial ratios imposed by futures trading act, and the related implementation The table below is prepared according to“Regulations Governing Futures Commission Merchants”. |
Status of the company in the limitations on financial ratios imposed by futures trading act, and the related implementation The table below is prepared according to“Regulations Governing Futures Commission Merchants”. |
|---|---|---|---|---|---|---|---|---|
22 22 17 17 Article |
Stockholders’ equity (Total liability-futures trader’s equity) Current assets Current liabilities Stockholders’ equity Minimumpaid-in capital Adjusted net capital Total amount of customer margins required for the openpositions of futures traders Calculation formula |
Calculation Ratio 2,284,449 39,336 5,722,742 39,336 2,284,449 400,000 1,739,987 952,910 571.11% 182.60% 145.49 58.08 December 31,2022 |
Calculation Ratio 2,250,466 42,881 5,097,865 42,881 2,250,466 400,000 1,860,017 635,292 562.62% 292.78% 118.88 52.48 December 31,2021 |
≧60%≧40%≧20%≧15%≧1≧1Standard |
Met the requirement Met the requirement Met the requirement Met the requirement Enforcement |
|||
| Status of the subsidiary in the limitations on financial ratios imposed by the futures trading |
| Article | Calculation formula | December 31,2022 | December 31,2022 | December 31,2021 | December 31,2021 | Standard | Enforcement | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Calculation | Ratio | Calculation | Ratio | |||||||
| 17 | Stockholders’ equity (Total liability-futures trader’s equity) |
2,634,394 220,485 |
11.95 | 2,502,861 176,386 |
14.19 | ≧1 |
Met the requirement |
|||
| 17 | Current assets Current liabilities |
27,188,183 25,901,284 |
1.05 | 26,983,986 25,813,665 |
1.05 | ≧1 |
Met the requirement |
|||
| 22 | Stockholders’ equity Minimumpaid-in capital |
2,634,394 645,000 |
408.43% | 2,502,861 645,000 |
388.04% | ≧60%≧40% |
Met the requirement |
|||
| 22 | Adjusted net capital Total amount of customer margins required for the open positions of futures traders |
2,298,983 4,226,835 |
54.39% | 2,187,401 4,151,688 |
52.69% | ≧20%≧15% |
Met the requirement |
346
10) Prospective risk for futures trading
The main risk for futures merchants engaging in futures trading is credit risk, which could happen if the margin call cannot be made when it should have been made. While being consigned to conduct the futures trading, the Group pays attention to the individual margin account on a daily basis and request additional margin call or reduction in trading volume when necessary according to the condition of individual customer transactions in order to control the credit risk accordingly. The main risk faced by the Group while engaging in self-operating businesses is market price risk- that is risk of changes in market prices of futures or options contracts as a result of fluctuation in underlying investment index. Losses may occur if the market index price and underlying investment move adversely. However, the Group has set up stop-loss point to control such risk for reasons of risk management.
(Blank below)
347
13. OTHER DISCLOSURE ITEMS
1) Information about significant transactions
-
A. Lending to others: Excluding security margin trading and conditional bond trading business, there is no lending of funds to either the shareholders or other parties.
-
B. Endorsements and guarantees for others
:None. -
C. Acquisitions of real estate exceeding $300 million or 20 percent of contributed capital
:None. -
D. Disposals of real estate exceeding $300 million or 20 percent of contributed capital
:None. -
E. Purchases or sales transactions discount on brokers’ charges with related parties in excess of $5 million
:None. -
F. Receivables from related parties exceeding $100 million or 20 percent of contributed capital
:None. -
G. Significant transactions between parent company and subsidiaries
| No. (Note1) |
Company | Counterparty | Relationship (Note 2) |
Details of transactions(Year ended December 31,2022) | Details of transactions(Year ended December 31,2022) | Details of transactions(Year ended December 31,2022) | Details of transactions(Year ended December 31,2022) |
|---|---|---|---|---|---|---|---|
| Account | Amount | Conditions | Percentage (%) of total consolidated net revenues or assets (Note 3) |
||||
| 0 | President Securities Corp. | President Futures Corp. | 1 | Futures Margin - Own Funds | 4,954,584 | Note 4 | 5.22% |
| 0 | President Securities Corp. | President Futures Corp. | 1 | Deposit-out | 34,000 | Note 4 | 0.04% |
| 0 | President Securities Corp. | President Futures Corp. | 1 | Accounts receivables | 3,517 | Note 4 | - |
| 0 | President Securities Corp. | President Futures Corp. | 1 | Deposit-in | 16,000 | Note 4 | 0.02% |
| 0 | President Securities Corp. | President Futures Corp. | 1 | Otherpayables | 2,120 | Note 4 | - |
| 0 | President Securities Corp. | President Futures Corp. | 1 | Equity for each customer in the account | 3,104 | Note 4 | - |
| 0 | President Securities Corp. | President Futures Corp. | 1 | Future commission revenue | 43,532 | Note 4 | 0.69% |
| 0 | President Securities Corp. | President Futures Corp. | 1 | Clearingcharges | 21,420 | Note 4 | 0.34% |
| 0 | President Securities Corp. | President Futures Corp. | 1 | Other non-operatingrevenues - Compensation of directors | 2,901 | Note 4 | 0.05% |
| 0 | President Securities Corp. | PresidentFutures Corp. | 1 | Other non-operatingrevenues- Rentrevenue | 1,457 | Note 4 | 0.02% |
| 0 | President Securities Corp. | President Capital Management Corp. | 1 | Expense from investment advisory | 50,400 | Note 4 | 0.80% |
| 0 | President Securities Corp. | President Capital Management Corp. | 1 | Other non-operatingrevenues - Rent revenue | 3,723 | Note 4 | 0.06% |
| 0 | President Securities Corp. | President Insurance AgencyCorp. | 1 | Other non-operatingrevenues - Rent revenue | 1,035 | Note 4 | 0.02% |
| 0 | President Securities Corp. | PSC Venture Capital Investment Limited Company | 1 | Financial assets at fair value throughprofit or loss - Current | 10,500 | Note 4 | 0.01% |
Note 1 : The numbers in the No. column are represented as follows:
-
The number zero is for parent company.
-
According to the sequential order, subsidiaries are numbered from 1.
348
-
Note 2
:There are three kinds of transactions between related parties and numbered from 1 to 3 were shown as follows (If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice. For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction.) 1. Parent company to subsidiaries. -
Subsidiaries to parent company.
-
Subsidiaries to subsidiaries.
-
Note 3
:The calculation basis of the trading amount accounting for the total consolidated net revenues or assets is that the account ending balance is divided by the total consolidated assets if it is attributed to the balance sheet accounts, and the accumulated trading amount of the interim period is divided by the total consolidated net revenues if it is attributed to the profit or loss accounts. -
Note 4
:All the prices provided between related parties were traded by contracts. -
Note 5
:Based on materiality, only the amounts of the transactions that were above $1 million would be shown in the table.
(Blank below)
349
2) Related information of investee companies
A. Related information of investee companies
| Name of the investor |
Name of the investee company |
Location | Date of registration |
Reference number and the date of approval letter issued byFSC |
Major operating activities |
Balance on December 31, 2022 Original i |
Balance on December 31, 2021 nvestment |
Shares Percentage EndingBalanc |
Shares Percentage EndingBalanc |
e | Revenue of investee company |
Net income (loss) of investee company |
Investment income (loss) recognised by the Company |
Cash dividends |
Notes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percentage | Book vlaue | ||||||||||||||
| President Securities Corp. President Securities Corp. President Securities Corp. President Securities Corp. President Securities Corp. President Securities Corp. President Securities Corp. |
President Futures Corp. President Capital Management Corp. President Securities (HK) Ltd. President Wealth Management (HK) Ltd. President Securities (Nominee) Ltd. Uni-President Asset Management Corp. President Insurance Agency Corp. |
Taipei Taipei Hong Kong Hong Kong Hong Kong Taipei Taipei |
1994.03.01 1997.04.15 1994.07.26 2002.03.31 1999.08.06 1992.09.03 2008.04.29 |
1994.03.01 Jing- Tou-Shen (83) Gong-Shang Letter No.1114 (Note 1) 1997.02.25 (86) Tai-Cai-Zheng (4) Letter No.17769 1993.11.4 (82) Tai- Cai-Zheng (2) Letter No.40913 2001.12.11 (90) Tai-Cai-Zheng (2) Letter No.166728 1997.10.27 (86) Tai-Cai-Zheng (2) Letter No.04840 2000.07.19 (89) Tai-Cai-Zheng (2) Letter No.56407 (Note2) |
Futures brokerage and dealer Securities investment consulting Securities dealer, underwriting, brokerage and consulting Wealth management Nominee Service Investment Trust Insurance Agent |
644,650 $ 326,000 848,735 92,091 3,403 667,622 10,000 |
644,650 $ 326,000 848,735 92,091 3,403 667,622 10,000 |
63,817,303 30,000,000 192,600,000 23,400,000 1,000,000 14,904,630 1,000,000 |
96.69% 100.00% 100.00% 100.00% 100.00% 42.46% 100.00% |
2,547,290 $ 304,894 1,334,862 60,574 1,552 747,473 57,181 |
942,643 $ 72,697 14,419 - - 1,269,129 92,756 |
207,931 $ 7,327) ( 91,736) ( 140) ( 555 435,683 33,496 |
201,052 $ 7,404) ( 91,736) ( 140) ( 555 185,006 33,481 |
81,686 $ - - - - 199,648 22,550 |
Subsidiary of the Company Subsidiary of the Company Subsidiary of the Company Subsidiary of the Company Subsidiary of the Company Associates Subsidiary of the Company |
350
Original investment Ending Balance Reference number Net income Investment and the date of Major Balance on Balance on Revenue of (loss) of income (loss) Name of the Name of the Date of approval letter operating December 31, December 31, investee investee recognised by Cash investor investee company Location registration issued by FSC activities 2022 2021 Shares Percentage Book vlaue company company the Company dividends Notes President PSC Venture Taipei 2013.10.29 2013.08.08 JingConsultation of $ 300,000 $ 300,000 30,000,000 100.00% $ 267,501 $ 2,618 ($ 5,562) ($ 5,563) $ Subsidiary ofSecurities Corp. Capital Investment Guan-Zheng-Chuan investment the Company Limited Company Letter management and No.1020028529 venture capital; other unprohibited or unrestricted businesses beyond the permit President Uni-President Taipei 1992.09.03 2000.07.19 (89) Investment Trust 478 478 12,000 0.03% 607 1,269,129 435,683 149 161 Associates Insurance Asset Management Tai-Cai-Zheng (2) Agency Corp. Corp. Letter No.56407
Note 1 : As FSC was established in July, 2004, President Futures Corp. was apporved by the Investment Commission, Ministry of Economic Affairs.
Note 2 : When securities corporations invest in domestic business within FSC's limitation, there is no need to obtain the approval from FSC in advance, according to Tai-Cai-Zheng (2) Letter No.0930000005. Therefore, there was no reference numbers for President Insurance Agency Corp.
Note 3 : Subsidiary President Securities (HK) Ltd., President Wealth Management (HK) Ltd. and President Securities (Nominee) Ltd. were approved by the board of directors in March 2022 to deal with the dissolution and liquidation matters.
-
B. Lending to others: Excluding security margin trading and conditional bond trading business, there is no lending of funds to either the shareholders or other parties.
-
C. Endorsements and guarantees for others
:None. -
D. Acquisitions of real estate exceeding $300 million or 20 percent of contributed capital
:None. -
E. Disposals of real estate exceeding $300 million or 20 percent of contributed capital
:None. -
F. Purchases or sales transactions discount on brokers’ charges with related parties in excess of $5 million
:None. -
G. Receivables from related parties exceeding $100 million or 20 percent of contributed capital
:None. -
H. Accordance with Jing-Guan-Zheng-Chuang Letter No. 10703209011, the Company is required to disclose details of businesses run by foreign enterprises that were incorporated in the countries identified as non-signatories to the IOSCO MMoU or have not obtained securities or futures license of signatories to the IOSCO MMoU:
-
a) Revenue from engagement in consultation on assets management business, service contents and litigation: None
351
b) Balance sheets
PRESIDENT WEALTH MANAGEMENT (HK) LTD.
BALANCE SHEETS
DECEMBER 31, 2022 AND 2021
| Assets | December 31,2022 | December 31,2022 | December 31,2022 | Expressed in HK dollars December 31,2021 |
Expressed in HK dollars December 31,2021 |
Expressed in HK dollars December 31,2021 |
||
|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||||
| Current assets Cash and cash equivalents Other receivables Prepayments Total current assets Total assets Liabilities and shareholders' equity |
15,266,005 $ 115,825 - 15,381,830 15,381,830 $ - $ - 23,400,000 8,018,170) ( 15,381,830 15,381,830 $ |
99 1 - 100 100 - - 152 52) ( 100 100 |
15,252,550 $ 4,028 - 15,256,578 15,256,578 $ 20,400 $ 20,400 23,400,000 8,163,822) ( 15,236,178 15,256,578 $ |
100 - - 100 100 - - 154 54) ( 100 100 |
||||
| Current liabilities Other payables Total liabilities Shareholders' equity Share capital Retained earnings Accumulated deficit Total shareholders' equity Total liabilities and shareholders' equity |
352
PRESIDENT SECURITIES (NOMINEE) LTD. BALANCE SHEETS DECEMBER 31, 2022 AND 2021
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Expressed in HK dollars
December 31, 2022 December 31, 2021
Assets Amount % Amount %
Current assets
Cash and cash equivalents $ 394,026 100 $ 447,719 100
Total current assets 394,026 100 447,719 100
Total assets $ 394,026 100 $ 447,719 100
Liabilities and shareholders' equity
Current liabilities
Other payables $ - - $ 16,800 4
Total liabilities - - 16,800 4
Shareholders' equity
Share capital 1,000,000 254 1,000,000 223
Retained earnings
Accumulated deficit ( 605,974) ( 154) ( 569,081) ( 127)
Total shareholders' equity 394,026 100 430,919 96
Total liabilities and shareholders' equity $ 394,026 100 $ 447,719 100
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c) Statements of comprehensive income
PRESIDENT WEALTH MANAGEMENT (HK) LTD. STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2022 AND 2021
| Items | |||||
|---|---|---|---|---|---|
| Amount | |||||
| Expenditures and expenses Other operating expenses Total expenditures and expenses Non-operating gains and losses Other gains and losses Profit (loss) before tax Income tax expense Net income (loss) Items |
|||||
| Amount | |||||
| Expenditures and expenses Other operating expenses Total expenditures and expenses Non-operating gains and losses Other gains and losses Profit (loss) before tax Income tax expense Net income (loss) |
37,226) ($ 37,226) ( 333 36,893) ( - 36,893) ($ |
354
-
3) Information of overseas branches and representative office: None.
-
4) Disclosure of investment in Mainland China
a) Information of investment in Mainland China
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----- Start of picture text -----
Accumulated Amount remitted from Taiwan to Accumulated Accumulated
amount of Mainland China/ Amount remitted amount of Ownership Investment income Book value of amount of
Investee in Investment remittance from back to Taiwan for the year ended remittance from Net income of held by the (loss) recognized by investments in investment income
Mainland Main business Paid-in capital method Taiwan to December 31, 2022 Taiwan to investee as of Company the Company for Mainland China as remitted back to
activities (Note 4) December 31, the year ended
China (Note 1) Mainland China Mainland China as (direct or of December 31, Taiwan as of
as of January 1,2022 Remitted toMainland Remitted backto Taiwan of December 31,2022 2022 indirect) December 31, 2022(Note 2) 2022 December 31,2022
China
Jin Yuan Securities $ 6,612,000 Directly $ 2,481,388 $ 656,781 $ - $ 3,138,169 ($ 577,258) 49% ($ 282,857) $ 2,764,018 $ -
President brokering, securities invest in a
The financial
Securities dealing, securities company in
statements that are
Co., Ltd. underwriting and Mainland
audited by
sponsoring service China
international
accounting firm
which has
cooperative
relationship with
accounting firm in
R.O.C.
Limitation on investment in Mainland China (expressed in thousands of dollars)
Accumulated amount of remittance Investment amount approved by the Ceiling on investments in Mainland
Company name from Taiwan to Mainland China as of Investment Commission of the Ministry of China imposed by the Investment
December 31, 2022 Economic Affairs (MOEA) Commission of MOEA
Jin Yuan President Securities
$ 3,138,169 $ 3,138,169 $ 17,883,893
Co., Ltd.
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b) Limitation on investment in Mainland China (expressed in thousands of dollars)
Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:
-
(1) Directly invest in a company in Mainland China.
-
(2) Through investing in an existing company in the third area, which then invested in the investee in Mainland. (Please indicate investment company in the third area.)
355
(3) Others.
Note 2: In the ‘Investment income (loss) recognized by the Company for the year ended December 31, 2022’ column:
-
(1) It should be indicated if the investee was still in the incorporation arrangements and had not yet any profit during this period.
-
(2) Indicate the basis for investment income (loss) recognition in the number of one of the following three categories:
-
a. The financial statements that are audited and attested by international accounting firm which has cooperative relationship with accounting firm in R.O.C.
-
b. The financial statements that are audited and attested by R.O.C. parent company's CPA.
-
c. Others.
Note 3: The numbers in this table are expressed in New Taiwan Dollars.
Note 4: The paid-in capital of Jin Yuan President Securities Co.,Ltd. is CNY 1.5 billion.
- 5) Major shareholder information
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Major shareholder Number of shares held (thousands) Shareholding ratio
Uni-President Enterprises Corp. 417,516 28.67%
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-
Note 1: The information of major shareholders in this table is based on the last business day of the end of each quarter by Taiwan Depository and Clearing Corp., which determines shareholders holding more than 5% of ordinary shares and special shares of securities firms that have completed unregistered delivery (including treasury shares). As for the share capital recorded in the financial report of the securities firm and the actual number of shares delivered by the securities firm without physical registration, there may be differences due to different calculation bases.
-
Note 2: In the case of the above information, if a shareholder delivers shares to the trust, it is disclosed in individual accounts by the trustee who opened the trust account by the trustee. As for the shareholders’ declaration of insider’s shareholding in accordance with the Securities and Exchange Act, their shareholding includes their own shareholding plus the shares delivered to the trust and the right to use the trust property. For information on insider’s equity declaration, please refer to the Market Observation Post System.
356
14. SEGMENTS INFORMATION
1) General information
Financial information by the Group’s segments is disclosed in accordance with IFRS 8. Management has determined the reportable operating segments based on the reports reviewed by the Chief Operating Decision-Maker (CODM) that are used to make strategic decisions. The Group’s operating segments are classified into Brokerage, Quantitative Trading, Proprietary Trading, Fixed Income and Reinvestment according to the sources of income. The remaining operating results which have not reached the threshold requirements are consolidated in ‘other operating segments’. Sources of income from products and services rendered by each segment are as follows:
-
A. Brokerage segment: consigned trading of the listed securities, margin trading and short sale, assistance in futures trading and other instruments trading as approved by the regulations.
-
B. Quantitative Trading segment: trading of domestic/overseas futures and options, ETF arbitrage, market maker, liquidity provider, hedging, spot/futures arbitrage as approved by Law.
-
C. Proprietary Trading segment: using the self-owned equity to conduct securities trading such as stocks and bonds trading, and futures and options hedging in Stock Exchange and OTC.
-
D. Fixed Income segment: bonds segment is engaged in central government bonds, ordinary corporate bonds, convertible corporate bonds, and bills and bonds under repurchase or resale agreements transactions in OTC.
-
E. Reinvestment segment: companies reinvested by the consolidated entities.
-
F. Other operating segments include Capital Market segment, Financial Instrument segment and Shareholder Services segment.
2) Segments information
The accounting policies applied to the Group’s operating segments and summary of accounting policies disclosed in the notes to the financial statements are consistent and identical. The operating gains and losses are measured by the amount before tax and used as basis for performance appraisal. Income and expense attributable to each operating segment are attributed to the segmental gains and losses. Non-attributable indirect expenses and expenses from logistic support segment are amortized to each operating segment based on reasonable calculation standards and the expense nature. Those that cannot be reasonably amortized are listed under “Others”
357
3) Profit or loss of segments information
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Year ended December 31, 2022
Brokerage Quantitative Proprietary Fixed Income Reinvestment Other operating
segment Trading segment Trading segment segment segment segments Others Total
Segment revenues $ 3,668,448 $ 627,072 $ 266,990 ($ 131,750) $ 1,112,953 $ 648,096 $ 79,527 $ 6,271,336
Segment profit or loss $ 902,387 $ 70,029 $ 49,274 ($ 317,851) $ 191,359 ($ 29,237) $ 107,740 $ 973,701
Year ended December 31, 2021
Brokerage Quantitative Proprietary Fixed Income Reinvestment Other operating
segment Trading segment Trading segment segment segment segments Others Total
Segment revenues $ 5,516,206 $ 753,836 $ 2,528,807 ($ 21,328) $ 1,151,854 $ 1,924,808 ($ 232,564) $ 11,621,619
Segment profit or loss $ 1,985,946 $ 221,416 $ 1,975,793 ($ 208,888) $ 172,239 $ 1,016,361 ($ 493,432) $ 4,669,435
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Note 1: As operating income (loss) in total is consistent with consolidated statement of comprehensive income, there is no need for adjustment.
Note 2: The Company measures the performance of reportable operating segment based on specific performance indicators instead of assets and liabilities. The performance of reportable operating segment is regularly reviewed and assessed by the CODM as a reference for making resources allocation decision.
4) Information on products and services
The Group’s segments are based on different products and services, and had disclosed in general information. It disclosures the types of products and services of the Group’s segments 's source of income. There is no additional disclosure requirement on the income information of products and services. 5) Geographical information
The Group's external customer income from a single foreign country is immaterial, so it would not be disclosed. 6) Major customer information
The Group did not have any significant customers that account for more than 10% of its revenue, so it would not be disclosed.
358