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REC — Audit Report / Information 2022
Nov 14, 2022
52156_rns_2022-11-14_150c3660-d698-43eb-a4a6-771a506bdb43.pdf
Audit Report / Information
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Ruentex Engineering & Construction Co., Ltd. Unconsolidated Financial Statements and Report of Independent Accountants
2022 and 2021 (Stock Code: 2597)
Company Address: 10F., No. 308, Sec. 2, Bade Rd., Taipei City Phone: (02)8161-9999
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Ruentex Engineering & Construction Co., Ltd.
Unconsolidated Financial Statements and Report of Independent Accountants of 2022
and 2021
Table of Contents
| Item I. Cover page II. Table of Contents III. Independent Auditors’ Report IV. Unconsolidated Balance Sheets V. Unconsolidated Statements of Comprehensive Income VI. Unconsolidated Statements of Changes in Equity VII. Unconsolidated Statements of Cash Flows VIII. Notes to Unconsolidated Financial Statements (I) History and Organization (II) The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation (III) Application of New Standards, Amendments and Interpretations (IV) Summary of Significant Accounting Policies (V) Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty (VI) Details of Significant Accounts |
Page/Number/In |
|---|---|
| dex 1 2 ~ 4 5 ~ 14 15 ~ 16 17 18 19 ~ 20 21 ~ 83 21 21 21 ~ 23 23 ~ 34 34 ~ 35 27 ~ 64 |
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| Item (VII) Related Party Transactions (VIII) Pledged Assets (IX) Significant contingent liabilities and unrecognized contractual commitments (X) Significant Disaster Loss (XI) Significant subsequent events (XII) Others (XIII) Separately Disclosed Items 1. Information on significant transactions (including related information on subsidiaries) 2. Information on investees 3. Information on investment in China 4. Information on main investors (14) Information on operating segments IX. Details of Important Accounts Statement of cash and cash equivalents Statement of bills receivable Statement of accounts receivable Statement of changes to in-progress construction Statement of prepayments Statement of other current assets |
Page/Number/In |
|---|---|
| dex 64 ~ 70 70 70 ~ 71 71 71 71 ~ 82 82 ~ 83 82 ~ 83 83 83 83 83 Statement 1 Statement 2 Statement 3 Statement 4 Statement 5 Statement 6 |
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Page/Number/In
Item
dex
| Statement of changes in financial assets measured at fair value through profit | |
|---|---|
| or loss - non-Current | Statement 7 |
| Statement of financial Assets at amortized cost - non-Current | Statement 8 |
| Statement of changes in investments accounted for using the equity method | Statement 9 |
| Statement of changes in real estate, plant and equipment | Statement 10 |
| Detailed changes of right-of-use assets | Statement 11 |
| Statement of bills payable | Statement 12 |
| Statement of accounts payable | Statement 13 |
| Statement of changes to prepayments of construction funds | Statement 14 |
| Statement of other non-current liabilities | Statement 15 |
| Statement of operating revenue | Statement 16 |
| Statement of operating costs | Statement 17 |
| Statement of production overheads | Statement 18 |
| Statement of engineering expenses | Statement 19 |
| Statement of selling expenses | Statement 20 |
| Statement of administrative and general affairs expenses | Statement 21 |
| Statement of R&D expenses | Statement 22 |
| Summary table for employee benefits, depreciation, depletion and | |
| amortization expenses incurred during the current period | Statement 23 |
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Independent Auditors’ Report
(2023) Cai-Shen-Bao-Zi No. 22004375
Ruentex Engineering & Construction Co., Ltd.:
Audit Opinions
We have audited the accompanying financial statements of Ruentex Engineering & Construction Co., Ltd. (the Company), which comprise the unconsolidated balance sheets as of December 31, 2022 and 2021 and the unconsolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the unconsolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying unconsolidated financial statements present fairly, in all material respects, the financial position of the Ruentex Engineering & Construction as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis of Audit Opinions
We conducted our audits in accordance with the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants and auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Unconsolidated Financial Statements section of our report. We are independent of the Ruentex 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 sufficient and appropriate audit evidences have been obtained as a basis to express opinion of the audit.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the unconsolidated financial statements of the Company for the year ended December 31, 2022. These matters were addressed in the context of our audit opinion of the unconsolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Ruentex Engineering & Construction’s unconsolidated
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financial statements for the year ended December 31, 2022 are stated as follows:
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Assessment on Recognition of Construction Contract Income - Construction Completion Progress
Description of Key Audit Matters
For the year of 2022, Ruentex Engineering & Construction Group’s construction contract revenue was NT$20,502,283 thousand, representing 99.91% of standalone operating revenue. Please see Note 4(26) for accounting policies on revenue recognition, Note 5(2) for critical accounting estimates and assumptions and Note 6(20) for details of significant accounts.
The Ruentex Engineering & Construction of construction contract income of Ruentex Engineering & Construction was calculated based on the percentage of completion method and according to the completion progress during the construction contract period. The construction progress was calculated based on the percentage of the cost incurred for each construction contract up to the end of the financial report period over the expected total cost for such construction contract. The aforementioned estimation of the expected total cost was provided by Ruentex Engineering & Construction based on its estimation on various construction costs required for contracting works and material/labor expenses etc. according to the quantitative units of building structural drawings etc. of owners along with the fluctuation of the Current market price at that time.
Since the estimation of construction total cost can affect the recognition of construction completion progress and the construction contract income, and since the construction total cost items are complicated and often involving high degree of estimation, such that it can cause major uncertainty, consequently, we’ve considered listing the assessment on the construction completion progress used in the recognition of construction contract income as one of the key matters in this year’s audit.
Corresponding Audit Procedures
We summarize the audit procedures executed for the aforementioned key audit matters related to construction completion progress as follows:
- Based on our understanding of the business operation and nature of industry of Ruentex Engineering & Construction, we assessed the internal operation procedures used in the estimation of construction total cost, including the quantitative unit of building structural drawings of owners in order to determine the procedures for each construction cost (contracting works and material/labor expense) and the consistency of the estimation
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method.
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We assessed and tested the internal controls that would affect the recognition of construction contract revenue based on stage of completion, including verifying the evidence of additional or less work and significant constructions.
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We conducted on-site observation and interviews at major construction sites still in progress at the end of the sampling period to confirm that the progress of such projects was proceeding as scheduled.
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We obtained details of construction profit or loss and performed substantive procedures, including randomly checking the incurred cost of current period with the appropriate evidence, and additional or less work with the supporting documents, and recalculated the stage of completion to ensure a reasonable recognition of construction contract revenue.
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Accuracy of Time for Recognition of Construction Cost
Description of Key Audit Matters
Please see Note 4(26) for accounting policies on the recognition of construction costs.
The construction cost of each construction project of Ruentex Engineering & Construction already incurred at the end of financial report period was estimated and Ruentex Engineering & Construction according to the construction progress and the acceptance result. Such process of construction cost Ruentex Engineering & Construction often involves whether each project construction personnel performs the acceptance and pricing operation according to the actual construction result, and difference in the time for Ruentex Engineering & Construction the construction cost due to failure to perform such works properly can have significant impact on the presentation of financial statements. Consequently, during the Ruentex Engineering & Construction of construction cost, we considered and listed the accuracy of time for Ruentex Engineering & Construction of construction cost as one of the key audit matters.
Corresponding Audit Procedures
We summarize the audit procedures executed for the aforementioned key audit matters as follows:
1. We conducted understanding and tested on the process adopted by the management in the recognition of construction cost to verify that it had been performed according to the internal control operation of the Company, including that the construction personnel had performed acceptance according to the construction result and had submitted to the accounting department to perform account entry after the confirmation of the responsible supervisors.
2. We performed the cut-off test on the construction cost incurred for a certain period before and after the end of the financial report period, including the verifying the acceptance record, verifying the accuracy of the calculation of construction pricing, confirming that the construction cost incurred had been recorded at the appropriate period.
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Responsibilities of Management and Those Charged with Governance for the Unconsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the unconsolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Firms, and for such internal control as management determines is necessary to enable the preparation of unconsolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the unconsolidated financial statements, the management is responsible for assessing Ruentex Engineering & Construction’s ability the 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 Ruentex Engineering & Construction 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 Ruentex Engineering & Construction’s financial reporting process.
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Auditor’s Responsibilities for the Audit of the Unconsolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the unconsolidated 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 auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatement may be caused by fraud or error. Misstatements 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 unconsolidated financial statements.
As part of an audit in accordance with the auditing standards in the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. Also:
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Identify and assess the risk of material misstatement of the unconsolidated financial statements due to fraud or error, design and adopt appropriate countermeasures for the risks assessed, and obtain sufficient and appropriate audit evidences in order to be used as the basis for the audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Ruentex Engineering & Construction’s internal control.
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We 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 Ruentex Engineering & Construction’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
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the related disclosures in the unconsolidated financial statements or, if such disclosures are inadequate, to modify our audit 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 Ruentex Engineering & Construction to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the unconsolidated financial statements, including the disclosures, and whether the unconsolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence for the financial information of individual entities of Ruentex Engineering & Construction and provide opinions on its respective unconsolidated financial statements. We handle the guidance, supervision and execution of the audit on the Company and are responsible for preparing the audit opinion for the Company.
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).
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We also provide the governance units with statements that we have complied with relevant matters that may reasonably be thought to bear on our independence, and we have also communicated with the governance units on all relationships and other matters, including relevant protective measure, that may be considered to affect the independence of auditors.
From the matters communicated with those charged with governance, we determine those matters that were of the most significance in the audit of the unconsolidated financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation preclude public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PwC Taiwan
Chin-lien Huang
CPA Shu-chiung Chang
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Financial Supervisory Commission Approval Certificate No.: Jin-Guan-Zheng-Shen-Zi No. No. 1100348083 Former Financial Supervisory Commission, Executive Yuan Approval Certificate No.: Jin-Guan-Zheng-Shen-Zi No. No. 0990042602
March 14, 2023
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Ruentex Engineering & Construction Co., Ltd. Unconsolidated Balance Sheets December 31, 2022 and 2021
| Assets | December31,2022 Note Amount % 6(1) $ 1,719,412 11 6(20) and 7 5,164,420 33 6(2) 413,590 3 6(2) and 7 - - 6(2) 1,023,446 6 6(2) and 7 30,428 - 1,150 - 7 9,375 - 6(3) 16,290 - 6(4) and 7 381,729 2 6(1) and 8 495,233 3 9,255,073 58 6(5) and 7 3,829,288 24 6(6) 500,000 3 6(7) and 7 906,823 6 6(8) 308,291 2 6(9) and 7 934,801 6 6(10) 32,190 - 6(28) 95,254 1 44,132 - 6,650,779 42 $ 15,905,852 100 (Continued) |
Unit: NT$ thousands December31,2021 Amount % $ 1,053,133 9 3,126,954 25 1,063,779 9 5,713 - 705,722 6 241,371 2 329 - 9,180 - 13,851 - 339,591 3 541,145 4 7,100,768 58 3,124,279 26 500,000 4 910,730 8 286,903 2 149,933 1 29,224 - 92,424 1 16,766 - 5,110,259 42 $ 12,211,027 100 |
|---|---|---|
| Amount $ 1,053,133 3,126,954 1,063,779 5,713 705,722 241,371 329 9,180 13,851 339,591 541,145 7,100,768 3,124,279 500,000 910,730 286,903 149,933 29,224 92,424 16,766 5,110,259 $ 12,211,027 |
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| Current Assets 1100 Cash and cash equivalents 1140 Contract asset - current 1150 Net bills receivable 1160 Bills receivable - related parties - net 1170 Net Accounts Receivable 1180 Accounts receivable - related parties - net 1200 Other receivables 1210 Other Receivables - related party 130X Inventories 1410 Prepayments 1470 Other Current Assets 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current 1535 Amortized cost financial Assets - non-Current 1550 Investments accounted for using equity method 1600 Property, plant, and equipment 1755 Right-of-use assets 1780 Intangible Assets 1840 Deferred tax Assets 1900 Other non-current Assets 15XX Total non-current assets 1XXX Total Assets |
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Ruentex Engineering & Construction Co., Ltd. Unconsolidated Balance Sheets December 31, 2022 and 2021
| Liabilities and Equity | Note 6(11) 6(12) 6(20) and 7 7 7 6(13) 6(9) and 7 6(28) 6(9) and 7 6(14)(15) 6(16) 6(17) 6(18) 6(19) 9 11 |
December31,2022 Amount % $ 2,289,000 14 569,515 4 979,793 6 890,728 6 12,785 - 2,274,730 14 34,091 - 566,746 4 469,696 3 76,971 - 8,630 - 8,172,685 51 13,939 - 860,450 6 326,297 2 1,200,686 8 9,373,371 59 1,849,500 12 779,348 5 535,418 3 2,077,092 13 1,291,123 8 6,532,481 41 $ 15,905,852 100 |
Unit: NT$ thousands December31,2021 Amount % $ 400,000 3 269,852 2 1,088,450 9 733,141 6 12,748 - 1,720,964 14 13,059 - 552,187 5 351,483 3 51,480 - 7,120 - 5,200,484 42 13,975 - 99,313 1 221,170 2 334,458 3 5,534,942 45 1,849,500 15 773,446 7 350,043 3 1,859,130 15 1,843,966 15 6,676,085 55 $ 12,211,027 100 |
|---|---|---|---|
| Amount $ 2,289,000 569,515 979,793 890,728 12,785 2,274,730 34,091 566,746 469,696 76,971 8,630 8,172,685 13,939 860,450 326,297 1,200,686 9,373,371 1,849,500 779,348 535,418 2,077,092 1,291,123 6,532,481 $ 15,905,852 |
Amount $ 400,000 269,852 1,088,450 733,141 12,748 1,720,964 13,059 552,187 351,483 51,480 7,120 5,200,484 13,975 99,313 221,170 334,458 5,534,942 1,849,500 773,446 350,043 1,859,130 1,843,966 6,676,085 $ 12,211,027 |
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| Current liabilities 2100 Short-term borrowings 2110 Short-term bills payable 2130 Contract liabilities - current 2150 Notes payable 2160 Notes payable - related party 2170 Accounts Payable 2180 Accounts payable - related party 2200 Other payables 2230 Income tax liabilities of current period 2280 Lease liabilities - current 2300 Other Current liabilities 21XX Total Current Liabilities Non-current liabilities 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2600 Other non-Current liabilities 25XX Total Non-Current Liabilities 2XXX Total Liabilities Equity Capital 3110 Share capital Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3350 Undistributed earnings Other equities 3400 Other equities 3XXX Total Equity Significant contingent liabilities and unrecognized contractual commitments Significant subsequent events 3X2X Total Liabilities and Equity |
The attached unconsolidated financial statement and notes are parts of this unconsolidated financial report, please refer to them all together.
Chairman: Lee, Chih-Hung
Manager: Mo, Wei-Han
Accounting Manager: Chao, Tsun-Kuo
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Ruentex Engineering & Construction Co., Ltd. Unconsolidated Statements of Comprehensive Income For the Years Ended December 31, 2022 and 2021
Unit: NT$ thousands (Except earnings per share, which is in NT$)
| Item | 2022 2021 Note Amount % Amount % 6(20) and 7 $ 20,520,949 100 $ 17,943,371 100 6(3)(10)(21)(26)(2 7) and 7 ( 17,555,188 ) ( 86)( 15,026,290) ( 84) 2,965,761 14 2,917,081 16 6(7) - - 341 - 6(7) 1,107 - 920 - 2,966,868 14 2,918,342 16 6(10)(26)(27) and 7 ( 58,682 ) - ( 62,732 ) - ( 576,442 ) ( 3) ( 538,462 ) ( 3) ( 31,629 ) - ( 33,557 ) - 6(26) and 12(2) ( 235 ) - - - ( 666,988 ) ( 3)( 634,751) ( 3) 2,299,880 11 2,283,591 13 6(6)(22) 22,308 - 19,390 - 6(5)(23) and 7 174,420 1 61,655 - 6(7)(24) 18,561 - ( 26,305 ) - 6(9)(25) and 7 ( 26,451 ) - ( 5,036 ) - 6(7) 37,122 - ( 32,227) - 225,960 1 17,477 - 2,525,840 12 2,301,068 13 6(28) ( 465,311 ) ( 2)( 458,850) ( 3) $ 2,060,529 10 $ 1,842,218 10 6(7)(15) $ 9,115 - $ 14,350 - 6(19) ( 553,228 ) ( 3) 1,418,324 8 6(28) ( 1,757 ) - ( 2,822 ) - ( 545,870 ) ( 3) 1,429,852 8 6(19) - - 21,499 - 6(28) - - ( 4,300) - - - 17,199 - $ 1,514,659 7 $ 3,289,269 18 6(29) $ 11.14 $ 9.96 $ 11.13 $ 9.95 |
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| 4000 Operation income 5000 Operation cost 5900 Gross profit 5910 Unrealized sales losses 5920 Realized sale gains 5950 Net gross operating profit Operating Expenses 6100 Selling expenses 6200 General & administrative expenses 6300 R&D expenses 6450 Expected credit impairment losses 6000 Total Operating Expenses 6900 Operating Profit Non-operating Income and Expenses 7100 Interest revenue 7010 Other income 7020 Other gains and losses 7050 Financial Costs 7070 Share of other comprehensive gains and losses of subsidiaries, affiliates and joint ventures recognized using the Equity method 7000 Total non-operating income and expenses 7900 Net profit before tax 7950 Income tax expense 8200 Net income of current period Other comprehensive income (net) Items not to be reclassified into profit or loss 8311 Remeasurement of defined benefit plans 8316 Unrealized profit or loss on equity investments at fair value through other comprehensive income 8349 Income tax relating to non-reclassified items 8310 Total of items not to be reclassified into profit or loss Items may be reclassified subsequently to profit or loss 8361 Exchange differences on translating foreign operations 8399 Income tax related to items may be reclassified into profit or loss 8360 Total of items may be reclassified subsequently to profit or loss 8500 Total comprehensive income for the current period Earnings per share 9750 Basic earnings per share 9850 Diluted earnings per share |
The attached unconsolidated financial statement and notes are parts of this unconsolidated financial report, please refer to them all together.
Chairman: Lee, Chih-Hung
Manager: Mo, Wei-Han
Accounting Manager: Chao, Tsun-Kuo
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Unit: NT$ thousands
Ruentex Engineering & Construction Co., Ltd. Unconsolidated Statements of Changes in Equity
For the Years Ended December 31, 2022 and 2021
| 2021 Balance at January 1, 2021 Net income of current period Other comprehensive income Total Comprehensive Income Current Period Appropriation and distribution of the earnings for 2020 Legal reserve Cash dividends Share dividend Cash dividends from the legal reserve Changes in the ownership interests of subsidiaries as recognized Balance on December 31, 2021 2022 Balance on January 1, 2022 Net income of current period Other comprehensive income Total Comprehensive Income Current Period Appropriation and distribution of the earnings for 2021 Legal reserve Cash dividends Disposal of equity in subsidiaries (without losing control) Balance on December 31, 2022 |
Note | Share capital | Capitalsurplus | Capitalsurplus | Retained earnings | Retained earnings | Retained earnings | Otherequities | Otherequities | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Issued at premium |
Difference between the equity price and the book value of acquisition or disposition of subsidiaries |
Changes in the ownership interests of subsidiaries as recognized |
Legal reserve | Undistributed earnings |
Exchange differences on translating foreign operations |
Unrealized financial assets at fair value through other comprehensive income acquired Income (Loss) |
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| 6(19) 6(18) 6(16) 6(18) 6(7) 6(19) 6(18) 6(7) |
$ 1,350,000 - - - - - 499,500 - - $ 1,849,500 $ 1,849,500 - - - - - - $ 1,849,500 |
$ 520,455 - - - - - - - - $ 520,455 $ 520,455 - - - - - - $ 520,455 |
$ 18,858 - - - - - - - - $ 18,858 $ 18,858 - - - - - 5,902 $ 24,760 |
$ 218,380 - - - - - - - 15,753 $ 234,133 $ 234,133 - - - - - - $ 234,133 |
$ 722,225 - - - 100,318 - - ( 472,500 ) - $ 350,043 $ 350,043 - - - 185,375 - - $ 535,418 |
$ 1,010,202 1,842,218 11,528 1,853,746 ( 100,318 ) ( 405,000 ) ( 499,500 ) - - $ 1,859,130 $ 1,859,130 2,060,529 7,358 2,067,887 ( 185,375 ) ( 1,664,550 ) - $ 2,077,092 |
($ 17,199 ) - 17,199 17,199 - - - - - $ - $ - - - - - - - $ - |
$ 425,642 - 1,418,324 1,418,324 - - - - - $ 1,843,966 $ 1,843,966 - ( 553,228 ) ( 553,228 ) - - 385 $ 1,291,123 |
$ 4,248,563 1,842,218 1,447,051 3,289,269 - ( 405,000 ) - ( 472,500 ) 15,753 $ 6,676,085 $ 6,676,085 2,060,529 ( 545,870 ) 1,514,659 - ( 1,664,550 ) 6,287 $ 6,532,481 |
The attached unconsolidated financial statement and notes are parts of this unconsolidated financial report, please refer to them all together.
Chairman: Lee, Chih-Hung
Manager: Mo, Wei-Han
Accounting Manager: Chao, Tsun-Kuo
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Ruentex Engineering & Construction Co., Ltd. Unconsolidated Statements of Cash Flows For the Years Ended December 31, 2022 and 2021
Unit: NT$ thousands
| Cash flows from operating activities Profit before Income Tax current period Adjustments Income and expenses with no cash flow effects Realized sale gains Unrealized sales losses Realized gains from disposal of assets Expected credit impairment losses Investment income or loss from investment accounted for using equity method Loss on liquidation of subsidiary Depreciation expense Amortization Interest revenue Dividend income Gains on write-off of accounts payable past due Other income Loss (gain) on disposal of property, plant and equipment Interest Cost Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Contractual assets - Current Notes receivable Notes Receivable – related party Accounts receivable Accounts receivable - related party Other receivables Other receivables - related Party Inventories Prepayments Other Current Assets Net change in liabilities related to operating activities Contractual Liabilities - Current Notes payable Notes Payable – related Party Accounts Payable Accounts Payable – related Party Other payables Other Current liabilities Other non-Current liabilities Cash flow in from operating Interest received Dividends received Interest paid Income tax paid Cash inflow from operating activities |
Note 2022 2021 $ 2,525,840 $ 2,301,068 6(7) ( 1,107 ) ( 920 ) 6(7) - ( 341 ) 6(7) ( 1,397 ) ( 2,898 ) 6(26) and 12(2) 235 - 6(7) ( 37,122 ) 32,227 6(7)(24) - 24,618 6(8)(9)(26) 146,903 122,542 6(10)(26) 3,866 3,346 6(22) ( 22,308 ) ( 19,390 ) 6(23) ( 153,511 ) ( 47,577 ) 6(23) ( 878 ) ( 3,004 ) ( 16,767 ) ( 4,521 ) 6(24) ( 10,475 ) 116 6(25) 26,451 5,036 ( 2,037,466 ) ( 778,892 ) 650,189 ( 1,063,779 ) 5,713 100,013 ( 317,959 ) ( 162,497 ) 210,943 ( 217,820 ) ( 232 ) 456 ( 195 ) ( 44 ) ( 2,439 ) ( 6,378 ) ( 42,138 ) ( 177,264 ) 5,953 ( 3,878 ) ( 108,657 ) 561,696 157,587 29,244 37 3,541 562,550 505,311 21,032 ( 9,219 ) 18,218 183,375 1,510 1,663 26,100 4,152 1,610,476 1,379,982 21,719 19,537 167,239 126,248 ( 23,142 ) ( 5,044 ) ( 351,722 ) ( 258,921 ) 1,424,570 1,261,802 |
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(Continued)
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Ruentex Engineering & Construction Co., Ltd. Unconsolidated Statements of Cash Flows For the Years Ended December 31, 2022 and 2021
Unit: NT$ thousands
| Cash flows from investing activities Decrease (increase) in other financial assets - current Return of capital from investment accounted for using the equity method Acquisition of financial Assets at fair value through other comprehensive income acquired - non-Current Investment accounted for using the equity method Real estate, plant and equipment acquired Disposal the payment of property, plant and equipment Acquisition of intangible assets Increase in prepayments for equipment Decrease (increase) in refundable deposits Cash used in investing activities Cash flows from financing activities Increase in short-term borrowings Increase in short-term bills payable Principal elements of lease payments Increase in guarantee deposits Cash dividends paid Net cash inflow (outflow) from financing activities Increase of cash and cash equivalents current period Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period |
Note 2022 2021 $ 45,263 ( $ 460,539 ) 6(7) - 136,576 6(5) ( 1,221,819 ) - 6(7) - ( 82,365 ) 6(8) ( 92,302 ) ( 64,666 ) 17,144 - 6(10) ( 6,832 ) ( 8,711 ) ( 5,598 ) ( 6,945 ) ( 34,017 ) 968 ( 1,298,161 ) ( 485,682 ) 6(31) 1,889,000 400,000 6(31) 300,000 270,000 6(31) ( 73,953 ) ( 60,500 ) 6(31) 89,373 196 6(18) ( 1,664,550 ) ( 877,500 ) 539,870 ( 267,804 ) 666,279 508,316 1,053,133 544,817 $ 1,719,412 $ 1,053,133 |
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The attached unconsolidated financial statement and notes are parts of this unconsolidated financial report, please refer to them all together.
Chairman: Lee, Chih-Hung
Manager: Mo, Wei-Han
Accounting Manager: Chao, Tsun-Kuo
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Ruentex Engineering & Construction Co., Ltd. Notes to Unconsolidated Financial Statements
2022 and 2021
Unit: NT$ thousands (Except as Otherwise Indicated)
I. History and Organization
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Ruentex Engineering & Construction Co., Ltd. (hereinafter referred to as “the Company”) was formerly known as the PING HUEI CONSTRUCTION INC. established in November 1975. In April 2006, Ruen-An Mechanical & Electrical Engineering, Co., Ltd. and Ruentex Engineering & Construction Co., Ltd. merged. The Company is the surviving company and in December of the same year, the name was changed to Ruentex Engineering & Construction Co., Ltd.
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After going through the first capital increase, as of December 31, 2022, the Company’s paid-in capital was NT$1,849,500 with face value per share at NT$10. There are a total of 184,950,000 shares and all shares are issued as common stock. Of which, Ruentex Development Co., Ltd. owns 39.14% of the Company’s equity.
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The main businesses of the Company are: (1) Contract of construction and civil engineering, (2) Electrical and mechanical engineering, water supply engineering, and refrigeration and air-conditioning engineering services, (3) Manufacture and sale of beams, columns, floor slabs, exterior walls, and building structural components, (4) Planning, design, and consultancy for precast and civil engineering, (5) Distribution and import-export trading business for all preceding materials and equipment.
-
The Company has been listed for trading on the Taipei Stock Exchange (TWSE) since March 26, 2010.
II. The Date of Authorisation for Issuance of the Financial Statements and Pr ocedures for Authorisation
The unconsolidated financial statements were authorized for issuance by the Company’s board of directors on March 14, 2023.
III. Application of New Standards, Amendments and Interpretations
- (I) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRSs”) as endorsed and issued by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed and issued by FSC effective from 2022 are as follows:
New and revised standards, amendments to standards and interpretations
Effective date published by the International Accounting Standards Board
~21~
Amendment to IFRS 3 - “Reference to the Conceptual January 1, 2022 Framework” Amendments to IAS 16 “Property, Plant and Equipment - January 1, 2022 Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a January 1, 2022 Contract” 2018-2020 annual improvements cycle January 1, 2022
The above standards and interpretations have no significant impact to the Company’s financial condition and operating result based on the Company’s assessment.
- (II) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRSs”) as endorsed by FSC
New standards, interpretations and amendments endorsed by FSC effective from 2023 are as follows:
| New and revised standards, amendments to standards and interpretations Amendments to IAS 1 “Disclosure of Accounting Policies” Amendments to IAS 8 “Definition of Accounting Estimates” Amendments to IAS 12 - “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction” |
Effective date published |
|---|---|
by the International Accounting Standards Board January 1, 2023 January 1, 2023 January 1, 2023 |
The above standards and interpretations have no significant impact to the Company’s financial condition and operating result based on the Company’s assessment.
(III) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| New and revised standards, amendments to standards and interpretations 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” Amendment to IFRS 17 “Insurance Contracts” |
Effective date published |
|---|---|
by the International Accounting Standards Board To be determined by the International Accounting Standards Board (IASB) January 1, 2024 January 1, 2023 January 1, 2023 |
~22~
Amendments to IFRS 17 - “Initial Application of IFRS 17 and January 1, 2023 IFRS 9—Comparative Information”
Amendment to IAS 1 “Classification of Liabilities as Current or January 1, 2024 Non-current” 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 operating result based on the Company’s assessment.
IV. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these unconsolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(I) Compliance statement
The unconsolidated financial statements were prepared in accordance with the ‘Regulations Governing the Preparation of Financial Reports by Securities Issuers’.
-
(II) Basis of preparation
-
Except for the following items, these unconsolidated financial statements have been prepared under the historical cost convention:
-
(1) Financial assets at fair value through other comprehensive income.
-
(2) Defined benefit liabilities recognized based on the net amount of pension fund Assets less present value of defined benefit obligation.
-
-
The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations 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 judgment in the process of applying the Company’s accounting poli cies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the unconsolidated financial statements are disclosed in Note 5.
(III) Foreign currency translation
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The unconsolidated financial statements are presented in “NT dollars”, which is the Co mpany’s functional currency.
-
Foreign currency translation and balances
-
(1) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and
~23~
losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.
- (2) Monetary Assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss.
- (3) Non-monetary Assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated 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. However, non-monetary Assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
- (4) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of income within “other gains and losses”.
-
Translation of foreign operations
-
(1) 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 by applying the following approaches:
-
A. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate on 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.
-
-
(2) Goodwill and fair value adjustment created by acquiring a foreign operation are treated as assets and liabilities of the foreign entity and translated at the foreign exchange rates ruling at the end of the period.
-
-
(IV) Classification of Current and non -Current items
-
Assets that meet one of the following criteria are classified as Current Assets:
-
(1) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;
-
(2) Assets held mainly for trading purposes;
-
(3) Assets that are expected to be realized within 12 months from the
- balance sheet date;
-
(4) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than 12 months after the balance sheet date.
-
~24~
Assets that do not meet the above criteria are classified as non -Current assets.
-
Liabilities that meet one of the following criteria are classified as Current liabilities:
-
(1) Liabilities that are expected to be settled within the normal operating cycle;
-
(2) Assets held mainly for trading purposes;
-
(3) Liabilities that are to be settled within 12 months from the balance sheet date;
-
(4) Liabilities for which the repayment date cannot be extended unconditionally to more than 12 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.
-
Liabilities that do not meet the above criteria are classified as non -Current liabilities.
-
-
The operating cycles of construction contracts are usually longer than one year, so assets and liabilities in relation to operation and long -term construction contracts are classified as current or non-current according to the length of their operating cycles.
-
(V) Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change 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.
(VI) Financial Assets at fair value through other comprehensive income acquired
-
It refers to an irrevocable choice made during the initial recognition, and the fair value change of the equity tool investment not held for trading is listed in the other comprehensive income.
-
On a regular way purchase or sale basis, financial Assets at fair value through comprehensive income are recognized and derecognized using settlement date accounting.
-
The Company initially recognized the financial Assets at fair value through profit or loss are initially recognized at fair value, and subsequently, they were measured and stated at fair value:
The fair value change of equity tool is recognized under the other comprehensive income, and during the derecognition, the cumulative profit or loss previously recognized under the other comprehensive income should not be re-categorized into income, but should be listed under the retained earnings. When the right for dividend receipts is confirmed, the economic benefit related to the dividend may be received as income, and when the
~25~
dividend amount can be reliably measured, the Company then recognizes it as dividend income.
(VII) Financial assets at amortised cost
-
Refer to financial Assets satisfying the following criteria at the same time:
-
(1) Financial Assets held under the operating model for the purpose of receiving contractual cash flows.
-
(2) Where contract terms of such financial Assets generated cash flow of specific date, and it is completely for the payment of the interest of principle and external circulating principle amount.
-
On a regular way purchase or sale basis, the Company recognizes or derecognizes financial Assets at amortized cost by using settlement date accounting.
-
During the initial recognition the Company calculated the transaction cost measurement at fair value, and subsequently adopted the effective interest rate method to recognize the interest income according to the amortization procedure during the circulation period, and to recognize the impairment loss. In addition, during the derecognition, the gain or loss was recognized in the income or loss.
(VIII) Notes and accounts receivable
-
Refer to accounts and notes to be received due to transfer of commodities or labors already performed unconditionally in exchange for the right for consideration amount according to the contract terms.
-
However, short-term notes and accounts receivable without bearing interest are subsequently measured at initial invoice amount as effect of discounting is immaterial.
(IX) Impairment of financial assets
The Company assesses the financial Assets at amortized cost at each balance sheet date, and after considering all reasonable and evidentiary information (including prospective information), measure the loss allowance according to the 12-month expected credit loss for the financial Assets without significant increase of credit risk after the initial recognition. For the financial Assets with credit risk already increased significantly after the initial recognition, loss allowance is measured according to the expected credit loss amount during the existence period. For the accounts receivable or contract Asse ts without material financial composition, the loss allowance is measured according to the expected credit loss during the existence period.
- (X) Derecognition of financial assets
The Company derecognizes a financial asset when one of the following conditions is met:
-
The contractual rights to receive the cash flows from the financial asset
-
expire.
-
The contractual rights to receive cash flows of the financial asset have
~26~
been transferred and the Company has transferred substantially all risks and rewards of ownership of the financial asset.
- 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.
(XI) Inventories
The inventory is measured based on the cost and net realizable value, whichever is lower, and determined using the weighted average approach. The cost of finished goods and work-in-progress includes raw materials, direct labor, other direct costs, and production-related manufacturing expenses but does not include borrowing costs. Comparing the cost and the net realizable value to see which is lower, the item-by-item comparison approach is adopted. The net realizable value refers to the balance of the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to make the sale.
(XII) Investment using the equity method/Subsidiaries
-
Subsidiaries are all entities (including structural 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.
-
Unrealized profit (loss) occurred from the transactions betw een the Company and subsidiaries have been offset. The accounting policies of the subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
-
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, the Company continues to recognize losses proportionate to its ownership.
-
Pursuant to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, profit (loss) of the Current period and other comprehensive income in the unconsolidated financial statements shall equal to the amount attributable to owners of the parent in the consolidated financial statements. Owners’ equity in the unconsolidated financial statements shall equal to equity attributable to owners of the parent in the consolidated financial statement.
(XIII) Property, plant, and equipment
-
Property, plant and equipment are recorded at acquisition cost, and the interest is capitalized over the acquisition and construction period.
-
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
~27~
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.
-
Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of real estate, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
-
The Assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. 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, plant and equipment are as follows:
| as follows: | |
|---|---|
| Buildings and structures | 3 years ~ 60 years |
| Machinery and equipment | 2 years ~ 18 years |
| Transportation equipment | 3 years ~ 7 years |
| Office equipment | 2 years ~6 years |
| Leased assets | 5 years |
| Leasehold improvements | 5 years ~ 10 years |
| Miscellaneous equipment | 2 years ~ 10 years |
(XIV) Lessees’ lease transactions - right-of-use assets/lease liabilities
-
The lease assets are recognized as the right-of-use assets and lease liabilities on the date availed to the Company. If the lease contracts are short-term lease or low-value underlying asset lease, the lease payments are recognized as expenses during the lease terms with the straight line method.
-
From the starting date of lease, the lease liabilities are recognized at the current values of the unpaid lease payments discounted with the Company’s incremental lending rate; the lease payments include the fixed payments deducting the receivable lease incentives. Subsequently, th ey are measured at the amortized costs based on the interest method, and recognized as the interest expenses during the lease terms. Shall the lease terms or lease payments change due to the non-contractual modifications, the lease liabilities will be measured again, and the re-measurements will be used to adjust the right-of-use assets.
-
The right-of-use assets are recognized as the costs on the starting date of leases. The costs include the original measured amount of the lease liabilities. Subsequently, they are measured at the costs; the depreciation
~28~
expenses are recognized at the end of useful lives, or the expiry of the lease terms, whichever is earlier. Shall the lease liabilities be reassessed, the right-of-use assets will adjust any re-measurement of the lease liabilities.
(XV) Intangible Assets
1. Patent right
It is the royalty paid to obtain operation and professional technology recognized in acquisition cost and amortized on a straight-line basis over the estimated useful life of 10-20 years.
- Computer software
Computer software is stated at acquisition cost and amortized on a straight line basis with useful lives of 3~5 years.
(XVI) Impairment of non-financial Assets
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. 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.
(XVII) Loans
Refer to short-term borrowings from banks and other short-term loans. During the initial recognition, the Company measures according to the fair value with deduction of transaction cost. Subsequently, for any difference between the amount after the deduction of transaction cost and the redemption value, the effective interest method is adopted to recognize the interest expense in the profit or loss according to amortized procedure during the circulation period.
(XVIII) Notes and accounts payable
-
Debt arising from purchase of raw materials, goods or services and notes payable arising from ordinary course of business or non -business related matters.
-
For short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as effect of discounting is immaterial.
(XIX) Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when, the contract’s obligations are discharged, cancelled, or expired.
~29~
(XX) Financial guarantee contract
This refers to when the specific debtor is unable to repay the debts based on the original or revised debt instrument terms and conditions upon the maturity of debts, and the Company must pay the specific payment for reimbursement to the holder for the contract losses incurred. The Company adjusts the transaction cost measurement using fair value on the trading day on initial recognition. Subsequently, taking the best estimation for the pay off of the expenses required by present obligation at the end of the balance sheet date, and the amount on initial recognition to deduct the accumulated amortization balance recognized, whichever is higher is used for the measurement.
(XXI) Provisions
Provisions for warranty liability are recognized when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessment of the time value of money and the risks specific to the obligation. Provisions are not recognized for future operating losses.
(XXII) Employee benefits
- 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.
-
Pensions
-
(1) Defined contribution plans
For defined contribution plans, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.
-
(2) Defined benefit plans
-
A. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in Current period or prior periods. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan Assets, together with adjustments for unrecognized past service costs. The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to
~30~
discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.
-
B. Remeasurement arising on defined benefit plans is recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
Termination benefits
Termination benefits are benefits paid to employees when their employment has been terminated prior to their ordinary date of retirement or for acceptance of termination of employment. Termination benefits are recognized when the Company can no longer with draw the offer of the benefit or when the Group recognizes costs for a restructuring, whichever is earlier. Benefits that are not expected to be settled wholly before twelve months after the end of the balance sheet date should be discounted.
- Employees’ compensation and directors’ remuneration
Employees’ compensation and directors’ remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal obligation 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. If employee compensation is distributed by shares, the Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
(XXIII) Income tax
-
The income tax expense for the period comprises Current and deferred tax. Income tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.
-
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. The management assesses the status of income tax declaration according to relevant applicable income tax laws, and shall pay the income tax liability estimated to the taxation agency according to the expect ion under applicable status. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the shareholders resolve to retain the earnings in a shareholders’ meeting of the following year.
-
Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. The deferred income tax is not accounted for if it arises from
~31~
initial recognition of goodwill or 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 nor loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates or laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
-
Deferred income tax Assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax Assets are reassessed.
-
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 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.
-
Tax credits resulting from research and development expenditures are treated with accounting for income tax credits.
(XXIV) Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.
(XXV) Dividends
Dividends distributed to the Company’s shareholders are recognized in the financial statements when the distribution is resolved at the shareholders’ meeting. Cash dividends are recognized as a liability, while stock dividends are recognized as stock dividends to be distributed and transferred to common stock on the record date for issuing the new shares.
(XXVI) Income
-
Revenues from product Sales
-
(1) For the cement and building material related products manufactured and sold by the Group, the income from sale of goods is recognized when the control of goods is transferred to customers, i.e. when the goods are delivered to the customer. In addition, the Company has no unfulfilled obligations that may affect the customer from accepting
~32~
the goods. When goods are transported to the designated location, the obsolete and impairment risks have been transferred to the customer, and customer also accepts goods according to the sales contract, or when there is objective evidence proofing that all acceptable standards have been satisfied, which occurs when the goods is delivered to the customer.
-
(2) Accounts receivable is recognized when goods are delivered to customers since starting from such time of delivery, the Company has the unconditional right on the contract price, and the Company can receive the consideration from the customer after time has passed.
-
(3) Financial component
Since the period from the time when contracts are signed between the Company and customers, the goods or services are promised to be transferred to customers to the time when the payments are made by customers have not exceeded one year, consequently, the Company has not adjusted the transaction price to reflect the currency time value.
-
Construction contract revenue
-
(1) The Company sub-contracts construction projects. As the performance of construction contracts creates or enhances one asset, and the concerned asset becomes under control of the client or does not create an asset with an alternative use to the Company, and the Company has an enforceable right to payment for performance completed to date, the Company recognizes revenue over time as it satisfies the performance obligation.
-
(2) The Company’s recognition of construction contract revenue is based on the stage of completion of a contract using the percentage of completion method of accounting during the duration of a contraction. The contract costs are recognized as expenses in the incurred period. The stage of completion is determined by reference to the contract costs incurred to date and the proportion that contract costs incurred for work performed to date compared to the estimated total contract costs. If the total contract costs are probable to exceed total contract revenue, the estimated loss is recognized as expenses immediately. When the results of the construction contracts may not be able to be used to reasonably measure the results of the performance obligations, but the Company expects to recover the incurred costs when the performance obligations are fulfilled, the Company will only recognize the contracts in revenue within the scope of the incurred costs before the results of the performance obligations can be measured.
-
(3) The Company’s estimations for revenue, costs, and stage of completion are adjusted accordingly. Any variation of estimated revenue or costs arising from change of estimations is reflected in profit or loss in the period when the condition for change of
~33~
estimation is made known to the management.
-
(4) The variable consideration arising from performance bonuses, penalties or claims that could result in variation of total contract price is only included in the transaction price if, and to the extent that, it is highly probable that its inclusion will not result in a significant revenue reversal in the future.
-
(5) Retention money mandated in the construction contract should be paid after acceptance of construction by the customers. The retention money receivable is a form of protection for its customers in the event that the counter-party does not perform parts or all obligations properly, and thus does not contain any significant financing component.
-
(6) The excess of receivables from customers on construction contracts, that is, the cumulative costs incurred plus, recognized profits (less recognized losses) over the progress billings on each construction contract is presented as a contract asset. While the excess of the progress billings over the cumulative costs incurred plus, recognized profits (less recognized losses) on each construction contract is presented as a contract liability.
(XXVII) Government grants
Government grants are recognized at fair value when there is reasonable assurance that an enterprise will comply with the conditions attached to the government grants and will receive the grant. If the nature of the government grants is to compensate the expenses incurred by the Company, such grants shall be recognized as the current profit or loss on a systematic basis during the period in which such expenses are incurred (listed as a deduction of R&D expenses).
V. Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty
The preparation of these unconsolidated financial statements requires management to make critical judgments in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of Assets and liabilities within the next financial year. The critical accounting judgments, estimates and key sources of assumption uncertainty is addressed as follows:
(I) Critical judgments in applying the Company accounting policies None.
(II) Critical accounting estimates and assumptions
- Financial assets - fair value measurement for unlisted securities with no
~34~
active market.
For the stocks of non-TWSE/TPEx companies in the active market held by the Company, the measurement at fair value is estimated mainly based on the assessment of companies of similar type, company’s technology development status, market condition and other economic indicators. Any change of determination and estimation can affect the measurement at fair value. For explanation of financial tool at fair value, please refer to Note 12(3).
On December 31, 2022, the carrying amount of the Company’s invest ments in securities of other unlisted companies with no active market was NT$78,815 (listed under “financial assets at fair value through other comprehensive income - non-current”).
- Revenue recognition
Construction contract revenue should be recognized by reference to the stage of completion in the contract period using the percentage of completion method. Contract costs are recognized in the incurred period. The stage of completion is determined based on the contract costs incurred to date and the proportion of contract costs incurred for work performed to date compared to the estimated total contract costs.
VI. Details of Significant Accounts
(I) Cash and cash equivalents
| Cash on hand and revolving funds Checking deposits Demand deposits Time deposits Cash equivalents - Bonds under repurchase agreements |
December 31, 2022 $ 4,040 175,457 39,571 - 1,500,344 $ 1,719,412 |
December 31, 2021 |
|---|---|---|
$ 3,290 163,894 424,766 136,422 324,761 $ 1,053,133 |
-
The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
The Company’s restricted cash and cash equivalents on December 31, 2022 and 2021 due to business contracts, project performance bonds, warranties, and so on guarantees were NT$471,590 and NT$516,853 respectively, which were classified as other financial assets (listed under other current assets). Please refer to Note 8 for related explanations.
~35~
(II) Notes and accounts receivable
| Notes receivable Notes Receivable – related party Accounts receivable Less: Allowance for loss Subtotal Accounts receivable - related party |
December 31, 2022 $ 413,590 - $ 413,590 $ 1,023,681 ( 235) 1,023,446 30,428 $ 1,053,874 |
December 31, 2021 $ 1,063,779 5,713 $ 1,069,492 $ 705,722 - 705,722 241,371 $ 947,093 |
|---|---|---|
- The aging analysis of accounts receivable (including related parties) and notes receivable (including related parties) is as follows:
| Not overdue 30 days and more |
December 31, 2022 Accounts receivable Notes receivable $ 1,052,167 $ 413,590 1,942 - $ 1,054,109 $ 413,590 |
December 31, 2021 Accounts receivable Notes receivable $ 947,093 $ 1,069,492 - - $ 947,093 $ 1,069,492 |
|---|---|---|
Accounts receivable $ 1,052,167 1,942 $ 1,054,109 |
Accounts receivable $ 947,093 - $ 947,093 |
The aging analysis was based on past due date.
-
The balances of the receivables and notes receivable as of December 31, 2022 and 2021 were incurred by the clients’ contracts; also as of January 1, 2021, the balances of the notes receivable (including related parties) and accounts receivables (including related parties) were NT$105,726 and NT$566,776, respectively.
-
The Company’s maximum exposure to credit risk, before consideration of associated collateral held and other credit enhancements, were NT$413,590 and NT$1,069,492 for notes receivable (including related parties), as of December 31, 2022 and 2021, respectively; the accounts receivable (including related parties) were NT$1,053,874 and NT$947,093 as of December 31, 2022 and 2021, respectively.
-
For credit risk information related to accounts receivable and notes receivable, please refer to Note 12(2).
~36~
(III) Inventories
December 31, 2022
| Raw materials Supplies |
Cost $ 14,745 2,547 $ 17,292 |
Allowance for valuation losses ($ 1,002) - ($ 1,002) |
Carrying amount $ 13,743 2,547 $ 16290 |
|---|---|---|---|
December 31, 2021
| December 31, 2021 | December 31, 2021 | ||
|---|---|---|---|
| Cost Raw materials $ 13,714 Supplies 240 $ 13,954 Construction costs recognized as expense in the current period. Construction cost Inventory loss from price reduction (gain from price recovery) Revenue from sales of scraps |
Cost $ 13,714 240 |
Allowance for valuation losses ($ 103) - ($ 103) 2022 $ 17,553,507 899 ( 14,930) $ 17,539,476 |
Carrying amount $ 13,611 240 |
| $ 13,851 2021 $ 15,029,170 ( 81) ( 15,128) $ 15,013,961 |
The market price recovery during 2021 led to gains on market price recovery for the Company.
(IV) Prepayments
| Prepayment for purchases Overpaid sales tax Prepaid rent Other prepayments |
December 31, 2022 $ 307,891 44,206 15,464 14,168 $ 381,729 |
December 31, 2021 |
|---|---|---|
$ 324,245 - 7,920 7,426 $ 339,591 |
~37~
-
(V) Financial assets at fair value through other comprehensive income acquired non-Current
| Item Equity Instrument Shares of TWSE listed companies Shares of the TPEx listed companies Shares of non-TWSE/TPEx listed companies Adjustments for valuation - Shares of TWSE listed companies - Shares of the TPEx listed companies - Shares of non-TWSE/TPEx listed companies |
December 31, 2022 $ 2,202,314 55,412 286,324 2,544,050 1,530,141 ( 37,394) ( 207,509) 1,285,238 $ 3,829,288 |
December 31, 2021 |
|---|---|---|
$ 983,273 52,634 286,324 1,322,231 2,030,019 ( 25,924) ( 202,047) 1,802,048 $ 3,124,279 |
-
The Company elected to classify the TWSE listed securities for stable dividends as financial assets at fair value through other comprehensive income; such investments amounting NT$3,732,455 and NT$3,013,292 as of December 31, 2022 and 2021, respectively.
-
The Company elected to classify the strategic investments of listed and unlisted shares as financial assets at fair value through other comprehensive income, amounting to NT$96,833 and NT$110,987 as of December 31, 2022 and 2021, respectively.
-
In the third quarter of 2022, the Company purchased 1,200 thousand shares in Ruentex Industries Ltd., a TWSE-listed company, from the open market, in the amount of NT$76,855.
-
TPEx-listed company, OBI Pharma, Inc., had increased its capital in cash in March 2022, and the Company subscribed for 26 thousand shar es in the amount of NT$2,778.
-
TWSE-listed company, Ruentex Industries Ltd., had increased its capital in cash in September 2022, and the Group subscribed for 22,844 shares in the amount of NT$1,142,186.
-
6 The maximum exposure to credit risk for the Company’s financial assets at fair value through comprehensive income, before consideration of associated collateral held and other credit enhancements, was NT$3,829,288 and NT$3,124,279 as of December 31, 2022 and 2021, respectively.
-
The details of financial assets at fair value through other comprehensive income recognized in profit and loss and comprehensive income (loss) are as follows:
~38~
| Item Changes in fair value recognized as other comprehensive income Dividend incomes recognized in profit and loss |
2022 ($ 516,810) $ 153,511 |
2021 $ 1,407,374 $ 47,577 |
|---|---|---|
-
For information on the credit risk of financial assets at fair value through other comprehensive income, please refer to Note 12(2).
-
(VI) Financial Assets at amortized cost- non-Current
| Item Subordinated corporate bonds |
December 31, 2022 $ 500,000 |
December 31, 2021 |
|---|---|---|
$ 500,000 |
- Detail of the financial Assets at amortized cost recognized under the profit (loss) is as follows:
| Interest revenue | 2022 $ 17,500 |
2021 $ 17,500 |
|---|---|---|
-
Under the condition where the increase of collaterals or other credits held was not considered, for the most representing financial Assets at amortized cost held by the Company, the maximum exposure amount of credit risk on December 31, 2022 and 2021 was both NT$500,000.
-
For information on the credit risk of financial assets at amortized cost, please refer to Note 12(2).
-
(VII) Investments accounted for using equity method
| January 1 Acquired the investment amount of subsidiaries Share capital returned from liquidation of subsidiaries Share of profit (loss) from investment using the equity method Distribution of earnings from investment using the equity method Loss on liquidation of subsidiary (Note 6(24)) Change of capital surplus Other equities changes (Note 6(19)) |
2022 $ 910,730 - - 37,122 ( 13,728) - 5,902 ( 36,033) |
2021 $ 1,047,855 82,365 ( 136,576) ( 32,227) ( 78,671) ( 24,618) 15,753 32,449 |
|---|---|---|
~39~
| Actuarial gains and losses of pension - subsidiaries Realized gains from disposal of assets between affiliates (Note 7) Realized sale gains between affiliates Unrealized sale losses between affiliates December 31 |
326 241 1,397 2,898 1,107 920 - 341 |
|---|---|
| $ 906,823 $ 910,730 |
- Investment details are as follows:
| Subsidiaries: Ruentex Materials Co., Ltd. (Ruentex Materials) Ruentex Interior Design Inc. (Ruentex Design) Ruen Yang Construction Co., Ltd. (Ruen Yang) |
December 31, 2022 | December 31, 2021 |
|---|---|---|
$ 810,385 92,048 4,390 $ 906,823 |
$ 822,342 85,307 3,081 $ 910,730 |
- Share of profit (loss) from investment of subsidiaries using the equity method as follows:
| Subsidiaries: Ruentex Materials Ruentex Design Ruen Yang Runzhu Architecture and Engineering (Shanghai) Co., Ltd. (Runzhu) |
2022 $ 14,919 20,894 1,309 - |
2021 ($ 40,616) 3,022 ( 6,190) 11,557 |
|---|---|---|
| $ 37,122 | ($ 32,227) |
-
The shareholders’ meeting of the Runzhu had resolved to cease the operating activities on June 30, 2020 and the liquidation and deregistration was completed on September 14, 2021. As of December 31, 2021, the capital repatriated and liquidation margin totaled NT$169,064.
-
The Company subscribed for 2,745 thousand shares issued in the cash capital increase by Ruentex Interior Design in September 2021 for a total amount of NT$82,365 with a direct shareholding of 20.34%. Because the Company’s combined direct and indirect shareholding in Ruentex Interior Design decreased from 39.15% to 35.57% and recognized NT$15,753 in capital surplus - changes in the ownership interests of subsidiaries were recognized.
-
On June 8, 2022, the Board of Directors of Ruentex Materials, a subsidiary of the Company, approved the provision of 500 thousand shares of Ruentex
~40~
Interior Design on July 19, 2022 for subscription by securities advisors-cum-underwriters. The selling price per share was NT$60, and the proceeds (less the securities exchange tax) totaled NT$29,910. Ruentex Materials’s shareholding in Ruentex Interior Design dropped from 38.89% to 35.19%. As such, the Company’s direct and indirect combined shareholding in Ruentex Interior Design has dropped from 35.57% to 34.12%, which was recognized in capital surplus - the difference between the equity price and the book value of actual acquisition or disposition of subsidiaries is NT$5,902.
6. Subsidiaries
Please refer to Note 4(3) in the consolidated financial statements for the year ended December 31, 2022 for more information on the Company’s subsidiaries.
~41~
(VIII) Property, plant, and equipment
| January 1 Cost Accumulated depreciation January 1 Addition Transfer (Note) Costs of disposal of assets Accumulated depreciation balance on disposal date Depreciation expense December 31 December 31 Cost Accumulated depreciation |
2022 Land $ 4,775 - $ 4,775 $ 4,775 - - ( 4,775) - - $- $ - - $- |
Buildings and structures Machinery and equipment $268,130 $397,765 (144,020) (352,280) $124,110 $45,485 $124,110 $45,485 - 26,618 - 12,262 ( 2,596) ( 984) 797 922 ( 6,637) ( 17,953) $115,674 $66,350 $265,534 $435,661 (149,860) (369,311) $115,674 $66,350 |
Buildings and structures Machinery and equipment $268,130 $397,765 (144,020) (352,280) $124,110 $45,485 $124,110 $45,485 - 26,618 - 12,262 ( 2,596) ( 984) 797 922 ( 6,637) ( 17,953) $115,674 $66,350 $265,534 $435,661 (149,860) (369,311) $115,674 $66,350 |
Transportatio |
Office equipment $80,374 ( 51,143) $29,231 $29,231 8,639 - ( 1,942) 1,909 ( 11,932) $25,905 $87,071 ( 61,166) $25,905 |
Leased assets $ 4,239 ( 4,239) $- $ - - - - - - $- $ 4,239 ( 4,239) $- |
Leasehold improvement |
Miscellaneou | Construction | Total $ 914,912 ( 628,009) $ 286,903 $ 286,903 92,302 6,945 ( 11,841) 5,172 ( 71,190) $ 308,291 $1,002,318 ( 694,027) $ 308,291 |
|---|---|---|---|---|---|---|---|---|---|---|
structures $268,130 (144,020) $124,110 $124,110 - - ( 2,596) 797 ( 6,637) $115,674 $265,534 (149,860) $115,674 |
||||||||||
~~n~~equipment |
s $12,996 ( 10,943) $ 2,053 $ 2,053 20,437 7,386 - - ( 1,214) $28,662 $40,819 ( 12,157) $28,662 |
s equipment | in progress $12,783 - $12,783 $12,783 10,802 ( 12,783) - - - $10,802 $10,802 - $10,802 |
|||||||
$397,765 (352,280) $45,485 $45,485 26,618 12,262 ( 984) 922 ( 17,953) $66,350 $435,661 (369,311) $66,350 |
||||||||||
$27,711 ( 18,476) $ 9,235 $ 9,235 - - ( 1,544) 1,544 ( 2,039) $ 7,196 $26,167 ( 18,971) $ 7,196 |
$106,139 ( 46,908) $59,231 $59,231 25,806 80 - - ( 31,415) $53,702 $132,025 ( 78,323) $53,702 |
Note: The balance of the transfer amount is the transfer from prepayments for business facilities.
~42~
2021
| 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| January 1 Cost Accumulated depreciation January 1 Addition Costs of disposal of assets Accumulated depreciation balance on disposal date Depreciation expense December 31 December 31 Cost Accumulated depreciation |
Land $ 4,775 - $ 4,775 $ 4,775 - - - - $ 4,775 $ 4,775 - $ 4,775 |
Buildings and structures $266,785 (137,490) $129,295 $129,295 1,345 - - ( 6,530) $124,110 $268,130 (144,020) $124,110 |
Machinery and equipment $381,716 (338,244) $43,472 $43,472 16,446 ( 397) 397 ( 14,433) $45,485 $397,765 (352,280) $45,485 |
Transportatio | Office equipment $68,913 ( 42,239) $26,674 $26,674 12,786 ( 1,325) 1,298 ( 10,202) $29,231 $80,374 ( 51,143) $29,231 |
Leased assets $ 4,239 ( 4,239) $- $ - - - - - $- $ 4,239 ( 4,239) $- |
Leasehold improvements |
Miscellaneou | Construction in progress Total $ - $852,688 - (568,485) $- $284,203 $ - $284,203 12,783 64,666 - ( 2,442) - 2,326 - ( 61,850) $12,783 $286,903 $12,783 $914,912 - (628,009) $12,783 $286,903 |
in progress $ - - $- $ - 12,783 - - - $12,783 $12,783 - $12,783 |
|||||||||
| n equipment | s equipment | ||||||||
| $11,402 ( 10,834) $ 568 $ 568 1,594 - - ( 109) $ 2,053 $12,996 ( 10,943) $ 2,053 |
|||||||||
$19,111 ( 16,178) $ 2,933 $ 2,933 8,600 - - ( 2,298) $ 9,235 $27,711 ( 18,476) $ 9,235 |
$95,747 ( 19,261) $76,486 $76,486 11,112 ( 720) 631 ( 28,278) $59,231 $106,139 ( 46,908) $59,231 |
None of the Company’s property, plants, and equipment are used for pledge.
~43~
(IX) Lease transactions - lessees
-
The underlying assets of the Company to be leased include land used for industry, offices, employee dormitories, warehouses, parking, and company vehicles in the form of operating lease, and the lease period is normally fr om 2022 to 2026. The lease contracts are negotiated individually, with different terms and conditions. The leased assets are neither to be used as collaterals for loans, nor the rights to be transferred to others in the form of business transfer or merge, among other forms.
-
The lease period for the offices, employee dormitories, and warehouses leased by the Company is less than 12 months.
-
The information of the right-of-use assets are as the following:
| January 1 Cost Accumulated depreciation January 1 Addition-Newly added lease contracts Lease contract modifications - costs Cost of derecognition Accumulated depreciation, derecognized Depreciation expense December 31 December 31 Cost Accumulated depreciation |
2022 Land $ 110,189 ( 89,266) $ 20,923 $ 20,923 860,474 - (75,990) 75,990 ( 44,945) $ 836,452 $ 894,673 ( 58,221) $ 836,452 |
Buildings $ 146,453 ( 19,528) $ 126,925 $ 126,925 - - - - ( 29,291) $ 97,634 $ 146,453 ( 48,819) $ 97,634 |
Transportation | Total $ 260,858 ( 110,925) $ 149,933 $ 149,933 860,474 107 ( 75,990) 75,990 ( 75,713) $ 934,801 $1,045,449 ( 110,648) $ 934,801 |
|---|---|---|---|---|
equipment $ 4,216 ( 2,131) $ 2,085 $ 2,085 - 107 - - ( 1,477) $ 715 $ 4,323 ( 3,608) $ 715 |
~44~
2021
| Land January 1 Cost $ 106,549 Accumulated depreciation( 58,702) $ 47,847 January 1 $ 47,847 Addition-Newly added lease contracts - Lease contract modifications - costs 3,640 Cost of derecognition - Accumulated depreciation, derecognized - Depreciation expense ( 30,564) December 31 $ 20,923 December 31 Cost $ 110,189 Accumulated depreciation( 89,266) $ 20,923 |
Buildings $ 57,461 ( 48,266) $ 9,195 $ 9,195 146,453 - ( 57,461) 57,461 ( 28,723) $ 126,925 $ 146,453 ( 19,528) $ 126,925 |
Transportation | Total $ 168,226 ( 107,694) $ 60,532 $ 60,532 146,453 3,640 ( 57,461) 57,461 ( 60,692) $ 149,933 $ 260,858 ( 110,925) $ 149,933 |
|---|---|---|---|
equipment $ 4,216 ( 726) $ 3,490 $ 3,490 - - - - ( 1,405) $ 2,085 $ 4,216 ( 2,131) $ 2,085 |
- Lease liabilities related to lease contracts are as the following:
| Total amount of lease liabilities Less: Due within one year (listed as lease liabilities - current) |
December 31, 2022 $ 937,421 ( 76,971) $ 860,450 |
December 31, 2021 $ 150,793 ( 51,480) $ 99,313 |
|---|---|---|
- Information of income items related to lease contracts are as the following:
| Items affects the income of the current period Interest expenses of lease liabilities Expenses of short-term lease contracts |
2022 $ 6,916 134,958 |
2021 $ 1,512 68,806 |
|---|---|---|
~45~
$ 141,874 $ 70,318
-
The Company’s total lease cash outflows were NT$215,827 and NT$130,818 in 2022 and 2021, respectively, which consisted of NT$134,958 and NT$68,806 rent expenses for short-term lease contracts; NT$6,916 and NT$1,512 for interest expense on lease liabilities; and NT$73,953 and NT$60,500 for lease principal repayments.
-
The Company rented lands from related parties. Please refer to Note 7(2) for related explanations.
(X) Intangible Assets
2022
| 2022 | ||
|---|---|---|
| Patent right January 1 Cost $ 49,022 Accumulated amortization( 23,599) $ 25,423 January 1 $ 25,423 Addition 4,594 Amortization ( 2,531) December 31 $ 27,486 December 31 Cost $ 53,616 Accumulated amortization( 26,130) $ 27,486 2021 Patent right January 1 Cost $ 43,911 Accumulated amortization( 21,054) $ 22,857 January 1 $ 22,857 Addition 5,111 |
Computer software | Total $ 98,722 ( 69,498) $ 29,224 $ 29,224 6,832 ( 3,866) $ 32,190 $ 105,554 ( 73,364) $ 32,190 Total $ 90,082 ( 66,223) $ 23,859 $ 23,859 8,711 |
$ 49,700 ( 45,899) $ 3,801 $ 3,801 2,238 ( 1,335) $ 4,704 $ 51,938 ( 47,234) $ 4,704 Computer software |
||
$ 46,171 ( 45,169) $ 1,002 $ 1,002 3,600 |
~46~
| Cost of asset derecognition - Balance of Accumulated amortization on the derecognition date - Amortization ( 2,545) December 31 $ 25,423 December 31 Cost $ 49,022 Accumulated amortization( 23,599) $ 25,423 |
( 71) 71 ( 801) $ 3,801 $ 49,700 ( 45,899) $ 3,801 |
( 71) 71 ( 3,346) $ 29,224 $ 98,722 ( 69,498) $ 29,224 |
|---|---|---|
- Details of amortization of intangible assets are as follows:
| Operation cost General & administrative expenses |
2022 $ 51 3,815 $ 3,866 |
2021 $ - 3,346 |
|---|---|---|
$ 3,346 |
- The Company did not pledge intangible assets to others as collateral.
(XI) Short-term borrowings
| Nature of loan Bank loan Credit Loan Interest rate collars |
December 31, 2022 $ 2,289,000 1.72%~2.01% |
December 31, 2021 |
|---|---|---|
$ 400,000 0.98% |
The guaranteed bills for the short-term borrowings the Company issues are as follows:
| Guarantee notes | December 31, 2022 $ 2,980,000 |
December 31, 2021 |
|---|---|---|
$ 2,760,000 |
(XII) Short-term bills payable
| Commercial papers payable | December 31, 2022 $ 570,000 |
December 31, 2021 |
|---|---|---|
$ 270,000 |
~47~
| Less: Unamortized discount Interest rate collars |
( 485) $ 569,515 1.00%~2.11% |
( 148) |
|---|---|---|
$ 269,852 |
||
0.33%~0.89% |
The guaranteed bills for the short-term bills payable the Company issues are as follows:
| Guarantee notes | December 31, 2022 $ 650,000 |
December 31, 2021 |
|---|---|---|
$ 550,000 |
(XIII) Other payables
| Salary and wages payable Other charges payable |
December 31, 2022 $ 519,826 46,920 $ 566,746 |
December 31, 2021 |
|---|---|---|
$ 498,503 53,684 $ 552,187 |
(XIV) Other non-Current liabilities
| Defined benefit liability Warranty provision Guarantee deposits received |
December 31, 2022 $ 96,725 129,219 100,353 $ 326,297 |
December 31, 2021 $ 104,469 105,721 10,980 $ 221,170 |
|---|---|---|
(XV) Pensions
- 1.(1) 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. 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. 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. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. In addition, the Company would assess the balance in the
~48~
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.
- (2) The amounts recognized in the balance sheet are determined as follows:
| Present value of defined benefit obligation Fair value of plan assets Defined benefit liability (List of “Other non-current liabilities”) |
December 31, 2022 ($ 214,865) 118,140 ($ 96,725) |
December 31, 2021 |
|---|---|---|
($ 212,754) 108,285 ($ 104,469) |
- (3) Movements in net defined benefit liabilities are as follows:
| 2022 Present value of defined benefit obligation January 1 ($ 212,754) Current service cost ( 731) Interest (expense) revenue ( 1,299) ( 214,784) Remeasurements: Return on plan assets (Other than the amount included in interest revenue or expense) - Effects of changes in economic assumptions 8,853 Experience adjustments ( 8,934) ( 81) Contribution to pension fund - |
Fair value of plan assets $ 108,285 - 630 108,915 8,870 - - 8,870 355 |
Defined benefit liability ($ 104,469) ( 731) ( 669) ( 105,869) 8,870 8,853 ( 8,934) 8,789 355 |
|---|---|---|
~49~
| Payment of pension benefits - December 31 ($ 214,865) 2021 Present value of defined benefit obligation January 1 ($ 246,509) Current service cost ( 1,510) Interest (expense) revenue ( 715) ( 248,734) Remeasurements: Return on plan assets (Other than the amount included in interest revenue or expense) - Effects of changes in demographic assumptions ( 578) Effects of changes in economic assumptions 5,938 Experience adjustments 7,035 12,395 Contribution to pension fund - Payment of pension benefits 23,585 December 31 ($ 212,754) |
- $ 118,140 Fair value of plan assets $ 114,618 - 324 114,942 1,714 - - - 1,714 231 ( 8,602) $ 108,285 |
- ($ 96,725) Defined benefit liability ($ 131,891) ( 1,510) ( 391) ( 133,792) 1,714 ( 578) 5,938 7,035 14,109 231 14,983 ($ 104,469) |
|---|---|---|
(4) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilization plan and the “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
~50~
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 are 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 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 Rep ort announced by the government.
(5) The principal actuarial assumptions used were as follows:
| Discount rate Future salary increase in percent |
2022 1.20% 3.00% |
2021 0.65% 3.00% |
|---|---|---|
The future mortality rates in 2022 and 2021 were estimated based on the 6th Taiwan Standard Ordinary Experience Mortality Table. Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| December 31, 2022 Effects on the present value of a defined benefit obligation December 31, 2021 Effects on the present value of a defined benefit obligation |
Discount rate Increase 0.25% Decrease 0.25% ($ 3,838) $ 3,953 ($ 4,141) $ 4,274 |
Future salary increase in | Future salary increase in |
|---|---|---|---|
| Increase 0.25% ($ 3,838) ($ 4,141) |
percent Increase 0.25% $ 3,873 $ 4,165 |
Decrease 0.25% ($ 3,781) ($ 4,057) |
The sensitivity analysis above is based on other conditions that are unchanged but only one assumption is changed. In practice, more than one assumption may change all at once. The method of analyzing sensitivity and the method of calculating net pension liability in the balance sheet are the same.
The method and assumptions used for the preparation of sensitivity analysis the current period are the same as the ones of the previous
~51~
period.
-
(6) Expected contributions to the defined benefit pension plans of the Company for the year ending December 31, 2023 amounts to NT$2,888.
-
(7) As of December 31, 2022, the weighted average duration of that retirement plan is 7 years. The analysis of timing of the future pension payment was as follows:
| Less than 1 year 1-2 years 2-5 years More than 5 years |
$ 30,412 6,078 50,870 145,794 $ 233,154 |
|---|---|
-
2.(1) Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.
-
(2) The pension costs under the defined contribution pension pl ans of the Company for the years ended December 31, 2022 and 2021 were NT$40,891 and NT$36,453, respectively.
(XVI) Capital
-
The Company’s outstanding shares as of December 31, 2022 and 2021 are both 184,950 thousand shares.
-
As of December 31, 2022, the Company’s authorized capital was NT$3,000,000, and the paid-in capital was NT$1,849,500 with 184,950 thousand shares and a par value of NT$10 per share. All proceeds from shares issued have been collected.
-
Movements in the number of the Company’s ordinary shares outstanding (in thousand shares) are as follows:
| January 1 Capitalization From Earnings December 31 |
2022 184,950 - 184,950 |
2021 135,000 49,950 184,950 |
|---|---|---|
- The Company’s shareholders’ meeting reached the resolution threshold
~52~
through electronic voting on May 25, 2021 and resolved on, July 19, 2021, to conduct capitalization of the undistributed earnings of NT$499,500 by issuing new shares. It was reported to and approved by the competent authority on August 2, 2021, and the change registration was completed on September 29, 2021.
(XVII) Capital surplus
Pursuant to the R.O.C. Company Act, capital surplus arising from paid -in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
(XVIII) Retained earnings
-
Under the Articles of Incorporation of the company, the earnings, if any, shall be distributed after close of the year as follows:
-
(1) First pay income tax.
-
(2) Make up loss accumulated in previous year, if any.
-
(3) Amortize 10% as legal reserve unless the accumulated legal reserve
- is up to the total paid-in capital of the Company.
-
(4) Amortize or rotate special reserve as required by law or the
- competent authority.
-
(5) For the balance after deduction of the sums under Paragraphs (1) -(4), the Board of Directors shall propose the allocation to be duly allocated after being submitted and resolved in the shareholders’ meeting.
-
The Company sets its dividend policy pursuant to the Company Act and the Company’s Articles of Incorporation, taking into account th e Company’s capital and financial structure, conditions of business operation, earnings, the attributes of industries and cycles concerned. The Company pays dividends by means of either stock dividend and cash dividends.
-
Except for covering accumulated deficit or issuing new stocks or cash to shareholder 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.
-
(1) The Company’s 2021 earnings distribution proposal was adopted by the shareholders’ meeting by resolution on May 27, 2022, and the shareholders’ meeting reached the resolution threshold through
~53~
electronic voting on May 25, 2021 and resolved on July 19, 2021, to distribute 2020 earnings. The details are as follows:
| Legal reserve Cash dividends Share dividend Total |
2021 Amount $ 185,375 1,664,550 - $ 1,849,925 |
Dividend per share (NT$) $ 9.00 - |
2020 Amount $ 100,318 405,000 499,500 $ 1,004,818 |
Dividend per share (NT$) $ 3.00 3.70 |
|---|---|---|---|---|
-
(2) The Company’s appropriation of earnings as on May 25, 2021 meet the statutory threshold for passing resolution via electronic votes for the shareholders’ meeting, and it was resolved by the shareholders’ meeting on July 19, 2021 for cash dividends distributed from the legal reserve at NT$3.5 per share for a total of NT$472,500.
-
(3) For the abovementioned shareholders’ meeting resolution on the appropriation of earnings, please refer to the “Market Observation Post System” of the Taiwan Stock Exchange.
-
The Company’s earning distribution plan for the year ended December 31, 2022 approved by the board of directors’ meeting on March 14, 2023 is as follows:
| Legal reserve Cash dividends Total |
2022 Amount $ 206,789 1,849,500 $2,056,289 |
Dividend per |
|---|---|---|
share (NT$) $ 10.00 |
(XIX) Other equity items
| January 1 Valuation - Total of the Company Valuation - Subsidiaries December 31 |
2022 Unrealized valuation profit or loss $ 1,843,966 ( 516,810) ( 36,033) $ 1,291,123 |
Foreign currency translation $ - - - |
Total $ 1,843,966 ( 516,810) ( 36,033) $ 1,291,123 |
|---|---|---|---|
| $- |
~54~
| January 1 Valuation - Total of the Company Valuation - Subsidiaries Foreign currency translation differences: - Subsidiaries - Tax amount of the Company December 31 |
2021 Unrealized valuation profit or loss $ 425,642 1,407,374 10,950 - - $ 1,843,966 |
Foreign currency translation Total ($ 17,199) $ 408,443 - 1,407,374 - 10,950 21,499 21,499 ( 4,300) ( 4,300) $- $ 1,843,966 |
|---|---|---|
translation ($ 17,199) - - 21,499 ( 4,300) $- |
(XX) Operation income
| Revenue from contracts with customers: Revenue from construction contracts Revenue from contract for service |
2022 $ 20,502,283 18,666 $ 20,520,949 |
2021 $ 17,920,653 22,718 |
|---|---|---|
$ 17,943,371 |
1. Detail of customer contract income
The Company’s revenue is mainly from the transfer of services, and it can be divided based on product lines and regions as follows:
| Departmental revenue Timing of revenue recognition Revenue recognized over time |
2022 Taiwan Construction business |
2021 Taiwan Construction business |
|---|---|---|
| $ 20,520,949 $ 20,520,949 |
$ 17,943,371 $ 17,943,371 |
2. Outstanding construction contracts
As of December 31, 2022 and 2021 for the signed construction contracts, the aggregated amounts of the transaction amount allocated to the unsatisfied contract performance, and the estimated recognition years are as follows:
~55~
| Year 2022 2021 |
Year of the estimated recognized revenues 2023 ~ 2025 2022 to 2026 |
Amounts of the signed contracts $ 30,397,094 |
|---|---|---|
$ 31,730,130 |
- Contract assets and contract liabilities
The Company’s recognition of contract assets and contract liabilities related to contracts with customers is as follows:
| December 31, | December 31, | December 31, | December 31, | January 1, | ||
|---|---|---|---|---|---|---|
| 2022 | 2021 | 2021 | ||||
| Contract asset: | ||||||
| Contract asset - Construction | $ 1,808,054 | $ 1,300,145 | $ 852,778 | |||
| retainage | ||||||
| Contract asset - Construction | ||||||
| contract | 3,356,366 | 1,826,809 |
1,495,284 | |||
| Total | $ 5,164,420 | $ 3,126,954 |
$ 2,348,062 | |||
| Contract liability: | ||||||
| Contract liability - Construction | $ | 979,793 | $ 1,088,450 |
$ 526,754 | ||
| contract | ||||||
| Contract assets and contract liabilities related to aforementioned contracts | ||||||
| recognized as of December 31, 2022 and 2021, and as | of January 1, 2021: | |||||
| December 31, | December 31, | January 1, 2021 | ||||
| 2022 | 2021 | |||||
| Total costs incurred plus | $34,871,037 | $25,947,621 | $19,662,189 | |||
| profits recognized (less | ||||||
| losses recognized) | ||||||
| Less: Amount requested for | ( 32,494,464) | ( 25,209,262) | ( 18,693,659) | |||
| progress of works | ||||||
| Status of net assets and | $ 2,376,573 | $ 738,359 | $ | 968,530 | ||
| liabilities of ongoing | ||||||
| contracts | ||||||
| Listed as: | ||||||
| Contract asset - Construction | $ 3,356,366 |
$ 1,826,809 | $ 1,495,284 | |||
| contract | ||||||
| Contract liability - | ( 979,793) | ( 1,088,450) | ( | 526,754) | ||
| Construction contract | ||||||
| $ 2,376,573 | $ 738,359 | $ | 968,530 |
- Contract assets and contract liabilities related to aforementioned contracts recognized as of December 31, 2022 and 2021, and as of January 1, 2021:
~56~
(XXI) Operation cost
| (XXII) (XXIII) |
Cost of construction contract Services costs Interest revenue Interest on cash in banks Interest income from the financial assets measured at amortized costs Other interest income Other income |
2022 $ 17,539,476 15,712 $ 17,555,188 2022 $ 4,722 17,500 86 $ 22,308 |
2021 $ 15,013,961 12,329 |
|---|---|---|---|
$ 15,026,290 2021 $ 1,814 17,500 76 |
|||
| $ 19,390 | |||
| (XXIV) | Dividend income Gains on write-off of accounts payable past due Other income Other gains and losses Foreign exchange net gain (loss) Gain (loss) on foreign currency valuation Loss on liquidation of subsidiary (Note) Gain (loss) on disposal of property, plant and equipment Others |
2022 $ 153,511 878 20,031 $ 174,420 2022 $ 10,308 ( 157) - 10,475 ( 2,065) $ 18,561 |
2021 $ 47,577 3,004 11,074 $ 61,655 2021 ($ 362) 177 ( 24,618) ( 116) ( 1,386) ($ 26,305) |
|---|---|---|---|
Note: When Runzhu was liquidated on September 14, 2021, the Company
~57~
reclassified the exchange differences arising on the translation of the financial statements of foreign operations to the realized exchange loss NT$24,618.
(XXV) Financial Costs
| Interest expense: Bank loan Interest expenses of lease liabilities |
2022 $ 19,535 6,916 $ 26,451 |
2021 $ 3,524 1,512 $ 5,036 |
|---|---|---|
(XXVI) Additional information of expenses by nature
| Materials purchased and engineering cost for current period Employee benefit expense Depreciation expenses for property, plant and equipment Depreciation expenses for right-of-use assets Amortization expenses of intangible assets Expected credit impairment losses Other expense Operating costs and expenses |
2022 $ 16,089,520 1,492,970 71,190 75,713 3,866 235 488,682 $ 18,222,176 |
2021 $ 13,738,594 1,426,305 61,850 60,692 3,346 - 370,254 $ 15,661,041 |
|---|---|---|
(XXVII) Employee benefit expense
| Wages and salaries Labor and Health Insurance costs Pension expense Directors’ Remuneration Other employment fees |
2022 $ 1,294,873 91,408 42,291 3,500 60,898 $ 1,492,970 |
2021 $ 1,242,437 83,276 38,354 3,260 58,978 |
|---|---|---|
$ 1,426,305 |
- According to the Articles of Incorporation, the Company shall appropriate 1% of the remainder of the profit for the year as profit
~58~
sharing remuneration for employees after deducting the accumulated losses from the profit for the current year.
-
For the years ended December 31, 2022 and 2021, employees’ compensation was accrued at NT$25,514 and NT$23,243, respectively. The aforementioned amounts were recognized in salary expenses.
-
The employees’ compensation was estimated and accrued based on 1% of distributable profit of the current year for the year ended December 31, 2022. The employees’ compensation resolved by the Board of Directors was NT$25,514, which will be distributed in the form of cash.
Employees’ compensation of 2021 as resolved by the Board of Directors was consistent with the amount recognized in the 2021 financial statements. The 2021 employees’ compensation was distributed in the form of cash.
Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved by the board of directors and the shareholders at the shareholders’ meeting will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
(XXVIII) Income tax
-
Income tax expense
-
(1) Components of Income tax expense:
| Current income tax: Income tax occurred in the current period Extra imposed on undistributed earnings Land value increment tax Overestimation on income tax for prior years Total income tax for current period Deferred income tax: Origination and reversal of temporary differences Total deferred income tax Income tax expense |
2022 $ 471,665 191 369 ( 2,291) 469,934 ( 4,623) ( 4,623) $ 465,311 |
2021 $ 463,350 - - ( 607) 462,743 ( 3,893) ( 3,893) $ 458,850 |
|---|---|---|
- (2) Income tax expense relating to components of other comprehensive income:
~59~
| Remeasurements of defined benefit obligation Differences on translation of foreign operations Total |
2022 ($ 1,757) - ($ 1,757) |
2021 ($ 2,822) ( 4,300) ($ 7,122) |
|---|---|---|
- The making of any adjustment for differences between the accounting income and taxable income:
| Imputed income taxes on pre-tax income at a statutory tax rate Income with exemption from tax as stipulated in the tax law Overestimation on income tax for prior years Extra imposed on undistributed earnings Land value increment tax Income tax expense |
2022 $ 505,168 ( 38,126) ( 2,291) 191 369 $ 465,311 |
2021 $ 460,214 ( 757) ( 607) - - $ 458,850 |
|---|---|---|
- Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:
| Deferred income tax assets: - Temporary differences: Actuarial gains and losses of pension Warranty provision Unrealized gains Income and loss on valuation of financial assets Loss on market value decline of inventory |
2022 January 1 $ 15,760 21,144 11,201 44,299 20 92,424 |
Recognized | Recognized in other comprehensive income December 31 ($ 1,757) $ 14,210 - 25,844 - 10,701 - 44,299 - 200 ( 1,757) 95,254 |
December 31 |
|---|---|---|---|---|
in profit and loss $ 207 4,700 ( 500) - 180 4,587 |
||||
income ($ 1,757) - - - - ( 1,757) |
~60~
| Deferred income tax liability: - Temporary differences: Capital surplus Unrealized foreign exchange gains Deferred income tax assets: - Temporary differences: Actuarial gains and losses of pension Warranty provision Unrealized gains Income and loss on valuation of financial assets Exchange differences on translating foreign operations Loss on market value decline of inventory Deferred income tax liability: - Temporary differences: Capital surplus Foreign investment gains Unrealized foreign exchange gains |
( 13,939) ( 36) ( 13,975) $ 78,449 2021 January 1 $ 21,246 17,863 12,033 44,299 4,300 36 99,777 ( 13,939) ( 4,160) - ( 18,099) $ 81,678 |
- 36 36 $ 4,623 Recognized |
- ( 13,939) - - - ( 13,939) ($ 1,757) $ 81,315 Recognized in other comprehensive income December 31 ($ 2,822) $ 15,760 - 21,144 - 11,201 - 44,299 ( 4,300) - - 20 ( 7,122) 92,424 - ( 13,939) - - - ( 36) - ( 13,975) ($ 7,122) $ 78,449 |
( 13,939) - ( 13,939) $ 81,315 December 31 |
|---|---|---|---|---|
in profit and loss ($ 2,664) 3,281 ( 832) - - ( 16) ( 231) - 4,160 ( 36) 4,124 $ 3,893 |
||||
income ($ 2,822) - - - ( 4,300) - ( 7,122) - - - - ($ 7,122) |
- The Company’s income tax returns through 2020 have been assessed as
~61~
approved by the Tax Authority. (XXIX) Earnings per share
| 2022 After-tax amount Basic earnings per share Net income attributable to ordinary shareholders $2,060,529 Diluted earnings per share Net income attributable to ordinary shareholders $2,060,529 Dilutive potential ordinary shares effecting employee compensation - Effects of the net income attributable to ordinary shareholders plus potential common stocks $2,060,529 |
2022 After-tax amount Basic earnings per share Net income attributable to ordinary shareholders $2,060,529 Diluted earnings per share Net income attributable to ordinary shareholders $2,060,529 Dilutive potential ordinary shares effecting employee compensation - Effects of the net income attributable to ordinary shareholders plus potential common stocks $2,060,529 |
Number of shares | Earnings per share (NT$) $11.14 $11.13 |
|---|---|---|---|
| outstanding (thousand shares) at |
|||
the end of the period 184,950 184,950 238 185,188 |
|||
| $2,060,529 |
~62~
| 2021 After-tax amount Basic earnings per share Net income attributable to ordinary shareholders $1,842,218 Diluted earnings per share Net income attributable to ordinary shareholders $1,842,218 Dilutive potential ordinary shares effecting employee compensation - Effects of the net income attributable to ordinary shareholders plus potential common stocks $1,842,218 |
2021 After-tax amount Basic earnings per share Net income attributable to ordinary shareholders $1,842,218 Diluted earnings per share Net income attributable to ordinary shareholders $1,842,218 Dilutive potential ordinary shares effecting employee compensation - Effects of the net income attributable to ordinary shareholders plus potential common stocks $1,842,218 |
Number of shares | Earnings per share (NT$) $ 9.96 $ 9.95 |
|---|---|---|---|
| outstanding (thousand shares) at |
|||
the end of the period 184,950 184,950 223 185,173 |
|||
| $1,842,218 |
(XXX) Cash flow supplementary information
- Investing activities not affecting cash flow:
| 2022 Prepayments for business facilities reclassified to property, plant and equipment$ 6,945 Financing activities not affecting cash flow: 2022 Share dividend $- |
2021 $- |
|---|---|
| 2021 $ 499,500 |
- Financing activities not affecting cash flow:
(XXXI) Changes of liabilities from financing activities
| January 1 Changes of the financing cash flows |
2022 Short-term borrowings $ 400,000 1,889,000 |
Short-term bills payable |
Lease liabilities (including those due |
Guarantee | Total liabilities |
|---|---|---|---|---|---|
| deposits received $10,980 89,373 |
from financing activities $ 831,625 2,204,420 |
||||
within 1 year) $ 150,793 ( 73,953) |
|||||
$269,852 300,000 |
~63~
| Newly added lease contracts Other non-cash changes December 31 January 1 Changes of the financing cash flows Newly added lease contracts Other non-cash changes December 31 |
- - $2,289,000 2021 Short-term borrowings $ - 400,000 - - $ 400,000 |
- ( 337) $569,515 Short-term bills payable |
860,474 107 $ 937,421 Lease liabilities (including those due |
- - $100,353 Guarantee |
860,474 ( 230) $ 3,896,289 Total liabilities |
|---|---|---|---|---|---|
| deposits received $10,784 196 - - $10,980 |
from financing activities $ 71,984 609,696 146,453 3,492 |
||||
within 1 year) $ 61,200 ( 60,500) 146,453 3,640 $ 150,793 |
|||||
$ - 270,000 - ( 148) $269,852 |
|||||
$ 831,625 |
VII. Related Party Transactions
(I) Names of related parties and relationship
Name of the related party Relationship with the Company Ruentex Development Co., Ltd. (Ruentex Parent of the Company Development) Ruentex Materials Co., Ltd. Subsidiary of the Company Ruen Yang Construction Co., Ltd. Subsidiary of the Company Runzhu Architecture and Engineering Subsidiary of the Company (Shanghai) Co., Ltd. (Note 1) Ruentex Interior Design Inc. Sub-subsidiary of the Company Ruentex Innovative Development Co., Ltd. Fellow subsidiary (Ruentex Innovative Development) Ruentex Security Co., Ltd. Fellow subsidiary Ruentex Property Management and Fellow subsidiary Maintenance Co., Ltd. Ruentex Construction & Development Co., Fellow subsidiary Ltd. Ruentex Industries Ltd. Other related parties (A company recognized using the equity method for the parent of the Company) Ruentex Construction & Engineering Co., Ltd. Other related party (the Company’s management personnel is the representative of the juridical person director of the company)
Ruentex Construction & Engineering Co., Ltd. Other related party (the Company’s management
Nan Shan Life Insurance Co., Ltd. (Nan Shan Other related party (one of the parent company’s Life Insurance) associates is a controlled company of the company)
~64~
| Nan Shan General Insurance Co., Ltd. | Other related party (one of the parent company’s |
|---|---|
| associates is a controlled company of the | |
| company) | |
| Shing Yen Construction & Development Co., | Other related party (subsidiary of the parent |
| Ltd. | company’s associates) |
| Ruen Hua Dyeing & Weaving Co., Ltd. | Other related party (the Company’s management |
| personnel is the representative of the juridical | |
| person director of the company) | |
| Yi Tai Investment Co., Ltd. (Yi Tai Investment) | Other related party (the Company’s management |
| personnel is the representative of the juridical | |
| person director of the company) | |
| Ruentex Xing Co. Ltd. | Other related party (its director is the |
| representative of the juridical person director | |
| of the Company) | |
| Lai, Shih-Hsun (Note 2) | Key management personnel (former chairperson |
| of the Company) | |
| Lee, Chih-Hung (Note 2) | Key management personnel (Chairperson of the |
| Company) | |
| Mo, Wei-Han | Key management personnel (President of the |
| Company) |
-
Note 1: The shareholders’ meeting of the Runzhu had resolved to cease the operating activities on June 30, 2020 and the liquidation and deregistration was completed on September 14, 2021.
-
Note 2: Lai, Shih-Hsun retired and resigned as the Chairman of the Company on July 31, 2021. Lee, Chih-Hung was elected by the Board of Directors as the Chairman on August 1, 2021.
-
(II) Significant related party transactions and balances
1. Operating revenue
| Project solicitation: - Ruentex Development - Fellow subsidiary - Subsidiaries - Other related parties Sales of Services: - Parent - Subsidiaries Total |
2022 $ 3,729,845 1,536,351 - 28 - 14,920 $ 5,281,144 |
2021 $ 2,793,740 892,361 5,003 - 635 11,280 $ 3,703,019 |
|---|---|---|
The contract price of the contract of construction and services prices are
~65~
negotiated by both parties and are collected by the due date as stated in the contract.
2. Purchases of goods
| Subsidiaries Fellow subsidiary Other related parties |
2022 $ 224,541 61 5,085 $ 229,687 |
2021 $ 147,044 - 217 |
|---|---|---|
| $ 147,261 |
-
(1) The purchase price of the abovementioned related parties is determined through negotiation by both parties. The payment of the purchases shall be processed according to the payment terms in the contract.
-
(2) Regarding the procurement contracts signed by the Company and rel ated parties, the unfinished procurement contracts and the payment amounts were as follows:
| Subsidiaries Fellow subsidiary |
December 31, 2022 Total contract amount (tax excluded) Amount paid $ 452,446 $ 247,719 1,445 1,435 $ 453,891 $ 249,154 |
December 31, 2022 Total contract amount (tax excluded) Amount paid $ 452,446 $ 247,719 1,445 1,435 $ 453,891 $ 249,154 |
December 31, 2021 Total contract amount (tax excluded) Amount paid $ 515,082 $ 187,057 1,445 1,435 $ 516,527 $ 188,492 |
|---|---|---|---|
Total contract |
Total contract |
||
| amount (tax excluded) $ 452,446 1,445 $ 453,891 |
amount (tax excluded) $ 515,082 1,445 $ 516,527 |
||
$ 247,719 1,435 $ 249,154 |
3. Receivables from related parties
| Notes receivable: - Fellow subsidiary Accounts receivable: - Parent - Subsidiaries - Ruentex Innovative Development Other receivables (Note 1): - Nan Shan Life Insurance - Subsidiaries - Other related parties |
December 31, 2022 $- $ 27,043 3,385 - $ 30,428 $ 9,038 337 - |
December 31, 2021 |
|---|---|---|
$ 5,713 $ 78,521 1,029 161,821 $ 241,371 $ 9,038 113 29 |
~66~
| Contract assets (Note 2): - Parent - Fellow subsidiary |
$ 9,375 $ 384,722 100,484 $ 485,206 |
$ 9,180 $ 248,494 37,048 $ 285,542 |
|---|---|---|
- Note 1: They are the funds of interest receivable and wages and salaries receivable for personnel secondment.
Note 2: mainly the retention money related to construction contracts.
4. Payables to related parties
| Notes payable: - Subsidiaries - Fellow subsidiary - Other related parties Accounts payable: - Subsidiaries - Other related parties |
December 31, 2022 $ 11,720 157 908 $ 12,785 $ 34,085 6 $ 34,091 |
December 31, 2021 |
|---|---|---|
$ 12,624 - 124 $ 12,748 $ 13,059 - $ 13,059 |
- Incomplete work of construction contracting and advance construction receipts
| December 31, 2022 Total contract amount (tax excluded) Ruentex Developmen t $ 17,232,178 Ruentex Innovative Developmen t 3,287,708 Fellow subsidiary 453,389 Other related parties 394,205 $ 21,367,480 |
Amount requested for progress of |
|---|---|
works $ 8,859,136 1,695,268 218,702 - $ 10,773,106 |
~67~
| Ruentex Development Ruentex Innovative Development Fellow subsidiary |
December 31, 2021 Total contract amount (tax excluded) $ 16,932,621 3,288,278 431,570 $ 20,652,469 |
Amount requested for progress of works $ 5,652,759 608,063 97,610 $ 6,358,432 |
|---|---|---|
6. Prepayments
| December 31, 2022 Prepaid rent: - Other related parties $ 3,820 Interest revenue 2022 Interest income from the financial assets measured at amortized costs: - Nan Shan Life Insurance $ 17,500 |
December 31, 2021 |
|---|---|
$ 1,982 2021 $ 17,500 |
- Interest revenue
8. Lease transactions - lessees/rent expenses
-
(1) The Company leased land and warehouses from Ruentex Industries and Yi Tai Investment, with the lease term from 2017 through 2022. The contract was renewed with Ruentex Industries in June 2022, with the lease term extended to May 31, 2040, while the right-of-use assets and lease liabilities of NT$342,534 were recognized. The lease contracts are negotiated individually, with different terms and conditions. The leased assets are neither to be used as collaterals for loans, nor the rights to be transferred to others in the form of business transfer or merge, among other forms.
-
(2) The Company signed a land lease contract with Ruentex Industries in June 2020, with the lease term from September 1, 2022 through May 31, 2040, while the right-of-use assets and lease liabilities of NT$506,812 were recognized. According to the terms and conditions of lease contracts, the leased assets are neither to be used as collaterals for loans, nor the rights to be transferred to others in the form of business transfe r or merge, among other forms.
~68~
- (3) Rent expenses of short-term lease contracts
| Other related parties | 2022 $ 63,600 |
2021 $ 16,579 |
|---|---|---|
- (4) Lease liabilities
A. Balance at the end of the period
| Total amount of lease liabilities Less: Due within one year (listed as lease liabilities - current) B.Interest Costs: Other related parties |
December 31, 2022 $ 832,819 ( 41,825) $ 790,994 2022 $ 5,471 |
December 31, 2021 |
|---|---|---|
$ 21,253 ( 21,253) $- 2021 $ 365 |
9. Property transactions
- (1) Acquisition of financial Assets
Please refer to the description of Note 6(5)4, 5 and 6(7)4.
- (2) Disposal of assets
On July 1, 2012, the Company sold the inventories, machin ery equipment, franchises, and so on assets of the “Building Material Business Division” to Ruentex Materials Co., Ltd. (formerly the RUENTEX CEMENT CO., LTD.). The transaction price was determined with reference to the appraisal report and negotiation by both parties for NT$80,332. Its gain on disposal was transferred to credit of the equity method investment account title for NT$33,445. As of December 31, 2022 and 2021, the abovementioned deferred credits (accounted in equity method investment reduction) balance are NT$0 and NT$1,397 respectively. The 2022 and 2021 realized gains are NT$1,397 and NT$2,898 respectively, accounted in other revenue.
~69~
- Status of endorsements and guarantees provided by the Company to related parties
| Subsidiaries | December 31, 2022 $ 31,254 |
December 31, 2021 |
|---|---|---|
$ 31,254 |
11. Endorsements or Guarantees made by related parties
| Key management personnel | December 31, 2022 $ 7,262,870 |
December 31, 2021 $ 6,342,870 |
|---|---|---|
- (III) Key management compensation information
| Wages and salaries and other short-term employee benefits Post-employment benefits Termination benefits Total |
2022 $ 167,382 2,569 - $ 169,951 |
2021 $ 175,969 2,542 15,836 $ 194,347 |
|---|---|---|
VIII. Pledged Assets
The Company’s Assets pledged as collateral are as follows:
Carrying amount
| Carrying amount | |||
|---|---|---|---|
| Asset items | December 31, 2022 | December 31, 2021 | For guarantee purpose |
| Current other financial assets | Engineering contract | ||
| (listed as “Other Current | guarantee deposits, | ||
| Assets”) | warranties, and so | ||
| $ 471,590 | $ 516,853 | on guarantees |
IX. Significant contingent liabilities and unrecognized contractual commitments
- (I) Contingencies
None.
(II) Commitments
Except those described in Note 6(9) and 7, other material commitments are as follows:
- As of December 31, 2022 and 2021, the total amount of the construction contracts entered into by the Company for construction projects were NT$39,093,704 and NT$37,218,231, respectively. Amounts of
~70~
NT$25,645,919 and NT$19,364,7963 have been paid, respectively, and the remainder will be paid based on the stage of completion.
-
As of December 31, 2022 and 2021, the total amount of the guarantee notes issued by the Company for long-term borrowings are NT$2,783,000 and NT$2,183,000 respectively.
-
The Company and Taoyuan city government entered into the turnkey construction contract for the public rental housing at Taoyuan City Zhongli District Base 1 in July 2018. In September 2018, the Company a pplied for the special project guarantee facility amounting NT$120,750 with the domestic bank that is registered with the Ministry of Finance, and as of December 31, 2021, the facility drawn was NT$120,750 in the form of guarantee bond certificate issued by the domestic bank.
-
For the contracting and guarantee for performing constructions, the subsidiaries in May 2019 have applied guarantee facilities in the domestic banks registered with MOF, and have total NT$400,000 of guarantee notes issued.
X. Significant Disaster Loss
None.
- XI. Significant subsequent events
Please refer to Note 6(18).
- XII. Others
(I) Capital management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return share capital to shareholders, issue new shares or sell Assets in order to adjust to reach the most suitable capital structure. The Company uses the debt-to-capital ratio to monitor its capital, and such ratio is calculated by dividing the net debt by the total capital. Net liabilities are eq ual to total borrowings (including “current and non-current borrowings” on the balance sheet) deducting cash and cash equivalents. Total capital is the “equity” stated on the balance sheet plus net liabilities.
As of December 31, 2022 and 2021, the debt to total Assets ratio was as follows:
| Total borrowings Less: Cash and cash equivalents Net debt |
December 31, 2022 $ 2,859,000 ( 1,719,412) 1,139,588 |
December 31, 2021 |
|---|---|---|
$ 670,000 ( 1,053,133) ( 383,133) |
~71~
| Total equity Total capital Debt-to-total-capital ratio |
6,532,481 $ 7,672,069 14.85% |
6,676,085 |
|---|---|---|
$ 6,292,952 |
||
(6.09%) |
(II) Financial instruments
- Type of financial instruments
| December 31, | December 31, | |
|---|---|---|
| 2022 | ||
| Financial assets | ||
| Financial assets at fair value through other | ||
| comprehensive income acquired - | ||
| non-Current | $ 3,829,288 | |
| Financial assets at amortised cost | ||
| Cash and cash equivalents | $ 1,719,412 | |
| Notes receivable (including related parties) | 413,590 | |
| Accounts receivable (including related | 1,053,874 | |
| parties) | ||
| Other Receivables (including related parties) | 10,525 | |
| Amortized cost financial Assets - | ||
| non-Current | 500,000 | |
| Other financial assets (listed as “Other | ||
| Current Assets”) | 471,590 | |
| Refundable deposits listed in (“other current | ||
| assets” and “other non-current assets”) | 62,169 | |
| $ 4,231,160 | ||
| Financial liabilities | ||
| Financial liabilities are carried at amortized | ||
| cost | ||
| Short-term borrowings | $ 2,289,000 | |
| Short-term bills payable | 569,515 | |
| Notes payable (including related parties) | 903,513 | |
| Accounts payable (including related parties) | 2,308,821 | |
| Other payables | 566,746 | |
| Guarantee deposits received (listed as “other | ||
| non-current liabilities”) | 100,353 | |
| $ 6,737,948 | ||
| Lease liabilities - current and non-current | $ | 937,421 |
~72~
-
Risk management policies
-
(1) The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management policy emphasizes the unforeseeable matters of the financial market and seeks to lower the effects from potential disadvantages to the Company’s financial position and performance.
-
(2) The risk management work is executed by the Company’s Financial Department according to the policies approved by the Board of Directors. Though close cooperation with the Company’s operating units, the Company’s Financial Department is responsible for the identification, evaluation, and hedging of financial risks. The board of directors provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
-
Significant financial risks and degrees of financial risks
-
(1) Market risk
Foreign exchange risk
-
A. The Company’s financial risk management’s objective is to manage currency exchange risk, interests risk, credit risk, and liquidity risk regarding operating activities. To reduce relevant financial risks, the Company is devoted to identifying, evaluating, and circumventing market uncertainties to mitigate the potential negative impacts on the Group’s financial performance due to market movements.
-
B. The Company’s businesses involve some non-functional currency operations. The information on assets denominated in foreign currencies whose values would be significantly affected by exchange rate fluctuations is as follows:
| Financial assets Monetary item USD:NTD |
December 31, 2021 Sensitivity analysis Foreign currency (thousands ) Exchange rate Carrying amount (NT$) Range of variatio n Effects on profit and loss $4,929 27.68 $136,422 1% $ 1,364 |
December 31, 2021 Sensitivity analysis Foreign currency (thousands ) Exchange rate Carrying amount (NT$) Range of variatio n Effects on profit and loss $4,929 27.68 $136,422 1% $ 1,364 |
December 31, 2021 Sensitivity analysis Foreign currency (thousands ) Exchange rate Carrying amount (NT$) Range of variatio n Effects on profit and loss $4,929 27.68 $136,422 1% $ 1,364 |
|---|---|---|---|
Foreign currency (thousands |
|||
| ) $4,929 |
rate 27.68 |
||
$ 1,364 |
|||
~73~
- C. Foreign exchange risk has significant impact on the Company, and the recognized foreign exchange gains or losses (including realized and unrealized) on monetary items were NT$10,151 and NT$185 for the years ended December 31, 2022 and 2021, respectively.
Price risk
-
A. The Company’s equity instruments exposed to price risk were the financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.
-
B. The Company mainly invests in domestic or foreign equity instruments. The prices of equity instruments is affected by the uncertainty of the future value of investment subject matters. If the prices of these equity instruments had increased/decreased by 1% with all other variables held constant, gains or losses at fair value through other comprehensive income and available-for-sale financial assets for the years ended December 31, 2022 and 2021 would have increased/decreased by NT$38,293 and NT$31,243.
Cash flow and fair value interest rate risk
-
A. The Company’s interest rate risk arises from short-term borrowings with floating interest rates that expose the Company to cash flow interest rate risk. For 2022 and 2021, the borrowing of the Company at floating interest rate was mainly calculated in NTD.
-
B. The borrowing of the Company was measured at amortized cost, and re-pricing was performed according to the annual interest rate specified in the contract. Therefore, the Company is exposed to the risk of future market interest rate change.
-
C. If interest rates on borrowings had been 0.1% higher or lower with all other variables held constant, profit after income tax for the years ended December 31, 2022 and 2021 would have increased/decreased NT$1,831 and NT$320, respectively, due to change of interest expenses of borrowings at variable interest rate.
-
(2) Price risk
-
A. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or transaction counterparties of financial instruments on the contract obligations. Such risk is mainly due to the counterparties cannot repay the accounts payable according to the payment terms, and it is classified as the contract cash flow at amortized cost.
-
B. The Company established management of credit risk from the Company’s perspective. For corresponding banks and financial institutions, the Company set up to only accept transaction counterparties receiving the credit raking of at least Class “A”. According to the internally specified credit extension policy, before
~74~
each operating entity and each new customer of the Company establish the terms for payment and goods delivery, it is necessary to perform management and credit risk analysis. The internal risk control considers the financial position, past experience and other factors in order to assess the credit quality of customers. Individual risk limits are set based on internal or external ratings in accordance with limits set by the board of directors. The utilization of credit limits is regularly monitored.
-
C. The Company adopts IFRS 9 to provide preliminary assump tion, and when the payment specified according to the contract term has exceeded 90 days, breach of contract is deemed to have occurred.
-
D. The Company uses IFRS to provide the following assumptions, to determine if the credit risks of the financial instrument significantly increased since the initial recognition. When the contractual payments overdue from the payment terms for more than 30 days, it is deemed the credit risks of the financial instrument significantly increased since the initial recognition.
-
E. The indicators for determining the impairment of the debt instrument investment used by the Company is as the following:
-
(A) The possibilities that an issuer has a significant financial difficulty, or will become bankrupt or financial reorganized;
-
(B) Due to the financial difficulty of the issuer, such that the active market of the financial asset vanishes;
-
(C) An issuer delay or fail to repay the interests or principals;
-
(D) The unfavorable changes to the national or regional economic conditions leading to the default of an issuer.
-
F. After the collection procedures, the financial assets amount that cannot be reasonably estimated will be written-off. However, the Company will continue to continue to pursue the legal right of recourse to protect the claims.
-
G. The Company classifies the accounts payable of customers and contract assets according to the characteristics of customer rating and type, and adopts the simplified method to use the loss rate method as the basis for estimating the expected credit loss.
-
H. The Company used the forecastability of Taiwan Institute of Economic Research report to adjust historical and timely information to assess the default possibility and estimate impairment provisions for accounts receivable (including related parties) and contract assets. As of December 31, 2022 and 2021, the loss rate methodology is as follows:
~75~
| December 31, 2022 Expected loss Total carrying amount Allowance for losses December 31, 2021 Expected loss Total carrying amount Allowance for losses |
Group A 0%~0.01% $6,218,529 235 0%~0.03% $4,074,047 - |
Group B 0.00% $ - - 0.00% $ - - |
Total $6,218,529 235 $4,074,047 - |
|---|---|---|---|
Individual: The Powtec ElectroChemical Corporation requested bankruptcy upon the Board’s resolution in February 2020. The Company adjusted the carrying value of that accounts receivable to NT$0, and recognized the expected credit losses. After evaluation of the accounts receivable shows that the amount cannot be reasonably estimated and will be written-off for 2021. However, the Company will continue to pursue the legal right of recourse to protect its claims.
-
Group A: Sales counterparty established for 10 years and more, or accounts receivables arising from transactions with related parties and contracts for public construction or to debtors who have high probability of performing the payment financially.
-
Group B: Sales counterparty established for less than 10 years, or those who have general payment performance ability.
-
I. The accounts receivable allowance loss change table under the simplified approach of the Company is as follows:
| 2022 January 1 $ - Provision of impairment loss 235 Amounts written off due to unable to recover - December 31 $ 235 |
2021 $ 4,093 - ( 4,093) $- |
|---|---|
~76~
(3) Liquidity risk
-
A. The cash flow forecast is executed by each of the operating entities within the Company and summarized by the Company’s Financial Department. The Financial Department monitors rolling forecasts of the Company’s liquidity requirements to ensure that it has sufficient cash to meet operational needs.
-
B. Remaining cash held by each of the operating entity, when it exceeds the management needs of operating capital, will be transferred back to the Company’s Financial Department. The Company’s Financial Department then invests the remaining capital in the saving deposit with interest and equivalent cash - repurchase agreements, etc. The instruments selected have appropriate maturity date or sufficient liquidity in order to cope with the aforementioned forecasts and to provide sufficient movement level. As of December 31, 2022 and 2021, the Company held a currency market position at NT$1,539,915 and NT$885,949 respectively. It is expected to immediately generate cash flow in managing liquid currency.
-
C. Details of the loan credit not yet drawn down by the Company is as follows:
| Due within one year Due longer than one year |
December 31, 2022 | December 31, 2021 |
|---|---|---|
$ 665,000 276,288 $ 941,288 |
$ 1,778,500 2,251,066 $ 4,029,566 |
- D. The table below analyses the Company’s non-derivative financial liabilities and net-settled or gross-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. The amounts disclosed in the following table are the contractual undiscounted cash flows:
Non-derivative
| financial liabilities: December 31, 2022 Short-term borrowings |
3 months and below $2,089,000 |
Within 3 months to 1 year $ 200,000 |
More than 1 year $ - |
|---|---|---|---|
~77~
| Short-term notes and bills payable (Note) 570,000 Notes payable (including related parties) 899,916 Accounts payable (including related parties) 1,199,977 Other payables (including related parties) 562,523 Lease liabilities (Note) 23,597 Non-derivative financial liabilities: December 31, 2021 3 months and below Short-term borrowings $ 400,000 Short-term notes and bills payable (Note) 270,000 Notes payable (including related parties) 742,646 Accounts payable (including related parties) 961,286 Other payables (including related parties) 551,537 Lease liabilities (Note) 23,649 |
- 3,597 610,143 2,017 67,377 Within 3 months to 1 year $ - - 3,243 395,742 392 29,248 |
- - 498,701 2,206 969,910 More than 1 year $ - - - 376,995 258 101,281 |
|---|---|---|
Note: The amount includes the expected interest to be paid in the future.
(III) Fair value information
- The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
~78~
-
Level 1: Quoted prices (unadjusted) in active markets for identical Assets or liabilities that the entity can access at the measurement date. A market is regarded as active where 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 fair value of the Company’s investment in listed and OTC stocks is included in Level 1.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
-
Level 3: Unobservable inputs for the asset or liability. The Company’s investment in equity instruments without a active market is included.
-
The carrying amounts of the Company’s financial instruments not measured at fair value, including cash and cash equivalents, notes receivable (including related parties), accounts receivable (including related parties), other receivables (including related parties), other financial assets, short-term borrowings, short-term notes payable, notes payable (including related parties), accounts payable (including related parties), other payables, and other financial liabilities are approximate to their fair values.
-
The related information of financial instruments measured at fair value by level on the basis of the nature, characteristics, and risks of the assets and liabilities is as follows:
-
(1) The Company classifies the assets based on their nature. Related information is as below:
December 31, 2022 Level 1 Level 2 Level 3 Total Assets Recurring fair value Financial Assets at fair value through other comprehensive income acquired - Equity securities $3,750,473 $ $ 78,815 $3,829,288
~79~
| December 31, 2021 Assets Recurring fair value Financial Assets at fair value through other comprehensive income acquired Equity securities |
Level 1 $3,040,002 |
Level 2 $- |
Level 3 $ 84,277 |
Total $3,124,279 |
|---|---|---|---|---|
-
(2) The methods and assumptions the Company used to measure fair valu e are as follows:
-
A. For the Company’s financial instruments traded in active markets, their fair value is measured based on the market quotation at the end of the balance sheet date. The market price of the financial assets held by the Company is the closing market price. These instruments belong to Level 1. (The Level 1 instruments are mainly equity instruments. Their classification is financial assets at fair value through other comprehensive income. )
-
B. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. Fair value obtained through the valuation techniques may be referenced to the current available fair value, discount cash flow method or valuation techniques of other financial instruments of similar natures and features, including value obtained through market information calculation model on the balance sheet date.
-
C. The output of valuation model is an estimated value and t he valuation technique may not be able to capture all relevant factors of the Company’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Company’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the balance sheet date. The inputs and pricing information used during valuation are carefully assessed and adjusted based on Current market conditions.
-
D. The Company includes credit risk valuation adjustment in the fair value calculation for financial instruments and non-financial
~80~
instruments to reflect the counterparty credit risk and the credit quality of the Company.
-
For the years ended December 31, 2022 and 2021, there was no transfer between Level 1 and Level 2.
-
The following table shows the change of Level 3 for the years ended December 31, 2022 and 2021.
| January 1 Gains recognized as other comprehensive income or loss Accounted for in unrealized profit or loss on equity investments at fair value through other comprehensive income December 31 |
2022 Equity securities $ 84,277 ( 5,462) $ 78,815 |
2021 Equity securities |
|---|---|---|
$ 69,555 14,722 $ 84,277 |
-
There have been no occurrences of transfer in or out for Level 3 in 2022 and 2021.
-
The significant non-observable input value quantified information and significant non-observable input value change sensitivity analysis for the valuation model used in relation to the Level 3 fair value measurements are as follows:
| Fair value as of December 31, 2022 Non-derivative Equity Instrument: Shares of non-TWSE/ TPEx listed companies $ 78,815 |
Fair value as of | Valuation techniques Significant unobservable inputs Comparable TWSE/TPEx listed companies Discount for lack of marketability |
Interval (weighted average) 20.34% |
Relationship between inputs and |
|---|---|---|---|---|
fair value The higher the marketability discount, the lower the fair value. |
| Fair value as of December 31, 2021 Non-derivative Equity Instrument: Shares of non-TWSE/ TPEx listed companies $ 84,277 |
Fair value as of | Valuation techniques Significant unobservable inputs Comparable TWSE/TPEx listed companies Discount for lack of marketability |
Interval (weighted average) 19.82% |
Relationship between inputs and |
|---|---|---|---|---|
fair value The higher the marketability discount, the lower the fair value. |
~81~
- The Company carefully assesses and selects the valuation model and valuation parameters used; however, when different valuation model or valuation parameters are used, it may lead to different valuation result. For financial assets classified as Level 3, if there is a change in the valuation parameters, then the impact on profit or loss or other comprehensive income is as follows:
| Financial assets Equity Instrument Financial assets Equity Instrument |
Inputs Discount for lack of marketability Inputs Discount for lack of marketability |
Changes | 2022 Recognized as other comprehensive |
2022 Recognized as other comprehensive |
|---|---|---|---|---|
income Favorable changes $ 788 |
Adverse changes |
|||
±1% Changes |
||||
income Favorable changes $ 843 |
Adverse changes |
|||
±1% |
($ 843) |
|||
XIII. Separately Disclosed Items
-
(I) Information on significant transactions (including related information on subsidiaries)
-
Loans to others: None.
-
Provision of endorsements and guarantees to others: Please refer to Table 1.
-
Holding of marketable securities at the end of the period (not including subsidiaries, associates): Please refer to Table 2.
-
Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of the Company’s paid-in capital: Please refer to Table 3.
-
Acquisition of real estate reaching NT$300 million or 20% of paid -in capital or more: Please refer to Table 4.
~82~
-
Disposal of individual real estate properties at prices of at least NT$300 million or 20% of the paid-in capital: None.
-
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: Please refer to Table 5.
-
Accounts receivable from related parties of at least NT$100 million or 20% of the paid-in capital: None.
-
Trading in derivative instruments undertaken during the reporting periods: None.
-
Business relationships and significant intercompany transactions and amount between a parent and its subsidiary company, or between its subsidiaries: Transaction amount reaching NT$10,000 thousand shall be disclosed in terms of assets and revenue. Please refer to Table 6.
(II) Information on Investees
Names, locations and other information of investees (not including investees in China): Please refer to Table 7.
(III) Information on Investments in China
None.
- (IV) Information on main investors
Information on main investors: Please refer to Table 8.
XIV. Information on operating segments
Not applicable.
~83~
Ruentex Engineering & Construction Co., Ltd. Statement of cash and cash equivalents December 31, 2022
| Statement 1 Item Cash on hand and revolving funds Checking deposits Demand deposits Cash equivalents - Bonds under repurchase agreements |
Summary Period: December 27, 2022 - January 5, 2023, interest rate 0.42% |
Unit: NT$ thousands Amount $ 4,040 175,457 39,571 1,500,344 $ 1,719,412 |
|---|---|---|
Statement 1, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of bills receivable
December 31, 2022
| Statement 2 Name of Customer Summary YEONG GUAN HOLDINGS CO., LIMITED TAIWAN BRANCH (B.V. I.) Sisters of the Sacred Heart of Mary Other sporadic customers |
Unit: NT$ thousands Amount Remark $ 382,125 27,470 3,995 The balance of each sporadic customer has not exceed 5% of the account title $ 413,590 |
|---|---|
Statement 2, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of accounts receivable December 31, 2022
Unit: NT$ thousands
| Statement 3 Name of Customer Summary Office of Housing Development, Taoyuan City Government Charter Investments Limited Kedge Construction Co. Ltd. Molie Quantum Energy Corporation Other sporadic customers Less: Allowance for bad debts |
Unit: Amount $ 401,355 218,127 201,607 100,697 101,895 1,023,681 ( 235) $ 1,023,446 |
|---|---|
Statement 3, Page 1
Ruentex Engineering & Construction Co., Ltd. - Statement of changes to in progress construction January 1 to December 31, 2022
Unit: NT$ thousands
| Statement 4 Name of Construction Site 1104 1118 1815 1819 1829 1832 1902 1903 1912 1913 1914 1916 2001 2003 |
Balance at the beginning of the period $ 1,234,037 $ 1,563,468 3,170,553 1,359,129 725,975 1,504,842 950,798 247,453 1,385,957 458,431 223,012 387,198 787,587 155,149 |
Unit: NT$ thousands Construction cost Construction profit (loss) Completed and transferred out Balance at the end of the period 10,795 $ 1,216 $ - $ 1,246,048 872,149 87,009 - 2,522,626 1,580,751 311,111 ( 5,062,415) - 2,852 10,836 - 1,372,817 319,575 43,558 - 1,089,108 70,799 32,222 ( 1,607,863) - 451,833 61,585 - 1,464,216 191,603 26,116 - 465,172 85,995 23,760 ( 1,495,712) - 9,398 1,032 ( 468,861) - 159,597 21,753 - 404,362 501,052 66,794 - 955,044 1,000 1,745 ( 790,332) - 237,489 32,370 - 425,008 |
|---|---|---|
Statement 4, Page 1
Ruentex Engineering & Construction Co., Ltd. - Statement of changes to in progress construction (continued) January 1 to December 31, 2022
Unit: NT$ thousands
| Ruentex Engineering & Construction Co., Ltd. Statement of changes to in-progress construction (continued) January 1 to December 31, 2022 |
nstruction Co., Ltd. s construction (continued) ber 31, 2022 |
nstruction Co., Ltd. s construction (continued) ber 31, 2022 |
|
|---|---|---|---|
| Statement 4 Name of Construction Site Balance at the beginning of the period Construction cost Construction profit (loss) Completed and transferred out 2004 $ 481,869 $ 579,480 $ 64,380 $ - 2006 2,622,611 313,180 169,106 - 2009 709,472 ( 20) ( 1,532) - 2013 906,899 - ( 261) - 2018 504,508 1,258,644 145,411 - 2020 81,214 113,459 18,460 - 2022 1,214,223 1,914 3,407 ( 1,219,544) 2023 2,272,533 2,379,877 345,710 - 2024 463,847 269,507 95,646 ( 829,000) 2026 81,624 289,750 37,731 - 2103 6,947 292,423 25,698 - 2105 64,229 138,913 20,837 - 2107 698,149 371,390 112,482 - 2111 152,041 504,142 171,757 - 2112 140,470 908,726 259,144 - 2115 560,162 3,032,340 410,248 - 2116 7,839 310,176 43,191 - 2201 - 1,126,713 177,575 - 2210 - 262,553 36,712 - 2214 - 259,996 39,005 - 1818, etc. 825,395 646,368 55,796 ( 108,886) Total of construction-in-progress $ 25,947,621 $ 17,554,419 $ 2,951,610 ($ 11,582,613) Accounted in contract asset: Accounted in contract liability reduction: |
Construction profit (loss) Completed and transferred out |
Unit: NT$ thousands Balance at the end of the period $ 1,125,729 3,104,897 707,920 906,638 1,908,563 213,133 - 4,998,120 - 409,105 325,068 223,979 1,182,021 827,940 1,308,340 4,002,750 361,206 1,304,288 299,265 299,001 1,418,673 $ 34,871,037 $ 24,956,733 $ 9,914,304 |
|
$ - - - - - - ( 1,219,544) - ( 829,000) - - - - - - - - - - - ( 108,886) ($ 11,582,613) |
Statement 4, Page 2
Ruentex Engineering & Construction Co., Ltd. Statement of prepayments December 31, 2022
| Statement 5 Item Prepayment for purchases Overpaid sales tax Prepaid rent Other prepayments |
Unit: NT$ thousands Amount Remark $ 307,891 44,206 15,464 14,168 $ 381,729 |
|---|---|
Statement 5, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of other current assets December 31, 2022
| Statement 6 Item Summary Contract of construction and performance bonds Guarantee deposits paid Others |
Unit: NT$ thousands Amount Remark $ 471,590 23,635 8 $ 495,233 |
|---|---|
Statement 6, Page 1
Unit: NT$ thousands
Statement 7
Ruentex Engineering & Construction Co., Ltd.
Statement of changes in financial assets measured at fair value through profit or loss - non-Current January 1 to December 31, 2022
| Balance at the beginning of the period | Balance at the beginning of the period | Increase in the current period | Increase in the current period | Decrease in the current period | Decrease in the current period | Balance at the end of the period | Balance at the end of the period | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Provided as | ||||||||||
| a guarantee | ||||||||||
| Name | Number of shares | Fair value | Number of shares Amount | Number of shares Amount | Number of shares | Fair value | or hedge | Remark | ||
| Ruentex Development Co., Ltd. | 7,195,154 | $ 459,051 | 3,597,577 | $ 7,735 | - | $ - | 10,792,731 | $ 466,786 Nil | Note 1 | |
| Ruentex Industries Ltd. | 26,197,343 | 2,554,241 | 24,043,723 | 1,219,041 | - | ( 507,613) | 50,241,066 | 3,265,669 | Nil |
Note 2 |
| OBI Pharma, Inc. | 234,295 | 26,710 | 26,453 | 2,778 | - | ( 11,470) | 260,748 | 18,018 Nil | Note 3 | |
| Powertec Electrical Chemicals Corp. | 19,737,629 | - | - | - | - | - | 19,737,629 | - Nil | ||
| Save& Safe Co. Ltd. | 4,267,233 | 84,277 | - | - | - | ( 5,462) | 4,267,233 | 78,815 Nil | Notes 4 | |
| $ 3,124,279 | $ 1,229,554 | ($ 524,545) | $ 3,829,288 |
Note 1: The increase during this period is mainly due to the acquisition of stock dividends of 3,597,577 shares and the gain on fair value measurement of NT$7,735. Note 2: The increase during this period is mainly due to the purchase of 1,200,000 shares from the open market and the purchase of 22,843,723 shares in a cash capital increase in a total amount of NT$1,219,041; the decrease during this period is mainly due to the loss on fair value measurement of NT$507,613.
Note 3: A total of 26,453 shares were purchased in a cash capital increase in this period in the amount of NT$2,778; the decrease during this period is mainly due to the loss on fair value measurement of NT$11,470. Note 4: The decrease during this period is mainly due to the loss on fair value measurement of NT$5,462.
Statement 7, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of financial Assets at amortized cost - non-Current January 1 to December 31, 2022
Unit: NT$ thousands
Statement 8 Increase in the current Decrease in the current Beginning of the period period period End of the period Provided as Carrying Carrying a guarantee Name Number amount Number Amount Number Amount Number amount or hedge Remark Subordinated 500 $500,000 - $ - - $ - 500 $500,000 Nil corporate bonds
Statement 8, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of changes in investments accounted for using the equity method January 1 to December 31, 2022
| Statement 9 | Unit: NT$ | thousands | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at the beginning of the | Increase in the | current | Decrease | in the current | Market price or net value | ||||||||||
| period | period (Note 1) | period (Note 2) | Balance at the end | of the period | of equity | Provided | |||||||||
| Unit | as a | ||||||||||||||
| Number | Number | Shareholding | price | Total price | guarantee | ||||||||||
| Name | Number of shares Amount | of shares | Amount | of shares | Amount | Number of shares | percentage | Amount | (NT$) | (Note 3) |
or hedge Remark | ||||
| Ruentex Materials Co., Ltd. (Ruentex Materials) | 58,726,917 $ 822,342 | $ | 23,457 | ($ 35,414) | 58,726,917 | 39.15% |
$ 810,385 | $ | 23.75 $ 1,394,764 | Nil |
|||||
| - | - | ||||||||||||||
| Ruentex Interior Design Inc. (Ruentex Design) | 2,745,483 85,307 | 21,088 | ( 14,347) | 2,745,483 | 20.34% |
92,048 | 99.80 273,999 | Nil | |||||||
| - | - | ||||||||||||||
| Ruen Yang Construction Co., Ltd. (Ruen Yang) | 600,000 3,081 | 1,309 | - | 600,000 | 100% |
4,390 | 7.32 4,390 | Nil | |||||||
| - | - | ||||||||||||||
| $ 910,730 | $ | 45,854 | ($ 49,761) | $ 906,823 | $ 1,673,153 |
Note 1: Refers to investment gains recognized using the equity method, unrealized gross profit among affiliates realized in the current period, actuarial gains and losses of pension, and other movements. Note 2: Refers to cash dividends and other movements.
Note 3: Ruentex Materials and Ruentex Interior Design are calculated based on market price. Ruen Yang is calculated based on net worth of equity.
Statement 9, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of changes in real estate, plant and equipment January 1 to December 31, 2022
Statement 10
Unit: NT$ thousands
| Balance at the beginning | Increase in the current |
Decrease in the |
Transfer | for current | Balance at the end of | Provision of |
||
|---|---|---|---|---|---|---|---|---|
| Item | of the period | period | current period | period | the period | pledge | Rem | |
| Cost | ||||||||
| Land | $ 4,775 | $ - | ($ 4,775) | $ | - | $ - | Nil | |
| Buildings and structures | 268,130 | - | ( 2,596) | - | 265,534 | 〃 |
||
| Machinery and equipment | 397,765 | 26,618 | ( 984) | 12,262 | 435,661 | 〃 |
||
| Transportation equipment | 27,711 | - | ( 1,544) | - | 26,167 | 〃 |
||
| Office equipment | 80,374 | 8,639 | ( 1,942) | - | 87,071 | 〃 |
||
| Leasehold improvements | 17,235 | 20,437 | - | 7,386 | 45,058 | 〃 |
||
| Miscellaneous equipment | 106,139 | 25,806 | - | 80 | 132,025 | 〃 |
||
| Construction in progress | 12,783 | 10,802 | - | ( | 12,783) | 10,802 | ||
| 914,912 | $ 92,302 | ($ 11,841) | $ | 6,945 | 1,002,318 | |||
| Accumulated depreciation | ||||||||
| Buildings and structures | ( 144,020) | ($ 6,637) | $ 797 | $ | - | ( 149,860) | ||
| Machinery and equipment | ( 352,280) | ( 17,953) | 922 | - | ( 369,311) | |||
| Transportation equipment | ( 18,476) | ( 2,039) | 1,544 | - | ( 18,971) | |||
| Office equipment | ( 51,143) | ( 11,932) | 1,909 | - | ( 61,166) | |||
| Leasehold improvements | ( 15,182) | ( 1,214) | - | - | ( 16,396) | |||
| Miscellaneous equipment | ( 46,908) | ( 31,415) | - | - | ( 78,323) | |||
| ( 628,009) | ($ 71,190) | $ 5,172 | $ | - | ( 694,027) | |||
| Carrying amount | $ 286,903 | $ 308,291 | ||||||
| Explanation: For more details |
in depreciation method and years of useful life | for real estate, plant and equipment please refer to Note 4(13). |
Statement 10, Page 1
Ruentex Engineering & Construction Co., Ltd. Detailed changes of right-of-use assets January 1 to December 31, 2022
Unit: NT$ thousands
| Statement 11 Item Cost: Land Buildings Transportation equipment Accumulated Depreciation: Land Buildings Transportation equipment Carrying amount |
Balance at the beginning of the period $ 110,189 146,453 4,216 260,858 ( 89,266) ( 19,528) ( 2,131) ( 110,925) $ 149,933 |
Increase in the current period $ 860,474 - 107 860,581 ( 44,945) ( 29,291) ( 1,477) ( 75,713) $ 784,868 |
Decrease in the current period ($ 75,990) - - ( 75,990) 75,990 - - 75,990 $- |
Unit: Balance at the end of the period Remark $ 894,673 146,453 4,323 1,045,449 ( 58,221) ( 48,819) ( 3,608) ( 110,648) $ 934,801 |
|---|---|---|---|---|
Statement 11, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of bills payable December 31, 2022
Unit: NT$ thousands
| Statement 12 Name of Supplier Feng Hsin Iron & Steel Co., Ltd. Engineering Co., Ltd. Other sporadic customers |
Unit: NT$ thousands Amount Remark $ 80,957 69,541 740,230 The balance of each sporadic customer has not exceed 5% of the account title $ 890,728 |
|---|---|
Statement 12, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of accounts payable December 31, 2022
Unit: NT$ thousands
Statement 13 Unit: NT$ thousands Name of Supplier Summary Amount Remark N J Machinery Engineering Co., Ltd. $ 95,252 The balance of each sporadic customer has not exceed 5% of the Other sporadic customers 2,179,478 account title $ 2,274,730
Statement 13, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of changes to prepayments of construction funds January 1 to December 31, 2022
| Statement 14 Name of Construction Site 1104 1118 1815 1819 1829 1832 1902 1903 1912 1913 1914 1916 2001 2003 2004 |
Balance at the beginning of the period $ 1,237,605 $ 1,453,856 2,321,795 1,366,005 676,161 1,524,282 946,768 239,628 1,370,957 461,299 184,337 324,428 788,562 148,476 418,302 |
Increase in the current period - $ 864,630 2,740,620 ( 9,322 287,600 83,581 ( 359,930 193,552 124,755 ( 7,562 ( 181,576 520,844 1,770 ( 253,326 554,751 |
Unit: NT$ thousands Decrease in the current period Balance at the end of the period - $ 1,237,605 - 2,318,486 5,062,415) - - 1,375,327 - 963,761 1,607,863) - - 1,306,698 - 433,180 1,495,712) - 468,861) - - 365,913 - 845,272 790,332) - - 401,802 - 973,053 |
|---|---|---|---|
Statement 14, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of changes to prepayments of construction funds (continued) January 1 to December 31, 2022
| Statement 14 Name of Construction Site 2006 2009 2010 2013 2018 2020 2022 2023 2024 2026 2102 2105 2107 2111 2112 2115 2116 2201 2204 2214 1818, etc. Total prepayments of construction funds |
Balance at the beginning of the period $ 2,939,530 $ 707,074 203,745 905,691 608,063 86,174 1,139,202 1,882,680 580,300 61,905 20,952 127,224 823,506 206,275 316,787 509,303 50,414 - - - 577,976 $ 25,209,262 $ |
Balance at the beginning of the period $ 2,939,530 $ 707,074 203,745 905,691 608,063 86,174 1,139,202 1,882,680 580,300 61,905 20,952 127,224 823,506 206,275 316,787 509,303 50,414 - - - 577,976 $ 25,209,262 $ |
Balance at the beginning of the period $ 2,939,530 $ 707,074 203,745 905,691 608,063 86,174 1,139,202 1,882,680 580,300 61,905 20,952 127,224 823,506 206,275 316,787 509,303 50,414 - - - 577,976 $ 25,209,262 $ |
Unit: NT$ thousands Increase in the current period Decrease in the current period Balance at the end of the period 220,511 $ - $ 3,160,041 2,839 - 709,913 - - 203,745 - - 905,691 1,087,205 - 1,695,268 121,093 - 207,267 80,342 ( 1,219,544) - 2,255,849 - 4,138,529 248,700 ( 829,000) - 383,489 - 445,394 351,075 - 372,027 163,500 - 290,724 419,782 - 1,243,288 533,807 - 740,082 999,725 - 1,316,512 2,700,248 - 3,209,551 349,246 - 399,660 1,170,341 - 1,170,341 264,194 - 264,194 517,249 - 517,249 814,801 ( 108,886) 1,283,891 18,867,815 ($ 11,582,613) $ 32,494,464 Accounted in contract liability: $ 10,894,097 Accounted in contract asset reduction:$ 21,600,367 |
|---|---|---|---|---|
$ 2,939,530 707,074 203,745 905,691 608,063 86,174 1,139,202 1,882,680 580,300 61,905 20,952 127,224 823,506 206,275 316,787 509,303 50,414 - - - 577,976 $ 25,209,262 |
220,511 2,839 - - 1,087,205 121,093 80,342 2,255,849 248,700 383,489 351,075 163,500 419,782 533,807 999,725 2,700,248 349,246 1,170,341 264,194 517,249 814,801 18,867,815 |
|||
$ |
||||
Statement 14, Page 2
Ruentex Engineering & Construction Co., Ltd. Statement of other non-current liabilities December 31, 2022
| Statement 15 Item Summary Accrued pension liabilities Warranty provision Guarantee deposits received |
Unit: NT$ thousands Amount Remark $ 96,725 129,219 100,353 $ 326,297 |
|---|---|
Statement 15, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of operating revenue January 1 to December 31, 2022
Unit: NT$ thousands
| Statement 16 Item Summary Revenue from construction contracts Revenue from contract for service |
Unit: NT$ thou Amount Remark $ 20,502,283 18,666 $ 20,520,949 |
|---|---|
Statement 16, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of operating costs January 1 to December 31, 2022
Unit: NT$ thousands
| Statement 17 Item Amount Cost of sales Subtotal Beginning inventory $ 13,954 Add: Materials purchased in the current period 599,767 Less: Ending inventory ( 17,292) Transferred to construction cost ( 381,462) Transferred to manufacturing, administration, and R&D expenses ( 7,124) Raw materials consumption in the current period 207,843 Direct labor (belongs to wages and salaries NT$78,745) 97,449 Production overheads 253,323 Finished goods cost 558,615 Less: Transferred to construction cost ( 543,815) Transferred to processing cost (services cost) ( 14,800) Total cost of sales Construction cost Materials purchased in the current period (including raw materials and finished goods transfer in at NT$925,277) 14,805,125 Construction labor 1,627,156 Construction expenses 1,122,138 Invested construction cost for the current period 17,554,419 Add: Beginning construction-in-progress 25,947,621 Gain from percentage completion of construction recognized in the current period 2,951,610 Less: Ending construction-in-progress ( 34,871,037) Transfer out amount for percentage completion of construction ( 11,582,613) Revenue from sales of scraps ( 14,930) Loss on market value decline of inventory 899 Transfer to services cost ( 912) Add: Construction cost recognition using the completion ratio method for the current period 17,554,419 Total construction cost Services cost (including finished goods transfer in NT$14,800 and construction costs transfer in NT$912) Total operating costs |
Unit: NT$ thousand Remark Total $ - 17,539,476 15,712 $17,555,188 |
|---|---|
Statement 17, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of production overheads January 1 to December 31, 2022
| Statement 18 Account Wages and salaries Depreciation expense Rent expense Others |
Unit: NT$ thousands Amount $ 98,930 55,249 35,281 63,863 $ 253,323 |
|---|---|
Statement 18, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of engineering expenses January 1 to December 31, 2022
Unit: NT$ thousands
| Statement 19 Account Wages and salaries Rent expense Freight expense Others |
Unit: N Amount $ 662,168 98,459 56,001 305,510 $ 1,122,138 |
|---|---|
Statement 19, Page 1
| Statement 20 Account Wages and salaries Taxes Others |
Ruentex Engineering & Construction Co., Ltd. Statement of selling expenses January 1 to December 31, 2022 Unit: NT$ thousands Amount Remark $ 42,154 11,368 5,160 No expense exceeded 5% of this account. $ 58,682 |
Ruentex Engineering & Construction Co., Ltd. Statement of selling expenses January 1 to December 31, 2022 Unit: NT$ thousands Amount Remark $ 42,154 11,368 5,160 No expense exceeded 5% of this account. $ 58,682 |
|---|---|---|
Statement 20, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of administrative and general affairs expenses January 1 to December 31, 2022
| Statement 21 Account Wages and salaries Depreciation expense Insurance expense Others |
Unit: NT$ thousands Amount Remark $ 397,181 40,266 33,196 105,799 No expense exceeded 5% of this account. $ 576,442 |
|---|---|
Statement 21, Page 1
Ruentex Engineering & Construction Co., Ltd. Statement of R&D expenses January 1 to December 31, 2022
| Statement 22 Account Wages and salaries Materials expenses Amortization Contracted research expenses Others |
Unit: NT$ thousands Amount Remark $ 15,695 3,599 2,531 2,450 7,354 No expense exceeded 5% of this account. $ 31,629 |
|---|---|
Statement 22, Page 1
Ruentex Engineering & Construction Co., Ltd.
| Ruentex Engineering & Construction Co., Ltd. | Ruentex Engineering & Construction Co., Ltd. | Ruentex Engineering & Construction Co., Ltd. | Ruentex Engineering & Construction Co., Ltd. | Ruentex Engineering & Construction Co., Ltd. | Ruentex Engineering & Construction Co., Ltd. | Ruentex Engineering & Construction Co., Ltd. | Ruentex Engineering & Construction Co., Ltd. | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Summary table for employee benefits, depreciation, depletion and amortization expenses incurred during the | current period | |||||||||
| January 1 to December 31, 2022 | ||||||||||
| Statement | 23 | Unit: NT$ thousands | ||||||||
| Function | 2022 | 2021 | ||||||||
| Nature | Operating | costs | Operating expenses | Total | Operating costs | Operating expenses | Total | |||
| Employment fees | ||||||||||
| Wages and salaries | $ | 839,843 | $ 455,030 | $ | 1,294,873 | $ | 792,116 | $ 450,321 |
$ | |
| 1,242,437 | ||||||||||
| Labor and Health Insurance | 60,927 | 30,481 | 91,408 | 57,205 | 26,071 |
|||||
| costs | 83,276 | |||||||||
| Pension | expense | 28,608 | 13,683 | 42,291 | 25,238 | 13,116 |
||||
| 38,354 | ||||||||||
| Directors’ Remuneration | - | 3,500 | 3,500 | - | 3,260 |
|||||
| 3,260 | ||||||||||
| Other employee benefit | 29,126 | 31,772 | 60,898 | 29,833 | 29,145 |
|||||
| expense | 58,978 | |||||||||
| Depreciation expense | 105,598 | 41,231 | 146,903 | 85,515 | 37,027 |
|||||
| 122,542 | ||||||||||
| Amortization | 51 | 3,815 | 3,866 | - | 3,346 |
|||||
| 3,346 |
Notes:
-
There were 1,005 and 969 employees of the Company for this years and the previous year, respectively. Of which, the number of directors who had not served as employees for the year were 7 persons, and 8 persons for the previous year.
-
Shall the shares of the company listed and traded in TWSE or TPEx, the following information shall be disclosed:
-
(1) The averaged employees’ benefit expenses of the year was NT$1,492 (Total of employees’ benefit expenses - total remunerations of directors of the year/ number of the employees - numbers of directors no concurring employees of the year).
The averaged employees’ benefit expenses of the previous year was NT$1,481 (Total of employees’ benefit expenses - total remunerations of directors of the
Statement 23, Page 1
Ruentex Engineering & Construction Co., Ltd. Summary table for employee benefits, depreciation, depletion and amortization expenses incurred during the current period January 1 to December 31, 2022
Statement 23
Unit: NT$ thousands
previous year/ number of the employees - numbers of directors no concurring employees of the previous year).
- (2) The averaged employees’ salary expenses of the year was NT$1,297 (Total of salary expenses of the year/ number of the employees - numbers of directors no concurring employees of the year).
The averaged employees’ salary expenses of the previous year was NT$1,293 (total of salary expenses of the previous year/ number of the employees - numbers of directors who did not serve concurrently as employees of the previous year).
-
(3) The average adjustment to employees’ salary expenses was 0.31% (Average salary expenses of the year - average salary expenses of the previous year/ average salary expenses of the previous year).
-
(4) Remuneration policy of the Company
-
A. Director salary and remuneration policy:
Regulations relating to the director remuneration is stated mainly in the Company’s “Articles of Incorporation”. The Board of Directors is authorized to decide the remuneration amount based on the director’s involvement in the Company’s operation and contribution with reference to industry standard. After the Remuneration Committee makes its suggested proposal, it is submitted to the Board for discussion.
- B. Managerial officer salary and remuneration policy:
The salary and remuneration of the Company’s managerial officers shall be made with reference to industry standards and taking into account of the individual performance evaluation results, the time invested, job responsibility, achievement of objectives, performances in other posts, and compensation to the equivalent ranks within the Company in recent years. Furthermore, the Company also considers its achievements in short-term and long-term business objectives, the reasonableness of the correlation between remuneration and individual performance, the Company’s business performance, and future risk exposure. After the Remuneration Committee makes its suggested proposal, it is submitted to the Board for discussion. C. Employee salary and remuneration policy:
The employee salary approval is based on the Company’s “Salary Management Regulations” and the related bonus and subsidy regulations established by the Company. These form the basis in providing employee remuneration and benefits complying with labor laws, mainly consisting of basic salary (including base salary, meal subsidy), position allowance, professional subsidy, performance rewards, individual performance annual salary adjustment, end-of-year bonuses, and so on. Additionally, the Company’s “Articles of Incorporation” regulate that if the Company makes a profit for the year, it shall allocate at least 1% of the profit as employee remuneration, and the Company shall reserve an amount in advance to make up for any accumulated losses, so as to put the business performance results into appropriate reflection toward employees remuneration.
Statement 23, Page 2
Ruentex Engineering & Construction Co., Ltd.
Endorsements and Guarantees for Others
January 1 to December 31, 2022
Attached Table 1
Unit: NT$ thousands
| Cumulative amount | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Entity for which | the | of | Endorsements/ | ||||||||||||
| endorsement/guarantee is | made | Maximum amount | Maximum balance | endorsements/guara | Endorsements/ | guarantees | Endorsements | ||||||||
| of | of | Balance of | Amount of | ntees as a | Maximum amount | guarantees |
made by the | /guarantees | |||||||
| endorsements/guara | endorsements/guar | endorsements/guar | endorsements/ | percentage of the | of | made by the | subsidiary | made for the | |||||||
| Name of the company | Relationshi | ntees permitted to | antees for the | antees at the end | Actual amount | guarantees | net worth as stated | endorsements/guar | parent for its | company for | entities in | ||||
| No. | making an | p | any single entity | current period | of the period | drawn | secured by | in the latest | antees | subsidiaries | its parent | China | Remar | ||
| (Note 1) | endorsement/guarantee | Company name | (Note 2) | (Note 3) | (Note 4) | (Note 5) | (Note 6) | property | financial statement | (Note 3) | (Note 7) | (Note 7) | (Note 7) | k | |
| Zero | Ruentex Engineering & | Ruentex Materials Co., | 1 | $ 924,750 | $ 31,254 | $ 31,254 | $ 31,254 | $ - | 0.48 | $ 1,849,500 | Y | N | N | ||
| Construction Co., Ltd. | Ltd. |
Note 1: The column of No. is described as follows:
- (1). Please fill in 0 for the issuers.
(2). Please fill in the Arabic numeral sequentially numbered starting from 1 for the invested companies according to the company type.
Note 2: There are six types of the relationship between the company making an endorsement/guarantee and the entity for which the endorsement/guarantee as follows. Please indicate the type only:
-
(1) A company with which the Company does business.
-
(2) Subsidiary in which the Company holds more than 50% of its total outstanding ordinary shares.
-
(3) Companies in which the parent company and the subsidiaries together hold more than 50% of its outstanding ordinary shares.
(4) A parent company which holds, directly or indirectly through a subsidiary, more than 50% of its outstanding ordinary shares.
- (5) A company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry.
(6) A company in which each of the capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages.
Note 3: The maximum amount of endorsements/guarantees made by the Company shall not exceed 100% or more of the paid-in capital of the Company and the amount of endorsements/guarantees made by the subsidiary for any single entity shall not exceed 50% or more of the paid-in capital of the Company.
Note 4: The highest balance of the endorsement/ guarantee for others in the current year.
Note 5: As of the end of the year, when the company signed the endorsement and guarantee contract with the bank and is approved, the company assumes the endorsement or guarantee responsibilities. Other related endorsements and guarantees shall be included in the balance of the endorsements and guarantees.
Note 6: The actual amount drawn down by the endorsed company within the scope of the balance of the endorsement/guarantee provided.
Note 7: “Y” shall be entered only for the endorsements/guarantees provided by the listed parent company to a subsidiary, a subsidiary to a listed parent company, or the entities in China.
Attached Table 1 Page 1
Ruentex Engineering & Construction Co., Ltd.
Securities held at the end of the period (not including investments in subsidiaries, associates and jointly controlled entities)
December 31, 2022
Attached Table 2
Unit: NT$ thousands
| Company holding the securities Type and name of the securities (Note 1) Relationship with the issuer of securities (Note 2) Account recognized Shares Ruentex Engineering & Construction Co., Ltd. Shares of Ruentex Development Co., Ltd. The Company is a subsidiary of the company. Financial assets at fair value through other comprehensive income acquired - non-Current 10,792,731 Ruentex Engineering & Construction Co., Ltd. Shares of Ruentex Industries Ltd. A company recognized using the equity method for the parent of the Company Financial assets at fair value through other comprehensive income acquired - non-Current 50,241,066 Ruentex Engineering & Construction Co., Ltd. Shares of OBI Pharma, Inc. The Company’s representative of the juridical person director is the representative of the juridical person director of the company Financial assets at fair value through other comprehensive income acquired - non-Current 260,748 Ruentex Engineering & Construction Co., Ltd. Shares of Save & Safe Corporation - Financial assets at fair value through other comprehensive income acquired - non-Current 4,267,233 Ruentex Engineering & Construction Co., Ltd. Shares of Powertec Electrical Chemicals Corp. - Financial assets at fair value through other comprehensive income acquired - non-Current 19,737,629 Ruentex Engineering & Construction Co., Ltd. Subordinated debts of Nan Shan Life Insurance One of parent company’s affiliates is a controlled company of the company. Financial Assets at amortized cost- non-Current - Ruentex Materials Co., Ltd. Shares of Ruentex Industries Ltd. A company recognized using the equity method for the parent of the Company Financial assets at fair value through other comprehensive income acquired - non-Current 7,200,236 Ruentex Materials Co., Ltd. Shares of OBI Pharma, Inc. The Company’s representative of the juridical person director is the representative of the juridical person director of the company Financial assets at fair value through other comprehensive income acquired - non-Current 117,337 Ruentex Interior Design Inc. Shares of Ruentex Industries Ltd. A company recognized using the equity method for the parent of the Company Financial assets at fair value through other comprehensive income acquired - non-Current 2,598,464 |
End of the Carrying amount |
End of the | period Shareholdin g percentage 0.34 $ 4.55 0.11 2.51 1.39 - 0.65 0.05 0.24 |
Fair value 466,786 3,265,669 18,018 78,815 - - 468,015 8,108 168,900 |
Remark (Note 4) |
|---|---|---|---|---|---|
(Note 3) $ 466,786 3,265,669 18,018 78,815 - 500,000 468,015 8,108 168,900 |
|||||
Note 1: Securities indicated in the Table refer to shares, bonds, beneficiary certificates and securities derived from the items mentioned above within the scope of IFRS No.9. Note 2: Not required to be filled in for the issuers of securities that are not related parties. Note 3: Please fill in the value carried at adjusted fair value less accumulated impairment losses for those measured at fair value and the value varied at acquisition cost or amortized cost less accumulated impairment losses for those not measured at fair value. Note 4: The securities listed that are limited to their use due to the provision of security, pledge loans or others in accordance with the contract shall indicate the number of shares provided for guarantee or pledge, the amount of guarantee or pledge and the limits on the use in the in the column of “Remarks”.
Attached Table 2 Page 1
Ruentex Engineering & Construction Co., Ltd.
Accumulated buying and selling securities under re-purchase/re-sale conditions amounting to NT$300 million or more than 20% of the paid-in capital
January 1 to December 31, 2022
| Attached Table 3 Type of the securities and Counterpart y Relationshi p Beginning of the period Buying (Notes 3, 5, 6, and 7) Buying/selling company Name (Note 1) Account recognized (Note 2) (Note 2) Shares Amount Shares Amount Ruentex Engineering & Construction Co., Ltd. Shares of Ruentex Industries Ltd. Financial assets at fair value through other comprehensive income acquired - non-Current - - 26,197,343 $2,554,241 24,043,723 $ 711,428 Ruentex Materials Co., Ltd. Shares of Ruentex Industries Ltd. Financial assets at fair value through other comprehensive income acquired - non-Current - - 2,100,236 204,773 5,100,000 263,242 |
Selling (Note 3) Shares Price Book cost - - - - - - |
Unit: NT$ thousands (Except as Otherwise Indicated) End of the period Gain(loss ) on disposal Shares Amount - 50,241,066 $3,265,669 - 7,200,236 468,015 |
|---|---|---|
Note 1: Securities indicated in the Table refer to shares, bonds, beneficiary certificates and securities derived from the items mentioned above.
Note 2: The two columns must be filled in for the investors who account for securities using the equity method. (not required if not applicable)
Note 3: The accumulated amount of buying and selling should be calculated separately at market prices to determine whether they are up to NT$300 million or more than 20% of the paid-in capital.
Note 4: Paid-in capital refers to the paid-in capital of the parent. In the case of an issuer whose shares have no par value or have a par value other than NT$10, the monetary amount of the transaction of 20% of the paid-in capital shall be calculated at 10% of equity attributable to the owners of the parent as stated in the Balance Sheet.
Note 5: Between November 15, 2021 and December 31, 2022, Ruentex Materials, a subsidiary of the Company, purchased 5,391 thousand shares of Ruentex Industries Ltd. from the open market and purchased 1,760 thousand shares in a cash capital increase by Ruentex Industries Ltd., totaling NT$551,351. Note 6: The purchase amount of Ruentex Materials, a subsidiary of the Company during this period, includes NT$259,551 for the purchases from the open market, NT$88,000 for participating in a cash capital increase, and NT$84,309 for unrealized valuation adjustment loss. Note 7: The purchase amount of the Company during this period includes NT$76,855 for the purchases from the open market, NT$1,142,186 for participating a in cash capital increase, and NT$507,613 for unrealized valuation adjustment loss.
Attached Table 3 Page 1
Ruentex Engineering & Construction Co., Ltd.
Acquisition of real estate at costs of at least NT$300 million or 20% of the paid-in capital
January 1 to December 31, 2022
Attached Table 4
Unit: NT$ thousands
The last transfer information if the counterparty is a related party Reference basis Purpose of Other The company acquiring the Name of Transaction Owner Relationship With Date of Amount for price acquisition and provision real estate property Date of occurrence amount Amount paid Counterparty Relationship the Seller transfer decision conditions of use s Ruentex Engineering & Right-of-use June 2022 $342,534 $ 11,087 Ruentex A company recognized Not Not applicable Not Not Appraisal For use in the - Construction Co., Ltd. assets - land Industries Ltd. using the equity applicable applicable applicable amounts production area method for the parent provided by a at the factory of the Company professional appraisal agency
Note 1: When an appraisal is required to be made for the acquisition of assets according to the regulation, the results of the appraisal should be indicated in the column of “reference basis for price decision.”
Note 2: Paid-in capital refers to the paid-in capital of the parent. In the case of an issuer whose shares have no par value or have a par value other than NT$10, the monetary amount of the transaction of 20% of the paid-in capital shall be calculated at 10% of equity attributable to the owners of the parent as stated in the Balance Sheet.
Note 3: The date of occurrence means the date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of a resolution of the Board of Directors or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.
Note 4: Status of the amount paid refers to the accumulated payment amount as of December 31, 2022.
Attached Table 4 Page 1
| The | company acquiring the real estate |
Name of property |
o | Date of ccurrence |
Transaction amount |
Amount paid | Counterparty | Relationship | The last transfer information if the counterparty is a related | The last transfer information if the counterparty is a related | The last transfer information if the counterparty is a related | The last transfer information if the counterparty is a related | The last transfer information if the counterparty is a related | Reference basis | Reference basis | Purpose of acquisition and conditions of use Other provisions |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Owner |
party Relationship With the Seller |
Date of transfer |
Amount |
|||||||||||||
| for price decision |
||||||||||||||||
Attached Table 4 Page 2
Ruentex Engineering & Construction Co., Ltd.
Total purchase from or sale to related parties amounting to at least NT$100 million or 20% of the paid-in capital January 1 to December 31, 2022
Attached Table 5
Unit: NT$ thousands
| The company making the purchase (sale) of goods Name of counterparty Relationship Ruentex Engineering & Construction Co., Ltd. Ruentex Development Co., Ltd. The company is a parent of the Company. Ruentex Engineering & Construction Co., Ltd. Ruentex Innovative Development Co. Ltd. The company is a fellow subsidiary of the Company. Ruentex Engineering & Construction Co., Ltd. Ruentex Construction & Development Co., Ltd. The company is a fellow subsidiary of the Company. Ruentex Engineering & Construction Co., Ltd. Ruentex Materials Co., Ltd. The company is a subsidiary of the Company. Ruentex Materials Co., Ltd. Ruentex Engineering & Construction Co., Ltd. The company is a subsidiary of the Company. Ruentex Interior Design Inc. Ruentex Development Co., Ltd. The company is a parent of the Company. |
Transaction conditions Purchase (sale) of goods Amount As a percentage of total purchases (sales) of goods (Note 4) Credit period Sale of goods $3,729,845 18.18 The amount shall be collected in accordance with the term of the construction contract Sale of goods 1,404,055 6.84 The amount shall be collected in accordance with the term of the construction contract Sale of goods 132,296 0.64 The amount shall be collected in accordance with the term of the construction contract Purchase of goods 184,806 1.28 Note 5 Sales of goods/Contract of construction 176,286 5.53 The amount shall be collected in accordance with the term of the construction/sales contract Sales of goods/Contract of construction 412,546 38.82 The amount shall be collected in accordance with the term of the construction/sales contract |
Difference between the terms | Notes receivable/payable and accounts | Notes receivable/payable and accounts | Remark (Note 2) |
|---|---|---|---|---|---|
| and conditions of transaction | |||||
| and the general type of transaction and the reason for |
|||||
| any such difference (Note 1) Unit price Credit period Negotiat ed price The amount shall be collected in accordance with the term of the construction contract Negotiat ed price The amount shall be collected in accordance with the term of the construction contract Negotiat ed price The amount shall be collected in accordance with the term of the construction contract Negotiat ed price Note 5 Negotiat ed price The amount shall be collected in accordance with the term of the construction/sales contract Negotiat ed price The amount shall be collected in accordance with the term of the construction/sales contract |
receivable/payable Balance As a percentage of notes receivable/payable and accounts receivable/payable (Note 4) $27,043 1.84 - - - - 36,901 1.15 33,004 4.17 37,554 28.90 |
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receivable/payable and accounts receivable/payable (Note |
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4) 1.84 - - 1.15 4.17 28.90 |
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Note 1: If the terms and conditions of transaction with the related parties are different from the general terms and conditions of transaction, the difference and the reason for any such difference shall be specified in the column of unit price and the credit period. Note 2: In the case of prepayments in advance (or advance receipts), the reasons, the terms and conditions of the contract, the amount and the difference between the general type of transactions shall be specified in the column of Remarks. Note 3: Paid-in capital refers to the paid-in capital of the parent. In the case of an issuer whose shares have no par value or have a par value other than NT$10, the monetary amount of the transaction of 20% of the paid-in capital shall be calculated at 10% of equity attributable to the owners of the parent as stated in the Balance Sheet.
Note 4: Calculate from the perspective of the entity of the company making the purchase (sale) of goods.
Note 5: The credit term for sales of goods is 45 days; the credit term for contracted projects is based on the schedule specified in the contracts.
Attached Table 5 Page 1
Ruentex Engineering & Construction Co., Ltd.
Business relationships and significant intercompany transactions and amount between a parent and its subsidiary company, or between its subsidiaries
January 1 to December 31, 2022
Attached Table 6
Unit: NT$ thousands
Transaction information
| Transaction information | |||||
|---|---|---|---|---|---|
| No. (Note 1) Name of the transaction party Transaction counterparty 0 Ruentex Engineering & Construction Co., Ltd. Ruentex Materials Co., Ltd. 1 Ruentex Materials Co., Ltd. Ruentex Engineering & Construction Co., Ltd. Ruentex Engineering & Construction Co., Ltd. Ruentex Engineering & Construction Co., Ltd. 2 Ruen Yang Construction Co., Ltd. Ruentex Engineering & Construction Co., Ltd. |
Relationship with the transaction party (Note 2) Account 1 Service revenue $ 2 Sales revenue 2 Construction contract revenue 2 Receivable 2 Construction contract revenue |
Amount Terms and conditions of transaction 14,920 Processed based on the general terms and conditions of transaction 129,812 Processed based on the general terms and conditions of transaction 46,474 Processed based on the general terms and conditions of transaction 33,004 Processed based on the general terms and conditions of transaction 33,865 Processed based on the general terms and conditions of transaction |
As a percentage of the consolidated total operating revenue or total |
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assets (Note 3) 0.06% 0.53% 0.19% 0.15% 0.14% |
Note 1: The information about business transactions between the parent and the subsidiary shall be indicated in the column of No. respectively. Details on how to filled in No. are as follows:
(1). Please fill in “0” for the parent.
(2). Please fill in the Arabic numeral sequentially numbered starting from 1 for the subsidiaries according to the company type.
- Note 2: There are three types of the relationship with the transaction party as follows. Please indicate the type only (In the case of the same transaction between the parent or subsidiaries, or between its subsidiaries, duplicate disclosure is not required. For example, in the case of the transaction between the parent or its subsidiary, if the parent has disclosed the information, the subsidiary does not require making a duplicate disclosure; and if the transaction between the subsidiaries, if one of the subsidiaries has disclosed the information, the other subsidiary does not require making a duplicate disclosure.):
(1). Parent and its subsidiary
(2). Subsidiary and its parent
(3). Subsidiary and the other subsidiary
Note 3: The transaction amount as a percentage of the consolidated total operating revenue or total assets shall be calculated at the balance at the end of period as a percentage of the consolidated total assets for assets or liabilities items, and the interim cumulative amount as a percentage of the consolidated total operating revenue for profits or losses items.
Note 4: Transactions amounting to NT$10,000 shall be disclosed. The information shall be also disclosed from the asset side and revenue side.
Attached Table 6 Page 1
Ruentex Engineering & Construction Co., Ltd.
The name of the invested company, the location and other relevant information (excluding the invested companies in China)
January 1 to December 31, 2022
Attached Table 7
Unit: NT$ thousands
| Name of the investing company Ruentex Engineering & Construction Co., Ltd. Ruentex Engineering & Construction Co., Ltd. Ruentex Engineering & Construction Co., Ltd. Ruentex Materials Co., Ltd. |
Name of the investee company (Notes 1 and 2) Ruentex Materials Co., Ltd. Ruentex Interior Design Inc. Ruen Yang Construction Co., Ltd. Ruentex Interior Design Inc. |
Location Taiwan Taiwan Taiwan Taiwan |
Main business items | End | Original investment amount Holding of the current period End of last year Shares 695,548 $ 695,548 58,726,917 82,365 82,365 2,745,483 5,408 5,408 600,000 126,721 140,571 4,750,000 |
Holding | at the end of | period Carrying amount |
Current profit and | Gains and losses on investment recognized for the |
Gains and losses on investment recognized for the |
Gains and losses on investment recognized for the |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Percentage 39.15 20.34 100.00 35.19 |
c |
urrent period (Note 2(3)) 14,919 20,894 1,309 37,858 |
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$ |
$ |
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| Building materials production and distribution Design and Construction of Interior Decoration, Gardens, and Greenery Civil Engineering Projects Design and Construction of Interior Decoration, Gardens, and Greenery |
$ 810,385 92,048 4,390 159,254 |
Note 1: For public companies with an overseas holding company and a consolidated financial report as its principal financial report according to the local laws and regulations must disclose only related information to that holding company, which is an overseas investee.
Note 2: Those who do not fall under the circumstances described in Note 1 shall be filled in according to the following rules:
-
(1) The columns of “Investee,” “Location,” “Main business items,” “Original investment amount” and “Ownership, end of the period” shall be filled out based on the (public) Company’s investment status and the investment situation of each investee directly or indirectly controlled in order, and the relationship between each investee and the (public) Company (e.g., a subsidiary or a sub-subsidiary) shall be indicated in the remarks column.
-
(2) In the column “Current profit or loss on investee,” the amount of current profit or loss on each investee shall be entered.
-
(3) In the column “Investment gains and losses recognized in the current period,” only the amount of profit or loss on each subsidiary recognized by the (public) Company as direct investment and on each investee measured by the equity method shall be entered, and the rest is not required to be entered. When filling in the “Recognized amount of current profit or loss on each subsidiary directly invested,” it shall be confirmed that the amount of the current profit or loss on each subsidiary has included the investment gains and losses that shall be recognized in accordance with the regulations for its investment.
Attached Table 7 Page 1
Ruentex Engineering & Construction Co., Ltd. Information on main investors December 31, 2022
Attached Table 8
Name of Major Shareholders Ruentex Development Co., Ltd. Ruentex Industries Ltd. Yi Tai Investment Co., Ltd. Yingjia Investment Co., Ltd.
| Number of shares held 72,397,456 16,821,685 13,829,607 11,558,690 |
Shares | Shareholding percentage |
|---|---|---|
39.14 9.09 7.47 6.24 |
Unit: Shares
Attached Table 8 Page 1