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RUENTEX IND.LTD — Annual Report 2021
Nov 15, 2021
52234_rns_2021-11-15_cbc0879d-1331-48da-bdce-05d1f5aebb3b.pdf
Annual Report
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Ruentex Industries Ltd. and Subsidiaries Consolidated Financial Statements and Report of Independent Accountants
2020 and 2021 (Stock Code: 2915)
Company Address: 13F.-1, No. 308, Sec. 2, Bade Rd., Taipei City Telephone: (02)8161-7999
~1~
Ruentex Industries Ltd. and Subsidiaries
Consolidated Financial Statements and Report of Independent Accountants of 2021 and
2020
Contents
| Item | Page |
|---|---|
| I. Cover page | 1 |
| II. Table of Contents | 2 ~ 3 |
| III. Declaration | 4 |
| IV. Independent Auditors’ Report | 5 ~ 8 |
| V. Consolidated Balance Sheet | 9 ~ 10 |
| VI. Consolidated Statements of Comprehensive Income | 11 ~ 12 |
| VII. Consolidated Statements of Changes in Equity | 13 |
| VIII. Consolidated Statements of Cash Flows | 14 ~ 15 |
| IX. Notes to the Consolidated Financial Statements | 16 ~ 89 |
| (I) Organization and business | 16 |
| (II) Financial statements authorization date and authorization process | 16 |
| (III) Application of new standards, amendments, and interpretations | 16 ~ 17 |
| (IV) Summary of Significant Accounting Policies | 18 ~ 32 |
| (V) Significant accounting judgments, estimations, assumptions, and sources | |
| of estimation uncertainty | 32 |
| (VI) Details of significant accounts | 32 ~ 69 |
~2~
| Item | Page |
|---|---|
| (VII) Related Party Transactions | 70 ~ 74 |
| (VIII) Pledged Assets | 74 |
| (IX) Significant contingent liabilities and unrecognized contract commitments | 74 |
| (X) Significant disaster loss | 74 |
| (XI) Significant events after the balance sheet date | 74 |
| (XII) Others | 75 ~ 86 |
| (XIII) Additional Disclosure | 86 ~ 87 |
| (XIV) Segment information | 87 ~ 89 |
~3~
Ruentex Industries Ltd.
Declaration of Consolidated Financial Statements of Affiliated Enterprises
The entities that are required to be included in the consolidated financial statements of the Company as of and for the year ended December 31, 2021, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, a separate set of combined financial statements will not be prepared.
Hereby declare.
Company name: Ruentex Industries Ltd.
Responsible person: Sheng-yu Hsu
March 15, 2022
~4~
Accountants’ Audit Report (2022) Cai-Shen-Bao-Zi No.21004285
To Ruentex Industries Ltd.:
Audit Opinions
We have audited the consolidated balance sheets of Ruentex Industries Ltd. and its subsidiaries (hereinafter referred to as "the Group") for December 31, 2020 and 2021, the consolidated comprehensive income statements, equity statements and cash flow statements of the Group for the period from January 1 to December 31, 2020 and 2021, and the notes to the consolidated financial report (including a summary of significant accounting policies).
In our opinion, based on our audits and the report of other independent accountants (please refer to the “other matter” section of our report), the accompanying consolidated financial statements present fairly in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2021, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis of Audit Opinions
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements of Financial Institutions by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the section of “Responsibilities of the Accountants for the Audit of Consolidated Financial Statements” in our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. In view of the audit result concluded by our representatives and the audits concluded by other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the Group for the year ended
~5~
- These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
The most significant key audit matters in our audit of the Group’s consolidated financial statements for the year ended 2021 are as follows:
~6~
Accuracy of Investment Balance Accounted for using equity method
Description of Key Audit Matters
As of December 31, 2021, the Group’s investments accounted under equity method were NT$116,085,784 thousand, representing 78.291% of the total consolidated assets. Please refer to Note 4(15) for accounting policies on investments accounted under equity method and Note VI(7) for details.
Since the investments accounted for using equity method involves domestic and overseas investments at various levels with cross-holdings, it is considered to be a relatively complicated calculation. In addition, since the amount is significant and requires greater manpower to perform the audit, we are of the opinion that the accuracy of the investment balance under equity method shall be listed as one of the most important matters for the audit of the present year.
Corresponding Audit Procedures
We summarize the audit procedures executed for the aforementioned key audit matters as follows:
-
We assessed the consistency of the internal control and the accounting process adopted by the management on the investments under equity method.
-
We obtained the investment profit/loss and equity account calculation form and the annual financial statements of investees audited by independent auditors from the management re-calculated the investment profit/loss and equity account amounts, and entered into account appropriately.
Other Matters - Reference to Audits by Other Accountants
We did not audit the financial statements of multiple subsidiaries and investments accounted under the equity method that are included in the Group’s consolidated financial statements. Those statements were audited by other independent accountants whose report thereon has been furnished to us, and our opinion expressed herein is based solely on the audit reports issued by other independent accountants. The total assets of the aforementioned subsidiaries as of December 31, 2021 and 2020, were NT$6,328,229 thousand and NT$19,470,076 thousand, respectively, and constituted 4.268% and 12.670% of total consolidated assets. Their total operating income of NT$321,149 thousand and NT$285,807 thousand for the years ended December 31, 2021 and 2020, constituting 11.912% and 10.445% of total consolidated operating income. The aforementioned investments recognized under
~7~
equity method as of December 31, 2021 and 2020 were NT$775 thousand and NT$0, respectively, and constituted 0.000% and 0.000% of total consolidated assets. Share of other comprehensive income of associates and joint ventures accounted for under equity method and other comprehensive income were NT$(7,225) thousand and NT$(1,755) thousand for the years ended December 31, 2021 and 2020, respectively, constituting 1.000% and 0.005% of total consolidated comprehensive income.
Other matter- Parent only financial reports
We have audited and expressed an unqualified opinion on the parent only financial statements of Ruentex Industries Ltd. as at and for the year ended December 31, 2020 and 2021.
Responsibilities of the Management and Governing Bodies for Consolidated Financial Statements
The management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIS Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the management is responsible for assessing the Group’s ability to continue as a going concern disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Responsibilities of the Accountants for the Audit of Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that included our opinion. Reasonable assurance is a high level of
~8~
assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatement may be caused by fraud or error. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. Also:
-
We identify and assess the risks of material misstatement of consolidated financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
We evaluate the overall presentation, structure and content of the consolidated financial statements, including the related disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
~9~
- We obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within Ruentex Group to express an opinion on the consolidated financial statements. We are responsible for directing, overseeing and executing audit of Ruentex Group, and forming the audit opinion for Ruentex Group.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal control that we identify during our audit).
We also provide 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 most significance in the audit of the Group’s consolidated financial statements of 2021 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
Shu-chiung Chang
Certified Public Accountant
Pei-ling Tu
Former Financial Supervisory Commission, Executive Yuan Approval Certificate No.: Jin-Guan-Zheng-Shen-Zi No. 0990042602
Former Securities and Futures Commission, Ministry of Finance
Approval Certificate No.:(1995) Tai-Cai-Zheng (VI) No. 13377
March 15, 2022
~10~
Ruentex Industries Ltd. and Subsidiaries Consolidated Balance Sheet December 31, 2021 and 2020
| Consolidated Balance Sheet December 31, 2021 and 2020 |
||||||
|---|---|---|---|---|---|---|
| Unit: NTD in Thousands | ||||||
| December 31, | December 31, | |||||
| 2021 | 2020 | |||||
| Assets | Notes | Amount |
% | Amount |
% | |
| Current Assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 12,670,498 | 9$ | 19,164,077 | 12 |
| 1120 | Financial assets at fair value through other comprehensive income acquired - | 6(5) | ||||
| Current | 1,303,338 | 1 | - | - | ||
| 1150 | Net bills receivable | 6(2) | 280 | - | 287 | - |
| 1170 | Net Accounts Receivable | 6(2) and | ||||
| 12(3) | 186,438 | - | 171,936 | - | ||
| 1180 | Accounts receivable - related parties - net | 6(2), 7 and 12 | ||||
| (3) | 816 | - | 2,490 | - | ||
| 1200 | Other receivables | 12,560 | - | 9,070 | - | |
| 1210 | Other receivables - related parties | 7 | 9,147 | - | 9,413 | - |
| 1220 | Current tax assets | - | - | 27,989 | - | |
| 130X | Inventories | 6(3) and 8 | 749,931 | - | 2,424,726 | 2 |
| 1410 | Prepayments | 72,061 | - | 33,814 | - | |
| 1470 | Other Current Assets | 576 | - | 474 | - | |
| 11XX | Total current assets | 15,005,645 | 10 | 21,844,276 | 14 | |
| Non-current assets | ||||||
| 1510 | Financial assets at fair value through profit or loss - non-current | 6(4) | 2,695,926 | 2 | 2,334,021 | 2 |
| 1517 | Financial assets at fair value through other comprehensive income - non-Current | 6(5), 7 and 8 | 8,107,838 | 5 | 11,190,047 | 7 |
| 1535 | Amortized cost financial Assets - non-Current | 6(6) and 8 | 874,083 | 1 | 888,117 | 1 |
| 1550 | Investment accounted for using the equity method | 6(7), 7 and 8 | 116,085,784 | 78 | 113,881,370 | 74 |
| 1600 | Property, plant, and equipment | 6(8) and 8 | 1,667,279 | 1 | 1,703,830 | 1 |
| 1755 | Right-of-use assets | 6(9) | 200,697 | - | 65,805 | - |
| 1760 | Net value of investment properties | 6(3)(11) and | ||||
| 8 | 2,319,524 | 2 | 633,434 | - | ||
| 1780 | Intangible assets | 6(12) | 388,325 | - | 398,817 | - |
| 1840 | Deferred tax Assets | 6(32) | 863,054 | 1 | 665,035 | 1 |
| 1900 | Other non-Current Assets | 6(13) | 65,726 | - | 67,297 | - |
| 15XX | Total non-current assets | 133,268,236 | 90 | 131,827,773 | 86 | |
| 1XXX | Total assets | $ 148,273,881 | 100$ | 153,672,049 | 100 |
(Continued)
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Ruentex Industries Ltd. and Subsidiaries Consolidated Balance Sheet December 31, 2021 and 2020
| Unit: NTD | in Thousands | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2021 December 31, 2020 | ||||||||
| Liabilities and Equity | Notes | Amount |
% | Amount |
% | |||
| Current liabilities | ||||||||
| 2100 | Short-term borrowings | 6(14) and 8 | $ | 1,100,000 | 1 $ | 2,287,700 | 2 | |
| 2110 | Short-term notes and bills payable | 6(15) and 8 | 2,277,271 | 1 | 1,069,319 | 1 | ||
| 2130 | Contract liabilities - current | 6(24) | 24,348 | - | 22,597 | - | ||
| 2150 | Notes payable | 13,195 | - | 13,654 | - | |||
| 2160 | Bills payable - related parties | 7 | 88,380 | - | 50,131 | - | ||
| 2170 | Accounts payable | 189,613 | - | 201,279 | - | |||
| 2180 | Accounts payable - related parties | 7 | 18,485 | - | 14,278 | - | ||
| 2200 | Other payables | 6(16) | 283,501 | - | 274,292 | - | ||
| 2220 | Other Payable - Related Party | 7 | 13,800 | - | 14,696 | - | ||
| 2230 | Current tax liabilities | 924,895 | 1 | 1,354,953 | 1 | |||
| 2280 | Lease liabilities - current | 6(9) | 52,523 | - | 28,337 | - | ||
| 2320 | Long-term liabilities due within one year or one operating cycle 6(17) and 8 | 1,435,000 | 1 | 3,237,500 | 2 | |||
| 2399 | Other current liabilities - other | 14,296 | - | 14,798 | - | |||
| 21XX | Total Current Liabilities | 6,435,307 | 4 | 8,583,534 | 6 | |||
| Non-Current Liabilities | ||||||||
| 2540 | Long-term borrowings | 6(17) and 8 | 29,447,395 | 20 | 26,262,231 | 17 | ||
| 2570 | Deferred income tax liabilities | 6(32) | 1,493,881 | 1 | 2,397,048 | 2 | ||
| 2580 | Lease liabilities - non-current | 6(9) | 149,207 | - | 38,446 | - | ||
| 2600 | Other non-Current liabilities | 6(18) | 761,514 | 1 | 784,296 | - | ||
| 25XX | Total Non-Current Liabilities | 31,851,997 | 22 | 29,482,021 | 19 | |||
| 2XXX | Total liabilities | 38,287,304 | 26 | 38,065,555 | 25 | |||
| Equity attributed to owners of the parent | ||||||||
| 3110 | Share capital | 6(20) | 7,343,188 | 5 | 5,648,606 | 4 | ||
| 3200 | Capital surplus | 6(21) | 12,891,155 | 8 | 12,853,500 | 8 | ||
| Retained earnings | 6(22) | |||||||
| 3310 | Legal reserve | 3,019,067 | 2 | 2,245,751 | 1 | |||
| 3320 | Special reserve | 854,068 | 1 | 854,068 | 1 | |||
| 3350 | Unappropriated earnings | 56,072,695 | 38 | 43,847,965 | 28 | |||
| 3400 | Other Equities | 6(23) | 27,333,752 | 18 | 40,706,367 | 27 | ||
| 3500 | Treasury stock | 6(20) | ( | 552,479) | -( | 552,479) | - | |
| 31XX | Total equity attributable to owners of parent | 106,961,446 | 72 | 105,603,778 | 69 | |||
| 36XX | Non-controlling Interest | 6(33) | 3,025,131 | 2 | 10,002,716 | 6 | ||
| 3XXX | Total Equity | 109,986,577 | 74 | 115,606,494 | 75 | |||
| Significant Contingent Liabilities and Unrecognized Commitments 9 | ||||||||
| Significant subsequent events | 11 | |||||||
| 3X2X | Total liabilities and equities | $ | 148,273,881 | 100 $ | 153,672,049 | 100 |
The accompanying notes are in integral part of these consolidated financial statements.
Chairman: Hsu, Sheng-Yu
Manager: Hsu, Chih-Chang
Accounting Manager: CHANG, Hsiu-Yen
~12~
Ruentex Industries Ltd. and Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2021 and 2020
Unit: NTD in Thousands (Except earnings per share, which is in NT$)
| Item | 2021 2020 Notes Amount % Amount % 6(24) and 7 $ 2,695,981 100 $ 2,736,394 100 6(25) (30)(31) and 7 ( 1,750,759) ( 65) ( 1,760,674) ( 64) 945,222 35 975,720 36 6(30) (31) ( 629,155) ( 23) ( 637,285) ( 23) ( 279,563) ( 11) ( 285,420) ( 11) 12(3) 1,659 - ( 750) - ( 907,059) ( 34) ( 923,455) ( 34) 38,163 1 52,265 2 6(26) and 7 38,036 1 188,071 7 6(27) and 7 201,794 8 286,102 11 6(28) ( 48,620) ( 2) ( 181,890) ( 7) 6(29) ( 326,658) ( 12) ( 335,907) ( 12) 6(7) 16,009,279 594 9,441,558 345 15,873,831 589 9,397,934 344 15,911,994 590 9,450,199 346 6(32) ( 271,363) ( 10) ( 1,358,850) ( 50) $ 15,640,631 580 $ 8,091,349 296 |
|---|---|
| 4000 Operating income 5000 Operation Cost 5900 Gross profit Operating Expenses 6100 Distribution costs 6200 Administrative expenses 6450 Expected credit impairment gains (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 7060 Share of income of associates and joint ventures accounted for using the equity method 7000 Total non-operating income and expenses 7900 Net profit before tax 7950 Income tax expense 8200 Net profit for the period |
(Continued)
~13~
Ruentex Industries Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2021 and 2020
Unit: NTD in Thousands (Except earnings per share, which is in NT$)
| 2021 | 2020 | ||||||
|---|---|---|---|---|---|---|---|
| Item | Notes | Amount | % | Amount | % | ||
| Other comprehensive income (net) | |||||||
| Items that will not be reclassified to profit or loss | |||||||
| 8311 | Remeasurement of defined benefit plans | 6(19) $ | 4,556 |
- $ | 994 | - | |
| 8316 | Unrealized profit or loss on equity investments at fair value through other | 6(5) | |||||
| comprehensive income | ( | 1,355,989) ( 50) ( | 894,919) | ( | 33) | ||
| 8320 | Share of other comprehensive income of associates and joint ventures | 6(23) | |||||
| accounted for under equity method, components of other comprehensive | |||||||
| income that will not be reclassified to profit or loss | 458,914 | 17 ( | 214,001) | ( | 8) | ||
| 8349 | Income tax relating to non-reclassified items | 6(32) | 199,103 | 7 | 137,860 | 5 | |
| 8310 | Total of items that will not be reclassified to profit or loss | ( | 693,416)( 26) ( | 970,066) | ( | 36) | |
| Items that may be reclassified subsequently to profit or loss | |||||||
| 8361 | Exchange differences on translation of foreign operations | ( | 491,816) ( 18) ( | 1,044,469) | ( | 38) | |
| 8370 | Share of other comprehensive income of associates and joint ventures | 6(23) | |||||
| accounted for using the equity method - items that may be reclassified | |||||||
| subsequently to profit or loss | ( | 13,974,084) (518) 28,260,870 | 1033 | ||||
| 8399 | Income tax related to items may be reclassified into profit or loss | 6(32) | 241,319 | 9 ( | 275,264) | ( | 10) |
| 8360 | Total of items may be reclassified subsequently to profit or loss | ( | 14,224,581)(527)26,941,137 | 985 | |||
| 8300Other Comprehensive Income (net) | ($ | 14,917,997)(553)$25,971,071 | 949 | ||||
| 8500Total comprehensive income for the period | $ | 722,634 |
27 $34,062,420 | 1245 | |||
| Profit attributable to: | |||||||
| 8610 | Owners of the parent | $ | 15,567,663 | 577 $ | 7,908,311 | 289 | |
| 8620 | Non-controlling interests | $ | 72,968 |
3 $ | 183,038 | 7 | |
| Comprehensive Income attributed to: | |||||||
| 8710 | Owners of the parent | $ | 2,445,939 | 91 $34,863,818 | 1274 | ||
| 8720 | Non-controlling Interest | ($ | 1,723,305)( 64) ($ | 801,398) | ( | 29) | |
| Earnings per share | 6(34) | ||||||
| 9750 | Basic earnings per share | $ | 22.49 $ |
11.42 | |||
| 9850 | Diluted earnings per share | $ | 22.47 $ |
11.42 |
The accompanying notes are in integral part of these consolidated financial statements.
Chairman: Hsu, Sheng-Yu
Manager: Hsu, Chih-Chang
Accounting Manager: CHANG, HsiuYen
~14~
Ruentex Industries Ltd. and Subsidiaries Consolidated statement of changes in Equity For the Years Ended December 31, 2021 and 2020
Unit: NTD in Thousands
| Notes 2020 Balance at January 1, 2020 Net Income Current Period Other Comprehensive Income Total Comprehensive Income Current Period Earning provision and appropriate for 2019: Legal reserve Special reserve Cash dividend Cash dividends received by subsidiaries from the parent company Overdue dividends not collected by shareholders Changes in associates & joint ventures accounted for using equity method Equity instruments valuation profit or loss measured at fair value through disposal of o Disposal of investments accounted for using equity method Decrease in non-controlling interests Balance on December 31, 2020 2021 Balance at January 1, 2021 Net Income Current Period Other Comprehensive Income Total comprehensive income for the period Earning provision and appropriate for 2020: Legal reserve Cash dividend Share dividend Cash dividends received by subsidiaries from the parent company Overdue dividends not collected by shareholders Changes in associates & joint ventures accounted for using equity method Equity instruments valuation profit or loss measured at fair value through disposal of o Decrease in non-controlling interests Balance on December 31, 2021 |
Notes | Equityattributed to | Equityattributed to | owners of theparen | t | Non-controlling interests |
Non-controlling interests |
Total Equity | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary share capital |
Capital reser | ve | Retained earnings | Other equities | Treasurystock | Total | |||||||||||||
| Legal | reserve | Special reserve | Undistributed earnings |
||||||||||||||||
| ther comprehensive inc ther comprehensive inc |
$ 6(22)(33) 6(22)(23)(33) 6(22) 6(21) 6(21) 6(21)(22)(23) ome 6(22) (23) 6(23) 6(33) $ $ 6(22)(33) 6(22)(23)(33) 6(22) 6(21) 6(21) 6(21)(22)(23) ome 6(22) (23) 6(33) $ |
$ | 5,648,606 | $ 1,626,973 | $ 34,224,178 | $ | 6,187,778 | $ 73,469,211 | $ 10,856,405 | $ | 84,325,616 8,091,349 25,971,071 34,062,420 - - 2,824,303) 77,409 21,703 84) - 3,976) 52,291) 115,606,494 115,606,494 15,640,631 14,917,997) 722,634 - 1,129,721) - 30,963 4,364 6,123 - 5,254,280) 109,986,577 |
||||||||
| - - |
- - |
- - |
7,908,311 93,315) |
- 27,048,822 |
- - |
||||||||||||||
| - | - |
- | - | 7,814,996 | 27,048,822 |
- |
|||||||||||||
| $ | 5,648,606 | $ 12,853,500 | $ 2,245,751 | $ 854,068 | $ | 43,847,965 | |||||||||||||
| $ | 5,648,606 | $ 12,853,500 | $ 2,245,751 | $ 854,068 | $ | 43,847,965 | |||||||||||||
| - - |
- - |
- - |
- - |
||||||||||||||||
| - | - |
- | - | - |
|||||||||||||||
| - - 1,694,582 - - - - - |
- - - 30,963 4,364 2,328 - - |
773,316 - - - - - - - |
- - - - - - - - |
( ( ( |
773,316) 1,129,721) 1,694,582) - - 18,843 153,391 - |
- - - - - ( 15,048) ( 153,391) - |
|||||||||||||
| $ | 7,343,188 | $ 12,891,155 | $ 3,019,067 | $ 854,068 | $ | 56,072,695 | $ 27,333,752 | ( $ 552,479) | $ 106,961,446 | $ 3,025,131 | $ |
The accompanying notes are in integral part of these consolidated financial statements.
Chairman: Hsu, Sheng-Yu
Manager: Hsu, Chih-Chang
Accounting Manager: CHANG, Hsiu-Yen
~15~
Ruentex Industries Ltd. and Subsidiaries
Consolidated Statement of Cash Flow For the Years Ended December 31, 2021 and 2020
Unit: NTD in Thousands
| Notes Cash flows from operating activities Net profit before tax for the period Adjustments Income and expenses Depreciation expense Amortization expense Expected credit impairment losses (gains on reversal) Gains on Financial assets at fair value through profit or loss Gains on reversal of financial assets impairment loss Interest Cost Dividend income Interest revenue Share of income of associates and joint ventures accounted for using the equity method Net gain on disposal of investment Gains on disposals of real estate, plant and equipment Write-off of loss on investment properties Gains on reversal of impairment of property, plant and equipment Write-off of loss on intangible assets Gains on lease modifications Gain from the price recovery of inventory declines Net foreign exchange losses Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Financial assets at fair value through profit or loss Notes receivable Bills receivable - related parties Accounts receivable Accounts receivable - related party Other receivables Other receivables - related Party Inventories Prepayments Other Current Assets Net change in operating liabilities 2. Contract liabilities Notes payable Notes payable - related party Accounts payable Accounts payable - related party Other payables Other Payable - Related Party Other Current liabilities Defined benefit liability (listed as “non-current liabilities”) Other non-Current liabilities Cash outflow from operations Interest received Interest paid Income tax paid Income tax refunded Cash outflow from operating activities |
2021 2020 $ 15,911,994 $ 9,450,199 6(30) 110,022 105,235 6(30) 3,264 4,003 6(30) ( 1,659 ) 750 6(28) ( 143,521 ) ( 141,187 ) 6(28) - ( 991 ) 6(29) 326,658 335,907 6(24)(27) ( 281,027 ) ( 410,050 ) 6(26) ( 38,036 ) ( 188,071 ) 6(7) ( 16,009,279 ) ( 9,441,558 ) 6(28) - ( 3,976 ) 6(28) ( 18,023 ) ( 16,258 ) 6(28) 7 4 6(28) - ( 44 ) 6(28) - 1,923 6(28) - ( 81 ) 6(3) ( 201,076 ) ( 109,782 ) 159,773 329,377 ( 267,664 ) ( 353,834 ) 7 15 - 129 ( 12,750 ) 32,703 1,512 1,272 ( 6,936 ) 39,955 266 1,020 178,973 179,645 ( 38,308 ) 25,721 ( 102 ) 294 1,751 8,607 38,249 ( 7,170 ) ( 459 ) 28,243 ( 11,492 ) ( 134,790 ) 4,222 7,459 21,824 ( 29,131 ) ( 896 ) ( 3,702 ) ( 502 ) ( 1,002 ) ( 6,152 ) ( 5,589 ) - ( 4,326) ( 279,360 ) ( 299,081 ) 42,149 194,137 ( 329,966 ) ( 330,315 ) ( 1,362,351 ) ( 7,616 ) 28,083 2,229 (1,901,445) (440,646) |
|---|---|
(Continued)
~16~
Ruentex Industries Ltd. and Subsidiaries
Consolidated Statement of Cash Flow For the Years Ended December 31, 2021 and 2020
Unit: NTD in Thousands
| Cash flows from investing activities Costs returned for financial assets at fair value through profit or loss Acquisition of financial assets at fair value through other comprehensive income Disposal of financial assets at fair value through other comprehensive income Distribution of dividends at investment cost through financial assets at fair value through other comprehensive income Share capital returned from capital reduction in financial assets at fair value through other comprehensive income Acquisition of financial assets at amortized cost Investment under the equity method acquired Real estate, plant and equipment acquired Disposal of real estate properties, plants and equipment Investment real estate acquired Acquisition of intangible assets Disposal of intangible assets Decrease in refundable deposits (listed in “other non-current assets”) Increase in prepayments for business facilities (recognized in “other non-current assets”) Increase in other non-current assets Dividends received Net cash inflow from investing activities Cash flows from financing activities Increase (decrease) in short-term borrowings Increase in short-term bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received (listed in “other non-current liabilities”) Decrease in guarantee deposits received (listed in “other non-current liabilities”) Principal elements of lease payments Cash dividends paid Net changes in non-controlling interest Cash used in financing activities Net effect of changes in foreign currency exchange rates on cash and cash equivalent Decrease of cash and cash equivalents current period Cash and cash equivalents at beginning of period Cash and cash equivalents at the end of the period |
Notes 2021 2020 6(4) $ - $ 991 6(5) ( 10,023 ) ( 1,954 ) 6(5) 173,409 210,618 6(5) - 122,503 6(5) 127,438 - - ( 578,247 ) 6(7) ( 90,800 ) ( 80,500 ) 6(35) ( 16,463 ) ( 72,871 ) 18,099 16,258 6(35) ( 759 ) ( 553 ) 6(35) ( 2,010 ) - - 230 227 3,984 ( 476 ) ( 286 ) ( 233 ) ( 689 ) 667,794 667,894 866,203 287,378 6(36) ( 1,187,700 ) 884,500 6(36) 1,210,000 - 6(36) 33,220,000 28,270,000 6(36) ( 31,837,500 ) ( 26,945,000 ) 6(36) 47,929 62,485 6(36) ( 60,003 ) ( 65,160 ) 6(9)(36) ( 52,188 ) ( 52,166 ) 6(21)(22) ( 1,098,758 ) ( 2,746,894 ) 6(33) ( 5,254,280) ( 52,291 ) ( 5,012,500) ( 644,526) ( 445,837) ( 957,801 ) ( 6,493,579 ) ( 1,755,595 ) 19,164,077 20,919,672 $ 12,670,498 $ 19,164,077 |
|---|---|
Ruentex Industries Ltd. and Subsidiaries Notes to Consolidated Financial Statements
2020 and 2021
Unit: NTD in Thousands (Unless Stated Otherwise)
I.Company History
For Ruentex Industries Ltd. (hereinafter referred to as the "Company"), it was originally merged from Huaxin Textile Co., Ltd. and Ruentex Textile Dyeing & Finishing Industry Co., Ltd. to Huaxin Ruentex Co., Ltd. on January 14, 1976, and was renamed Ruentex Textile Co., Ltd. on May 14, 1990, and later renamed Ruentex Industries Ltd. on July 25, 2002. The Company’s stock was approved by the competent authority and was listed on the Taiwan Stock Exchange in July 1977. The main business items of the Company and its subsidiaries (hereinafter collectively referred to as the “Group'”) are the textile business, including manufacturing, processing, dyeing and finishing, printing, and marketing of woven fabrics, garments, knitted fabrics, and woven fabric items, and the construction business, including commissioning of construction companies to build public housing projects and office buildings as well as leasing and sales of property. In 1997, it engaged in the operation and management of shopping malls and markets and import for its hypermarket business.
II.Date and Procedure for Approval of Financial Statements
The consolidated financial statements were authorized for issuance by the Company’s board of directors on March 15, 2022.
III.Application of New, Amended and Revised Standards and Interpretations
Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRSs”) as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by FSC effective from 2020 are as follows:
~18~
New and revised standards, amendments to standards and interpretations Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying of IFRS 9”
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS 16 - “Interest Rate Benchmark Reform - Phase 2”
Effective date published by the International Accounting Standards Board January 1, 2021
January 1, 2021
Amendment to IFRS 16 - “COVID-19-Related Rent Concessions April 1, 2021 (Note) After June 30, 2021”
Note: The FSC allowed for the application of the amendment in advance from January 1, 2021 onward.
The above standards and interpretations have no significant impact on the Group’s financial position and financial performance based on the Group ’s assessment.
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 2022 are as follows:
Effective date published by the International New and revised standards, amendments to standards and Accounting Standards interpretations Board Amendment to IFRS 3 - "Reference to the Conceptual Framework" January 1, 2022 Amendments to IAS 16 “Property, Plant and Equipment - Proceeds January 1, 2022 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 on the Group’s financial position and financial performance based on the Group ’s assessment.
IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by the International Accounting Standard Board but not yet included in the IFRSs as endorsed by
~19~
the FSC are as follows:
Effective date published by the International New and revised standards, amendments to standards and Accounting Standards interpretations Board Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by the between an Investor and its Associate or Joint Venture” International Accounting Standards Board (IASB) IFRS 17 “Insurance Contracts” January 1, 2023 Amendment to IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 - “Initial Application of IFRS 17 and IFRS January 1, 2023 9—Comparative Information” Amendment to IAS 1 “Classification of Liabilities as Current or January 1, 2023 Non-current” Amendments to IAS 1 "Disclosure of Accounting Policies” January 1, 2023 Amendments to IAS 8 "Definition of Accounting Estimates" January 1, 2023 Amendments to IAS 12 - “Deferred Tax Related to Assets and January 1, 2023 Liabilities Arising from a Single Transaction”
Except for the potential impact of IFRS 17 "Insurance Contracts" and its amendments on investments using the equity method, which is currently under evaluation, it is temporarily unable to reasonably estimate the impact on the Group. The Group has assessed the impact of the standards and interpretations above on its financial position and financial performance. There is no significant impact, and the relevant amount impacted will be disclosed when the assessment is completed.
~20~
IV.Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
- (I) Compliance statement
The consolidated financial statements have been prepared in accordance with the “Rules Governing the Preparation of Financial Statements by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).
Basis of preparation
-
Except the following material items, these consolidated financial statements have been prepared under the historical cost convention:
-
(1) Financial assets (including derivative instruments) at fair value through profit or loss.
-
(2) Financial assets at fair value through other comprehensive income.
-
(3) 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 IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note V.
Basis of consolidation
-
Basis for preparation of consolidated financial statements
-
(1) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtained control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
~21~
-
(2) Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
(3) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if these results in the noncontrolling interests having a deficit balance.
-
(4) Changes in parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non - controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. The Company recognizes directly in equity any difference between the adjusted amount of non-controlling equity and the fair value of the consideration paid or received.
-
(5) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the association or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
-
Subsidiaries included in the consolidated financial statements:
~22~
| Name of the investing company Ruentex Industries Ltd. Ruentex Industries Ltd. Ruentex Industries Ltd. Ruentex Industries Ltd. Ruentex Industries Ltd. Ruentex Industries Ltd. Ruentex Industries Ltd. Ruentex Industries Ltd. |
Name of Subsidiary Business nature Percentage of shareholding (%) 2021 December 31 2020 December 31 Gin-Hong Investment Co., Ltd. (Gin-Hong) Investment 55.00 55.00 Shing Yen Construction & Development Co., Ltd. (Shing Yen Construction & Development) Construction Business 50.94 50.94 Kompass Global Sourcing Solutions Ltd. (Kompass) International Trade 100.00 100.00 Full Shine International Holding Ltd. (Full Shine) Investment 100.00 100.00 Gold Leaf International Group Co., Ltd.(Gold Leaf) International Trade 100.00 100.00 East Capital International Limited.(East Capital) Investment 100.00 100.00 New Zone International Limited.(New Zone) Investment 100.00 100.00 Concord Greater China Limited. (Concord) Investment 42.25 42.25 |
Description Note 1, 2, and 9 Note 1 & 7 Note 1 Note 8 Note 8 Note 1, 3, and 4 |
|---|---|---|
~23~
| Percentage of | shareholding (%) | |||||
|---|---|---|---|---|---|---|
| Name of the | 2021 | 2020 | ||||
| investing | Name of | Business | ||||
| company | Subsidiary | nature | December 31 | December 31 |
Description | |
| Full Shine | Sinopac Global | Investment | 49.06 | 49.06 | Note 1 & 6 | |
| International | Investment | |||||
| Holding Ltd. | Ltd.(Sinopac) | |||||
| Sinopac Global | Concord Greater | Investment |
15.51 | 15.51 | Note 1, 3, | |
| Investment Ltd. | China Limited. |
and 4 | ||||
| (Concord) | ||||||
| East Capital | Shanghai | Trade | 23.08 | 23.08 | Note 1, 5, | |
| International | Newzone | and 8 | ||||
| Limited. | Fashion Ltd. | |||||
| (Shanghai | ||||||
| Newzone) | ||||||
| New Zone | Shanghai | Trade | 76.92 | 76.92 | Note 1, 5, | |
| International | Newzone | and 8 | ||||
| Limited. | Fashion Ltd. | |||||
| (Shanghai | ||||||
| Newzone) |
-
Note 1: The financial statements of 2021 and 2020 were audited by other independent accountants.
-
Note 2: Gin-Hong Investment held 36,593,388 ordinary shares and 28,148,760 ordinary shares issued by the Company on December 31, 2021 and 2020, respectively, accounting for around 4.98% of the Company's outstanding ordinary shares.
-
Note3: The Company's ownership of Concord’s shares is 42.25%. The Company's subsidiary Full Shine holds 15.51% of its shares indirectly; as such, the Company's comprehensive ownership of Concord’s voting rights is 57.76%.
-
Note 4: It is a subsidiary with material non-controlling interests.
-
Note 5: The comprehensive ownership is 100%.
-
Note 6: Although the Group's ownership of Sinopac’s shares through the subsidiary Full Shine does not reach 50%, it has decision-making power over Sinopac's finance, operations, and personnel, and thus has control over it, so it is included in the consolidated financial statements prepared by the Group.
-
Note 7: Kompass Global Sourcing Solutions Limited conducted a cash capital
~24~
increase of NT$30,000 on June 9, 2020, and completed the change registration on June 19, 2020.
-
Note 8: In order to expand the market in China, the Group was approved by the Investment Commission, Ministry of Economic Affairs on December 24, 2019 (referenced Jing-Shen-er-zi No. 10800400490), to conduct the capital increase for East Capital and New Zone, totaling US$1,208,000 and US$3,792,000, respectively, and the Group invested in Shanghai Newzone Fashion Ltd. via said companies in January, March, and June 2020.
-
Note 9: To revitalize capital, Gin-Hong Investment’s shareholders’ meeting approved to reduce its capital on June 17, 2021, with the capital reduced by 36.67% at NT$10 per share. The total amount of the payment for the capital reduction was NT$330,000. After the capital reduction, the Company’s shareholding remains at 55.00%.
-
Subsidiaries not included in the consolidated financial statements. None.
-
Adjustments for subsidiaries with different balance sheet dates. None.
-
Significant restrictions.
-
None.
-
Subsidiaries that have non-controlling interests that are material to the Group.
The Group’s non-controlling interests accounted NT$3,025,131 and NT$10,002,716 as of December 31, 2021 and 2020 respectively, and the following are non-controlling interests that are material to the Group:
Non-controlling Interest
| Non-controlling Interest | |||
|---|---|---|---|
| Name of Subsidiary Concord Greater China Limited. |
Principal Place of Business British Virgin Islands (BVI) |
December 31, 2021 Amount Percentage shareholding $1,416,7 93 42.25% |
December 31, 2020 Amount Percentage shareholding $7,214,9 60 42.25% |
Amount |
|||
| $7,214,9 60 |
Summary of subsidiaries’ financial information:
Balance Sheets
~25~
Concord Greater China Limited.
| Current assets Non-current assets Current Liabilities Total net assets |
December 31, 2021 $ 784,538 2,569,021 - $ 3,353,559 |
December 31, 2020 $ 11,137,336 5,941,056 ( 537) $ 17,077,855 |
|---|---|---|
Statement of Comprehensive Income
| Income Net profit before tax Net Income Current Period Other comprehensive income (loss) (net of tax) Total Comprehensive Income (Loss), Current Period Total comprehensive income (loss) attributed to non-controlling interest Dividends paid to non-controlling interest |
Concord Greater China Limited. 2021 2020 $ 108,187 $ 131,971 97,738 229,844 97,738 229,844 ( 3,638,414) ( 2,207,543) ($ 3,540,676) ($ 1,977,699) ($ 1,495,846) ($ 835,928) $ 4,302,321 $ 51,931 |
|---|---|
| 2021 $ 108,187 97,738 97,738 ( 3,638,414) ($ 3,540,676) ($ 1,495,846) $ 4,302,321 |
Statements of Cash Flows
| Cash inflow from operating activities Net cash inflow from investing activities Cash used in financing activities Effect of exchange rate changes Decrease of cash and cash equivalents current period Cash and cash equivalents at beginning of period Cash and cash equivalents at the end of the period |
Concord Greater China Limited. 2021 2020 $ 16,622 $ 34,097 119,388 231,341 ( 10,183,622) ( 122,963) ( 304,586) ( 584,477) ( 10,352,198) ( 442,002) 11,136,622 11,578,624 $ 784,424 $ 11,136,622 |
|---|---|
| 2021 $ 16,622 119,388 ( 10,183,622) ( 304,586) ( 10,352,198) 11,136,622 $ 784,424 |
~26~
Foreign currency translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in “New Taiwan dollars,” which is the Group’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 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 comprehensive 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 as follows:
-
A. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
-
B. Income and expenses for each statement of comprehensive income are
-
~27~
translated at average exchange rates of that period; and
-
C. All resulting exchange differences are recognized in other comprehensive income.
-
(2) When the foreign operation partially disposed of or sold is an associate cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred into part of the gain or loss on the sale or disposal thereof. When the Group still retains partial interest in the former associate or joint arrangements after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in those foreign operations.
-
(3) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non - controlling interest in this foreign operation. When the Group still retains partial interest in the former subsidiary after losing significant influence over the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.
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.
Assets that do not meet any of 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;
~28~
-
(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 any of above criteria are classified as non-current liabilities.
-
The operating cycles of sales of buildings and construction contracts are usually longer than one year, so assets and liabilities in relation to sales of buildings and long-term construction contracts are classified as current or non-current according to length of their operating cycles.
Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
Financial assets at fair value through profit or loss
-
Financial assets not included as financial assets measured at amortized costs or at fair value through other comprehensive income.
-
On regular way purchase or sale basis, financial assets at fair value through profit or loss are recognized and derecognized using trade date accounting.
-
Financial assets at fair value through profit or loss are initially recognized at fair value. Associated transaction costs are accounted in profit or loss. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognized in profit or loss.
-
When the right to receive dividend is established, inflow of economic effects of dividend becomes probable, and the dividend amount can be reliably measured, the Group recognizes the dividend income in profit or loss.
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 regular way purchase or sale basis, financial assets at fair value through
~29~
other comprehensive income are recognized and derecognized using trade date accounting.
- These financial assets are initially recognized at fair value plus transaction costs and subsequently remeasured 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 to receive dividend is established, inflow of economic effects of dividend becomes probable, and the dividend amount can be reliably measured, the Group recognizes the dividend income in profit or loss.
Financial Assets at amortized 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 regular way purchase or sale basis, financial assets measured at amortized cost are recognized and derecognized using trade date accounting.
-
These financial assets are initially recognized at fair value plus transaction costs and subsequently measured at amortized cost using effective interest rate method, less provision for impairment. Interest income is recognized during the circulation. When derecognizing these financial assets, gai ns or losses of disposal are recognized in profit or loss.
-
The Group holds time deposits that do not meet the definition of cash equivalents. With the short-term nature, the effect of discounting is not significant, so they are measured as an investment.
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.
-
Short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting
~30~
is immaterial.
Impairment of financial Assets
The Group assesses at each balance sheet date measures the loss allowance for financial assets measured at amortized cost after considering all reasonable and supportable information (including forecasts). When the credit risk has not increased significantly since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss within 12 months after the reporting date. If, there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from all possible d efault events over the expected life. For accounts receivable and contract assets that do not include significant financing components, a loss allowance is recognized at an amount equal to expected credit loss resulting from all possible default events over the expected life.
Derecognition of financial Assets
Financial assets are derecognized when one of the following criteria 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 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.
Lease transactions of lessor - operating lease
Lease income from an operating lease (net of any incentives given to the lessee) is recognized in profit or loss on a straight-line basis over the lease term.
Inventories
-
Inventory of Construction Business Department
-
The acquisition cost is used as the basis for account entry, and relevant interest during the construction period (at the construction site) is capitalized. The inventory at the end of the period is determined based on the cost and net realizable value, whichever is lower. Comparing the cost
~31~
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 relevant variable sales expenses.
-
Inventory of textiles and wholesale
-
The acquisition cost is used as the basis for account entry. The in ventory 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 se lling price in the ordinary course of business, less the estimated cost of completion and relevant variable sales expenses.
Investments-associates accounted for under equity method
-
An associate is an entity over which the Group has significant influence but not control. Generally, it is an entity in which the Group directly or indirectly holds more than 20% of its voting shares. The Group recognizes the investments in associates using the equity method at acquisition cost initially.
-
Subsequent profit or loss for the investments in associates are recognized in profit or loss after the acquisition; other comprehensive income after the acquisition is recognized in other comprehensive income.
-
Among them, for “other comprehensive income recognized by share - reclassification using overlay approach”, the overlay approach may only be designated for financial assets that meet the criteria below:
-
(1) The financial asset at fair value through profit or loss under IFRS 9, but if the International Accounting Standards 39 (IAS 39) (Financial Instruments: Recognition and Measurement) applies, it will not be measured at fair value through profit or loss as a whole; and
-
(2) The financial asset is not held for an activity not connected to a contract within the scope of IFRS 4.
-
Investees using the equity method may (but are not required to) apply the overlay approach to a designated financial asset. The overlay approach is accounting treatment of a reclassified amount between profit or loss and
~32~
other comprehensive income; such that the gain or loss on the designated financial asset at the end of the reporting period is the same as that on the designated financial asset with IAS 39 applied. Accordingly, the reclassified amount is the difference between:
-
(1) The amount recognized in profit or loss when IFRS 9 applies to the designated financial asset; and
-
(2) The amount recognized in profit or loss if IAS 39 applies to the designated financial asset.
-
If the Group’s share of losses of an associate equals to or exceeds its interest in the associate, including any other unsecured receivables, the Group discontinues recognizing its share of further losses unless the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
-
When there is a change in equity of an associate that is not related to profit or loss and other comprehensive income and does not impact the Group ’s shareholding in the associate, the equity change attributable to the Group ’s interests in the associate is recognized as “Capital Surplus” in proportion to the Group’s shareholding in the associate.
-
The unrealized gains and losses resulted from transactions between the Group and associates are eliminated to the extent of the Group's interest in each associate. Unless impairment on the assets transferred is indicated with clear evidence, the unrealized losses are eliminated. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
When an associate issues new shares and the Group does not subscribe or acquire in proportion to its shareholding resulting in a change of the Group’s investment percentage in the associate but where the Group still retain significant influence over the associate, the change in the net equity value is recognized in “Capital Surplus” or “Investments Recognized under Equity Method”. If it causes the investment ratio to decrease, in addition to the aforementioned adjustment, for the profit or loss related to the decrease of the ownership equity and previously recognized in the other comprehensive income, and such profit or loss requires to be reclassified into profit or loss during the disposal of relevant Assets or liabilities, it is reclassified into profit or loss according to the ratio of decrease.
-
When the Group’s significant influence over an associate ceases, the Group remeasures any investment retained in the former associate at its fair value.
~33~
Any difference between fair value and carrying amount is recognized in profit or loss.
-
When the Group disposes shares in an associate and thus loses significant influence over the former associate, all amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses significant influence over an associate, all gains or losses previously recognized in other comprehensive income in relation to the associate should be reclassified from equity to profit or loss . If the Company still has significant influence on the associate, then the amount previously recognized in the other comprehensive income is transferred out proportionally according to the aforementioned method.
-
If there is a mutual shareholding situation with an investee under the equity method, and the investee also evaluates its investment in the Group using the equity method, the gains or losses on such investment is measured at the investee's carrying amount, excluding the Group’s profit or loss recognized by the investee.
— Investment using the equity method joint ventures
The Group adopts the equity method to recognize its equity in joint ventures. The unrealized gains and losses on the transactions between the Group and joint ventures have been eliminated in proportion to the interests in the joint ventures; however, if the evidence shows that the net realizable value of assets has decreased or assets have suffered impairment losses, the fu ll loss is recognized immediately. The Group’s share of losses in any joint venture equals or exceeds its interest in the joint venture (including any other unsecured receivables). The Group discontinues recognizing its share of further losses unless the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture.
Property, plant, and equipment
-
Real estate, plant and equipment are initially recorded at cost.
-
Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group, and the cost of the item can be measured reliably. The carrying amount of the
~34~
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 real estate, 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 balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8 “Accounting Policies, changes in Accounting Estimates and Errors” from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
| change. The estimated useful lives of follows: |
property, plant and equipment are |
|---|---|
| Land improvements | 10 years |
| Buildings and structures | 7 years~ 60 years |
| Machinery and equipment | 3 years~ 12 years |
| Transportation equipment | 5 years~ 10 years |
| Leased assets | 2 years~ 7 years |
| Leasehold Improvements | 2 years~ 5 years |
| Other equipment | 2 years~ 12 years |
~35~
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 Group. 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 Group ’s incremental lending rate; the lease payments include the fixed payments deducting the receivable lease incentives, and the variable lease payments depending on certain index or rate. Subsequently, they 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, and the lease payment on or before the starting date, if any. Subsequently, they are measured at the costs; the depreciation 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 -ofuse assets will adjust any re-measurement of the lease liabilities.
-
For lease modifications that reduce the scope of a lease, the lessee will reduce the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease and recognize the difference between the reduced carrying amount and the remeasurements of the lease liabilities in the profit or loss.
Investment Real Estate
Investment property is initially recognized at acquisition cost and subsequently measured applying cost model. Interests incurred during construction period are capitalized. Except for and, investment real estate is depreciated on a straight-line basis over its estimated useful life of 5~60 years.
Intangible assets
- Computer software
Computer software is stated at acquisition cost and amortized on a straight
~36~
line basis with useful lives of 2~10 years.
- Goodwill
Goodwill is resulted from the business combination using the acquisiti on method.
Impairment of non-financial Assets
-
The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should be not more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.
-
The recoverable amount of goodwill shall be regularly estimated. An impairment loss is recognized for the amount by which the carrying amount of goodwill exceeds its recoverable amount. Impairment loss for goodwill is not reversible.
-
To test for impairment, goodwill must be allocated to each cashgenerating units. The allocation is based on operation units, and goodwill is allocated to each cash-generating units or groups of cashgenerating units that are expected to be benefited by the business combination.
Loans
Refer to long-term, short-term borrowings from banks and other long-term, short-term loans. The Group recognizes initially at fair value, net of transaction costs incurred, and subsequently stated at amortized cost. Any difference between the proceeds, net of transaction costs, and the redemption value is amortized in profit or loss as an adjustment to the finance costs over the period of circulation using the effective interest method.
Notes and accounts payable
- Debt arising from purchase of raw materials, goods or services and notes
~37~
payable arising from ordinary course of business or non-business related matters.
- Short-term accounts and notes payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability specified in the contract is discharged or canceled or expires.
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 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.
~38~
-
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.
-
C. Past service costs are recognized immediately in profit or loss.
-
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 Group can no longer withdraw 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 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.
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 Group 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
~39~
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 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 reversal of temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in 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.
-
A deferred tax asset shall be recognized for the carryforward of unused tax credits resulting from investments and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilized.
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.
-
When the Company buys back the shares issued, the consideration paid,
~40~
including any directly attributable increased costs, is recognized as a deduction, net of tax, from shareholders’ equity. When the shares bought back are reissued subsequently, the difference between the consideration received less any directly attributable incremental costs and the effect of income tax. The carrying amount is recognized as an adjustment to shareholders’ equity.
Dividends
Dividends are recorded in the Company’s financial statements in the period in which they are approved by the Company’s shareholders. Cash dividends are recorded as liabilities.
Income
Sales of goods
-
The Group manufactures and sells textile-related products and engages in the hypermarket business. Revenue arising from sales of goods is recognized when the control of products has been transferred to the customer, that is when products are delivered to the customer and there is no unsatisfied performance obligation by the Group that may affect the customer acceptance of the product. 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.
-
Accounts receivable are recognized when products are delivered to customers. Since the Group has the absolute right for the contract consideration after the point of the time of delivery, and may collect such consideration from customers after such point of time.
-
Financial component
For the contracts that the Group signs with customers, the time between product or service delivery and customer payment does not exceed one year, so the price is not adjusted for the time value of money.
Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision-Maker. The Chief Operating Decision-Maker is responsible for allocating resources and
~41~
assessing performance of the operating segments.
V.Critical Accounting Judgments, Estimates and Key Sources of Assumption Uncertainty
The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’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 Group ’s accounting policies
None.
(II) Critical accounting estimates and assumptions
Financial assets at fair value through other comprehensive income - the shares of unlisted companies measured at fair value.
The Group’s investments in securities of other unlisted companies at fair value through other comprehensive income, the fair values are measured with reference to the valuation of comparable companies, company technology development, market condition and other economic indicators. Any change of determination and estimation can affect the measurement at fair value. Please refer to Note XII (4) for the details of fair value of financial instruments.
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, 2021 $ 6,157 26,934 2,791,348 9,653,881 192,178 $ 12,670,498 |
December 31, 2020 $ 5,608 333,102 1,196,827 17,021,505 607,035 $ 19,164,077 |
|---|---|---|
- The Group transacts with a variety of financial institutions all with high
~42~
credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
- The Group did not pledge cash and cash equivalents to others as collateral.
Notes and accounts receivable
| Notes receivable Accounts receivable Less: Allowance for loss Accounts receivable - related party |
December 31, 2021 $ 280 $ 187,380 ( 942) 186,438 816 $ 187,254 |
December 31, 2020 $ 287 $ 174,537 ( 2,601) 171,936 2,490 $ 174,426 |
|---|---|---|
- The aging analysis of notes receivable (including related parties) and accounts receivable (including related parties) is as follows:
| Not overdue Overdue 1-90 days 91 days and more |
Not overdue Overdue 1-90 days 91 days and more |
Not overdue Overdue 1-90 days 91 days and more |
Not overdue Overdue 1-90 days 91 days and more |
|---|---|---|---|
| $ 280 - - $ 280 |
$ 180,395 6,765 1,036 $ 188,196 |
$ 287 - - $ 287 |
The aging analysis was based on past due date.
-
The balance of notes and accounts receivable as of December 31, 2021 and 2020 was all generated from customer contracts. In addition, the balance of receivables from customer contracts as of January 1, 2020 was NT$208,548.
-
The Group’s maximum exposure to credit risk, before consideration of associated collateral held and other credit enhancements, were NT$280 and NT$287 for notes receivable, as of December 31, 2021 and 2020, respectively; the accounts receivable were NT$187,254 and NT$174,426 as of December 31, 2021 and 2020, respectively.
-
The Group did not hold any collateral as security.
-
Please refer to Note XII (3) for information of credit risk for accounts receivable and notes receivable.
~43~
Inventories
| Textile Business Department: Raw materials Supplies Finished goods Merchandise inventory Less: Allowance for valuation losses Subtotal Wholesale Business Department: Work in Process Merchandise inventory Less: Allowance for valuation losses Subtotal Construction Business Department: Building and land held for sale Construction land Less: Allowance for valuation losses Subtotal Total |
December 31, 2021 $ 86,006 19,419 66,388 306,100 ( 280,619) 197,294 1,228 103,118 ( 1,683) 102,663 59,055 464,454 ( 73,535) 449,974 $ 749,931 |
December 31, 2020 $ 229,722 21,718 88,952 318,085 ( 481,240) 177,237 1,525 101,239 ( 2,138) 100,626 59,055 2,161,343 ( 73,535) 2,146,863 $ 2,424,726 |
|---|---|---|
- The cost of inventories recognized as expense for the Current period is as follows:
| Cost of inventories sold loss on physical inventory Gain on declining price recovery Loss on inventory scrap |
2021 $ 1,928,951 3,277 ( 201,076) 8,382 $ 1,739,534 |
2020 $ 1,847,764 3,159 ( 109,782) 7,237 $ 1,748,378 |
|---|---|---|
-
The Group's inventories - construction land was reclassified from inventories to investment property on July 1, 2021 due to the change in use, in an amount of NT$1,696,889.
-
In 2021 and 2020, the Group sold inventories that had been recognized in valuation loss in prior years, resulting in a recovery in the net realizable value of the inventories, which is recognized as a decrease in sales cost.
-
For the collateral status for the inventory of the aforementioned Construction
~44~
Business Department, please refer to Note 8.
Financial assets at fair value through profit or loss
| Item Non-current items: Financial assets at fair value through profit or loss (mandatory) Domestic investment Convertible bonds Adjustments for valuation Subtotal Foreign investments Privately offered fund Adjustments for valuation Subtotal Total |
December 31, 2021 $ - - - 2,232,918 463,008 2,695,926 $ 2,695,926 |
December 31, 2020 $ 33,835 3,427 37,262 1,965,254 331,505 2,296,759 $ 2,334,021 |
|---|---|---|
-
The amount of financial assets at fair value through profit and loss recognized in profit or loss in 2021 and 2020 was NT$143,521 and NT$141,187, respectively.
-
For the years 2021 and 2020, the reversal of impairment profit due to return of share capital was NT$0 and NT$991.
-
The Group subscribed for the convertible bonds III issued by Brogent Technologies Inc. with its stock traded on Taipei Exchange in October 2020, in an amount of NT$33,835 and converted the convertible bonds held to ordinary shares in the fourth quarter of 2021; thus, the original holding costs and relevant appraised value gains were offset in the amounts of NT$33,835 and NT$15,445, respectively.
-
The foreign privately offered fund IP CATHAY II, L.P., originally held by the Group, started the liquidation process in May 2019, and the liquidation was completed in December 2020. The Group's write-offs of the cost of the original holdings and relevant valuation losses were both NT$42,699.
-
The amount of dividend income recognized in profit or loss for financial assets at fair value through profit and loss in 2021 and 2020 was NT$33,392 and NT$65,824, respectively.
-
The Group did not pledge financial assets at fair value through profit or loss as collateral.
-
For information on the credit risk of financial assets at fair value through profit and loss, please refer to Note 12 (3).
~45~
Financial assets at fair value through other comprehensive income
| Item Current items: Equity Instrument Domestic investment Unlisted stocks Adjustments for valuation Total Non-current items: Equity Instrument Domestic investment Shares of TWSE/TPEx listed companies Shares of the TPEx-listed companies Unlisted stocks Subtotal Adjustments for valuation Shares of TWSE/TPEx listed companies Shares of the TPEx-listed companies Unlisted stocks Subtotal Total Foreign investments Listed stocks Unlisted stocks Subtotal Adjustments for valuation Shares of TWSE listed companies Unlisted stocks Subtotal Effects of exchange rate changes Total Total |
December 31, 2021 $ 152,740 1,150,598 $ 1,303,338 $ 2,963,422 - 62,378 3,025,800 1,855,883 - 47,987 1,903,870 4,929,670 7,180,052 - 7,180,052 ( 3,489,440) - ( 3,489,440) ( 512,444) 3,178,168 $ 8,107,838 |
December 31, 2020 $ - - $- $ 2,914,470 12,726 339,497 3,266,693 1,075,995 70,552 321,185 1,467,732 4,734,425 1,456,299 5,723,753 7,180,052 ( 949,913) 556,589 ( 393,324) ( 331,106) 6,455,622 $ 11,190,047 |
|---|---|---|
- The Group elected to classify the strategic investments in equity instruments as financial assets at fair value through other comprehensive income, amounting to NT$9,411,176 and NT$11,190,047 as of December 31, 2021
~46~
and 2020, respectively.
-
Brogent Technologies Inc.’s (Brogent Technologies’s) equity instruments held by the Group:
-
(1) Brogent Technologies later applied for a public offering for its privately offered shares on July 13, 2018, and the application took effect on July 24 of the same year. Therefore, the Group reclassified the holding of the shares from stocks of listed companies via private placement to stocks of listed companies, and the adjustments to the cost and valuation losses are NT$432,000 and NT$54,907, respectively.
-
(2) The Group subscribed for the convertible bonds III issued by Brogent Technologies in October 2020, in an amount of NT$33,835 and converted the convertible bonds held to ordinary shares in the fourth quarter of 2021. The number of shares subscribed for was 320,000 shares in an amount of NT$49,280.
-
The Group originally held the shares of Gloria Solar International Holding, Inc., a non-listed company. The company passed a dissolution resolution at the extraordinary shareholders’ meeting on April 25, 2018 and was dissolved on July 25, 2019 after approval by the Cayman government, where it was registered for incorporation with a dissolution certificate obtained from the embassy in Cayman Islands in 2020. The Group wrote off the cost of the original holdings and relevant valuation losses both in the amount of NT$73,590.
-
In January 2020, the Group bought 29,000 shares of OBI Pharma, Inc., a TPEx-listed company, in the open trading market in the amount of NT$1,954.
-
The Group originally held the shares of Max Ascent Corporation Limited., a non-listed domestic company. The company passed a resolution of dissolution at the extraordinary shareholders’ meeting on November 20, 2000, which was approved by the competent authority for the dissolution on December 21, 2000. It completed the dissolution in 2020. The Group wrote off the cost of the original holding and relevant valuation losses both in the amount of NT$16,946.
-
Evergreen Steel Corporation’s (Evergreen Steel’s) equity instruments held by the Group:
-
(1) The Evergreen Steel’s stock was listed on the emerging stock market on January 13, 2020, so its non-TWSE/TPEx listed shares held by the Group were transferred to those on the emerging stock market. The cost and the gains on the adjusted value of the shares are NT$12,726 and NT$33,495,
~47~
respectively. In addition, as Evergreen Steel’s stock was listed on Taiwan Stock Exchange on April 12, 2021, its shares listed on the emerging stock market held by the Group were transferred to those on Taiwan Stock Exchange, and the cost and the gains on the adjusted value of the shares were NT$12,726 and NT$97,111, respectively.
-
(2) The Group disposed of 1,801,000 shares of Evergreen Steel in the open trading market in June and July 2021. The cost and the gains on the adjusted value of the shares were NT$12,726 and NT$107,015, respectively.
-
The Group disposed of the shares of Orient Semiconductor Electronics Lt d., a listed company, held via private placement at NT$11.59 per share on November 5, 2020, and the change registration was completed on December 30, 2020. The Group wrote off the cost of the original holding in the amount of NT$71,275 and relevant valuation losses of NT$9,745.
-
RT-MART International Co., Ltd.’s (RT-MART’s) equity instruments held by the Group:
-
(1) RT-MART issued cash dividends of NT$122,503 from the original capital surplus contributed to by shareholders in November 2020. This was regarded as a reduction of the Group’s original cost of the holding.
-
(2) To adjust the capital structure and increase the return on shareholders' equity, RT-Mart’s shareholders' meeting approved to reduce its capital on July 27, 2021 by 75.73% as per the par value of NT$10 per share. The payment received by the Group for the capital reduction amounted to NT$127,438, which was regarded as a reduction in the original cost of the holding. After the capital reduction, the Group's shareholding percentage remained at 10.80%.
-
(3) On October 22, 2021, the Group’s board of directors passed a resolution to transfer its RT-Mart’s shares disposed of to Chuan Lian Enterprise Co., Ltd. It is expected to complete the relevant transactions and procedures within one year. The original cost of the holding and relevant value gain of NT$152,740 and NT$1,150,598 were reclassified from non-current assets to current assets.
-
To improve the financial structure, the shareholders' meeting of Pacific Resources Corporation, an unlisted company, approved to reduce capital to compensate the deficit in August 2021 with a capital reduction percentage of 77.5%. Therefore, the original cost of the holding and relevant value losses written off by the Group were both NT$6,954.
~48~
-
Ruentex Engineering & Construction Co., Ltd.’s (Ruentex Engineering & Construction’s) equity instruments held by the Group:
-
(1) The Group disposed of 349,000 shares of Ruentex Engineering & Construction in the open trading market in July and August 2021. The cost and the gains on the adjusted value of the shares were NT$338 and NT$53,330, respectively.
-
(2) In October 2021, the Group subscribed for 1,000 shares of Ruentex Engineering & Construction’s fractional shares, subscribed for by the Company’s specific parties through allotment during capitalization of earnings in 2020, in the amount of NT$10.
-
The Group participated in the capital increase in cash by Ruentex Interior Design Inc., an unlisted company, in September 2021, and subscribed for 334,000 shares in the amount of NT$10,013.
-
The Group disposed of the shares of TransEnterix, Inc.(TRXC) and Ladenburg Thalmann Financial Services Inc.(LTS), foreign listed companies, held in the number of 7,000 shares and 1,410,000 shares on February 6, 2020 and February 18, 2020 respectively. The Group wrote off the cost of the original holding in the amount of NT$120,165 and valuation gains of NT$28,923.
-
For the shares of A-RT Retail Holdings Limited (A-RT), a foreign unlisted company, held by the Group, its shareholders’ meeting approved a share repurchase, and it exchanged 231,204,324 shares of Sun Art Retail Group Limited (Sun Art) held by A-RT for 8,892,474 shares of A-RT held by the Group in March 2021. The Group originally held 2.42% of the equity of Sun Art indirectly through A-RT. After the share exchange, it will hold 2.42% of the equity of Sun Art directly.
-
Detail of the financial assets at fair value through other comprehensive income recognized under profit or loss and comprehensive income is as follows:
~49~
2021
2020
| Equity instruments at fair value through other comprehensive income Changes in fair value recognized as other comprehensive income Dividend income recognized in operating income Dividend income recognized in other non- operation income |
($ 1,355,989) ($ 894,919) $ 133,521 $ 195,305 $ 114,114 $ 148,921 |
|---|---|
-
The Group’s maximum exposure to credit risk for financial assets at fair value through other comprehensive income, before consideration of associated collateral held and other credit enhancements, was NT$9,411,176 and NT$11,190,047 as of December 31, 2021 and 2020, respectively.
-
For the details of the financial assets at fair value through other comprehensive income pledged as collateral, please refer to Note 8.
-
For information on the credit risk of financial assets at fair value through other comprehensive income, please refer to Note 12 (3).
Financial Assets at amortized cost
| Assets at amortized cost | ||
|---|---|---|
| Item Non-current items: Subordinated debts Time deposits pledged Total |
December 31, 2021 $ 250,000 624,083 $ 874,083 |
December 31, 2020 |
| $ 250,000 638,117 $ 888,117 |
- Detail of the financial Assets at amortized cost recognized under the profit or loss is as follows:
| Interest revenue | 2021 $ 10,995 |
2020 $ 9,685 |
|---|---|---|
-
The coupon rate and the effective interest rate of the Nan Shan Life Insurance Company, Ltd.'s subordinated bonds with no maturity date held the Gro up at a par value of NT$250,000,000 are both 3.5%.
-
The Group’s maximum exposure to credit risk for financial assets measured at amortized costs, before consideration of associated collateral held and other credit enhancements was NT$874,083 and NT$888,117 as of December 31, 2021 and 2020, respectively.
~50~
-
Details of the Group’s financial assets at amortized cost pledged to others as collateral are provided in Note 8.
-
For information on the credit risk of financial assets at amortized cost, please refer to Note 12 (3).
~51~
Investments accounted for using equity method
- The details of the carrying amount of long-term equity investment are as follows:
| Name of the associate Ruentex Development Co., Ltd. (Ruentex Development) Ruen Chen Investment Holdings Ltd. (Ruen Chen) Nan Shan Life Insurance Co., Ltd. (Nan Shan Life Insurance) Ruen Fu Newlife Corp. (Ruen Fu) |
Carrying amount December 31, 2021 $ 27,102,883 87,950,367 1,031,759 775 $ 116,085,784 |
December 31, 2020 $ 26,492,921 86,363,458 1,024,991 - $ 113,881,370 |
|---|---|---|
- The investment shareholder percentage is as follows:
| Name of the associate Ruentex Development Ruen Chen Investment Holdings Nan Shan Life Insurance Ruen Fu |
Shareholding percentage December 31, 2021 December 31, 2020 25.70% 25.70% 23.00% 23.00% 0.21% 0.21% 40.00% 40.00% |
|---|---|
- Details of the Group’s interests in associates accounted for under equity method are as follows:
| Name of the associate Ruentex Development Ruen Chen Investment Holdings Nan Shan Life Insurance Ruen Fu |
2021 $ 3,810,320 12,081,165 125,086 ( 7,292) $ 16,009,279 |
2020 $ 2,023,967 7,343,392 76,035 ( 1,836) $ 9,441,558 |
|---|---|---|
- The basic information of the associates that are material to the Group are as follows:
| Company name Principal Place of Business Ruentex Development Taiwan Ruen Chen Investment Holdings Taiwan |
Shareholding percentage December 31, 2021 December 31, 2020 25.70% 25.70% 23.00% 23.00% |
Shareholding percentage December 31, 2021 December 31, 2020 25.70% 25.70% 23.00% 23.00% |
|---|---|---|
December 31, 2021 25.70% 23.00% |
||
25.70% 23.00% |
~52~
- The summarized financial information of the associates that are material to the Group are as follows:
Balance Sheets
| Ruentex Development | ||
|---|---|---|
| December 31, 2021 | December 31, 2020 | |
| Current assets | $ 47,464,148 | $ 39,202,599 |
| Non-current assets | 144,316,219 | 147,186,776 |
| Current Liabilities | ( 23,692,868) | ( 24,848,429) |
| Non-Current Liabilities | ( 44,982,947) | ( 42,575,595) |
| Equity | 123,104,552 | 118,965,351 |
| Non-controlling Interest | ( 6,242,518) | ( 4,721,021) |
| $ 116,862,034 | $ 114,244,330 | |
| Portion of the net assets of associates | $ 30,033,543 | $ 29,360,794 |
| Unrealized gains or losses on upstream transactions ( 2,191) | ( 2,191) | |
| Mutual shareholdings | ( 2,928,469) | ( 2,865,682) |
| Carrying amount | $ 27,102,883 | $ 26,492,921 |
| Ruen Chen Investment Holdings | ||
| December 31, 2021 | December 31, 2020 | |
| Current assets | $ 239,909,703 | $ 281,185,274 |
| Non-current assets | 5,039,698,374 | 4,879,285,009 |
| Current Liabilities | ( 20,344,978) | ( 33,539,725) |
| Non-Current Liabilities | ( 4,826,311,038) | ( 4,701,209,668) |
| Equity | 432,952,061 | 425,720,890 |
| Non-controlling Interest | ( 50,559,148) | ( 50,227,590) |
| $ 382,392,913 | $ 375,493,300 | |
| Portion of the net assets of associates | $ 87,950,367 | $ 86,363,458 |
~53~
Statement of Comprehensive Income
Ruentex Development
| Income Current Net Profit (Note 1) Other comprehensive income (Net of tax) Total Comprehensive Income Current Period (Note 2) |
2021 $ 27,293,884 17,490,688 ( 11,403,700) $ 6,086,988 |
2020 $ 19,084,589 9,275,392 25,746,073 $ 35,021,465 |
|---|---|---|
-
Note 1: Included the net combined income attributable to non-controlling interests in Ruentex Development for 2021 and 2020, in the amount of NT$1,248,142 and NT$717,741, respectively.
-
Note 2: Included the net combined comprehensive Income attributable to non - controlling interests in Ruentex Development for 2021 and 2020, in the amount of NT$1,981,588 and NT$677,487, respectively.
Ruen Chen Investment Holdings
| Income Current Net Profit (Note 3) Other comprehensive income (Net of tax) Total Comprehensive Income Current Period (Note 4) |
2021 $ 570,159,159 58,697,320 ( 51,367,996) $ 7,329,324 |
2020 $ 579,075,147 35,695,200 104,899,215 $ 140,594,415 |
|---|---|---|
-
Note 3: Included the net combined income attributable to non-controlling interests in Ruen Chen Investment Holdings for 2021 and 2020, in the amount of NT$6,170,517 and NT$3,767,410, respectively.
-
Note 4: Included the net combined comprehensive Income attributable to non - controlling interests in Ruen Chen Investment Holdings for 2021 and 2020, in the amount of NT$802,473 and NT$13,807,892, respectively.
-
The carrying amount of the Group’s interests in all individually immaterial associates and the Group’s share of the operating results are summarized below:
As of December 31, 2021 and 2020, the carrying amount of the Group’s individually immaterial associates amounted to NT$1,032,534 and NT$1,024,991, respectively.
~54~
| Net Income Current Period Other comprehensive income (Net of tax) Total Comprehensive Income Current Period |
2021 $ 58,631,274 ( 55,484,720) $ 3,146,554 |
2020 $ 35,636,493 101,812,051 |
|---|---|---|
$ 137,448,544 |
-
Among the investments accounted for under the equity method as of December 31, 2021 and 2020, the amount for Ruen Fu was measured according to the assessment on the financial reports audited by other independent auditors.
-
The fair value of the Group’s investments accounted under equity method with quoted market prices is as follows:
| Ruentex Development | December 31, 2021 $ 34,545,904 |
December 31, 2020 $ 15,818,706 |
|---|---|---|
-
The Group holds 25.70% of Ruentex Development as the single largest shareholder of the company. Taking into account the attendance of past shareholders’ meetings, it shows that other shareholders are actively participating in Ruentex Development’s business decision-making. There are nine seats on the board of directors of Ruentex Development, only two of which are occupied by the Group, showing that the Group has no actual ability to lead the activities of Ruentex Development. Therefore, it is judged that the Group has no control over it and only has significant influence.
-
Ruentex Development Co., Ltd., an investee measured under the equity method, adopts the equity method for measurement of the Group because of the mutual shareholdings with the Group. The investment gains and losses are calculated and adjusted based on the method adopted for the treasury stock.
-
(1) For the purposes of investments and diversifying operations, the Company invested in Nan Shan Life Insurance in 2010 through Ruen Chen Investment Holdings. Ruen Chen Investment Holdings executed capital increase by cash during the period from 2010 to 2011 respectively, and the total subscription amount of the Company according to the shareholding percentage was NT$ 11,250,000. In the Nan Shan Life Insurance investment project, as required by competent authority, the Company transferred portion of shares of Ruen Chen Investment Holdings for trust, the major terms and conditions of the
~55~
trust are as follows:
-
A. Purpose of trust: After Ruen Chen Investment Holdings acquired the management right of Nan Shan Life Insurance, to satisfy the commitment in long-term operation and the promise for the vision of stable operation, the total of 563,500 thousand shares held by Ruen Chen Investment Holdings were transferred to the Trust Department of First Commercial Bank Co., Ltd. on September 5 and September 9, 2011 respectively, and trust registration was performed.
-
B. Term of trust: The term of trust was ten years starting from the signing date of the trust contracts on September 5 and September 9, 2011 respectively.
-
C. Management, use method and limitation to trust property:
-
(a) The management and use method for the trust property under this contract is for specific independent management and use. The trustee has no right to determine the use of the trust property. Unless otherwise specified in this contract, the trust property shall be managed properly according to the operating scope or method instructed by the trustor.
-
(b) The change of this contract shall be performed only after the joint negotiation of the trustor and trustee, followed by reporting to FSC for written approval.
-
(c) This contract shall become effective upon the signing of both parties. Unless otherwise specified in the laws or both parties agree otherwise, this contract is terminated due to the following matters along with the written consent of the competent authority:
-
(i) In case of the occurrence of breach of contract by any one party, the breaching party shall correct within 15 days from the date of notice by the other party. Any failure to correct beyond such period, the other party may terminate this contract and may claim damage indemnification.
-
(ii) Where there is an actual difficulty in the continuous management of the trust matter, it may be terminated based on the written consents of both parties.
-
(iii) Where the trustee is subject to dissolution, restructure, bankruptcy, revocation of establishment registration or being informed by the exchange office to be a rejected account, it shall inform the other party. Any one party may terminate this contract by informing the other party in writing.
-
(iv) When a creditor of the trustor files petition to the court to revoke the trust under this contract due to harms to its rights and such petition is confirmed.
-
~56~
- (d) Once this contract is terminated, the trustor shall repay the trust management fee and all necessary fees as well as taxes to the trustee, and the trustee may deduct such fees from the trust property.
As stated above, at the request of the competent authority, the Company delivered part of the shares of Ruen Chen Investment Holdings to a trust. However, as the trust period ended in September 2021, the trust property was returned to the Company as per the trust deed.
-
(2) As instructed by the FSC on June 13, 2016, the Company issued a letter of undertaking for the investment in Nan Shan General Insurance Co., Ltd. (Referred herein as “Nan Shan General Insurance”; originally named as Chartis Taiwan Insurance Co., Ltd.), and the undertaking is as follows:
-
A. The Company undertakes to request Nan Shan Life Insurance to ensure its long-term operation in handling the investment in Nan Shan General Insurance according to the laws and FSC's commitment.
-
B. The Company undertakes that after Nan Shan Life Insurance acquires 200,000,000 ordinary shares of Nan Shan General Insurance, i.e. 100% issued shares with voting rights, when Nan Shan General Insurance has the needs for capital increase at any time, the Company will request Nan Shan Life Insurance to handle the capital increase for Nan Shan General Insurance according to the laws and the request of the competent authority.
-
C. To fulfill the commitment of the Company and Ruen Chen Investment Holdings other shareholders on the long-term operation of Nan Shan General Insurance, in case where there is a need for capital increase for the Nan Shan General Insurance according to the laws or the request of competent authority such that new shares are to be issued for the capital increase, the Company and Ruen Chen Investment Holdings other shareholders undertake to request Nan Shan Life Insurance to hold at least a percentage of 51% on the number of outstanding ordinary shares.
-
(3) According to the instruction of FSC on November 15, 2017, regarding to the capital increase undertaking signed by Nan Shan Life Insurance, the Company undertakes to deliver cash at an amount of NT$ 4,600,000 to Trust Department of Mega International Commercial Bank for custody, such that in the future, when Nan Shan Life Insurance needs to
~57~
perform capital increase but Ruen Chen Investment Holdings cannot handle the capital increase, the Company agrees to deliver the aforementioned trust cash under custody in order to perform the capital increase by cash for Nan Shan Life Insurance through Ruen Chen Investment Holdings or via other methods agreed by the competent authority. In addition, it shall be sufficient to cover the capital increase amount required by Nan Shan Life Insurance. In case where there is any deficiency in the amount provided by other upper shareholders, the Company agrees to cover such deficiency. In addition, for the capital increase in cash to Nan Shan Life Insurance in June 2019 through Ruen Chen Investment Holdings, the payment was made by deposited cash in the amounts of NT$4,596,097 and NT$3,903.
-
To meet the demands of reinvestment plan and diversified operations, in June 2019 the Company subscribed 27,300,000 shares of Nan Shan Life Insurance for NT$436,800, for holding 0.21% of the total shares. As Nan Shan Life Insurance is the investee company accounted for under the equity method of Ruen Chen Investment Holdings, the Company is considered has a material influence to Nan Shan Life Insurance, and thus Nan Shan Life Insurance was recognized as the investment accounted with the equity method.
-
Ruen Chen Investment Holding conducted cash capital increase in July, 2020 and July, 2021, and the Company subscribed the new issued shares in proportion to its shareholding amounting NT$80,500 and NT$82,800.
-
In order to improve financial structure and strengthen the operating capital, Ruen Fu conducted a capital reduction for making up losses of NT15,000 in June 2021, followed by a subsequent cash capital increase of NT$20,000, and the Company paid NT$8,000 for the new shares issued in proportion to its shareholding.
-
Joint Venture
-
(1) The basic information on the Group's joint ventures is as follows: Company name December 31, 2021 December 31, 2020 RCH Holding Limited - -
-
(2) The management of the Group has recognized all of the 60% of the equity of RCH Holdings Limited, a non-listed company, it held under impairment. The company completed the deregistration on September 25, 2020 as announced by the competent authority in Hong Kong.
~58~
- Details of the Group’s investments accounted under equity method pledged to others as collateral are provided in Note 8.
~59~
Property, plant, and equipment
| 2021 Land Land improvements January 1 Cost $ 890,879 $ 37,756 Accumulated impairment and depreciation - ( 34,467) $ 890,879 $ 3,289 January 1 $ 890,879 $ 3,289 Addition - - Disposal - costs - - Disposal - accumulated impairment and depreciation - - Depreciation expense - - Transfer - costs (Note 1) - - Net exchange differences - - December 31 $ 890,879 $ 3,289 December 31 Cost $ 890,879 $ 37,756 Accumulated impairment and depreciation - ( 34,467) $ 890,879 $ 3,289 |
Land improvements | Buildings and ~~s~~tructures $ 1,097,079 ( 558,126) $ 538,953 $ 538,953 - - - ( 22,259) - - $ 516,694 $ 1,097,079 ( 580,385) $ 516,694 |
Machinery and equipment $ 1,215,317 ( 1,170,234) $ 45,083 $ 45,083 900 ( 695,536) 695,460 ( 8,498) - - $ 37,409 $ 520,681 ( 483,272) $ 37,409 |
Transportation equipment $ 19,115 ( 17,389) $ 1,726 $ 1,726 - - - ( 652) - ( 1) $ 1,073 $ 19,097 ( 18,024) $ 1,073 |
Leased assets Leasehold Improvements Other equipment Total $ 24,514 $ 231,451 $ 2,214,900 $ 5,731,011 ( 24,514) ( 217,757) ( 2,004,694) ( 4,027,181) $- $ 13,694 $ 210,206 $ 1,703,830 $ - $ 13,694 $ 210,206 $ 1,703,830 - 4,947 3,500 9,347 - ( 14,844) ( 425,373) ( 1,135,753) - 14,844 425,373 1,135,677 - ( 8,104) ( 7,041) ( 46,554) - - 762 762 - - ( 29) ( 30) $- $ 10,537 $ 207,398 $ 1,667,279 $ 24,514 $ 221,506 $ 1,793,731 $ 4,605,243 ( 24,514) ( 210,969) ( 1,586,333) ( 2,937,964) $- $ 10,537 $ 207,398 $ 1,667,279 |
Leased assets Leasehold Improvements Other equipment Total $ 24,514 $ 231,451 $ 2,214,900 $ 5,731,011 ( 24,514) ( 217,757) ( 2,004,694) ( 4,027,181) $- $ 13,694 $ 210,206 $ 1,703,830 $ - $ 13,694 $ 210,206 $ 1,703,830 - 4,947 3,500 9,347 - ( 14,844) ( 425,373) ( 1,135,753) - 14,844 425,373 1,135,677 - ( 8,104) ( 7,041) ( 46,554) - - 762 762 - - ( 29) ( 30) $- $ 10,537 $ 207,398 $ 1,667,279 $ 24,514 $ 221,506 $ 1,793,731 $ 4,605,243 ( 24,514) ( 210,969) ( 1,586,333) ( 2,937,964) $- $ 10,537 $ 207,398 $ 1,667,279 |
Leased assets Leasehold Improvements Other equipment Total $ 24,514 $ 231,451 $ 2,214,900 $ 5,731,011 ( 24,514) ( 217,757) ( 2,004,694) ( 4,027,181) $- $ 13,694 $ 210,206 $ 1,703,830 $ - $ 13,694 $ 210,206 $ 1,703,830 - 4,947 3,500 9,347 - ( 14,844) ( 425,373) ( 1,135,753) - 14,844 425,373 1,135,677 - ( 8,104) ( 7,041) ( 46,554) - - 762 762 - - ( 29) ( 30) $- $ 10,537 $ 207,398 $ 1,667,279 $ 24,514 $ 221,506 $ 1,793,731 $ 4,605,243 ( 24,514) ( 210,969) ( 1,586,333) ( 2,937,964) $- $ 10,537 $ 207,398 $ 1,667,279 |
|---|---|---|---|---|---|---|---|
| $ 24,514 ( 24,514) $- |
$ 231,451 ( 217,757) $ 13,694 $ 13,694 4,947 ( 14,844) 14,844 ( 8,104) - - $ 10,537 $ 221,506 ( 210,969) $ 10,537 |
$ 2,214,900 ( 2,004,694) $ 210,206 $ 210,206 3,500 ( 425,373) 425,373 ( 7,041) 762 ( 29) $ 207,398 $ 1,793,731 ( 1,586,333) $ 207,398 |
|||||
| $ - - - - - - - $- |
|||||||
| $ 24,514 ( 24,514) $- |
Note: NT$762 is reclassified from prepayments for business facilities.
~60~
| January 1 Cost Accumulated impairment and depreciation January 1 Addition Disposal - costs Disposal - accumulated impairment and depreciation Depreciation expense Transfer - costs (Note 1) Reclassification - costs (Note 2) Reclassification - accumulated depreciation (Note 2) Gains on reversal of impairment loss Net exchange differences December 31 December 31 Cost Accumulated impairment and depreciation |
2020 Land $ 890,879 - $ 890,879 $ 890,879 - - - - - - - - - $ 890,879 $ 890,879 - $ 890,879 |
Land improvements $ 37,756 ( 34,467) $ 3,289 $ 3,289 - - - - - - - - - $ 3,289 $ 37,756 ( 34,467) $ 3,289 |
Buildings and structures $ 1,055,902 ( 539,928) $ 515,974 $ 515,974 41,177 - - ( 18,198) - - - - - $ 538,953 $ 1,097,079 ( 558,126) $ 538,953 |
Machinery and | Transportation | Leased assets | Leasehold Improvements |
Other equipment Total $ 2,251,458 $ 6,080,016 ( 2,048,933) ( 4,427,987) $ 202,525 $ 1,652,029 $ 202,525 $ 1,652,029 9,401 82,332 ( 51,799) ( 443,735) 51,799 443,735 ( 5,554) ( 41,881) 3,715 11,227 1,955 813 ( 1,955) ( 813) 44 44 75 79 $ 210,206 $ 1,703,830 $ 2,214,900 $ 5,731,011 ( 2,004,694) ( 4,027,181) $ 210,206 $ 1,703,830 |
|---|---|---|---|---|---|---|---|---|
equipment $ 1,562,293 ( 1,537,977) $ 24,316 |
equipment $ 20,606 ( 18,233) $ 2,373 $ 2,373 - ( 1,543) 1,543 ( 650) - - - - 3 $ 1,726 $ 19,115 ( 17,389) $ 1,726 |
|||||||
| $ 24,514 ( 24,514) $- $ - - - - - - - - - - $- $ 24,514 ( 24,514) $- |
$ 2,251,458 ( 2,048,933) $ 202,525 $ 202,525 9,401 ( 51,799) 51,799 ( 5,554) 3,715 1,955 ( 1,955) 44 75 $ 210,206 $ 2,214,900 ( 2,004,694) $ 210,206 |
|||||||
$ 236,608 ( 223,935) $ 12,673 $ 12,673 8,643 ( 19,008) 19,008 ( 11,518) 3,895 1,178 ( 1,178) - 1 $ 13,694 $ 231,451 ( 217,757) $ 13,694 |
||||||||
$ 24,316 23,111 ( 371,385) 371,385 ( 5,961) 3,617 ( 2,320) 2,320 - - $ 45,083 |
||||||||
$ 1,215,317 ( 1,170,234) $ 45,083 |
Note 1: NT$11,227 is reclassified from prepayments for business facilities. Note 2: Reclassification of property, plant and equipment. Details of the Group’s property, plant and equipment pledged to others as collateral are provided in Note 8.
~61~
Lease transactions - lessees
-
The assets leased by the Group include Zhonglun Building office and other offices, and the lease terms in 2021 and 2020 are from 2020 to 2026 and from 2016 to 2024, respectively. The lease contracts are negotiated individually and contain different terms and conditions.
-
The information of the right-of-use assets are as the following:
| January 1 Cost Accumulated depreciation January 1 Addition-Newly added lease contracts Depreciation expense Lease modifications - costs Lease modifications - accumulated depreciation Derecognition - costs Derecognition - accumulated depreciation Transfer - costs (Note) Transfer - accumulated depreciation (Note) December 31 December 31 Cost Accumulated depreciation |
Buildings and structures 2021 2020 $ 149,612 $ 113,540 ( 83,807) ( 47,729) $ 65,805 $ 65,811 $ 65,805 $ 65,811 187,135 62,983 ( 52,243) ( 51,058) - ( 24,140) - 13,794 ( 86,853) - 86,853 - - ( 2,771) - 1,186 $ 200,697 $ 65,805 $ 249,894 $ 149,612 ( 49,197) ( 83,807) $ 200,697 $ 65,805 |
|---|---|
2021 $ 149,612 ( 83,807) $ 65,805 $ 65,805 187,135 ( 52,243) - - ( 86,853) 86,853 - - $ 200,697 $ 249,894 ( 49,197) $ 200,697 |
Note: The cost of NT$2,771 and accumulated depreciation of NT$1,186 were reclassified to investment property.
- 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, 2021 $ 201,730 ( 52,523) $ 149,207 |
December 31, 2020 |
|---|---|---|
$ 66,783 ( 28,337) $ 38,446 |
~62~
- Information of income items related to lease contracts are as the follo wing:
| 2021 Items affects the income of the current period Interest expenses of lease liabilities $ 1,721 Expenses of short-term lease contracts 15,610 Expenses related to leases of low-value assets1,407 $ 18,738 |
2020 $ 1,248 25,508 1,607 $ 28,363 |
|---|---|
- The information on net cash outflow from lease expenses is as follows:
| 2021 | 2020 | ||
|---|---|---|---|
| Interest expenses of lease liabilities | $ | 1,721 | $ |
| Expenses of short-term lease contracts | 15,610 | ||
| Expenses related to leases of low-value assets | 1,407 | ||
| Expenses of the lease contracts with unidentified subject | matter | 340 | |
| Principal elements of lease payments | 52,188 | ||
| $ | 71,266 | $ |
Lease transactions - lessor
-
The Group leases investment property based on operating lease contracts, and recognized rent income of NT$42,280 and NT$36,988 for 2021 and 2020, respectively.
-
The Group has leased part of the right-of-use assets and property, plant and equipment based on operating lease contracts and recognized rent income of NT$24,532 and NT$29,836 for 2021 and 2020, respectively, and no variable lease payments were included.
-
Analysis to the due dates of lease payments leased as operating leases by the Group is as the following:
| Within 1 year 1-2 years 2-3 years 3-4 years 4-5 years More than 5 years Total |
December 31, 2021 $ 29,052 6,005 5,985 5,955 5,974 48,778 $ 101,749 |
December 31, 2020 $ 34,452 18,470 7,190 7,188 7,158 54,817 $ 129,275 |
|---|---|---|
~63~
Investment real estate
| real estate | ||||||
|---|---|---|---|---|---|---|
| 2021 | ||||||
| Land | Buildings | Total | ||||
| January 1 | ||||||
| Cost | $ | 425,756 | $ 597,744 | $ | 1,023,500 | |
| Accumulated depreciation and impairment( | 59,116) | ( 330,950) | ( | 390,066) | ||
| $ | 366,640 | $ 266,794 | $ | 633,434 | ||
| January 1 | $ | 366,640 | $ 266,794 | $ | 633,434 | |
| Addition | - | 433 | 433 | |||
| Scrapping - costs | - | ( | 3,415) | ( | 3,415) | |
| Scrapping - accumulated depreciation | - | 3,408 | 3,408 | |||
| Depreciation expense | - | ( | 11,225) | ( | 11,225) | |
| Transfer - costs (Note 1) | 1,696,889 | - | 1,696,889 | |||
| December 31 | $ | 2,063,529 | $ 255,995 | $ | 2,319,524 | |
| December 31 | ||||||
| Cost | $ | 2,122,645 | $ 594,762 | $ | 2,717,407 | |
| Accumulated depreciation and impairment( | 59,116) | ( 338,767) | ( | 397,883) | ||
| $ | 2,063,529 | $ 255,995 | $ | 2,319,524 | ||
| 2020 | ||||||
| Land | Buildings | Total | ||||
| January 1 | ||||||
| Cost | $ | 425,756 | $ | 594,537 | $ |
1,020,29 |
| Accumulated depreciation and impairment | ( | 59,116) | ( |
317,907) | ( |
377,02 |
| $ | 366,640 | $ |
276,630 | $ |
643,27 | |
| January 1 | $ | 366,640 | $ | 276,630 | $ |
643,27 |
| Addition | - | 879 | 8 | |||
| Scrapping - costs | - | ( | 443) ( | 44 | ||
| Scrapping - accumulated depreciation | - | 439 | 4 | |||
| Depreciation expense | - | ( | 12,296) | ( |
12,29 | |
| Transfer - costs (Note 2) | - | 2,771 | 2,77 | |||
| Transfer - accumulated depreciation (Note 2) | - | ( | 1,186) | ( |
1,18 | |
| December 31 | $ | 366,640 | $ |
266,794 | $ |
633,43 |
| December 31 | ||||||
| Cost | $ | 425,756 | $ | 597,744 | $ |
1,023,50 |
| Accumulated depreciation and impairment | ( | 59,116) | ( |
330,950) | ( |
390,06 |
| $ | 366,640 | $ |
266,794 | $ |
633,43 |
Note 1: Cost of NT$1,696,889 was transferred in from inventories. Note 2: The cost of NT$2,771 and accumulated depreciation of NT$1,186
~64~
were reclassified from right-of-use assets.
- Rent income from the lease of the investment property and direct operating expenses:
| Rental income from investment real estate Direct operating expenses incurred by investment real estate with the rental income for current period. |
2021 $ 42,280 $ 11,225 |
2020 $ 36,988 |
|---|---|---|
$ 12,296 |
||
- Information on the fair value of investment property held by the Group:
| Land and structures Land and structures |
December 31, 2021 Carrying amount Fair value $ 2,255,010 $ 4,018,165 64,514 $ 2,319,524 |
December 31, 2020 Carrying amount Fair value $562,700 $ 1,081,870 70,734 $633,434 |
Valuation |
|---|---|---|---|
Carrying amount $ 2,255,010 64,514 $ 2,319,524 |
|||
| method (1) (2) |
-
(1) The aforementioned fair value was evaluated by the management according to the market transaction prices of relevant similar properties in the neighboring areas.
-
(2) The transaction is not frequent, and a reliable alternative fair value estimate has not been obtained, so the fair value cannot be determined reliably.
-
Details of the Group’s investments property pledged to others as collateral are provided in Note 8.
Intangible Assets
2021
| January 1 Cost Accumulated amortization January 1 Addition Scrapping - costs Scrapping - |
Good will $ 397,162 - $ 397,162 $ 397,162 - - - |
Computer software $ 37,059 ( 35,404) $ 1,655 $ 1,655 2,650 ( 14,886) 14,886 |
Others $ 1,400 ( 1,400) $- $ - - - - |
Total $ 435,621 ( 36,804) $ 398,817 $ 398,817 2,650 ( 14,886) 14,886 |
|---|---|---|---|---|
~65~
| accumulated amortization Amortization expense Net exchange differences December 31 December 31 Cost Accumulated amortization January 1 Cost Accumulated amortization January 1 Disposal - costs Scrapping - costs Amortization expense Net exchange differences December 31 December 31 Cost Accumulated amortization |
- ( 11,157) $ 386,005 $ 386,005 - $ 386,005 2020 Good will $ 418,080 - $ 418,080 $ 418,080 - - - ( 20,918) $ 397,162 $ 397,162 - $ 397,162 |
( 1,985) - $ 2,320 $ 24,823 ( 22,503) $ 2,320 Computer software |
- - $- |
( 1,985) ( 11,157) $ 388,325 $ 412,228 ( 23,903) $ 388,325 Total $ 459,335 ( 34,178) $ 425,157 $ 425,157 ( 873) ( 1,923) ( 2,626) ( 20,918) $ 398,817 $ 435,621 ( 36,804) $ 398,817 |
|---|---|---|---|---|
| $ 1,400 ( 1,400) $- |
||||
| Others $ 1,400 ( 1,400) $- $ - - - - - $- $ 1,400 ( 1,400) $- |
||||
$ 39,855 ( 32,778) $ 7,077 $ 7,077 ( 873) ( 1,923) ( 2,626) - $ 1,655 $ 37,059 ( 35,404) $ 1,655 |
- Details of amortization of intangible assets are as follows:
| Selling and marketing expenses Administrative expense |
2021 $ 945 1,040 $ 1,985 |
2020 $ 1,626 1,000 $ 2,626 |
|---|---|---|
- The goodwill is allocated to the Group’s cash-generating units identified by operating segments:
December 31, 2021 December 31, 2020
~66~
| Investment segment - Concord Other non-Current Assets Guarantee deposits paid Land Prepayments for business facilities Others |
$ 386,005 December 31, 2021 $ 45,250 19,678 - 798 $ 65,726 |
$ 397,162 December 31, 2020 $ 45,479 19,678 286 1,854 $ 67,297 |
|---|---|---|
Part of the Group's land is the land in the Sihu Section in Yangmei, which belongs to agricultural land and was acquired in the name of a juridical corporate director’s relative within the first degree of kinship. Both parties have signed a trust contract.
Short-term borrowings
| Nature of loan Bank loan Secured loan Credit Loan Nature of loan Bank loan Secured loan Credit Loan |
December 31, 2021 $ 500,000 600,000 $ 1,100,000 December 31, 2020 $ 500,000 1,787,700 $ 2,287,700 |
Interest rate collars 0.34% 0.92%~0.95% Interest rate collars 0.35% 0.64%~1.01% |
Guarantee Note No Guarantee Note No |
|---|---|---|---|
Note: Please refer to Note 8 for details of the collateral provided by the Group for short-term borrowings.
Short-term bills payable
| Commercial papers payable Less: Unamortized discount Interest rate collars |
December 31, 2021 $ 2,280,000 ( 2,729) $ 2,277,271 0.92%~0.94% |
December 31, 2020 $ 1,070,000 ( 681) $ 1,069,319 0.94%~0.96% |
|---|---|---|
~67~
Note: Please refer to Note 8 for details of the collateral provided by the Group for commercial paper issued.
Other payables
| Salaries and bonuses payable Employee compensation payable Dividends payables Interest payable Payables for equipment Others borrowings Secured bank loan Credit bank loan Face value of long term commercial paper Less: Unamortized discount Less: Long-term borrowings due within one year or one operating cycle Maturity date range Interest rate collars |
December 31, 2021 $ 83,489 74,511 44,540 12,811 2,799 65,351 $ 283,501 December 31, 2021 $ 12,275,000 18,307,500 30,582,500 300,000 ( 105) 30,882,395 ( 1,435,000) $ 29,447,395 April 23, 2023 ~June 28, 2024 0.75%~1.08% |
December 31, 2020 $ 92,725 46,868 39,779 14,071 9,915 70,934 $ 274,292 December 31, 2020 $ 10,375,000 18,825,000 29,200,000 300,000 ( 269) 29,499,731 ( 3,237,500) $ 26,262,231 October 29, 2021 ~August 6, 2023 0.87%~1.15% |
|---|---|---|
-
Long term borrowings
-
The Group signed a credit agreement with CTBC Bank in April 2021 to provide financing to the Group. The credit period is from April 2021 to June 2023. The total credit limit is NT$1,800,000, and as of December 31, 2021, the Group had drawn down a credit amount of NT$800,000. The main commitments of the Group are as follows:
The Group shall maintain a current ratio of not less than 100%, a debt ratio of not greater than 100%, an interest coverage ratio of not less than 3 times, and the net value of tangible assets of NT$35,000,000. The calculation of
~68~
the aforementioned net value of tangible assets shall exclude the effect of the profit and loss on Ruen Chen Investment Holdings.
-
The Group signed a credit agreement with EnTie Commercial Bank in August 2021 to provide financing to the Group. The credit period is from August 2021 to August 2023. The total credit limit is NT$500,000, and as of December 31, 2021, the Group had drawn down a credit amount of NT$500,000. The main commitments of the Group are as follows:
-
The Group shall maintain a current ratio of not lower than 70% and a debt ratio of not greater than 120%.
-
The Group signed a credit agreement with Bank SinoPac in August 2020 to issue 2019 cash dividends by the Group. The credit period is from August 2020 to August 2023. The total credit limit is NT$800,000, and as of December 31, 2021, the Group had drawn down a credit amount of NT$400,000. The main commitments of the Group are as follows:
-
The Group shall maintain the interest coverage ratio of not less than 3 times and the net value of tangible assets at NT$25,000,000.
-
The Group signed a credit agreement with Shin Kong Commercial Bank in August 2021 to provide financing to the Group. The credit period is from August 2021 to August 2023. The total credit limit is NT$700,000, and as of December 31, 2021, the Group had drawn down a credit amount of NT$700,000. The main commitments of the Group are as follows: The Group shall maintain a current ratio of not less than 100%, a debt ratio of not greater than 100%, an interest coverage ratio of not less than 3 times, and the net value of tangible assets of NT$35,000,000. The calculation of the aforementioned net value of tangible assets shall exclude the effect of the profit and loss on Ruen Chen Investment Holdings.
-
In addition to the endorsement/guarantees and collateral provided by the Group for short-term borrowings, short-term notes payable, and long-term borrowings as in Notes 7 (2)-8 and 8, the amounts of guarantee notes issued are as follows:
| Guarantee notes | December 31, 2021 $ 50,414,540 |
December 31, 2020 $ 44,620,809 |
|---|---|---|
Other non-Current liabilities
December 31, 2021 December 31, 2020
~69~
| Guarantee deposits received Defined benefit liability Others |
$ 726,494 33,719 1,301 $ 761,514 |
$ 738,568 44,427 1,301 $ 784,296 |
|---|---|---|
Pensions
-
(1) The Company and its domestic subsidiaries have 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 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 Group contribute 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. Also, the Group would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Group 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 (listed as other non-current liabilities) |
December 31, 2021 $ 220,446 ( 186,727) $ 33,719 |
December 31, 2020 $ 223,728 ( 179,301) $ 44,427 |
|---|---|---|
~70~
(3) Movements in net defined benefit liabilities are as follows:
2021
| 2021 | |||
|---|---|---|---|
| January 1 Current service cost Interest revenue (expense) Re-measurements: Return on plan assets (other than the amount included in interest revenue or expense) Effects of changes in demographic assumptions Effects of changes in economic assumptions Experience adjustments Contribution to pension fund Payment of pension benefits December 31 |
Present value of defined benefit obligation $ 223,728 1,299 846 225,873 - 3,666 ( 2,550) ( 3,032) ( 1,916) - ( 3,511) $ 220,446 |
Fair value of plan | Defined benefit liability $ 44,427 1,299 163 45,889 |
assets ($ 179,301) - ( 683) ( 179,984) ( 2,640) - - - ( 2,640) ( 7,614) 3,511 ($ 186,727) |
|||
( 2,640) 3,666 ( 2,550) ( 3,032) ( 4,556) ( 7,614) - $ 33,719 |
| January 1 Current service cost Interest revenue (expense) Past service cost Re-measurements: Return on plan assets (other than the amount included in interest revenue or expense) Effects of changes in demographic assumptions Effects of changes in economic assumptions Experience adjustments Contribution to pension fund Payment of pension benefits December 31 |
2020 Present value of defined benefit obligation $ 228,843 1,354 1,464 691 232,352 - 373 4,615 6 4,994 - ( 13,618) $ 223,728 |
Fair value of plan | Defined benefit liability $ 51,011 1,354 319 691 53,375 ( 5,988) 373 4,615 6 ( 994) ( 7,954) - $ 44,427 |
|---|---|---|---|
assets ($ 177,832) - ( 1,145) - ( 178,977) ( 5,988) - - - ( 5,988) ( 7,954) 13,618 ($ 179,301) |
~71~
-
(4) The Bank of Taiwan was commissioned to manage the Fund of the Group’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 financial institutions, investment in domestic or foreign listed, overthe-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, 2021 and 2020 is given in the Annual Labor Retirement Fund Utilization Report announced by the government.
-
(5) The principal actuarial assumptions used were as follows:
| Discount rate Future salary increase in percent |
2021 0.50%~0.70% 1.00%~2.00% |
2020 0.38%~0.40% 1.00%~2.00% |
|---|---|---|
The future mortality rates in 2021 and 2020 were estimated based on the 6th and 5th 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: Discount rate
| December 31, 2021 Effects on the present value of a defined benefit obligation December 31, 2020 Effects on the present value of a defined benefit obligation |
($ 3,862) ($ 4,264) |
$ 3,990 $ 4,412 |
$ 3,909 $ 4,314 |
|---|---|---|---|
~72~
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 period.
-
(6) Expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2022 amounts to NT$7,926.
-
(7) As of December 31, 2021, the weighted average duration of that retirement plan is 6.4~11 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 |
2021 $ 15,006 10,506 98,084 55,837 $ 179,433 |
|---|---|
-
(1) Effective on July 1, 2005, the Company and its domestic subsidiaries have established a defined pension plan under the Labor Pension Act covering all regular employees with R.O.C. nationality. Under the defined contribution pension plan in compliance with the Labor Pension Act , the Company and its domestic subsidiaries contribute 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 Group’s sub-subsidiary Shanghai Newzone Fashion Ltd. contributes a monthly amount equal to a fixed percentage of the local employees’ monthly salaries and wages as a pension fund in accordance with the pension regulations in the People’s Republic of China. The government administrates the pension fund, and other than the monthl y contributions, the Group has no further obligations.
-
(3) For the years ended December 31, 2021 and 2020, pension expenses were NT$15,744 and NT$15,760, respectively.
~73~
Capital
-
As of December 31, 2021, the Company’s authorized capital was NT$15,000,000, and the paid-in capital was NT$7,343,188 with a par value of NT$10 per share; all shares are issued as ordinary shares. All proceeds from shares issued have been collected.
-
The number of the Company’s outstanding shares on December 31, 2021 and 2020 was 734,319,000 and 564,861,000 respectively. The number of the Company’s outstanding shares (in thousands) at the beginning and end of the period was adjusted as follows:
| January 1 Capitalization From Earnings December 31 |
2021 564,861 169,458 734,319 |
2020 564,861 - |
|---|---|---|
| 564,861 |
-
The Company’s shareholders’ meeting passed a resolution through electronic voting on June 25, 2021, to conduct capitalization of the undistributed earnings of NT$1,694,582 by issuing new shares. The record date for capital increase approved by the competent authority was October 10, 2021, and the change registration was completed on November 1, 2021.
-
As for the treasury shares listed by the Company, they are 36,593,000 and 28,149,000 shares held by the subsidiary Gin-Hong Investment as of December 31, 2021 and 2020 to protect its shareholders' equity. The information on the amount is as follows:
| Gin-Hong Investment | December 31, 2021 Carrying amount $ 552,479 |
December 31, 2020 Carrying amount $ 552,479 |
|---|---|---|
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.
~74~
2. Change of capital surplus is as follows:
2021
| 2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Changes in | ||||||||||||
| the | ||||||||||||
| associates’ | ||||||||||||
| Issued at premium | ~~T~~reasury share |
transactions | net value of equity |
Others | Total | |||||||
| January 1 | $ 11,114,322 | $961,871 | $ | 692,451 | $ 84,856 | $ 12,853,500 | ||||||
| Cash dividends | ||||||||||||
| received by | ||||||||||||
| subsidiaries from the | ||||||||||||
| parent company | - | 30,963 | - | - | 30,963 | |||||||
| Changes in the | ||||||||||||
| equity of associates | ||||||||||||
| recognized based on | ||||||||||||
| shareholding | ||||||||||||
| percentage | - | - | 2,476 | - | 2,476 | |||||||
| Overdue dividends | ||||||||||||
| not collected by | ||||||||||||
| shareholders | - | - | - | 4,364 | 4,364 | |||||||
| Income tax effect | - | - | ( | 148) | - | ( | 148) | |||||
| December 31 | $ 11,114,322 | $992,834 | $ | 694,779 | $ 89,220 | $ 12,891,155 | ||||||
| 2020 | ||||||||||||
| Changes in the | ||||||||||||
| Issued at | Treasury share | associates’net |
||||||||||
| premium | transactions | value of equity | Others | Total | ||||||||
| January 1 | $ 11,114,322 | $884,462 | $ 692,535 | $ | 63,153 | $ 12,754,472 |
||||||
| Cash dividends | ||||||||||||
| received by | ||||||||||||
| subsidiaries from the | ||||||||||||
| parent company | - | 77,409 | - | - |
77,409 | |||||||
| Changes in the equity | ||||||||||||
| of associates | ||||||||||||
| recognized based on | ||||||||||||
| shareholding | ||||||||||||
| percentage | - | - | ( | 90) | - ( | 90) | ||||||
| Overdue dividends | ||||||||||||
| not collected by | ||||||||||||
| shareholders | - | - | - | 21,703 |
21,703 | |||||||
| Income tax effect | - | - | 6 | - |
6 | |||||||
| December 31 | $ 11,114,322 | $961,871 | $ 692,451 | $ | 84,856 | $ 12,853,500 |
Retained earnings
- According to the Company’s Articles of Incorporation, the Current year’s earnings, if any, shall first be used to pay all taxes and offset prior year’s operating losses and then 10% of the remaining amount shall be set aside as legal reserve, following which special reserve shall be set aside or reversed according to the laws. If there are still remaining earnings, the remainder shall be combined with the prior year’s
~75~
accumulated retained earnings, and the board of directors shall establish earnings distribution proposal for submission to the shareholders’ meeting for resolution on the retention or distribution thereof. The Company's dividend policy adopts the remaining dividend policy. According to the future capital budget planning, the future capital demand of the Company is measured, and after the necessary capital is retained for financing purpose, the remaining earnings can then be distributed in the method of cash dividend.
-
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.
-
3.(1) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
(2) The amounts previously set aside by the Company as special reserve on initial application of IFRSs in accordance with Jin-Guan-ZhengFa-Zi No. 1010012865 Letter dated April 6, 2012, shall be reversed proportionately when the relevant Assets are used, disposed of or reclassified subsequently.
-
The Company’s shareholders’ meeting passed a resolution through electronic voting on June 25, 2021, and passed a resolution on July 30, 2021 to distribute 2020 earnings. The shareholders’ meeting passed the 2019 earnings distribution proposal on June 16, 2020, the relevant details are as follows:
| Legal reserve Special reserve Cash Dividends Share dividend Total |
2020 Amount $ 773,316 - 1,129,721 1,694,582 $ 3,597,619 |
Dividend per share (NTD) $ 2.00 3.00 |
2019 Amount $ 618,778 ( 33,370,11 0) 2,824,303 |
Dividend per share |
|---|---|---|---|---|
(NTD) $ 5.00 - |
||||
| - ($ 29,927,029) |
~76~
5. Change of undistributed earnings is as follows:
| 2021 January 1 $ 43,847,965 Appropriation and distribution of earnings: - Legal reserve ( 773,316) - Special reserve - - Cash dividend ( 1,129,721) - Share dividend ( 1,694,582) Equity instruments valuation profit or loss measured at fair value through disposal of other comprehensive income 153,391 Changes in associates & joint ventures accounted for using equity method 18,843 Net Income Current Period 15,567,663 Remeasurements of defined benefit obligation - The Group 4,022 - Associates 80,323 Effect of income tax on Remeasurements of defined benefit obligation - The Group ( 727) - Associates ( 1,166) December 31 $ 56,072,695 |
2020 $ 6,187,778 ( 618,778) 33,370,110 ( 2,824,303) - ( 86,093) 4,255 7,908,311 1,166 ( 95,572) ( 258) 1,349 $ 43,847,965 |
|---|---|
Other equity items
| January 1 Unrealized valuation profit or loss of financial assets: - Group -Changes in the Group’s disposal - Tax related to the group - Associate - Changes in disposal of associates - Tax related to the associates Foreign currency translation differences: |
2021 Unrealized valuation profit or loss $ 28,853,184 195,730 ( 153,391) 214,268 ( 19,430,698) ( 15,048) 256,302 |
Foreign currency translation ($ 655,245) - - - - - - |
Hedging reserve $ 215 - - - - - - |
Reclassification by the overlay approach Total $ 12,508,213 $ 40,706,367 - 195,730 - ( 153,39 1) - 214,268 - ( 19,430,698 ) - ( 15,04 8) - 256,302 |
|---|---|---|---|---|
~77~
| - Group - Tax related to the group - Associate - Tax related to the associates Reclassification by the overlay approach: - Associate - Tax related to the associates December 31 |
- - - - - - $ 9,920,347 |
( 246,728) 49,345 ( 35,085) 2,058 - - ($ 885,655) |
- - - - - |
- ( 246,72 8) - 49,345 - ( 35,08 5) - 2,058 5,870,290 5,870,290 ( 79,65 8) ( 79,65 8) $ 18,298,845 $ 27,333,752 |
- ( 246,72 8) - 49,345 - ( 35,08 5) - 2,058 5,870,290 5,870,290 ( 79,65 8) ( 79,65 8) $ 18,298,845 $ 27,333,752 |
|---|---|---|---|---|---|
| - $ 215 |
8) $ 18,298,845 |
||||
| Unrealized valuation profit or loss Foreign currency translation January 1 $ 13,146,210 ( $168,972) Unrealized valuation profit or loss of financial assets: - Group ( 435,760) - -Changes in the Group’s disposal 86,093 - - Tax related to the group 131,729 - - Associate 16,144,490 - - Changes in disposal of associates ( 4,255) - - Tax related to the associates ( 215,323) - Foreign currency translation differences: - Group - ( 519,364) -Changes in the Group’s disposal - ( 3,976) - Tax related to the group - 104,668 - Associate - ( 71,814) - Tax related to the associates - 4,213 Cash flow hedge: - Associates - - - Tax related to the associates - - Reclassification by the overlay approach: - Associate - - - Tax related to the associates - - December 31 $ 28,853,184 ($ 655,245) Operation income 2021 Revenue from contracts with customers: Revenue from sales of real estate |
Reclassification by the overlay approach $ 602,158 - - - - - - - - - - - - - 12,069,838 ( 163,783) $ 12,508,213 2020 - |
Reclassification by the overlay approach $ 602,158 - - - - - - - - - - - - - 12,069,838 ( 163,783) $ 12,508,213 2020 - |
Total $ 13,579,683 ( 435,760) 86,093 131,729 16,144,490 ( 4,255) ( 215,323) ( 519,364) ( 3,976) 104,668 ( 71,814) 4,213 ( 73) 1 12,069,838 ( 163,783) $ 40,706,367 - |
||
|---|---|---|---|---|---|
- |
|||||
| $ 215 | $ |
||||
~78~
| Revenue from sales of goods Dividend income Rental income Other operating revenue |
$ 2,495,274 133,521 66,812 374 $ 2,695,981 |
$ 2,473,420 195,305 66,824 845 $ 2,736,394 |
|---|---|---|
~79~
- Detail of customer contract income
The Group’s revenue is mainly from the transfer of products and services over time or at a point in time, and it can be broken down into the main segments below:
| 2021 Departmental revenue Revenue from internal department transactions Revenue from contracts with external customers 2020 Departmental revenue Revenue from internal department transactions Revenue from contracts with external customers |
Textile segment $ 1,209,413 ( 527,875) $ 681,538 Textile segment $ 499,763 ( 570) $ 499,193 |
Retail segment $ 537,558 ( 13,806) $ 523,752 Retail segment $ 986,486 ( 351,901) $ 634,585 |
Hypermarket segment $ 1,289,984 - $ 1,289,984 Hypermarket segment $ 1,339,642 - $ 1,339,642 |
Total $ 3,036,955 ( 541,681) $ 2,495,274 Total $ 2,825,891 ( 352,471) $ 2,473,420 |
|---|---|---|---|---|
- Contract assets and liabilities (related parties included)
The Group did not recognize contract assets related to revenue from customer contracts as of December 31, 2021 and 2020. In addition, the contract liabilities recognized by the Group are as follows:
| 2. Contract liabilities | December 31, 2021 $ 24,348 |
December 31, 2020 $ 22,597 |
Six months ended |
|---|---|---|---|
| $ 13,990 |
Operation Cost
| Costs of clients’ contracts Cost of sales of goods Lease costs: Rental cost |
2021 $ 1,739,534 11,225 $ 1,750,759 |
2020 $ 1,748,378 12,296 $ 1,760,674 |
|---|---|---|
Interest revenue
| Interest on cash in banks | 2021 $ 26,964 |
2020 $ 178,275 |
|---|---|---|
~80~
| Interest income from the financial assets measured at amortized costs 10,995 Imputed interest for deposit 77 $ 38,036 Other income 2021 Rent income $ 3,592 Dividend income 147,506 Other income 50,696 $ 201,794 Other gains and losses 2021 Gains on disposals of real estate, plant and equipment $ 18,023 Write-off of loss on investment properties ( 7) Write-off of loss on intangible assets - Net gain on disposal of investment - Gains on lease modifications - Net foreign exchange loss ( 202,629) Gains on Financial assets at fair value through profit or loss 143,521 Gains on reversal of financial assets impairment loss - Gains on reversal of impairment of property, plant and equipment - Others ( 7,528) ($ 48,620) Financial costs 2021 Interest Cost Bank loan and short-term notes and bills $ 310,676 Lease liabilities 1,721 Others 5,156 Other financial expenses 9,105 $ 326,658 |
Interest income from the financial assets measured at amortized costs 10,995 Imputed interest for deposit 77 $ 38,036 Other income 2021 Rent income $ 3,592 Dividend income 147,506 Other income 50,696 $ 201,794 Other gains and losses 2021 Gains on disposals of real estate, plant and equipment $ 18,023 Write-off of loss on investment properties ( 7) Write-off of loss on intangible assets - Net gain on disposal of investment - Gains on lease modifications - Net foreign exchange loss ( 202,629) Gains on Financial assets at fair value through profit or loss 143,521 Gains on reversal of financial assets impairment loss - Gains on reversal of impairment of property, plant and equipment - Others ( 7,528) ($ 48,620) Financial costs 2021 Interest Cost Bank loan and short-term notes and bills $ 310,676 Lease liabilities 1,721 Others 5,156 Other financial expenses 9,105 $ 326,658 |
9,685 111 $ 188,071 2020 $ 3,798 214,745 67,559 $ 286,102 2020 $ 16,258 ( 4) ( 1,923) 3,976 81 ( 341,811) 141,187 991 44 ( 689) ($ 181,890) 2020 $ 321,519 1,248 6,965 6,175 $ 335,907 |
|---|---|---|
($ |
||
$ 326,658 |
~81~
Additional information of expenses by nature
| 2021 Raw materials and supplies consumed $ 69,142 Changes in inventories of finished goods and work-in-process 558,766 Changes in merchandise inventory 1,237,610 Contract processing expense 75,092 Gain from the price recovery of inventory declines ( 201,076) Employee benefit expense 457,422 Depreciation expenses for property, plant and equipment 46,554 Depreciation expenses for investment properties 11,225 Depreciation expenses for right-of-use assets 52,243 Amortization expense 3,264 Expected credit impairment losses (gains on reversal) ( 1,659) Other operating costs and expenses 349,235 $ 2,657,818 |
2020 $ 32,127 426,394 1,284,983 106,395 ( 109,782) 471,674 41,881 12,296 51,058 4,003 750 362,350 $ 2,684,129 |
|---|---|
Employee benefit expense
| Wages and salaries Labor and Health Insurance costs Pension expense Remuneration for Directors Other employment fees |
2021 $ 365,618 32,894 17,206 27,300 14,404 $ 457,422 |
2020 $ 378,351 32,744 18,124 27,450 15,005 $ 471,674 |
|---|---|---|
- In accordance with the Articles of Incorporation of the Company, when the Company has a profit in a fiscal year, 0.3% to 5% of such profit shall be distributed as the employees’ compensation; however, when the Company still has accumulated losses, amount still be reserved in advance to make up the losses. The remuneration to employees as stated in the preceding paragraph can be paid in cash or with stock dividends, and the object of distribution must include employees of the subordinate company that meet certain conditions.
~82~
- For the years ended December 31, 2021 and 2020, employees’ compensation was estimated at NT$47,660 and NT$27,884, respectively. The aforementioned amounts were estimated at 0.3% of the year's profitability and accounted for in salary expenses.
As for the employees’ compensation for 2021, the actual amount allocated by the board of directors is consistent with the estimated amount and will be paid in cash.
Employees’ compensation for 2020 as resolved by the board of directors was in agreement with the amount of NT$27,884 recognized in the 2020 financial statements and would be paid in cash; and was paid out in January 2022.
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.
Income tax
1. Income tax expense:
- (1) Components of Income tax expense:
| Current income tax: Income tax occurred in the current period Extra imposed on undistributed earnings Underestimate (Overestimate) of income tax for prior years Total income tax for current period Deferred income tax: Origination and reversal of temporary differences Income tax expense |
2021 $ 720,599 206,621 5,055 932,275 ( 660, |
2020 $ 109 1,362,549 ( 2, |
|---|---|---|
015) 1,360,643 ( 1, |
||
912) $ 271,363 |
793) $ 1,358,850 |
~83~
- (2) Income tax expense relating to components of other comprehensive
income:
| Changes in unrealized valuation profit or loss - group Differences on translation of foreign operations - group Portion of other comprehensive income from the associates Remeasurements of defined benefit obligation - group |
2021 ($ 214,268) ( 49,345) ( 177,536) 727 ($ 440,422) |
2020 ($ 131,729) ( 104,668) 373,543 258 $ 137,404 |
|---|---|---|
- (3) The income tax direct (debit) credit equity is as follows:
| Capital surplus Reconciliation between income Imputed income taxes on pre-tax income at a statutory tax rate Expenses to be excluded as stipulated in the tax law Income with exemption from tax as stipulated in the tax law Tax loss on unrecognized deferred income tax assets Temporary differences on unrecognized deferred income tax liabilities Changes in realizability evaluation on deferred income tax assets Income tax imposed on undistributed earnings Underestimate (Overestimate) of income tax for prior years Income tax expense |
2021 2020 ($ 148) $ 6 tax expense and accounting profit 2021 2020 $ 3,178,328 $ 1,881,575 1,148 645 ( 3,237,398) ( 1,946,612) 1,683 82,352 ( 6,893) ( 19,584) 122,819 ( 60) 206,621 1,362,549 5,055 ( 2,015) $ 271,363 $ 1,358,850 |
|---|---|
- Reconciliation between income tax expense and accounting profit
~84~
- Amounts of deferred tax assets or liabilities as a result of temporary differences, taxation loss and investment tax credit are as follows:
| 2021 January 1 Temporary differences: - Deferred income tax assets: Loss for market price decline and obsolete and slow-moving inventories $ 102,953 Impairment loss on fixed assets 8,659 Impairment loss on deferred expenses 426 Impairment loss on investment properties 2,606 Impairment loss on other assets 55,145 Allowance for bad debt exceeding the limits 949 Unrealized foreign exchange losses 10,794 Impairment loss using equity method 90,406 Domestic investment loss 86,685 Unrealized gains or losses among companies 828 Loss carryforwards 112,779 Portion of other comprehensive income from the associates 182,618 Remeasurements of defined benefit obligation10,187 Subtotal 665,035 - Deferred income tax liabilities: Foreign investment gain 1,671,554 Gains on Financial assets at fair value through profit or loss 66,712 Changes in unrealized valuation profit or loss 47,451 Portion of other comprehensive income from the associates 611,331 Subtotal 2,397,048 Total ($ 1,732,013) |
2021 January 1 $ 102,953 8,659 426 2,606 55,145 949 10,794 90,406 86,685 828 112,779 182,618 n10,187 |
Recognized in profit and loss ($ 40,215) ( 2,839) ( 230) ( 85) ( 4,728) ( 348) 10,945 - ( 9,881) ( 211) ( 112,779) - - ( 160,371) ( 847,173) 25,890 - - ( 821,283) $ 660,912 |
Recognized as other | Recognized in equity $ - - - - - - - - - - - - - - - - - 148 148 ($ 148) |
December 31 $ 62,738 5,820 196 2,521 50,417 601 21,739 90,406 76,804 617 - 541,701 9,494 863,054 |
|---|---|---|---|---|---|
comprehensive income $ - - - - - - - - - - - 359,083 ( 693) 358,390 - - 94,612 ( 176,644) ( 82,032) $ 440,422 |
|||||
665,035 |
|||||
824,381 92,602 142,063 434,835 |
|||||
2,397,048 |
1,493,881 ($ 630,827) |
||||
($ 1,732,013) |
| 2020 January 1 Temporary differences: - Deferred income tax assets: Loss for market price decline and obsolete and slow-moving inventories $ 124,141 Impairment loss on fixed assets 12,180 Impairment loss on deferred expenses 656 Impairment loss on investment properties 2,691 Impairment loss on other assets 60,247 Allowance for bad debt exceeding the limits 847 Unrealized foreign exchange losses 13,512 Impairment loss using equity method 90,406 Domestic investment loss 86,750 Unrealized gains or losses among companies - Loss carryforwards - Portion of other comprehensive income from the associates 36,192 Remeasurements of defined benefit obligation 10,455 |
Recognized in profit and loss ($ 21,188) ( 3,521) ( 230) ( 85) ( 5,102) 102 ( 2,718) - ( 65) 828 112,779 - - |
Recognized as other | Recognized in equity $ - - - - - - - - - - - - - |
December 31 $ 102,953 8,659 426 2,606 55,145 949 10,794 90,406 86,685 828 112,779 182,618 10,187 |
|---|---|---|---|---|
comprehensive income $ - - - - - - - - - - - 146,426 ( 268) |
~85~
| Subtotal 438,077 - Deferred income tax liabilities: Foreign investment gain 1,629,050 Gains on Financial assets at fair value through profit or loss 30,209 Changes in unrealized valuation profit or loss 84,019 Portion of other comprehensive income from the associates 291,207 Subtotal 2,034,485 Total ($ 1,596,408) |
438,077 | 80,800 42,504 36,503 - - 79,007 $ 1,793 |
146,158 - - ( 36,568) 320,130 283,562 ($ 137,404) |
- - - - ( 6) ( 6) $ 6 |
665,035 |
|---|---|---|---|---|---|
1,671,554 66,712 47,451 611,331 |
|||||
2,034,485 |
2,397,048 ($ 1,732,013) |
||||
($ 1,596,408) |
~86~
- Expiration dates of loss carryforward and amounts of unrecognized deferred tax assets are as follows:
December 31, 2021
| Year of occurrence |
Declared/ Verified $ 19,479 32,850 14,796 5,997 5,332 1,384 73,900 583,867 960,481 8,415 |
Amount not deducted $ 19,479 32,850 14,796 5,997 5,332 1,384 73,900 2,803 4,518 8,415 |
Non-recognized amount of deferred |
The final year in |
|---|---|---|---|---|
which the tax deduction is applied 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 |
||||
| income tax assets $ 19,479 32,850 14,796 5,997 5,332 1,384 73,900 2,803 4,518 8,415 $ 169,474 |
||||
| 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 |
||||
$ 1,706,501 |
$ 169,474 |
December 31, 2020
| Year of occurrence |
Declared/ Verified $ 64,149 19,479 32,850 14,796 5,997 5,332 1,384 73,900 593,676 975,647 |
Amount not deducted $ 64,149 19,479 32,850 14,796 5,997 5,332 1,384 73,900 2,803 4,624 |
Non-recognized amount of deferred |
The final year in |
|---|---|---|---|---|
which the tax deduction is applied 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 |
||||
| income tax assets $ 64,149 19,479 32,850 14,796 5,997 5,332 1,384 73,900 2,803 4,624 $ 225,314 |
||||
| 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 |
||||
$ 1,787,210 |
$ 225,314 |
- Deductible temporary differences that are not recognized as deferred income tax liabilities by the Group
~87~
| Deductible temporary differences | December 31, 2021 ($ 37,243) |
December 31, 2020 ($ 95,937) |
|---|---|---|
| 6. The Company’s income tax returns through | 6. The Company’s income tax returns through | 2019 have | been assessed as | been assessed as |
|---|---|---|---|---|
| approved by the Tax Authority. | ||||
| Non-controlling Interest | ||||
| 2021 | 2020 | |||
| January 1 | $ | 10,002,716 | $ |
10,856,405 |
| Decrease in the acquired cash dividends | ( | 5,105,780) | - | |
| Net Income Current Period | 72,968 | 183,038 | ||
| Differences on translation of foreign operations( | 245,088) | ( |
525,105) | |
| Changes in unrealized valuation profit or loss | ( | 1,551,719) | ( | 459,159) |
| Remeasurements of defined benefit plans | 534 | ( |
172) | |
| Net changes in non-controlling interest | ( | 148,500) | ( |
52,291) |
| December 31 | $ | 3,025,131 | $ |
10,002,716 |
Earnings per share
| 2021 After-tax amount Basic earnings per share Net income attributable to ordinary shareholders of the parent $15,567,663 Diluted earnings per share Net income attributable to ordinary shareholders of the parent $15,567,663 Dilutive potential ordinary shares effecting employee compensation - Effects of the net income attributable to ordinary shareholders of the parent plus potential ordinary shares $15,567,663 |
2021 After-tax amount Basic earnings per share Net income attributable to ordinary shareholders of the parent $15,567,663 Diluted earnings per share Net income attributable to ordinary shareholders of the parent $15,567,663 Dilutive potential ordinary shares effecting employee compensation - Effects of the net income attributable to ordinary shareholders of the parent plus potential ordinary shares $15,567,663 |
Retroactively adjusted number of shares outstanding (thousand shares) 692,235 692,235 601 692,836 |
Earnings per share (NTD) $ 22.49 $ 22.47 |
|
|---|---|---|---|---|
| $15,567,663 |
~88~
| Basic earnings per share Net income attributable to ordinary shareholders of the parent Diluted earnings per share Net income attributable to ordinary shareholders of the parent Dilutive potential ordinary shares effecting employee compensation Effects of the net income attributable to ordinary shareholders of the parent plus potential ordinary shares |
2020 After-tax amount $ 7,908,311 |
Retroactively adjusted number of shares outstanding (thousand shares) 692,235 692,235 502 692,737 |
Earnings per share (NTD) $ 11.42 $ 11.42 |
|
|---|---|---|---|---|
$ 7,908,311 - |
||||
| $ 7,908,311 |
The above retroactive adjustments to the number of shares outstanding have been retroactively adjusted in proportion to the capitalization of retained earnings in 2021.
Cash flow supplementary information
- Investing activities paid partially by cash:
| Acquisition of property, plant and equipment Add: Payables for equipment at the beginning of the period Less: Payables for equipment at the end of the period Cash payments for current period Purchase of Investment real estate Add: Other payables at the beginning of the period Less: Other payables at the end of the period Cash payments for current period |
2021 $ 9,347 9,915 ( 2,799) $ 16,463 2021 $ 433 326 - $ 759 |
2020 $ 82,332 454 ( 9,915) $ 72,871 2020 $ 879 - ( 326) $ 553 |
|---|---|---|
~89~
| Purchase of intangible assets Less: Other payables at the end of the period Cash payments for current period |
2021 $ 2,650 ( 640) $ 2,010 |
2020 $ - - $- |
|---|---|---|
- Operating and investing activities with no cash flow effects:
| Right-of-use assets reclassified to investment property Prepayments for business facilities reclassified to real estate, plant and equipment Inventories reclassified to Investment real estate |
2021 $- $ 762 $ 1,696,889 |
2020 $ 1,585 $ 11,227 $- |
|---|---|---|
Liabilities from financing activities
| 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Long-term borrowings | |||||||
| (including due within one | Lease liabilities |
Total liabilities from | |||||
| Short-term borrowings |
Short-term notes and bills payable |
Guarantee deposits received |
year and one operating cycle) |
(Including one year) |
due within |
~~f~~inancing activities | |
| January 1 | $2,287,700 | $ 1,069,319 | $ 738,568 | $ 29,499,731 | $ | 66,783 | $ 33,662,101 |
| Changes of the financing cash flows |
( 1,187,700) | 1,210,000 | ( 12,074) | 1,382,500 | ( | 52,188) | 1,340,538 |
| Other non-cash changes | - | ( 2,048) | - | 164 | 187,135 | 185,251 | |
| December 31 | $1,100,000 | $ 2,277,271 | $ 726,494 | $ 30,882,395 | $ | 201,730 | $ 35,187,890 |
| 2020 | |||||||
| Long-term borrowings | |||||||
| Short-term borrowings |
Short-term notes and bills payable |
Guarantee deposits received |
(including due within one year and one operating cycle) |
Lease liabilities (Including due within one year) |
Total liabilities from ~~f~~inancing activities |
||
| January 1 | $1,403,200 | $ 1,069,371 | $ 741,243 | $ 28,175,000 | $ | 66,340 | $ 31,455,154 |
| Changes of the financing cash flows |
884,500 | - | ( 2,675) | 1,325,000 | ( | 52,166) | 2,154,659 |
| Other non-cash changes | - | ( 52) | - |
( 269) | 52,609 | 52,288 | |
| December 31 | $2,287,700 | $ 1,069,319 | $ 738,568 | $ 29,499,731 | $ | 66,783 | $ 33,662,101 |
VII.Transaction with Related Parties
(I) Names of related parties and relationship
Ruentex Development Co., Ltd. (Ruentex Development)
Associate (the investee company accounted for under the equity method by the Company)
Name of the related party
Relationship with the Group
~90~
Associate (the investee company accounted for Ruen Chen Investment Holdings Ltd. under the equity method by the Company) Associate (the investee company accounted for Ruen Fu Newlife Corp. under the equity method by the Company) Nan Shan Life Insurance Co., Ltd. (Nan Shan Life Insurance)[Associate (the investee company accounted for ] under the equity method by the Company) Nan Shan General Insurance Co., Ltd. Other related party (subordinate company of an investee accounted for under the equity method by the Company) Other related party (the Company is a juridical RT-MART International Co., Ltd. person director of the company) (RT-Mart) Ruentex Xuzhan Co. Ltd. Other related party (subordinate company of an investee accounted for under the equity method by the Company) Ruentex Engineering & Construction Co., Ltd. Other related party (subordinate company of an (Ruentex Engineering) investee accounted for under the equity method by the Company) Ruentex Interior Design Inc. Other related party (subordinate company of an investee accounted for under the equity method by the Company) Ruentex Construction Co., Ltd. Other related party (subordinate company of an investee accounted for under the equity method by the Company) Huei Hong Investment Co., Ltd. Other related party (a representative of a juridical corporate director of the subordinate company of an investee accounted for under the equity method by the Company is the representative of the juridical corporate director of the company) Yi Tai Investment Co., Ltd. Other related party (the Company’s representative of juridical person director is the representative of the juridical person director of the company) Ruentex Property Management Other related party (subordinate company of an and Maintenance Co., Ltd. investee accounted for under the equity method by the Company) Ruen Hua Dyeing & Weaving Co., Ltd. Other related party (the Company’s representative of juridical person director is the representative of the juridical person director of the company) Other related party (the Company’s juridical person Ruentex Xing Co. Ltd. director) Ruentex Material Co., Ltd. Other related party (subordinate company of an investee accounted for under the equity method by the Company) Ruentex Security Co., Ltd. Other related party (subordinate company of an investee accounted for under the equity method by the Company) Ruentex Construction International Co., Ltd. Other related party (subordinate company of an investee accounted for under the equity method by the Company) Ruentex Pai Yi Co., Ltd. Other related party (subordinate company of an investee accounted for under the equity method by the Company) Ruentex Construction Co., Ltd. Other related party (a member of the management of the subordinate company of an investee accounted for under the equity method by the Company is the representative of juridical person director of the company) Other related party (the Company’s juridical person Shu-Tien Urology and Ophthalmology Clinic director) Other related party (the relative within the first Samuel Yen-Liang Yin degree of kinship of the representative of the
~91~
juridical corporate director of the Company)
~92~
Significant related party transactions and balances
1. Operating revenue
| Sale of goods: Associates Other related parties Rental income: Associates Other related parties |
2021 $ 1,272 14,326 126 31,565 $ 47,289 |
2020 $ 1,055 23,088 1,583 25,590 $ 51,316 |
|---|---|---|
- (1) The Group leased the land in the Sihu Section in Yangmei and four parcels of land in the Zhennan Section in Wuqi District to other related par ties under an operating lease. The negotiation between both parties determined the transaction price and the payment was collected according to the contract timeline signed by both parties. The lease term is from July 2017 to June 2022. The future minimum lease receivable for the irrevocable contract above is as follows:
| Less than one years More than one year and less than five years |
December 31, 2021 $ 18,723 - $ 18,723 |
December 31, 2020 $ 22,173 11,087 $ 33,260 |
|---|---|---|
-
(2) The Group signed a lease contract with other related parties in June 2020 to lease the land and buildings in Yangmei under an operating lease at a monthly rent of NT$2,815. It will review and adjust the rent based on the price index every five years according to the contract. However, the aforementioned lease subject matter is still being sorted out, and its lease term is 20 years from the actual handover date. As of December 31, 2021, the lease subject matter has not yet been handed over.
-
(3) There is no significant difference in the Group’s transactions prices and payment terms for goods sold between related parties and non-related parties.
-
Purchases of goods
2021
2020
~93~
| Purchase of goods: Other related parties - RT-Mart |
$ 483,456 | $ 380,224 |
|---|---|---|
There is no significant difference in the Group's transaction prices and payment terms for purchases of goods between related parties and non -related parties.
3. Receivables from related parties
| Accounts receivable: Associates Other related parties Other receivables: Associates -Nan Shan Life Insurance -Ruentex Development -Others Other related parties - RT-Mart -Others |
December 31, 2021 $ 9 807 $ 816 $ 4,545 482 90 2,860 1,170 $ 9,147 |
December 31, 2020 $ 344 2,146 $ 2,490 $ 4,545 345 90 2,785 1,648 $ 9,413 |
|---|---|---|
(1) Please refer to Note 6 (2) for the aging analysis of notes and accounts receivable.
(2) Other accounts receivable are mainly receivables from related pa rties for services, computer services, interest, and capital reduction.
4. Payables to related parties
| Notes payable: Associates Other related parties - RT-Mart -Others Accounts payable: Associates Other related parties |
December 31, 2021 $ 39 87,725 616 $ 88,380 $ 171 |
December 31, 2020 $ 35 49,811 285 $ 50,131 $ - |
|---|---|---|
~94~
| - RT-Mart Other payables: Associates Other related parties - RT-Mart -Others |
18,314 $ 18,485 $ 97 13,586 117 $ 13,800 |
14,278 $ 14,278 $ 97 14,155 444 $ 14,696 |
|---|---|---|
Other payables are mainly payables to related parties for services, insurance services, royalties, and equipment purchases.
~95~
5. Non-operating Income and Expenses
| Interest revenue: Associates -Nan Shan Life Insurance Dividend income: Other related parties -Ruentex Engineering & Construction -Others Other income: Associates Other related parties -Ruentex Engineering & Construction -Others |
2021 $ 8,750 $ 81,306 5,497 $ 86,803 $ 6,438 9,183 8,031 $ 23,652 |
2020 $ 8,750 $ 56,820 3,498 $ 60,318 $ 4,923 10,674 7,003 $ 22,600 |
|---|---|---|
(1) Interest income is mainly generated from the financial assets measured at amortized costs.
(2) Dividend income is mainly generated from financial assets measured at fair value through other comprehensive income.
(3) Other income mainly refers to income from leasing and management services provided to related parties.
6. Entrusted management and procurement agreement of the Wholesale Business Department
-
(1) In November 1998, the Company and other related parties signe d the entrusted management and procurement agreement for the Zhonghe Hypermarket to authorize other related parties to provide the hypermarket management and joint procurement services. The agreement period is from November 1998 to December 2023 after multiple additions of supplementary agreements and extensions based on mutual agreement.
-
(2) The royalties (including return on earnings) in 2021 and 2020 were NT$21,166 and NT$28,486, respectively.
-
Property transactions
Acquisition and disposal of financial assets
~96~
Please refer to the description of Note 6(5) and 7.
8. Endorsements or Guarantees made by related parties
| Key management personnel | December 31, 2021 $ 46,258,540 |
December 31, 2020 $ 40,729,915 |
|---|---|---|
9. Others
Please refer to Note 6(13).
Key management compensation information
| Wages and salaries and other short-term employee benefits Post-employment benefits Total |
2021 $ 55,960 1,479 $ 57,439 |
2020 $ 61,096 1,244 $ 62,340 |
|---|---|---|
VIII.Pledged Assets
The Group’s assets pledged as collateral are as follows:
| Asset items Investments accounted for using equity method Inventories Property, plant, and equipment Financial assets at fair value through other comprehensive income acquired - non-Current Investment real estate Financial Assets at amortized cost- non-Current |
Carrying amount December 31, 2021 $ 17,969,046 261,483 1,181,397 1,389,865 1,802,628 624,083 |
December 31, 2020 $ 14,446,254 1,958,372 1,195,882 1,119,503 102,450 638,117 |
For guarantee purpose |
|---|---|---|---|
For mid- and long-term loans, short-term borrowings, and issue of commercial paper Mid- and long-term loans Mid- and long-term loans Mid- and long-term loans Mid- and long-term loans For legal litigation, tariffs, and short-term borrowings |
IX.Significant Contingent Liabilities and Unrecognized Commitments
Except for those mentioned below, please refer to Notes 6 (7), (9), (10), (17), and 7 for information on other material contingent liabilities and unrecognized contractual commitments:
~97~
In order to help solve the problem of insufficient school buildings in elementary schools in Hsinchu County, the Group signed a land exchange agreement with the Hsinchu County Government in February 2021, to exchange the land held in Taifeng Section, Xinfeng Township, Hsinchu County (accounted for under property, plant, and equipment) for the land in Pingding Section, Xinfeng Township, Hsinchu County, held by the Hsinchu County Government; however, the valuation process for the aforementioned transaction has not been completed as of March 15, 2022.
X.Significant Disaster Loss
None.
XI.Significant subsequent events
Except described in Note 6(31), there is no other subsequent event.
~98~
XII.Others
- (I) Assessment of the impact of the COVID 19 pandemic
The outbreak of the COVID-19 pandemic in early 2020 impacted the global economy and significantly weakened the consumption power at home and abroad. Since 2021, the overseas pandemic has slowed down. Although the pandemic escalated in Taiwan, each segment’s operating income has maintained at the same level or fluctuated slightly compared with the same period last year. The Group will continue to implement the principle of risk diversification to reduce the degree of impact of the pandemic on the overall operations.
The Group continues to pay attention to the development of the pandemic and to strengthen supply chain management. It implements epidemic management and prevention measures in the office area to stabilize production and shipments.
(II) Capital management
The Group’s capital management is to ensure its going concern and maintain the best capital structure to reduce capital cost, so as to provide returns to its shareholders. In order to maintain or adjust capital structure, the Group may adjust dividend distribution, return capital to shareholders, issue new shares or dispose assets to optimize the capital structure. The Group manages its capital through liabilities-to-capital ratio that is the ratio of net liabilities over total capital. The net liabilities is equal to total borrowings (including “current and non-current borrowings” on the consolidated financial statements) deducting cash and cash equivalents. Total capital is the “equity” stated on the consolidated balance sheet plus net liabilities.
The Group’s strategy for year 2021 is consistent with that of year 2020. The Group’s liabilities to capital ratios as of December 31, 2021 and 2020 were as follows:
| Total borrowings Less: Cash and cash equivalents Net debt Total equity Total capital Debt-to-total-capital ratio |
December 31, 2021 $ 34,259,666 ( 12,670,498) 21,589,168 109,986,577 $ 131,575,745 16.41% |
December 31, 2020 $ 32,856,750 ( 19,164,077) 13,692,673 115,606,494 $ 129,299,167 10.59% |
|---|---|---|
~99~
(III) Financial instruments
1. Type of financial instruments
| Type of financial instruments | Type of financial instruments | |
|---|---|---|
| December 31, 2021 December 31, 2020 Financial assets Financial assets at fair value through profit or loss - non- current $ 2,695,926 $ 2,334,021 Financial assets at fair value through other comprehensive income acquired - Current and non-Current9,411,176 11,190,047 Financial Assets at amortized cost Cash and cash equivalents 12,670,498 19,164,077 Notes receivable 280 287 Accounts receivable 186,438 171,936 Accounts receivable - related party 816 2,490 Other receivables 12,560 9,070 Other receivables - related Party 9,147 9,413 Financial Assets at amortized cost 874,083 888,117 Refundable deposits (listed as other non-current assets)45,250 45,479 $ 25,906,174 $ 33,814,937 Financial liabilities Financial liabilities are carried at amortized cost Short-term borrowings $ 1,100,000 $ 2,287,700 Short-term bills payable 2,277,271 1,069,319 Notes payable 13,195 13,654 Bills payable - related parties 88,380 50,131 Accounts payable 189,613 201,279 Accounts payable - related party 18,485 14,278 Other payables 283,501 274,292 Other Payable - Related Party 13,800 14,696 Long-term borrowings (including due within one year or one operating cycle) 30,882,395 29,499,731 Guarantee deposits received (listed as other non- current liabilities) 726,494 738,568 $ 35,593,134 $ 34,163,648 Lease liabilities - current and non-current $ 201,730 $ 66,783 |
December 31, 2020 $ 2,334,021 11,190,047 19,164,077 287 171,936 2,490 9,070 9,413 888,117 45,479 $ 33,814,937 |
|
$ 201,730 |
$ 66,783 |
~100~
-
Risk management policies
-
(1) The Group ‘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.
-
(2) Risk management is carried out by the Group’s Finance Department under policies approved by the Board of Directors. Finance Department identified, evaluates and hedges financial risks in close cooperation with the Group’s operating units. 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 Group holds multiple investments in foreign operations, and net assets of such investments are exposed to foreign exchange risk. Also, the Group's business involves multiple non-functional currencies that may be impacted by changes to foreign exchange rate. Information for foreign-currency-denominated assets and liabilities that may be impacted by foreign exchange risk is as follows:
December 31, 2021
| Exchan | Sensitivity analysis Carrying amount (NT$) Range of variation Effects on profit and loss $10,440,7 58 5% $ 522,038 1,186 5% 59 30,8555% 1,543 |
Effects on other |
|---|---|---|
| comprehensive | ||
| ge rate | income $ - - - |
|
27.680 3.550 4.344 |
~101~
| USD:NTD$ 126 HKD:NTD151 December 31, 2020 Foreign currency (in thousands of NTD) Financial assets Monetary item USD:NTD$ 230,341 HKD:NTD1,291 CNY:NTD836 Financial liabilities Monetary item USD:NTD$ 136 HKD:NTD182 |
27.680 3.550 Exchan |
$ 3,488 5% $ 174 536 5% 27 Sensitivity analysis Carrying amount Range of variation Effects on profit and loss (NT$) $ 6,560,1125% $ 328,006 4,738 5% 237 3,659 5% 183 $ 3,873 5% $ 194 668 5% 33 |
$ - - Effects on other comprehensive income $ - - - $ - - |
|---|---|---|---|
| ge rate | |||
28.480 3.670 4.377 28.480 3.670 |
- B. Foreign exchange risk has significant impact on the Group, and the foreign exchange gains or losses (including realized and unrealized) on monetary items recognized were NT$202,629 and NT$341,811, for the years ended December 31, 2021 and 2020, respectively.
Price risk
-
A. The Group's debt and equity instruments exposed to price risk were the financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. In order to manage its equity instruments investment against price risk, the Group diversified its investment portfolio based on the limits set by the Group.
-
B. The Group has mostly invested in equity instruments issued b y domestic or foreign companies, and the prices of such equity instruments would change due to the change of the future value of investee companies. If the prices of these equity instruments had increased/decreased by 5% with all other variables held constant, gains or losses on equity instruments at fair value through other comprehensive income and available-for-sale financial assets for the years ended December 31, 2021 and 2020 would have
~102~
increased/decreased by NT$470,559 and NT$559,502.
- C. The Group has mostly invested in domestic convertible bonds and foreign debt instruments issued via privately offered fund, and the prices of such debt instruments would change due to the change of the future value of said instruments. If the prices of such debt instruments had increased/decreased by 5% with all other variables held constant, the net income after tax for 2021 and 2020 arising from gains or losses on debt instruments at fair value through profit or loss would increase or decrease by NT$107,837 and NT$93,361.
Cash flow and fair value interest rate risk
-
A. The Group’s interest rate risk arises from total borrowings with floating interest rates that expose the Group to cash flow interest rate risk. For the years ended December 31, 2021 and 2020, the Group’s borrowings issued at variable rates were mostly denominated in New Taiwan Dollars.
-
B. The Group’s borrowings were measured at amortized cost, and the interest rate is reset every year as specified in the contracts. Therefore, the Group is expose to interest rate risk from any future market interest rate change.
-
C. If interest rates on borrowings had been 0.5% higher or lower with all other variables held constant, profit after income tax for the years ended December 31, 2021 and 2020 would have increased/decreased NT$137,039 and NT$131,427, respectively, due to change of interest expenses of borrowings at variable interest rate.
~103~
-
(2) Credit risk
-
A. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. Credit risk arises from outstanding accounts receivable that counterparties fail to deliver in accordance with the payment terms in the categories of financial assets measured at fair value through profit and loss, financial assets measured at fair value through other comprehensive income, and contractual cash flow measured at amortized cost.
-
B. The Group manages it credit risk based on a Group-oriented system. For corresponding banks and financial institutions, it is set that only those with an independent credit rating equal to or higher than the investment grade can be accepted as trading counterparties. Following the internal credit policies, before setting the terms and conditions for payments and delivery with a new customer, each entity of the Group should assess new customer’s credit risk and conduct credit risk management. 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 Group uses the presumptions provided by IFRS 9 that a loan that is 90 days past due is credit-impaired.
-
D. The Group uses IFRS to provide the following assumptions, to determine if the credit risks of the financial instrument significantly increased since the initial recognition.
-
(A) 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.
-
(B) With an external rating agency rated as investment grade at the balance sheet date, the financial asset will be regarded as having low credit risk.
-
-
E. The indicators for determine the impairment of the debt instrument investment used by the Group is as the following:
- (A) The possibilities that an issuer has a significant financial difficulty, or will become bankrupt or financial reorganized;
~104~
-
(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. Receivables are grouped based on customer’s types, and the Group applies the simplified approach using loss rate methodology to estimate the expected credit loss.
-
G. After the collection procedures, the financial assets amount that cannot be reasonably estimated will be written-off. However, the Group will continue to continue to pursue the legal right of recourse to protect the claims.
~105~
- H. The Group considers customers’ past default records and actual financial position to adjust historical and real-time information to assess the default possibility and estimate loss allowance for accounts receivable (including related parties). As of December 31, 2021 and 2020, the loss rate methodology is as follows:
| December 31, 2021 Expected loss Total carrying amount (including related parties) Allowance for losses December 31, 2020 Expected loss Total carrying amount (including related parties) Allowance for losses |
Not overdue Past due 1-90 days Past due 91 days and more Total 0.00%~0.04% 0.57% 50%-100% $ 180,395 $ 6,765 $ 1,036 $ 188,196 $ 64 $ 39 $ 839 $ 942 Not overdue Past due 1-90 days Past due 91 days and more Total -% -% 50%-100% $ 173,666 $ 4 $ 3,357 $ 177,027 $- $- $ 2,601 $ 2,601 |
Not overdue Past due 1-90 days Past due 91 days and more Total 0.00%~0.04% 0.57% 50%-100% $ 180,395 $ 6,765 $ 1,036 $ 188,196 $ 64 $ 39 $ 839 $ 942 Not overdue Past due 1-90 days Past due 91 days and more Total -% -% 50%-100% $ 173,666 $ 4 $ 3,357 $ 177,027 $- $- $ 2,601 $ 2,601 |
|---|---|---|
$- |
$- $ 2,601 |
- I. Movements in relation to the Group applying the simplified approach to provide loss allowance for accounts receivable are as follows:
| 2021 Accounts receivable January 1 $ 2,601 Provision of impairment loss - Gains on reversal of impairment loss( 1,659) Amounts written off due to unable to recover - December 31 $ 942 |
2020 Accounts receivable $ 2,785 750 - ( 934) $ 2,601 |
|---|---|
-
J. The financial assets measured by the amortized cost accounted for by the Group are time deposits as a pledge and subordinated bonds. Because the cooperating financial institutions’ credit ratings are good, and the Group has conducted transactions with many financial institutions to diversify the credit risk, the probability of default is expected to be very low.
-
(3) Liquidity risk
-
A. Cash flow forecasting is performed in the operating entities of the
~106~
Group and aggregated by Finance Department. The financial department monitors rolling forecasts of the Group’s liquidity requirements to ensure that it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times, in order to prevent the Group from breaching relevant borrowing limits or term. Such forecasts also consider the credit financing plan, credit terms compliance and the conformity with the financial ratio target specified in the internal balance sheet.
-
B. The Group invests surplus cash from all operating units in interest bearing current accounts, time deposits, and repurchasable bonds, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient head-room as determined by the above-mentioned forecasts. As of December 31, 2021 and 2020, the Group’s position held in money market were NT$12,637,407 and NT$18,825,367.
-
C. Detail of the loan credit not yet drawn down by the Group is as follows:
| Due within one year Due longer than one year |
December 31, 2021 $ 3,940,000 8,995,000 $ 12,935,000 |
December 31, 2020 |
|---|---|---|
$ 2,828,300 4,945,000 $ 7,773,300 |
- D. The table below analyses the Group’s non-derivative financial liabilities and into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the following table are the contractual undiscounted cash flows:
Non-derivative financial liabilities:
| December 31, 2021 Short-term borrowings (Note) Short-term notes and bills payable (Note) Notes payable Bills payable - related parties Accounts payable Accounts payable - related party |
Within 1 year $ 1,102,075 2,280,000 13,195 88,380 189,613 18,485 |
Within 1-5 years $ - - - - - - |
|---|---|---|
~107~
| Other payables Other Payable - Related Party Lease liabilities (Note) Long-term borrowings (including due within one year or one operating cycle) (Note) Non-derivative financial liabilities: December 31, 2020 Short-term borrowings (Note) Short-term notes and bills payable (Note) Notes payable Bills payable - related parties Accounts payable Accounts payable - related party Other payables Other Payable - Related Party Lease liabilities (Note) Long-term borrowings (including due within one year or one operating cycle) (Note) |
283,501 13,800 54,226 1,444,634 Within 1 year $ 2,293,157 1,070,000 13,654 50,131 201,279 14,278 274,292 14,696 28,678 3,256,568 |
- - 151,370 29,601,472 Within 1-5 years $ - - - - - - - - 39,089 26,977,753 |
|---|---|---|
Note: The amount above includes the expected interest to be paid in the future.
- E. The Group did not expect the occurrence timing of cash flow of expiry date analysis would be significantly earlier, or the actual amount would significantly differ.
(IV) 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:
-
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. It includes the fair value of the investment in stocks listed in TWSE and TPEx, part of the investment in stocks listed in the emerging stock market, and the group's investment in domestic convertible bonds.
~108~
-
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. It includes the investment in stocks listed in TWSE and TPEx via private placement, part of the investment in stocks listed in the emerging stock market, and investment in equity instruments without the group's active market.
-
Information on the fair value of the Group’s investment property measured at cost is provided in Note 6 (11).
-
The carrying amounts of the Group’s financial instruments not measured at fair value, including cash and cash equivalents, notes receivable, accounts receivable, other receivables, other financial assets recognized in other current assets and other non-current assets, long-term notes and accounts receivable, short-term borrowings, short-term notes payable, notes payable, accounts payable, other payables, long-term borrowings, long-term notes accounts payable and other financial liabilities recognized in other non-current liabilities, are approximate to their fair values.
-
Classification of financial instruments and non-financial instruments at fair value based on the natures, characteristic and risk, and fair value level is as follows:
| is as follows: | is as follows: | is as follows: | |
|---|---|---|---|
| December 31, 2021 Level 1 Level 2 Level 3 Assets Recurring fair value Financial assets at fair value through other comprehensive income acquired - current Equity instrument investment - Domestic unlisted stocks $- $- $ 1,303,338 Financial assets at fair value through profit or loss - non-current - Domestic convertible bonds $ - $ - $ - Foreign privately offered fund $- $- $ 2,695,926 Financial assets at fair value through other comprehensive income acquired - non-Current Equity instrument investment - Domestic TWSE- and TPEx-listed stocks $ 4,819,305 $ - $ - - Domestic unlisted stocks - - 110,365 - Foreign listed stocks 3,178,168 - - Subtotal $ 7,997,473 $- $ 110,365 Total $ 7,997,473 $- $4,109,629 |
Total $ 1,303,338 - $ - $ 2,695,926 $4,819,305 110,365 3,178,168 $8,107,838 $12,107,102 |
||
$ 7,997,473 $- |
|||
$ 7,997,473 $- |
$4,109,629 |
~109~
| December 31, 2020 | Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|---|
| Assets | |||||
| Recurring fair value | |||||
| Financial assets at fair value through profit or loss - non-current | |||||
| - Domestic convertible bonds |
$ 37,262 | $ | - | $ - | $ 37,262 |
| - Foreign privately offered fund |
- |
- | 2,296,759 | 2,296,759 | |
| Subtotal | $ 37,262 | $ | - | $2,296,759 | $2,334,021 |
| Financial assets at fair value through other comprehensive | income acquired - non- | ||||
| Current | |||||
| Equity instrument investment | |||||
| - Domestic TWSE- and TPEx-listed stocks |
$ 3,990,465 | $ - | $ - | $ 3,990,465 | |
| - Domestic stocks listed in TPEx |
83,278 |
- | - | 83,278 | |
| - Domestic unlisted stocks | - | - | 660,682 | 660,682 | |
| - Foreign listed stocks - Foreign unlisted stocks Subtotal |
514,566 - $ 4,588,309 |
$ |
- - - |
- 5,941,056 $ 6,601,738 |
514,566 5,941,056 $ 11,190,047 |
| Total | $ 4,625,571 | $ |
- | $ 8,898,497 | $ 13,524,068 |
-
The methods and assumptions the Group used to measure fair value are as follows:
-
(1) The Group used market quoted prices as fair values (that is, Level 1) of investment in stocks listed in TWSE and TPEx, partial investment in stocks listed in the emerging stock market, and investment in domestic convertible bonds, and the quoted prices are the closing prices.
-
(2) 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. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated balance sheet date (i.e. yield curves on the Taipei Exchange, average commercial paper interest rates quoted from Reuters).
~110~
-
(3) When assessing non-standard and low-complexity financial instruments, for example, debt instruments without active market, interest rate swap contracts, foreign exchange swap contracts and options, the Group adopts valuation technique that is widely used by market participants . The inputs used in the valuation method to measure these financial instruments are normally observable in the market.
-
(4) For high-complexity financial instruments, the fair value is measured by using self-developed valuation model based on the valuation method and technique widely used within the same industry. Such type of valuation model is normally applied to derivative financial instruments. Certain inputs used in the valuation model are not observable at market, and the Group must make reasonable estimates based on its assumptions. The effect of unobservable inputs to the valuation of financial instruments is provided in Note 12(4)11.
-
(5) The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group ’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 Group’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 consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on Current market conditions.
-
(6) The Group includes credit risk valuation adjustment in the fair value calculation for financial instruments and non-financial instruments to reflect the counterparty credit risk and the credit quality of the Group.
-
For the years ended December 31, 2021 and 2020, 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, 2021 and 2020.
~111~
| January 1 Purchase for current period Cash Reduction Sale - Cost -Adjustments for valuation Transfer out - Cost -Adjustments for valuation Adjustments for valuation Net exchange differences recognized as other comprehensive income December 31 |
2021 Debt instruments at fair value through profit or loss $ 2,296,759 267,664 - - - - - 131,503 - $ 2,695,926 |
Equity instruments at fair value through other comprehensive income Total $ 6,601,738 $ 8,898,497 10,013 277,677 ( 127,438) ( 127,438) ( 5,723,753) ( 5,723,753) 420 420 ( 6,954) ( 6,954) 6,954 6,954 313,437 444,940 339,286 339,286 $ 1,413,703 $ 4,109,629 |
|---|---|---|
income $ 6,601,738 10,013 ( 127,438) ( 5,723,753) 420 ( 6,954) 6,954 313,437 339,286 |
||
$ 1,413,703 |
~112~
2020
| January 1 Purchase for current period Distribution of dividends at cost of investment Sale - Cost -Adjustments for valuation Transfer out - Cost -Adjustments for valuation Adjustments for valuation Net exchange differences recognized as other comprehensive income December 31 |
Debt instruments at | Equity instruments | Total $ 10,455,144 319,999 ( 122,503) ( 71,275) 9,745 ( 577,961) 154,647 ( 890,869) ( 378,430) $ 8,898,497 |
|---|---|---|---|
at fair value through |
|||
| fair value through profit or loss $ 1,839,000 319,999 - - - ( 42,699) 42,699 137,760 - $ 2,296,759 |
other comprehensive |
||
income $ 8,616,144 - ( 122,503) ( 71,275) 9,745 ( 535,262) 111,948 ( 1,028,629) ( 378,430) $ 6,601,738 |
-
Please refer to Note 6(5) for the transfer situation of Level 3 fair value in 2021 and Note 6(4) and (5) for that in 2020.
-
Accounting Department is in charge of valuation procedures for fair value measurements being categorized within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value.
-
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:
~113~
December 31, 2021
| December 31, 2021 | ||||
|---|---|---|---|---|
| Fair value Non-derivative Equity Instrument: Domestic unlisted stocks $ 700 " 1,413,003 Foreign privately offered fund 2,695,926 |
Valuation techniques Asset-Based Approach market approach Asset-Based Approach |
Significant unobservable inputs |
Interval N/A 16.11%~ 38.26% N/A |
Relationship between |
inputs and fair value Not applicable The higher the degree of lack of liquidity, the lower the fair value estimate Not applicable |
||||
Not applicable Discount for lack of marketability Not applicable |
~114~
December 31, 2020
| December 31, 2020 | ||||
|---|---|---|---|---|
| Fair value Non-derivative Equity Instrument: Domestic unlisted stocks $ 700 " 659,982 Foreign unlisted stocks 5,941,056 Foreign privately offered fund 2,296,759 |
Valuation techniques Asset-Based Approach market approach Asset-Based Approach Asset-Based Approach |
Significant unobservable inputs |
Interval N/A 20.27%~ 28.24% N/A N/A |
Relationship between |
inputs and fair value Not applicable The higher the degree of lack of liquidity, the lower the fair value estimate Not applicable Not applicable |
||||
Not applicable Discount for lack of marketability Not applicable Not applicable |
- The Group has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurements. 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:
| follows: | ||||
|---|---|---|---|---|
| Inputs Financial assets Equity Instrument Lack of marketability Marketability discount Debt instrument Lack of marketability Marketability discount Inputs Financial assets Equity Instrument Lack of marketability Marketability discount Debt instrument Lack of marketability Marketability discount |
December 31, 2021 Recognized in profit and loss Chang es Favorable changes Adverse changes ±10%$- $- ±10%$ 269,593 ($ 269,593) December 31, 2020 Recognized in profit and loss Chang es Favorable changes Adverse changes ±10%$- $- ±10%$ 229,676 ($ 229,676) |
December 31, 2021 Recognized as other comprehensive income Favorable changes Adverse changes $ 141,370 ($ 141,370) $- $- December 31, 2020 Recognized as other comprehensive income Favorable changes Adverse changes $ 660,174 ($ 660,174) $- $- |
||
Favorable changes $ 660,174 $- |
||||
| es ±10% ±10% |
||||
| ($ 229,676) | ||||
~115~
XIII.Separately Disclosed Items
(I) Significant transaction information
-
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 and joint ventures): 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 individual real estate properties at costs of at least NT$300
- million or 20% of the paid-in capital: None.
-
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 4.
-
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.
-
Significant transactions between the parent to subsidiary and between subsidiary during the reporting periods: Please refer to Table 5.
-
(II) Information on Investees
Names, locations and other information of investees (not including investees in China): Please refer to Table 6.
(III) Information on Investments in China
-
Basic information: Please refer to Table 7.
-
Significant transactions that occur directly or indirectly through a business in a third region and investees in China: Please refer to Table 5.
(IV) Information on main investors
Information on main investors: Please refer to Table 8.
XIV.Information on Departments
- (I) General information
~116~
Management has determined the reportable operating segments based on the reports reviewed by the Board of Directors that are used to make strategic decisions. The Group’s Chief Operating Decision-Maker operate businesses and evaluate departmental performance from an industry perspective; the Group currently focuses on the textile, retail, hypermarket, construction, and investment businesses.
(V) Measurement of segment information
-
The accounting policies of the reportable operating segments is in a manner consistent with the significant accounting policies provided in Note 4.
-
The Group evaluates the performance based on segment revenue and segment net operating profit (loss), instead of the segment assets.
~117~
(II) Information on Departments
The segment information provided to the Chief Operating Decision-Maker for the reportable segments is as follows:
| Revenue from external customers Internal revenue Departmental revenue Operating net income (loss) from the department to be reported Pre-tax net income (loss) from the department to be reported Share of profit or loss on associates accounted for using the equity method Dividend income Financial costs Interest revenue Revenue from external customers Internal revenue Departmental revenue Operating net income (loss) from the department to be reported Pre-tax net income (loss) from the department to be reported Share of profit or loss on associates accounted for using the equity method Dividend income Financial costs Interest revenue |
2021 Textile segment |
Retail segment |
Hypermarket segment |
Construction segment |
Investment segment |
Internal write-off |
Total $ 2,695,981 - $ 2,695,981 $ 38,163 |
|---|---|---|---|---|---|---|---|
$ 681,538 527,875 |
$ 523,752 13,806 |
$1,314,020 - $1,314,020 $ 22,665 $ 31,201 $- $- ($ 2,772) $ 54 Hypermarket segment |
$ 42,776 14,468 $ 57,244 ($ 1,634) ($ 6,533) $- $- ($ 5,162) $ 177 Construction segment |
$ 133,895 46,118 $ 180,013 $ 111,032 $ 16,279,805 $ 16,074,330 $ 147,506 ($ 1) $ 11,988 Investment segment |
$ - ( 602,267) ($ 602,267) $- $- ($ 65,051) $- $ 2,276 $- Internal write-off |
||
$ 1,209,413 ($ 81,344) ($ 390,766) $- |
$ 537,558 |
||||||
($ 12,556) ($ 1,713) $- |
|||||||
$ 15,911,994 |
|||||||
$ 16,009,279 |
|||||||
| $- | $- | $ 147,506 |
|||||
| ($ 320,944) $ 25,817 |
($ 55) $- |
($ 326,658) $ 38,036 |
|||||
2020 Textile segment |
Retail segment |
Total $ 2,736,394 - $ 2,736,394 $ 52,265 |
|||||
$ 499,193 570 $ 499,763 |
$ 634,585 351,901 |
$1,366,440 - $1,366,440 $ 30,231 $ 35,793 $- $- ($ 3,056) $ 69 |
$ 40,026 14,262 $ 54,288 ($ 6,272) ($ 12,695) $- $- ($ 6,971) $ 224 |
$ 196,150 113,047 $ 309,197 $ 192,883 $ 9,954,568 $ 9,568,243 $ 214,745 $- $ 105,382 |
$ - ( 479,780) ($ 479,780) $- $- ($ 126,685) $- $ 2,420 $- |
||
$ 986,486 |
|||||||
($ 167,668) ($ 528,249) $- |
$ 3,091 |
||||||
$ 782 |
$ 9,450,199 $ 9,441,558 $ 214,745 |
||||||
| $- | |||||||
| $- | $- | ||||||
| ($ 328,250) $ 82,055 |
($ 50) $ 341 |
($ 335,907) $ 188,071 |
~118~
(VI) Reconciliation for segment income (loss)
-
The Group's business in the textile department, retail department, and construction department are determined as negotiated by the participating parties; sales made by the Wholesale Business Department are handled as regular sales. The revenue from external parties reported to the Chief Operating Decision-Maker is measured in a manner consistent with the revenue in comprehensive income statements.
-
Reconciliation for segment income (loss) and profit before income tax from continuing operations for the years ended December 31, 2021 and 2020 is as follows:
| 2021 | 2020 | ||
|---|---|---|---|
| Income/loss from the department to be reported | $ | 38,163 | $ 52,265 |
| Adjustments and written-off | - | - | |
| Total | 38,163 | 52,265 | |
| Share of profit or loss on associates accounted for using the equity method |
16,009,279 | 9,441,558 | |
| Financial costs | ( | 326,658) | ( 335,907) |
| Interest revenue | 38,036 | 188,071 | |
| Other income | 201,794 | 286,102 | |
| Other gains and losses | ( | 48,620) | ( 181,890) |
| Income before tax from continuing operations | $ | 15,911,994 | $ 9,450,199 |
(VII) Information on products and services
The Group’s main business items are the textile business, including manufacturing, processing, dyeing and finishing, printing, and marketing of woven fabrics, garments, knitted fabrics, and woven fabric items, and the construction business, including commissioning of construction companies to build public housing projects and office buildings, and leasing and sales of property, as well as the operation and management of shopping malls and markets, and import for its hypermarket business. Please refer to Note 6 (24).
(VIII) Geographical information
Geographical information for the years ended December 31, 2021 and 2020 is as follows:
~119~
| Taiwan Asia Total |
2021 Income $ 2,598,302 97,679 |
Non-Current Assets | 2020 Income $ 2,726,084 10,310 |
Non-Current Assets |
|---|---|---|---|---|
| $ 4,593,511 2,790 $ 4,596,301 |
$ 2,820,810 2,894 $ 2,823,704 |
|||
$ 2,695,981 |
$ 2,736,394 |
(IX) Major customer information
For 2021 and 2020, the Group did not have any single external customer accounting for 10% or more of the Group's revenue.
~120~
Ruentex Industries Ltd. and Subsidiaries
Endorsements and Guarantees for Others
January 1 to December 31, 2021
Attached Table I
Unit: New Taiwan Dollars in Thousands (Unless Stated Otherwise)
| Entity for which the endorsement/guarantee is made Amount of endorsements/guarante es secured by property Cumulative amount of endorsements/guarantee s as a percentage of the net worth as stated in the latest financial statement No. Endorsement guarantor Relationship Maximum amount of endorsements/guarantees permitted to any single entity Maximum balance of endorsements/guarante es for the current period Balance of endorsements/guarante es at the end of the period Actual amount drawn 1 Company name Company name (Note 2) Zero Ruentex Industries Ltd. Ruentex Industries Ltd. (Shanghai) 2 $ 96,265,301 $ 80,850 $ - $ - $ - - 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 7 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. |
Maximum amount of endorsements/guarantees $ 106,961,446 |
Endorsements/guarante | Endorsements/guarante | Endorsements/guarante | Endorsements/guarante | Endorsements/guarante | Endorsements/guarante | Remark |
|---|---|---|---|---|---|---|---|---|
| es made by the subsidiary company for |
||||||||
| e | s made by the parent | es made for the entities |
||||||
for its subsidiaries Y |
its parent N |
in China Y |
||||||
| Note 8 |
(2) A company in which the Company directly or indirectly holds more than 50% of the voting shares.
(3) A company that directly and indirectly holds more than 50% of the voting shares in the Company.
(4) A company in which the Company holds, directly or indirectly, 90%, or more of the voting shares.
(5) A company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.
(6) A company in which all capital contributing shareholders make endorsements/guarantees for their jointly invested in proportion to their shareholding percentages.
(7) Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.
Note 3: The maximum amount of endorsements/guarantees set by the Company in accordance with the Operational Procedures for Endorsements and Guarantees shall be entered, and the calculation methods for the individual endorsement/ guarantee and the total maximum amount shall be indicated in the remarks column.
Note 4: The highest balance of the endorsement/ guarantee for others in the current year.
Note 5: The amount approved by the board of directors shall be entered. However, where the board of directors authorizes the Chairman to decide according to subparagraph 8, Article 12 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, it refers to the amount determined by the Chairman.
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.
Note 8: The maximum amount of endorsements/guarantees made by the Company shall not exceed 100% or more of the net worth of the Company and the amount of endorsements/guarantees made by the Company for any single entity shall not exceed 90% or more of the net worth of the Company.
Attached Table I Page 1
Ruentex Industries Ltd. and Subsidiaries
Securities held at the end of the period (not including investments in subsidiaries, associates and jointly controlled entities)
December 31, 2021
Attached Table II
Unit: New Taiwan Dollars in Thousands
(Unless Stated Otherwise)
| End of the period Type and name of the securities Relationship with the issuer of securities Carrying amount Company holding the securities 1 (Note 2) Account recognized Shares (Note 3) Ruentex Industries Ltd. Magi Capital Fund II, L.P. - Financial assets at fair value through profit or loss - non-current - $ 417,308 HOPU USD MASTER FUND III, L.P. - ” - 2,278,618 Shares of RT-Mart International Co., Ltd. The Company is a juridical person director of the company. Financial assets at fair value through other comprehensive income acquired - Current 4,085,140 1,303,338 Shares of Ruentex Engineering & Construction Co., Ltd. A subordinate company of the investee accounted for under the equity method Financial assets at fair value through other comprehensive income - non-Current 16,821,685 2,060,656 Shares of Save & Safe Corporation - ” 4,267,233 84,278 Shares of Ruentex Interior Design Inc. - ” 333,773 13,647 Shares of Huiyang Venture Capital Co., Ltd. - ” 70,000 700 Shares of Uni Airways Corporation - ” 695,077 11,740 Shares of Pacific Resources Corporation - ” 242,648 - Shares of Brogent Technologies Inc. - ” 3,230,310 397,328 Shares of TaiMed Biologics The Company is a juridical person director of the company. ” 10,261,408 724,456 Shares of OBI Pharma, Inc. - ” 8,408,957 958,622 Shares of Sunny Friend Environmental Technology Co., Ltd. - ” 2,309,999 460,845 Shares of Ruentex Material Co., Ltd. The Company is a juridical person director of the company. ” 7,139,530 217,398 Subordinated debts of Nan Shan Life Insurance One of the Company’s affiliates is a controlled company of the company. Amortized cost financial Assets - non-Current - 250,000 Gin-Hong Investment Co., Ltd. Shares of Ruentex Industries Ltd. The Company Financial assets at fair value through other comprehensive income - non-Current 36,593,388 3,567,855 Concord Greater China Limited. Shares of Sun Art Retail Group Ltd. - ” 231,204,324 2,569,021 Sinopac Global Investment Ltd. Shares of Asensus Surgical (ASXC) - ” 15,333 472 Shares of OPKO Health Inc.(OPK) - ” 4,571,665 608,675 |
End of the period | Remark Shareholding percentage Fair value (Note 4) 5.23 $ 417,308 3.80 2,278,618 11.33 1,303,338 Note 10 9.10 2,060,656 Notes 11, 12, and 13 2.51 84,278 2.47 13,647 Note 14 2.56 700 0.18 11,740 1.05 - 5.63 397,328 Note 16 4.07 724,456 Note 7 4.22 958,622 Note 5 2.07 460,845 Note 6 4.76 217,398 - 250,000 4.98 3,567,855 Note 15 2.42 2,569,021 Note 8 0.01 472 Note 9 0.66 608,675 |
|---|---|---|
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”. Note 5: The provision of 4,000 thousand shares, a total of NT$456,000 thousand was pledged to financial institutions for financing loans.
Note 6: The provision of 2,310 thousand shares, a total of NT$460,845 thousand was pledged to financial institutions for financing loans.
Note 7: The provision of 6,700 thousand shares, a total of NT$473,020 thousand was pledged to financial institutions for financing loans.
Note 8: Please refer to Note 6(5) to the consolidated financial statements for information on the conversion of shares of A-RT Retail Holdings Limited and Sun Art Retail Group Limited.
Note 9: Asensus Surgical (ASXC) was originally TransEnterix (TRXC), and it was renamed on February 23, 2021.
Note 10: Please refer to Note 6(5) to the consolidated financial statements for information on capital reduction by RT-MART International Co., Ltd. and the reclassification to financial assets at fair value through other comprehensive income - current. Note 11: Please refer to Note 6(5) to the consolidated financial statements for information on the disposal of Ruentex Engineering & Construction’s shares.
Note 12: The record date of capitalization of earnings by Ruentex Engineering & Construction was September 6, 2021.
Note 13: Please refer to Note 6(5) to the consolidated financial statements for information on the acquisition of Ruentex Engineering & Construction’s shares.
Note 14: Please refer to Note 6(5) to the consolidated financial statements for information on the acquisition of Ruentex Interior Design Inc.’s shares.
Note 15: Please refer to Note 6(31) to the consolidated financial statements for information on Gin-Hong Investment's increase in shareholding due to the capitalization of earnings by Ruentex Industries Ltd. Note 16: Please refer to Notes 6(4) and 6(5) to the consolidated financial statements for information on the conversion of Brogent Technologies’s convertible bonds.
Attached Table II Page 1
Ruentex Industries Ltd. and Subsidiaries
Accumulated buying and selling securities under re-purchase/re-sale conditions amounting to NTD 300 million or more than 20% of the paid-in capital
January 1 to December 31, 2021
Attached Table III
Unit: New Taiwan Dollars in Thousands (Unless Stated Otherwise)
| Type and name of the securities (Note 1) Counterparty Relationship Beginning of the period Buying (Note 3) Buying/selling company Account recognized (Note 2) (Note 2) Shares Amount Shares Amount Shares Price Concord Greater China Limited. A-RT Retail Holidings Ltd. Financial assets at fair value through other comprehensive income - non- Current A-RT Retail Holidings Ltd. - 8,892,474 $ 5,941,056 - - 8,892,474 - ” Sun Art Retail Group Ltd. ” ” - - - 231,204,324 $ 5,396,563 - - |
Selling (Note 3) Book cost $ 5,396,563 - |
End of the period Gain(loss) on disposal Shares Amount - - - - 231,204,324 $ 2,979,773 |
Remark |
|---|---|---|---|
$ |
|||
| Note 5 Note 5 |
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 NTD 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: Please refer to Note 6(5) to the consolidated financial statements for information on the conversion of shares of A-RT Retail Holdings Limited and Sun Art Retail Group Limited.
Attached Table III Page 1
Ruentex Industries Ltd. and Subsidiaries
Total purchase from or sale to related parties amounting to at least $100 million or 20% of the paid-in capital
January 1 to December 31, 2021
Attached Table IV
Unit: New Taiwan Dollars in Thousands (Unless Stated Otherwise)
Difference between the terms and conditions of transaction and the general type of transaction and the reason for any such difference (Note 1) Notes receivable/payable and accounts Transaction conditions receivable/payable Remark The company making Purchase As a percentage of notes the purchase (sale) of Name of (sale) of As a percentage of total receivable/payable and accounts (Note goods counterparty Relationship goods Amount purchases (sales) of goods Credit period Unit price Credit period Balance receivable/payable (Note 4) 2) Ruentex Industries RT-Mart The Company is a Purchase of $ 483,456 25.36 Purchase of goods in line with general conditions Same as general transactions Same as general transactions ($ 106,039) 34.23 Ltd. International Co., juridical person director of goods Ltd. the company.
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
Attached Table IV Page 1
Ruentex Industries Ltd. and Subsidiaries
Business relationships and significant intercompany transactions and amount between a parent and its subsidiary company, or between its subsidiaries
January 1 to December 31, 2021
Attached Table V
| ttached Table V No. Relationship with the transaction party (Note 1) Name of the transaction party Transaction counterparty (Note 2) Account Zero Ruentex Industries Ltd. Ruentex Industries Ltd. (Shanghai) 1 Sales revenue $ ” ” KOMPASS GLOBAL SOURCING SOLUTIONS LTD. 1 Sales revenue 1 Ruentex Industries Ltd. (Shanghai) Ruentex Industries Ltd. 2 Sales revenue ” ” ” 2 Accounts receivable |
Amount 81,499 13,806 445,341 53,167 |
Amount 81,499 13,806 445,341 53,167 |
|---|---|---|
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;
In the case of 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: The price shall be set according to negotiations between the two parties.
Note 5: Transactions amounting to NTD 10,000 shall be disclosed. The information shall be also disclosed from the asset side and revenue side.
Attached Table V Page 1
Ruentex Industries Ltd. and Subsidiaries
The name of the invested company, the location and other relevant information (excluding the invested companies in mainland China)
January 1 to December 31, 2021
Attached Table VI
Unit: New Taiwan Dollars in Thousands
(Unless Stated Otherwise)
| Name of the investing company Name of the investee company Location Main business items Ruentex Industries Ltd. Ruentex Development Co., Ltd. Taiwan Congregate housing and commercial building rental and sale and operation of department store business Ruentex Industries Ltd. Nan Shan Life Insurance Co., Ltd. Taiwan Personal insurances, including life insurance, health insurance, damage insurance or annuity. Ruentex Industries Ltd. Ruen Fu Newlife Corp. Taiwan Senior Citizen's housing and buildings general affairs administration Ruentex Industries Ltd. Shing Yen Construction & Development Co., Ltd. Taiwan Construction Business Ruentex Industries Ltd. Kompass Global Sourcing Solutions Ltd. Taiwan International Trade Ruentex Industries Ltd. Gin-Hong Investment Co., Ltd. Taiwan General Investment Ruentex Industries Ltd. Ruen Chen Investment Holdings Ltd. Taiwan General Investment Ruentex Industries Ltd. Full Shine International Holdings Ltd. British Virgin Islands (BVI) General Investment Ruentex Industries Ltd. Concord Greater China Limited. British Virgin Islands (BVI) General Investment Ruentex Industries Ltd. Gold Leaf International Group Co., Ltd. British Virgin Islands (BVI) International Trade Ruentex Industries Ltd. East Capital International Limited. British Virgin Islands (BVI) General Investment Ruentex Industries Ltd. New Zone International Limited. Samoan Islands General Investment Full Shine International Holdings Ltd. Sinopac Global Investment Ltd. Cayman Islands General Investment Sinopac Global Investment Ltd. Concord Greater China Limited. British Virgin Islands (BVI) General Investment |
Original investment amount Holding at the end of period Current profit and loss of the investee company End of the current period End of last year Shares Ratio Carrying amount $ 5,779,517 $ 5,779,517 541,471,850 25.70 $ 27,102,883 $ 14,853,071 $ 436,800 436,800 29,487,699 0.21 1,031,759 58,643,377 54,785 46,785 800,000 40.00 775( 12,103) ( 1,054,871 1,054,871 31,850,114 50.94 334,241 ( 2,573) ( 173,800 173,800 4,008,970 100.00 33,932 ( 885) ( 313,500 495,000 31,350,000 55.00 38,357 56,082 ( 17,677,800 17,595,000 5,148,550,000 23.00 87,950,367 52,526,803 536,074 536,074 19,500,000 100.00 1,983,975 7,377 672,764 672,764 17,580,000 42.25 1,416,791 97,738 17,223 17,223 500,000 100.00 8,135 ( 109) ( 137,423 137,423 4,208,000 100.00 30,502 4,045 438,416 438,416 13,792,000 100.00 95,830 13,843 627,608 627,608 19,500,000 49.06 1,211,678 15,115 807,135 807,135 6,452,000 15.51 905,980 97,738 |
Gains and losses on investment recognized for the current period Remark 3,810,320 The investee company accounted for under the equity method (Note 1 and 5) 125,086 The investee company accounted for under the equity method 7,292) The investee company accounted for under the equity method (Note 3) 392) Subsidiary of the Company 885) Subsidiary of the Company 119) Subsidiary of the Company (Note 4) 12,081,165 The investee company accounted for under the equity method (Note 2 & 6) 7,377 Subsidiary of the Company 41,292 Subsidiary of the Company 109) Subsidiary of the Company 4,045 Subsidiary of the Company 13,843 Subsidiary of the Company 7,415 Sub-subsidiary of the Company 15,154 Subsidiary of the Company |
|---|---|---|
Note 1: The provision of 95,600 thousand shares, a total of NT$4,785,171 thousand was pledged to financial institutions for financing loans.
Note 2: The provision of 771,774 thousand shares, a total of NT$13,183,875 thousand was pledged to financial institutions for financing loans.
Note 3: Please refer to Note 6(7) to the consolidated financial statements for information on the capital reduction and capital increase by Ruen Fu Newlife Corp. Note 4: Please refer to Note 4 (3) to the consolidated financial statements for information on the capital reduction by Gin-Hong Investment. Note 5: The record date of capitalization of earnings of Ruentex Development was September 29, 2021.
Note 6: The record date of cash capital increase of Ruen Chen Investment Holding Co., Ltd. was July 30, 2021, and the record date for capitalization of earnings was September 3, 2021.
Attached Table VI Page 1
Ruentex Industries Ltd. and Subsidiaries
Information of investments in mainland China-Basic information
January 1 to December 31, 2021
Attached Table VII
Unit: New Taiwan Dollars in Thousands
(Unless Stated Otherwise)
| Name of the invested companies in China Major Operating Items Ruentex Industries Ltd. (Shanghai) Production and sales of garment products $ |
Paid-in capital 492,704 (USD 17,800) |
Investment method Note 1 |
a | The accumulated mount remitted from |
The investment amount remitted out or back for the |
The investment amount remitted out or back for the |
The investment amount remitted out or back for the |
a | a | Shareholding percentage of direct |
Shareholding percentage of direct |
Shareholding percentage of direct |
Gains and losses on |
Gains and losses on |
Carrying amount of |
Investment income remitted back by the end of the current period Remark $ - Note 2(2)1 , Note 4 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Taiwan to invest in | $ | current period Remit out Remit back - $ - |
|||||||||||||||
| China at the beginning of the current period $ 492,704 (USD 17,800) |
or indirect investment by the |
investment recognized for the current period $ 18,058 |
|||||||||||||||
investments at the |
|||||||||||||||||
| $ | current period the investee company 492,704 $ 18,058 (USD 17,800) |
Company 100.00 |
current period 18,058 |
end for the period $ 121,468 |
Note 1: The investment method is the subsidiary directly entering into China to make an investment.
Note 2: In the column of gains and losses on investment recognized for the current period:
- (I) In the case of preparation where no gain or loss on investment has occurred, please specify.
(II) The basis for recognition of gains and losses on investment is divided into the following three categories, which should be specified. 1. The financial reports audited and certified by an international accounting firm having a business cooperation relationship with an ROC accounting firm. 2. The financial reports audited by a certified public accountant of the parent in Taiwan.
- Other financial statements that have not been audited by a certified public accountant during the same period
Note 3: The relevant figures in this table shall be presented in New Taiwan Dollars. If any relevant figures involve foreign currencies, they shall be converted to New Taiwan dollars at the exchange rate on the financial reporting date. Note 4: The consolidated shareholding percentage of the Company
and its subsidiaries.
Note 5: The profit or loss on the investee for the current period and the carrying amounts of the investments at the end of the period shall be added up first and then converted into US dollars before converted into New Taiwan dollars at the exchange rate.
| The accumulated amount remitted from Taiwan to invest in China at the end of the current period $ 1,683,638 (USD 57,770 thousand) (EUR 2,700,000) |
The accumulated amount remitted from Taiwan to invest in China at the end of the current period $ 1,683,638 (USD 57,770 thousand) (EUR 2,700,000) |
The investment amount approved by the Investment Board, Ministry of Economic Affairs $ 1,740,242 (USD 62,870,000) |
The investment limit approved by the Investment Board, Ministry of Economic Affairs $ 65,991,946 |
|---|---|---|---|
| end of the current period 1,683,638 (USD 57,770 thousand) (EUR 2,700,000) |
$ |
Note 1: According to the limit set out in the "Principles for the review of investment or technical cooperation in China" of the Investment Commission, Ministry of Economic Affairs, the current limit is 60% of a company's net worth. Note 2: If any foreign currency is involved in the figures related to the Table, it shall be converted to New Taiwan dollars at the exchange rate on the financial reporting date.
Attached Table VII Page 1
Ruentex Industries Ltd. and Subsidiaries
Information on main investors December 31, 2021
Attached Table VIII
| Ruentex Development Co., Ltd. Changchun Investment Co., Ltd. Huei Hong Investment Co., Ltd. |
Name of Major Shareholders |
Number of shares held 85,436,887 45,564,693 44,434,910 |
Shares | Shareholding percentage 11.63 6.20 6.05 |
|---|---|---|---|---|
Attached Table VIII Page 1