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RUENTEX IND.LTD — Audit Report / Information 2021
Nov 15, 2021
52234_rns_2021-11-15_47dfb3d8-75fc-490a-a99a-bdfbe6affbf1.pdf
Audit Report / Information
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Ruentex Industries Ltd.
PARENT COMPANY ONLY FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT
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.
Unconsolidated Financial Statements for the Years Ended December 31, 2021 and 2020 and Independent Auditor's Report Contents
| Item | Page |
|---|---|
| I. Cover page | 1 |
| II. Table of Contents | 2 ~ 3 |
| III. Independent Auditors’ Report | 4 ~ 7 |
| IV. Unconsolidated Balance Sheets | 8 ~ 9 |
| V. Unconsolidated Statements of Comprehensive Income | 10 |
| VI. Unconsolidated Statements of Changes in Equity | 11 |
| VII. Unconsolidated Statements of Cash Flows | 12 ~ 13 |
| VIII. Notes to Unconsolidated Financial Statements | 14 ~ 83 |
| (I) Organization and business | 14 |
| (II) Financial statements authorization date and authorization process | 14 |
| (III) Application of new standards, amendments, and interpretations | 14 ~ 15 |
| (IV) Summary of Significant Accounting Policies | 16 ~ 26 |
| (V) Significant accounting judgments, estimations, assumptions, and sources | |
| of estimation uncertainty | 26 |
| (VI) Details of significant accounts | 26 ~ 65 |
| (VII) Related Party Transactions | 66 ~ 70 |
~2~
| Item | Page |
|---|---|
| (VIII) Pledged Assets | 70 |
| (IX) Significant contingent liabilities and unrecognized contract commitments | 71 |
| (X) Significant disaster loss | 71 |
| (XI) Significant events after the balance sheet date | 71 |
| (XII) Others | 71 ~ 82 |
| (XIII) Additional Disclosure | 83 |
| (XIV) Segment information | 83 |
| Details of Important Accounts | 84 ~ 107 |
~3~
Accountants’ Audit Report (2022) Cai-Shen-Bao-Zi No.21004284
To Ruentex Industries Ltd.:
Audit Opinions
We have audited the accompanying financial statements of Ruentex Industries Co., Ltd. (the Company), which comprise the unconsolidated balance sheets as of December 31, 2021 and 2020 and the unconsolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the unconsolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying unconsolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis of Audit Opinions
We conducted our audits in accordance with the 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 Auditors’ Responsibilities for the Audit of the Unconsolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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 unconsolidated financial statements of the Company for the year ended December 31, 2021. These matters were addressed in the context of our audit opinion of the unconsolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Company’s unconsolidated financial statements for the year ended December 31, 2021 are stated as follows:
~4~
Accuracy of Investment Balance Accounted for using equity method
Description of Key Audit Matters
The investment balance under equity method of the Company as of December 31, 2021 was NT$120,027,547 thousand, representing 82.555% of total Assets. For the accounting policy related to investments under equity method, please refer to Unconsolidated Financial Statements Note 4(14). For the explanation on the accounts, please refer to Financial Statements Note 6(7).
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 - Relevant audits by other independent auditors
For the investee listed in the aforementioned unconsolidated financial statements under equity method, its financial statements was not audited by our representatives, but was audited by other independent auditors. Accordingly, regarding our opinion on the aforementioned unconsolidated financial statements, relevant amount listed in financial statements of such company was based on the audit report by other independent auditors. As of December 31, 2021 and 2020, the investment balances under equity method for the aforementioned companies were NT$3,473,830 thousand and NT$ 9,668,398 thousand, representing 2.389% and 16.723% of the total Assets. For the period of 2021 and January 1 to December 31, 2020 the share of profit of associates under equity method and other comprehensive income of the aforementioned companies were NT$(1,749,716) thousand and NT$(881,855) thousand, representing 10.75% and 8.83% of the compressive income.
~5~
Responsibilities of Management and Those Charged with Governance for the Unconsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the unconsolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Firms, and for such internal control as management determines is necessary to enable the preparation of unconsolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the unconsolidated financial statements, the management is responsible for assessing the Company’s ability the continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company’s or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Unconsolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the unconsolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatement may be caused by fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these unconsolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. Also:
- Identify and assess the risk of material misstatement of the unconsolidated financial statements due to fraud or error, design and adopt appropriate countermeasures for the
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risks assessed, and obtain sufficient and appropriate audit evidences in order to be used as the basis for the audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the unconsolidated financial statements or, if such disclosures are inadequate, to modify our audit opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the unconsolidated financial statements, including the disclosures, and whether the unconsolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidences for the financial information of individual entity of the Company and provide opinions on its respective unconsolidated financial statements. We handle the guidance, supervision and execution of the audit on the Company and are responsible for preparing the audit opinion for the Company.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal control that we identify during our audit).
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
~7~
relevant protective measure, that may be considered to affect the independence of auditors.
From the matters communicated with those charged with governance, we determine those matters that were of the most significance in the audit of the unconsolidated financial statements for the year ended December 31, 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
~8~
Ruentex Industries Ltd. Unconsolidated Balance Sheet December 31, 2021 and 2020
| Ruentex Industries Ltd. Unconsolidated 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) | $ | 9,938,857 | 7$ | 6,509,574 | 4 |
| 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) | 153,848 | - | 148,287 | - | |||
| 1180 | Accounts receivable - related parties - net | 6(2), 7 and 12 | |||||
| (3) | 9,557 | - | 5,319 | - | |||
| 1200 | Other receivables | 5,538 | - | 3,747 | - | ||
| 1210 | Other receivables - related parties | 7 | 14,491 | - | 9,462 | - | |
| 1220 | Current tax assets | - | - | 27,989 | - | ||
| 130X | Inventories | 6(3) and 8 | 604,659 | - | 2,287,462 | 2 | |
| 1410 | Prepayments | 13,176 | - | 23,716 | - | ||
| 1470 | Other Current Assets | 250 | - | 204 | - | ||
| 11XX | Total current assets | 12,043,994 | 8 | 9,016,047 | 6 | ||
| 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 | 4,929,670 | 3 | 4,734,425 | 3 | |
| 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 | 120,027,547 | 83 | 124,001,506 | 86 | |
| 1600 | Property, plant, and equipment | 6(8) and 8 | 1,287,610 | 1 | 1,312,408 | 1 | |
| 1755 | Right-of-use assets | 6(9) | 364,429 | - | 252,900 | - | |
| 1760 | Net value of investment properties | 6(3)(11) and | |||||
| 8 | 2,255,010 | 1 | 567,101 | - | |||
| 1780 | Intangible assets | 6(12) | 2,320 | - | 1,655 | - | |
| 1840 | Deferred tax Assets | 6(32) | 863,054 | 1 | 665,035 | 1 | |
| 1900 | Other non-Current Assets | 6(13) | 47,364 | - | 47,699 | - | |
| 15XX | Total non-current assets | 133,347,013 | 92 | 134,804,867 | 94 | ||
| 1XXX | Total assets | $ | 145,391,007 | 100$ | 143,820,914 | 100 |
(Continued)
~9~
Ruentex Industries Ltd. Unconsolidated 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) | 24,347 | - | 23,505 | - | ||
| 2150 | Notes payable | 11,849 | - | 12,857 | - | |||
| 2160 | Bills payable - related parties | 7 | 88,367 | - | 50,122 | - | ||
| 2170 | Accounts payable | 137,382 | - | 165,958 | - | |||
| 2180 | Accounts payable - related parties | 7 | 72,685 | - | 38,869 | - | ||
| 2200 | Other payables | 6(16) | 279,194 | - | 268,327 | - | ||
| 2220 | Other Payable - Related Party | 7 | 13,800 | - | 14,696 | - | ||
| 2230 | Current tax liabilities | 924,895 | 1 | 1,354,934 | 1 | |||
| 2280 | Lease liabilities - current | 6(9) | 59,497 | - | 36,243 | - | ||
| 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 | 11,056 | - | 11,424 | - | |||
| 21XX | Total Current Liabilities | 6,435,343 | 4 | 8,571,454 | 6 | |||
| Non-Current Liabilities | ||||||||
| 2540 | Long-term borrowings | 6(17) and 8 | 29,447,395 | 20 | 26,262,231 | 18 | ||
| 2570 | Deferred income tax liabilities | 6(32) | 1,493,881 | 1 | 2,397,048 | 2 | ||
| 2580 | Lease liabilities - non-current | 6(9) | 309,090 | - | 219,708 | - | ||
| 2600 | Other non-Current liabilities | 6(18) (19) | 743,852 | 1 | 766,695 | 1 | ||
| 25XX | Total Non-Current Liabilities | 31,994,218 | 22 | 29,645,682 | 21 | |||
| 2XXX | Total liabilities | 38,429,561 | 26 | 38,217,136 | 27 | |||
| Equity | ||||||||
| 3110 | Share capital | 6(20) | 7,343,188 | 5 | 5,648,606 | 4 | ||
| 3200 | Capital surplus | 6(21) | 12,891,155 | 9 | 12,853,500 | 9 | ||
| 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 | 30 | |||
| 3400 | Other Equities | 6(23) | 27,333,752 | 19 | 40,706,367 | 28 | ||
| 3500 | Treasury stock | 6(20) | ( | 552,479) | -( | 552,479) | - | |
| 3XXX | Total Equity | 106,961,446 | 74 | 105,603,778 | 73 | |||
| Significant Contingent Liabilities and Unrecognized Commitments 9 | ||||||||
| Significant subsequent events | 11 | |||||||
| 3X2X | Total liabilities and equities | $ | 145,391,007 | 100 $ | 143,820,914 | 100 |
The accompanying notes are an integral part of the unconsolidated financial statements. Please review altogether.
Chairman: Hsu, Sheng-Yu
Manager: Hsu, Chih-Chang
Accounting Manager: CHANG, Hsiu-Yen
~10~
Ruentex Industries Ltd.
Unconsolidated Statements of Comprehensive Income For the Years Ended December 31, 2021 and 2020
Unit: NTD in Thousands (Except Earnings Per Share in New Taiwan Dollars)
| 2021 | 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Item | Notes | Amount | % | Amount | % | ||||
| 4000Operating income | 6(24) and | ||||||||
| 7 | $ | 2,463,993 | 100 $ | 2,450,050 | 100 | ||||
| 5000Operation Cost | 6(25) | ||||||||
| (30)(31) | |||||||||
| and 7 | ( | 1,717,719)( | 70)( | 1,719,218)( | 70) | ||||
| 5900Gross profit | 746,274 | 30 | 730,832 | 30 | |||||
| Operating Expenses | 6(30) | ||||||||
| (31) | |||||||||
| 6100 | Distribution costs | ( | 589,351)( | 24)( | 627,679)( | 26) | |||
| 6200 | Administrative expenses | ( | 248,303)( | 10)( | 248,488)( | 10) | |||
| 6450 | Expected credit impairment gains | 12(3) | 1,659 | - | 82 | - | |||
| 6000 | Total operating expenses | ( | 835,995)( | 34)( | 876,085)( | 36) | |||
| 6900Operating Loss | ( | 89,721)( | 4)( | 145,253)( | 6) | ||||
| Non-operating Income and Expenses | |||||||||
| 7100 | Interest revenue | 6(26) and | |||||||
| 7 | 23,910 | 1 | 82,116 | 3 | |||||
| 7010 | Other income | 6(27) and | |||||||
| 7 | 205,987 | 8 | 278,427 | 11 | |||||
| 7020 | Other gains and losses | 6(28) | ( | 46,822)( | 2)( | 178,527)( | 7) | ||
| 7050 | Financial costs | 6(29) | ( | 328,733)( | 13)( | 337,954)( | 14) | ||
| 7070 | Share of income of subsidiaries, associates and joint ventures accounted for using the | 6(7) | |||||||
| equity method | 16,074,331 | 653 |
9,568,243 | 391 | |||||
| 7000 | Total non-operating income and expenses | 15,928,673 | 647 |
9,412,305 | 384 | ||||
| 7900Net profit before tax | 15,838,952 | 643 |
9,267,052 | 378 | |||||
| 7950 | Income tax expense | 6(32) | ( | 271,289)( | 11)( | 1,358,741)( | 55) | ||
| 8200Net profit for the period | $15,567,663 | 632 $ | 7,908,311 | 323 | |||||
| Other comprehensive income (net) | |||||||||
| Items that will not be reclassified to profit or loss | |||||||||
| 8311 | Remeasurement of defined benefit plans | 6(19) | $ | 3,467 | - $ | 1,343 | - | ||
| 8316 | Unrealized profit or loss on equity investments at fair value through other | 6(5) | |||||||
| comprehensive income | 1,740,127 | 71 | 25,859 | 1 | |||||
| 8330 | Share of other comprehensive income of subsidiaries, associates & joint ventures | 6(23) | |||||||
| accounted for using equity method - items not to be reclassified into profit or loss | ( | 1,084,931)( | 44)( | 675,797)( | 28) | ||||
| 8349 | Income tax relating to non-reclassified items | 6(32) | 199,103 | 8 | 137,860 | 6 | |||
| 8310 | Total of items not to be reclassified into profit or loss | 857,766 | 35 ( | 510,735)( | 21) | ||||
| Items may be reclassified subsequently to profit or loss | |||||||||
| 8380 | Share of other comprehensive income of subsidiaries, associates & joint ventures | 6(23) | |||||||
| accounted for using equity method - items that may be reclassified to profit or loss | ( | 14,220,809)(577) 27,741,506 | 1132 | ||||||
| 8399 | Income tax related to items may be reclassified into profit or loss | 6(32) | 241,319 | 9 ( | 275,264)( | 11) | |||
| 8360 | Total of items may be reclassified subsequently to profit or loss | ( | 13,979,490)(568) 27,466,242 | 1121 | |||||
| 8300Other Comprehensive Income (net) | ($13,121,724)(533) $26,955,507 | 1100 | |||||||
| 8500Total comprehensive income for the period | $ | 2,445,939 | 99 $34,863,818 | 1423 | |||||
| Earnings per share | 6(33) | ||||||||
| 9750 | Basic earnings per share | $ | 22.49 $ | 11.42 | |||||
| 9850 | Diluted earnings per share | $ | 22.47 $ | 11.42 |
The accompanying notes are an integral part of the unconsolidated financial statements. Please review altogether.
Chairman: Hsu, Sheng-Yu
Manager: Hsu, Chih-Chang
Accounting Manager: CHANG, Hsiu-Yen
~11~
Ruentex Industries Ltd. Individual Equity Statement For the Years Ended December 31, 2021 and 2020
Unit: NTD in Thousands
| Retained earnings Notes Ordinary share capital Capital reserve Legal reserve Special reserve 2020 Balance at January 1, 2020 $ 5,648,606 $ 12,754,472 $ 1,626,973 $ Net Income Current Period 6(22) - - - Other Comprehensive Income 6(22) (23) - - - Total Comprehensive Income Current Period - - - Earning provision and appropriate for 2019: 6(22) Legal reserve - - 618,778 Special reserve - - -( Cash dividend - - - Cash dividends received by subsidiaries from the parent company 6(21) - 77,409 - Overdue dividends not collected by shareholders 6(21) - 21,703 - Changes in associates & joint ventures accounted for using equity method 6(21)(22)(23) -( 84 ) - Equity instruments valuation profit or loss measured at fair value through disposal of other comprehensive income 6(22) (23) - - - Disposal of investments accounted for using equity method 6(23) - - - Balance on December 31, 2020 $ 5,648,606 $ 12,853,500 $ 2,245,751 $ 2021 Balance at January 1, 2021 $ 5,648,606 $ 12,853,500 $ 2,245,751 $ Net Income Current Period 6(22) - - - Other Comprehensive Income 6(22) (23) - - - Total comprehensive income for the period - - - Earning provision and appropriate for 2020: 6(22) Legal reserve - - 773,316 Cash dividend - - - Share dividend 1,694,582 - - Cash dividends received by subsidiaries from the parent company 6(21) - 30,963 - Overdue dividends not collected by shareholders 6(21) - 4,364 - Changes in associates & joint ventures accounted for using equity method 6(21)(22)(23) - 2,328 - Equity instruments valuation profit or loss measured at fair value through disposal of other comprehensive income 6(22) (23) - - - Balance on December 31, 2021 $ 7,343,188 $ 12,891,155 $ 3,019,067 $ |
Notes | Ordinary share capital |
Capital r | eserve | Retained earnings | Retained earnings | Otherequities | Treasury stock | Total Equity $ 73,469,211 |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Undistributed earnings |
|||||||||||||
| $ 1,626,973 | $ | 34,224,178 $ - - ( - - ( 33,370,110 ) - ( - - - - ( - 854,068 $ 854,068 $ - - - - ( - ( - ( - - - - 854,068 $ |
$ | ||||||||||||
| - - |
- - |
- - |
7,908,311 26,955,507 |
||||||||||||
| - | - |
- | 34,863,818 | ||||||||||||
| $ 5,648,606 | $ 12,853,500 | $ 2,245,751 | $ | ||||||||||||
| $ 5,648,606 | $ 12,853,500 | $ 2,245,751 | $ | ||||||||||||
| - - |
- - |
- - |
|||||||||||||
| - | - |
- | |||||||||||||
- - - 30,963 4,364 2,328 - |
773,316 - - - - - - |
||||||||||||||
| $ 7,343,188 | $ 12,891,155 | $ 3,019,067 | $ | $ |
The accompanying notes are an integral part of the unconsolidated financial statements. Please review altogether.
Manager: Hsu, Chih-Chang
Accounting Manager: CHANG, Hsiu-Yen
Chairman: Hsu, Sheng-Yu
~12~
Ruentex Industries Ltd.
Individual Statements of Cash Flows For the Years Ended December 31, 2021 and 2020
Unit: NTD in Thousands
| Notes | 2021 | 2020 | ||
|---|---|---|---|---|
| Cash flows from operating activities | ||||
| Net profit before tax for the period | $ 15,838,952 | $ 9,267,052 | ||
| Adjustments | ||||
| Income and expenses | ||||
| Depreciation expense | 6(30) | 103,817 |
99,553 |
|
| Amortization expense | 6(30) | 2,319 |
3,304 |
|
| Gain on reversal of expected credit impairment loss | 6(30) | ( | 1,659 ) ( |
82 ) |
| Gains on Financial assets at fair value through profit or loss | 6(28) | ( | 143,521 ) ( |
141,187 ) |
| Gains on reversal of financial assets impairment loss | 6(28) | - ( |
991 ) |
|
| Interest Cost | 6(29) | 328,733 |
337,954 | |
| Dividend income | 6(27) | ( | 147,506 ) ( |
214,745 ) |
| Interest revenue | 6(26) | ( | 23,910 ) ( |
82,116 ) |
| Share of income of associates and subsidiaries accounted for using the | 6(7) | |||
| equity method | ( | 16,074,331 ) ( | 9,568,243 ) | |
| Net gain on disposal of investment | 6(28) | - ( |
3,976 ) |
|
| Gains on disposals of real estate, plant and equipment | 6(28) | ( | 19,080 ) ( |
17,315 ) |
| Gains on reversal of impairment of property, plant and equipment | 6(28) | - ( |
44 ) |
|
| Write-off of loss on investment properties | 6(28) | 7 |
4 |
|
| Write-off of loss on intangible assets | 6(28) | - |
1,923 |
|
| Gains on lease modifications | 6(28) | - ( |
81 ) |
|
| Gain from the price recovery of inventory declines | 6(3) | ( | 201,074 ) ( |
105,941 ) |
| Loss (gain) on foreign currency exchange | ( | 214,559 ) |
328,792 | |
| 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 | ( | 267,664 ) ( |
353,834 ) | |
| Notes receivable | 7 | 15 |
||
| Bills receivable - related parties | - | 142 |
||
| Accounts receivable | ( | 3,789 ) |
23,743 |
|
| Accounts receivable - related party | ( | 4,257 ) |
36,172 |
|
| Other receivables | ( | 5,304 ) |
859 |
|
| Other receivables - related Party | ( | 5,029 ) |
993 |
|
| Inventories | 186,988 | 163,487 | ||
| Prepayments | 10,540 | 41,733 |
||
| Other Current Assets | ( | 46 ) |
294 |
|
| Net change in operating liabilities | ||||
| 2. Contract liabilities | 842 ( | 2,400 ) |
||
| Notes payable | ( | 1,008 ) ( |
4,696 ) |
|
| Bills payable - related parties | 38,245 | 28,234 |
||
| Accounts payable | ( | 28,576 ) ( |
50,927 ) |
|
| Accounts payable - related party | 33,816 ( | 10,201 ) |
||
| Other payables | 23,411 ( | 12,278 ) |
||
| Other Payable - Related Party | ( | 896 ) |
1,439 |
|
| Other Current liabilities | ( | 368 ) ( |
772 ) |
|
| Defined benefit liability | ( | 6,231) ( | 5,731) | |
| Cash outflow from operations | ( | 581,131 ) ( |
239,867 ) | |
| Interest received | 27,423 | 88,897 |
||
| Interest paid | ( | 332,041 ) ( |
332,362 ) | |
| Income tax paid | ( | 1,362,242 ) ( | 7,616 ) |
|
| Income tax refunded | 27,989 | 2,015 | ||
| Cash outflow from operating activities | ( | 2,220,002) ( | 488,933) |
(Continued)
~13~
Ruentex Industries Ltd.
Individual Statements of Cash Flows For the Years Ended December 31, 2021 and 2020
| Unit: NTD | in Thousands | ||||
|---|---|---|---|---|---|
| Notes | 2021 | 2020 | |||
| Cash flows from investing activities | |||||
| Costs returned for financial assets at fair value through profit or loss | 6(4) | $ | - $ |
991 |
|
| Acquisition of financial assets at fair value through other comprehensive | 6(5) | ||||
| income | ( | 10,023 ) ( |
1,954 ) |
||
| Disposal of financial assets at fair value through other comprehensive | 6(5) | ||||
| income | 173,409 | 61,530 |
|||
| Distribution of dividends at investment cost through financial assets at fair | 6(5) | ||||
| value through other comprehensive income | - | 122,503 |
|||
| Share capital returned from capital reduction in financial assets at fair value | 6(5) | ||||
| through other comprehensive income | 127,438 | - |
|||
| Acquisition of financial assets at amortized cost | - ( | 578,247 ) |
|||
| Investment under the equity method acquired | 6(7) | ( | 90,800 ) ( |
110,500 ) |
|
| Share capital returned from capital reduction in investments using the | 6(7) | ||||
| equity method | 181,500 | - |
|||
| Real estate, plant and equipment acquired | 6(34) | ( | 16,284 ) ( |
72,831 ) |
|
| Disposal of real estate properties, plants and equipment | 18,099 | 16,258 |
|||
| Investment real estate acquired | 6(34) | ( | 759 ) ( |
553 ) |
|
| Acquisition of intangible assets | 6(34) | ( | 2,010 ) |
- |
|
| Disposal of intangible assets | - | 230 |
|||
| Decrease (increase) in refundable deposits (listed in “other non-current | |||||
| assets”) | ( | 59 ) |
2,936 |
||
| Increase in prepayments for business facilities (recognized in “other non- | |||||
| current assets”) | ( | 476 ) ( |
286 ) |
||
| Increase in other non-current assets | ( | 225 ) ( |
43 ) |
||
| Dividends received | 4,836,590 | 524,893 | |||
| Net cash inflow (outflow) of the investment activities | 5,216,400( | 35,073) |
|||
| Cash flows from financing activities | |||||
| Increase (decrease) in short-term borrowings | 6(35) | ( | 1,187,700 ) | 884,500 |
|
| Increase in short-term bills payable | 6(35) | 1,210,000 | - |
||
| Proceeds from long-term borrowings | 6(35) | 33,220,000 | 28,270,000 | ||
| Repayments of long-term borrowings | 6(35) | ( | 31,837,500 ) ( | 26,945,000 ) | |
| Increase in guarantee deposits received (listed in “other non-current | 6(35) | ||||
| liabilities”) | 47,915 | 62,464 |
|||
| Decrease in guarantee deposits received (listed in “other non-current | 6(35) | ||||
| liabilities”) | ( | 60,002 ) ( |
65,129 ) |
||
| Principal elements of lease payments | 6(9)(35) | ( | 58,607 ) ( |
59,203 ) |
|
| Cash dividends paid | 6(22) | ( | 1,129,721 ) ( | 2,824,303) | |
| Net cash inflow (outflow) from financing activities | 204,385( | 676,671 ) |
|||
| Net effect of changes in foreign currency exchange rates on cash and cash | |||||
| equivalent | 228,500( | 321,600) |
|||
| Net increase (decrease) in cash and cash equivalents | 3,429,283 ( | 1,522,277 ) | |||
| Cash and cash equivalents at beginning of period | 6,509,574 | 8,031,851 | |||
| Cash and cash equivalents at the end of the period | $ | 9,938,857 $ | 6,509,574 |
The accompanying notes are an integral part of the unconsolidated financial statements. Please review altogether.
Manager: Hsu, Chih-Chang
Chairman: Hsu, Sheng-Yu
Accounting Manager: CHANG, HsiuYen
~14~
Ruentex Industries Ltd.
Notes to 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 Rue ntex 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 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 own hypermarket business.
II. Date and Procedure for Approval of Financial Statements
The unconsolidated 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 2021 are as follows:
| 2021 are as follows: | |
|---|---|
| New and revised standards, amendments to standards and interpretations Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying of IFRS 9” |
Effective date published by |
the International Accounting Standards Board January 1, 2021 |
~15~
January 1, 2021
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS 16 - “Interest Rate Benchmark Reform - Phase 2”
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 to the Company’s financial condition and operating result based on the Company ’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:
| 2022 are as follows: | |
|---|---|
| Effective date | |
| published by the | |
| International | |
| Accounting | |
| New and revised standards, amendments to standards and interpretations | Standards Board |
| Amendment to IFRS 3 - "Reference to the Conceptual Framework" | January 1, 2022 |
| Amendments to IAS 16 “Property, Plant and Equipment - Proceeds before | January 1, 2022 |
| Intended Use” | |
| Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract”January 1, 2022 | |
| 2018-2020 annual improvements cycle | January 1, 2022 |
The above standards and interpretations have no significant impact to the Company’s financial condition and operating result based on the Company ’s assessment.
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 the FSC are as follows:
Effective date published by the International New and revised standards, amendments to standards and Accounting Standards interpretations Board
~16~
| 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 Company. The Company 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.
~17~
IV. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these unconsolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
- (I) Compliance statement
The unconsolidated financial statements were prepared in accordance with the ‘Regulations Governing the Preparation of Financial Reports by Securities Issuers’.
Basis of preparation
-
Except for the following items, these unconsolidated 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 International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the unconsolidated financial statements are disclosed in Note 5.
Foreign currency translation
Items included in the financial statements of each of the Company ’s entities are measured using the currency of the primary economic environment in whic h the entity operates (the “functional currency”). The unconsolidated financial statements are presented in “NT dollars”, which is the Company’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
~18~
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 company entities, associates and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
A. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
-
B. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
-
C. All resulting exchange differences are recognized in other comprehensive income.
-
-
(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 Company 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.
~19~
- (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 noncontrolling interest in this foreign operation. In addition, even when the Company retains partial interest in the former foreign subsidiary after losing control of 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 the above criteria are classified as non-Current Assets.
-
Liabilities that meet one of the following criteria are classified as Current liabilities:
-
(1) Liabilities that are expected to be settled within the normal operating cycle;
-
(2) Assets held mainly for trading purposes;
-
(3) Liabilities that are to be settled within 12 months from the balance sheet date;
-
(4) Liabilities for which the repayment date cannot be extended unconditionally to more than 12 months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
-
Liabilities that do not meet the above criteria are classified as non -Current liabilities.
-
The operating cycles of 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.
~20~
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 for dividend receipts is confirmed, the economic benefit related to the dividend may be received as income, and when the dividend amount can be reliably measured, the Company then recognizes it as dividend income.
Financial assets at fair value through other comprehensive income
-
It refers to an irrevocable choice made during the initial recognition, and the fair value change of the equity tool investment not held for trading is listed in the other comprehensive income.
-
On a regular way purchase or sale basis, financial assets at fair value through comprehensive income are recognized and derecognized using settlement date accounting.
-
The Company initially recognized the financial Assets at fair value through profit or loss are initially recognized at fair value, and subsequently, they were measured and stated at fair value:
The fair value change of equity tool is recognized under the other comprehensive income, and during the derecognition, the cumulative profit or loss previously recognized under the other comprehensive income should not be re-categorized into income, but should be listed under the retained earnings. When the right for dividend receipts is confirmed, the economic benefit related to the dividend may be received as income, and when the
~21~
dividend amount can be reliably measured, the Company then recognizes it as dividend income.
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 a regular way purchase or sale basis, the Company recognizes or derecognizes financial Assets at amortized cost by using settlement date accounting.
-
During the initial recognition the Company calculated the transaction cost measurement at fair value, and subsequently adopted the effective interest rate method to recognize the interest income according to the amortization procedure during the circulation period, and to recognize the impairment loss. In addition, during the derecognition, the gain or loss was recogniz ed in the income or loss.
-
The Company 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 investment.
~22~
Notes and accounts receivable
-
Refer to accounts and notes to be received due to transfer of commodities or labors already performed unconditionally in exchange for the right for consideration amount according to the contract terms.
-
However, short-term notes and accounts receivable without bearing interest are subsequently measured at initial invoice amount as effect of discounting is immaterial.
Impairment of financial Assets
The Company assesses the financial Assets at amortized cost at each balance sheet date, and after considering all reasonable and evidentiary information (including prospective information), measure the loss allowance according to the 12-month expected credit loss for the financial Assets without significant increase of credit risk after the initial recognition. For the financial Assets with credit risk already increased significantly after the initial recognition, loss allowance is measured according to the expected credit loss amount during the existence period. For the accounts receivable or contract Assets wit hout material financial composition, the loss allowance is measured according to the expected credit loss during the existence period.
Derecognition of financial Assets
The Company derecognizes a financial asset when one of the following conditions is met:
-
The contractual rights to receive the cash flows from the financial asset expire.
-
The contractual rights to receive cash flows of the financial asset have 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.
~23~
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 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 Textile and Wholesale Business Departments
-
The acquisition cost is used as the basis for account entry. The inventory is measured based on the cost and net realizable value, whichever is lower, and determined using the weighted average approach. The cost of finished goods and work-in-progress includes raw materials, direct labor, other direct costs, and production-related manufacturing expenses but does not include borrowing costs. Comparing the cost and the net realizable value to see which is lower, the item-by-item comparison approach is adopted. The net realizable value refers to the balance of the estimated selling price in the ordinary course of business, less the estimated cost of completion and relevant variable sales expenses.
Investments accounted for using equity method / subsidiaries, associates and joint ventures
-
Subsidiaries are all entities (including structural entities) controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
-
Unrealized profit (loss) occurred from the transactions between the Company and subsidiaries have been offset. The accounting policies of the subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
-
The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in a subsidiary equals or
~24~
exceeds its interest in the subsidiary, the Company continues to re cognize losses proportionate to its ownership.
-
Changes in the Company's ownership interest in a subsidiary that do not result in the Company’s losing control (and non-controlling equity transaction) of the subsidiary are equity transactions, and it is a lso considered as a transaction between 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.
-
When the Company losses its control on a subsidiary, the remaining investment on the former subsidiary is remeasured at fair value and is used as the fair value for the initial recognition of financial Assets or the cost for initial recognition of investment in an associate. The difference between the fair value and the carrying amount is recognized as the profit or loss of the Current period. For all of the amounts related to the subsidiary previously recognized in other comprehensive income, if its accounting handling basis is identical to the disposal of relevant Assets or liabilities directly, i.e. such as the profit or loss recognized in the other comprehensive income it is re-classified as profit or loss during the disposal of relevant Assets or liabilities, then when the Company losses its control on the subsidiary, such profit or loss shall be re-classified as profit or loss from equity.
-
An associate is an entity over which the Company has significant influence but without control power, and it generally refers to an entity that the Company directly or indirectly holds more than 20% of shares of voting rights. The Company uses the equity method to account for its investments in associates, and costs are recognized during the acquisition thereof.
-
The Company’s share of its associate’ post-acquisition profits or losses are recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income 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
~25~
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 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.
When the Company’s share of losses of an associate equals or exceeds its interest in that associate (which includes any other unsecured accounts receivable), the Company discontinues recognizing its share of further losses; unless that the Company has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.
-
When the an associate is subject to equity change not for profit or loss or other comprehensive income and when the shareholding percentage on the associate is not affected, the Company then recognizes the equity change under the share of the associate for the Company as the “capital reserve” according to the shareholding percentage.
-
The unrealized profit or loss generated from the transactions between the Company and an associate has been eliminated according to the equity ratio of the associate. Unless there is evidence indicating that the asset transferred in such transaction has impairment, the unrealized loss is also eliminated. The accounting policies of the associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
-
When an associate issues new shares, if the Company does not subscribe of acquire according to such ratio such that there is a change in the investment ratio and still causing significant impact, then “capital reserve” and “investment accounted for using equity method” are adjusted for the increase/decrease of the change of net value of the equity. 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
~26~
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 Company losses its significant influence on an associate, the remaining investment on the former associate is remeasured at fair value, and the difference between the fair value and the carrying amount is recognized as the profit or loss of the Current period.
-
When the Company disposes an associate, if the Company loses its significant influence on the associate, then for all of the amounts related to the associate previously recognized in other comprehensive income, if its accounting handling basis is identical to the disposal of relevant Assets or liabilities directly, i.e. such as the profit or loss recognized in the other comprehensive income, it is re-classified as profit or loss during the disposal of relevant Assets or liabilities, then when the Company losses its significant influence on the associate, such profit or loss shall be re-classified as profit or loss from equity. 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.
-
When the Company disposes an associate, if it loses its significant influence on the associate, the capital reserve related to the associate is recognized as profit or loss. If it shall have significant influence on the associate, then it is recognized as profit or loss according to the disposal ratio.
-
Pursuant to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, profit (loss) of the Current period and other comprehensive income in the unconsolidated financial statements shall equal to the amount attributable to owners of the parent in the consolidated financial statements. Owners’ equity in the unconsolidated financial statements shall equal to equity attributable to owners of the parent in the consolidated financial statement.
Real estate, 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 Company and the cost of the item can be measured reliably. The carrying amount of the
~27~
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 financial year-end. If expectations for the Assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the Assets ’ future economic benefits embodied in the Assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors”, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
| are as follows: | |
|---|---|
| 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 |
Lessees’ lease transactions - right-of-use assets/lease liabilities
-
The lease assets are recognized as the right-of-use assets and lease liabilities on the date availed to the Company. If the lease contracts are short-term lease or low-value underlying asset lease, the lease payments are recognized as expenses during the lease terms with the straight line method.
-
From the starting date of lease, the lease liabilities are recognized at the current values of the unpaid lease payments discounted with the Company’s incremental lending rate; the lease payments include the fixed payments deducting the receivable lease incentives, 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
~28~
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 liabili ties 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 is stated at acquisition cost and amortized on a straight line basis with useful lives of 2~10 years.
Impairment of non-financial Assets
The Company assesses at each balance sheet date the recoverable amounts of those Assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. 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.
~29~
Loans
Refer to long-term, short-term borrowings from banks and other long-term, short-term loans. During the initial recognition, the Company measures according to the fair value with deduction of transaction cost. Subsequently, for any difference between the amount after the deduction of transacti on cost and the redemption value, the effective interest method is adopted to recognize the interest expense in the profit or loss according to amortized procedure during the circulation period.
Notes and accounts payable
-
Debt arising from purchase of raw materials, goods or services and notes payable arising from ordinary course of business or non-business related matters.
-
For short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as effect of discounting is immaterial.
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
~30~
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.
-
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 Company 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
~31~
countries where the Company operates and generates taxable income. The management assesses the status of income tax declaration according to relevant applicable income tax laws, and shall pay the income tax liability estimated to the taxation agency according to the expect ion under applicable status. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the shareholders resolve to retain the earnings in a shareholders’ meeting of the following year.
-
Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of Assets and liabilities and their carrying amounts in the parent only balance sheet. The deferred income tax is not accounted for if it ari ses 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 the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates or laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
-
Deferred income tax Assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax Assets are reassessed.
-
Current income tax Assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred tax Assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset Current tax Assets against Current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.
-
A deferred tax asset shall be recognized for the carryforward of unused tax credits resulting from investments and equity investments to the
~32~
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, 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 Company manufactures and sells textile-related products and engages in the hypermarket business. The income from sale of goods is recognized when the control of goods is transferred to customers, i.e. when the goods are delivered to customer. In addition, the Company has no unfulfilled obligations that may affect customer from accepting the goods. When goods are transported to the designated location, the obsolete and impairment risks have been transferred to the customer, and customer also accepts goods according to the sales contract, or when there is objective evidence proofing that all acceptable standards have been satisfied, which occurs when the goods is delivered to the customer.
~33~
-
Accounts receivable is recognized when goods are delivered to customers since starting from such time of delivery, the Company has the unconditional right on the contract price, and the Company can receive the consideration from the customer after time has passed.
-
Financial component
Since the period from the time when contracts are signed between the Company and customers, the goods or services are promised to be transferred to customers to the time when the payments are made by customers have not exceeded one year, consequently, the Company has not adjusted the transaction price to reflect the currency time value.
V. Critical Accounting Judgments, Estimates and Key Sources of Assumption Uncertainty
The preparation of these unconsolidated financial statements requi res management to make critical judgments in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of Assets and liabilities within the next financial year. The critical accounting judgments, estimates and key sources of assumption uncertainty is addressed as follows:
(I) Critical judgments in applying the 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 Company’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 12 (4) for the details of fair value of financial instruments.
VI. Details of Significant Accounts
(I) Cash and cash equivalents
~34~
| Cash on hand and revolving funds Checking deposits Demand deposits Time deposits Cash equivalents - Bonds under repurchase agreements |
December 31, 2021 $ 5,925 20,499 1,318,400 8,557,206 36,827 $ 9,938,857 |
December 31, 2020 $ 5,333 332,139 858,155 5,129,788 184,159 $ 6,509,574 |
|---|---|---|
-
The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
The Company has no cash and cash equivalents pledged to others.
-
(II) Notes and accounts receivable
| Notes receivable Accounts receivable Less: Allowance for loss Accounts receivable - related party |
December 31, 2021 $ 280 $ 154,790 ( 942) 153,848 9,557 $ 163,405 |
December 31, 2020 $ 287 |
|---|---|---|
| $ 150,888 ( 2,601) 148,287 5,319 $ 153,606 |
- 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 |
December 31, 2021 December 31, 2020 Notes receivable Accounts receivable Notes receivable Accounts receivable $ 280 $ 156,616 $ 287 $ 152,846 - 6,738 - 4 - 993 - 3,357 $ 280 $ 164,347 $ 287 $ 156,207 |
December 31, 2021 December 31, 2020 Notes receivable Accounts receivable Notes receivable Accounts receivable $ 280 $ 156,616 $ 287 $ 152,846 - 6,738 - 4 - 993 - 3,357 $ 280 $ 164,347 $ 287 $ 156,207 |
December 31, 2021 December 31, 2020 Notes receivable Accounts receivable Notes receivable Accounts receivable $ 280 $ 156,616 $ 287 $ 152,846 - 6,738 - 4 - 993 - 3,357 $ 280 $ 164,347 $ 287 $ 156,207 |
|---|---|---|---|
| $ 280 - - $ 280 |
$ 156,616 6,738 993 $ 164,347 |
$ 287 - - $ 287 |
The aging analysis was based on past due date.
~35~
-
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$213,144.
-
The Company’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$163,405 and $153,606 as of December 31, 2021 and 2020, respectively.
-
The Company does not hold any collateral as security.
-
Please refer to Note 12 (3) for information of credit risk for accounts receivable and notes receivable.
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: Construction land Less: Allowance for valuation losses Subtotal Total |
December 31, 2021 $ 86,006 19,419 53,288 300,164 ( 280,228) 178,649 1,228 103,118 ( 1,683) 102,663 355,128 ( 31,781) 323,347 $ 604,659 |
December 31, 2020 $ 229,722 21,718 78,855 317,152 ( 480,847) 166,600 1,525 101,239 ( 2,138) 100,626 2,052,017 ( 31,781) 2,020,236 $ 2,287,462 |
|---|---|---|
- The cost of inventories recognized as expense for the Current period is as follows:
| Cost of inventories sold loss on physical inventory |
2021 $ 1,897,728 3,277 |
2020 $ 1,804,287 3,159 |
|---|---|---|
~36~
| Gain on declining price recovery Loss on inventory scrap |
( 201,074) 8,382 $ 1,708,313 |
( 105,941) 7,236 $ 1,708,741 |
|---|---|---|
-
The Company'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 Company 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 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 year 2021 and 2020, the reversal of impairment profit due to return
-
of share capital was NT$0 and NT$991.
-
The Company 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.
~37~
-
The foreign privately offered fund IP CATHAY II, L.P., originally held by the Company, started the liquidation process in May 2019, and the liquidation was completed in December 2020. The Company'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 Company 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).
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 |
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 |
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 |
|---|---|---|
- The Company elected to classify the strategic investments in equity instruments as financial assets at fair value through other comprehensive income, amounting to NT$6,233,008 and NT$4,734,425 as of December 31, 2021 and 2020, respectively.
~38~
-
Brogent Technologies Inc.’s (Brogent Technologies) equity instruments held by the Company:
-
(1) Brogent Technologies later applied for a public offering for its privately offered shares on July 13, 2018, and the application took effect on Jul y 24 of the same year. Therefore, the Company 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 Company 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 Company 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. It 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 Company wrote off the cost of t he original holdings and relevant valuation losses both in the amount of NT$73,590.
-
In January 2020, the Company subscribed for 29,000 shares of OBI Pharma, Inc., a TPEx-listed company, in the open trading market in the amount of NT$1,954.
-
The Company originally held the shares of Max Ascent Corporation Limited., a non-listed domestic company. The company passed a dissolution resolution 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 Company 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 Company:
-
(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 Company 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, respectively. In addition, as Evergreen Steel’s stock was
~39~
listed on Taiwan Stock Exchange on April 12, 2021, its shares listed on the emerging stock market held by the Company 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 Company 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 Company disposed of all the shares of Orient Semiconductor Electronics Ltd., 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 Company 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 Company:
-
(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 Company’s original cost of the hol ding.
-
(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 Company 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 Company's shareholding percentage remained at 10.80%.
-
(3) The Company’s board of directors passed a resolution to transfer its RTMart’s shares disposed of to Chuan Lian Enterprise Co., Ltd. on October 22, 2021. 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 noncurrent 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 Company were both NT$6,954.
~40~
-
Ruentex Engineering & Construction Co., Ltd.’s (Ruentex Engineering & Construction’s) equity instruments held by the Company:
-
(1) The Company 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 Company subscribed for 1,000 shares of Ruentex Engineering & Construction’s fractional shares, subscribed for by the Company’s specific parties through allotment during capitalization o f earnings in 2020, in the amount of NT$10.
-
The Company participated in the capital increase in cash by Ruentex Interior Design Inc., an unlisted company, in September 2022, and subscribed for 334,000 shares in the amount of NT$10,013.
-
Detail of the financial assets at fair value through other comprehensive income recognized under profit or loss and comprehensive income is as follows:
| Equity instruments at fair value through | 2021 $ 1,740,127 $ 114,114 |
2020 $ 25,859 $ 148,921 |
|---|---|---|
other comprehensive income Changes in fair value recognized as other comprehensive income Dividend incomes recognized in profit and loss |
-
The Company’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$6,233,008 and NT$4,734,425 as of December 31, 2021 and 2020, respectively.
-
For the details of the financial assets at fair value thr ough 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).
~41~
Financial 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 Company at a par value of NT$250,000,000 are both 3.5%.
-
The Company’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.
-
Details of the Company’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).
~42~
Investments accounted for using equity method
- Details are as follows:
| The investee company Subsidiaries Non-TWSE/TPEx listed companies Shing Yen Construction & Development Co., Ltd. (Shing Yen Construction & Development) Kompass Global Sourcing Solutions Ltd. (Kompass) Gin-Hong Investment Co., Ltd. (Gin- Hong) Full Shine International Holdings Ltd.(Full Shine) Concord Greater China Limited (Concord) Gold Leaf International Group Co., Ltd.(Gold Leaf) East Capital International Limited (East Capital) New Zone International Limited (New Zone) Subtotal Associates Publicly quoted entity Ruentex Development Co., Ltd. (Ruentex Development) Non-TWSE/TPEx listed companies Ruen Chen Investment Holdings Ltd. (Ruen Chen) Nan Shan Life Insurance Co., Ltd. (Nan Shan Life Insurance) Ruen Fu Newlife Corp. (Ruen Fu) Subtotal Total |
Carrying amount December 31, 2021 $ 334,241 33,932 38,357 1,983,975 1,416,791 8,135 30,502 95,830 3,941,763 $ 27,102,883 87,950,367 1,031,759 775 116,085,784 $ 120,027,547 |
December 31, 2020 $ 334,076 34,816 189,011 2,229,621 7,214,950 8,481 26,668 82,513 10,120,136 $ 26,492,921 86,363,458 1,024,991 - 113,881,370 $ 124,001,506 |
|---|---|---|
~43~
- The investment shareholder percentage is as follows:
| The investee company Subsidiaries Non-TWSE/TPEx listed companies Shing Yen Construction & Development Kompass Gin-Hong Investment Full Shine Concord Gold Leaf East Capital New Zone Associates Publicly quoted entity Ruentex Development Non-TWSE/TPEx listed companies Ruen Chen Investment Holdings Nan Shan Life Insurance Ruen Fu |
Shareholding percentage December 31, 2021 December 31, 2020 50.94% 50.94% 100.00% 100.00% 55.00% 55.00% 100.00% 100.00% 42.25% 42.25% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 25.70% 25.70% 23.00% 23.00% 0.21% 0.21% 40.00% 40.00% |
Shareholding percentage December 31, 2021 December 31, 2020 50.94% 50.94% 100.00% 100.00% 55.00% 55.00% 100.00% 100.00% 42.25% 42.25% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 25.70% 25.70% 23.00% 23.00% 0.21% 0.21% 40.00% 40.00% |
|---|---|---|
December 31, 2021 50.94% 100.00% 55.00% 100.00% 42.25% 100.00% 100.00% 100.00% 25.70% 23.00% 0.21% 40.00% |
||
50.94% 100.00% 55.00% 100.00% 42.25% 100.00% 100.00% 100.00% 25.70% 23.00% 0.21% 40.00% |
||
- As of December 31, 2021 and 2020, the stocks of the Company held by the subsidiaries of the Company were treated as treasury stocks, and its detail is as follows:
| Company name Gin-Hong Investment |
December 31, 2021 $ 552,479 |
December 31, 2020 $ 552,479 |
|---|---|---|
~44~
- Share of the subsidiaries and associates accounted for under equity method is as follows:
| The investee company Subsidiaries Non-TWSE/TPEx listed companies Shing Yen Construction & Development Kompass Gin-Hong Investment Full Shine Concord Gold Leaf East Capital New Zone Subtotal Associates Publicly quoted entity Ruentex Development Non-TWSE/TPEx listed companies Ruen Chen Investment Holdings Nan Shan Life Insurance Ruen Fu Subtotal Total |
2021 ($ 392) ( 885) ( 119) 7,377 41,292 ( 109) 4,045 13,843 65,052 $ 3,810,320 12,081,165 125,086 ( 7,292) 16,009,279 $ 16,074,331 |
2020 $ 3,464 ( 660) 133 19,550 97,504 ( 30) 1,426 5,298 126,685 $ 2,023,967 7,343,392 76,035 ( 1,836) 9,441,558 $ 9,568,243 |
|---|---|---|
-
As of December 31, 2021 and 2020, among the investments accounted under the equity method, the amounts for Ruen Fu Newlife, Kompass Global Sourcing Solutions Limited., Gin-Hong Investment Co., Ltd., Full Shine, and Concord were measured based on the financial reports audited by other independent accountants.
-
Subsidiaries
-
(1) Please refer to Note 4(3) in the consolidated financial statements for the year ended December 31, 2021 for more information on the Company’s subsidiaries.
-
(2) In order to expand the market in China, the Company was approved by the Investment Commission, Ministry of Economic Affairs on December
~45~
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.
-
(3) To replenish the operating capital, Kompass Global Sourcing Solutions Limited conducted a capital increase in June 2020 by issuing 3,000 new shares. The Company subscribed for NT$30,000 based on the ownership percentage.
-
(4) 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. The Company received NT$181,500 from the capital reduction. After the capital reduction, the Company’s shareholding remains at 55.00%.
-
Associates
-
(1) The basic information of primary associates of the Company is as follows:
| Company name Ruentex Development Ruen Chen Investment Holdings |
Principal | Shareholding percentage | Shareholding percentage | Nature of relationship Diversification Diversification |
Measurement method Equity method Equity method |
|---|---|---|---|---|---|
December |
December |
||||
Place of |
31, 2021 25.70% 23.00% |
31, 2020 25.70% 23.00% |
|||
| Business | |||||
| Taiwan Taiwan |
- (2) The summary on the consolidated financial information of primary associates of the Company is as follows:
Balance Sheets
| Current assets Non-current assets Current Liabilities Non-Current Liabilities Equity |
Ruentex Development December 31, 2021 December 31, 2020 $ 47,464,148 $ 39,202,599 144,316,219 147,186,776 ( 23,692,868) ( 24,848,429) ( 44,982,947) ( 42,575,595) 123,104,552 118,965,351 |
|---|---|
$ 47,464,148 144,316,219 ( 23,692,868) ( 44,982,947) |
|
123,104,552 |
~46~
| Non-controlling Interest Portion of the net assets of associates Unrealized gains or losses on upstream transactions Mutual shareholdings Carrying amount Current assets Non-current assets Current Liabilities Non-Current Liabilities Equity Non-controlling Interest Portion of the net assets of associates |
Ruentex Development December 31, 2021 December 31, 2020 ( 6,242,518) ( 4,721,021) $ 116,862,034 $ 114,244,330 $ 30,033,543 $ 29,360,794 ( 2,191) ( 2,191) ( 2,928,469) ( 2,865,682) $ 27,102,883 $ 26,492,921 Ruen Chen Investment Holdings December 31, 2021 December 31, 2020 $ 239,909,703 $ 281,185,274 5,039,698,374 4,879,285,009 ( 20,344,978) ( 33,539,725) ( 4,826,311,038) ( 4,701,209,668) 432,952,061 425,720,890 ( 50,559,148) ( 50,227,590) $ 382,392,913 $ 375,493,300 $ 87,950,367 $ 86,363,458 |
|---|---|
$ 239,909,703 5,039,698,374 ( 20,344,978) ( 4,826,311,038) 432,952,061 ( 50,559,148) |
|
$ 382,392,913 |
|
$ 87,950,367 |
~47~
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.
-
(3) The summary on the share of individual insignificant associate ’s carrying amount and operating result of the Company is as follows:
-
As of December 31, 2021 and 2020, the total of the carrying amount of individual insignificant associate of the Company were NT$1,032,534
~48~
and NT$1,024,991 respectively.
| 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 |
|---|---|---|
- (4) For the investments accounted for under equity method of the Company with public market price, their fair values are as follows:
| Ruentex Development | December 31, 2021 $ 34,545,904 |
December 31, 2020 $ 15,818,706 |
|---|---|---|
-
The Company holds 25.70% of Ruentex Development as the single larg est 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 Company, showing that the Company has no actual ability to lead Ruentex Development activities. Therefore, it is judged that the Company has no control over it and only has significant influenc e.
-
Ruentex Development, 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 trust are as follows:
-
A. Purpose of trust: After Ruen Chen Investment Holdings acquired the
~49~
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.
-
-
(d) Once this contract is terminated, the trustor shall repay the trust
~50~
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 i ncrease 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 perform capital increase but Ruen Chen Investment Holdings cannot
~51~
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 Company's joint ventures is as follows: Company name December 31, 2021 December 31, 2020 RCH Holding Limited - -
-
(2) The management of the Company 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.
-
For the status of collaterals provided for investments under equity method of the Company, please refer to Note 8.
~52~
Property, plant, and equipment
| January 1 Cost Accumulated impairment and depreciation January 1 Addition Disposal - costs Disposal - accumulated impairment and depreciation Depreciation expense Transfer - costs (Note) December 31 December 31 Cost Accumulated impairment and depreciation |
2021 Land $ 803,350 - |
Land improvements $ 37,756 ( 34,467) $ 3,289 $ 3,289 - - - - - $ 3,289 $ 37,756 ( 34,467) $ 3,289 |
Buildings and structures $ 385,004 ( 148,706) $ 236,298 $ 236,298 - - - ( 11,196) - $ 225,102 $ 385,004 ( 159,902) $ 225,102 |
Machinery and equipment $ 1,215,317 ( 1,170,229) $ 45,088 $ 45,088 900 ( 695,536) 695,460 ( 8,498) - $ 37,414 $ 520,681 ( 483,267) $ 37,414 |
Transportation equipment $ 15,948 ( 14,398) $ 1,550 $ 1,550 - - - ( 547) - $ 1,003 $ 15,948 ( 14,945) $ 1,003 |
Leased assets $ 24,515 ( 24,515) |
Leasehold Improvements $ 221,792 ( 208,186) $ 13,606 $ 13,606 4,947 ( 14,844) 14,844 ( 8,017) - $ 10,536 $ 211,895 ( 201,359) $ 10,536 |
Other equipment $ 2,207,854 ( 1,998,627) $ 209,227 $ 209,227 3,366 ( 424,985) 424,985 ( 6,439) 762 $ 206,916 $ 1,786,997 ( 1,580,081) $ 206,916 |
Total $ 4,911,536 ( 3,599,128) $ 1,312,408 |
|---|---|---|---|---|---|---|---|---|---|
| $ 803,350 | $- |
||||||||
$ 803,350 - - - - - |
$ - - - - - - |
$ 1,312,408 9,213 ( 1,135,365) 1,135,289 ( 34,697 ) 762 |
|||||||
| $ 803,350 | $- | $ 1,287,610 | |||||||
$ 803,350 - |
$ 24,515 ( 24,515) |
$ 3,786,146 ( 2,498,536) $ 1,287,610 |
|||||||
| $ 803,350 | $- |
Note: It is reclassified from prepayments for business facilities.
~53~
| January 1 Cost Accumulated impairment and depreciation January 1 Addition Disposal - costs Disposal - accumulated impairment and depreciation Depreciation expense Transfer - costs (Note) Gains on reversal of impairment loss December 31 December 31 Cost Accumulated impairment and depreciation |
2020 Land $ 803,350 - |
Land improvements Buildings and structure |
Land improvements Buildings and structure |
s Machinery and equipment Transportation equipment Leased asset |
s Machinery and equipment Transportation equipment Leased asset |
s Machinery and equipment Transportation equipment Leased asset |
s Leasehold Improvements Other equipment Total $ 228,261 $ 2,244,300 $ 5,259,474 ( 215,806) ( 2,043,357) ( 4,010,763) $ 12,455 $ 200,943 $ 1,248,711 $ 12,455 $ 200,943 $ 1,248,711 8,644 9,361 82,293 ( 19,008) ( 49,522) ( 441,458) 19,008 49,522 441,458 ( 11,388) ( 4,836) ( 29,867) 3,895 3,715 11,227 - 44 44 $ 13,606 $ 209,227 $ 1,312,408 $ 221,792 $ 2,207,854 $ 4,911,536 ( 208,186) ( 1,998,627) ( 3,599,128) $ 13,606 $ 209,227 $ 1,312,408 |
s Leasehold Improvements Other equipment Total $ 228,261 $ 2,244,300 $ 5,259,474 ( 215,806) ( 2,043,357) ( 4,010,763) $ 12,455 $ 200,943 $ 1,248,711 $ 12,455 $ 200,943 $ 1,248,711 8,644 9,361 82,293 ( 19,008) ( 49,522) ( 441,458) 19,008 49,522 441,458 ( 11,388) ( 4,836) ( 29,867) 3,895 3,715 11,227 - 44 44 $ 13,606 $ 209,227 $ 1,312,408 $ 221,792 $ 2,207,854 $ 4,911,536 ( 208,186) ( 1,998,627) ( 3,599,128) $ 13,606 $ 209,227 $ 1,312,408 |
s Leasehold Improvements Other equipment Total $ 228,261 $ 2,244,300 $ 5,259,474 ( 215,806) ( 2,043,357) ( 4,010,763) $ 12,455 $ 200,943 $ 1,248,711 $ 12,455 $ 200,943 $ 1,248,711 8,644 9,361 82,293 ( 19,008) ( 49,522) ( 441,458) 19,008 49,522 441,458 ( 11,388) ( 4,836) ( 29,867) 3,895 3,715 11,227 - 44 44 $ 13,606 $ 209,227 $ 1,312,408 $ 221,792 $ 2,207,854 $ 4,911,536 ( 208,186) ( 1,998,627) ( 3,599,128) $ 13,606 $ 209,227 $ 1,312,408 |
|---|---|---|---|---|---|---|---|---|---|
$ 37,756 ( 34,467) $ 3,289 $ 3,289 - - - - - - - - - - - $ 3,289 $ 37,756 ( 34,467) $ 3,289 |
$ 343,827 ( 141,571) $ 202,256 $ 202,256 41,177 - - ( 7,135) - - $ 236,298 $ 385,004 ( 148,706) $ 236,298 |
$ 1,559,974 ( 1,535,653) $ 24,321 $ 24,321 23,111 ( 371,385) 371,385 ( 5,961) 3,617 - $ 45,088 $ 1,215,317 ( 1,170,229) $ 45,088 |
$ 17,491 ( 15,394) $ 2,097 $ 2,097 - ( 1,543) 1,543 ( 547) - - $ 1,550 $ 15,948 ( 14,398) $ 1,550 |
$ 24,515 ( 24,515) |
$ 228,261 ( 215,806) $ 12,455 $ 12,455 8,644 ( 19,008) 19,008 ( 11,388) 3,895 - $ 13,606 $ 221,792 ( 208,186) $ 13,606 |
$ 2,244,300 ( 2,043,357) $ 200,943 $ 200,943 9,361 ( 49,522) 49,522 ( 4,836) 3,715 44 $ 209,227 $ 2,207,854 ( 1,998,627) $ 209,227 |
|||
| $ 803,350 | $- |
||||||||
$ 803,350 - |
$ - - - - - - - |
$ 1,248,711 82,293 ( 441,458) 441,458 ( 29,867) 11,227 44 $ 1,312,408 |
|||||||
$ 803,350 |
$- | ||||||||
$ 803,350 - |
$ 24,515 ( 24,515) |
$ 4,911,536 ( 3,599,128) $ 1,312,408 |
|||||||
| $ 803,350 | $- |
Note: It is reclassified from prepayments for business facilities.
Details of the Company’s property, plant and equipment pledged to others as collateral are provided in Note 8.
~54~
Lease transactions - lessees
-
The assets leased by the Company include Zhonglun Building office, other offices, and parking space, and the lease terms in 2021 and 2020 are from 2018 to 2035 and from 2016 to 2035, 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 Transfer - costs (Note) Transfer - accumulated depreciation (Note) Derecognition - costs Derecognition - accumulated depreciation December 31 December 31 Cost Accumulated depreciation |
Buildings and structures 2021 2020 $ 353,134 $ 317,287 ( 100,234) ( 56,005) $ 252,900 $ 261,282 $ 252,900 $ 261,282 171,243 62,758 ( 59,714) ( 59,209) - ( 24,140) - 13,794 - ( 2,771) - 1,186 ( 73,908) - 73,908 - $ 364,429 $ 252,900 $ 450,469 $ 353,134 ( 86,040) ( 100,234) $ 364,429 $ 252,900 |
|---|---|
2021 $ 353,134 ( 100,234) $ 252,900 $ 252,900 171,243 ( 59,714) - - - - ( 73,908) 73,908 $ 364,429 $ 450,469 ( 86,040) $ 364,429 |
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 $ 368,587 ( 59,497) $ 309,090 |
December 31, 2020 $ 255,951 ( 36,243) $ 219,708 |
|---|---|---|
~55~
- Information of income items related to lease contracts are as the following:
| 2021 Items affects the income of the current period Interest expenses of lease liabilities $ 3,826 Expenses of short-term lease contracts 13,751 Expenses related to leases of low-value assets1,407 $ 18,984 |
2020 $ 3,382 22,168 1,607 $ 27,157 |
|---|---|
- The information on net cash outflow from lease expenses is as follows:
| Interest expenses of lease liabilities Expenses of short-term lease contracts Expenses related to leases of low-value assets Expenses of the lease contracts with unidentified subject matter Principal elements of lease payments |
2021 $ 3,826 13,751 1,407 340 58,607 $ 77,931 |
2020 $ 3,382 22,168 1,607 1,020 59,203 $ 87,380 |
|---|---|---|
Lease transactions - lessor
-
The Company leases investment property based on operating lease contracts and recognized rent income of NT$36,135 and NT$31,006 for 2021 and 2020, respectively.
-
The Company 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 Company 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 $ 23,517 4,027 4,027 4,027 4,027 32,890 $ 72,515 |
December 31, 2020 $ 28,658 16,403 5,231 5,231 5,231 36,983 $ 97,737 |
|---|---|---|
~56~
Investment real estate
| 2021 | 2021 | ||||||
|---|---|---|---|---|---|---|---|
| Land | Buildings | Total | |||||
| January 1 | |||||||
| Cost | $ | 342,145 | $ 442,517 | $ | 784,662 | ||
| Accumulated depreciation and | |||||||
| impairment | - | ( 217,561) | ( |
217,561) | |||
| $ | 342,145 | $ 224,956 |
$ | 567,101 | |||
| January 1 | $ | 342,145 | $ 224,956 | $ | 567,101 | ||
| Addition | - | 433 | 433 | ||||
| Scrapping - costs | - | ( 3,415) | ( | 3,415) | |||
| Scrapping - accumulated depreciation | - | 3,408 | 3,408 | ||||
| Depreciation expense | - | ( 9,406) | ( | 9,406) | |||
| Transfer - costs (Note 1) December 31 |
$ |
1,696,889 2,039,034 |
- $ 215,976 |
$ |
1,696,889 2,255,010 |
||
| December 31 | |||||||
| Cost | $ | 2,039,034 | $ 439,535 | $ 2,478,569 | |||
| Accumulated depreciation and | |||||||
| impairment | - | ( 223,559) | ( |
223,559) | |||
| $ | 2,039,034 | $ 215,976 | $ | 2,255,010 | |||
| 2020 | |||||||
| Land | Buildings | Total | |||||
| January 1 | |||||||
| Cost | $ | 342,145 | $ 439,310 | $ | 781,455 | ||
| Accumulated depreciation and | |||||||
| impairment | - | ( | 206,337) | ( | 206,337) | ||
| $ | 342,145 | $ 232,973 | $ |
575,118 | |||
| January 1 | $ | 342,145 | $ 232,973 | $ | 575,118 | ||
| Addition | - | 879 | 879 | ||||
| Scrapping - costs | - | ( | 443) | ( | 443) | ||
| Scrapping - accumulated depreciation | - | 439 | 439 | ||||
| Depreciation expense | - | ( | 10,477) | ( | 10,477) | ||
| Transfer - costs (Note 2) | - | 2,771 | 2,771 | ||||
| Transfer - accumulated depreciation | - | ( | 1,186) | ( | 1,186) | ||
| (Note 2) | |||||||
| December 31 | $ | 342,145 | $ 224,956 | $ |
567,101 |
~57~
| December 31 | |||
|---|---|---|---|
| Cost | $ 342,145 | $ 442,517 | $ 784,662 |
| Accumulated depreciation and | |||
| impairment | - | ( 217,561) | ( 217,561) |
| $ 342,145 | $ 224,956 |
$ 567,101 |
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$1,186 were reclassified from right-of-use assets.
- Rent income from the lease of the investment property and direct operating expenses:
| 2021 Rental income from investment real estate$ 36,135 Direct operating expenses incurred by investment real estate with the rental income for current period. $ 9,406 |
2020 $ 24,403 $ 10,477 |
|---|---|
- Information on the fair value of investment real estate held by the Company:
| 2021 Carrying amount Land and structures $2,255,010 Land and structures- $2,255,010 |
2021 Carrying amount |
Fair value |
2020 Valuation method Carrying amount Fair value $562,700 $1,081,870 (1) 4,401 (2) $567,101 |
Valuation |
|---|---|---|---|---|
$4,018,165 |
-
(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.
-
For the status of the collaterals provided for investment real estate held by the Company, please refer to Note 8.
Intangible Assets
~58~
| January 1 Cost Accumulated amortization January 1 Addition Disposal - costs Scrapping - costs Scrapping - accumulated amortization Amortization expense December 31 December 31 Cost Accumulated amortization |
Computer software 2021 $ 37,059 ( 35,404) $ 1,655 $ 1,655 2,650 - ( 14,886) 14,886 ( 1,985) $ 2,320 $ 24,823 ( 22,503) $ 2,320 |
2020 $ 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 |
|---|---|---|
Other non-Current Assets
| Guarantee deposits paid Land Prepayments for business facilities Others |
December 31, 2021 $ 42,831 4,488 - 45 $ 47,364 |
December 31, 2020 $ 42,772 4,488 286 153 $ 47,699 |
|---|---|---|
Part of the Company's land is the land in the Sihu Section in Yangmei, which belongs to agricultural land and was acquired by a juridical corporate director’s relative within the first degree of kinship. Both parties have signed
~59~
Short-term borrowings
a trust contract.
| Nature of loan Bank loan Secured loan Credit Loan Nature of loan Bank loan Secured loan Credit Loan |
December 31 2021 |
|---|---|
Note: Please refer to Note 8 for details of the collateral provided by the Company 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% |
|---|---|---|
Please refer to Note 8 for details of the collateral provided by the Company for commercial paper issued.
Other payables
| Salaries and bonuses payable Employee compensation payable Dividends payables Interest payable Payables for equipment |
December 31, 2021 $ 81,382 74,436 44,540 12,811 2,751 |
December 31, 2020 $ 90,629 46,791 39,779 14,071 9,822 |
|---|---|---|
~60~
| 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 |
63,274 $ 279,194 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% |
67,235 $ 268,327 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
~61~
-
The Company signed a credit agreement with CTBC Bank in April 2021 to provide financing to the Company. 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 Company had drawn down a credit amount of NT$800,000. The main commitments of the Company are as follows:
-
The Company 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 profit and loss effect on Ruen Chen Investment Holdings.
-
The Company signed a credit agreement with EnTie Commercial Bank in August 2021 to provide financing to the Company. 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 Company had drawn down a credit amount of NT$500,000. The main commitments of the Company are as follows:
The Company shall maintain a current ratio of not lower than 70% and a debt ratio of not greater than 120%.
- The Company signed a credit agreement with Bank SinoPac in August 2020 for the issue of 2019 cash dividends by the Company. 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 Company had drawn down a credit amount of NT$400,000. The main commitments of the Company are as follows:
The Company 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 Company signed a credit agreement with Shin Kong Bank in August 2021 to provide financing to the Company. 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 Company had drawn down a credit amount of NT$700,000. The main commitments of the Company are as follows:
-
The Company 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 profit and loss effect on Ruen Chen Investment Holdings.
~62~
- In addition to the endorsement/guarantees and collateral provided by the Company for short-term borrowings, short-term notes payable, and longterm borrowings as in Notes 7 (2)-9 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
| Guarantee deposits received Defined benefit liability Others |
December 31, 2021 $ 725,769 15,004 3,079 $ 743,852 |
December 31, 2020 $ 737,856 24,703 4,136 $ 766,695 |
|---|---|---|
~63~
Pensions
-
1.(1) The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. In addition, the Company would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method, to the employees expected to be qualified for retirement next year, the Company will make contributions to cover the deficit by next March.
-
(2) The amounts recognized in the balance sheet are determined as follows:
| Present value of defined benefit obligation Fair value of plan assets Defined benefit liability (listed as other non-current liabilities) |
December 31, 2021 | December 31, 2020 $ 194,539 ( 169,836) $ 24,703 |
|---|---|---|
$ 192,097 ( 177,093) $ 15,004 |
||
- (3) Movements in net defined benefit liabilities are as follows:
| Movements in net defined | benefit liabilities are | as follows: |
|---|---|---|
| Balance, January 1 Current service cost Interest revenue (expense) |
2021 Present value of defined benefit obligation Fair value of plan assets |
Defined benefit liability |
| $ 194,539 ($ 169,836) 1,299 - 729 ( 646) |
$ 24,703 1,299 83 26,085 |
|
196,567 ( 170,482) |
~64~
2021
Present value of defined benefit Fair value of Defined benefit obligation plan assets liability
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 Balance, December 31 |
- ( 2,508) ( 2,508) 3,609 - 3,609 ( 1,528) - ( 1,528) ( 3,040) - ( 3,040) ( 959) ( 2,508) ( 3,467) - ( 7,614) ( 7,614) ( 3,511) 3,511 - $ 192,097 ($ 177,093) $ 15,004 |
|---|---|
| Balance, January 1 Current service cost Past 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 Balance, December 31 |
2020 Defined benefit obligation current value |
Fair value of plan assets Defined benefit liability ($ 168,666) $ 31,777 - 1,354 - 691 ( 1,075) 178 ( 169,741) 34,000 ( 5,685) ( 5,685) - 348 - 3,352 - 642 ( 5,685) ( 1,343) ( 7,954) ( 7,954) 13,544 - ($ 169,836) $ 24,703 |
|---|---|---|
| $ 200,443 1,354 691 1,253 203,741 - 348 3,352 642 4,342 - ( 13,544) $ 194,539 |
~65~
-
(4) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilization plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the Fund includes deposit in domestic or foreign 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 0.500% 1.000% |
2020 0.375% 1.000% |
|---|---|---|
The future mortality rates in 2021 and 2020 were estimated based on the 6th and 5th Taiwan Standard Ordinary Experience Mortality Table.
~66~
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| 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 |
Discount | rate Decrease |
Future salary increase in percent Increase Decrease |
Future salary increase in percent Increase Decrease |
|---|---|---|---|---|
increase in |
||||
| Increase | Increase |
|||
| 0.25% 0.25% ($ 3,041) $ 3,134 |
0.25% $ 3,066 |
0.25% ($ 2,990) ($ 3,292) |
||
($ 3,353) $ 3,461 |
$ 3,380 |
|||
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 Company 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 years.
The analysis of timing of the future pension payment was as follows:
December 31, 2021 $ 14,680 Less than 1 year 8,866 1-2 years 95,139 2-5 years 30,568 More than 5 years $ 149,253
- 2.(1) Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C.
~67~
nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.
- (2) The pension costs under the defined contribution pension plans of the Company for the years ended December 31, 2021 and 2020 were NT$13,916 and NT$14,737 respectively.
~68~
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
~69~
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.
~70~
2. Change of capital surplus is as follows:
2021
| Issued at premium January 1 $ 11,114,322 Cash dividends received by subsidiaries from the parent company - Changes in the equity of associates recognized based on shareholding percentage - Overdue dividends not collected by shareholders - Income tax effect - December 31 $ 11,114,322 |
Issued at premium January 1 $ 11,114,322 Cash dividends received by subsidiaries from the parent company - Changes in the equity of associates recognized based on shareholding percentage - Overdue dividends not collected by shareholders - Income tax effect - December 31 $ 11,114,322 |
Treasury share transactions $ 961,871 30,963 - - - $ 992,834 |
Changes in the associates’net value of equity Others Total $ 692,451 $ 84,856$ 12,853,500 - - 30,963 2,476 - 2,476 - 4,364 4,364 ( 148) - ( 148) $ 694,779 $ 89,220 $ 12,891,155 |
|---|---|---|---|
associates’net |
|||
| value of equit | |||
$ 692,451 - 2,476 - ( 148) |
|||
| $ 11,114,322 | $ 694,779 |
| 2020 Issued at premium January 1 $ 11,114,322 Cash dividends received by subsidiaries from the parent company - Changes in the equity of associates recognized based on shareholding percentage - Overdue dividends not collected by shareholders - Income tax effect - December 31 $ 11,114,322 |
2020 Issued at premium January 1 $ 11,114,322 Cash dividends received by subsidiaries from the parent company - Changes in the equity of associates recognized based on shareholding percentage - Overdue dividends not collected by shareholders - Income tax effect - December 31 $ 11,114,322 |
Changes in the associates’net value of equity Treasury share transactions Others Total $ 884,462 $ 692,535 $ 63,153 $ 12,754,472 77,409 - - 77,409 - ( 90) - ( 90) - - 21,703 21,703 - 6 - 6 $ 961,871 $ 692,451 $ 84,856 $ 12,853,500 |
|---|---|---|
$ 884,462 77,409 - - - $ 961,871 |
||
| $ 11,114,322 |
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
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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:
| 2020 Amount Legal reserve $ 773,316 Special reserve - Cash Dividends 1,129,721 Share dividend1,694,582 Total $ 3,597,619 |
2020 Amount Legal reserve $ 773,316 Special reserve - Cash Dividends 1,129,721 Share dividend1,694,582 Total $ 3,597,619 |
Dividend per share (NTD) $ 2.00 3.00 |
2019 Amount $ 618,778 ( 33,370,110) 2,824,303 - ($29,927,029) |
Dividend per share |
|---|---|---|---|---|
(NTD) $ 5.00 - |
||||
$ 3,597,619 |
~72~
5. Change of undistributed earnings is as follows:
| 2021 | 2020 | |||
|---|---|---|---|---|
| January 1 | $ | 43,847,965 | $ | 6,187,778 |
| Appropriation and distribution of earnings: | ||||
| - Legal reserve | ( | 773,316) | ( | 618,778) |
| - Special reserve | - | 33,370,110 | ||
| - Cash dividend | ( | 1,129,721) | ( | 2,824,303) |
| - Share dividend | ( | 1,694,582) | - | |
| Equity instruments valuation profit or loss | ||||
| measured at fair value through disposal of | ||||
| other comprehensive income | 153,391 | ( | 100,281) | |
| Changes in associates & joint ventures | ||||
| accounted for using equity method | 18,843 | 18,443 | ||
| Net Income Current Period | 15,567,663 | 7,908,311 | ||
| Remeasurements of defined benefit obligation | ||||
| - The Company | 3,467 | 1,343 | ||
| - Subsidiaries and associates | 80,878 | ( | 95,749) | |
| Effect of income tax on Remeasurements of defined benefit obligation | ||||
| - The Company | ( | 693) | ( | 268) |
| - Subsidiaries and associates | ( | 1,200) | 1,359 | |
| December 31 | $ | 56,072,695 | $ | 43,847,965 |
Other equity items
| tems | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | ||||||||
| Reclassificati | ||||||||
| Unrealized | on by the | |||||||
| valuation | Foreign currency | Hedging | overlay | |||||
| profit or loss | translation | reserve | approach | Total | ||||
| January 1 | $28,853,184 ($ 655,245) | $ | 215 | $12,508,213 | $ 40,706,367 | |||
| Unrealized valuation profit or loss of financial | ||||||||
| assets: | ||||||||
| - The Company | 1,740,127 | - | - | - | 1,740,127 |
|||
| -Changes in the Company’s disposal | ( 153,391) | - | - | - | ( | 153,391) | ||
| - Tax related to the Company | ( 94,612) | - | - | - | ( | 94,612) | ||
| - Subsidiaries and associates | ( 20,975,095) | - | - | - | ( | 20,975,095) | ||
| - Changes in disposal of associates | ( 15,048) | - | - | - | ( | 15,048) | ||
| - Tax related to the subsidiaries and associates | 565,182 | - | - | - | 565,182 | |||
| Foreign currency translation differences: | ||||||||
| - Subsidiaries and associates | - | ( 281,813) | - | - | ( | 281,813) | ||
| - Tax related to the subsidiaries and associates | - | 51,403 | - | - | 51,403 | |||
| Reclassification by the overlay approach: | ||||||||
| - Associate | - | - | - | 5,870,290 | 5,870,290 | |||
| - Tax related to the associates | - | - | - | ( 79,658) | ( | 79,658) | ||
| December 31 | $ 9,920,347 | ($ 885,655) |
$ | 215 | $18,298,845 |
$ 27,333,752 |
~73~
| Unrealized valuation profit or loss Foreign currency translation January 1 $ 13,146,210 ( $168,972) Unrealized valuation profit or loss of financial assets: - The Company 25,859 - -Changes in the Company’s disposal 100,281 - - Tax related to the Company 36,568 - - Subsidiaries and associates 15,682,871 - - Changes in disposal of associates ( 18,443) - - Tax related to the subsidiaries and associates ( 120,162) - Foreign currency translation differences: -Changes in the Company’s disposal - ( 3,976) - Tax related to the Company - 795 - Subsidiaries and associates - ( 591,178) - Tax related to the subsidiaries and associates - 108,086 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 goods $ Rental income $ |
Unrealized valuation profit or loss Foreign currency translation January 1 $ 13,146,210 ( $168,972) Unrealized valuation profit or loss of financial assets: - The Company 25,859 - -Changes in the Company’s disposal 100,281 - - Tax related to the Company 36,568 - - Subsidiaries and associates 15,682,871 - - Changes in disposal of associates ( 18,443) - - Tax related to the subsidiaries and associates ( 120,162) - Foreign currency translation differences: -Changes in the Company’s disposal - ( 3,976) - Tax related to the Company - 795 - Subsidiaries and associates - ( 591,178) - Tax related to the subsidiaries and associates - 108,086 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 goods $ Rental income $ |
|
|---|---|---|
$ |
1. Detail of customer contract income
The Company’s revenue is mainly from the transfer of products and leases over time or at a point in time, and it can be broken down into the main segments below:
| 2021 Departmental revenue Timing of revenue recognition Revenue recognized at a point in time |
Textile segment $ 606,040 $ 606,040 |
Retail segment $ 507,302 $ 507,302 |
Hypermarket segment $ 1,289,984 $ 1,289,984 |
Total $ 2,403,326 |
|---|---|---|---|---|
$ 2,403,326 |
~74~
| 2020 Departmental revenue Timing of revenue recognition Revenue recognized at a point in time |
Textile segment $ 420,416 $ 420,416 |
Retail segment $ 629,150 $ 629,150 |
Hypermarket segment $ 1,339,642 $ 1,339,642 |
Total $ 2,389,208 $ 2,389,208 |
|---|---|---|---|---|
-
Contract assets and liabilities (related parties included)
-
The Company 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 Company are as follows:
| December 31, 2021 2. Contract liabilities$ 24,347 |
December 31, 2020 $ 23,505 |
Six months ended $ 25,905 |
|---|---|---|
Operation Cost
| Costs of clients’ contracts: Cost of sales of goods Rental cost |
2021 $ 1,708,313 9,406 $ 1,717,719 |
2020 $ 1,708,741 10,477 $ 1,719,218 |
|---|---|---|
Interest revenue
| Interest on cash in banks Financial Assets at amortized cost Interest revenue Imputed interest for deposit |
2021 $ 12,838 10,995 77 $ 23,910 |
2020 $ 72,320 9,685 111 $ 82,116 |
|---|---|---|
Other income
| Dividend income Other income |
2021 $ 147,506 58,481 $ 205,987 |
2020 $ 214,745 63,682 $ 278,427 |
|---|---|---|
~75~
Other gains and losses
| 2021 Gains on disposals of real estate, plant and equipment $ 19,080 Write-off of loss on investment properties ( 7) Write-off of loss on intangible assets - Net gain on disposal of investment - Net foreign exchange loss ( 201,834) Gains on lease modifications - Gains on reversal of financial assets impairment loss - Incomes of financial assets at fair value through profit or loss 143,521 Gains on reversal of impairment of property, plant and equipment - Others ( 7,582) ($ 46,822) Financial costs 2021 Interest expense: Bank loan and short-term notes and bills $ 310,676 Lease liabilities 3,826 Others 5,156 Other financial expenses 9,075 $ 328,733 |
2021 Gains on disposals of real estate, plant and equipment $ 19,080 Write-off of loss on investment properties ( 7) Write-off of loss on intangible assets - Net gain on disposal of investment - Net foreign exchange loss ( 201,834) Gains on lease modifications - Gains on reversal of financial assets impairment loss - Incomes of financial assets at fair value through profit or loss 143,521 Gains on reversal of impairment of property, plant and equipment - Others ( 7,582) ($ 46,822) Financial costs 2021 Interest expense: Bank loan and short-term notes and bills $ 310,676 Lease liabilities 3,826 Others 5,156 Other financial expenses 9,075 $ 328,733 |
2020 $ 17,315 ( 4) ( 1,923) 3,976 ( 338,805) 81 991 141,187 44 ( 1,389) ($ 178,527) 2020 $ 321,519 3,382 6,965 6,088 $ 337,954 |
|---|---|---|
($ |
||
$ 328,733 |
Additional information of expenses by nature
| 2021 Raw materials and supplies consumed $ 150,641 Changes in inventories of finished goods and work-in-process 496,438 Changes in merchandise inventory 1,187,216 Contract processing expense 75,092 Gain from the price recovery of inventory declines ( 201,074) Employee benefit expense 438,175 Depreciation expenses for property, 34,697 |
2020 $ 32,127 364,815 1,306,926 106,395 ( 105,941) 453,873 29,867 |
|---|---|
~76~
| plant and equipment Depreciation expenses for investment properties Depreciation expenses for right-of-use assets Amortization expense Gain on reversal of expected credit impairment loss Other operating costs and expenses |
9,406 59,714 2,319 ( 1,659) 302,749 $ 2,553,714 |
10,477 59,209 3,304 ( 82) 334,333 $ 2,595,303 |
|---|---|---|
Employee benefit expense
| Wages and salaries Labor and Health Insurance costs Pension expense Remuneration for Directors Other employment fees |
2021 $ 349,237 32,474 15,298 27,300 13,866 $ 438,175 |
2020 $ 362,594 32,421 16,960 27,450 14,448 $ 453,873 |
|---|---|---|
-
In accordance with the Articles of Incorporation of the Company, when the Company has a profit in a fiscal year, 0.3% to 0.5% 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.
-
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
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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.
~78~
Income tax
-
Income tax expense:
-
(1) Components of Income tax expense:
| 2021 | 2021 | 2020 | ||||||
|---|---|---|---|---|---|---|---|---|
| Current income tax: | ||||||||
| Income tax occurred in the current period | $ | 720,525 | $ | - | ||||
| Income tax imposed on undistributed earnings | 206,621 | 1,362,549 | ||||||
| Underestimate (Overestimate) of income tax | ||||||||
| for prior years | 5,055 | ( | 2,015) | |||||
| Total income tax for current period | 932,201 | 1,360,534 | ||||||
| Deferred income tax: | ||||||||
| Origination and reversal of temporary | ||||||||
| differences | ( | 660,912) | ( |
1,793) | ||||
| Income tax expense | $ | 271,289 | $ | 1,358,741 | ||||
| (2) The income tax direct (debit) | credit relating to | components | of other | |||||
| comprehensive income is as follows: | ||||||||
| 2021 | 2020 | |||||||
| Changes in unrealized valuation | ($ | 94,612) | $ | 36,568 | ||||
| profit or loss | ||||||||
| Portion of other comprehensive | ||||||||
| income from the subsidiaries and | ||||||||
| associates | 535,727 | ( | 173,704) | |||||
| Remeasurements of defined benefit | ||||||||
| obligation | ( | 693) | ( |
268) | ||||
| $ | 440,422 | ($ |
137,404) | |||||
| (3) The income tax direct (debit) | credit equity is as follows: | |||||||
| 2021 | 2020 | |||||||
| Capital surplus | ($ | 148) | $ | 6 |
- Reconciliation between income tax expense and accounting profit
| Imputed income tax expenses on pre-tax income at statutory tax rate Expenses to be excluded as stipulated in the tax law Income with exemption from tax as stipulated in |
2021 2020 $ 3,167,789 $ 1,853,410 500 - ( 3,226,139) ( 1,918,463) |
|---|---|
~79~
| the tax law Changes in realizability evaluation on deferred income tax assets Tax loss on unrealizable deferred income tax assets Temporary differences on unrecognized deferred income tax liabilities Income tax imposed on undistributed earnings Underestimate (Overestimate) of income tax for prior years Income tax expense |
122,819 - ( 5,356) 206,621 5,055 |
- 81,428 ( 18,168) 1,362,549 ( 2,015) $ 1,358,741 |
|---|---|---|
$ 271,289 |
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3. Amounts of deferred tax Assets or liabilities as a result of temporary difference are as follows:
| Temporary differences: - Deferred income tax assets: Loss for market price decline and obsolete and slow-moving inventories Impairment loss on fixed assets Impairment loss on deferred expenses Impairment loss on investment properties Impairment loss on other assets Allowance for bad debt exceeding the limits Unrealized foreign exchange losses Impairment loss using equity method Domestic investment loss Unrealized gains or losses among companies Loss carryforwards Portion of other comprehensive income from the subsidiaries and associates Remeasurements of defined benefit obligation Subtotal - Deferred income tax liabilities: Foreign investment gain Gains on Financial assets at fair value through profit or loss Changes in unrealized valuation profit or loss Portion of other comprehensive income from the subsidiaries and associates Subtotal Total |
2021 January 1 $ 102,953 8,659 426 2,606 55,145 949 10,794 90,406 86,685 828 112,779 182,618 10,187 |
Recognized in profit and loss Recognized as other comprehensive income ($ 40,215) $ - ( 2,839) - ( 230 ) - ( 85 ) - ( 4,728) - ( 348 ) - 10,945 - - - ( 9,881) - ( 211 ) - ( 112,779) - - 359,083 - ( 693) ( 160,371) 358,390 ( 847,173) - 25,890 - - 94,612 - ( 176,644) ( 821,283) ( 82,032) $ 660,912 $ 440,422 |
Recognized as other comprehensive income |
Recognized in equity $ - - - - - - - - - - - - - - - - - 148 |
December 31 $ 62,738 5,820 196 2,521 50,417 601 21,739 90,406 76,804 617 - 541,701 9,494 |
|---|---|---|---|---|---|
665,035 |
863,054 |
||||
1,671,554 66,712 47,451 611,331 |
824,381 92,602 142,063 434,835 |
||||
2,397,048 |
148 | 1,493,881 ($ 630,827) |
|||
($ 1,732,013) |
($ 148) |
| 2020 January 1 Recognized in profit and loss Temporary differences: - Deferred income tax assets: Loss for market price decline and obsolete and slow-moving inventories $ 124,141 ($ 21,188) Impairment loss on fixed assets 12,180 ( 3,521) Impairment loss on deferred expenses 656 ( 230) Impairment loss on investment properties 2,691 ( 85) Impairment loss on other assets 60,247 ( 5,102) Allowance for bad debt exceeding the limits 847 102 Unrealized foreign exchange losses 13,512 ( 2,718) Impairment loss using equity method 90,406 - Domestic investment loss 86,750 ( 65) Unrealized gains or losses among companies - 828 Loss carryforwards - 112,779 |
Recognized as other comprehensive income $ - - - - - - - - - - - |
Recognized in equity $ - - - - - - - - - - - |
December 31 |
|---|---|---|---|
| $ 102,953 8,659 426 2,606 55,145 949 10,794 90,406 86,685 828 112,779 |
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| Portion of other comprehensive income from the subsidiaries and associates Remeasurements of defined benefit obligation Subtotal - Deferred income tax liabilities: Foreign investment gain Gains on Financial assets at fair value through profit or loss Changes in unrealized valuation profit or loss Portion of other comprehensive income from the subsidiaries and associates Subtotal Total |
36,192 10,455 |
- - 80,800 42,504 36,503 - - 79,007 $ 1,793 |
146,426 ( 268) 146,158 - - ( 36,568) 320,130 283,562 ($ 137,404) |
- - |
182,618 10,187 665,035 1,671,554 66,712 47,451 611,331 2,397,048 |
|---|---|---|---|---|---|
438,077 |
- | ||||
1,629,050 30,209 84,019 291,207 |
- - - ( 6) |
||||
2,034,485 |
( 6) |
||||
($ 1,596,408) |
$ 6 |
($ ~~1~~,732,013) |
|||
~82~
- Expiration dates of loss carryforward unused by the Company and amounts of unrecognized deferred tax assets are as follows:
December 31, 2021
| Year of occurrence Verified/Declared 2019 $ 581,064 2020 968,651 $ 1,549,715 |
Amount not deducted $ - - $- |
Non-recognized amount of deferred income tax assets The final year in which the tax deduction is applied $ - 2029 - 2030 $- |
The final year |
|---|---|---|---|
in which the tax |
|||
| income tax assets | |||
| 2019 2020 |
$ - - $- |
December 31, 2020
| Year of occurrence Amount filed/Amount expected to be filed 2019 $ 590,873 2020 971,023 $ 1,561,896 |
Amount not deducted $ - - $- |
Non-recognized amount of deferred income tax assets The final year in which the tax deduction is applied $ - 2029 - 2030 $- |
The final year |
|---|---|---|---|
in which the tax |
|||
| 2019 2020 |
$ - - $- |
- The Company’s accumulated deductible temporary difference of unrecognized deferred income tax liabilities:
| Deductible temporary differences | December 31, 2021 ($ 30,033) |
December 31, 2020 ($ 88,689) |
|---|---|---|
- The Company’s income tax returns through 2019 have been assessed as approved by the Tax Authority.
Earnings per share
Retroactively Earnings per share adjusted number of shares outstanding After-tax amount (thousand shares) (NTD)
2021
~83~
| Basic earnings per share Net income attributable to ordinary shareholders Diluted earnings per |
$ 15,567,663 $ 15,567,663 - $ 15,567,663 2020 After-tax amount $ 7,908,311 $ 7,908,311 - |
692,235 $ 692,235 601 692,836 $ Retroactively adjusted number of shares outstanding (thousand shares) 692,235 692,235 502 |
$ | 22.49 22.47 Earnings per share (NTD) $ 11.42 |
|
|---|---|---|---|---|---|
| $ | |||||
share Net income attributable to ordinary shareholders Impact of potential diluted ordinary shares Remuneration to employee Net income attributable to ordinary shareholders plus the effects on the ordinary shares Basic earnings per share Net income attributable to ordinary shareholders Diluted earnings per |
|||||
share Net income attributable to ordinary shareholders Impact of potential diluted ordinary shares Remuneration to employee |
~84~
Net income attributable to ordinary shareholders plus the effects on the ordinary shares $ 7,908,311 692,737 $ 11.42
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: Payables for equipment at the beginning of the period Less: Other payables at the end of the period Cash payments for current period Purchase of intangible assets Less: Other payables at the end of the period Cash payments for current period |
2021 $ 9,213 9,822 ( 2,751) $ 16,284 2021 $ 433 326 - $ 759 2021 $ 2,650 ( 640) $ 2,010 |
2020 $ 82,293 360 ( 9,822) $ 72,831 2020 $ 879 - ( 326) $ 553 2020 $ - - $- |
|---|---|---|
- Operating and investing activities with no cash flow effects:
~85~
| Right-of-use assets reclassified to investment property Inventories reclassified to Investment real estate Prepayments for business facilities reclassified to real estate, plant and equipment |
2021 $- $ 1,696,889 $ 762 |
2020 $ 1,585 $- |
|---|---|---|
| $ 11,227 |
Liabilities from financing activities
2021
| 2021 | |||||
|---|---|---|---|---|---|
| January 1 Changes of the financing cash flows Other non-cash changes December 31 |
Short-term borrowings $ 2,287,700 ( 1,187,700) - $ 1,100,000 2020 |
Short-term notes and bills payable $ 1,069,319 1,210,000 ( 2,048) $ 2,277,271 |
Guarantee deposits | Long-term borrowings (Including due within one |
Lease liabilities (Including due within |
year and due withing the operating cycles) $ 29,499,731 1,382,500 164 |
|||||
received $ 737,856 ( 12,087) - $ 725,769 |
one year) $ 255,951 ( 58,607) 171,243 $ 368,587 |
||||
| $ 30,882,395 | |||||
| 2020 | |||||
|---|---|---|---|---|---|
| January 1 Changes of the financing cash flows Other non-cash changes December 31 |
Short-term borrowings $ 1,403,200 884,500 - $ 2,287,700 |
Short-term notes and bills payable $ 1,069,371 - ( 52) $ 1,069,319 |
Guarantee deposits | Long-term borrowings (Including due within one |
Lease liabilities (Including due within |
received $ 740,521 ( 2,665) - $ 737,856 |
|||||
$ 29,499,731 |
VII. Transaction with Related Parties
(I) Names of related parties and relationship
Name of the related party Relationship with the Company Shing Yen Construction & Development Co., Ltd. Subsidiary of the Company Gin-Hong Investment Co., Ltd. Subsidiary of the Company Kompass Global Sourcing Solutions Ltd. (Kompass)[Subsidiary of the Company ] Shanghai Newzone Fashion Ltd. (Shanghai Newzone)[Sub-subsidiary of the Company ] Ruentex Development Co., Ltd.
Associate (the investee company accounted for under the equity method by the Company) Associate (the investee company accounted for under the equity method by the Company)
Ruen Chen Investment Holdings Ltd.
~86~
Associate (the investee company accounted for under the equity method by the Company) Associate (the investee company accounted for under the equity method by the Company) Other related party (subordinate company of an investee accounted for under the equity method by the Company)
Ruen Fu Newlife Corp. Nan Shan Life Insurance Co., Ltd. (Nan Shan Life Insurance) Nan Shan General Insurance Co., Ltd.
Other related party (the Company is a juridical person director of the company)
RT-Mart International Co., Ltd. (RT-Mart) Ruentex Xuzhan Co. Ltd.
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 investee (Ruentex Engineering & Construction) accounted for under the equity method by the Company) RIDI INTERIORS 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 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 investee and Maintenance Co., Ltd. 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) Ruentex Xing Co. Ltd. Other related party (the Company’s juridical person 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) Shu-Tien Urology and Ophthalmology Clinic Other related party (the Company’s juridical person director) Samuel Yen-Liang Yin Other related party (the relative within the first degree of kinship of the representative of the juridical corporate director of the Company)
~87~
(II) Significant related party transactions and balances
1. Operating revenue
| Sale of goods: Subsidiaries Sub-subsidiary - Ruentex Industries Ltd. (Shanghai) Associates Other related parties Rental income: Associates Other related parties |
2021 $ 13,806 81,499 1,272 12,682 9 30,211 $ 139,479 |
2020 $ 86 5,359 1,055 23,088 1,466 24,356 $ 55,410 |
|---|---|---|
- (1) The Company leased the land in the Sihu Section in Yangmei and four parcels of land in the Zhennan Section in Wuqi District to other related parties 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 Company 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. According to the contract, it will review and adjust the rent based on the price index every five years. 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 Company’s transaction prices and payment terms for goods sold between related parties and non-related parties.
~88~
2. Purchases of goods
| Purchase of goods: Subsidiaries Sub-subsidiary - Ruentex Industries Ltd. (Shanghai) Other related parties - RT-Mart |
2021 $ 1,035 445,341 483,456 $ 929,832 |
2020 $ - 344,552 380,224 $ 724,776 |
|---|---|---|
There is no significant difference in the Company's transaction prices and payment terms for purchases of goods between related parties and non -related parties.
3. Receivables from related parties
| Accounts receivable: Subsidiaries -Kompass Sub-subsidiary Associates Other related parties Other receivables: Subsidiaries -Kompass -Others Associates -Nan Shan Life Insurance -Others Other related parties - RT-Mart -Others |
December 31, 2021 $ 7,396 1,771 9 381 $ 9,557 $ 5,330 14 4,545 572 2,860 1,170 $ 14,491 |
December 31, 2020 $ - 2,829 344 2,146 $ 5,319 $ 36 13 4,545 435 2,785 1,648 $ 9,462 |
|---|---|---|
(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 parties for
~89~
services, computer services, interest, etc.
4. Payables to related parties
| Notes payable: Associates Other related parties - RT-Mart -Others Accounts payable: Subsidiaries Sub-subsidiary - Ruentex Industries Ltd. (Shanghai) Associates Other related parties - RT-Mart |
December 31, 2021 $ 35 87,725 607 $ 88,367 $ 1,033 53,167 171 18,314 $ 72,685 |
December 31, 2020 $ 35 49,811 276 $ 50,122 $ - 24,591 - 14,278 $ 38,869 |
|---|---|---|
~90~
| Other payables: Associates Other related parties - RT-Mart -Others |
December 31, 2021 December 31, 2020 $ 97 $ 97 13,586 14,155 117 444 $ 13,800 $ 14,696 |
|---|---|
Other payables are mainly payables to related parties for services, insurance services, royalties, and equipment purchases.
5. Non-operating Income and Expenses
| Interest revenue: Associates Dividend income: Other related parties -Ruentex Engineering & Construction -Others Other income: Subsidiaries Associates Other related parties |
2021 $ 8,750 $ 81,306 5,497 $ 86,803 $ 11,046 6,438 17,178 $ 34,662 |
2020 $ 8,750 $ 56,820 3,498 $ 60,318 $ 842 4,923 17,677 $ 23,442 |
|---|---|---|
(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. Authorized operation contracts of Wholesale Business Department
- (1) In November 1998, the Company and other related parties signed the entrusted management and procurement agreement for the Zhonghe Hypermarket to authorize other related parties to provide the
~91~
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.
~92~
7. Property transactions
Acquisition and disposal of financial assets
Please refer to the description of Note 6(5) and 7.
- Status of endorsements and guarantees provided by the Company to related parties
| Sub-subsidiary | December 31, 2021 $- |
December 31, 2020 $ 80,850 |
|---|---|---|
9. Endorsements or Guarantees made by related parties
| Key management personnel | December 31, 2021 $ 46,258,540 |
December 31, 2020 $ 40,729,915 |
|---|---|---|
10. 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 Company’s Assets pledged as collateral are as follows:
| Carrying amount Asset items December 31, 2021 December 31, 2020 Investments accounted for using equity method $ 17,969,046 $ 14,446,254 Inventories 261,483 1,958,372 Property, plant, and equipment 1,181,397 1,195,882 Financial assets at fair value through other comprehensive income acquired - non- Current 1,389,865 1,119,503 |
Carrying amount December 31, 2021 December 31, 2020 |
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 |
~93~
| Investment real estate |
1,802,628 |
102,450 Mid- and long-term |
|---|---|---|
| loans | ||
| Financial Assets at amortized cost- non- |
624,083 |
638,117 For legal litigation, |
| Current | tariffs, and short-term | |
| borrowings |
~94~
IX. Significant Contingent Liabilities and Unrecognized Commitments
Except for those mentioned in Notes 6(7), (9), (10), (17) and 7, there are other material contingent liabilities and unrecognized contractual commitments as follows:
In order to help solve the problem of insufficient school buildings in elementary schools in Hsinchu County, the Company 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.
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 last year. The Company will continue to implement the principle of risk diversification to reduce the degree of impact of the pandemic on the overall operations. The Company 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 Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return share capital to shareholders, issue new shares or sell Assets in order to adjust to reach the most suitable capital structure. The Company uses the debt-to-capital ratio to monitor its capital, and such ratio is calculated by dividing the net debt by the total capital. The calculation of the net debt
~95~
refers to total borrowings (including the “Current and non-Current borrowings” listed in the unconsolidated balance sheet) with the deduction of cash and cash equivalents. The calculation of the total capital refer s to the addition of the “equity” listed on the unconsolidated balance sheet with the net debt.
The strategy in 2021 of the Company was maintained the same as the strategy in 2020. As of December 31, 2021 and 2020, the debt to total Assets ratio was as follows:
| in 2020. As of December 31, 2021 was as follows: |
and 2020, the debt | to total Assets rat |
|---|---|---|
| Total borrowings Less: Cash and cash equivalents Net debt Total equity Total capital Debt-to-total-capital ratio |
December 31, 2021 $ 34,259,666 ( 9,938,857) 24,320,809 106,961,446 $ 131,282,255 18.53% |
December 31, 2020 $ 32,856,750 ( 6,509,574) 26,347,176 105,603,778 |
$ 131,950,954 |
||
19.97% |
(III) Financial instruments
1. Type of financial instruments
| Financial assets Financial assets at fair value through profit or loss - non-current Financial assets at fair value through other comprehensive income acquired - Current and non-Current Financial Assets at amortized cost Cash and cash equivalents Notes receivable Accounts receivable Accounts receivable - related party Other receivables Other receivables - related Party Financial assets measured at amortized cost Financial assets Refundable deposits (listed as other non-current assets) |
December 31, 2021 $ 2,695,926 6,233,008 9,938,857 280 153,848 9,557 5,538 14,491 874,083 42,831 $ 19,968,419 |
December 31, 2020 $ 2,334,021 4,734,425 6,509,574 287 148,287 5,319 3,747 9,462 888,117 42,772 $ 14,676,011 |
|---|---|---|
~96~
Financial liabilities
| Financial liabilities are carried at amortized cost Short-term borrowings Short-term bills payable Notes payable Bills payable - related parties Accounts payable Accounts payable - related party Other payables Other Payable - Related Party Long-term borrowings (including due within one year or one operating cycle) Guarantee deposits received (listed as other non-current liabilities) Lease liabilities - current and non- current |
$ 1,100,000 2,277,271 11,849 88,367 137,382 72,685 279,194 13,800 30,882,395 725,769 $ 35,588,712 $ 368,587 |
$ 2,287,700 1,069,319 12,857 50,122 165,958 38,869 268,327 14,696 29,499,731 737,856 $ 34,145,435 $ 255,951 |
|---|---|---|
~97~
-
Risk management policies
-
(1) The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk.
-
(2) The risk management of the Company is executed by the financial department according to the policies approved by the board of directors, and cooperation with all operating units of the Company closely in order to be responsible for the identification, assessment and hedging of financial risks. The board of directors provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
-
Significant financial risks and degrees of financial risks
-
(1) Market risk
Foreign exchange risk
- A. The Company holds several foreign operating institution investments, and its net asset bears the foreign exchange risk. In addition, the Company’s businesses involve some non-functional currency operations. The information on Assets and liabilities denominated in foreign currencies whose values would be affected by the exchange rate fluctuations is as follow:
December 31, 2021
| December 31, 2021 | |||||
|---|---|---|---|---|---|
| Financial assets Monetary item USD:NTD CNY:NTD Non-monetary Items USD:NTD |
Foreign currency (in thousands of NTD) Exchange rate $ 376,501 27.68 7,103 4.344 $ 127,718 27.68 December 31, 2020 |
Carrying amount (NT$) $ 10,421,548 30,855 $ 3,535,233 |
Sensitivity analysis Range of variation Effects on profit and loss Effects on other comprehensiv e income 5% $ 521,077 $ - 5% 1,543 - 5% $ - $ 176,762 |
||
Range of variation 5% 5% 5% |
|||||
and loss $ 521,077 1,543 $ - |
e income $ - - $ 176,762 |
~98~
| Financial assets Monetary item USD:NTD CNY:NTD Non-monetary Items USD:NTD |
Foreign currency (in thousands of NTD) Exchange rate $ 228,757 28.48 836 4.377 $ 335,753 28.48 |
Carrying amount (NT$) $ 6,514,999 3,659 $ 9,562,233 |
Sensitivity analysis Range of variation Effects on profit and loss Effects on other comprehensiv e income 5% $ 325,750 $ - 5% 183 - 5% $ - $ 478,112 |
Sensitivity analysis Range of variation Effects on profit and loss Effects on other comprehensiv e income 5% $ 325,750 $ - 5% 183 - 5% $ - $ 478,112 |
Sensitivity analysis Range of variation Effects on profit and loss Effects on other comprehensiv e income 5% $ 325,750 $ - 5% 183 - 5% $ - $ 478,112 |
|---|---|---|---|---|---|
Range of variation 5% 5% 5% |
|||||
and loss $ 325,750 183 $ - |
e income $ - - $ 478,112 |
- 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 losses of NT$201,834 and income NT$338,805, for the years ended December 31, 2021 and 2020, respectively.
Price risk
-
A. The Company'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. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.
-
B. The Company mainly invests in domestic or foreign equity instruments. The prices of equity instruments is affected by the uncertainty of the future value of investment subject matters. If the prices of these equity instruments had increased/decreased by 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 2021 and 2020 would have increased by NT$311,650 and NT$236,721.
-
C. The Company has mostly invested in 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
~99~
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 Company’s interest rate risk arises from total borrowings with floating interest rates that expose the Company to cash flow interest rate risk. For the years ended December 31, 2021 and 2020, the Company’s borrowings issued at variable rates were mostly denominated in the New Taiwan Dollar.
-
B. The borrowing of the Company was measured at amortized cost, and re-pricing was performed according to the annual interest rate specified in the contract. Therefore, the Company is exposed to the risk of future market interest rate change.
-
C. If interest rates on borrowings had been 0.5% 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.
-
(2) Credit risk
-
A. Credit risk refers to the risk of financial loss to the Company 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 Company established management of credit risk from the company's perspective. 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. According to the internally specified credit extension policy, before each operating entity and each new customer of the Company establish the terms for payment and goods delivery, it is necessary to perform management and credit risk
~100~
analysis. The internal risk control considers the financial position, past experience and other factors in order to assess the credit quality of customers. Individual risk limits are set based on internal or external ratings in accordance with limits set by the board of directors. The utilization of credit limits is regularly monitored.
-
C. The Company adopts IFRS 9 to provide preliminary assumption, and when the payment specified according to the contract term has exceeded 90 days, breach of contract is deemed to have occurred.
-
D. The Company uses IFRS to provide the following assumptions, to determine if the credit risks of the financial instrument significantly increased since the initial recognition.
-
(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 determining the impairment of the debt instrument investment used by the Company is as the following:
-
(A) The possibilities that an issuer has a significant financial difficulty, or will become bankrupt or financial reorganized;
-
(B) Due to the financial difficulty of the issuer, such that the active market of the financial asset vanishes;
-
(C) An issuer delay or fail to repay the interests or principals;
-
(D) The unfavorable changes to the national or regional economic conditions leading to the default of an issuer.
-
F. The Company classifies the accounts payable of customers according to the characteristics of customer type, and adopts the simplified method to use the loss rate method as the basis for estimating the expected credit loss.
-
G. After the collection procedures, the financial assets amount that cannot be reasonably estimated will be written-off. However, the Company will continue to continue to pursue the legal right of recourse to protect the claims.
-
H. The Company considers customers’ past default records and actual financial position to adjust historical and real-time information to
~101~
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 0.00%~0.04% $ 156,616 $ 64 Not overdue -% $ 152,846 $- |
Past due 1-90 days 0.57% $ 6,738 $ 39 Past due 1-90 days -% $ 4 $- |
Past due 91 days and more 50%~100% $ 993 $ 839 Past due 91 days and more 50%~100% $ 3,357 $ 2,601 |
Total $ 164,347 |
|---|---|---|---|---|
$ 942 |
||||
| Total $ 156,207 |
||||
$ 2,601 |
- I. The accounts receivable allowance loss change table under the simplified approach of the Company is as follows:
| January 1 Gains on reversal of impairment loss December 31 |
2021 Accounts receivable $ 2,601 ( 1,659) $ 942 |
2020 Accounts receivable $ 2,683 ( 82) $ 2,601 |
|---|---|---|
-
J. The financial assets measured by the amortized cost accounted for by the Company are time deposits as a pledge and subordinated bonds. Because the cooperating financial institutions’ credit ratings are good, and the Company 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. The cash flow forecast of the Company is executed by the operating entity and summarized by the financial department. The financial department monitors rolling forecasts of the Company’s liquidity
~102~
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 Company 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. For the remaining cash held by the operating entity of the Company, when it exceeds the management needs of operating capital, the financial department invests the remaining capital in the saving deposit with interest, time deposit and repurchase agreements etc. The instruments selected have appropriate maturity date or sufficient liquidity in order to cope with the aforementioned forecasts and to provide sufficient movement level. As of December 31, 2021 and 2020, the Company’s position held in money market were NT$9,912,433 and NT$6,172,102.
- C. Detail of the loan credit not yet drawn down by the Company is as follows:
| Due within one year Due longer than one year |
December 31, 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 Company’s non-derivative financial | D. The table below analyses the Company’s non-derivative financial | D. The table below analyses the Company’s non-derivative financial |
|---|---|---|
| liabilities and net-settled or gross-settled derivative financial | ||
| liabilities into relevant maturity groupings based on the remaining | ||
| period at the balance | sheet date to the contractual | maturity date for |
| non-derivative financial liabilities. The amounts | disclosed in the | |
| following table are the contractual undiscounted cash flows: | ||
| Non-derivative financial | ||
| liabilities: | ||
| December 31, 2021 | Within 1 year Within 1-5 years |
More than 5 years |
| Short-term borrowings | $ 1,102,075 $ - |
$ - |
| (Note) | ||
| Short-term notes and | 2,280,000 - |
- |
| bills payable (Note) | ||
| Notes payable | 11,849 - |
- |
| Bills payable - related | 88,367 - |
~103~
| parties Accounts payable 137,382 Accounts payable - related party 72,685 Other payables 279,194 Other Payable - Related Party 13,800 Lease liabilities (Note) 63,174 Long-term borrowings (including due within one year or one operating cycle) (Note) 1,444,634 Non-derivative financial liabilities: December 31, 2020 Within 1 year Short-term borrowings (Note) $ 2,293,157 Short-term notes and bills payable (Note) 1,070,000 Notes payable 12,857 Bills payable - related parties 50,122 Accounts payable 165,958 Accounts payable - related party 38,869 Other payables 268,327 Other Payable - Related Party 14,696 Lease liabilities (Note) 39,062 Long-term borrowings (including due within one year or one operating cycle) (Note) 3,256,568 |
- - - - - - 198,531 126,207 29,601,472 - Within 1-5 years More than 5 years |
|---|---|
$ - $ - - - - - - - - - - - - - 95,705 140,360 26,977,753 - |
Note: The amount includes the expected interest to be paid in the future.
E. The Company does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.
~104~
(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 company's investment in domestic convertible bonds.
-
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 company's active market.
-
For the fair value information of investment real estate at cost of the Company, please refer to Note 6(11) for details.
-
The carrying amounts of the Company’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.
~105~
- The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the Assets and liabilities is as follows:
| December 31, 2021 Level 1 Assets Recurring fair value Financial assets at fair value through other comprehensive income acquired - Current Equity instrument investment - Domestic unlisted stocks $- Financial assets at fair value through profit or loss - non-current - Foreign privately offered fund $- 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 - Subtotal $ 4,819,305 Total $ 4,819,305 December 31, 2020 Level 1 Assets Recurring fair value Financial assets at fair value through profit or loss - non-current - Domestic convertible bonds $ 37,262 - Foreign privately offered fund - Subtotal $ 37,262 Financial assets at fair value through other comprehensive income acquired - non-Current Equity instrument investment - Domestic TWSE- and TPEx- listed stocks $ 3,990,465 - Domestic stocks listed in TPEx 83,278 - Domestic unlisted stocks - Subtotal $ 4,073,743 Tl $ 4,111,005 |
Level 2 $- $- $ - - $- $- Level 2 $ - - $- $ - - - $- $- |
Level 3 $ 1,303,338 $ 2,695,926 $ - 110,365 $ 110,365 $ 4,109,629 Level 3 $ - 2,296,759 $ 2,296,759 $ - - 660,682 $ 660,682 $ 2,957,441 |
Total $ 1,303,338 $ 2,695,926 $ 4,819,305 110,365 |
|---|---|---|---|
$ 4,929,670 $ 8,928,934 Total $ 37,262 2,296,759 $ 2,334,021 $ 3,990,465 83,278 660,682 |
|||
$ 4,734,425 $ 7,068,446 |
~106~
-
The methods and assumptions the Company used to measure fair value are as follows:
-
(1) The Company 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 unconsolidated balance sheet date (i.e. yield curves on the Taipei Exchange, average commercial paper interest rates quoted from Reuters).
-
(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 Company 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 such type of valuation model are not observable at market, and the Company 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 Company’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and
~107~
etc. In accordance with the Company’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the balance sheet date. The inputs and pricing information used during valuation are carefully assessed and adjusted based on Current market conditions.
-
(6) The Company 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 Company.
-
For the years ended December 31, 2021 and 2020, there was no transfer between Level 1 and Level 2.
~108~
- The following table shows the change of Level 3 for the years ended December 31, 2021 and 2020.
| January 1 Purchase for current period Distribution of dividends at cost of investment Transfer out for the current period - Cost -Adjustments for valuation Adjustments for valuation December 31 January 1 Purchase for current period Distribution of dividends at cost of investment Sales for current period - Cost -Adjustments for valuation Transfer out for the current period - Cost -Adjustments for valuation Adjustments for valuation December 31 |
2021 Debt instruments at |
Equity instruments at fair value through other comprehensive income Total $ 660,682 $ 2,957,441 10,013 277,677 ( 127,438) ( 127,438) ( 6,954) ( 6,954) 6,954 6,954 870,446 1,001,949 $ 1,413,703 $ 4,109,629 Equity instruments at fair value through other comprehensive income Total $ 1,052,590 $ 2,891,590 - 319,999 ( 122,503) ( 122,503) ( 71,275) ( 71,275) 9,745 9,745 ( 535,262) ( 577,961) 111,948 154,647 215,439 353,199 $ 660,682 $ 2957441 |
|---|---|---|
| fair value through | fair value through other comprehensive |
|
profit or loss $ 2,296,759 267,664 - - - 131,503 |
||
income $ 660,682 10,013 ( 127,438) ( 6,954) 6,954 870,446 |
||
$ 2,695,926 2020 Debt instruments at |
||
| fair value through | fair value through other comprehensive |
|
profit or loss $ 1,839,000 319,999 - - - ( 42,699) 42,699 137,760 |
||
income $ 1,052,590 - ( 122,503) ( 71,275) 9,745 ( 535,262) 111,948 215,439 |
||
$ 2,296,759 |
$ 660,682 |
~109~
-
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.
-
For the valuation process of classifying fair values under Level 3 of the Company, the accounting department is responsible for performing the independent fair value verification of the financial asset. Through independent source information to allow the result to be close to the market status, confirming information source being independent, reliable, and consistent with other sources as well as representing the executable price. In addition, the valuation model is calibrated periodically, retroactive test is performed, the input values and data required for the valuation model is spaded and other necessary fair value adjustments are made, in order to ensure that the valuation result is reasonable.
~110~
- 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:
| December 31, 2021 Fair value Non-derivative Equity Instrument: Domestic unlisted stocks $ 700 " 1,413,003 Foreign privately offered fund 2,695,926 December 31, 2020 Fair value Non-derivative Equity Instrument: Domestic unlisted stocks $ 700 " 659,982 Foreign privately offered fund 2,296,759 |
Valuation techniques Asset-Based Approach market approach Asset-Based Approach Valuation techniques Asset-Based Approach market approach Asset-Based Approach |
Significant unobservable inputs |
Interval N/A 16.11%~ 38.26% N/A Interval N/A 20.27%~ 28.24% 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 Relationship between |
||||
Not applicable Discount for lack of marketability Not applicable Significant unobservable inputs |
||||
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 |
- The Company carefully assesses and selects the valuation model and valuation parameters used; however, when different valuation model or valuation parameters are used, it may lead to different valuation result. For financial assets classified as Level 3, if there is a change in the valuation parameters, then the impact on profit or loss or other comprehensive income is as follows:
| 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, 2021 Recognized in profit and loss Chang es Favorable changes Adverse changes ±10%$- $- ±10%$ 269,593 ($ 269,593) |
December 31, 2021 Recognized as other comprehensive income Favorable changes Adverse changes $ 141,370 ($ 141,370) $- $- |
December 31, 2021 Recognized as other comprehensive income Favorable changes Adverse changes $ 141,370 ($ 141,370) $- $- |
|---|---|---|---|---|
Favorable changes $ 141,370 $- |
||||
| es ±10% ±10% |
||||
| ($ 269,593) | ||||
~111~
| Inputs Financial assets Equity Instrument Lack of marketability Marketability discount Debt instrument Lack of marketability Marketability discount |
December 31, 2020 Recognized in profit and loss Chang es Favorable changes Adverse changes ±10%$- $- ±10%$ 229,676 ($ 229,676) |
December 31, 2020 Recognized in profit and loss Chang es Favorable changes Adverse changes ±10%$- $- ±10%$ 229,676 ($ 229,676) |
December 31, 2020 Recognized as other comprehensive income Favorable changes Adverse changes $ 66,068 ($ 66,068) $- $- |
December 31, 2020 Recognized as other comprehensive income Favorable changes Adverse changes $ 66,068 ($ 66,068) $- $- |
|---|---|---|---|---|
Favorable changes $ 66,068 $- |
||||
| es ±10% ±10% |
||||
| ($ 229,676) | ||||
~112~
XIII. Separately Disclosed Items
(I) Significant transaction information
-
Loans to others: None.
-
Provision of endorsements and guarantees to others: Please refer to Table
-
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
Not applicable.
~113~
Ruentex Industries Ltd.
Statement of cash and cash equivalents December 31, 2021
Unit: NTD in Thousands
| Item Summary Cash on hand and revolving funds Bank deposits - Checking deposits - Demand deposits Including USD 45,545 thousand, an exchange rate of 27.68 NTD to USD Including EUR 5 thousand, an exchange rate of 31.32 NTD to EUR Including HKD 84 thousand, an exchange rate of 3.55 NTD to HKD Including CNY 6,695 thousand, an exchange rate of 4.344 NTD to CNY - Time deposits Including USD 309,148 thousand, an exchange rate of 27.68 NTD to USD Period of October 8, 2021~March 8, 2022 Cash equivalents - Bonds under repurchase agreements Interest rate of 0.20%, period of December 30, 2021~January 3, 2022 |
Amount $ 5,925 20,499 1,318,400 8,557,206 36,827 $ 9,938,857 |
|---|---|
~114~
Ruentex Industries Ltd. Statement of Inventories December 31, 2021
Unit: NTD in Thousands
| Item Summary Construction Business Department Construction land Zhixing Section, Xizhi Land in Xinfeng Shui-liu-tung Section, Yangmei Land in Dayuan Township Haitian Section, Tamsui Township Land in Taitung Less: Allowance for valuation losses Textile Business Department Raw materials Supplies Finished goods Merchandise inventory Less: Allowance for valuation losses Wholesale Business Department Work in Process Merchandise inventory Less: Allowance for valuation losses Total inventories |
Amount Remark Cost Net realisable value $ 47,478 $ 40,929 227,391 1,060,398 Note 619 9,988 40,086 62,859 Note 2,709 399 36,845 70,045 ( 31,781) 323,347 86,006 - 19,419 - 53,288 27,424 300,164 151,175 ( 280,228) 178,649 1,228 1,579 103,118 132,696 ( 1,683) 102,663 $ 604,659 |
|---|---|
Note: Please refer to the "Note 8, Pledged Asset" for more details.
~115~
Ruentex Industries Ltd.
Statement of changes in financial assets measured at fair value through profit or loss - current January 1 to December 31, 2021
Unit: NTD in Thousands
| Name Balance at the beginning of the period Increase in the current period Decrease in the current period Shares Amount Shares Amount Shares Amount RT-Mart International Co., Ltd. - $ - 4,085,139 $ 1,303,338 - $ - $- $ 1,303,338 $- |
Adjustments for valuation Balance at the end of the period Provided as a guarantee or hedge Remark Amount Shares Shareholding percentage Amount $ - 4,085,139 11.33% $ 1,303,338 No Note $- $ 1,303,338 |
|---|---|
Note: Please refer to 6(5) for the reclassification information related to RT-Mart International Co., Ltd.
~116~
Ruentex Industries Ltd.
Statement of changes in financial assets measured at fair value through profit or loss - non-current January 1 to December 31, 2021
Unit: NTD in Thousands
| Name Beginning balance Number of shares MagiCapital Fund Ⅱ, L.P. - HOPU USD MASTER FUND Ⅲ, L.P. - Convertible corporate bonds III issued by Brogent Technologies Inc. 336,000 |
Increased in period Amount Number of shares $ 273,454 - 2,023,305 - 37,262 - $ 2,334,021 |
the current Decreased in the current period Adjustments for valuation Ending balance Provided as a guarantee or hedge Remarks Amount Number of shares Amount Amount Number of shares Amount $ - - $ - $ 143,854 - $ 417,308 No 267,664 - - ( 12,351) - 2,278,618 No Note - (336,000) ( 49,280) 12,018 - -No Note $ 267,664 ($ 49,280) $ 143,521 $ 2,695,926 |
|---|---|---|
Note: Please refer to 6(4) for the relevant information on the increases and decreases in the current period.
~117~
Ruentex Industries Ltd.
Statement of changes in financial assets measured at fair value through profit or loss - non-Current January 1 to December 31, 2021
Unit: NTD in Thousands
| Name Beginning balance Number of shares Ruentex Materials Co., Ltd. 7,139,530 OBI Pharma, Inc. 8,408,957 Sunny Friend Environmental Technology Co., Ltd. 2,309,999 TaiMed Biologics, Inc. 10,261,408 Brogent Technologies Inc. 2,910,310 Ruentex Engineering & Construction Co., Ltd. 12,626,666 Save & Safe Corporation 4,267,233 Evergreen Steel Corp. 1,800,613 RT-Mart International Co., Ltd. 16,828,936 Huiyang Venture Capital Co., Ltd. 70,000 Uni Airways Corporation 695,077 Pacific Resources Corporation 1,078,437 Ruentex Interior Design Inc. - |
Increased in the curre Amount Number of shares $ 267,018 - 1,168,846 - 538,230 - 862,985 - 328,865 320,000 824,521 4,544,019 69,556 - 83,278 - 581,273 - 700 - 9,153 - - - - 333,773 $ 4,734,425 |
nt period Decreased in the c Amount Number of shares $ - - - - - - - - 49,280 - 10 ( 349,000) - - - ( 1,800,613) - ( 16,828,936) - - - - - ( 835,789) 10,013 - $ 59,303 |
urrent period Amount $ - - - - - ( 53,668) - ( 119,741) ( 1,430,776) - - - - ($ 1,604,185) |
Adjustments for valuation Ending balance Amount Number of shares Shareholding percentage ($ 49,620) 7,139,530 4.76% ( 210,224) 8,408,957 4.22% ( 77,385) 2,309,999 2.07% ( 138,529) 10,261,408 4.07% 19,183 3,230,310 5.63% 1,289,793 16,821,685 9.10% 14,722 4,267,233 2.51% 36,463 - - 849,503 - - - 70,000 2.56% 2,587 695,077 0.18% - 242,648 1.05% 3,634 333,773 2.47% $ 1,740,127 |
Provided as a guarantee or hedge Remarks Amount $ 217,398 No 958,622 Note 1 460,845 Note 1 724,456 Note 1 397,328 No Note 2 2,060,656 No Note 2 84,278 No - No Note 2 - No Note 2 700 No 11,740 No - No Note 2 13,647 No Note 2 $ 4,929,670 |
|---|---|---|---|---|---|
Note 1: Please refer to the "Note 8, Pledged Asset" for more details.
Note 2: Please refer to 6(5) for the relevant information on the increases and decreases in the current period.
~118~
Ruentex Industries Ltd.
Statement of financial Assets at amortized cost - non-Current January 1 to December 31, 2021
Unit: NTD in Thousands
| Name Beginning balance Increased in the current period Decreased in the current period Ending balance Number of shares Carrying amount Number of shares Amount Number of shares Amount Number of shares NTD certificate of deposit of Bank SinoPac Company Ltd. - $ 43,000 - $ - - $ - - NTD certificate of deposit of Land Bank of Taiwan - 24,500 - - - - - NTD certificate of deposit of Mega International Commercial Bank Co., Ltd. - 300 - - - - - USD certificate of deposit of King's Town Bank - 570,317 - - -( 14,034) - Subordinated debts of Nan Shan Life Insurance 250 250,000 - - - - 250 $ 888,117 $- ($ 14,034) |
Provided as a guarantee or hedge Remarks Carrying amount $ 43,000 Note 1 24,500 ” 300 ” 556,283 Note 1 & 2 250,000 No $ 874,083 |
|---|---|
Note 1: Please refer to the "Note 8, Pledged Asset" for more details.
Note 2: The decrease in the current period refers to the valuation of the USD certificate of deposit.
~119~
Ruentex Industries Ltd.
Statement of changes in investments accounted for using the equity method January 1 to December 31, 2021
Unit: NTD in Thousands
| Name Balance at the beginning of the period Increase in the cu Shares Amount Shares Ruentex Development Co., Ltd. 386,765,436 $ 26,492,921 154,706,414 Nan Shan Life Insurance Co., Ltd. 29,487,699 1,024,991 - Ruen Fu Newlife Corp. 600,000 - 799,998 Shing Yen Construction & Development Co., Ltd. 31,850,114 334,076 - Kompass Global Sourcing Solutions Ltd. 4,008,970 34,816 - Gin-Hong Investment Co., Ltd. 49,500,000 189,011 - Ruen Chen Investment Holdings Ltd. 4,485,690,000 86,363,458 662,860,000 Full Shine International Holdings Ltd. 19,500,000 2,229,621 - Concord Greater China Limited 17,580,000 7,214,950 - Gold Leaf International Group Co., Ltd. 500,000 8,481 - East Capital International Limited 4,208,000 26,668 - New Zone International Limited 13,792,000 82,513 - Total $ 124,001,506 |
rrent period Decrease in the c Amount Shares $ - - - - 8,000 ( 599,998) - - - - - ( 18,150,000) 82,800 - - - - - - - - - - - $ 90,800 |
urrent period Amount ($ 386,766) - - - - ( 181,500) - - ( 4,302,318) - - - ($ 4,870,584) |
Adjustments to valuation using the equity method (Note 1) Balance at the end of the period Market price or net value of equity Provi ded as a guara ntee or hedge Rem ark Shares Sharehold ing percentag e Amount Unit price (NTD) Total amount $ 996,728 541,471,850 25.70% $ 27,102,883 $ 63.80 $ 34,545,904 Note 2 Note 3 6,768 29,487,699 0.21% 1,031,759 34.99 1,031,759 No ( 7,225) 800,000 40.00% 775 0.97 775 No Note 4 165 31,850,114 50.94% 334,241 10.49 334,239 No ( 884) 4,008,970 100.00% 33,932 8.46 33,932 No 30,846 31,350,000 55.00% 38,357 1.22 38,357 No Note 5 1,504,109 5,148,550,0 00 23.00% 87,950,367 17.08 87,950,370 Note 2 Note 6 ( 245,646) 19,500,000 100.00% 1,983,975 101.74 1,983,975 No ( 1,495,841) 17,580,000 42.25% 1,416,791 80.59 1,416,791 No Note 7 ( 346) 500,000 100.00% 8,135 16.27 8,135 No 3,834 4,208,000 100.00% 30,502 7.25 30,502 No 13,317 13,792,000 100.00% 95,830 6.95 95,830 No $ 805,825 $ 120,027,547 $ 127,470,569 |
|---|---|---|---|
~120~
Unit: NTD in Thousands
Ruentex Industries Ltd.
Statement of changes in investments accounted for using the equity method January 1 to December 31, 2021
Note 1: The adjustments to valuation using the equity method include recognizing investment gains and losses on the investees, the recognition of adjustments to translation of foreign currency long-term investments, and the recognition of changes in the shareholders’ equity of investees using the equity method.
- Note 2: Please refer to the "Note 8, Pledged Asset" for more details.
Note 3: The record date for capitalization of Ruentex Development’s earnings was September 29, 2021, and the record date for cash dividends was August 1, 2021.
Note 4: The record date of capital reduction by of Ruen Fu Newlife Corp. was June 17, 2021, and the record date of capital increase was June 23, 2021.
Note 5: The record date of capital reduction by Gin-Hong Investment was June 23, 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.
Note 7: The record date of the announcement of cash dividends of Concord Greater China Limited was November 15, 2021.
~121~
Ruentex Industries Ltd.
Statement of changes in real estate, plant and equipment January 1 to December 31, 2021
Unit: NTD in Thousands
| Item Land Land improvements Buildings and structures Machinery and equipment Transportation equipment Leased assets Leasehold Improvements Other equipment |
Balance at the beginning of the period $ 803,350 37,756 385,004 1,215,317 15,948 24,515 221,792 2,207,854 $ 4,911,536 |
Increase in the current period $ - - - 900 - - 4,947 3,366 $ 9,213 |
Decrease in the current period $ - - - ( 695,536) - - ( 14,844) ( 424,985) ($ 1,135,365) |
Transfer amount for current period $ - - - - - - - 762 $ 762 |
Balance at the end of the period Provided as a guarantee or hedge Remarks $ 803,350 Note 37,756 Note 385,004 Note 520,681 No 15,948 No 24,515 No 211,895 No 1,786,997 Note $ 3,786,146 |
|---|---|---|---|---|---|
Explanation: For more details in depreciation method and years of useful life for real estate, plant and equipment please refer to Note 4(15).
Note: Please refer to the "Note 8, Pledged Asset" for more details.
~122~
Ruentex Industries Ltd.
Statement of changes in accumulated depreciation of real estate, plant and equipment January 1 to December 31, 2021
Unit: NTD in Thousands
| Item Land improvements Buildings and structures Machinery and equipment Transportation equipment Leased assets Leasehold Improvements Other equipment |
Beginning balance $ 34,467 148,706 1,170,229 14,398 24,515 208,186 1,998,627 $ 3,599,128 |
Increased in the current period $ - 11,196 8,498 547 - 8,017 6,439 $ 34,697 |
Decreased in the current period $ - - ( 695,460) - - ( 14,844) ( 424,985) ($ 1,135,289) |
Transferred in the current period $ - - - - - - - $- |
Ending balance Provided as a guarantee or hedge Remarks $ 34,467 Note 159,902 Note 483,267 No 14,945 No 24,515 No 201,359 No 1,580,081 Note $ 2,498,536 |
|---|---|---|---|---|---|
Explanation: For more details in depreciation method and years of useful life for real estate, plant and equipment please refer to Note 4(15). Note: Please refer to the "Note 8, Pledged Asset" for more details.
~123~
Ruentex Industries Ltd. Detailed changes of right-of-use assets, January 1 to December 31, 2021
Unit: NTD in Thousands
Decreased in the current Transferred in the current Provided as a guarantee or Item Beginning balance Increased in the current period period period Ending balance hedge Remarks Cost: Buildings and structures $ 353,134 $ 171,243 ($ 73,908) $ - $ 450,469[No ] Accumulated depreciation: Buildings and structures ( 100,234) ( 59,714) 73,908 - ( 86,040) No $ 252,900 $ 111,529 $ - $ - $ 364,429 Carrying amount
For the method of deprecation and useful years of right-of-use assets, please refer to Note 4(16).
~124~
Ruentex Industries Ltd. Statement of changes in investment real estate January 1 to December 31, 2021
Unit: NTD in Thousands
| Item Cost: Land Buildings Accumulated depreciation: Buildings Carrying amount |
Beginning balance Increased in the current period $ 342,145 $ - 442,517 433 784,662 433 ( 217,561) ( 9,406) $ 567,101 ($ 8,973) |
Decreased in the current period $ - ( 3,415) ( 3,415) 3,408 ($ 7) |
Transferred in the current period $ 1,696,889 - 1,696,889 - $ 1,696,889 |
Ending balance Provided as a guarantee or hedge Remarks $ 2,039,034Note 439,535 No 2,478,569 ( 223,559) No $ 2,255,010 |
|---|---|---|---|---|
Explanation: For more details in investment real estate please refer to Note 4(17).
Note: Please refer to the "Note 8, Pledged Asset" for more details.
~125~
Ruentex Industries Ltd. Statement of short-term borrowings December 31, 2021
Unit: NTD in Thousands
| Types of borrowing Creditor Balance at the end of the period Time-limit for contract Interest rate collars Secured loan King's Town Bank Co., Ltd. $ 500,000 September 5, 2021 to September 5, 2022 0.34% Credit Loan King's Town Bank Co., Ltd. 300,000 September 5, 2021 to September 5, 2022 0.92%~0.95% Taiwan Cooperative Bank 100,000 July 26, 2021 to July 26, 2022 ” HSBC Bank (Taiwan) Limited 200,000 March 18, 2021 to March 18, 2022 ” 600,000 $ 1,100,000 |
Loan limit Mortgage or guarantee Remarks $ 560,000 USD certificate of deposit of $20,000 and guarantee notes of $560,000 300,000 Guarantee notes NTD 300,000 200,000 Guarantee notes NTD200,000 1,000,000 Guarantee notes $1,000,000 1,500,000 $ 2,060,000 |
|---|---|
~126~
Ruentex Industries Ltd. Statement of short-term bills payable December 31, 2021
Unit: NTD in Thousands
Amount
| Item Guarantee or acceptance institution Time-limit for contract Interest rate collars Commercial papers payable Dah Chung Bills Finance Corporation August 23, 2021 to August 23, 2022 0.92%~0.94% Ta Ching Bills Finance Corporation June 1, 2021 to June 1, 2022 ” China Bills Finance October 14, 2021 to October 14, 2022 ” Taiwan Finance Corporation May 27, 2021 to May 27,, 2022 ” Mega Bills Finance Corporation December 15, 2021 to December 15, 2022 ” Taiwan Cooperative Bills Finance Corporation July 27, 2021 to July 27, 2022 ” International Bills Finance Corporation February 17, 2021 to February 17, 2022 ” Grand Bills Finance Corporation January 19, 2021 to January 19, 2022 ” |
Mortgage or guarantee Remark Issuing amount Unamortized bond discount Carrying amount $ 70,000 ($ 86) $ 69,914 Guarantee notes $150,000 600,000 ( 844) 599,156 17,000,000 shares of Ruentex Development and guarantee notes of NT$600,000 490,000 ( 688) 489,312 5,400,000 shares of Ruentex Development and guarantee notes of NT$600,000 370,000 ( 455) 369,545 6,700,000 shares of TaiMed Biologics, Inc. and guarantee notes of NT$400,000 250,000 ( 399) 249,601 Guarantee notes $600,000 100,000 ( 123) 99,877 4,000,000 shares of OBI Pharma, Inc. and guarantee notes of NT$300,000 100,000 ( 34) 99,966 Guarantee notes NTD 300,000 300,000( 100) 299,900 Guarantee notes NTD 500,000 $ 2,280,000 ($ 2,729) $ 2,277,271 |
|---|---|
~127~
Ruentex Industries Ltd.
- Statement of long term borrowings December 31, 2021
Unit: NTD in Thousands
| Creditor | Summary | Amount borrowed | Time-limit for contract | Interest | Mortgage or guarantee | Remarks |
|---|---|---|---|---|---|---|
| Land Bank of Taiwan | Secured loan | $ 400,000 | December 23, 2021 to | Investment Real Estate - Yangmei Plant and land, and guarantee note of NT$700,000 | One-off payment upon maturity | |
| December 23, 2023 | 0.75%~1.08% | |||||
| Bank SinoPac | ” | 200,000 | August 7, 2021 to August 6, 2023 |
” |
Construction land - land in Xinfeng and guarantee notes of NT$700,000 | One-off payment upon maturity |
| Chang Hwa Bank | ” | 1,000,000 | November 25, 2021 to October 31, 2023 |
” | Construction land - land in Dayuan and guarantee notes of NT$1,800,000 | One-off payment upon maturity |
| Taiwan Cooperative Bank | 475,000 | July 26, 2021 to July 26, | ” | Construction land - land, property, plant, and equipment in Xinfeng - land in Xinfeng and Fuxiang | One-off payment upon maturity |
|
| ” | 2023 | Section, Zhonghe District, and guarantee notes of NT$475,000 | ||||
| KGI Bank | ” | NT$1,400,000 | December 10, 2021 to December 10, 2023 |
” | Construction land - land in Xinfeng and guarantee notes of NT$1,400,000 | One-off payment upon maturity |
| Hua Nan Commercial Bank | ” | 300,000 | October 1, 2021 to October 1, 2023 |
” | Property, plant, and equipment - Guanyin Plant and land, and guarantee note of NT$300,000 | One-off payment upon maturity |
| Hua Nan Commercial Bank | ” | 1,200,000 | November 26, 2021 to November 26, 2024 |
” | Investment Real Estate - land in Wuqi District, Taichung City, and guarantee note of NT$1,200,000 |
Amortized and repaid every quarter after the grace period |
| Taishin Bank | ” | 1,000,000 | April 23, 2021 to April 23, 2023 |
” | 31,000,000 shares of Ruentex Development and guarantee notes of NT$1,000,000 | One-off payment upon maturity |
| Taishin Bank | ” | 2,000,000 | April 23, 2021 to April 23, 2023 |
” | 300,080,193 shares of Ruen Chen Investment Holdings Ltd. and guarantee notes of NT$2,000,000 | One-off payment upon maturity |
| Bank of Taiwan | ” | 2,000,000 | July 30, 2021 to July 28, 2023 |
” | 230,000 thousand shares of Ruen Chen Investment Holdings Ltd. and guarantee notes of NT$2,000,000 |
Amortized and repaid every quarter after the grace period |
| CTBC Bank | ” | 800,000 | April 29, 2021 to June 18, 2023 |
” | 2,309,999 shares of Sunny Friend Environmental Technology Co., Ltd. and guarantee notes of NT$800,000 |
One-off payment upon maturity |
| First Bank | ” | 1,000,000 | June 21, 2021 to June 21, 2023 |
” | 112,023,469 shares of Ruen Chen Investment Holdings Ltd. and guarantee notes of NT$1,000,000 | One-off payment upon maturity |
| Nandong Branch, Taiwan Shin Kong Commercial Bank Co., Ltd. |
” | 500,000 | August 10, 2021 to August 10, 2023 |
” | 57,611,139 shares of Ruen Chen Investment Holdings Ltd. and guarantee notes of NT$500,000 | One-off payment upon maturity |
| 12,275,000 | ||||||
| First Bank | Credit | 2,000,000 | June 21, 2021 to June 21, | Guarantee notes $2,000,000 | One-off payment upon maturity | |
| 2023 | 0.75%~1.08% | |||||
| Taiwan Cooperative Bank | ” | 300,000 | July 26, 2021 to July 26, 2023 |
” | Guarantee notes NTD 300,000 | One-off payment upon maturity |
| Land Bank of Taiwan | ” | 187,500 | June 29, 2021 to June 28, 2024 |
” | Guarantee notes $1,000,000 | Amortized and repaid every half-yea after the grace period |
| Taishin Bank | ” | 3,050,000 | April 29, 2021 to April 29, 2023 |
” | Guarantee notes $3,650,000 | One-off payment upon maturity |
| Bank SinoPac | ” | 500,000 | July 7, 2021 to July 31, 2023 |
” | Guarantee notes NTD 500,000 | One-off payment upon maturity |
| Bank SinoPac | ” | 400,000 | August 6, 2020 to August 6, 2023 |
” |
Guarantee notes $800,000 | Amortized and repaid every half-yea after the grace period |
| Bank SinoPac | ” | 400,000 | August 7, 2020 to August 6, 2022 |
” |
Guarantee notes $900,000 | One-off payment upon maturity |
| Entie Commercial Bank | ” | 500,000 | August 27, 2021 to August 27, 2023 |
” | Guarantee notes NTD 500,000 | One-off payment upon maturity |
| Nandong Branch, Taiwan Shin Kong Commercial Bank Co., Ltd. |
” | 200,000 | August 10, 2021 to August 10, 2023 |
” | Guarantee notes NTD200,000 | One-off payment upon maturity |
Amortized and repaid every half-year after the grace period One-off payment upon maturity One-off payment upon maturity
Amortized and repaid every half-year after the grace period One-off payment upon maturity One-off payment upon maturity One-off payment upon maturity
~128~
Ruentex Industries Ltd. - Statement of long term borrowings December 31, 2021
Unit: NTD in Thousands
| Bank of East Asia ” DBS Bank ” Hua Nan Commercial Bank ” Mizuho Bank ” Agricultural Bank of China ” Chang Hwa Bank ” Chang Hwa Bank ” Bank of Taiwan ” Bank of Taiwan ” Bank of China ” The Shanghai Commercial & Savings Bank Commercial paper - credit Less: Due within one year Discount on commercial papers Total |
600,000 December 24, 2021 to December 24, 2023 ” Guarantee notes $600,000 1,000,000 December 25, 2021 to December 25, 2023 ” Guarantee notes $1,000,000 400,000 June 29, 2021 to June 28, 2024 ” Guarantee notes NTD 500,000 2,500,000 December 15, 2021 to December 15, 2023 ” Guarantee notes $2,500,000 1,700,000 December 21, 2021 to December 21, 2023 ” Guarantee notes NT$1,700,000 700,000 November 25, 2021 to October 31, 2023 ” Guarantee notes $800,000 450,000 June 29, 2021 to June 28, 2024 ” Guarantee notes $600,000 1,120,000 August 6, 2020 to August 6, 2023 ” Guarantee notes $1,500,000 1,100,000 August 18, 2021 to August 18, 2023 ” Guarantee notes NT$1,100,000 1,200,000 June 7, 2021 to June 6, 2023 ” Guarantee notes NT$1,200,000 18,307,500 300,000 June 17, 2021 to April 19, 2023 0.75%~1.08% Guarantee notes $600,000 30,882,500 ( 1,435,000) ( 105) $ 29,447,395 |
|---|---|
One-off payment upon maturity One-off payment upon maturity
Amortized and repaid every half-year after the grace period One-off payment upon maturity
One-off payment upon maturity
One-off payment upon maturity
Amortized and repaid every half-year after the grace period
Amortized and repaid every half-year after the grace period Amortized and repaid every quarter after the grace period One-off payment upon maturity
Long-term commercial paper, one-off payment upon maturity
~129~
Ruentex Industries Ltd. Statement of operating revenue January 1 to December 31, 2021
Unit: NTD in Thousands
| Item Summary Revenue from contracts with customers - Revenue from sales of goods Textile segment Retail segment Hypermarket segment Rental income Subtotal Less: Sales returns and discounts |
Amount Subtotal $ 606,390 510,544 1,317,789 |
Total $ 2,434,723 60,667 2,495,390 ( 31,397) $ 2,463,993 |
Remarks |
|---|---|---|---|
~130~
Ruentex Industries Ltd. Statement of operating costs January 1 to December 31, 2021
Unit: NTD in Thousands
| Item Cost of sales of goods Cost of hypermarket Beginning inventory Add: Purchases for current period Less: Loss on physical inventory Loss on inventory scrap Ending inventory Cost of purchase and sales Gain from price recovery of inventory loss on physical inventory Loss on inventory scrap Textile and retail costs Textile cost Raw material inventory, beginning of the period Add: Purchase of raw materials for the current period Less: Raw material inventory, end of the period Raw materials consumed in the current period Supply inventory, beginning of the period Less: Supply inventory, end of the period Supplies consumed in the current period Production overheads Manufacturing cost Add: Finished goods inventory, beginning of the period Purchases in the current period Inventory adjustment credits Less: Loss on inventory scrap Finished goods inventory, end of the period Cost of production and sales Gain from price recovery of inventory Inventory adjustment credits Loss on inventory scrap Retail cost Merchandise, beginning of the period Add: Purchases for current period Inventory adjustment credits Less: Loss on inventory scrap of merchandise Reclassified to sales and administrative expenses Merchandise, end of the period Cost of purchase and sales Gains on merchandise value recoveries |
Item Cost of sales of goods Cost of hypermarket Beginning inventory Add: Purchases for current period Less: Loss on physical inventory Loss on inventory scrap Ending inventory Cost of purchase and sales Gain from price recovery of inventory loss on physical inventory Loss on inventory scrap Textile and retail costs Textile cost Raw material inventory, beginning of the period Add: Purchase of raw materials for the current period Less: Raw material inventory, end of the period Raw materials consumed in the current period Supply inventory, beginning of the period Less: Supply inventory, end of the period Supplies consumed in the current period Production overheads Manufacturing cost Add: Finished goods inventory, beginning of the period Purchases in the current period Inventory adjustment credits Less: Loss on inventory scrap Finished goods inventory, end of the period Cost of production and sales Gain from price recovery of inventory Inventory adjustment credits Loss on inventory scrap Retail cost Merchandise, beginning of the period Add: Purchases for current period Inventory adjustment credits Less: Loss on inventory scrap of merchandise Reclassified to sales and administrative expenses Merchandise, end of the period Cost of purchase and sales Gains on merchandise value recoveries |
Amount Subtotal Total $ 102,764 996,926 ( 3,288) ( 5,543) ( 104,346) 986,513 ( 455) 3,288 5,543 $ 994,889 229,722 4,626 ( 86,006) 148,342 21,718 ( 19,419) 2,299 75,092 225,733 78,855 470,871 8 ( 2,520) ( 53,288) 719,659 ( 163,838) ( 8) 2,520 558,333 317,152 177,460 3 ( 319) ( 2,576) ( 300,164) 191,556 ( 36,781) |
Remarks |
|---|---|---|---|
~131~
| Inventory profit Loss on inventory scrap of merchandise Rental cost Depreciation expense Total operating costs |
Ruentex Industries Ltd. Statement of operating costs January 1 to December 31, 2021 ( 3) 319 |
Unit: N 155,091 9,406 $ 1,717,719 |
|---|---|---|
Unit: NTD in Thousands
~132~
Ruentex Industries Ltd. Statement of selling expenses January 1 to December 31, 2021
Unit: NTD in Thousands
| Item Summary Wages and salaries Depreciations Advertisement expense Freight expense Other expense |
Amount Remark $ 184,014 79,756 41,795 29,022 254,764 Note $ 589,351 |
|---|---|
Note: The amount of the remaining items does not exceed 5% of the balance of the account.
~133~
Ruentex Industries Ltd. Statement of administrative expenses January 1 to December 31, 2021
Unit: NTD in Thousands
| Item Summary Wages and salaries Depreciations Other expense |
Amount Remark $ 165,223 14,655 68,425 Note $ 248,303 |
|---|---|
Note: The amount of the remaining items does not exceed 5% of the balance of the account.
~134~
Ruentex Industries Ltd.
- Statement of aggregate current period employee benefits and depreciation expenses by function (continued) January 1 to December 31, 2021
| Unit: NTD in Thousands | Unit: NTD in Thousands | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||
| Function | ||||||||||
| Operating costs |
Operating expenses |
Total | Operating costs |
Operating expenses |
Total | |||||
| Nature | ||||||||||
| Employee benefit expenses | ||||||||||
| Wages and salaries | $ | - | $ 349,237 |
$ |
349,237 | $ |
1,504 | $ 361,090 | $ 362,594 | |
| Labor and Health Insurance costs | - | 32,474 | 32,474 | 137 | 32,284 | 32,421 | ||||
| Pension expense | - | 15,298 | 15,298 | 91 | 16,869 | 16,960 | ||||
| Remuneration for Directors | - | 27,300 | 27,300 | - | 27,450 | 27,450 | ||||
| Other employee benefit expense | - | 13,866 | 13,866 | 70 | 14,378 | 14,448 | ||||
| Depreciation expense | 9,406 | 94,411 | 103,817 | 10,477 | 89,076 | 99,553 |
Notes:
-
The employees of the current year and the previous year are 550 and 600, respectively, and the directors not concurring employees are 6 and 7, respectively.
-
Shall the shares of the company listed and traded in TWSE or TPEx, the following information shall be disclosed:
(1) The averaged employees’ benefit expenses of the year was NT$755 (Total of employees’ benefit expenses - total remunerations of directors of the year/ number of the employees - numbers of directors no concurring employees of the year).
The averaged employees’ benefit expenses of the previous year was NT$719 (Total of employees’ benefit expenses - total remunerations of directors of the previous year/ number of the employees - numbers of directors no concurring employees of the previous year).
(2) The averaged employees’ salary expenses of the year was NT$642 (Total of salary expenses of the year/ number of the employees - numbers of directors no concurring employees of the year).
The averaged employees’ salary expenses of the previous year was NT$611 (Total of salary expenses of the previous year/ number of the employees - numbers of directors no concurring employees of the previous year).
~135~
Ruentex Industries Ltd.
- Statement of aggregate current period employee benefits and depreciation expenses by function (continued) January 1 to December 31, 2021
Unit: NTD in Thousands
-
(3) The average adjustment to employees’ salary expenses was 5.07% (Average salary expenses of the year - average salary expenses of the previous year/
-
average salary expenses of the previous year).
-
(4) The Company established an Audit Committee on June 22, 2018, and dismissed the supervisors on the same day. The remuneration to the Audit
-
Committee for this year is NT$540, and NT$480 for the previous year.
-
(5) Salary and remuneration policy
-
A. The remuneration of the Company's directors is determined in accordance with the Company's Articles of Incorporation and with reference to the Company's operating performance and the general standards in the industry, while reviewed by the Remuneration Committee and submitted to the Board of directors for approval.
- An evaluation of directors’ performance is conducted regularly every year. According to the Company's Regulations for Performance Assessment of the Board of Directors, the evaluation results will be reported to the board of directors as a reference for review and improvement and selection or nomination of directors or remuneration determination. The Company's operating goals, financial positions, and directors' responsibilities have been fully considered for the fixed compensation for serving as directors concurrently. In addition, the remuneration to directors is not distributed in accordance with the Company’s Articles of Incorporation.
-
B. The compensation to the Presidents and Vice Presidents include salaries, bonuses, and employee remuneration, which is determined in accordance with the Company's human resources and salary policy and with reference to the Company's operating performance, their contribution to the Company, and the general standards in the industry, while reviewed by the Remuneration Committee and submitted to the Board of directors for approval.
-
C. The compensation to directors, Presidents, and Vice Presidents shall not only be based on the Company’s operating performance while with reference to the general standards in the industry, but shall be adjusted based on the factors related to operating performance evaluation and possible future operational risks of the Company. Meanwhile, the Remuneration Committee of the Company regularly reviews and evaluates the policies, systems, standards, and structure of the compensation to directors and managers and submits suggestions to the board of directors so as to strike a balance between the Company's sustainable operation and risk control.
~136~
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)
| No. Endorsement guarantor 1 Company name Zer o Ruentex Industries Ltd. |
Entity for which the endorsement/guarantee is made Relationshi p Maximum amount of endorsements/guarantees permitted to any single entity Company name (Note 2) Ruentex Industries Ltd. (Shanghai) 2 $ 96,265,301 |
Maximum balance of endorsements/guarantees |
Maximum balance of endorsements/guarantees |
Balance of endorsements/guarantees at the end of the period Actual amount drawn $ - $ - |
Amount of endorsements/guarantees |
Amount of endorsements/guarantees |
Cumulative amount of endorsements/guarantees as a percentage of the net worth as stated in the latest financial statement Maximum amount of endorsements/guarantees - $ 106,961,446 |
Cumulative amount of endorsements/guarantees as a percentage of the net worth as stated in the latest financial statement Maximum amount of endorsements/guarantees - $ 106,961,446 |
Cumulative amount of endorsements/guarantees as a percentage of the net worth as stated in the latest financial statement Maximum amount of endorsements/guarantees - $ 106,961,446 |
Maximum amount of | Endorsements/guarantees | Endorsements/guarantees | Endorsements/guarantees |
Endorsements/guarantees |
Belong to endorsement guarantee to Mainland Remar |
Belong to endorsement guarantee to Mainland Remar |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| t | ||||||||||||||||
as stated in the latest financial statement - |
made by the parent for its |
made by the subsidiary |
||||||||||||||
$ |
for the current period 80,850 |
$ |
$ |
secured by property - |
subsidiaries Y |
company for its parent N |
China k Y Note 8 |
|||||||||
$ 106,961,446 |
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.
(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)
| Type and name of the securities Relationship with the issuer of securities Company holding the securities 1 (Note 2) Account recognized Shares Ruentex Industries Ltd. Magi Capital Fund II, L.P. - Financial assets at fair value through profit or loss - non-current - $ HOPU USD MASTER FUND III, L.P. - ” - 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 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 Shares of Save & Safe Corporation - ” 4,267,233 Shares of Ruentex Interior Design Inc. - ” 333,773 Shares of Huiyang Venture Capital Co., Ltd. - ” 70,000 Shares of Uni Airways Corporation - ” 695,077 Shares of Pacific Resources Corporation - ” 242,648 Shares of Brogent Technologies Inc. - ” 3,230,310 Shares of TaiMed Biologics The Company is a juridical person director of the company. ” 10,261,408 Shares of OBI Pharma, Inc. - ” 8,408,957 Shares of Sunny Friend Environmental Technology Co., Ltd. - ” 2,309,999 Shares of Ruentex Material Co., Ltd. The Company is a juridical person director of the company. ” 7,139,530 Subordinated debts of Nan Shan Life InsuranceOne of the Company’s affiliates is a controlled company of the company. Amortized cost financial Assets - non-Current - 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 Concord Greater China Limited. Shares of Sun Art Retail Group Ltd. - ” 231,204,324 Sinopac Global Investment Ltd. Shares of Asensus Surgical (ASXC) - ” 15,333 Shares of OPKO Health Inc.(OPK) - ” 4,571,665 |
End of the period Carrying amount Remark (Note 3) Shareholding percentage Fair value (Note 4) 417,308 5.23 $ 417,308 2,278,618 3.80 2,278,618 1,303,338 11.33 1,303,338 Note 10 2,060,656 9.10 2,060,656 Notes 11, 12, and 13 84,278 2.51 84,278 13,647 2.47 13,647 Note 14 700 2.56 700 11,740 0.18 11,740 - 1.05 - 397,328 5.63 397,328 Note 16 724,456 4.07 724,456 Note 7 958,622 4.22 958,622 Note 5 460,845 2.07 460,845 Note 6 217,398 4.76 217,398 250,000 - 250,000 3,567,855 4.98 3,567,855 Note 15 2,569,021 2.42 2,569,021 Note 8 472 0.01 472 Note 9 608,675 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
| ttached Table III Buying/selling |
Type and name of the securities (Note 1) Counterparty Relationship Beginning of Account recognized (Note 2) (Note 2) Shares A-RT Retail Holidings Ltd. Financial assets at fair value through other comprehensive income - non-Current A-RT Retail Holidings Ltd. - 8,892,474 $ Sun Art Retail Group Ltd. ” ” - - |
Beginning of | the period Buying (Note 3) Selling (Note 3) Amount Shares Amount Shares Price Book cost 5,941,056 - - 8,892,474 - $ 5,396,563 - 231,204,324 $ 5,396,563 - - - |
Unit: New Taiwan Dollars in Thousands (Unless Stated Otherwise) End of the period Remark Gain(loss) on disposal Shares Amount - - - Note 5 - 231,204,324 $ 2,979,773 Note 5 |
|---|---|---|---|---|
company Concord Greater China Limited. ” |
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)
| The company making the purchase (sale) of goods Name of counterparty Relationship Ruentex Industries Ltd. RT-Mart International Co., Ltd. The Company is a juridical person director of the company. |
Purchase (sale) of goods Amount Purchase of goods $ 483,456 |
Difference between the terms and conditions of transaction and the general type of transaction and the reason for any such difference (Note 1) Transaction conditions Notes receivable/payable and accounts receivable/payable As a percentage of total purchases (sales) of goods As a percentage of notes receivable/payable and accounts receivable/payable (Note 4) Credit period Unit price Credit period Balance 54.37 Purchase of goods in line with general conditions Same as general transactions Same as general transactions ($ 106,039) 34.23 |
Difference between the terms and conditions of transaction and the general type of transaction and the reason for any such difference (Note 1) Transaction conditions Notes receivable/payable and accounts receivable/payable As a percentage of total purchases (sales) of goods As a percentage of notes receivable/payable and accounts receivable/payable (Note 4) Credit period Unit price Credit period Balance 54.37 Purchase of goods in line with general conditions Same as general transactions Same as general transactions ($ 106,039) 34.23 |
Remark (Note 2) |
|---|---|---|---|---|
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
| ached Table V Transaction information No. Relationship with the transaction party (Note 1) Name of the transaction party Transaction counterparty (Note 2) Account Amount Zero Ruentex Industries Ltd. Ruentex Industries Ltd. (Shanghai) 1 Sales revenue $ 81,499 ” ” KOMPASS GLOBAL SOURCING SOLUTIONS LTD. 1 Sales revenue 13,806 1 Ruentex Industries Ltd. (Shanghai) Ruentex Industries Ltd. 2 Sales revenue 445,341 ” ” ” 2 Accounts receivable 53,167 |
Unit: New Taiwan Dollars in Thousands (Unless Stated Otherwise) As a percentage of the consolidated total operating revenue or total assets Terms and conditions of transaction (Note 3) Note 4 3.02 ” 0.51 ” 16.52 ” 0.04 |
|---|---|
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)
| Original investment amount | Original investment amount | Holding at the end of period | Holding at the end of period | Gains and losses on investment | Gains and losses on investment | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| End of the current | Current profit and loss of the | recognized for the current | ||||||||||
| Name of the investing company | Name of the investee company | Location | Main business items | period | End of last year | Shares | Ratio | Carrying amount |
investee company | period | Remark | |
| Ruentex Industries Ltd. | Ruentex Development Co., Ltd. | Taiwan | Congregate | $ 5,779,517 | $ 5,779,517 | 541,471,850 | 25.70 $ 27,102,883 | $ 14,853,071 | $ | 3,810,320 | The investee | |
| housing and | company | |||||||||||
| commercial building | accounted for | |||||||||||
| rental and sale and | under the equity | |||||||||||
| operation of | method (Note 1 | |||||||||||
| department store | and 5) | |||||||||||
| business | ||||||||||||
| Ruentex Industries Ltd. | Nan Shan Life Insurance Co., Ltd. | Taiwan | Personal insurances, | 436,800 | 436,800 | 29,487,699 | 0.21 1,031,759 | 58,643,377 | 125,086 | The investee | ||
| including life | company | |||||||||||
| insurance, health | accounted for | |||||||||||
| insurance, damage | under the equity | |||||||||||
| insurance or annuity. | method | |||||||||||
| Ruentex Industries Ltd. | Ruen Fu Newlife Corp. | Taiwan | Senior Citizen's | 54,785 | 46,785 | 800,000 | 40.00 775 | ( 12,103) | ( | 7,292) | The investee | |
| housing and | company | |||||||||||
| buildings general | accounted for | |||||||||||
| affairs | under the equity | |||||||||||
| administration | method (Note 3) | |||||||||||
| Ruentex Industries Ltd. | Shing Yen Construction & | Taiwan | Construction | 1,054,871 | 1,054,871 | 31,850,114 | 50.94 334,241 | ( 2,573) | ( | 392) | Subsidiary of the | |
| Development Co., Ltd. | Business | Company | ||||||||||
| Ruentex Industries Ltd. | Kompass Global Sourcing | Taiwan | International Trade | 173,800 | 173,800 | 4,008,970 | 100.00 33,932 | ( 885) | ( | 885) | Subsidiary of the | |
| Solutions Ltd. | Company | |||||||||||
| Ruentex Industries Ltd. | Gin-Hong Investment Co., Ltd. | Taiwan | General Investment | 313,500 | 495,000 | 31,350,000 | 55.00 38,357 | 56,082 | ( | 119) | Subsidiary of the | |
| Company (Note 4) | ||||||||||||
| Ruentex Industries Ltd. | Ruen Chen Investment Holdings | Taiwan | General Investment | 17,677,800 | 17,595,000 | 5,148,550,000 | 23.00 87,950,367 | 52,526,803 | 12,081,165 | The investee | ||
| Ltd. | company | |||||||||||
| accounted for | ||||||||||||
| under the equity | ||||||||||||
| method | ||||||||||||
| (Note 2 & 6) | ||||||||||||
| Ruentex Industries Ltd. | Full Shine International Holdings | British Virgin | General Investment |
536,074 | 536,074 | 19,500,000 | 100.00 1,983,975 | 7,377 | 7,377 | Subsidiary of the | ||
| Ltd. | Islands (BVI) | Company | ||||||||||
| Ruentex Industries Ltd. | Concord Greater China Limited. | British Virgin | General Investment |
672,764 | 672,764 | 17,580,000 | 42.25 1,416,791 | 97,738 | 41,292 | Subsidiary of the | ||
| Islands (BVI) | Company | |||||||||||
| Ruentex Industries Ltd. | Gold Leaf International Group | British Virgin | International Trade |
17,223 | 17,223 | 500,000 | 100.00 8,135 | ( 109) | ( | 109) | Subsidiary of the | |
| Co., Ltd. | Islands (BVI) | Company | ||||||||||
| Ruentex Industries Ltd. | East Capital International Limited. | British Virgin | General Investment |
137,423 | 137,423 | 4,208,000 | 100.00 30,502 | 4,045 | 4,045 | Subsidiary of the | ||
| Islands (BVI) | Company | |||||||||||
| Ruentex Industries Ltd. | New Zone International Limited. | Samoan | General Investment | 438,416 | 438,416 | 13,792,000 | 100.00 95,830 | 13,843 | 13,843 | Subsidiary of the | ||
| Islands | Company | |||||||||||
| Full Shine International Holdings | Sinopac Global Investment Ltd. | Cayman | General Investment | 627,608 | 627,608 | 19,500,000 | 49.06 1,211,678 | 15,115 | 7,415 | Sub-subsidiary of | ||
| Ltd. | Islands | the Company | ||||||||||
| Sinopac Global Investment Ltd. | Concord Greater China Limited. | British Virgin | General Investment |
807,135 | 807,135 | 6,452,000 | 15.51 905,980 | 97,738 | 15,154 | Subsidiary of the | ||
| Islands (BVI) | 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.
-
The financial reports audited and certified by an international accounting firm having a business cooperation relationship with an ROC accounting firm.
-
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
Name of Major Shareholders Ruentex Development Co., Ltd. Changchun Investment Co., Ltd. Huei Hong Investment Co., Ltd.
| 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