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SFC — Annual Report 2019
Nov 14, 2019
51753_rns_2019-11-14_fd32a114-616a-4a08-b7f0-87d437a122b3.pdf
Annual Report
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Standard Foods Corporation and Subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2019 and 2018 and Independent Auditors’ Report
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2019 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standards No. 10, “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we have not prepared a separate set of consolidated financial statements of affiliates.
Very truly yours,
STANDARD FOODS CORPORATION
By
TER-FUNG TSAO Chairman
March 18, 2020
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Standard Foods Corporation
Opinion
We have audited the accompanying consolidated financial statements of Standard Foods Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit of the consolidated financial statements for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020, and auditing standards generally accepted in the Republic of China. We conducted our audit of the consolidated financial statements for the year ended December 31, 2018 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements 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 Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter identified in the Group’s consolidated financial statements for the year ended December 31, 2019 is stated as follows:
Evaluation of Inventory
The products of the Group mainly include nutritional food, edible oils, dairy products, and beverages. Management estimated the allowance for impairment loss of inventory of various products based on the current market condition and historical sales experience. Refer to Notes 4, 5, and 12 to the consolidated financial statements for detailed information related to assessment of inventory. Because the assessment of impairment loss of inventory involves management’s critical accounting estimates and judgments, we considered the assessment of the allowance for impairment loss of inventory to be a key audit matter.
The audit procedures that we performed in response to the abovementioned key audit matter included obtaining information pertaining to the lower of cost or net realizable value (LCNRV), sampling the projected pricing information to the most recent sales record to assess the reasonableness of the judgment on LCNRV, and collecting the related documentations on obsolete inventory to assess the appropriateness of methodology adopted in the calculation of the impairment loss of inventory.
Other Matter
We have also audited the parent company only financial statements of Standard Foods Corporation as of and for the years ended December 31, 2019 and 2018 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
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Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Tza-Li Gung and Ching-Cheng Yang.
Deloitte & Touche Taipei, Taiwan Republic of China March 18, 2020
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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STANDARD FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Note 7) Financial assets at fair value through other comprehensive income - current (Note 8) Financial assets at amortized cost - current (Note 9) Notes receivable (Notes 10 and 26) Trade receivables (Notes 10 and 26) Lease receivables - current (Note 11) Finance lease receivables - current (Note 11) Other receivables (Note 10) Current tax assets (Note 28) Inventories (Note 12) Prepayments (Note 13) Other current assets (Notes 20 and 36) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Note 7) Financial assets at fair value through other comprehensive income - non-current (Note 8) Property, plant and equipment (Notes 15 and 36) Right-of-use assets (Note 16) Investment properties (Notes 17 and 36) Goodwill Other intangible assets (Note 18) Deferred tax assets (Note 28) Lease receivables - non-current (Note 11) Finance lease receivables - non-current (Note 11) Net defined benefit assets Long-term prepayments for leases (Note 19) Other non-current assets (Notes 20 and 36) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 21 and 36) Short-term bills payable (Note 21) Contract liabilities - current (Note 26) Notes payable (Note 22) Trade payables (Note 22) Trade payables to related parties (Note 35) Other payables (Note 23) Current tax liabilities (Note 28) Lease liabilities - current (Note 16) Current portion of long-term borrowings (Notes 21 and 36) Finance lease payables - current Other current liabilities (Note 23) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 21 and 36) Deferred tax liabilities (Note 28) Lease liabilities - non-current (Note 16) Finance lease payables - non-current Net defined benefit liabilities Other non-current liabilities (Note 23) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 25) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS (Note 25) Total equity TOTAL |
2019 Amount % $ 3,705,903 15 667,673 3 186,711 1 2,206,805 9 2,977 - 6,439,550 25 - - 2,775 - 193,083 1 46,114 - 3,646,984 14 1,385,226 5 29,384 - 18,513,185 73 7,575 - 189,695 1 5,125,312 20 699,679 3 122,492 - 818 - 67,269 - 473,398 2 - - 26,948 - 919 - - - 260,975 1 6,975,080 27 $ 25,488,265 100 $ 1,382,955 6 99,968 1 326,644 1 316,444 1 2,014,619 8 26,141 - 2,850,674 11 547,018 2 83,119 - 6,000 - - - 28,501 - 7,682,083 30 - - 268,813 1 264,496 1 - - 299,204 2 22,978 - 855,491 4 8,537,574 34 9,150,897 36 109,718 - 2,945,412 11 330,945 1 4,739,831 19 8,016,188 31 (577,494) (2) (21,182) - 16,678,127 65 272,564 1 16,950,691 66 $ 25,488,265 100 |
2018 | ||
|---|---|---|---|---|
| Amount % $ 2,589,952 11 617,790 2 154,439 1 1,505,913 6 2,887 - 6,161,079 26 2,640 - - - 222,129 1 13,349 - 4,199,286 17 1,615,672 7 21,911 - 17,107,047 71 7,315 - 167,260 1 5,478,238 23 - - 110,776 - 818 - 72,232 - 400,746 2 29,724 - - - 2,564 - 381,081 2 239,855 1 6,890,609 29 $ 23,997,656 100 $ 1,731,478 7 119,904 - 360,115 2 131,916 1 2,162,745 9 8,602 - 2,609,886 11 337,835 1 - - 12,000 - 2,137 - 34,316 - 7,510,934 31 15,000 - 136,123 1 - - 4,809 - 265,770 1 24,695 - 446,397 2 7,957,331 33 9,150,897 38 93,045 - 2,650,503 11 260,426 1 4,004,182 17 6,915,111 29 (330,945) (1) (21,182) - 15,806,926 66 233,399 1 16,040,325 67 $ 23,997,656 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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STANDARD FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE Sales (Note 26) OPERATING COSTS Cost of goods sold (Notes 12, 27 and 35) GROSS PROFIT OPERATING EXPENSES (Note 27) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Other income (Note 27) Other gains (Notes 19 and 27) Finance costs (Note 27) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 28) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 28) Total items that will not be reclassified subsequently to profit or loss |
2019 Amount % $ 31,266,232 100 21,635,219 69 9,631,013 31 3,967,158 13 1,078,836 4 148,384 - 12,762 - 5,207,140 17 4,423,873 14 110,737 1 60,803 - (46,879) - 124,661 1 4,548,534 15 1,093,698 4 3,454,836 11 (36,667) - 54,764 - 7,671 - 25,768 - |
2018 | ||
|---|---|---|---|---|
| Amount % $ 27,340,587 100 19,086,242 70 8,254,345 30 4,010,005 15 921,459 3 167,794 - 5,251 - 5,104,509 18 3,149,836 12 71,957 - 535,184 2 (80,745) - 526,396 2 3,676,232 14 707,925 3 2,968,307 11 (6,336) - (36,460) - 11,060 - (31,736) - (Continued) |
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STANDARD FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Income tax relating to the items that may be reclassified subsequently to profit or loss (Note 28) Total items that may be reclassified subsequently to profit or loss Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 29) Basic Diluted |
2019 Amount % $ (351,999) (1) 70,042 - (281,957) (1) (256,189) (1) $ 3,198,647 10 $ 3,416,097 11 38,739 - $ 3,454,836 11 $ 3,142,252 10 56,395 - $ 3,198,647 10 $ 3.76 $ 3.76 |
2018 | ||
|---|---|---|---|---|
| Amount % $ (147,177) (1) 40,164 - (107,013) (1) (138,749) (1) $ 2,829,558 10 $ 2,949,089 11 19,218 - $ 2,968,307 11 $ 2,813,107 10 16,451 - $ 2,829,558 10 $ 3.25 $ 3.24 |
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The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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STANDARD FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2018 Effect of retrospective application and retrospective restatement BALANCE AT JANUARY 1, 2018 AS RESTATED Appropriation of 2017 earnings Legal reserve Special reserve Cash dividends to shareholders Adjustment of capital surplus for the Company's cash dividends received by subsidiaries Actual acquisitions of interests in subsidiaries Decrease in non-controlling interests Net profit for the year ended December 31, 2018 Other comprehensive income (loss) for the year ended December 31, 2018, net of income tax Total comprehensive income (loss) for the year ended December 31, 2018 Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2018 Appropriation of 2018 earnings Legal reserve Special reserve Cash dividends to shareholders Adjustment of capital surplus for the Company's cash dividends received by subsidiaries Decrease in non-controlling interests Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 BALANCE AT DECEMBER 31, 2019 |
Equity Attrib | ut | able to Owners of the | Company | Total Non-controlling Interests $ 14,785,740 $ 237,868 24,598 19,289 14,810,338 257,157 - - - - (1,830,179) - 13,339 - 321 (11,491) - (28,718) 2,949,089 19,218 (135,982) (2,767) 2,813,107 16,451 - - 15,806,926 233,399 - - - - (2,287,724) - 16,673 - - (17,230) 3,416,097 38,739 (273,845) 17,656 3,142,252 56,395 $ 16,678,127 $ 272,564 |
Total Equity $ 15,023,608 43,887 15,067,495 - - (1,830,179) 13,339 (11,170) (28,718) 2,968,307 (138,749) 2,829,558 - 16,040,325 - - (2,287,724) 16,673 (17,230) 3,454,836 (256,189) 3,198,647 $ 16,950,691 |
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| Ordinary Shares Capital Surplus $ 9,150,897 $ 83,124 - - 9,150,897 83,124 - - - - - - - 13,339 - (3,418) - - - - - - - - - - 9,150,897 93,045 - - - - - - - 16,673 - - - - - - - - $ 9,150,897 $ 109,718 |
Retained Earnings | Total $ 5,833,327 2,014 5,835,341 - - (1,830,179) - (44,494) - 2,949,089 5,040 2,954,129 314 6,915,111 - - (2,287,724) - - 3,416,097 (27,296) 3,388,801 $ 8,016,188 |
Other Equity | Total Treasury Shares $ (260,426 ) $ (21,182 ) 22,584 - (237,842) (21,182) - - - - - - - - 48,233 - - - - - (141,022) - (141,022) - (314) - (330,945) (21,182) - - - - - - - - - - - - (246,549) - (246,549) - $ (577,494) $ (21,182) |
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| Exchange Differences on Translating the Financial Statements of Foreign Operations $ (307,846 ) - (307,846) - - - - 1,263 - - (106,286) (106,286) - (412,869) - - - - - - (280,169) (280,169) $ (693,038) |
Unrealized Gain (Loss) on Available-for- Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other sale Financial Assets Comprehensive Income $ 94,390 $ - (94,390) 116,974 - 116,974 - - - - - - - - - - - - - - - (34,736) - (34,736) - (314) - 81,924 - - - - - - - - - - - - - 33,620 - 33,620 $ - $ 115,544 |
Other $ (46,970 ) - (46,970) - - - - 46,970 - - - - - - - - - - - - - - $ - |
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| Legal Reserve Special Reserve Unappropriated Earnings $ 2,433,199 $ 81,797 $ 3,318,331 - - 2,014 2,433,199 81,797 3,320,345 217,304 - (217,304) - 178,629 (178,629) - - (1,830,179) - - - - - (44,494) - - - - - 2,949,089 - - 5,040 - - 2,954,129 - - 314 2,650,503 260,426 4,004,182 294,909 - (294,909) - 70,519 (70,519) - - (2,287,724) - - - - - - - - 3,416,097 - - (27,296) - - 3,388,801 $ 2,945,412 $ 330,945 $ 4,739,831 |
The accompanying notes are an integral part of the consolidated financial statements.
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STANDARD FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized on trade receivables Net gain loss on fair value changes of financial assets and financial liabilities at fair value through profit or loss Finance costs Interest income Dividend income Loss on disposal of property, plant and equipment Loss (gain) on disposal of investment properties Impairment losses recognized on property, plant and equipment Others Changes in operating assets and liabilities Financial assets mandatorily classified as fair value through profit or loss Notes receivable Trade receivables Other receivables Inventories Prepayments Other current assets Accrued pension assets Contract liabilities Notes payable Trade payables Trade payables - related parties Other payables Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Refund of financial assets at amortized cost Payments for property, plant and equipment |
2019 $ 4,548,534 574,798 54,237 12,762 (7,812) 46,879 (74,819) (11,231) 37,346 4,268 - (19) (42,330) (204) (418,070) 30,739 490,995 185,019 (7,472) 1,645 (21,368) 196,093 (121,831) 17,540 298,026 (5,242) (3,124) 5,785,359 72,781 (50,799) (780,867) 5,026,474 - (3,588,919) 2,879,221 (405,804) |
2018 $ 3,676,232 473,373 53,528 5,251 (22,339) 80,745 (39,917) (10,584) 8,243 (369,427) 18,035 - (561,425) 1,920 (1,134,594) (62,972) 326,026 38,204 454 (1,134) 154,687 34,401 666,896 5,332 234,594 (146,238) (113,121) 3,316,170 36,998 (78,814) (635,107) 2,639,247 2,621 (1,512,643) 820,126 (386,244) (Continued) |
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STANDARD FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)
| Proceeds from disposal of property, plant and equipment Proceeds from disposal of investment properties Payments for intangible assets Increase in finance lease receivables Decrease in finance lease receivables Increase in other financial assets Decrease in other financial assets Increase in other non-current assets Decrease in other non-current assets Other dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term borrowings Increase in short-term bills payable Decrease in short-term bills payable Payments for long-term borrowings Increase in finance lease payables Repayment of the principal portion of lease liabilities Increase in other financial liabilities Decrease in other financial liabilities Decrease in other non-current liabilities Dividends paid to owners of the Company Acquisition of subsidiaries Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2019 $ 20,095 - (7,564) - 2,640 (13,000) - - 2,296 11,006 (1,100,029) (301,316) - (19,936) (21,000) - (73,714) 705 - (1,757) (2,288,281) - (2,705,299) (105,195) 1,115,951 2,589,952 $ 3,705,903 |
2018 $ 13,913 495,580 (5,572) (36,290) 38,701 - 21,101 (22,340) - 10,584 (560,463) (555,347) 19,951 - (12,000) 4,067 - - (28,458) (687) (1,845,558) (59,682) (2,477,714) (163,800) (562,730) 3,152,682 $ 2,589,952 |
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The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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STANDARD FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. GENERAL INFORMATION
Standard Foods Corporation (the “Company”) was incorporated on June 6, 1986. The Company mainly manufactures and sells nutritious foods, edible oils, dairy products and beverages.
The Company’s shares have been listed on the Taiwan Stock Exchange since April 1994.
The consolidated financial statements of the Company and its subsidiaries, collectively referred to as the “Group”, are presented in the Company’s functional currency, the New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the Company’s board of directors on March 18, 2020.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group’s accounting policies:
1) IFRS 16 “Leases”
IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations. Refer to Note 4 for information relating to the relevant accounting policies.
Definition of a lease
The Group elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 are not be reassessed and are accounted for in accordance with the transitional provisions under IFRS 16.
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The Group as lessee
The Group recognizes right-of-use assets or investment properties if the right-of-use assets meet the definition of investment properties, and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value asset and short-term leases are recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group presents the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities are classified within financing activities; cash payments for the interest portion are classified within financing activities. Prior to the application of IFRS 16, payments under operating lease contracts were recognized as expenses on a straight-line basis. Cash flows for operating leases were classified within operating activities on the consolidated statements of cash flows. Leased assets and finance lease payables were recognized on the consolidated balance sheets for contracts classified as finance leases.
Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at either amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments.
For as an operating lease under IAS 17, a lease liability measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Part of right-of-use assets are presented as prepaid lease or lease payments. The Company applies IAS 36 to all right-of-use assets.
The Group also applies the following practical expedients:
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a) The Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.
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b) The Group accounts for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.
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c) The Group excludes initial direct costs from the measurement of right-of-use assets on January 1, 2019.
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d) The Group uses hindsight, such as in determining lease terms, to measure lease liabilities.
The lessee’s weighted incremental borrowing rate applied to lease liabilities recognized on January 1, 2019 is 1.07%-12.04%. The difference between the lease liabilities recognized and operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:
| The future minimum lease payments of non-cancellable operating lease commitments on December 31, 2018 Less: Recognition exemption for short-term leases Undiscounted amounts on January 1, 2019 Discounted amounts using the incremental borrowing rate on January 1, 2019 Add: Finance lease liabilities on December 31, 2018 Lease liabilities recognized on January 1, 2019 |
$ 155,631 (21,890) $ 133,741 $ 132,164 6,946 $ 139,110 |
|---|---|
- 13 -
The Group as lessor
The Group does not make any adjustments for leases in which it is a lessor, and it accounts for those leases with the application of IFRS 16 starting from January 1, 2019.
The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 is set out as follows:
| Adjustments | Adjustments | |||||
|---|---|---|---|---|---|---|
| As | Originally | Arising from | ||||
| Stated on | Initial | Restated on | ||||
| January 1, 2019 | Application | January 1, 2019 | ||||
| Finance lease receivables - current | $ | - |
$ | 2,640 |
$ | 2,640 |
| Lease receivables - non-current | 29,724 | (29,724) | - | |||
| Finance lease receivables - non-current | - | 29,724 | 29,724 | |||
| Lease receivables - current | 2,640 | (2,640) | - | |||
| Property, plant and equipment | 5,889 | (5,889) | - | |||
| Prepayments for leases - non-current | 381,081 |
(381,081) | - | |||
| Right-of-use assets | - |
519,134 | 519,134 | |||
| Total effect on assets | $ | 419,334 |
$ | 132,164 | $ | 551,498 |
| Lease liabilities | $ | - |
$ | 139,110 | $ | 139,110 |
| Finance lease payables - current | 2,137 | (2,137) | - | |||
| Finance lease payables - non-current | 4,809 |
(4,809) | - | |||
| Total effect on liabilities | $ | 6,946 |
$ | 132,164 | $ | 139,110 |
The amendments stipulate that, if a plan amendment, curtailment or settlement occurs, the current service cost and the net interest for the remainder of the annual reporting period are determined using the actuarial assumptions used for the remeasurement of the net defined benefit liabilities (assets). In addition, the amendments clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset ceiling. The Group applied the above amendments prospectively.
- b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2020
| New IFRSs Amendments to IFRS 3 “Definition of a Business” Amendments to IAS 1 and IAS 8 “Definition of Material” |
Effective Date Announced by IASB |
|---|---|
| January 1, 2020 (Note 1) January 1, 2020 (Note 2) |
-
Note 1: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.
-
Note 2: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.
-
14 -
-
1) Amendments to IFRS 3 “Definition of a Business”
The amendments clarify that, to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process applied to the input that together significantly contribute to the ability to create outputs. The amendments narrow the definitions of outputs by focusing on goods and services provided to customers, and the reference to an ability to reduce costs is removed. Moreover, the amendments remove the assessment of whether market participants are capable of replacing any missing inputs or processes and continuing to produce outputs. In addition, the amendments introduce an optional concentration test that permits a simplified assessment of whether or not an acquired set of activities and assets is a business.
- 2) Amendments to IAS 1 and IAS 8 “Definition of material”
The amendments are intended to make the definition of material in IAS 1 easier to understand and are not intended to alter the underlying concept of materiality in IFRSs. The concept of “obscuring” material information with immaterial information has been included as part of the new definition. The threshold for materiality influencing users has been changed from “could influence” to “could reasonably be expected to influence”.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
- c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
| New IFRSs Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” |
Effective Date Announced by IASB (Note) |
|---|---|
| To be determined by IASB January 1, 2022 |
Note: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
Except for the above impact, as of the date the financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- a. Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRSs as endorsed and issued into effect by the FSC.
- b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
- 15 -
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of the inputs to the fair value measurement in its entirety, are described as follows:
-
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
-
3) Level 3 inputs are unobservable inputs for the asset or liability.
-
c. Classification of current and non-current assets and liabilities
Current assets include:
-
1) Assets held primarily for the purpose of trading;
-
2) Assets expected to be realized within twelve months after the reporting period; and
-
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
Current liabilities include:
-
1) Liabilities held primarily for the purpose of trading;
-
2) Liabilities due to be settled within twelve months after the reporting period; and
-
3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least twelve months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
- d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.
All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
- 16 -
Refer to Note 14, Tables 7 and 8 for the detailed information on subsidiaries (including the percentages of ownership and main businesses).
e. Foreign currencies
In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
For the purpose of presenting consolidated financial statements, the functional currencies of the Company and the group entities (including subsidiaries that use currencies which are different from the currency of the Company) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.
- f. Inventories
Inventories consist of raw materials, work in progress, finished goods and merchandise and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on the balance sheet date.
- g. Property, plant and equipment
Property, plant and equipment (including assets held under finance leases) are stated at cost, less recognized accumulated depreciation and accumulated impairment loss.
Property, plant and equipment in the course of construction are carried at cost, less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.
Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. If the lease term is shorter than the useful lives, assets are depreciated over the lease term. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
- 17 -
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
- h. Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation.
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.
- i. Goodwill
Goodwill arising from the acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment loss.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as cash-generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.
If goodwill has been allocated to a cash-generating unit and the entity disposes of an operation within that unit, the goodwill associated with the operation which is disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal, and is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.
-
j. Intangible assets
-
1) Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.
- 2) Intangible assets acquired in a business combination
Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.
- 18 -
3) Derecognition of intangible assets
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
- k. Impairment of tangible and intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
l. Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
- a) Measurement category
Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.
-
19 -
-
i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI.
Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. Fair value is determined in the manner described in Note 34.
- ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivable, trade receivables, investments in debt instruments, other receivables and other financial assets that measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
-
i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
-
ii) Financial assets that are not credit impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
iii. Investments in equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
- 20 -
Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
- b) Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables) and finance lease receivables.
The Group always recognizes lifetime expected credit losses (ECLs) for trade receivables and finance lease receivables. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.
- c) Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
Before 2018, on derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. Starting from 2018, on derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
2) Equity instruments
Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
- 21 -
The repurchase of the Group’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments.
- m. Revenue recognition
The Group identifies contracts with customers and recognizes revenue when performance obligations are satisfied.
For contracts where the period between the date on which the Group transfers a promised good to a customer and the date on which the customer pays for that good is one year or less, the Group does not adjust the promised amount of consideration for the effects of a significant financing component.
- Revenue from the sale of goods
Revenue from the sale of goods comes from sales of nutritious foods, cooking products, electronic goods and cosmetics. Sales of goods are recognized as revenue when the goods are delivered to the customer’s specific location because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables and contract assets are recognized concurrently. Any amounts previously recognized as contract assets are reclassified to trade receivables when the remaining obligations are performed. When the customer initially purchases the goods, the transaction price received is recognized as a contract liability until the goods have been delivered to the customer.
- n. Leases
2019
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
1) The Group as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Under finance leases, the lease payments comprise fixed payments, residual value guarantees. The net investment in a lease is measured at (a) the present value of the sum of the lease payments receivable by a lessor and any unguaranteed residual value accrued to the lessor plus (b) initial direct costs and is presented as a finance lease receivable. Finance lease income is allocated to the relevant accounting periods so as to reflect a constant, periodic rate of return on the Group’s net investment outstanding in respect of leases.
Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases.
- 2) The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
- 22 -
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments and in-substance fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in future lease payments resulting from a change in a lease term, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.
2018
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
1) The Group as lessor
Amounts due from lessees under finance leases are recognized as receivables at the amount of the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.
2) The Group as lessee
Assets held under finance leases are initially recognized as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the consolidated balance sheets as a finance lease obligation.
Finance expenses implicit in lease payments for each period are recognized immediately in profit or loss, unless they are directly attributable to qualifying assets; in which case, they are capitalized.
Operating lease payments are recognized as expenses on a straight-line basis over the lease term.
o. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
- 23 -
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
p. Government grants
Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to the grants and that the grants will be received.
Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they become receivable.
-
q. Employee benefits
-
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under the defined contribution retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses, effect of changes to asset ceiling and return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
- 3) Termination benefits
A liability for a termination benefit is recognized at the earlier of when the Group can no longer withdraw the offer of the termination benefit and when the Group recognizes any related restructuring costs.
- 24 -
r. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
According to the Income Tax Law, an additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused tax credits for research and development expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
- 3) Current tax and deferred taxes for the year
Current tax and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current tax and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions based on historical experience and other factors that are considered to be relevant which related to information that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
- 25 -
Write-down of Inventory
Net realizable value of inventory is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value was based on current market conditions and the historical experience of selling products of a similar nature. Changes in market conditions may have a material impact on the estimation of net realizable value.
6. CASH AND CASH EQUIVALENTS
| Cash on hand Checking accounts and demand deposits Cash equivalents (investments with original maturities of less than 3 months) Time deposits Repurchase agreements collateralized by bonds |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 2,940 3,198,093 184,478 320,392 $ 3,705,903 |
2018 $ 2,757 2,096,223 490,972 - $ 2,589,952 |
The market rate intervals of cash in bank at the end of the reporting period were as follows:
| Bank deposits Repurchase agreements collateralized by bonds |
December 31 |
|---|---|
| 2019 2018 0.001%-3.220% 0.001%-3.600% 0.550%-0.560% - |
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| Financial assets at FVTPL-current Financial assets mandatorily classified as at FVTPL Non-derivative financial assets Mutual funds Financial assets at FVTPL-non-current Financial assets mandatorily classified as at FVTPL Non-derivative financial assets Domestic unlisted shares |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 667,673 $ 7,575 |
2018 $ 617,790 $ 7,315 |
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8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| Current Investments in equity instruments at FVTOCI Non-current Investments in equity instruments at FVTOCI a. Investments in equity instruments at FVTOCI Current Listed shares and emerging market shares Ordinary shares - Far Eastern International Bank Ordinary shares - Chunghwa Telecom Co., Ltd Ordinary shares - Formosa Plastics Corporation Ordinary shares - China Steel Corporation Ordinary shares - Polytronics Technology Corp. Ordinary shares - Taiwan Semiconductor Manufacturing Co., Ltd. Non-current Listed shares and emerging market shares Ordinary shares - GeneFerm Biotechnology Co., Ltd. Unlisted shares Ordinary shares - Dah Chung Bills Finance Corp. Ordinary shares - InnoComm Mobile Technology Corp. Ordinary shares - AsiaVest Liquidation Co. |
December 31 | December 31 | |
|---|---|---|---|
| 2019 2018 $ 186,711 $ 154,439 $ 189,695 $ 167,260 **December 31 ** |
|||
| 2019 $ 16,479 5,346 9,126 19,198 106,772 29,790 $ 186,711 $ 65,640 15,702 107,424 929 $ 189,695 |
2018 $ 13,434 5,492 9,236 19,479 86,503 20,295 $ 154,439 $ 90,095 12,805 63,360 1,000 $ 167,260 |
These investments in the Group are not held for trading. Instead, they are held for medium-to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.
In January 2018, the Group sold its shares in Company F in order to manage credit concentration risk. The shares sold had a fair value of $798 thousand and its related unrealized valuation gain of $578 thousand was transferred from other equity to retained earnings.
Dividends of $11,231 thousand and $10,584 thousand were recognized during 2019 and 2018, respectively.
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9. FINANCIAL ASSETS AT AMORTIZED COST - 2019 AND 2018
| Current Time deposits with original maturities of more than 3 months |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 2,206,805 |
2018 $ 1,505,913 |
The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 0.65%-2.85% and 0.79%-3.20% per annum as of December 31, 2019 and 2018, respectively.
10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES
| Notes receivable Operating Trade receivables At amortized cost Gross carrying amount Less: Allowance for impairment loss Other receivables Accrued interest Payments on behalf of others Others |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 2,977 $ 6,460,483 (20,933) $ 6,439,550 $ 8,912 595 183,576 $ 193,083 |
2018 $ 2,887 $ 6,169,871 (8,792) $ 6,161,079 $ 6,767 491 214,871 $ 222,129 |
The average credit period of receivables from sales of goods was 30-90 days. In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts.
The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix by reference to the past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecasted direction of economic conditions at the reporting date.
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
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The following table details the loss allowance of trade receivables based on the Group’s provision matrix.
December 31, 2019
Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost |
Not Past Due 0.01% $ 6,340,444 (733) $ 6,339,712 |
Less than 30 Days 1.68% $ 54,029 (906) $ 53,124 |
31 to 90 Days 91 to 180 Days Over 180 Days 3.36% 38.44% 61.05% $ 36,932 $ 6,717 $ 25,338 (1,242) (2,582) (15,470) $ 35,689 $ 4,135 $ 9,867 |
Total $ 6,463,460 (20,933) $ 6,442,527 |
|---|---|---|---|---|
December 31, 2018
Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECLs) Amortized cost |
Not Past Due 0.00% $ 5,637,795 (45) $ 5,637,750 |
Less than 30 Days 0.10% $ 319,103 (325) $ 318,778 |
31 to 90 Days 91 to 180 Days Over 180 Days 0.14% 2.37% 100.00% $ 192,296 $ 15,789 $ 7,775 (273) (374) (7,775) $ 192,023 $ 15,415 $ - |
Total $ 6,172,758 (8,792) $ 6,163,966 |
|---|---|---|---|---|
The movements of the loss allowance of trade receivables were as follows:
| Balance at January 1 Add: Net remeasurement of loss allowance Less: Amounts written off Foreign exchange translation gains and losses Balance at December 31 |
For the Year Ended December 31 2019 2018 $ 8,792 $ 5,392 12,762 5,251 - (1,733) (621) (118) $ 20,933 $ 8,792 |
For the Year Ended December 31 2019 2018 $ 8,792 $ 5,392 12,762 5,251 - (1,733) (621) (118) $ 20,933 $ 8,792 |
For the Year Ended December 31 2019 2018 $ 8,792 $ 5,392 12,762 5,251 - (1,733) (621) (118) $ 20,933 $ 8,792 |
|---|---|---|---|
| 2019 $ 8,792 12,762 - (621) $ 20,933 |
2018 $ 5,392 5,251 (1,733) (118) $ 8,792 |
11. FINANCE LEASE RECEIVABLES
2019
| December 31, | December 31, | |
|---|---|---|
| 2019 | ||
| Undiscounted lease payments | ||
| Year 1 | $ | 4,200 |
| Year 2 | 4,200 | |
| Year 3 | 4,700 | |
| Year 4 | 4,800 | |
| Year 5 | 4,800 | |
| Year 6 onwards | 13,400 | |
| Less: Unearned finance income | (6,377) | |
| Net investment in leases presented as finance lease receivables | $ | 29,723 |
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2018
| December 31, | December 31, | |
|---|---|---|
| 2018 | ||
| Gross investments in leases | ||
| Not later than 1 year | $ | 4,200 |
| Later than 1 year and not later than 5 years | 17,900 | |
| Later than 5 years | 18,200 | |
| 40,300 | ||
| Less: Unearned finance income | (7,936) | |
| Present value of minimum lease payments | $ | 32,364 |
| Lease receivables | ||
| Not later than 1 year | $ | 2,640 |
| Later than 1 year and not later than 5 years | 13,133 | |
| Later than 5 years | 16,591 | |
| Lease receivables | $ | 32,364 |
The Group entered into finance lease arrangements for biological assets with annual fixed lease payments of $350 thousand. All leases were denominated in New Taiwan dollars. The term of finance leases entered into was 10 years.
The interest rates inherent in leases are fixed at the contract dates for the entire term of the lease. The average effective interest rates contracted were approximately 5.01% as of December 31, 2019 and 2018.
As of December 31, 2019, no finance lease receivable was past due. The Group has not recognized a loss allowance for finance lease receivables after taking into consideration the historical default experience and the future prospects of the industries in which the lessees operate, together with the value of collateral held over these finance lease receivables.
12. INVENTORIES
| Merchandise Finished goods Work in progress Raw materials Packing materials |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 578,324 1,544,663 344,702 1,111,234 68,061 $ 3,646,984 |
2018 $ 589,695 1,679,573 402,693 1,442,850 84,475 $ 4,199,286 |
The cost of inventories recognized as cost of goods sold for the year ended December 31, 2019 included loss on write-down of inventories of $2,307 thousand and loss on abandoned inventories of $46,508 thousand. The cost of inventories recognized as cost of goods sold for the year ended December 31, 2018 included reversals of inventory write-downs of $4,047 thousand and loss on abandoned inventories of $59,736 thousand.
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13. PREPAYMENTS
| Prepayments for purchases Prepayments for rent Prepayments for insurance Excess business tax paid Prepayments for advertisements Others |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 884,193 6,215 1,139 255,952 13,578 224,149 $ 1,385,226 |
2018 $ 966,879 8,673 14,632 252,592 241,060 131,836 $ 1,615,672 |
14. SUBSIDIARIES
Subsidiaries included in consolidated financial statements.
Investor Investee Main Business The Company Standard Dairy Products Taiwan Limited (“Standard Dairy Products”) Manufacture and sale of dairy products and beverages The Company Charng Hui Ltd. (“Charng Hui”) Investing The Company Domex Technology Corporation (“Domex Technology”) Manufacture and sale of computer peripherals and computer appliances The Company Standard Beverage Company Limited (“Standard Beverage”) Manufacture and sale of beverages The Company Accession Limited Investing The Company Standard Investment (“Cayman”) Limited (“Cayman Standard”) Investing The Company Le Bonta Wellness International Corporation (“Le Bonta Wellness”) Sale of health food Accession Limited Shanghai Standard Foods Co., Ltd. (“Shanghai Standard”) Manufacture and sale of edible oils and nutritious foods Accession Limited Shanghai Le Ben De Health Technology Co., Ltd. (“Shanghai Le Ben De”) Technical consultant on health technology, technical transfer and technical service Accession Limited Dermalab S.A. (“Dermalab”) Development and sale of cosmetics Dermalab Swissdema SL (“Swissdema”) Sale of cosmetics Cayman Standard Standard Corporation (Hong Kong) Limited (“Hong Kong Standard”) Investing Hong Kong Standard Standard Investment (China) Co., Ltd. (“China Standard Investment”) Investing and sale of edible oils and nutritious foods Hong Kong Standard Shanghai Le Ming Industrial Co., Ltd. (“Shanghai Le Ming”) Management of properties Hong Kong Standard Shanghai Le Ho Industrial Co., Ltd. (“Shanghai Le Ho”) Management of properties China Standard Investment Standard Foods (China) Co., Ltd. (“China Standard Foods”) Manufacture and sale of edible oils and nutritious foods China Standard Investment Shanghai Dermalab Corporation (“Shanghai Dermalab”) Sale of nutritional foods, cosmetic and engage in import and export business The Company and China Standard Investment Shanghai Le Ben Tuo Health Technology Co., Ltd. (“Shanghai Le Ben Tuo”) Sale of nutritional foods and engage in import and export business China Standard Investment Standard Foods (Xiamen) Co., Ltd. (“Xiamen Standard") Manufacture and sale of edible oils and nutritious foods |
Proportion of Ownership December 31 2019 2018 Remark 100.0 100.0 - 100.0 100.0 - 52.0 52.0 - 100.0 100.0 - 100.0 100.0 - 100.0 100.0 In September 2018, the Company invested RMB437 thousand in Cayman Standard. 100.0 100.0 - 100.0 100.0 - 100.0 100.0 - 100.0 100.0 In May 2018, Accession Limited bought 20% equity from non-controlling interests, and the Company’s percentage of shareholding increased from 80% to 100%, refer to Note 31. 100.0 100.0 - 100.0 100.0 In September 2018, Cayman Standard invested RMB259 thousand in Hong Kong Standard. 99.0 99.0 - 100.0 100.0 - 100.0 100.0 - 100.0 100.0 - 100.0 100.0 - 100.0 100.0 - 100.0 100.0 - |
|---|---|
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15. PROPERTY, PLANT AND EQUIPMENT
Cost Balance at January 1, 2018 Additions Disposals Reclassified Effects of foreign currency exchange differences Balance at December 31, 2018 Accumulated depreciation and impairment Balance at January 1, 2018 Disposals Depreciation expenses Impairment losses recognized Effects of foreign currency exchange differences Balance at December 31, 2018 Carrying amount at December 31, 2018 Cost Balance at January 1, 2019 Adjustments on initial application of IFRS 16 Balance at January 1, 2019 (restated) Additions Disposals Reclassified Transfers to investment properties Effects of foreign currency exchange differences Balance at December 31, 2019 Accumulated depreciation and impairment Balance at January 1, 2019 Adjustments on initial application of IFRS 16 Balance at January 1, 2019 (restated) Disposals Depreciation expenses Transfers to investment properties Effects of foreign currency exchange differences Balance at December 31, 2019 Carrying amount at December 31, 2019 |
Freehold Land $ 702,405 - - - - $ 702,405 $ - - - - - $ - $ 702,405 $ 702,405 - 702,405 - - - - - $ 702,405 $ - - - - - - - $ - $ 702,405 |
Buildings $ 3,378,166 - (40,088 ) 149,726 (40,616) $ 3,447,188 $ 1,126,492 (39,513 ) 148,160 7,288 (8,185) $ 1,234,242 $ 2,212,946 $ 3,447,188 - 3,447,188 - (49,378 ) 871,706 (129,033 ) (62,333) $ 4,078,150 $ 1,234,242 - 1,234,242 (35,189 ) 169,112 (115,644 ) 17,158 $ 1,269,679 $ 2,808,471 |
Equipment $ 4,017,731 1,657 (99,012 ) 320,982 (88,150) $ 4,153,208 $ 2,562,300 (80,695 ) 267,506 10,747 (11,178) $ 2,748,680 $ 1,404,528 $ 4,153,208 - 4,153,208 846 (315,990 ) 279,875 - (48,741) $ 4,069,198 $ 2,748,680 - 2,748,680 (277,760 ) 279,868 - (20,571) $ 2,730,217 $ 1,338,981 |
Other Equipment $ 555,165 1,738 15,617 38,504 (366) $ 610,658 $ 400,639 18,882 55,387 - (2,895) $ 472,013 $ 138,645 $ 610,658 (9,752) 600,906 2,429 (53,531 ) 124,342 - (112,208) $ 561,938 $ 472,013 (3,863) 468,150 (48,675 ) 46,359 - (40,463) $ 425,371 $ 136,567 |
Property in Construction $ 1,112,048 382,849 - (523,543 ) 48,360 $ 1,019,714 $ - - - - - $ - $ 1,019,714 $ 1,019,714 - 1,019,714 402,529 (166 ) (1,275,904 ) (7,285) $ 138,888 $ - - - - - - - $ - $ 138,888 |
Total $ 9,765,515 386,244 (123,483 ) (14,331 ) (80,772) $ 9,933,173 $ 4,089,431 (101,326 ) 471,053 18,035 (22,258) $ 4,454,935 $ 5,478,238 $ 9,933,173 (9,752) 9,923,421 405,804 (419,065 ) 19 (129,033 ) (230,567) $ 9,550,579 $ 4,454,935 (3,863) 4,451,072 (361,624 ) 495,339 (115,644 ) (43,876) $ 4,425,267 $ 5,125,312 |
|---|---|---|---|---|---|---|
No impairment assessment was performed for the year ended December 31, 2019 as there was no indication of impairment.
The above items of property, plant and equipment are depreciated on a straight-line basis over the following estimated useful lives of the assets:
Building Main buildings 20-51 years Electrical and mechanical equipment 8-20 years Engineering 3-39 years Others 3-20 years Equipment Main equipment 2-20 years Engineering 3-20 years Others 3-15 years Other equipment 2-15 years
Refer to Note 36 for the carrying amount of property, plant and equipment pledged by the Group to secure borrowings granted to the Group.
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16. LEASE ARRANGEMENTS
a. Right-of-use assets - 2019
| December 31, | December 31, | |
|---|---|---|
| 2019 | ||
| Carrying amounts | ||
| Land | $ | 404,964 |
| Buildings | 286,147 | |
| Office equipment | 390 | |
| Transportation equipment | 8,178 | |
| $ | 699,679 | |
| For the Year | ||
| Ended | ||
| December 31, | ||
| 2019 | ||
| Additions to right-of-use assets | $ | 176,972 |
| Depreciation charge for right-of-use assets | ||
| Land | $ | 12,381 |
| Buildings | 61,539 | |
| Office equipment | 29 | |
| Transportation equipment | 2,975 | |
| $ | 76,924 |
|
| Lease liabilities - 2019 | ||
| December 31, | ||
| 2019 | ||
| Carrying amounts | ||
| Current | $ | 83,119 |
| Non-current | $ | 264,496 |
| Range of discount rate for lease liabilities was as follows: | ||
| December 31, | ||
| 2019 | ||
| Land | 1.07%-1.49% | |
| Buildings | 1.07%-4.35% | |
| Office equipment | 1.07% | |
| Transportation equipment | 1.07%-12.04% |
-
b. Lease liabilities - 2019
-
33 -
-
c. Material lease-in activities and terms
The Group also leases land, buildings and transportation equipment for the use of plants, offices and business cars with lease terms of 1 to 50 years. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms. In addition, the Group is prohibited from subleasing or transferring all or any portion of the underlying assets without the lessor’s consent.
d. Other lease information
Lease arrangements under operating leases for leasing out the investment properties are set out in Note 17. Lease arrangements for leasing out the assets under finance leases are set out in Note 11.
2019
| For the Year | For the Year | |
|---|---|---|
| Ended | ||
| December 31, | ||
| 2019 | ||
| Expenses relating to short-term leases | $ | 96,334 |
| Expenses relating to low-value asset leases | $ | 881 |
| Expenses relating to variable lease payments not included in the | ||
| measurement of lease liabilities | $ | - |
| Total cash outflow for leases | $ | (178,717) |
The Group leases certain office equipment which qualify as short-term leases and low-value asset leases. The Group has elected to apply the recognition exemption and, thus, did not recognize right-of-use assets and lease liabilities for these leases.
2018
The future minimum lease payments of non-cancellable operating lease commitments are as follows:
| December 31, | December 31, | |
|---|---|---|
| 2018 | ||
| Not later than 1 year | $ | 55,887 |
| Later than 1 year and not later than 5 years | 99,744 | |
| $ | 155,631 |
The lease payments and sublease payments recognized in profit or loss were as follows:
| For the Year | |
|---|---|
| Ended | |
| December 31, | |
| 2018 | |
| Minimum lease payments | $ 131,944 |
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17. INVESTMENT PROPERTIES
| Completed Investment Properties Right-of-use Assets Cost Balance at January 1, 2018 $ 298,579 $ - Disposals (141,270) - Balance at December 31, 2018 $ 157,309 $ - Accumulated depreciation and impairment Balance at January 1, 2018 $ 59,330 $ - Depreciation expenses 2,320 - Disposals (15,117) - Balance at December 31, 2018 $ 46,533 $ - Carrying amount at December 31, 2018 $ 110,776 $ - Cost Balance at January 1, 2019 $ 157,309 $ - Transfers from right-of-use assets - 5,898 Transfers from property, plant and equipment 129,033 - Disposals (41,592) - Effects of foreign currency exchange differences (3,039) (350) Balance at December 31, 2019 $ 241,711 $ 5,548 Accumulated depreciation and impairment Balance at January 1, 2019 $ 46,533 $ - Depreciation expenses 2,310 225 Disposals (37,324) - Transfers from right-of-use assets - 123 Transfers from property, plant and equipment 115,644 - Effects of foreign currency exchange differences (2,729) (15) Balance at December 31, 2019 $ 124,434 $ 333 Carrying amount at December 31, 2019 $ 117,277 $ 5,215 |
Total $ 298,579 (141,270) $ 157,309 $ 59,330 2,320 (15,117) $ 46,533 $ 110,776 $ 157,309 5,898 129,033 (41,592) (3,389) $ 247,259 $ 46,533 2,535 (37,324) 123 115,644 (2,744) $ 124,767 $ 122,492 |
|---|---|
The investment properties held by the Group are depreciated using the straight-line method over the following estimated useful lives:
Building Main buildings 35-51 years Electrical and mechanical equipment 24-25 years Engineering 28 years Right-of-use assets 49 years Others 24 years
- 35 -
The maturity analysis of lease payments receivable under operating leases of investment properties as of December 31, 2019 was as follows:
| December 31, | ||
|---|---|---|
| 2019 | ||
| Year | 1 | $ 29,280 |
| Year | 2 | 15,769 |
| $ 45,049 |
The future minimum lease payments of non-cancellable operating lease commitments as of December 31, 2018 are as follows:
| December 31, | |
|---|---|
| 2018 | |
| Not later than 1 year | $ 18,986 |
| Later than 1 year and not later than 5 years | 18,943 |
| $ 37,929 | |
| The investment properties held by the Group are depreciated using the straight-line method over the | |
| following estimated useful lives: | |
| Building | |
| Main buildings | 35-51 years |
| Electrical and mechanical equipment | 24-25 years |
| Engineering | 28 years |
| Right-of-use assets | 49 years |
| Others | 24 years |
The investment properties held by the Group are depreciated using the straight-line method over the following estimated useful lives:
The fair values of the investment properties were $212,653 thousand and $214,323 thousand as of December 31, 2019 and 2018, respectively. The management of the Group determined the fair value with reference to market transaction prices of similar properties.
On May 8, 2018, the Company entered into a property sale agreement with Pei Chen Co., Ltd. for a property located in Wugu District, New Taipei City. The selling price was $508,620 thousand (which included business tax), and the gain on disposal of property was $369,427 thousand (which was included in the statements of comprehensive income under other gains and losses). The transaction was accomplished at the third quarter of September 2018.
All of the Group’s investment properties are held under freehold interests. The carrying amounts of investment properties pledged by the Group to secure borrowings granted to the Group are disclosed in Note 36.
- 36 -
18. OTHER INTANGIBLE ASSETS
| Trademark Cost Balance at January 1, 2018 $ 91,195 Additions - Effects of foreign currency exchange differences 115,844 Balance at December 31, 2018 $ 207,039 Accumulated amortization and impairment Balance at January 1, 2018 $ 17,531 Amortization expenses 5,048 Effects of foreign currency exchange differences 114,690 Balance at December 31, 2018 $ 137,269 Carrying amount at December 31, 2018 $ 69,770 Cost Balance at January 1, 2019 $ 207,039 Additions - Transfers from prepayments 34 Effects of foreign currency exchange differences 20,187 Balance at December 31, 2019 $ 227,260 Accumulated amortization and impairment Balance at January 1, 2019 $ 137,269 Amortization expenses 5,081 Effects of foreign currency exchange differences 21,092 Balance at December 31, 2019 $ 163,442 Carrying amount at December 31, 2019 $ 63,818 |
Computer Software $ 228,195 5,572 (498) $ 233,269 $ 224,610 6,684 (487) $ 230,807 $ 2,462 $ 233,269 7,564 - (1,120) $ 239,713 $ 230,807 6,551 (1,096) $ 236,262 $ 3,451 |
Total $ 319,390 5,572 115,346 $ 440,308 $ 242,141 11,732 114,203 $ 368,076 $ 72,232 $ 440,308 7,564 34 19,067 $ 466,973 $ 368,076 11,632 19,996 $ 399,704 $ 67,269 |
|---|---|---|
The above items of other intangible assets are amortized on a straight-line basis over the following estimated lives:
Trademark 10-20 years Computer software 2-3 years
19. LONG-TERM PREPAYMENTS FOR LEASES
The long-term prepayments for leases are land use rights located in mainland China. As of December 31, 2018, long-term prepayments for leases amounted to $381,081 thousand.
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20. OTHER ASSETS
| Current Pledge time deposits (Note 36) Advances to officers Temporary payments Others Non-current Prepayments for equipment Refundable deposits Pledge time deposits (Note 36) Others |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 4,013 15,570 9,683 118 $ 29,384 $ 6,984 53,615 85,950 114,426 $ 260,975 |
2018 $ 1,010 20,901 - - $ 21,911 $ 31,565 41,720 89,506 77,064 $ 239,855 |
21. BORROWINGS
a. Short-term borrowings
| Secured borrowings (Note 36) Bank loans Unsecured borrowings Bank loans |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 150,000 1,232,955 $ 1,382,955 |
2018 $ 90,000 1,641,478 $ 1,731,478 |
The range of interest rates on bank loans was 1.05%-4.35% and 1.05%-4.35% per annum as of December 31, 2019 and 2018, respectively.
b. Short-term bills payable
| Commercial paper Less: Unamortized discount on bills payable |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 100,000 (32) $ 99,968 |
2018 $ 120,000 (96) $ 119,904 |
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Outstanding short-term bills payable were as follows:
December 31, 2019
| Financial Institutions Commercial paper Mega Bills Finance Co., Ltd. International Bills Finance Corp. December 31, 2018 Financial Institutions Commercial paper Mega Bills Finance Co., Ltd. International Bills Finance Corp. Taiwan Bills Finance Corp. |
Nominal Amount $ 50,000 50,000 $ 100,000 Nominal Amount $ 50,000 50,000 20,000 $ 120,000 |
Discount Amount $ (3) (29) $ (32) Discount Amount $ (13) (63) (20) $ (96) |
Carrying Amount Interest Rate Collateral $ 49,997 1.36% - 49,971 1.34% - $ 99,968 Carrying Amount Interest Rate Collateral $ 49,987 1.34% - 49,937 1.34% - 19,980 1.34% - $ 119,904 |
Carrying Amount of Collateral $ - - $ - Carrying Amount of Collateral $ - - - $ - |
|---|---|---|---|---|
c. Long-term borrowings
| Secured borrowings (Note 36) Bank loans* Less: Current portions Long-term borrowings |
**December ** | **31 ** | |
|---|---|---|---|
| 2019 $ 6,000 (6,000) $ - |
2018 $ 27,000 (12,000) $ 15,000 |
-
As of December 31, 2019, the interest rate of the bank borrowings secured by the Group’s equipment (see Note 36) was 1.91% per annum. The bank borrowings will be repayable quarterly from March 2018 to March 2021.
-
39 -
22. NOTES PAYABLE AND TRADE PAYABLES
| Notes payable Operating Trade payables Operating |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 316,444 $ 2,014,619 |
2018 $ 131,916 $ 2,162,745 |
The average credit period of payables for purchases of goods was 30-90 days. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
23. OTHER LIABILITIES
| Current Other payables Payable for salaries or bonuses Payable for compensation of employees Payable for remuneration to directors Payable for commission and rebates Advertisement payable Payable for royalties Payable for freight Payable for equipment Others Other liabilities Advance receipts from customers Refund liability Others Non-current Other liabilities Guarantee deposits Others |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 306,728 52,013 25,073 963,712 199,232 25,668 100,658 113,698 1,063,892 $ 2,850,674 $ 1,337 13,055 14,109 $ 28,501 $ 20,044 2,934 $ 22,978 |
2018 $ 282,514 31,723 20,960 840,152 285,122 23,806 101,140 158,266 866,203 $ 2,609,886 $ 1,147 15,231 17,938 $ 34,316 $ 19,961 4,734 $ 24,695 |
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24. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The Company and domestic subsidiaries of the Group adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages. The foreign subsidiaries also make contributions to defined contribution plan in accordance with the local regulations.
b. Defined benefit plans
The defined benefit plan of the Company and domestic subsidiaries of the Group are operated by the government of the Republic of China (“ROC”) in accordance with the Labor Standards Law. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company and domestic subsidiaries of the Group make monthly contributions to their respective pension funds administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Group has no right to influence the investment policy and strategy.
Dermalab of the Group also adopted a defined benefit plan.
The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:
| December 31 2019 2018 Present value of funded defined benefit obligation $ 719,306 $ 700,665 Fair value of plan assets (421,021) (437,458) Net defined benefit liabilities $ 298,285 $ 263,207 Movements in net defined benefit liabilities (assets) were as follows: Present Value of the Defined Benefit Obligation Fair Value of the Plan Assets Net Defined Benefit Liabilities (Assets) Balance at January 1, 2018 $ 705,155 $ (334,366) $ 370,789 Service cost Current service cost 10,904 - 10,904 Past service cost and loss on settlements 1,305 - 1,305 Net interest expense (income) 7,901 (3,789) 4,112 Recognized in profit or loss 20,110 (3,789) 16,321 Remeasurement Return on plan assets (excluding amounts included in net interest) - (6,758) (6,758) (Continued) |
December 31 | |
|---|---|---|
- 41 -
| Present Value | Present Value | Net Defined | Net Defined | |||
|---|---|---|---|---|---|---|
| of the Defined | Benefit | |||||
| Benefit | Fair Value of | Liabilities | ||||
| Obligation | the | Plan Assets | (Assets) | |||
| Actuarial loss - changes in demographic | ||||||
| assumptions | $ | 4,531 |
$ | - |
$ | 4,531 |
| Actuarial gain - changes in financial | ||||||
| assumptions | (1,022) | - | (1,022) | |||
| Actuarial loss - experience adjustments | 9,586 |
- |
9,586 | |||
| Recognized in other comprehensive income | 13,095 |
(6,758) |
6,337 | |||
| Contributions from the employer | - |
(130,576) |
(130,576) | |||
| Contributions from plan participants | 2,475 |
(2,475) |
- | |||
| Benefits paid | (41,468) |
41,468 |
- | |||
| Exchange differences | 1,298 |
(962) |
336 | |||
| Balance at December 31, 2018 | 700,665 |
(437,458) |
263,207 | |||
| Service cost | ||||||
| Current service cost | 9,845 | - | 9,845 | |||
| Net interest expense (income) | 7,701 |
(4,918) |
2,783 | |||
| Recognized in profit or loss | 17,546 |
(4,918) |
12,628 | |||
| Remeasurement | ||||||
| Return on plan assets (excluding amounts | ||||||
| included in net interest) | - | (14,227) | (14,227) | |||
| Actuarial loss - changes in demographic | ||||||
| assumptions | 4,877 | - | 4,877 | |||
| Actuarial gain - changes in financial | ||||||
| assumptions | 30,164 | - | 30,164 | |||
| Actuarial loss - experience adjustments | 15,853 |
- |
15,853 | |||
| Recognized in other comprehensive income | 50,894 |
(14,227) |
36,667 | |||
| Contributions from the employer | - |
(14,102) |
(14,102) | |||
| Contributions from plan participants | 2,279 |
(2,279) |
- | |||
| Benefits paid | (41,409) |
41,409 |
- | |||
| Exchange differences | (479) |
364 |
(115) | |||
| Others | (10,190) |
10,190 |
- | |||
| Balance at December 31, 2019 | $ | 719,306 |
$ | (421,021) |
$ | 298,285 |
| (Concluded) |
Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:
-
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.
-
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
-
42 -
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| Discount rates Expected rates of salary increase |
**December 31 ** |
|---|---|
| 2019 2018 0.300%-0.800% 0.875%-1.250% 0.500%-3.000% 0.500%-3.000% |
If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| Discount rates 0.250% increase 0.250% decrease Expected rates of salary increase 0.250% increase 0.250% decrease |
December | 31 | |
|---|---|---|---|
| 2019 $ (21,945) $ 22,800 $ 20,102 $ (19,758) |
2018 $ (21,406) $ 22,249 $ 19,815 $ (19,341) |
The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
| The expected contributions to the plan for the next year The average duration of the defined benefit obligation |
**December ** | **31 ** | |
|---|---|---|---|
| 2019 2018 $ 22,248 $ 33,078 19-16.5 years 2.8-15.1 years |
25. EQUITY
-
a. Share capital
-
1) Ordinary shares
| Number of shares authorized (in thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued |
December 31 | December 31 | |
|---|---|---|---|
| 2019 920,000 $ 9,200,000 915,089 $ 9,150,897 |
2018 920,000 $ 9,200,000 915,089 $ 9,150,897 |
2) Global depositary receipts
As of December 31, 2019, a total of 6,908.4 units of Global Depositary Receipts (GDRs) (representing 34,542 shares of the Company’s ordinary shares), where each GDR representing five shares of the Company’s ordinary shares, were traded on the Euro MTF Market of the Luxembourg Stock Exchange. Holders of the GDRs may request at any time that the shares represented by the GDRs be transferred to them.
- 43 -
b. Capital surplus
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (1) Recognized from the difference between consideration received or paid and the carrying amount of the subsidiaries’ net assets during actual disposal or acquisition May be used to offset a deficit Changes in percentage of ownership interests in subsidiaries (2) Recognized from treasury share transactions |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 1 466 109,251 $ 109,718 |
2018 $ 1 466 92,578 $ 93,045 |
-
1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).
-
2) Such capital surplus arises from the effect of changes in ownership interests in subsidiaries that result from equity transactions other than actual disposals or acquisitions, or from changes in capital surplus of subsidiaries accounted for using the equity method.
-
c. Retained earnings and dividend policy
Under the dividend policy as set forth in the amended Articles, where the Company made profit in a fiscal year, the profit shall be appropriated from (less any paying taxes and deficit):
-
1) 10% thereof as legal reserve;
-
2) Special reserve provided or reversed in accordance with the regulations;
-
3) 30% to 100% of this the sum of the remainder and prior years’ unappropriated earnings as dividends.
The Company’s Articles of Incorporation also prescribe that 30% to 100%of dividends shall be paid in cash; however, if the Company has major investment plans for which external funds are not available, the percentage may be lowered to 5% to 20%. The distribution plan shall be proposed by the Company’s board of directors and resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders. For the policies on distribution of the compensation of employees and remuneration of directors after amendment, refer to Note 27(h) “employees’ compensation and remuneration of directors”.
Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
- 44 -
Items referred to under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.
Except for non-ROC resident shareholders, all shareholders receiving the dividends are allowed a tax credit equal to their proportionate share of the income tax paid by the Company.
The appropriations of earnings 2018 and 2017 approved in the shareholders’ meetings on June 13, 2019 and June 15, 2018, respectively, were as follows:
Legal reserve Special reserve Cash dividends Cash dividends per share (NT$) |
Appropriation of Earnings |
|---|---|
| **For the Year Ended December 31 ** | |
| 2018 2017 $ 294,909 $ 217,304 70,519 178,629 2,287,724 1,830,179 2.5 2.0 |
The appropriations of earnings for 2019 had been proposed by the Company’s board of directors on March 18, 2020. The appropriations and dividends per share were as follows:
| Appropriation | Appropriation | Dividends Per | Dividends Per | |
|---|---|---|---|---|
| of | Earnings | Share | (NT$) | |
| Legal reserve | $ | 341,610 | ||
| Special reserve | 246,549 | |||
| Cash dividends | 2,424,987 | $ |
2.65 |
The appropriations of earnings for 2019 are subject to the resolution of the shareholders in their meeting to be held on June 16, 2020.
- d. Special reserve
Beginning at January 1 Appropriation in respect of: Debit to other equity items Balance at December 31 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2019 $ 260,426 70,519 $ 330,945 |
2018 $ 81,797 178,629 $ 260,426 |
Appropriation for special reserve should be made in the amount equal to the net debit balance of other equity. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and, thereafter, distributed.
- 45 -
e. Other equity items
- 1) Exchange differences on translating the financial statements of foreign operations
| For the Year Ended December 31 2019 2018 Balance at January 1 $ (412,869) $ (307,846) Effect of change in tax rate - 11,127 Recognized for the year Exchange differences on translating the financial statements of foreign operations (280,169) (117,413) Other comprehensive income recognized for the year (280,169) (106,286) Acquisition of further interests in subsidiaries - 1,263 Balance at December 31 $ (693,038) $ (412,869) 2) Unrealized gain (loss) on financial assets at FVTOCI For the Year Ended December 31 2019 2018 Balance at January 1 $ 81,924 $ 116,974 Recognized for the year Unrealized gain (loss) - equity instruments 33,620 (34,736) Other comprehensive income recognized for the year 33,620 (34,736) Cumulative unrealized gain (loss) of equity instruments transferred to retained earnings due to disposal - (314) Balance at December 31 $ 115,544 $ 81,924 3) Other equity items - other (recognized from put option of equity instruments from disposal of subsidiaries) For the Year Ended December 31 2019 2018 Balance at January 1 $ - $ (46,970) Exercised the put option of equity instruments from disposal of subsidiaries - 46,970 Balance at December 31 $ - $ - f. Non-controlling interests For the Year Ended December 31 2019 2018 Balance at January 1 $ 233,399 $ 257,157 Share in profit for the year 38,739 19,218 Other comprehensive income (loss) during the year Effect of change in tax rate - 89 Exchange difference on translating the financial statements of foreign operations (1,788) (728) Unrealized gain (loss) on financial assets at FVTOCI 21,147 (1,641) (Continued) |
**For the Year Ended ** | **December 31 ** |
|---|---|---|
| 2019 $ (412,869) - (280,169) (280,169) - $ (693,038) For the Year Ended |
2018 $ (307,846) 11,127 (117,413) (106,286) 1,263 $ (412,869) December 31 |
|
| 2019 2018 $ - $ (46,970) - 46,970 $ - $ - For the Year Ended December 31 |
||
| 2019 2018 $ 233,399 $ 257,157 38,739 19,218 - 89 (1,788) (728) 21,147 (1,641) (Continued) |
- 46 -
Remeasurement on defined benefit plans Related income tax Acquisition of non-controlling interests in subsidiaries Cash dividends distributed by subsidiaries to non-controlling interests Balance at December 31 |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2019 $ (2,129) 426 - (17,230) $ 272,564 |
2018 $ (609) 122 (11,491) (28,718) $ 233,399 (Concluded) |
g. Treasury shares
| Shares Held by | |
|---|---|
| Subsidiaries (In | |
| Thousands of | |
| Purpose of Buy-back | Shares) |
| Number of shares at January 1, 2019 | 6,669 |
| Number of shares at December 31, 2019 | 6,669 |
| Number of shares at January 1, 2018 | 6,669 |
| Number of shares at December 31, 2018 | 6,669 |
For the purpose of maintaining the Company’s credit and shareholders’ equity, the Company’s shares held by its subsidiaries at the end of the reporting periods were as follows:
| Name of Subsidiary Number of Shares Held (In Thousands of Shares) December 31, 2019 Chang Hui 6,669 December 31, 2018 Chang Hui 6,669 |
Carrying Amount Market Price $ 21,182 $ 464,195 $ 21,182 $ 331,473 |
|---|---|
The Company’s shares held by subsidiaries were treated as treasury shares, aside from the rights to participate in any share issuance for cash and to vote, the rest were similar to general shareholder’s rights.
26. REVENUE
Revenue from contracts with customers Revenue from sale of goods |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 31,266,232 |
2018 $ 27,340,587 |
- 47 -
a. Contract balances
| Notes receivable (Note 10) Trade receivables (Note 10) Contract liabilities - current Sale of goods Disaggregation of revenue For the year ended December 31, 2019 Types of goods or services Sale of goods For the year ended December 31, 2018 Types of goods or services Sale of goods |
December 31, 2019 December 31, 2018 January 1, 2018 $ 2,977 $ 2,887 $ 4,846 $ 6,439,550 $ 6,161,079 $ 5,079,140 $ 326,644 $ 360,115 $ 210,540 Reportable Segments Nutritious Foods Cooking Products Others Total $ 11,984,151 $ 15,551,432 $ 3,730,649 $ 31,266,232 $ 10,929,907 $ 13,817,285 $ 2,593,395 $ 27,340,587 |
December 31, 2019 December 31, 2018 January 1, 2018 $ 2,977 $ 2,887 $ 4,846 $ 6,439,550 $ 6,161,079 $ 5,079,140 $ 326,644 $ 360,115 $ 210,540 Reportable Segments Nutritious Foods Cooking Products Others Total $ 11,984,151 $ 15,551,432 $ 3,730,649 $ 31,266,232 $ 10,929,907 $ 13,817,285 $ 2,593,395 $ 27,340,587 |
|
|---|---|---|---|
| Nutritious Foods $ 11,984,151 $ 10,929,907 |
Cooking Products $ 15,551,432 $ 13,817,285 |
b. Disaggregation of revenue
27. NET PROFIT
| Net profit includes: a. Other income Rental income Operating lease rental income Investment properties Others Interest income Bank deposits Financial assets at amortized cost Repurchase agreements collateralized by bonds Others Dividends Investments in equity instruments at FVTOCI |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2019 $ 23,824 863 24,687 51,405 21,459 569 1,386 74,819 11,231 $ 110,737 |
2018 $ 20,878 578 21,456 29,541 8,701 150 1,525 39,917 10,584 $ 71,957 |
- 48 -
b. Other gains and losses
Fair value changes of financial assets and financial liabilities Financial assets held for trading Financial liabilities held for trading Net foreign exchange gains (losses) Net loss on disposal of property, plant and equipment Net gain on disposal of investment properties Impairment losses recognized on property, plant and equipment Government grants Others c. Finance costs Interest on bank loans Interest on short-term bills payable Interest on obligations under finance leases Interest on lease liabilities Other interest expense d. Impairment losses recognized (reversed) Trade receivables Inventories (included in operating costs) Property, plant and equipment e. Depreciation and amortization An analysis of depreciation by function Operating costs Operating expenses Non-operating revenue and expenses An analysis of amortization by function Operating costs Operating expenses |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2019 $ 7,812 - (26,043) (41,828) - - 65,423 55,439 $ 60,803 For the Year Ended |
2018 $ 13,031 9,308 10,478 (8,243) 369,427 (18,035) 107,359 51,859 $ 535,184 December 31 |
||
| 2019 $ 37,982 1,060 - 7,788 49 $ 46,879 **For the Year Ended ** |
2018 $ 79,564 96 718 - 367 $ 80,745 **December 31 ** |
||
| 2019 $ 12,762 $ 2,307 $ - For the Year Ended |
2018 $ 5,251 $ (4,047) $ 18,035 December 31 |
||
| 2019 $ 399,640 172,623 2,535 $ 574,798 $ 20,977 33,260 $ 54,237 |
2018 $ 381,355 89,698 2,320 $ 473,373 $ 23,794 29,734 $ 53,528 |
- 49 -
f. Operating expenses directly related to investment properties
Direct operating expenses of investment properties that generated rental income Direct operating expenses of investment properties that did not generated rental income |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 702 572 $ 1,274 |
2018 $ 751 581 $ 1,332 |
g. Employee benefits expense
Post-employment benefits Defined contribution plans Defined benefit plans (see Note 24) Other employee benefits Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2019 $ 127,502 12,628 140,130 2,338,177 $ 2,478,307 $ 846,191 1,632,116 $ 2,478,307 |
2018 $ 124,208 16,321 140,529 2,126,065 $ 2,266,594 $ 828,990 1,437,604 $ 2,266,594 |
h. Employees’ compensation and remuneration of directors
The Company accrued compensation of employees and remuneration of directors at the rates of no less than 0.5% and no higher than 0.75%, respectively, of net profit before income tax, compensation of employees, and remuneration of directors. The compensation of employees and remuneration of directors for the years ended December 31, 2019 and 2018, which were approved by the Company’s board of directors on March 18, 2020 and March 22, 2019, respectively, were as follows:
Accrual rate
Compensation of employees Remuneration of directors Amount |
For the Year Ended December 31 |
|---|---|
| 2019 2018 1.22% 0.90% 0.59% 0.59% |
Compensation of employees Remuneration of directors |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|
| 2019 Cash $ 52,013 25,073 |
2018 | |
| Cash $ 31,723 20,960 |
- 50 -
If there is a change in the amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in the accounting estimate.
There was no difference between the actual amounts of compensation of employees and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the year ended December 31, 2018 and 2017.
Information on the compensation of employees and remuneration of directors resolved by the Company’s board of directors in 2020 and 2019 is available on the Market Observation Post System website of the Taiwan Stock Exchange.
- i. Gain or loss on foreign currency exchange
Foreign exchange gains Foreign exchange losses Net gains (losses) |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2019 $ 75,308 (101,351) $ (26,043) |
2018 $ 76,847 (66,369) $ 10,478 |
28. INCOME TAXES
- a. Major components of tax expense recognized in profit or loss
Current tax In respect of the current year Land value increment tax Income tax on unappropriated earnings Adjustments for prior years Deferred tax In respect of the current year Effect of tax rate changes Income tax expense recognized in profit or loss |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 1,057,020 - 12,941 (37,010) 1,032,951 60,747 - 60,747 $ 1,093,698 |
2018 $ 639,471 27,947 - (14,407) 653,011 77,051 (22,137) 54,914 $ 707,925 |
A reconciliation of accounting profit and income tax expenses is as follows:
Profit before tax Income tax expense calculated at the statutory rate Nondeductible expenses in determining taxable income Tax-exempt income Unrecognized deductible temporary differences and loss carryforwards |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2019 $ 4,548,534 $ 1,193,055 24,491 (118,486) 52,053 |
2018 $ 3,676,232 $ 887,299 23,150 (174,944) 2,459 (Continued) |
- 51 -
Investment credits Income tax on unappropriated earnings Land value increment tax Effect of tax rate changes Adjustments for prior years’ tax Income tax expense recognized in profit or loss |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2019 $ (33,346) 12,941 - - (37,010) $ 1,093,698 |
2018 $ (21,442) - 27,947 (22,137) (14,407) $ 707,925 (Concluded) |
The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings was reduced from 10% to 5%. The applicable tax rate used by subsidiaries in China is 25%. Tax rates used by other group entities operating in other jurisdictions are based on the tax laws in those jurisdictions.
b. Income tax recognized in other comprehensive income
Deferred tax Effect of tax rate changes In respect of the current year Exchange differences on translating the financial statements of foreign operations Fair value changes of financial assets at FVTOCI Remeasurement of defined benefit plans Total income tax recognized in other comprehensive income |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ - (70,042) (3) (7,668) $ (77,713) |
2018 $ (21,055) (29,037) (83) (1,049) $ (51,224) |
c. Current tax assets and liabilities
| Current tax assets Tax refund receivable Current tax liabilities Income tax payable |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 46,114 $ 547,018 |
2018 $ 13,349 $ 337,835 |
- 52 -
d. Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities were as follows:
For the year ended December 31, 2019
| Deferred tax assets Temporary differences Investments accounted for using the equity method Exchange differences on translating the financial statements of foreign operations Defined benefit plans Advertisement payable Deferred sales returns and allowances Allowance for inventory loss Financial assets measured at cost Others Loss carryforwards Deferred tax liabilities Temporary differences Investments accounted for using the equity method Reserve for land value increment tax Defined benefit plans Others |
Opening Balance R $ 91,100 103,216 76,490 54,776 6,767 10,071 43,886 14,345 400,651 95 $ 400,746 $ 100,460 33,685 740 1,238 $ 136,123 |
Effect of Tax ate Changes Recognized in Profit or Loss Recognized in Other Comprehensive Income $ - $ (9,014 ) $ - - - 70,042 - 237 7,410 - - - - 2,007 - - (11 ) - - - 3 - 4,279 - - (2,502 ) 77,455 - (95) - $ - $ (2,597) $ 77,455 $ - $ 131,725 $ - - - - - 1,781 (258 ) - (560) - $ - $ 132,946 $ (258) |
Exchange Differences Closing Balance $ - $ 82,086 - 173,258 (19 ) 84,118 (2,176 ) 52,600 - 8,774 - 10,060 - 43,889 (11) 18,613 (2,206 ) 473,398 - - $ (2,206) $ 473,398 $ - $ 232,185 - 33,685 - 2,263 2 680 $ 2 $ 268,813 |
|---|---|---|---|
For the year ended December 31, 2018
| Deferred tax assets Temporary differences Investments accounted for using the equity method Exchange differences on translating the financial statements of foreign operations Defined benefit plans Advertisement payable Deferred sales returns and allowances Allowance for inventory loss Financial assets measured at cost Others Loss carryforwards Deferred tax liabilities Temporary differences Investments accounted for using the equity method Reserve for land value increment tax Defined benefit plans Others |
Opening Balance R $ 92,479 63,052 63,789 55,745 19,129 7,326 41,930 18,652 362,102 81 $ 362,183 $ 53,736 33,685 332 5,226 $ 92,979 |
Effect of Tax ate Changes Recognized in Profit or Loss Recognized in Other Comprehensive Income $ 16,330 $ (17,709 ) $ - 11,127 - 29,037 10,855 551 1,229 - - - 3,376 (15,738 ) - 1,332 1,413 - 7,400 (5,527 ) 83 3,010 (7,342) - 53,430 (44,352 ) 30,349 14 - - $ 53,444 $ (44,352) $ 30,349 $ 9,483 $ 37,241 $ - - - - 228 - 180 541 (4,542) - $ 10,252 $ 32,699 $ 180 |
Exchange Differences Closing Balance $ - $ 91,100 - 103,216 66 76,490 (969 ) 54,776 - 6,767 - 10,071 - 43,886 25 14,345 (878 ) 400,651 - 95 $ (878) $ 400,746 $ - $ 100,460 - 33,685 - 740 13 1,238 $ 13 $ 136,123 |
|---|---|---|---|
-
53 -
-
e. Deductible temporary differences and unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets
| Loss carryforwards Expiry in 2019 Expiry in 2020 Expiry in 2021 Expiry in 2022 Expiry in 2023 Expiry in 2024 Deductible temporary differences |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ - 10,400 24,285 41,636 68,909 227,559 $ 372,789 $ 23,720 |
2018 $ 580 11,268 25,402 41,636 69,645 - $ 148,531 $ 50,272 |
- f. Income tax assessments
The income tax returns of Domex Technology for the year ended December 31, 2016 had been assessed by the tax authorities.
The income tax returns of the Company, Standard Dairy Products, Charng Hui, Standard Beverage and Le Bonta Wellness for the year ended December 31, 2017 had been assessed by the tax authorities.
29. EARNINGS PER SHARE
Basic earnings per share Diluted earnings per share |
For | Unit: NT$ Per Share the Year Ended December 31 |
Unit: NT$ Per Share the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 3.76 $ 3.76 |
2018 $ 3.25 $ 3.24 |
The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:
Net Profit for the Year
Earnings used in the computation of basic earnings per share |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2019 $ 3,416,097 |
2018 $ 2,949,089 |
- 54 -
Weighted average number of ordinary shares outstanding (in thousands of shares):
Weighted average number of ordinary shares used in computation of basic earnings per share Effect of potentially dilutive ordinary shares: Compensation of employees Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 908,420 709 909,129 |
2018 908,420 742 909,162 |
If the Company offered to settle compensation paid to employees in cash or shares, the Company assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
30. GOVERNMENT GRANTS
The Group received government grants, and recognized $65,423 thousand and $107,359 thousand as other gains during 2019 and 2018, respectively.
31. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS
On May 18, 2018, the Group subscribed for shares of non-controlling interests at a percentage of 20%, which increased its continuing interest from 80% to 100%.
The above transactions were accounted for as equity transactions, since the Group did not cease to have control over these subsidiaries.
| Dermalab | |
|---|---|
| Cash consideration received | $ (59,682) |
| The transfer of capital premium’s stock warrants | 48,512 |
| The equity instrument’s put option of the financial liability of the subsidiary transferred | |
| to non-controlling interests | 3,418 |
| The proportionate share of the carrying amount of the net assets of the subsidiary | |
| transferred to non-controlling interests | 11,491 |
| Reattribution of other equity from non-controlling interests | |
| Exchange differences on translating the financial statements of foreign operation | |
| (Note 25) | (1,263) |
| Others | (46,970) |
| Differences recognized from equity transactions | $ (44,494) |
| Line items adjusted for equity transactions | |
| Capital surplus - changes in percentage of ownership interests in subsidiaries | $ (44,494) |
- 55 -
32. CASH FLOWS INFORMATION
Changes in liabilities arising from financing activities:
For the year ended December 31, 2019
| Short-term borrowings Short-term bills payable Long-term borrowings Lease liabilities Guarantee deposits received Other non-current liabilities For the year ended December 31, 2018 |
Opening Balance $ 1,731,478 119,904 27,000 139,110 19,961 4,734 $ 2,042,187 Opening Balance $ 2,312,473 99,953 39,000 2,833 48,769 5,305 $ 2,508,333 |
Cash Flows $ (301,316) (19,936) (21,000) (73,714) 705 (1,757) $ (417,018) Cash Flows $ (555,347) 19,951 (12,000) 4,067 (28,458) (687) $ (572,474) |
Non-cash Changes Exchanging Rate Adjustments $ (47,207) - - 282,219 (622) (43) $ 234,347 Non-cash Changes Exchanging Rate Adjustments $ (25,648) - - 46 (350) 116 $ (25,836) |
Closing Balance $ 1,382,955 99,968 6,000 347,615 20,044 2,934 $ 1,859,516 Closing Balance $ 1,731,478 119,904 27,000 6,946 19,961 4,734 $ 1,910,023 |
|
|---|---|---|---|---|---|
Short-term borrowings Short-term bills payable Long-term borrowings Finance lease payables Guarantee deposits received Other non-current liabilities |
|||||
33. CAPITAL MANAGEMENT
The Group’s capital management objective is to ensure financial resources are available and operating plans are in place for working capital, capital expenditures, research and development expenses, refund liabilities and dividend disbursement, etc. in the next twelve months. The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance.
- 56 -
34. FINANCIAL INSTRUMENTS
-
a. Fair value of financial instruments that are measured at fair value on a recurring basis
-
1) Fair value hierarchy
| December 31, 2019 Financial assets at FVTPL Unlisted shares Mutual fund beneficiary certification Financial assets at FVTOCI Investments in equity instruments at FVTOCI Listed shares and emerging market shares Unlisted shares December 31, 2018 Financial assets at FVTPL Unlisted shares Mutual fund beneficiary certification Financial assets at FVTOCI Investments in equity instruments at FVTOCI Listed shares and emerging market shares Unlisted shares |
Level 1 $ - 667,673 $ 667,673 $ 252,351 - $ 252,351 Level 1 $ - 617,790 $ 617,790 $ 244,534 - $ 244,534 |
Level 2 $ - - $ - $ - - $ - Level 2 $ - - $ - $ - - $ - |
Level 3 $ 7,575 - $ 7,575 $ - 124,055 $ 124,055 Level 3 $ 7,315 - $ 7,315 $ - 77,165 $ 77,165 |
Total $ 7,575 667,673 $ 675,248 $ 252,351 124,055 $ 376,406 Total $ 7,315 617,790 $ 625,105 $ 244,534 77,165 $ 321,699 |
|---|---|---|---|---|
There were no transfers between Levels 1 and 2 for the years ended December 31, 2019 and 2018.
-
57 -
-
2) Reconciliation of Level 3 fair value measurements of financial instruments
For the year ended December 31, 2019
| Financial Assets Balance at January 1, 2019 Recognized in profit or loss (included in other gains and losses) Recognized in other comprehensive income (included in unrealized gain (loss) on financial assets at FVTOCI) Impact of exchange rates Balance at December 31, 2019 Recognized in other gains and losses - unrealized For the year ended December 31, 2018 |
Financial Assets at FVTPL Equity Instruments $ 7,315 260 - - $ 7,575 $ 260 |
Financial Assets at FVTOCI Equity Instruments $ 77,165 - 46,928 (38) $ 124,055 |
Total $ 84,480 260 46,928 (38) $ 131,630 $ 260 |
|---|---|---|---|
| Financial Assets Balance at January 1, 2018 Recognized in profit or loss (included in other gains and losses) Recognized in other comprehensive income (included in unrealized gain (loss) on financial assets at FVTOCI) Sales/settlements Transfers out of Level 3 Impact of exchange rates Balance at December 31, 2018 Recognized in other gains and losses - unrealized |
Financial Assets at FVTPL Equity Instruments $ 6,368 3,125 - (1,978) (200) - $ 7,315 $ 1,147 |
Financial Assets at FVTOCI Equity Instruments $ 83,754 - (4,749) (1,823) - (17) $ 77,165 |
Total $ 90,122 3,125 (4,749) (3,801) (200) (17) $ 84,480 $ 1,147 |
|---|---|---|---|
- 3) The valuation techniques of unlisted shares with no active market are mainly applicable for market and asset valuation methods.
The market method is mainly used to value the fair value of investment objects’ market prices and environments.
The asset method is mainly utilized to value the fair value of investment objects’ net asset values.
- 58 -
b. Categories of financial instruments
| Financial assets Financial assets at FVTPL Mandatorily classified as at FVTPL Financial assets at amortized cost (1) Financial assets at FVTOCI Equity instruments Financial liabilities Financial liabilities at amortized cost (2) |
December 31 |
|---|---|
| 2019 2018 $ 675,248 $ 625,105 12,691,896 10,614,196 376,406 321,699 3,983,402 4,367,443 |
-
1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, debt investments, and notes receivable and trade receivables. Those reclassified to held-for-sale disposal groups are also included.
-
2) The balances include financial liabilities at amortized cost, which comprise short-term and long-term loans, short-term bills payable, trade and other payables, and bonds issued. Those reclassified to held-for-sale disposal groups are also included.
-
c. Financial risk management objectives and policies
The Group’s major financial instruments include cash and cash equivalents, equity and debt investments, mutual funds, trade receivables, trade payables and loans. The Group’s Financial Department provides services to the business, coordinates access to financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
1) Market risk
The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).
a) Foreign currency risk
The Group’s foreign currency risk arises from its foreign currency monetary assets and liabilities. The Group watches out for the fluctuation of market exchange rate, and takes appropriate actions to manage the exchange rate risk.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the end of the reporting period are set out in Note 38.
- 59 -
Sensitivity analysis
The Group was mainly exposed to the RMB, USD, EUR, AUD, CHF and SGD.
The following table details the Group’s sensitivity to a 3% increase or decrease in the functional currency against the relevant foreign currencies. A change of 3% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis used the outstanding foreign currency denominated monetary items at the end of the reporting period and assumed the exchange rates at the end of the reporting period changed by 3% increase of decrease. The amount below indicates an increase (decrease) in pre-tax profit associated with the functional currency weakening 3% against the relevant currency. For a 3% strengthening of the functional currency against the relevant currency, there would be an equal and opposite impact on pre-tax profit and the balances below would be negative.
| Profit or loss Profit or loss Profit or loss |
RMB Impact For the Year Ended December 31 2019 2018 $ 1,310 (i) $ 834 (i) EUR Impact For the Year Ended December 31 2019 2018 $ 2,349 (iii) $ 1,378 (iii) CHF Impact For the Year Ended December 31 2019 2018 $ 1,792 (v) $ 2,735 (v) |
USD Impact |
|---|---|---|
| For the Year Ended **December 31 ** |
||
| 2019 2018 $ 28,367 (ii) $ 18,939 (ii) AUD Impact |
||
| For the Year Ended December 31 |
||
| 2019 2018 $ 817 (iv) $ 2,707 (iv) SGD Impact |
||
| For the Year Ended December 31 |
||
| 2019 2018 $ (348) (vi) $ (338) (vi) |
-
i. This was mainly attributable to the exposure of outstanding RMB bank deposits which were not hedged at the end of the reporting period.
-
ii. This was mainly attributable to the exposure of outstanding USD bank deposits, debt investments with no active market, receivables and payables which were not hedged at the end of the reporting period.
-
iii. This was mainly attributable to the exposure on bank deposits and payables in EUR which were not hedged at the end of the reporting period.
-
iv. This was mainly attributable to the exposure of bank deposits and payables in AUD which were not hedged at the end of the reporting period.
-
v. This was mainly attributable to the exposure of bank deposits and payables in CHF which were not hedged at the end of the reporting period.
-
vi. This was mainly attributable to the exposure of bank deposits and payables in SGD which were not hedged at the end of the reporting period.
-
60 -
b) Interest rate risk
The Group was exposed to interest rate risk because entities in the Group borrowed funds at both fixed and floating interest rates. The Group pays attention to the fluctuations of exchange rates in the market, and takes appropriate actions to manage the exchange rate risk.
The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting periods were as follows.
| Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets Financial liabilities Sensitivity analysis |
December 31 |
|---|---|
| 2019 2018 $ 1,658,861 $ 955,885 1,791,538 1,806,328 1,172,500 1,163,880 45,000 79,000 |
The sensitivity analyses below were determined based on the Group’s exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating rate assets and liabilities, the analysis was prepared assuming the amount of the asset and liability outstanding at the end of the reporting period was outstanding for the whole year. A 1% basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 1% higher and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2019 and 2018 would increase (decrease) by $11,275 thousand and $10,849 thousand, respectively.
The Group’s sensitivity to interest rates decreased during the current year mainly due to the decrease in variable rate debt instruments.
c) Other price risk
The Group was exposed to equity price risk due to its investments in listed equity securities and mutual funds. The Group has appointed a special team to monitor the price risk and will consider hedging the risk exposure should the need arise.
Sensitivity analysis
The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the reporting period.
If equity prices had been 1% higher/lower, pre-tax profit for the year ended December 31, 2019 would have increased/decreased by $6,752 thousand, as a result of the changes in fair value of financial assets at FVTPL, and the pre-tax other comprehensive income for the year ended December 31, 2019 would have increased/decreased by $3,764 thousand, as a result of the changes in fair value of financial assets at FVTOCI.
- 61 -
If equity prices had been 1% higher/lower, pre-tax profit for the year ended December 31, 2018 would have increased/decreased by $6,251 thousand, as a result of the changes in fair value of financial assets at FVTPL, and the pre-tax other comprehensive income for the year ended December 31, 2018 would have increased/decreased by $3,217 thousand, as a result of the changes in fair value of financial assets at FVTOCI.
2) Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure of counterparties to discharge an obligation could be the carrying amount of the respective recognized financial assets as stated in the consolidated balance sheets.
In order to minimize credit risk, management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade receivable at the end of the reporting period to ensure that adequate allowances are made for irrecoverable amounts.
The table below analyzes the collaterals held as security and other credit enhancements, and their financial effect in respect of the financial assets recognized in the Group’s consolidated balance sheets:
December 31, 2019
Carrying Amount Receivables $ 6,442,527 December 31, 2018 |
Maximum Exposure to Credit Risk Mitigated by |
|---|---|
| Collateral Other Credit Enhancements Total $ 76,270 $ 391 $ 76,661 |
Carrying Amount Receivables $ 6,163,966 |
Maximum Exposure to Credit Risk Mitigated by |
|---|---|
| Collateral Other Credit Enhancements Total $ 94,755 $ 11,189 $ 105,944 |
- 3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2019 and 2018, the Group had available unutilized bank loan facilities in the amounts of $5,186,434 thousand and $8,454,225 thousand, respectively.
-
62 -
-
Liquidity and interest rate risk table for non-derivative financial liabilities
The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The table had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The table included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.
December 31, 2019
| Non-derivative financial liabilities Non-interest bearing Lease liabilities Variable interest rate liabilities Fixed interest rate liabilities Contract liabilities December 31, 2018 Non-derivative financial liabilities Non-interest bearing Finance lease liabilities Variable interest rate liabilities Fixed interest rate liabilities Contract liabilities |
On Demand or Less than 1 Month $ 793,371 25,466 - 612,591 108,881 $ 1,540,309 On Demand or Less than 1 Month $ 260,158 222 30,067 644,922 120,038 $ 1,055,407 |
1-3 Months $ 1,592,308 14,902 - 788,292 217,763 $ 2,613,265 1-3 Months $ 603,234 445 3,086 627,795 240,077 $ 1,474,637 |
3 Months to 1 Year $ 86,769 52,197 45,003 48,461 - $ 232,430 3 Months to 1 Year $ 1,599,695 2,002 31,304 509,072 - $ 2,142,073 |
1-5 Years $ 20,044 283,028 - - - $ 303,072 1-5 Years $ 19,961 5,164 15,215 37,371 - $ 77,711 |
|---|---|---|---|---|
The amounts included above for variable interest rate instruments for non-derivative financial liabilities was subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.
- 63 -
35. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Besides as disclosed elsewhere in other notes, details of transactions between the Group and other related parties are disclosed below.
- a. Related parties and relationships
Name of Related Party Relationship with the Group GeneFerm Biotechnology Co., Ltd. (“GeneFerm”) The Company is one of the directors
- b. Purchases of goods
Related Party Category/Name The Company is one of the directors GeneFerm |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2019 $ 48,186 |
2018 $ 25,529 |
Purchases from related parties were conducted on normal commercial terms.
- c. Payables to related parties
| Line Items Related Party Category/Name Trade payables The Company is one of the directors GeneFerm |
**December ** | **31 ** | |
|---|---|---|---|
| 2019 $ 26,141 |
2018 $ 8,602 |
The outstanding payables from related parties were unsecured.
- d. Compensation of key management personnel
Short-term employee benefits Post-employment benefits |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 45,293 522 $ 45,815 |
2018 $ 40,280 533 $ 40,813 |
The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.
- 64 -
36. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for bank borrowings, issuance of bank acceptances, performance guaranty, and bond for customs clearance:
| Pledge time deposits (included in other current assets) Pledge time deposits (included in other non-current assets) Property, plant and equipment, net Investment properties, net |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 4,013 85,950 137,554 56,909 $ 284,426 |
2018 $ 1,010 89,506 153,868 58,697 $ 303,081 |
37. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of December 31, 2019 were as follows:
-
a. The Company has entered into a license agreement with The Quaker Oats Company (Quaker) for a period ending July 11, 2029. The agreement provides that the Company may use Quaker’s trademark, and process, manufacture, market and sell Quaker baby cereal, oatmeal, fruit cereal, ready-to-eat cereal, sesame paste, milk powder and other cereal products in the ROC. In consideration of the above, the Company shall pay Quaker royalties at an agreed percentage of net sales (as defined).
-
b. Unused letters of credit of approximately US$2,075 thousand.
-
c. Unrecognized commitments for acquisition of property, plant and equipment of approximately $122,010 thousand.
-
d. Unrecognized commitments for acquiring approximately 46,391 tons of colostrum from dairymen.
38. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The significant assets and liabilities denominated in foreign currencies other than functional currencies of the Group entities and the exchange rates between foreign currencies and respective functional currencies were as follows:
December 31, 2019
| Foreign | Carrying | |||
|---|---|---|---|---|
| Currencies | Exchange Rate | Amount | ||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 26,052 |
29.98 (USD:NTD) $ | 781,058 |
| USD | 6,480 | 6.98 (USD:RMB) | 194,612 | |
| EUR | 2,331 | 33.59 (EUR:NTD) | 78,298 | |
| RMB | 10,142 | 4.31(RMB:NTD) | 43,658 | |
| AUD | 2,058 | 21.01 (AUD:NTD) | 43,228 | |
| (Continued) |
- 65 -
| Foreign Currencies Exchange Rate CHF $ 1,341 30.93 (CHF:NTD) CHF 591 7.18 (CHF:RMB) Financial liabilities Monetary items USD 1,003 29.98 (USD:NTD) AUD 762 20.01 (AUD:NTD) SGD 520 22.28 (SGD:NTD) December 31, 2018 Foreign Currencies Exchange Rate Financial assets Monetary items USD $ 12,753 30.72 (USD:NTD) USD 14,631 6.86 (USD:RMB) EUR 1,661 35.20 (EUR:NTD) RMB 6,219 4.47 (RMB:NTD) AUD 4,717 21.67 (AUD:NTD) CHF 2,923 6.97 (CHF:RMB) Non-monetary items USD 33 6.86 (USD:RMB) CHF 1,379 6.97 (CHF:RMB) Financial liabilities Monetary items USD 771 30.72 (USD:NTD) USD 6,045 6.86 (USD:RMB) EUR 356 35.20 (EUR:NTD) AUD 551 21.67 (AUD:NTD) SGD 501 22.48 (SGD:NTD) |
Carrying Amount $ 41,470 18,272 $ 1,200,596 $ 30,087 16,006 11,586 $ 57,679 (Concluded) Carrying Amount $ 391,681 449,371 58,453 27,810 102,184 91,155 $ 1,120,654 $ 1,000 43,007 $ 44,007 $ 23,666 185,681 12,535 11,944 11,262 $ 245,088 |
|---|---|
- 66 -
The Group is mainly exposed to RMB and USD. The following information was aggregated by the functional currencies of the group entities, and the exchange rates between respective functional currencies and the presentation currency were disclosed. The significant realized and unrealized foreign exchange gains (losses) were as follows:
For the Year Ended December 31
| Foreign Currencies NTD RMB CHF |
2019 Exchange Rate Net Foreign Exchange Gains (Losses) 1 (NTD:NTD) $ (27,536) 4.45 (RMB:NTD) 1,483 30.93 (CHF:NTD) 10 $ (26,043) |
2018 |
|---|---|---|
| Exchange Rate Net Foreign Exchange Gains (Losses) 1 (NTD:NTD) $ 5,483 4.55 (RMB:NTD) 5,136 31.19 (CHF:NTD) (141) $ 10,478 |
39. SEPARATELY DISCLOSED ITEMS
-
a. Financings provided: See Table 1 attached.
-
b. Endorsement/guarantee provided: See Table 2 attached.
-
c. Marketable securities held (excluding investments in subsidiaries): See Table 3 attached.
-
d. Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None.
-
e. Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.
-
f. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None.
-
g. Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: See Table 4 attached.
-
h. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: See Table 5 attached.
-
i. Trading in derivative instruments: None.
-
j. Others: Intercompany relationships and significant intercompany transactions: See Table 6 attached.
-
k. Information on investees (excluding investees of mainland China): See Table 7 attached.
-
l. Information on investment in mainland China
-
1) The name of the investee in mainland China, the main businesses and products, its issued capital, method of investment, information on inflow or outflow of capital, percentage of ownership, income (losses) of the investee, share of profits/losses of investee, ending balance, amount received as dividends from the investee, and the limitation on investee: See Table 8 attached.
-
2) Significant direct or indirect transactions with the investee, its prices and terms of payment, unrealized gain or loss: None.
-
67 -
40. SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on types of corporation. Specifically, the Group’s reportable segments were as follows:
-
Standard Foods segment - the Company
-
Standard Dairy Products segment - Standard Dairy Products
-
China Standard segment - Shanghai Standard, China Standard Investment, China Standard Foods and Xiamen Standard
-
Other segments - other than the above corporation
-
a. Operating segment information
For the year ended December 31, 2019 Sales from external customers Sales among intersegments Total sales Interest income Financial cost Depreciation expense Amortization expense Operating segment income (loss) Unallocated amount Income before income tax For the year ended December 31, 2018 Sales from external customers Sales among intersegments Total sales Interest income Financial cost Depreciation expense Amortization expense Other important non-cash items Impairment loss on assets Operating segment income (loss) Unallocated amount Income before income tax |
Standard Foods Segment $ 11,668,690 1,471,254 $ 13,139,944 $ 22,823 $ 1,339 $ 222,087 $ 11,998 $ 2,992,111 $ 10,675,041 1,512,866 $ 12,187,907 $ 15,502 $ 686 $ 187,440 $ 10,324 $ 18,035 $ 2,778,553 |
Standard Dairy Products Segment $ 2,657,213 917,346 $ 3,574,559 $ 4,946 $ 12 $ 44,583 $ 2,428 $ 564,292 $ 2,615,642 739,330 $ 3,354,972 $ 4,109 $ - $ 34,733 $ 2,029 $ - $ 540,305 |
China Standard Segment $ 14,334,709 412 $ 14,335,121 $ 42,255 $ 37,186 $ 234,190 $ 29,117 $ 999,415 $ 12,171,356 2,378 $ 12,173,734 $ 18,074 $ 76,371 $ 213,340 $ 34,612 $ - $ 348,732 |
Other Segments $ 2,605,620 14,273 $ 2,619,893 $ 9,667 $ 13,214 $ 78,508 $ 10,694 $ 35,557 $ 1,878,548 10,813 $ 1,889,361 $ 7,541 $ 8,997 $ 37,859 $ 6,563 $ - $ 10,204 |
Adjustments and Eliminations $ - (2,403,285) $ (2,403,285) $ (4,872) $ (4,872) $ (4,570) $ - $ (42,841) $ - (2,265,387) $ (2,265,387) $ (5,308) $ (5,308) $ - $ - $ - $ (1,563) |
Consolidated $ 31,266,232 - $ 31,266,232 $ 74,819 $ 46,879 $ 574,798 $ 54,237 $ 4,548,534 - $ 4,548,534 $ 27,340,587 - $ 27,340,587 $ 39,917 $ 80,745 $ 473,373 $ 53,528 $ 18,035 $ 3,676,232 - $ 3,676,232 |
|---|---|---|---|---|---|---|
- b. Geographical information:
The Group operates in two principal geographical areas - Taiwan and mainland China.
- 68 -
The Group’s revenue from external customers by location of operations and information about its non-current assets by location of asset are detailed below.
Taiwan Mainland China Others Taiwan Mainland China Others |
Revenue from External Customers |
Revenue from External Customers |
Revenue from External Customers |
|---|---|---|---|
| For the Year Ended December 31 | |||
| 2019 2018 $ 16,675,005 $ 14,977,018 14,470,605 12,247,648 120,622 115,921 $ 31,266,232 $ 27,340,587 Non-current Assets |
|||
| **December 31 ** | |||
| 2019 $ 2,269,496 3,711,638 32,538 $ 6,013,672 |
2018 $ 2,198,922 3,812,887 28,373 $ 6,040,182 |
Non-current assets exclude financial instruments, deferred tax assets and net defined benefit assets.
- 69 -
TABLE 1
STANDARD FOODS CORPORATION AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)
| No. (Note 1) |
Lender | Borrower | Financial Statement Account |
Related Parties |
Highest Balance for the Period |
Ending Balance | Actual Borrowing Amount |
Interest Rate |
Nature of Financing (Note 2) |
Business Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrower (Note 3) |
Aggregate Financing Limits (Note 3) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 0 | Standard Foods Corporation |
Dermalab S.A. | Financing receivables - related parties |
Y |
$ 47,783 | $ 46,387 | $ - | - | b | $ - | Need for operation | $ - | - | $ - | $ 6,350,870 (Note 3) |
$ 6,350,870 (Note 3) |
Note 11 |
| 1 | Standard Investment (China) Co., Ltd. |
Shanghai Dermalab Corporation Standard Foods (Xiamen) Co., Ltd. Standard Foods (China) Co., Ltd. Shanghai Le Ben Tuo Health Technology Co., Ltd. |
Financing receivables - related parties Financing receivables - related parties Financing receivables - related parties Financing receivables - related parties |
Y Y Y Y |
92,048 736,384 460,240 92,048 |
85,950 687,600 429,750 85,950 |
79,891 238,507 348,188 85,950 |
2.50% 2.50% 2.50% 2.50% |
b. b. b. b. |
- - - - |
Need for operation Need for operation Need for operation Need for operation |
- - - - |
- - - - |
- - - - |
1,664,013 (Note 4) 1,664,013 (Note 4) 1,664,013 (Note 4) 1,664,013 (Note 4) |
1,664,013 (Note 4) 1,664,013 (Note 4) 1,664,013 (Note 4) 1,664,013 (Note 4) |
Note 11 Note 11 Note 11 Note 11 |
| 2 | Shanghai Standard Foods Co., Ltd. |
Standard Foods (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. |
Financing receivables - related parties Financing receivables - related parties Financing receivables - related parties |
Y Y Y |
483,252 667,348 474,390 |
- 623,138 451,238 |
- 116,299 451,238 |
2.50% 2.50% 2.50% |
b. b. b. |
- - - |
Need for operation Need for operation Need for operation |
- - - |
- - - |
- - - |
1,227,427 (Note 5) 1,227,427 (Note 5) 1,227,427 (Note 5) |
1,227,427 (Note 5) 1,227,427 (Note 5) 1,227,427 (Note 5) |
Note 11 Note 11 Note 11 |
| 3 | Accession Limited | Shanghai Standard Foods Co., Ltd. Dermalab S.A. |
Financing receivables - related parties Financing receivables - related parties |
Y Y |
185,730 70,081 |
- - |
- - |
0.00% 1.90% |
b. b. |
- - |
Need for operation Need for operation |
- - |
- - |
- - |
3,492,091 (Note 6) 3,492,091 (Note 6) |
3,492,091 (Note 6) 3,492,091 (Note 6) |
Note 11 Note 11 |
| 4 | Shanghai Le Ben Tuo Health Technology Co., Ltd. |
Standard Investment (China) Co., Ltd. |
Financing receivables - related parties |
Y |
23,012 | 21,488 | - | 2.50% | b. | - | Need for operation | - | - | - | 88,844 (Note 7) |
88,844 (Note 7) |
Note 11 |
| 5 | Shanghai Le Ben De Health Technology Co., Ltd. |
Standard Investment (China) Co., Ltd. |
Financing receivables - related parties |
Y |
9,205 | 8,595 | - | 2.50% | b. | - | Need for operation | - | - | - | 11,640 (Note 8) |
11,640 (Note 8) |
Note 11 |
| 6 | Shanghai Le Ho Industrial Co., Ltd. |
Standard Investment (China) Co., Ltd. |
Financing receivables - related parties |
Y |
184,096 | 171,900 | 658 | 2.50% | b. | - | Need for operation | - | - | - | 210,049 (Note 9) |
210,049 (Note 9) |
Note 11 |
| 7 | Shanghai Le Min Industrial Co., Ltd. |
Standard Investment (China) Co., Ltd. |
Financing receivables - related parties |
Y |
92,048 | 85,950 | 597 | 2.50% | b. | - | Need for operation | - | - | - | 131,101 (Note 10) |
131,101 (Note 10) |
Note 11 |
(Continued)
- 70 -
(Concluded)
Note 1: “0” for the Company, subsidiaries are numbered from “1”.
Note 2: Reasons for financing are as follows:
a. Need for operation.
- b. Need for short-term financing.
Note 3: The total amount shall not exceed 40% of net value of Standard Foods Corporation, which was calculated to be $6,350,870 thousand (the net value per financial statements of $15,877,175 thousand x 40% as of September 30, 2019). Note 4: The total amount shall not exceed 40% of net value of Standard Investment (China) Co., Ltd., which was calculated to be $1,664,013 thousand (the net value per financial statements of $4,160,032 thousand x 40% as of September 30, 2019).
Note 5: The total amount shall not exceed 40% of net value of Shanghai Standard Foods Co., Ltd., which was calculated to be $1,227,427 thousand (the net value per financial statements of $3,068,568 thousand x 40% as of September 30, 2019). Note 6: The total amount shall not exceed 100% of net value of Accession Limited, which was calculated to be $3,492,091 thousand (the net value per financial statements of $3,492,091 thousand x 100% as of September 30, 2019). Note 7: The total amount shall not exceed 40% of net value of Shanghai Le Ben Tuo Health Technology Co., Ltd., which was calculated to be $88,844 thousand (the net value per financial statements of $222,111 thousand x 40% as of September 30, 2019). Note 8: The total amount shall not exceed 40% of net value of Shanghai Le Ben De Health Technology Co., Ltd., which was calculated to be $11,640 thousand (the net value per financial statements of $29,101 thousand x 40% as of September 30, 2019). Note 9: The total amount shall not exceed 40% of net value of Shanghai Le Ho Industrial Co., Ltd., which was calculated to be $210,049 thousand (the net value per financial statements of $525,122 thousand x 40% as of September 30, 2019). Note 10: The total amount shall not exceed 40% of net value of Shanghai Le Min Industrial Co., Ltd., which was calculated to be $131,101 thousand (the net value per financial statements of $327,753 thousand x 40% as of September 30, 2019). Note 11: The amount was eliminated upon consolidation.
- 71 -
TABLE 2
STANDARD FOODS CORPORATION AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)
| No. (Note 1) |
Endorsement/Guarantee Provider |
Guaranteed Party | Guaranteed Party | Limits on Endorsement/ Guarantee Amount Provided to Each Guaranteed Party |
Maximum Balance for the Period |
Ending Balance | Amount Actually Drawn |
Amount of Endorsement/ Guarantee Collateralized by Properties |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity Per Latest Financial Statements |
Maximum Endorsement/ Guarantee Amount |
Guarantee Provided by Parent Company (Note 9) |
Guarantee Provided by Subsidiary (Note 9) |
Guarantee Provided to Subsidiaries in Mainland China (Note 9) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Nature of Relationship (Note 2) |
|||||||||||||
| 0 | Standard Foods Corporation | Accession Limited Standard Beverage Company Limited |
b. b. |
$ 12,701,740 (Note 3) 12,701,740 (Note 3) |
$ 184,620 158,000 |
29,980 149,900 |
$ - 20,000 |
$ - - |
0.19% 0.94% |
$ 15,877,175 (Note 4) 15,877,175 (Note 4) |
Y Y |
- - |
- - |
-
Note 1: “0” for the Company, subsidiaries are numbered from “1”.
-
Note 2: Relationships between the endorsement/guarantee provider and the guaranteed party:
-
a. Trading partner.
-
b. Majority owned subsidiary.
-
c. The Company and subsidiary owns over 50% ownership of the investee company.
-
d. A subsidiary jointly owned by the Company and company’s directly-owned subsidiary.
-
e. Guaranteed by the Company according to construction contract.
-
f. Investee company. The guarantees were provided based on the Company’s proportionate share in an investee company.
-
Note 3: The total amount shall not exceed 80% of the net value in the financial statements of Standard Foods Corporation; the amount was calculated at $12,701,740 thousand (the net value per financial statements of $15,877,175 thousand x 80% as of September 30, 2019).
Note 4: The total amount shall not exceed 100% of the net value in the financial statements of Standard Foods Corporation; the amount was calculated at $15,877,175 thousand (the net value per financial statements of $15,877,175 thousand x 100% as of September 30, 2019).
Note 5: Guarantee provided by the listed parent company, guarantee provided by the subsidiary or guarantee provided to subsidiaries in mainland China, coded “Y”.
- 72 -
TABLE 3
STANDARD FOODS CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December 31, 2019 | December 31, 2019 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares | Carrying Amount |
Percentage of Ownership |
Fair Value (Note 2) |
|||||
| Standard Foods Corporation | Shares Far Eastern International Commercial Bank Co., Ltd. Chunghwa Telecom Co., Ltd. GeneFerm Biotechnology Co., Ltd. Dah Chung Bills Finance Corp. Mutual funds Taishin 1699 Money Market Fund Jih Sun Money Market Fund Mega Diamond Money Market FSITC Taiwan Money Market Fund Walden VC 2, L.P. Shares Techgains Pan-Pacific Corporation Authenex, Inc. Global Strategic Investment Co., Ltd. Paradigm Venture Capital Corporation U-Teck Environment Corporation, Ltd. Octamer, Inc. - Series E Preferred Stock Octamer, Inc. - Series F Preferred Stock |
The Company is one of the directors |
Financial assets at fair value through other comprehensive income - current Financial assets at fair value through other comprehensive income - current Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current |
1,379,027 48,600 2,145,110 1,243,213 2,430,814 14,196,913 21,453,425 2,736,051 Note 1 500,000 2,424,242 850,500 180,376 11,200 800,000 107,815 |
$ 16,479 5,346 65,640 15,702 33,021 211,216 270,122 42,034 - - - 4,619 2,956 - - - |
- - 7.8 0.3 - - - - 1.9 0.9 5.5 1.9 7.0 0.2 7.8 1.0 |
$ 16,479 5,346 65,640 15,702 33,021 211,216 270,122 42,034 - - - 4,619 2,956 - - - |
(Continued)
- 73 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December 31, 2019 | December 31, 2019 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares | Carrying Amount |
Percentage of Ownership |
Fair Value (Note 2) |
|||||
| Standard Dairy Products Taiwan Limited Charng Hui Ltd. |
Fortemedia, Inc. - Series D Preferred Stock Fortemedia, Inc. - Series E Preferred Stock Fortemedia, Inc. - Series F Preferred Stock Fortemedia, Inc. - Series G Preferred Stock Fortemedia, Inc. - Series I Preferred Stock Fortemedia, Inc. - Series - Common Stock Mutual funds Jih Sun Money Market Fund FSITC Taiwan Money Market Fund Shares Standard Foods Corporation Formosa Plastics Corporation China Steel Corporation Polytronics Technology Corp. Taiwan Semiconductor Manufacturing Co., Ltd. Mutual funds Fuh Hwa Global Strategic Allocation FoF Franklin Templeton SinoAm Franklin Templeton Global Bond Fund of Funds-Accu. Shares Hong Da Leasing & Finance Co., Ltd. CNEX Co., Ltd. |
Parent of Charng Hui Ltd. Charng Hui Ltd. is one of the directors Charng Hui Ltd. is one of the directors |
Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income - current Financial assets at fair value through other comprehensive income - current Financial assets at fair value through other comprehensive income - current Financial assets at fair value through other comprehensive income - current Financial assets at fair value through other comprehensive income - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - non-current |
3,455 71,397 29,173 31,135 29,102 12,938 3,034,955 1,953,197 6,669,471 91,440 803,258 1,596,000 90,000 1,000,000 1,453,360 8,297,000 1,000,000 |
$ - - - - - - 45,153 30,007 464,195 9,126 19,198 106,772 29,790 11,270 18,958 - - |
1.2 1.2 1.2 1.3 1.3 1.2 - - 0.7 - - 2.0 - - - 23.7 6.0 |
$ - - - - - - 45,153 30,007 464,195 9,126 19,198 106,772 29,790 11,270 18,958 - - |
Note 2 |
(Continued)
- 74 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December 31, 2019 | December 31, 2019 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares | Carrying Amount |
Percentage of Ownership |
Fair Value (Note 2) |
|||||
| Standard Beverage Company Limited Domex Technology Corporation Accession Limited |
Mutual funds Fuh Hwa Greater China Mid & Small Cap Franklin Templeton SinoAm Global Bd Acc Shares InnoComm Mobile Technology Corp. Shares AsiaVest Liquidation Co. |
Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through other comprehensive income - non-current |
225,000 282,988 3,600,000 200 |
$ 2,201 3,691 107,424 929 |
- - 13.4 0.7 |
$ 2,201 3,691 107,424 929 |
Note 1: No number of units of the Fund.
Note 2: The amount was eliminated upon consolidation.
(Concluded)
- 75 -
TABLE 4
STANDARD FOODS CORPORATION AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
| Company Name | Related Party | Nature of Relationships | Transaction | Transaction | Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Payable (Receivable) |
Notes/Accounts Payable (Receivable) |
Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (Sales) |
Amount | % to Total |
Payment Terms | Unit Price | Payment Terms | Ending Balance | % to Total |
||||
| Standard Foods Corporation Standard Dairy Products Taiwan Limited Shanghai Standard Foods Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Investment (China) Co., Ltd. |
Standard Dairy Products Taiwan Limited Standard Foods Corporation Standard Investment (China) Co., Ltd. Shanghai Standard Foods Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. |
The Company’s subsidiary Parent company of Standard Dairy Products Taiwan Limited Brother company of Shanghai Standard Foods Co., Ltd. Brother company of Standard Investment (China) Co., Ltd. Parent company of Standard Foods (China) Co., Ltd. Standard Investment (China) Co., Ltd.’s subsidiary Parent company of Standard Foods (China) Co., Ltd. Parent company of Standard Foods (Xiamen) Co., Ltd. Standard Investment (China) Co., Ltd.’s subsidiary Standard Investment (China) Co., Ltd.’s subsidiary |
Sales Purchases Purchases Sales Sales Purchases Purchases Sales Sales Purchases Purchases Sales Sales Purchases |
$ (1,470,332) 917,346 1,470,332 (917,346) (1,735,989) 397,459 1,735,989 (397,459) (5,160,756) 5,160,756 411,285 (411,285) (3,589,545) 3,589,545 |
11.19 12.24 59.38 25.66 78.07 21.46 16.51 2.95 98.62 49.16 8.78 8.64 75.44 34.20 |
55 days after month end closing (net of receivables and payables) 55 days after month end closing (net of receivables and payables) 55 days after month end closing (net of receivables and payables) 55 days after month end closing (net of receivables and payables) 60 days after month-end closing 60 days after month-end closing 60 days after month-end closing 60 days after month-end closing 55 days after month-end closing 60 days after month-end closing 60 days after month-end closing 60 days after month-end closing 60 days after month-end closing 60 days after month-end closing |
- - - - - - - - - - - - - |
- - - - - - - - - - - - - |
$ 141,484 - (141,484) - 491,530 (161,842) (491,530) 161,842 1,665,818 (1,665,818) (222,633) 222,633 1,099,150 (1,099,150) |
6.17 - 40.45 - 96.61 64.38 15.00 4.94 99.65 50.82 38.08 16.84 83.15 33.54 |
Note Note Note Note Note Note Note Note Note Note Note Note Note Note |
Note: The amounts presented above were eliminated upon consolidation.
- 76 -
TABLE 5
STANDARD FOODS CORPORATION AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
| Company Name | Related Party | Nature of Relationships | Ending Balance for Account Receivable - Related Parties |
Ending Balance for Account Receivable - Related Parties |
Turnover Rate |
Overdue | Overdue | Amounts Received in Subsequent Period |
Allowance for Bad Debts |
Allowance for Bad Debts |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | **Actions Taken ** | ||||||||||||
| Standard Foods Corporation Shanghai Standard Foods Co., Ltd. Standard Foods (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. |
Standard Dairy Products Taiwan Limited Standard Investment (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Investment (China) Co., Ltd. Shanghai Standard Foods Co., Ltd. Standard Foods (China) Co., Ltd. |
The Company’s subsidiary Brother company of Shanghai Standard Foods Co., Ltd. Brother company of Shanghai Standard Foods Co., Ltd. Brother company of Shanghai Standard Foods Co., Ltd. Parent company of Standard Foods (China) Co., Ltd. Standard Investment (China) Co., Ltd.’s subsidiary Standard Investment (China) Co., Ltd.’s subsidiary Parent company of Standard Foods (Xiamen) Co., Ltd. Brother company of Standard Investment (China) Co., Ltd. Brother company of Standard Foods (Xiamen) Co., Ltd. |
Trade receivables Other receivables Trade receivables Financing receivables Other receivables Trade receivables Financing receivables Other receivables Trade receivables Other receivables Trade receivables Other receivables Trade receivables Financing receivables Other receivables Trade receivables Financing receivables Other receivables Trade receivables Other receivables Trade receivables Other receivables Trade receivables |
$ 141,484 3,127 $ 144,611 $ 491,530 116,299 59,364 $ 667,193 $ 6,647 451,238 6,549 $ 464,434 $ 8,456 618 $ 9,074 $ 1,665,818 34,798 $ 1,700,616 $ 93 348,188 14,179 $ 362,460 $ 28 238,507 12,284 $ 250,819 $ 1,099,150 13,165 $ 1,112,315 $ 161,842 40,698 $ 202,540 $ 222,633 |
9.31 3.39 3.51 3.69 3.06 4.07 22.72 5.81 4.91 1.80 |
$ - - $ - $ - - - $ - $ - - - $ - $ - - $ - $ - - $ - $ - - - $ - $ - - - $ - $ - - $ - $ - - $ - $ - |
$ 141,484 (Note 1) 3,127(Note 1) $ 144,611(Note 1) $ 202,729 (Note 1) - (Note 1) - (Note 1) $ 202,729(Note 1) $ 6,647 (Note 1) - (Note 1) - (Note 1) $ 6,647(Note 1) $ 8,456 (Note 1) - (Note 1) $ 8,456(Note 1) $ 816,964 (Note 1) 34,798(Note 1) $ 851,762(Note 1) $ 93 (Note 1) - (Note 1) - (Note 1) $ 93(Note 1) $ 28 (Note 1) - (Note 1) - (Note 1) $ 28(Note 1) $ 952,155 (Note 1) 10,869(Note 1) $ 963,024(Note 1) $ 101,261 (Note 1) - (Note 1) $ 101,261(Note 1) $ 222,633(Note 1) |
$ - - $ - $ - - - $ - $ - - - $ - $ - - $ - $ - - $ - $ - - - $ - $ - - - $ - $ - - $ - $ - - $ - $ - |
Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 |
Note 1: Amounts received before March 18, 2020.
Note 2: The amounts presented above were eliminated upon consolidation.
- 77 -
TABLE 6
STANDARD FOODS CORPORATION AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
| No. (Note 1) |
Investee Company | Counterparty | Relationship (Note 2) |
Transactions Details | Transactions Details | ||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts | Amount (Note 4) |
Payment Terms | % to Total Sales or Assets (Note 3) |
||||
| 0 | Standard Foods Corporation | Standard Dairy Products Taiwan Limited Standard Dairy Products Taiwan Limited Standard Dairy Products Taiwan Limited Standard Dairy Products Taiwan Limited Standard Dairy Products Taiwan Limited Standard Beverage Company Limited Standard Beverage Company Limited Standard Beverage Company Limited Standard Investment (China) Co., Ltd. |
a. a. a. a. a. a. a. a. a. |
Trade receivables - related parties Other receivables - related parties Sales Purchases Royalty revenue Other receivables - related parties Purchases Service revenue Sales |
$ 141,484 3,127 1,470,332 917,346 9,146 115 1,756 1,320 922 |
According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions |
0.6 - 4.7 2.9 - - - - - |
| 1 | Accession Limited | Dermalab | a. | Interest income | 627 | Interest rate 1.900% | - |
| 2 | Shanghai Standard Foods Co., Ltd. | Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. |
c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. |
Trade payables - related parties Other payables - related parties Sales Trade receivables - related parties Other receivables - related parties Financing receivables - related parties Other expenses Interest income Purchases Research and development expenses Trade payables - related parties Sales Purchases Trade receivables - related parties Other payables - related parties Interest income Sales Purchases Trade receivables - related parties Other payables - related parties Financing receivables - related parties Interest income |
161,842 40,698 1,735,989 491,530 59,364 116,299 610 42,165 397,459 8,425 5,126 23,967 16,465 8,456 618 5,029 18,297 825 6,647 6,549 451,238 6,785 |
According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions Interest rate 2.500% According to the general conditions Interest rate 2.500% According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions Interest rate 2.500% According to the general conditions According to the general conditions According to the general conditions According to the general conditions Interest rate 2.500% Interest rate 2.500% |
0.6 0.2 5.6 1.9 0.2 0.5 - 0.1 1.3 - - 0.1 0.1 - - - 0.1 - - - 1.8 - |
| 3 | Standard Investment (China) Co., Ltd. | Standard Foods (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (China) Co., Ltd. |
a. a. a. a. |
Trade receivables - related parties Other receivables - related parties Trade payables - related parties Other payables - related parties |
93 14,179 1,665,818 34,798 |
According to the general conditions According to the general conditions According to the general conditions According to the general conditions |
- 0.1 6.5 0.1 |
(Continued)
- 78 -
| No. (Note 1) |
Investee Company | Counterparty | Relationship (Note 2) |
Transactions Details | Transactions Details | ||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts | Amount (Note 4) |
Payment Terms | % to Total Sales or Assets (Note 3) |
||||
| Standard Foods (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (China) Co., Ltd. Shanghai Dermalab Corporation Shanghai Dermalab Corporation Shanghai Dermalab Corporation Shanghai Dermalab Corporation Shanghai Dermalab Corporation Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le Ben De Co., Ltd. Shanghai Le Ben De Co., Ltd. |
a. a. a. a. a. a. a. a. a. a. a. a. a. a. a. a. a. a. a. a. a. a. a. a. a. a. a. c. c. c. c. c. c. c. c. |
Sales Purchases Rental expenses Financing receivables - related parties Other revenue Interest income Other receivables - related parties Expense Advance payable Financing receivables - related parties Interest income Trade receivables - related parties Other receivables - related parties Trade payables - related parties Other payables - related parties Sales Purchases Financing receivables - related parties Other revenue Interest income Other receivables - related parties Trade payables - related parties Sales Purchases Financing receivables - related parties Advance payable Interest income Other payables - related parties Financing payables - related parties Interest expenses Other payables - related parties Financing payables - related parties Interest expenses Trade payables - related parties Purchases |
$ 537 5,160,756 97 348,188 13,835 2,660 3,617 618 3,438 79,891 2,584 28 12,284 1,099,150 13,165 659 3,589,545 238,507 11,986 15,653 1,355 542 20 8,318 85,950 2,248 2,238 66 658 19 93 597 32 1,027 3,560 |
According to the general conditions According to the general conditions According to the general conditions Interest rate 2.500% According to the general conditions Interest rate 2.500% According to the general conditions According to the general conditions According to the general conditions Interest rate 2.500% Interest rate 2.500% According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions Interest rate 2.500% According to the general conditions Interest rate 2.500% According to the general conditions According to the general conditions According to the general conditions According to the general conditions Interest rate 2.500% According to the general conditions Interest rate 2.500% According to the general conditions Interest rate 2.500% Interest rate 2.500% According to the general conditions Interest rate 2.500% Interest rate 2.500% According to the general conditions According to the general conditions |
- 16.5 - 1.4 - - - - - 0.3 - - - 4.3 0.1 - 11.5 0.9 - 0.1 - - - - 0.3 - - - - - - - - - - |
||
| 4 | Shanghai Dermalab Corporation | Dermalab Dermalab Shanghai Le Ben Tuo Co., Ltd. |
c. c. c. |
Purchases Trade payables - related parties Purchases |
56,720 7,808 7,216 |
According to the general conditions According to the general conditions According to the general conditions |
0.2 - - |
| 5 | Standard Foods (China) Co., Ltd. | Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. |
c. c. c. c. c. c. c. c. |
Sales Other expense Rental revenue Other receivables - related parties Purchases Trade payables - related parties Sales Purchases |
392 4,211 4,571 793 21 222,633 3,449 411,285 |
According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions |
- - - - - 0.9 - 1.3 |
(Continued)
- 79 -
| No. (Note 1) |
Investee Company | Counterparty | Relationship (Note 2) |
Transactions Details | Transactions Details | ||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts | Amount (Note 4) |
Payment Terms | % to Total Sales or Assets (Note 3) |
||||
| 6 | Shanghai Le Ben Tuo Co., Ltd. | Shanghai Le Ben De Co., Ltd. Shanghai Le Ben De Co., Ltd. |
c. c. |
Sales Trade receivables - related parties |
$ 3,521 1,018 |
According to the general conditions According to the general conditions |
- - |
Note 1: The parent company and its subsidiaries do business with each other. Information shall be stated separately and numbered as follows:
-
a. Parent company is 0.
-
b. Subsidiaries, sequentially numbered by Arabic numerals from 1.
Note 2: The related parties have the following three relationships:
-
a. Parent company to its subsidiaries.
-
b. Subsidiaries to its parent company.
-
c. Subsidiaries to subsidiaries.
Note 3: Amounts of balance sheet accounts are calculated as percentage of consolidated total assets; amounts of income statement accounts are calculated as percentage of consolidated total revenues.
Note 4: The amount was eliminated upon consolidation.
(Concluded)
- 80 -
TABLE 7
STANDARD FOODS CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | As of December 31, | As of December 31, | 2019 | Net Income (Loss) of the Investee |
Share of Profits (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 |
December 31, 2018 |
Shares | % | Carrying Amount |
|||||||
| Standard Foods Corporation Accession Limited Dermalab S.A. Standard Investment (Cayman) Limited |
Accession Limited Standard Investment (Cayman) Limited Standard Dairy Products Taiwan Limited Charng Hui Ltd. Domex Technology Corporation Standard Beverage Company Limited Le Bonta Wellness International Corporation Dermalab S.A. Swissderma SL Standard Corporation (Hong Kong) Limited |
Tortola, British Virgin Islands Grand Cayman, Cayman Islands Taipei, Taiwan Taipei, Taiwan Hsinchu, Taiwan Taipei, Taiwan Yilan, Taiwan Switzerland Spain Hong Kong |
Investment business Investment business Manufacture and sale of dairy products and beverages Investment business Manufacture and sale of computer peripherals and computer and information products Manufacture and sale of beverages Sale of health foods Development and sale of cosmetics Sale of cosmetics Investment business |
$ 3,936,267 4,710,865 300,853 230,000 114,116 79,072 14,350 266,587 96 4,708,566 |
$ 3,936,267 4,710,865 300,853 230,000 114,116 79,072 14,350 266,587 96 4,708,566 |
123,600,000 150,124,815 30,000,000 24,100,000 10,374,399 7,907,000 Note 4 2,600 3,000 150,050,815 |
100 100 100 100 52 100 100 100 100 100 |
$ 3,381,908 5,220,048 1,000,126 290,480 247,879 82,342 8,781 174,559 - 5,219,208 |
$ 74,585 658,622 447,084 22,157 66,347 2,350 (2,979) 7,694 - 658,817 |
$ 67,374 (Note 1) 658,622 449,425 (Note 2) 5,483 34,507 1,847 (Note 3) (2,979) |
Subsidiary (Note 5) Subsidiary (Note 5) Subsidiary (Note 5) Subsidiary (Note 5) Subsidiary (Note 5) Subsidiary (Note 5) Subsidiary (Note 5) Indirect subsidiary (Note 5) Indirect subsidiary (Note 5) Indirect subsidiary (Note 5) |
Note 1: This amount was the share of profit of the investee of $74,585 thousand minus the unrealized gain on sidestream transactions of $7,211 thousand.
Note 2: This amount was the share of profit of the investee of $447,084 thousand minus the unrealized gain on sidestream transactions of $2,341 thousand.
Note 3: This amount was the share of profit of the investee of $2,350 thousand plus the realized gain on upstream transactions of $503 thousand.
Note 4: This is a limited company with no issued shares.
Note 5: The amount was eliminated upon consolidation.
- 81 -
TABLE 8
STANDARD FOODS CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
| Investee Company | Main Businesses and Products | Paid-in Capital | Method of Investment (Note 1) |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2019 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2019 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) (Note 2) |
Carrying Amount as of December 31, 2019 |
Accumulated Repatriation of Investment Income as of December 31, 2019 |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Outward |
Inward | ||||||||||||
| Shanghai Standard Foods Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (China) Co., Ltd. Shanghai Dermalab Corporation Shanghai Le Ben Tuo Health Technology Co., Ltd. Shanghai Le Ben De Health Technology Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le Min Industrial Co., Ltd. |
Manufacture and sale of edible oil products and nutritional foods Investment and sales of edible oil products and nutritional foods Manufacture and sale of edible oil products and nutritional foods Sale of nutritional foods, cosmetics and international trading Sale of nutritional foods and international trading Sale of nutritional foods and international trading Manufacture and sale of edible oil products and nutritional foods Property management Property management |
$ 3,949,575 3,755,530 1,631,668 57,205 380,418 31,220 1,307,582 607,717 378,009 |
b. (Note 3) b. (Note 5) c. (Note 6) c. (Note 6) 1 and c. (Note 7) c. (Note 4 and 8) c. (Note 6) b. (Note 5) b. (Note 5) |
$ 3,949,575 (Note 4) 3,718,677 (Note 5) - (Note 6) - (Note 6) 181,048 (Note 7) 31,220 (Note 4) - (Note 6) 607,717 (Note 5) 378,009 (Note 5) |
$ - - - - - - - - - |
$ - - - - - - - - - |
$ 3,949,575 (Note 4) 3,718,677 (Note 5) - (Note 6) - (Note 6) 181,048 (Note 7) 31,220 (Note 4) - (Note 6) 607,717 (Note 5) 378,009 (Note 5) |
$ 69,321 689,913 162,562 (8,057) (43,680) 706 175,986 (14,666) (9,392) |
100.0 99.0 99.0 99.0 99.5 100.0 99.0 100.0 100.0 |
$ 65,798 (Note 9) 683,014 (Note 9) 149,001 (Note 9) (7,976) (Note 9) (43,466) (Note 9) 706 (Note 9) 165,369 (Note 9) (14,666) (Note 9) (9,392) (Note 9) |
$ 2,992,501 4,391,390 1,834,068 (10,779) 211,188 28,649 1,328,982 509,309 317,638 |
$ - - - - - - - - - |
Note 11 Note 11 Note 11 Note 11 Note 11 Note 11 Note 11 Note 11 Note 11 |
| Accumulated Outward Remittance for Investment in Mainland China as of |
Investment Amounts Authorized by |
Upper Limit on the Amount of Investment Stipulated by Investment |
|---|---|---|
| December 31, 2019 | Investment Commission, MOEA | Commission, MOEA |
| $8,919,525 | $8,919,525 | Unlimited amount of investment (Note 10) |
-
Note 1: The methods for engaging in investment in mainland China include the following:
-
a. Direct investment in mainland China.
-
b. Indirect investment in mainland China through companies registered in a third region. c. Other methods.
(Continued)
- 82 -
Note 2: For the investment income (loss) recognized in the current period:
-
a. There was no investment income (loss) recognized due to the investment still being in the development stage.
-
b. The investment income (loss) was determined based on the following basis:
-
1) The financial report was audited and certified by an international accounting firm in cooperation with an ROC accounting firm.
-
2) The financial statements audited by the CPA of the parent company in Taiwan.
-
3) Others.
-
-
Note 3: Accession Limited is the investor company in third region.
Note 4: There was no difference between the beginning balance and the ending balance of the accumulated amount invested from Taiwan for the year ended December 31, 2018; the investment remained at $4,034,074 thousand. Of the $4,034,074 thousand, $53,279 thousand has been retained in Accession Limited. The remaining balance of thereof, amounting to $3,980,795 thousand, was originally the outward remittance of the investment of Shanghai Standard Foods Co., Ltd. in 2015. However, as of July 2015, of the $3,980,795 thousand, $31,220 thousand was invested in Shanghai Le Ben De Health Technology Co., Ltd. by Shanghai Standard Foods Co., Ltd. In aggregate, the outward remittance of the investments of Shanghai Standard Foods Co., Ltd. and Shanghai Le Ben De Health Technology Co., Ltd. was $3,949,575 thousand and $31,220 thousand, respectively.
- Note 5: Standard Corporation (Hong Kong) Limited is the investor company in third region.
Note 6: The company in mainland China was reinvested through a company registered in mainland China, namely Standard Investment (China) Co., Ltd.
-
Note 7: The company in mainland China was invested directly by Standard Foods Corporation and was reinvested through a company registered in mainland China, namely Standard Investment (China) Co., Ltd. The amount invested directly was $181,048 thousand.
-
Note 8: This company was spun off from Shanghai Standard Foods Co., Ltd; it is the investor company in third region.
-
Note 9: Recognition of investment income (loss) was based on Note 2, b.2).
-
Note 10: The Industrial Development Bureau of the MOEA issued the proofing document of operational headquarters to the Company; the document is still valid within the audit period. Hence, according to the Investment Commission of the MOEA, there is no upper limit on the amount of investment.
Note 11: The amount was eliminated upon consolidation.
(Concluded)
- 83 -