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SFC — Annual Report 2021
Oct 6, 2021
51753_rns_2021-10-06_e3a94b18-7af0-4b11-9fb2-55be91760ec5.pdf
Annual Report
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TWSE Code: 1227 Market Observation Post System: http://mops.twse.com.tw Standard Foods Website: http://www.sfworldwide.com
Standard Foods Corporation
2020
Annual Report
Published April 30, 2021
Standard Foods Corporation
Headquarters: 5F, No. 136, Section 3, Renai Road, Taipei City, Taiwan 106 Phone: (02) 2709-2323 Website: www.sfworldwide.com
Dayuan Plant: No. 369, Section 1, Heping West Road, Xihai Village, Dayuan District, Taoyuan City, Taiwan 337 Phone: (03) 386-5130 Zhongli Plant: No. 13, Jilin Road, Zhongli City, Taoyuan City, Taiwan 320 Phone: (03) 452-5131
Spokesperson:
Name: Ter-Fung Tsao Title: Chairman E-mail: [email protected] Phone: (02) 2709-2323
Deputy Spokesperson:
Name: Jimmy Chen Title: Manager E-mail: [email protected] Phone: (02) 2709-2323
Stock Transfer Agency:
Name: Transfer Agency Department, CTBC Bank Co., Ltd. Address: 5F, No. 83, Section 1, Chongqing South Road, Zhongzheng District, Taipei City.
Website: www.chinatrust.com.tw Phone: (02) 2181-1911
Certifying CPA of Latest Financial Statement:
Name of CPAs: Tza-Li Gung and Ching-Chen Yang Firm: Deloitte Touch Tohmatsu CPA Firm Address: 12F, No. 156, Section 3, Minsheng East Road, Taipei City. Website: www.deloitte.com.tw Phone: (02) 2545-9988
GDR Trading Market:
Market: Euro MTF Market, Luxembourg Stock Exchange Website: http://www.bourse.lu
Table of Contents
Page
| One. Letter to Shareholders.................................................................................................... | 1 |
|---|---|
| Two. Company Profile............................................................................................................. | 4 |
| I. Date of incorporation .................................................................................................... | 4 |
| II. Development history .................................................................................................... | 4 |
| Three. Corporate Governance Report...................................................................................... | 9 |
| I. Organization System ...................................................................................................... | 9 |
| II. Information Regarding Directors, Supervisors, General Managers, Deputy General | |
| Managers, Assistant Managers, All Departments and Division ........................................ | 11 |
| III. Implementation of Corporate Governance ...................................................................... | 20 |
| IV. Information Regarding Audit Fee ................................................................................... | 48 |
| V. Information About Replacement of CPA ......................................................................... | 49 |
| VI. Information About Chairman, General Manager, and Financial or Accounting Manager | |
| of the Company Who Has Worked with the CPA Firm or Affiliate to Said Firm in the | |
| Most Recent Year .......................................................................................................... | 49 |
| VII. Any Transfer of Equity Interests and Pledge of or Change in Equity Interests by a | |
| Director, Supervisor, Manager, or Shareholder with a Stake of More Than 10 Percent in | |
| the Most Recent Year and up to the Date of Publication of the Annual Report .............. | 50 |
| VIII. Information About the Relationship Among the Company's 10 Largest Shareholders .... | 52 |
| IX. Shareholding Status of the Same Reinvestment Business by the Company, Directors, | |
| Supervisors, and Companies Directly or Indirectly Controlled by the Company ............ | 55 |
| Four. Fund Raising Status....................................................................................................... | 56 |
| I. Capital and shares .......................................................................................................... | 56 |
| II. Corporate bonds ............................................................................................................. | 61 |
| III. Preferred shares .............................................................................................................. | 61 |
| IV. Issuance of global depository receipts ............................................................................. | 62 |
| V. Employee stock options .................................................................................................. | 63 |
| VI. Employee Restricted Stock ............................................................................................. | 63 |
| VII. Mergers and Acquisitions, or as Assignee of New Shares Issued by Another Company | 63 |
| VIII. Implementation of Capital Allocation Plans ................................................................. | 63 |
| Five. Operational Highlights.................................................................................................. |
64 |
| I. Business Activities ........................................................................................................ |
64 |
| II. Overview of Marketing and Production & Sales ............................................................ | 66 |
| III. Information of employees in the Past 2 Years and up to the Report Printing Date........... | 75 |
| IV. Information on Environmental Protection Expenditure .................................................. | IV. Information on Environmental Protection Expenditure .................................................. | 76 |
|---|---|---|
| V. | Labor Relations ............................................................................................................ | 77 |
| VI. Major Agreements ........................................................................................................ | 82 | |
| Six. | Financial Information.................................................................................................... | 83 |
| I. | Condensed balance sheet, income statement, external auditor's name and audit opinion | 83 |
| for the most recent five years .......................................................................................... | ||
| II. | Financial analysis in the most recent five years ............................................................... | 87 |
| III. Audit Committee's Audit Report on the Financial Statement for the Most Recent Year .... | 90 | |
| IV. Consolidated Financial Statements for the Most Recent Fiscal Year ................................ | 91 | |
| V. | Individual Financial Statements for the Most Recent Fiscal Year .................................... | 171 |
| VI. If the Company or its Affiliates Experienced Financial Difficulties in the Most Recent | ||
| Year, up to the Date of the Annual Report Publication..................................................... | 253 | |
| Seven. | Review and Analysis of the Company's Financial Position and Financial | |
| Performance, and Listing of Risks................................................................................ | 254 | |
| I. | Financial position ......................................................................................................... | 254 |
| II. | Financial performance .................................................................................................. | 255 |
| III. Cash flows .................................................................................................................... | 256 | |
| IV. Impact of Major Capital Expenditure on Financial Operation in the Most Recent Year .. | 257 | |
| V. | Reinvestment Policies, Main Reasons for Its Profits/Losses, Improvement Plans in the | |
| Most Recent Year and Investment Plan for the Following Year ...................................... | 258 | |
| VI. Analysis and Evaluation of Risks in the Most Recent Year and Up to the Date of | ||
| Publication of the Annual Report .................................................................................. | 259 | |
| VII. Other Important Matters ............................................................................................... | 262 | |
| Eight. | Special Disclosures......................................................................................................... | 263 |
| I. | Information on Affiliates ............................................................................................... | 263 |
| II. | Private Placement of Securities during the Most Recent Fiscal Year and the Current | |
| Fiscal Year up to the Date of Publication of the Annual Report ...................................... | 272 | |
| III. Holding or Disposal of Shares by Subsidiaries during the Most Recent Fiscal Year and | ||
| during the Current Fiscal Year up to the Date of Publication of the Annual Report ......... | 272 | |
| IV. Other Necessary Supplements ....................................................................................... | 273 | |
| V. | Matters that materially affect shareholders' equity or the price of the Company's | |
| securities as specified in Subparagraph 2, Paragraph 3, Article 36 of the Securities | ||
| Exchange Act occurred in the most recent year and up to the date of publication of | ||
| the annual report ....................................................................................................... | 274 |
Chapter 1. Letter to Shareholders
Dear Shareholders, ladies and gentlemen,
Looking back to 2020, significant changes have been made to consumption habits and channel development under the impact of COVID-19. Thanks to long-term supports of our customers on the Company’s products together with common efforts of all our colleagues, we see sustainable growth in consolidated operating revenue, and provide more consumers with nutritious and healthy foods.
With the firm belief that "eating balanced is the key to staying healthy," we not only work nonstop to innovate and develop nutritious and healthy food products for everyone, but also pay much attention to food safety. While pursuing growth, we continue enhancing the company governance so as to maintain the customer satisfaction and confidence, and become the most reliable food company.
Looking forward to 2021, in face of new catering trend for the post-epidemic era, we still take “every family's nutrition and health partner” as the mission, and are dedicated to developing new products and maintaining high-quality products. We shoulder our corporate social responsibility seriously and aspire to help everyone enjoy a “lifetime of well-being!”. Under the joint efforts of everyone, we will provide our consumers with reassuring, nutritious and healthy products, and achieve prosperity of the Company.
The shareholders' trust and support for our operating team are highly appreciated.
We hereby outline 2020 consolidated operating results and 2021 business plan as follows:
I. Consolidated operating results of 2020
- Overview of consolidated operating revenue and profits
Unit: NT$1,000
| Item | 2020 | % | 2019 | % | +/- % |
|---|---|---|---|---|---|
| Operatingrevenue | 34,466,244 | 100 | 31,266,232 | 100 | 10.2 |
| Operatingcosts | 24,856,790 | 72 | 21,635,219 | 69 | 14.9 |
| Grossprofit | 9,609,454 | 28 | 9,631,013 | 31 | -0.2 |
| Operatingincome | 4,044,179 | 12 | 4,423,873 | 14 | -8.6 |
| Profit before income tax | 4,288,711 | 13 | 4,548,534 | 14 | -5.7 |
| Netprofit for theyear | 3,255,830 | 10 | 3,454,836 | 11 | -5.8 |
| Total comprehensive income | 3,496,181 | 10 | 3,198,647 | 10 | 9.3 |
In 2020, the consolidated operating revenue of Standard Foods was NT$ 34.46 billion, with a year-on-year increase of 10.2%, equivalent to NT$ 3.2 billion. The operating revenue of individual company in 2020 amounted to NT$13.18 billion, with a year-on-year increase of 0.3%, equivalent to NT$ 44 million.
In 2020, the total comprehensive income was NT$ 3.4 billion, with a year-on-year increase of 9.3%, equivalent to NT$ 297 million. The total comprehensive income attributable to the owners of the Company amounted to NT$ 3.49 billion, with a year-on-year increase of 8.6%, equivalent to NT$ 271 million.
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2. Research and development
With the purpose of providing consumers with delicious and convenient high-quality products to care for the nutritional health, Standard Foods invested NT$ 166 million for research and development in 2020. Built on the solid foundation of science and innovation, our R&D team continually works on product and packaging upgrades, improvements, and new formulation to develop more effective and convenient products for customers.
II. Summary of 2021 Business Plan and Future Development Strategies
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Business directions
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(1) In the post-epidemic era, people pay close attention to the health function of the food and the demand for nutritious and healthy products is increasing regardless of age. We constantly collect market data and listen to consumers' opinions/feedback, adopt cutting-edge science and technology to develop more convenient and diversified products that can safely meet the nutritional and health needs of every family member and strengthen brand value.
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(2) Implement traceability management and product transparency, strictly control quality and advance technology. By adhere to the principles of "no preservatives" to ensure minimal burden on health, we promise to deliver products of the highest quality, finest taste and safest to healthy, as every bite is taken by a consumer we cherish as “family”.
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(3) Develop a systematic plan for talent development, foster talents to grow diversely, deepen professional capabilities and interdisciplinary flexibility, activate internal organizations and increase the flexibility and elasticity of organization for operations.
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Expected sales volume and important production and sales policies
The combined sales volume in 2021 is expected to be 466,553 tons, and based on this estimation, the focuses of future production and sales policies are as follows:
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(1) Production
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Follow the Group’s future development strategies and goals, and enhance various capital expenditures and operational process to ensure the production efficiency and producing products that meet the nutritional and health needs of everyone.
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Choose proper suppliers and strengthen cooperation with upstream suppliers and downstream distributors, uphold the consumer-oriented policy, and implement the traceability management and quality policies to ramp up the supply chain efficiency.
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Abide by quality specifications and sustainable environmental development, stringent quality controls with every production process closely monitored to ensure product delivered with safest to health.
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(2) Sales
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Grasp the market consumption trend and listen to customers’ opinions/feedback attentively. With the firm belief of "eating balanced is the key to staying healthy", we integrate natural nutrition into each product and extend the product offerings into health supplements and adult special nutrition to meet everyone’s daily dietary needs. With these, we hope to become "every family's nutrition and health partner".
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Provide the insight of targeted consumer’s demands through multimedia, implement innovative and flexible marketing strategies, and establish close cooperation with the distributors to strengthen the product exposure and penetration, and increase the market share.
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Enable the consumers to obtain product-related information more easily and experience faster and friendly shopping through the official account of communication software and SFG Healthy Go e-Mall.
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III. Impact of External Competition, the Legal Environment and Overall Business Environment
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External competitive environment
In respond to the ever-changing domestic and international conditions, the development and renovation of social media marketing and omni-channel commerce, the company is required to maintain an advantage in a highly competitive environment and imperatively master the consumer demand for health care and characteristics of the distribution channels. In addition to adhering to the original intention and strict inspection and production of various products with the highest standards, Standard Foods researches and develops techniques through professional and innovative technology, continues understanding the real needs of the consumers to develop nutritious and healthy products that ensure “your every bite is safe”.
- Regulatory environment
The mission of Standard Foods is to become every family's nutrition and health partner. "Safe food" is our commitment to customers. With increasing complete food safety and sanitation regulations, we continue improving the food safety monitoring plan on top of complying with the food safety laws and regulations of the government. Besides, we firmly acknowledge the importance of environmental protection. Not only do we comply fully with all environmental regulations, we actively seek ways to conserve energy, recycle water resources, and prevent pollution. Our aim is to continuously reduce our production footprints on the environment through nonstop improvements on the "clean efficiency" of our daily operations.
3. Overall business environment
Changes of the environment, the uncertainty in the coronavirus pandemic, and the shortterm difficulty of container shipping storage have a considerable impact on bulk materials, raw materials and freight costs. Looking ahead, Standard Foods always adheres to the philosophy of sustainability despite of the unpredictable changes in the political and economic situation. We are dedicated to producing products that can safely meet the nutritional and health needs of every family member. While undertaking the social responsibility, we also ramp up company operation with a broader and more diverse product portfolio that effectively reaches today’s younger generation and fits the international markets. Here at Standard Foods, we aspire to help everyone enjoy "a lifetime of wellbeing!"
Chairman: Ter-Fung Tsao
President: Arthur Tsao
Accounting Manager: Thomas Huang
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Chapter 2. Company Profile
- I. Date of Incorporation: June 6, 1986
II. Company History
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1986 Standard Foods Taiwan Ltd. was invested and established by Standard International Foods Corp. The paid-in capital was NT$4,788,300.
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Quaker Products Taiwan Ltd. invested in Standard Foods Taiwan Ltd., the paid-in capital increased to NT$4,788,400.
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Standard Foods acquired the assets of Quaker Products Taiwan Ltd. and was granted its business license on August 8 to continue to manufacture and sell Quaker’s White Oats and Baby Cereal.
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Increased the paid-in capital to NT$15,000,000 by cash capitalization of NT$10,211,600.
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1987 Quaker Products Taiwan Ltd. transferred all its shares in the Company to Quaker Oats Company.
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Expansion of Ta Yuan plant facilities at an expense of over NT$15 million.
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1988 Increased the paid-in capital to NT$45,000,000 with retained earnings of NT$30,000,000 for expanding facilities and acquiring manufacturing equipment.
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1990 Acquired land in Wugu Industrial Zone for an amount over NT$120 million. Grand opening of the first Pizza Inn Restaurant in Taiwan.
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Increased the paid-in capital to NT$162,000,000 with retained earnings of NT$117,000,000. Par value of each share split from NT$100 to NT$10.
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Securities and Exchange Commission authorized the Company as a public company.
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1991 Expansion of Ta Yuan shipping warehouse at an expense of over NT$21 million.
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Increased the paid-in capital to NT$194,400,000 with retained earnings of NT$32,400,000.
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1992 Increased the paid-in capital to NT$307,152,000 with retained earnings of NT$64,152,000 and cash capitalization of NT$48,600,000.
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1993 Invested in Standard Foods Singapore Pte Ltd. of US$2.32 million to re-invest an amount of US$2.25 million in Suzhou Standard Foods Co. to manufacture cereal products.
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Increased the paid-in capital to NT$430,012,800 with retained earnings of NT$122,860,800.
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Invested $79,999 thousand in Standard Friendship Taiwan Ltd. for 99.99% shareholdings.
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Food and beverages operations transferred to Standard Friendship Taiwan Ltd. for professional management.
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1994 Increased the paid-in capital to NT$602,017,920 with retained earnings of NT$172,005,120.
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The Company became a listed company in the Taiwan Stock Exchange on April 9.
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1995 Increased the paid-in capital to NT$848,338,570 with retained earnings of NT$246,320,650.
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Wired US$8.5 million, to repurchase the 51% equity interest of Standard Foods Singapore Pte Ltd. held by Quaker Oats Company for US$3.8 million and increased the investment in China by US$4.7 million.
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1996 Increased the paid-in capital to NT$1,191,168,430 with retained earnings of NT$342,829,860.
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1997 Increased the paid-in capital to NT$1,672,052,910 with retained earnings of NT$480,884,480.
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As resolved in the shareholders' meeting, Standard Friendship ceased its operations and sold its operational assets in December 1996.
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Invested in Charng-Li Investment Ltd. with an amount of NT$289,994 thousand for a shareholding of 99.9% to run investment business.
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In June 1997, Mr. Ter-Fung Tsao (Chairman of the Company) and Ms. H.D. Mon (major shareholder of the Company) used part of their equity interest in the Company to issue 3,000,000 Global Depositary Receipts ("GDRs") in Asia, Europe, and the United States; each unit represents 5 common shares of the Company.
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1998 Increased the paid-in capital to NT$2,094,702,360 with retained earnings of NT$422,649,450.
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Invested in Standard Beverage Ltd. with an amount of NT$99,999 thousand for a shareholding of 99.9% to produce bottled water.
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Increased investment in China by US$5 million.
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1999 Increased the paid-in capital to NT$2,623,606,510 with retained earnings of NT$528,904,150.
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Invested NT$328 million to establish Standard Dairy Products Taiwan Ltd. for the production of yogurt with 75% shareholding acquired. The products are included in the “Yoplait” brand.
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Acquired the factory, machinery and trademark of Fresh Dairy with NT$350 million to launch Fresh Delight series products.
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2000 Increased the paid-in capital to NT$3,022,645,060 with retained earnings of NT$399,038,550.
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Invested additional NT$108 million in Standard Dairy Products Taiwan Ltd. with 99% shareholding acquired in total.
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Increased the equity of Domex Technology Corporation to 49% by NT$214 million.
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Disposed of 900,000 shares of Standard Beverage Ltd. The equity interest decreased to 91%.
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Invested 100% equity in Accession Limited, based on BVI, with US$2 million. Then increased the equity by transferring assets as capital contribution and by cash total up to US$11.9 million.
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2001 Charng-Li Investment Ltd., our wholly-owned company, was renamed as Charng Hui Ltd.
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Automated storage was completed.
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Accession Limited invested in Shanghai Standard Foods Co. to sell cereal products.
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Increased the paid-in capital to NT$3,209,184,420 with retained earnings of NT$186,539,360.
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Invested 56% equity in Renewable Resource Technology (Cayman) Co., Ltd. with US$2.8 million with the goal of re-investing in Hunan Standard Foods Biotechnology Co., Ltd. with US$3.4 million to manufacture fermented organism products.
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2002 Accession Limited increased the paid-in capital to US$20,344,080 with US$5 million cash injection and US$1.42 million retained earnings.
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Accession Limited acquired the equity of Suzhou Standard Foods Co. from Standard Foods Singapore Pte Ltd. and Standard Foods Singapore Pte Ltd. went into liquidation.
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Changed the Company’s name from “Standard Foods Taiwan Ltd.” to “Standard Foods Corporation”.
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| 2003 | Shanghai Standard Foods Co., merged with Suzhou Standard Foods Co., Shanghai |
|---|---|
| Standard Foods Co., is the continuing company. Suzhou Standard Foods Co., | |
| became a branch company of Shanghai Standard Foods Co. | |
| Invested in Accession Limited by US$2.2 million. | |
| Charng Hui Ltd., our wholly-owned, decreased the paid-in capital to NT$194 million | |
| by NT$96 million. | |
| 2004 | Liquidation of Singapore Standard Foods was completed. |
| Accession Limited increased the paid-in capital to US$37,344,080 with US$14.8 | |
| million cash injection. Accession Limited decreased the paid-in capital to | |
| US$33,100,000 by US$4,244,080 in October 2004. | |
| 2005 | Accession Limited increased the paid-in capital to US$38,100,000 with |
| US$5,000,000 cash injection. | |
| Increased the equity of Standard Dairy Products Taiwan Ltd. from 99.9% to 100%. | |
| 2006 | Changed the fiscal year to calendar year on January 1. |
| SAP ERP system officially online. | |
| Charng Hui Ltd., our wholly-owned, decreased the paid-in capital to NT$150 million | |
| by NT$44 million. | |
| 2007 | Accession Limited increased the paid-in capital to US$43,100,000 with |
| US$5,000,000 cash injection. | |
| 2008 | Signed a distribution agreement with Fonterra Brands (Far East) Limited (Hong |
| Kong). | |
| Accession Limited increased the paid-in capital to US$50,600,000 with | |
| US$7,500,000 cash injection. | |
| 2009 | Accession Limited increased the paid-in capital to US$73,600,000 with |
| US$23,000,000 cash injection. | |
| Increased the paid-in capital to NT$3,225,230,340 with retained earnings of | |
| NT$16,045,920. | |
| 2010 | The Company's tangible stock shares are converted to intangible stock shares. |
| Accession Limited increased the paid-in capital to US$123,600,000 with | |
| US$50,000,000 cash injection. | |
| Increased the paid-in capital to NT$3,709,014,890 with retained earnings of | |
| NT$483,784,550. | |
| 2011 | The Company invested in and established Standard Investment (Cayman) Limited, |
| which reinvested in and established Standard Corporation (Hong Kong) Limited. | |
| Standard Corporation (Hong Kong) Limited invested in and established Standard | |
| Investment (China) Limited. | |
| Standard Investment (China) Limited made reinvestment to set up Standard Food | |
| (China) Limited. | |
| Increased the paid-in capital to NT$4,636,268,610 with retained earnings of | |
| NT$927,253,720. | |
| 2012 | Increased the paid-in capital to NT$5,748,973,070 with retained earnings of |
| NT$1,112,704,460. | |
| Made a cash injection of US$ 30,010,000 to Standard Investment (Cayman) | |
| Limited. Total paid-in capital of the Company increased to US$ 30,010,000. | |
| 2013 | Increased the paid-in capital to NT$6,611,319,030 with retained earnings of |
| NT$862,345,960. |
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| Made a cash injection of US$ 15,035,000 to Standard Investment (Cayman) | |
|---|---|
| Limited. Total paid-in capital of the Company increased to US$ 45,045,000. | |
| An increase in cash capital of NT$380,000,000 was invested in Charng Hui Ltd. for | |
| a total investment of NT$541,000,000. | |
| 2014 | Increased the paid-in capital to NT$7,206,337,740 with retained earnings of |
| NT$595,018,710. | |
| Increased shareholding of Standard Beverage Ltd. from 97.1% to 100%. | |
| Increased the paid-in capital of Standard Investment (Cayman) Limited to | |
| US$66,396,296 with retained earnings of RMB131,211,500 (equivalent to | |
| US$21,351,296). | |
| Established Shanghai Dermalab Corporation with re-investments through Standard | |
| Investment (China) Ltd. | |
| Established Le Bonta Wellness Co., Ltd. with re-investments through Standard | |
| Investment (China) Ltd. | |
| 2015 | Transferred capital surplus at NT$720,633,770 to capital to increase paid-in capital |
| to NT$7,926,971,510. | |
| Increased capital to US$22,899,457 to Standard Investment (Cayman) Limited to | |
| increase paid-in capital to US$89,295,753. Standard Investment (Cayman) Limited | |
| then reinvested in Standard Foods (Xiamen) Co., Ltd. and Shanghai Dermalab | |
| Corporation through Standard Foods (Hong Kong) Ltd. and Standard Investment | |
| (China) Ltd. | |
| Shanghai Standard Foods Co. established Shanghai Le Ben De Health Technology | |
| Co., Ltd. through asset partitioning at US$1,000,000. | |
| Accession Limited acquired 80% shares of Dermalab S.A | |
| Le Bonta Wellness Co., Ltd. acquired Beijing Yisheng Tong Kang Biotechnology | |
| Co., Ltd. via cash merger. | |
| 2016 | Transferred capital surplus NT$871,966,860 to capital to increase paid-in capital to |
| NT$8,798,938,370. | |
| Increased capital US$45,040,101 to Standard Investment (Cayman) Limited to | |
| increase paid-in capital to US$134,335,854. Standard Investment (Cayman) | |
| Limited established Shanghai Le Ho Industrial Co., Ltd. and Shanghai Le Min | |
| Industrial Co., Ltd. with re-investments through Standard Foods (Hong Kong) | |
| Limited. | |
| Acquired 100% share equity of Le Bonta Wellness International Co. | |
| 2017 | Capitalization of undistributed earnings into new shares amounting to |
| NT$351,957,540. The paid-in capital amounted to NT$9,150,895,910 after the | |
| capitalization | |
| The Company’s Chairman and President, Mr. Ter-Fung Tsao, resigned from the | |
| position of the Company’s President on May 1, and Vice President of the Company, | |
| Yao Steven Yih-Chun, took over the office. | |
| The Company established the position of Chief Executive Officer on May 5, assumed | |
| by the Chairman, Ter-Fung Tsao | |
| Lebonata Health Technology (Shanghai) Limited increased its capital in cash | |
| amounting to RMB40,900,000, which made the paid-in capital of the company | |
| amounting to RMB80,100,000 | |
| Standard Investment (Cayman) Limited and Standard Foods (Hong Kong) increased | |
| capita in cash amounting to USD15,724,960, which made the paid-in capital | |
| amounting to USD 150,060,815 and USD 150,012,815, respectively. |
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2018 Accession Limited acquired 20% of the share equity of Dermalab S.A..
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Disposed of the Company’s land in Wugu Industrial Zone in May. The total trading value was NT$508,620 thousand, and the gains from the disposition were NT$304,600 thousand.
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Increased capital by US$64,000 to Standard Investment (Cayman) Limited and US$38,000 to Standards Foods (Hong Kong) to increase said companies’ paid-in capital to US$150,124,815 and US$150,050,815 respectively.
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2019 Mr. Arthur Tsao, the General Manager of Standard Foods China, is the Chief Executive Officer of the company since March 22[nd] .
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The post of Corporate Governance Officer was established from March 22[nd] .
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2020 Since April 1, CEO Arthur Tsao, served concurrently as the general manager.
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2021 The board approved the resolution on the sole distribution agreement with Taiwan Branch of Hong Kong Fonterra Brands (Far East) Limited on March 22, and in accordance with the mutual consent, the agreement would not be renewed after it expired on April 27, 2021.
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Data deadline: April 30, 2021
Chapter 3. Corporate Governance Report
I. Organization System (I) Company Organizational Structure
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(II) Operations of Major Departments
| Major Departments | Functions |
|---|---|
| Audit Committee | Oversee the company and ensure that the power granted by Company Act, Securities and Exchange Act, and other related laws and regulations are effectively exercised. |
| Remuneration Committee |
Assist the Board of Directors to review managers’ compensations to strengthen the Company's governance capabilities. |
| Auditing Office | Carry out the internal audit of the company, and provide the audit results to the management and assess corporate risks. |
| General Manager (President) Office |
Assist the General Manager to comprehensively manage the execution and coordination of the company's overarching business, set operating goals and arrange and supervise various departments to handle the business. |
| R&D Division | Responsible for R&D of new products and technologies, product quality improvement research, cost reduction research, new product business evaluation, health certification application, etc. |
| Marketing Division | Responsible for the planning and implementing of the Company’s future products, brand marketing strategy, advertising planning, consumer services, etc. in accordance with the Company’s strategy. |
| Sales Division | Responsible for annual customer operation plan, planning and implementation of channel sales activity, dealer management, etc. |
| Quality Assurance Division |
Responsible for production system management and control, inspection and analysis, quality system management and control, etc. |
| Purchasing Division | Responsible for the procurement of domestic and foreign raw materials and packaging materials, and the management of outsourcing manufacturers. |
| Engineering Division | Responsible for the planning and implementation of new engineering of production equipment, procurement of production equipment, outsourcing and maintenance, new processes and process changes and improvements, etc. |
| Factory Affair Division |
Responsible for product manufacturing and packaging, supply planning and implementation, inventory management, storage and transportation, factory labor safety and health management matters, etc. |
| Human Resources Division |
Responsible for recruitment, appointment, training, compensation benefits and other related operations. |
| Finance & Accounting Division |
Responsible for bookkeeping and transaction accounting reconciliation, tax affairs, cost calculation, budget management, investment and business analysis, finance, stock affairs, reinvestment company accounting, and accounting information provision, etc. |
| Information Systems Division |
Responsible for the planning, management and maintenance of information and network systems. |
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II. Information Regarding Directors, Supervisors, General Managers, Deputy General Managers, Assistant Managers, All Departments and Divisions
(I) Directors and supervisors
| 1.Informationon | 1.Informationon | Directorsas of April 13, | Directorsas of April 13, | Directorsas of April 13, | Directorsas of April 13, | 2021 | 2021 | Unit: pershare;NT$1000 | Unit: pershare;NT$1000 | Unit: pershare;NT$1000 | Unit: pershare;NT$1000 | Unit: pershare;NT$1000 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality/Place of Registration |
Name |
Gender | Date Elected | Term | Date First Elected |
Shareholding When Elected |
Current Shareholding | Current shareholding of the Representative |
Spouse & Minor Shareholding |
Shareholding by Nominees |
Major Experience (Education) |
Other Position Concurrently Held at the Company and Other Companies |
Executives, Directors or Supervisors who Are Spouses or within the Second Degree of Kinship |
Remarks |
|||||||
| Shares | Share- holding ratio% |
Shares | Share- holding ratio% |
Shares | Share- holding ratio% |
Shares | Share- holding ratio% |
Shares | Share- holding ratio% |
Title | Name | Nature of Relationships |
||||||||||
| Chairman | R.O.C. | Mu Te Investment Co., Ltd. Representative: Ter-Fung Tsao |
Male | 2019.06.13 |
Three years |
2016.06.15 |
22,650,057 | 2.48 | 22,650,057 | 2.48 | 40,848,203 | 4.46 | 0 | 0 | 22,651,211 | 2.48 | Ph.D. of University of Colorado R & D Director of Quaker Oats Co., Ltd. Factory Director of Taiwan Quaker (Co., Ltd.) General Manager of Taiwan Quaker (Co., Ltd.) General Manager of Standard Foods (Co., Ltd.) |
Chairman of the Company Chairman of Standard Dairy Products Taiwan Ltd. Chairman of Domex Technology Corporation Chairman of Standard Beverage Company Ltd. Chairman of Charng Hui Corporation Ltd. Director of Accession Ltd. Institutional Directors’ Representative of Polytronics Technology Corporation Director of Green Wall Enterprise Co., Ltd. Independent Director of PlexBio Co., Ltd. Supervisor of Crosslink Semiconductor, Inc. Director of Standard Investment (Cayman) Ltd. Director of Standard Corp (HK) Ltd. Director of Standard Investment (China) Ltd. Chairman, Mu Te Investment Co., Ltd. Director, Chia Yun Investment Co., Ltd. Director,Chia Chieh Investment Co.,Ltd |
Directors | Wendy Tsao |
Sibling | |
| Arthur Tsao |
Son | |||||||||||||||||||||
| Directors | R.O.C. | Mu Te Investment Co., Ltd. Representative: Jason Hsuan |
Male | 0 | 0.00 | 0 | 0 | 0 | 0 | Ph.D. in Systems Engineering, College of Science and Engineering of New York University |
Chairman and Chief Executive Officer of TPV Technology Limited Independent Director of Array Inc. Chairman of Shanghai Standard Foods Co. Chairman of Standard Investment (China) Ltd. Chairman of Standard Foods (China) Ltd. Chairman of Standard Foods (Xiamen) Co., Ltd. Chairman of Le Bonta Wellness Co.,Ltd. |
None | None | None | ||||||||
| Directors | R.O.C. | Mu Te Investment Co., Ltd. Representative: Wendy Tsao |
Female | 4,949,915 | 0.54 | 0 | 0 | 0 | 0 | Soochow University | Chairman of Green Wall Enterprise Co., Ltd. Chairman of Crosslink Semiconductor, Inc. Chairman of SPARKLE Inc. |
Chairman | Ter- Fung Tsao |
Sibling |
11
| Title | Nationality/Place of Registration |
Nationality/Place of Registration |
Name |
Gender | Date Elected | Term | Date First Elected |
Shareholding When Elected |
Shareholding When Elected |
Current Shareholding | Current Shareholding | Current shareholding of the Representative |
Current shareholding of the Representative |
Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominees |
Shareholding by Nominees |
Major Experience (Education) |
Other Position Concurrently Held at the Company and Other Companies |
Executives, Directors or Supervisors who Are Spouses or within the Second Degree of Kinship |
Executives, Directors or Supervisors who Are Spouses or within the Second Degree of Kinship |
Executives, Directors or Supervisors who Are Spouses or within the Second Degree of Kinship |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Share- holding ratio% |
Shares | Share- holding ratio% |
Shares | Share- holding ratio% |
Shares | Share- holding ratio% |
Shares | Share- holding ratio% |
Title | Name | Nature of Relationships |
|||||||||||
| Directors | R.O.C. | Charng Hui Ltd. Representative: Arthur Tsao |
Male | 2019.06.13 | Three years |
2016.06.15 |
6,669,471 | 0.73 | 6,669,471 | 0.73 | 0 | 0.00 | 0 | 0 | 0 | 0 | Master of Business Administration (MBA) of Stanford University, U.S. |
CEO & General Manager of the Company Director & General Manager of Standard Investment (China) Co., Ltd. Director & General Manager of Shanghai Standard Foods Co. Director & General Manager of Standard Foods (China) Co., Ltd. Director & General Manager of Standard Foods (Xiamen) Co., Ltd. Vice-Chairman of Shanghai Le Bonta Wellness Co., Ltd. Chairman of Shanghai Le Ben De Health Technology Co., Ltd. Chairman of Shanghai Dermalab Corporation Chairman of Shanghai Le Ho Industrial Co., Ltd. Chairman of Shanghai Le Min Industrial Co.,Ltd. |
Chairman | Ter- Fung Tsao |
Father | ||
| Independent Director | R.O.C. | Ben Chang | Male | 2019.06.13 | Three years |
2016.06.15 |
0 |
0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0 | 0 | 0 | Master of Statistical Institute of National Chengchi University (NCCU) |
Institutional Directors’ Representative of Polytronics Technology Corporation Independent director of Pegatron Corporation |
None | None | None | ||
| Independent Director | R.O.C. | George Chou | Male | 2019.06.13 | Three years |
2016.06.15 |
0 |
0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0 | 0 | 0 | Master of Mathematics of Colorado State University |
Independent Director of Yulong Motor (Co., Ltd.) Independent Director of Yulong Finance Corporation (Co., Ltd.) Independent Director of Fubon Life Insurance (Co., Ltd.) Director of Kiwi Technology Co., Ltd. |
None | None | None | ||
Independent Director |
R.O.C. | Daniel Chiang | Male | 2019.06.13 | Three years |
2016.06.15 |
0 |
0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0 | 0 | 0 | Master of Political Economy of University of Texas General Manager of Trend Micro CEO of Huayuan Information Website Chairman of Sina. com |
Chairman of Purestone Capital Group Independent Director of TPK Holding Co., Ltd |
None | None | None | ||
| 2. Major shareholders of institutional shareholders Name of Institutional Shareholder Major Shareholder Mu Te Investment Co.,Ltd. Ter-FungTsao CharngHui Ltd. Standard Foods Corporation |
|||||||||||||||||||||||
| Name of Institutional Shareholder |
Major Shareholder | Shareholding ratio % | |||||||||||||||||||||
| Mu Te Investment Co.,Ltd. | Ter-FungTsao | 71.25 | |||||||||||||||||||||
| CharngHui Ltd. | Standard Foods Corporation | 100.00 |
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3. Major Shareholders of Institutional Shareholders with Corporations as Their Major Shareholders:
| Apr 13,2021 | ||
|---|---|---|
| Name of Institutional Shareholder |
Major Shareholder | Shareholding ratio % |
| Standard Foods Corporation | Mu Te Investment Co., Ltd. Trust Property Account |
17.16 |
| Chia Yun Investment Co., Ltd. Trust Property Account |
14.55 | |
| Chia Chieh Investment Co., Ltd. Trust Property Account |
11.86 | |
| Nan Shan Life Insurance Company,Ltd. | 5.08 | |
| Ter-FungTsao | 4.46 | |
| Bright Investment CompanyLtd. | 3.61 | |
| Mu Te Investment Co.,Ltd. | 2.48 | |
| Lin Junyao | 1.33 | |
| Fubon Life Insurance Co.,Ltd. | 1.17 | |
| Dedicated investment account of Norges Bank in custodyofCitiBank(Taiwan) |
0.79 |
4. Independence data of directors and supervisors
Apr 13, 2021
| Apr 13,2021 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Qualification Name |
Meets one of the following professional qualifications, with at least five years of work experience |
Independence | Criteria (Note | 1) | Number of Other Public Companies where the Individual Concurrently Serves as an Independent Director |
|||||||||||
Currently serving as an instructor or higher post in a private or public college or university in the field of business, law, finance, accounting, or the business sector of the company |
Currently serving as a judge, prosecutor, lawyer, accountant, or other professional practice or technician that must undergo national examinations and specialized license |
Work experience necessary for business administration, legal affairs, finance, accounting, or business sector of the company |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | ||
| Mu Te Investment Co., Ltd. Representative: Ter-Fung Tsao |
V | V | V | V | 1 | |||||||||||
| Mu Te Investment Co., Ltd. Representative: Jason Hsuan |
V | V | V | V | V | V | V | V | V | V | 1 | |||||
| Mu Te Investment Co., Ltd. Representative: Wendy Tsao |
V | V | V | V | V | V | V | V | 0 |
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| Charng Hui Ltd. Representative: Arthur Tsao |
V | V | V | V | V | V | V | 0 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ben Chang | V | V | V | V | V | V | V | V | V | V | V | V | V | 1 | ||
| George Chou | V | V | V | V | V | V | V | V | V | V | V | V | V | 3 | ||
| Daniel Chiang | V | V | V | V | V | V | V | V | V | V | V | V | V | 1 |
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Note 1: Please draw “ V” in the blank space below various condition codes if the directors meet the following conditions during the two years prior to the nomination and during the term of office.
-
(1) Not an employee of the Company or any of its affiliates.
-
(2) Not a director or supervisor of affiliated companies (not applicable in cases where the person is an independent director of the parent company or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).
-
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or is ranked in the top 10 in shareholdings.
-
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer as stated in (1) or any of the persons mentioned in (2) and (3).
-
(5) Not a director, supervisor or employee of a corporate shareholder who directly holds more than 5% of the total number of issued shares of the company or is ranked top 5 in holdings or is a legal person shareholder who is a director or supervisor of the company per Paragraph 1 or 2 of Article 27 of the Company Act (this does not apply in cases where the person is an independent director of the company, its parent or subsidiary, or a subsidiary of the same parent company established in pursuant to this law or local laws).
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(6) Not directors, supervisors or employees of other companies controlled by the same person holding a majority of the company's director seats or voting shares of the company. (However, this restriction shall not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent).
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(7) Not directors (governors), supervisors or employees of other companies or institutions who are the same person or spouse as the chairperson, general manager or person holding an equivalent position of the company. (However, this restriction shall not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a company and its parent or subsidiary or a subsidiary of the same parent).
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(8) Not any director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company(for a particular company or institution holds more than 20%, but not exceed 50%, of the company's issued shares, and the independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent, shall not be restricted by this provision.)
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(9) Not a professional individual who, or an owner, partner, director, supervisor, or managerial officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation not to the company or any affiliate of the company, nor a spouse thereof and the cumulative amount of remuneration obtained in the last two years did not exceed NT$ 500,000; However, members of the special committee on remuneration, public acquisition review, or merger and acquisition who perform their functions and powers in accordance with the provisions of the Securities and Exchange Act or Business Mergers and Acquisitions Act and other relevant regulations shall not be subject to this provision.
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(10) Not a spouse or a relative within the second degree of kinship to any other director of the Company.
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(11) Not under any of the categories stated in Article 30 of the Company Act.
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(12) Not a governmental or judicial person or a representative thereof as defined in Article 27 of the Company Act.
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Apr 13, 2021
(II) President, Vice Presidents, Associate Managers, and Supervisors of All the Company's Divisions and Branch Units
| Title | Nationality/Place of Registration |
Name | Gender | Date Elected |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominees |
Shareholding by Nominees |
Major Experience (Education) | Other Position Concurrently Held at Other Companies | Managerial Officer who Are Spouses or within the Second Degree of Kinship |
Managerial Officer who Are Spouses or within the Second Degree of Kinship |
Managerial Officer who Are Spouses or within the Second Degree of Kinship |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % of Shareholding |
Shares | % of Shareholding |
Shares | % of Shareholding |
Title | Name | Nature of Relationships |
||||||||
| CEO | R.O.C. | Arthur Tsao | Male | 2019.03.22 2020.04.01 |
6,669,471 | 0.73 |
- | - | - | - | Master of Business Administration (MBA) of Stanford University, U.S. |
Director & General Manager of Standard Investment (China) Co., Ltd. Director & General Manager of Shanghai Standard Foods Co. Director & General Manager of Standard Foods (China) Co., Ltd. Director & General Manager of Standard Foods (Xiamen) Co., Ltd. Vice-Chairman of Shanghai Le Bonta Wellness Co., Ltd. Chairman of Shanghai Le Ben De Health Technology Co., Ltd. Chairman of Shanghai Dermalab Corporation Chairman of Shanghai Le Ho Industrial Co., Ltd. Chairman of Shanghai Le Min Industrial Co., Ltd. |
Chairman | Ter-Fung Tsao | father and son | Note 1 |
| General Manager |
||||||||||||||||
| Chief Investment Officer |
USA | Yao Steven Yih Chun |
Male | 2020.04.01 | 20,000 | - | - | - | - | - | Master of Northwestern University Lawyer of the US Bluefield Ventures, the partner Dubuglo, the partner California Pacific Bank,VP Assistant Manager of Standard Foods supply chain General Manager of Standard Foods Co., Ltd. General Manager of Standard Dairy Products Taiwan Limited |
Director of Le Bonta Wellness International Co. Dermalab S.A., the director Legal director representative of Domex Technology Corporation Legal director representative of Geneferm Biotechnology |
None |
None | None | Note 1 |
| Financial Officer |
R.O.C. | Lynn Lee | Female | 2021.02.28 | - | - | - | - | - | - | Master of Business Administration of City, University of London Director of Finance of the Nielsen Company Taiwan Ltd. |
None | None | None | None | - |
Note 1: As of April 1, 2020, General Manager was acted by Chief Executive Officer Arthur Tsao and Yao Steven Yih Chun was transferred to Chief Investment Officer.
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(III) Remuneration Paid to the Directors, Supervisors, General Manager and Deputy General Managers
1. Remuneration of general directors and independent directors
| 1. | 1. | Remuneration of general directors and independent directors | Remuneration of general directors and independent directors | Remuneration of general directors and independent directors | Remuneration of general directors and independent directors | Remuneration of general directors and independent directors | Remuneration of general directors and independent directors | Remuneration of general directors and independent directors | Remuneration of general directors and independent directors | Remuneration of general directors and independent directors | Remuneration of general directors and independent directors | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unit: NT$1,000 | ||||||||||||||||||||||
| Title | Name | Remuneration Paid to Directors | Ratio of total amount of A, B, C and D to after-tax net income (%) (Note 1) |
Relevant Remuneration Received by Directors | who Are Also Employees | Ratio of total amount of A, B, C, D, E, F and G to after- tax net income (%) (Note 1) |
Compensation Paid to Supervisors from an Invested Company Other than the Company's Subsidiary |
|||||||||||||||
| Remuneration (A) |
Severance Pay and Pension (B) |
Remuneration of directors (C) |
Business Execution Expenses (D) |
Salary, bonus and special expenses etc. (E) |
Severance Pay and Pension (F) |
Compensation of employees (G) |
The Company |
All Companies in Consolidated Financial Statements |
||||||||||||||
| The Company | All Companies in Consolidated Financial Statements |
The Company | All Companies in Consolidated Financial Statements |
The Company | All Companies in Consolidated Financial Statements |
The Company | All Companies in Consolidated Financial Statements |
The Company | All Companies in Consolidated Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
The Company | All Companies in Consolidated Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
|||||||
| Cash | Stock | Cash | Stock | |||||||||||||||||||
| Chairman | Representative of Mu Te Investment Co., Ltd.: Ter-FungTsao |
- |
- | - | - | 3,185 | 3,185 | 60 | 60 | 0.10 | 0.10 |
7,680 | 7,680 | 126 | 126 | - | - | - | - | 0.34 | 0.34 | None |
| Directors | Representative of Mu Te Investment Co., Ltd.: Jason Hsuan |
- |
- | - | - | 3,130 | 3,130 | 60 | 60 | 0.10 | 0.10 |
- | - | - | - | - | - | - | - | 0.10 | 0.10 | None |
| Directors | Representative of Mu Te Investment Co., Ltd.: WendyTsao |
- |
- | - | - | 3,130 | 3,130 | 60 | 60 | 0.10 | 0.10 |
- | - | - | - | - | - | - | - | 0.10 | 0.10 | None |
| Directors | Representative of Charng Hui Ltd. Arthur Tsao |
- |
- | - | - | 3,130 | 3,130 | 60 | 60 | 0.10 | 0.10 |
3,199 | 3,199 | 152 | 152 | - | - | - | - | 0.20 | 0.20 | None |
| Independent Director |
Ben Chang | - | - | - | - | 3,130 | 3,130 | 60 | 60 | 0.10 | 0.10 |
- | - | - | - | - | - | - | - | 0.10 | 0.10 | None |
| Independent Director |
George Chou | - | - | - | - | 3,130 | 3,130 | 60 | 60 | 0.10 | 0.10 |
- | - | - | - | - | - | - | - | 0.10 | 0.10 | None |
| Independent Director |
Daniel Chiang | - | - | - | - | 3,130 | 3,130 | 60 | 60 | 0.10 | 0.10 |
- | - | - | - | - | - | - | - | 0.10 | 0.10 | None |
| * Other than disclosures in the a | bove table,remunerationpaid to directors forprovidingservices(e.g.providingconsultingservices as a non-employee)for all companies in financial statements in the | most recentyear: None. |
Note 1: Refers to the after-tax net income in 2020 individual financial statement.
16
2. Remuneration of the General Manager and Deputy General Manager
| Dec.31,2020; unit:NT$thousands | Dec.31,2020; unit:NT$thousands | Dec.31,2020; unit:NT$thousands | Dec.31,2020; unit:NT$thousands | Dec.31,2020; unit:NT$thousands | Dec.31,2020; unit:NT$thousands | Dec.31,2020; unit:NT$thousands | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Salary (A) | Severance Pay and Pension (B) (Note 2) |
Bonus, extraordinary charge, etc. |
Employee Compensation (D) | Ratio of total amount of A, B, C and D to after-tax net income (%) (Note 1) |
Compensation from the shift in investment beyond the subsidiary |
|||||||
| The Company |
All Companies in Consolidated Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
The Company | All Companies in Consolidated FinancialStatements |
The Company |
All Companies in Consolidated Financial Statements |
|||||
Cash |
Stock | Cash | Stock | |||||||||||
| CEO | Arthur Tsao (Note 3) |
686 | 686 | 152 | 152 | 332 | 332 | 0 | 0 | 0 | 0 | 0.10 | 0.10 | None |
| General Manager | 2,181 | 2,181 | ||||||||||||
| General Manager | Yao Steven Yih Chun (Note 3) |
1,320 | 1,320 | 48 | 48 | 2,503 | 2,503 | 0 | 0 | 0 | 0 | 0.12 | 0.12 | None |
Note 1: Refers to the after-tax net income in 2020 individual financial statement.
Note 2: Refers to the provision particularly made for pension fund paid to the appointed manager.
Note 3: As of April 1, 2020, General Manager was acted by Chief Executive Officer Arthur Tsao and Yao Steven Yih Chun was transferred to Chief Investment Officer.
17
3. Name of manager in charge of distributing employee remuneration and the status of distribution
| Apr 30,2021; Unit:NT$thousands | Apr 30,2021; Unit:NT$thousands | |||||
|---|---|---|---|---|---|---|
| Managerial Officer | Title | Name | Stock | Cash | Total | Ratio of total amount to after- tax net income (Note 1) |
| Chief Executive Officer and General Manager |
Arthur Tsao | 0 | 0 | 0 | 0% | |
| Chief Investment Officer | Yao Steven Yih Chun | |||||
| Financial Officer | Lynn Lee (date of assumption of duty: Feb. 28, 2021) | |||||
| Accounting Manager | Thomas Huang (date of assumption of duty: Mar. 5, 2021) |
Note 1: Refers to the after-tax net income in 2020 individual financial statement.
18
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(IV) By comparing and describing the ratio of the total remuneration to directors, presidents, general manager and deputy general manager of the Company and all companies in consolidated financial statements to the after-tax net income in the most recent 2 years, specify the policies, standards, combinations, procedure of decision-making of remunerations and their relation to business performance and future risk:
-
Analysis of the remunerations paid within the most recent two years
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | ||||||
|---|---|---|---|---|---|---|---|---|
| Title | 2019 | 2020 | ||||||
| Remuneration | Ratio of Total Remuneration to Net Income (%) |
Remuneration | Ratio of Total Remuneration to Net Income (%) |
|||||
| The Company |
Companies in the consolidated financial statements |
The Company |
Companies in the consolidated financial statements |
The Company |
Companies in the consolidated financial statements |
The Company |
Companies in the consolidated financial statements |
|
| Directors | 25,494 | 25,494 | 0.75 | 0.75 | 22,385 | 22,385 | 0.69 | 0.69 |
| General Manager |
7,494 | 7,494 | 0.22 | 0.22 | 6,052 | 6,052 | 0.19 | 0.19 |
| Total | 32,988 | 32,988 | 0.97 | 0.97 | 28,437 | 28,437 | 0.88 | 0.88 |
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(1) Analysis on the ratio of the total remuneration paid to the Company’s Directors, Supervisors and General Manager during the most recent 2 fiscal years to after-tax net income in the individual financial statement:
-
The total remuneration paid to the Company's Directors, Supervisors and General Manager of the Company and all companies listed in the consolidated financial statements in 2020 was equivalent to that of 2019.
(2) See Item (VIII) of Page 60 for the payment policy of remunerations to employees and directors
- The policies, standards, packages and procedures for payment of remuneration, and their linkages to business performance and future risks: The Remuneration Committee shall be responsible for the formulation and periodic review for the remuneration of directors and managerial officers paid by the company. In addition to the reference to the general remuneration level of the industry, the linkages to the individual performance, corporate operation performance, mode of payment and future operating risks shall be taken into consideration as well. It shall be implemented after submitting to the Board of Directors for approval; for the items assigned in statement of surplus allocation, it can be implemented only after submitting to the shareholders' meeting for approval.
19
III. Implementation of Corporate Governance
(I) Information on operations of the Board of Directors
In order to strengthen corporate governance and promote the sound development of board composition and structure, Paragraph 3, Article 20 of the "Corporate Governance Best Practice Principles" issued by the Company in 2016 states that Board members shall be diverse in form, and the corresponding diversity policies shall be formulated in accordance with its own operations, operating patterns and development demands, including but not limited to the following two standards:
- I. Basic requirements and values: gender, age, nationality, and culture.
II. Professional knowledge and skills: Professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience.
The current Board of Directors of the company consists of 7 directors, including 4 directors and 3 independent directors with rich experience and expertise in the fields of finance and economics, business and management. The company also pays attention to gender equality, improves women's participation in decision-making and improves the structure of the Board of Directors. At present, there is a female director among 7 directors.
- A total of 6 meetings (A) were held by the Board of Directors in the most recent year. The attendance of directors is as follows:
| Title | Name | Number of attendance in person(B) |
Time of proxy attendance |
Percentage of attendance in person (%) [B/A] |
Remarks |
|---|---|---|---|---|---|
| Chairman | Mu Te Investment Co., Ltd. Representative: Ter-FungTsao |
6 | - | 100% | |
| Directors | Mu Te Investment Co., Ltd. Representative: Jason Hsuan |
4 | 2 | 67% | |
| Mu Te Investment Co., Ltd. Representative: WendyTsao |
6 | - | 100% | ||
| Charng Hui Ltd. Representative:Arthur Tsao |
5 | 1 | 83% | ||
| Independent Director |
Ben Chang | 5 | 1 | 83% | |
| George Chou | 5 | 1 | 83% | ||
| Daniel Chiang | 6 | - | 100% | ||
| Other matters: I. Where the proceedings of the board meeting include one of the following circumstances, then describe the date, session, topic discussed, opinions of every independent director, and their handling: (I)Matters referred to in Article 14-3 of the Securities and Exchange Act. Date of the meeting (Period) Proposals Opinions of all independent directors and the company's handling of these opinions Jun. 17, 2020 (8th Regular Meeting of the13th Term) Proposal of the amount of endorsement guarantee to the subsidiary Standard Beverage Company Limited. Approved as proposed by all Independent Directors |
20
| Aug 7, 2020 (9th Regular Meeting of the 13th Term) |
Change of Financial Officer, Accounting Manager and Corporate Governance Officer of the Company. |
||
|---|---|---|---|
| Nov 12, 2020 (10th Regular Meeting of the 13th Term) |
1. The Company evaluated the independence and competency of CPAs regularly. 2. Proposal on the remuneration paid to the Company’s CPAs in 2020. 3. Proposal on increasing and revising internal control systems – “Management for the Preparation Process of Financial Statements”, “Procedure for the Judgment of Accounting Specialty and Process for the Changes to Accounting Policies and Estimates” and “SOP for Sales Return”. 4. Proposal on the fund loan to subsidiary Standard Beverage Ltd. |
||
| Mar 22, 2021 (11th Regular Meeting of the 13th Term) |
1. Change of Financial Officer, Accounting Manager and Corporate Governance Officer of the Company. 2. Proposal on the fund loan to subsidiary Dermalab. 3. Affairs about terminating the listing of the Company by participating in the issuance of overseas depositary receipts. (The effective date shall be the date of signature with the Bank of New York Mellon) |
21
4. Management and communication of the internal relations
5. Expertise and continuing education of the directors
6. Internal Control
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IV. Goals for strengthening the functionality of the Board in the current and the latest year (e.g. establishing the Audit Committee and enhancing information transparency), and implementation status:
-
(I) Establish corporate governance regulations: in addition to the Articles of Incorporation defining the power and function of Board of Directors, "Rules of Procedures for Board of Directors' Meeting," "Standard Operating Procedures for Directors' Request," "Corporate Governance Best Practice Principles," "Corporate Social Responsibility Best Practice Principles," "Internal Operating Procedures for Major Information Processing," "Code of Ethics," "Ethical Corporate Management Best Practice Principles" and many other regulations shall be concluded, to strengthen board operations and corporate governance.
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(II) The company has covered directors' liability insurance with the current insurance amount reaching US$ 12 million, so as to disperse the legal liability risks of directors and improve the corporate government ability.
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(III) The company shall disclose relevant information on Market Observation Post System set up by the government, and disclose investor information, corporate governance, and corporate social responsibility information on the official website of the company, aiming to fully and promptly disclose information concerned by various stakeholders.
22
(II) Operations of the Audit Committee:
The company's Audit Committee is composed of 3 independent directors, and the purpose of the Audit Committee is to assist the Board of Directors in supervising the quality and integrity in respect of the implementation of relevant accounting, auditing, and financial reporting procedures and control over finance by the company.
A total of 6 meetings were held by the Audit Committee in 2020. The matters reviewed mainly include:
-
Annual Business Plan and Budget
-
Financial Report and Consolidated Financial Statements
-
Design and Implementation Instructions for the Internal Control System
-
Material Capital Loan and Endorsement or Guarantee
-
Evaluation of the Qualifications, Independence, and Performance of the CPAs
-
Appointment, Dismissal, and Compensation of CPAs.
-
Appointment or Discharge of the Chief Financial Officer, Accounting Supervisor and Chief Internal Auditor
-
Other Significant Matters Stipulated by the Company or the Competent Authority
The Audit Committee held 6 meetings (A) in the most recent year; the attendance of independent directors is summarized as follows:
| Title | Name | Number of attendance in person(B) |
Time of proxy attendance |
Percentage of attendance in person(%) [B/A] |
Remarks |
|---|---|---|---|---|---|
| Independent Director |
BenChang | 5 | 1 | 83% | |
| George Chou | 6 | 0 | 100% | ||
| DanielChiang | 6 | 0 | 100% | ||
| Other matters: I. If the Audit Committee has any of the following circumstances, the date, session, proposal content, the resolution of the Audit Committee and the company's response toward the Audit Committee's opinions shall be specified. (I)Matterslistedin Article14-5 of the SecuritiesandExchangeAct Date of the meeting (Period) Proposals The Audit Committee's opinion and the company's disposition to Audit Committee's opinion. March 18, 2020 (3rdRegularMeeting of the 2nd Term) 1. Cooperation with the accounting firm's internal rotation mechanism to change the CPA for checking the financial report. 2. 2019 Financial Report and Consolidated Financial Statements. 3. Proposal on the 2019 Statement of Internal Control System. 4. 2019 Earnings Distribution Proposal. 5. Proposal on the preparation and adjustment of the design and implementation instructions for the internal control system in the financial reports by the Company. 6. Proposal of fundingloan toChinaSubsidiaries. Approved as proposed by all members March 31, 2020 (4thRegularMeeting of the 2nd Term) 1. Proposal on setting up the position of Chief Investment Officer. 2. Proposal of appointing general manager as the Company’s Chief Executive Officer. |
23
| May 6, 2020 (5thRegularMeeting of the 2nd Term) |
Consolidated financial statements forthefirstquarter of 2020. |
||
|---|---|---|---|
| Jun. 17, 2020 (6thRegularMeeting of the 2nd Term ) |
Proposal of the amount of endorsement guarantee to the subsidiary Standard Beverage Company Limited. |
||
| Aug 7, 2020 (7thRegularMeeting of the 2nd Term) |
1. Consolidated financial statements for the second quarter of 2020. 2. Change of Financial Officer, Accounting Manager and Corporate Governance Officerof the Company. |
||
| Nov 12, 2020 (8thRegularMeeting of the 2nd Term) |
1. The Company evaluated the independence and competency of CPAs regularly. 2. Proposal on the remuneration paid to the Company’s CPAs in 2020. 3. Consolidated financial statements for the third quarter of 2020. 4. Proposal on increasing and revising internal control systems – “Management for the Preparation Process of Financial Statements”, “Procedure for the Judgment of Accounting Specialty and Process for the Changes to Accounting Policies and Estimates” and “SOP for Sales Return”. |
(III) Supervisors' Participation in Board Meetings
The company has set up an Audit Committee to replace the supervisors on June 15, 2016.
24
(IV) State of Corporate Governance, Deviations to the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies," and the Reasons for the Said Deviations
| Evaluation item | Implementation status | Deviations from the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and reasons thereof |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| I. Does the company establish and disclose the "Corporate Governance Best Practice Principles" based on "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies"? |
V | The Company has adopted “Corporate Governance Best Practice Principles”, which specifies relevant contents such as protecting shareholders’ rights and interests, intensifying the Board’s functions, respecting stakeholders’ rights and interests and improving information transparency. |
Compliant to the regulations prescribed by Article 2 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." |
|
| II. Shareholding structure & shareholders' rights (I) Does the company establish an internal operating procedure to deal with shareholders' suggestions, doubts, disputes and litigations, and implement based on the procedure? |
V | (I) The Company has formulated internal working procedures in accordance with “Corporate Governance Best Practice Principles”; has established relevant departments (e.g. spokesperson, Stock Affairs Department and Legal Department) to handle shareholders' suggestions or disputes. |
Compliant to the regulations prescribed by Articles 10, 13, 14, 19 and 30 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." |
|
| (II) Does the company possess the list of its major shareholders as well as the ultimate owners of those shares? |
V | (II) The Company shall regularly obtain the latest register of shareholders from the stock affairs agency (Agency Department of CTBC Bank) and acquire the list of major shareholders substantially controlling the Company and their ultimate controlling parties and maintain good interaction with them. The change data shall be declared in accordance with regulations on information declaration of listed companies and disclosed on the Market Observation Post System of public information. |
||
| (III) Does the company establish and execute the risk management and firewall system within its conglomerate structure? |
V | (III) The rights and liabilities (e.g. assets, business, and finance) between the Company and affiliates shall be split clearly and operated independently. Besides, the “Supervision Measures for Subsidiaries”, “Procedures for Acquisition and Disposal of Assets”, “Procedures for Loaning of Funds to Other Parties”, “Procedures for Endorsements and Guarantees”, and other related measures have been established in accordance with regulations, to implement risk control mechanism and firewall management for affiliates. |
||
| (IV) Does the company establish internal rules against insiders trading with undisclosed information? |
V | (IV) The company has established "Management Regulations for Prevention of Insider Trading" against insiders trading with undisclosed information. |
25
| Evaluation item | Implementation status | Deviations from the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and reasons thereof |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| III. Composition and responsibilities of the Board of Directors (I) Does the Board of Directors develop and implement a diversified policy for the composition of its members? |
V | (I) Article 20 (Overall Abilities of Board of Directors) of the Company’s Corporate Governance Best Practice Principles has specified and disclosed the diversification policies and ideal objectives of governance of board members. The details are as follows: The Company shall diversify Board composition and develop appropriate guidelines on diversity based on the operations, nature of business activities and development needs of the Company, including but not limited to the standards in the aspects below: 1. Basic condition and value (gender, age, nationality, culture, etc.): The Company’s current session of the board of directors is composed of seven directors, with four over the age of 70, two at the age of 60~69 and one below the age of 40; including one female member, with a proportion of 14%. 2. Professional knowledge and skills (professional background such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience. The directors should generally have the knowledge, skills and accomplishment required for performing their duties. In order to achieve the ideal targets of corporate governance, the abilities that the board of directors should be equipped with are stated below: (1) Capability to make sound business judgments (2) Accounting and financial analysis capabilities (3) Business management ability. (4) Crisis management capability (5) Industrial Knowledge (6) Global market viewpoint (7) Leadership skills (8) Capability to make decisions Professional knowledge and skills: (See Page 11 of this Report for details of professional background) Members of the Board enjoy rich experience and expertise in such fields as finance, commerce and management. In particular, Ter-Fung Tsao, Jason Hsuan and Arthur Tsao are skillful at the knowledge of food specialty; George Chou and Daniel Chiang are skillful at information technology; Ben Chang and Wendy Tsao are skillful at finance and investment; all members have professional abilities such as operation judgment, business management, crisis handling, global market viewpoint, leadership and decision. The Board of Directors and the |
Compliant to the regulations prescribed by Articles 27, 20, 28-1 and 37 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." |
26
| Evaluation item | Implementation status | Deviations from the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and reasons thereof |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| (II) Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? (III) Does the company establish a standard to measure the performance of the Board, and implement it annually? (IV) Does the company regularly evaluate the independence of CPAs? |
V V |
V | independent director shall exercise their power in accordance with laws, the provisions of the Articles of Incorporation and resolutions of shareholders' meetings. The diversity policy on the formation of the Board members is disclosed on the company website and the Market Observation Post System. (II) The company has set up the Remuneration Committee and the Audit Committee according to law, but has yet to set up other various functional committees. (III) The company's policy, system, standard and structure for annual and long-term performance goals and remunerations of directors, independent directors, and managerial officers shall be established and regularly reviewed by Remuneration Committee, in accordance with "Remuneration Committee Charter." The Company evaluates the performance of the Board regularly every year according to the formulated Measures for Performance Evaluation of the Board of Directors. The Company’s 2020 internal performance evaluation result of the Board was reported to the Board of Directors on Mar. 22, 2021. The overall performance evaluation of the Board of Directors was judged excellent. The Company has established a standard to measure the performance of the Board, and implement it annually. 1. The measurement items of performance evaluation for the Board include: (1) Participation in the Company's operation (2) Quality improvement in the Board's decision making (3) Composition and structure of the Board (4) Selection and continuing education of the directors (5) Internal Control 2. The measurement items for the performance evaluation of the Board Members include: (1) Mastery of the Company’s goals and tasks (2) Understanding of the director's duties (3) Participation in the Company's operation (4) Management and communication of the internal relations (5) Expertise and continuing education of the directors (6) Internal Control (IV) An annual evaluation of CPA independence shall be carried out by the Accounting Department of the Company. The results were submitted to the Audit Committee and Board of Directors on Nov. 12, 2020 for approval. According to the evaluation by the Accounting Department of the Company, the CPAs, Gong Zeli and Chen Zhiyuan from Deloitte & Touche comply with the Company's evaluation standards of independence (Note 1), so they are qualified to serve as |
27
| Evaluation item | Implementation status | Implementation status | Implementation status | Deviations from the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and reasons thereof |
||
|---|---|---|---|---|---|---|
| Yes | No | Description | ||||
| the Company's CPAs. Deloitte & Touche has issued a statement declaring no violation of independence. (Note 1): Evaluation standards for the independence of CPAs Evaluation item Evaluation results Meet independence criteria 1. Is the CPA an employee of the company or the related companies? No Yes 2. Does the CPA hold the company's shares? No Yes 3. Does the CPA engage in financing activities or guarantee behaviors with the company or its directors? No Yes 4. Are there direct or indirect material financial interests between the CPAs and the company? No Yes 5. Are there close business relations between the CPA and the company? No Yes 6. Are there close business relations between the CPA and the company's management, or other individuals in positions that could seriously impact the audit? No Yes 7. Does the CPA provide the company non-audit items that may directly affect the audit? No Yes 8. Does the CPA act as the defender of the company or on behalf of the company to coordinate conflicts with other third parties? No Yes 9. Does the CPA provide the statement of independence? Yes Yes |
||||||
| Evaluation item | Evaluation results |
Meet independence criteria |
||||
| 1. Is the CPA an employee of the company or the related companies? |
No | Yes | ||||
| 2. Does the CPA hold the company's shares? | No | Yes | ||||
| 3. Does the CPA engage in financing activities or guarantee behaviors with the company or its directors? |
No |
Yes | ||||
| 4. Are there direct or indirect material financial interests between the CPAs and the company? |
No | Yes | ||||
| 5. Are there close business relations between the CPA and the company? |
No | Yes | ||||
| 6. Are there close business relations between the CPA and the company's management, or other individuals in positions that could seriously impact the audit? |
No | Yes | ||||
| 7. Does the CPA provide the company non-audit items that may directly affect the audit? |
No | Yes | ||||
| 8. Does the CPA act as the defender of the company or on behalf of the company to coordinate conflicts with other third parties? |
No | Yes | ||||
| 9. Does the CPA provide the statement of independence? | Yes | Yes | ||||
| IV. Does the listed company appoint an exclusively (or concurrently) responsible unit or personnel to be in charge of corporate governance affairs (including but not limited to furnishing information required for business execution by directors and supervisors, and handling, in accordance with relevant laws, matters related to board meetings and shareholders' meetings, business registration and changes to the registration, and for preparing minutes of board meetings and shareholders'meetings)? |
V | The Company establishes a corporate governance team. Jimmy Chen from General Manager Office acts as the Company’s governance officer., who shall promote the Company’s governance affairs, safeguard shareholders’ rights and interests and intensify functions of the Board of Directors. The functions and powers include the contents below: I. Handle matters in relation to the Board meetings and shareholders' meetings according to law. II. Keep minutes at the Board meetings and shareholders' meetings. III. Assist the Directors in taking office and continuous education and training. IV. Provide the information required for the Directors to conduct business. V. Assist the Directors in regulatory compliance |
In compliance with Article 3-1 of the "Corporate Governance Best Practice Principles for TWSE or TPEx Listed Companies." |
28
| Evaluation item | Implementation status | Deviations from the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and reasons thereof |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| VI. Other matters stipulated in the Articles of Incorporation or contracts. Business execution in 2020 is as follows: I. Assisting in compliance of laws of rules of procedure and resolutions from the Board meetings and the Shareholders' Meeting. II. Assist Independent Directors and general Directors in performing their duties by providing the necessary information and III. arrange for continuing education for Directors. IV. Draft notice on the agenda for the BOD, convene the meeting and provide meeting data; if interest avoidance is required for a topic, provide a prior reminder, and complete the Board meeting minutes within 20 days after each meeting. V. Handle the pre-registration of the Annual General Meeting date in accordance with the law; prepare the notice of meeting, the Meeting Handbook the minutes of the Annual General Meeting within the statutory period. |
||||
| V. Has the company established a communication channel with stakeholders (including but not limited to shareholders, employees, customers, and suppliers)? Has a stakeholders' area been established on the company's website? Are major Corporate Social Responsibility (CSR) topics that the stakeholders are concerned with addressed appropriately by the company? |
V |
The company has established a spokesperson system and properly uses the public information systems, ensuring shareholders and stakeholders fully understanding the company's financial operations and corporate governance. The company has also established a special zone for the stakeholders on the website, so the stakeholders may contact the company via telephone or e-mail to reflect different CSR issues of concern. |
Compliant to the regulations prescribed by Article 51 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." |
|
| VI. Has the company appointed a professional shareholder service agency to deal with shareholder affairs? |
V | The corporation has appointed CTBC Bank to handle the affairs of the shareholders' meeting. |
Compliant to the regulations prescribed by Article 7 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." |
|
| VII. Information disclosure (I) Does the company establish a website to disclose information on financial operations and corporate governance? (II) Does the company adopt other means of information disclosure (such as establishing an English language website, delegating a |
V V |
(I) The Company establishes a website (www.sfworldwide.com) and discloses relevant financial business and corporate governance information on “Investors”. (II) The Company also establishes an 1. English website (www.sfworldwide.com) 2. assigns a special person to take charge of the Company’s information |
Compliant to the regulations prescribed by Articles 55, 56, 57 and 58 of the "Corporate Governance Best Practice Principles |
29
| Evaluation item | Implementation status | Deviations from the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and reasons thereof |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| professional to collect and disclose company information, implement a spokesperson system, and disclosing the process of investor conferences on the company website)? |
collection and disclosure, so as to ensure accuracy and timeliness of the information. 3. Spokesperson and deputy spokesperson 4. Information regarding the road show has been disclosed on a“Investors”. |
for TWSE/TPEx Listed Companies." |
||
| VIII. Is there any other important information to facilitate a better understanding of the company's corporate governance practices (including but not limited to employee rights, employee wellness, investor relations, supplier relations, stakeholder rights, continuing education records of directors and Audit Committee members, implementation of risk management policies and risk evaluation measures, implementation of customer policies, and participation in liability insurance by directors and supervisors)? |
V | (I) Employee's rights and employee wellness: 1. The Company formulates work rules in accordance with Labor Standards Act and related laws and regulations, which explicitly specify employees’ rights and interests and obligations. 2. The Company continuously and systematically improves the quality of talents. In addition to the regular employee education and training, the supply of external training opportunities and funding, the Company also develops talents via job rotations, special project participation, and senior supervisor guidance. 3. The company has established an Employee Welfare Committee, which gives out birthday or anniversary gifts regularly, arranges employee club activities and provides travel subsidies and allowances for marriage, death, birth and illness. Furthermore, the Company arranges regular health checks and purchases group accident insurance and medical insurance for employees and the premiums are fully borne by the Company. 4. The Company promotes labor safety and health and has established a complete proposal system, encouraging employees to make suggestions on continuous improvement and innovation of the Company. Moreover, the corporate culture emphasizes the steady and practical team spirit and encourages the employees to face challenges with mutual respect and support. (II) Investor relations: The Company discloses all its relevant information stipulated by regulations on the Market Observation Post System and the Company’s website, so as to safeguard investors’ rights and interests, and establishes liaison information of stock affairs, so as to maintain a favorable and harmonious relationship between enterprise and shareholder. (III) Supplier relations: The Company keeps an unblocked communication channel with suppliers and contact with them honestly; based on the field audit or coaching for suppliers, encourages and assists suppliers in obtaining food safety and quality system certification, implements systematical appraisal management regularly and screens out excellent supply source as the partner, so as to establish a long-term and steady cooperative relationship with mutual trust and pursue sustainable growth jointly. (IV) Stakeholders’ rights: A special area for stakeholders is established on the Company’s website, so as to maintain a favorable two-way communication and |
Compliant to the regulations prescribed by Article 59 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." |
30
| Evaluation item | Implementation status | Implementation status | Implementation status | Deviations from the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and reasons thereof |
|---|---|---|---|---|
| Yes | No | Description | ||
| interaction relationship with stakeholders. In case of a dispute about stakeholders’ legitimate rights and interests, the Company will deal with it appropriately based on honesty. To know various major topics concerned, the Company analyzes major topics every year, so as to keep a close eye on stakeholders’ thoughts. See the Company’s corporate social responsibility report. (V) Continuing education of directors and Audit Committee members: Continuing education hours of the directors and Audit Committee members of the Company reach the statutory hours of continuing education. Please refer to the following attachment: Summary on the continuing education of directors in 2020. (VI) Implementation of risk management policies and risk measurement standards: For the risk management policies, organizational structure and related risk control operations of the Company, please refer to the descriptions in Pages 257 of "Risk Analysis and Evaluation during the Most Recent Year up to the Publication Date of the Annual Report." Furthermore, the Company has analyzed, tracked and responded to events that may pose high risks to operating objectives, in order to improve the risk management mechanism. (VII) Implementation of customer policies: The Company provides diversified customer service channels (e.g. customer service hotline, customer service mailbox and online real-time customer service) and establishes the considerate service process, so as to provide relevant professional services for customers about nutrition counseling and commodifies; deal with consumers’ questions actively to maintain their rights and interests. (VIII) Liability insurance purchased by the company for its directors and the Audit Committee: the company has covered the director liability insurance for all directors and the Audit Committee. |
||||
| IX. Please state the improved situation according to the corporate governance evaluation results released by the Corporate Governance Center of TWSE in the latest year, and put forward priority items and measures for those which have not been improved: the company regularly carries out corporate governance evaluations in accordance with the regulations of the competent authority. In the future, the company shall strengthen corporate governance by improving the situation and protecting shareholders' rights, strengthening equal treatment of shareholders, strengthening the board structure and improving information transparency. |
==> picture [56 x 42] intentionally omitted <==
31
Attachment: Directors' Training Records in 2020
| Title | Name | Continuing education date |
Organizer | Course title | Hours of continuing education |
|---|---|---|---|---|---|
| Independent Director |
Ben Chang | 2020.09.22 | Taiwan Corporate Governance Association |
Discuss corporate governance based on major malpractice cases of enterprise |
3 |
| Enterprise M&A Activity and Leader’s Responsibilities – A Discussion about Information Disclosure and Insider Trading |
3 | ||||
| Independent Director |
George Chou | 2020.07.01 | Taiwan Corporate Governance Association |
Changes in the Era of 5G | 3 |
| A Discussion about Directors’ Operation Risks and Legal Responsibilities under the Latest Corporate Governance Blueprint |
3 | ||||
| Independent Director |
Daniel Chiang | 2020.11.10 | Taiwan Investor Relations Institute |
5G Shaping Corporate Digital Transformation and New Look ofCompetition |
3 |
| Practical Analysis of Insider Trading | 3 |
==> picture [55 x 42] intentionally omitted <==
32
(V) Composition, responsibilities, and operations of Remuneration Committee:
- A. Professional Qualifications and Independence Analysis of Remuneration Committee Members
| Title | Qualification Name |
Meets one of the following professional qualifications, with at least five years of work experience |
Meets one of the following professional qualifications, with at least five years of work experience |
Meets one of the following professional qualifications, with at least five years of work experience |
Independence criteria (Note) |
Independence criteria (Note) |
Independence criteria (Note) |
Independence criteria (Note) |
Independence criteria (Note) |
Independence criteria (Note) |
Independence criteria (Note) |
Independence criteria (Note) |
Independence criteria (Note) |
Independence criteria (Note) |
Number of other public companies where the individual concurrently serves as a Remuneration Committee member |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Currently serving as an instructor or higher post in a private or public college or university in the field of business, law, finance, accounting, or the business sector of the company |
Currently serving as a judge, prosecutor, lawyer, accountant, or other professional practice or technician that must undergo national examinations and specialized license |
Work experience necessary for business administration, legal affairs, finance, accounting, or business sector of the company |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||
| Independent Director |
Ben Chang |
V | V | V | V | V | V | V | V | V | V | V | 1 | - | ||
| Independent Director |
George Chou |
V | V | V | V | V | V | V | V | V | V | V | 3 | - | ||
| Independent Director |
Daniel Chiang |
V | V | V | V | V | V | V | V | V | V | V | 1 | - |
-
Note: For any committee member who fulfills the relevant condition(s) 2 years before being elected or during the term of office, please provide the " V" sign in the field next to the corresponding condition(s).
-
(1) Not an employee of the company or any of its related company.
-
(2) Not a director or supervisor of the company or any of its related company (not applicable in cases where the person is an independent director of the company, its parent company, its subsidiaries or any subsidiary of the same parent company as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).
-
(3) Not a natural person shareholder who holds more than one percent (1%) of issued shares or is ranked top ten in terms of the total quantity of shares held, including the shares held in the name of the person, the person's spouse, minor children, or in the name of others.
-
(4) Not a managerial officer listed in (1) or a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship listed in (2) and (3).
-
(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the company or of a corporate shareholder that ranks among the top five in shareholdings, appointed according to Article 27 (1) or (2) of Company Act (Not applicable in cases where the person is an independent director of the company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).
-
(6) Not a director, supervisor or employees of another company controlled by the same person with more than half of the company's director seats or voting shares (Not applicable in cases where the person is an independent director of the company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)
-
(7) Not a director, supervisor, or an employee of a company where the chairman, general manager or any equivalent position are held by the same person or by his/her spouse separately (Not applicable in cases where the person is an independent director of the company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)
-
(8) Not a director, supervisor, manager, or shareholder holding 5% or more of the shares of a specified company or institution which has a financial or business relationship with the company (excluding specified companies or institutions holding more than 20% but less than 50% of the total issued shares of the company, and independent directors appointed by both the company and its parent company, subsidiary or subsidiaries under the same parent company pursuant to this regulation or the local regulations).
-
(9) Not a professional individual who is an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or institution, or a spouse thereof, that provides commercial, legal, financial, accounting services or consultation to the company or its affiliated companies, or those made an accumulated profit of less than NT$500,000 over the last 2 years. However, members of the special committee on remuneration, public acquisition review, or merger and acquisition who perform their functions and powers in accordance with the provisions of the Securities and Exchange Act or Business Mergers and Acquisitions Act and other relevant regulations shall not be subject to this provision.
-
(10) Where none of the circumstances in the subparagraphs of Article 30 of the Company Act applies.
33
-
Operational Status of the Remuneration Committee:
-
(1) The company has a Remuneration Committee composed of three members.
(2) Term of office of members of the 4th Remuneration Committee: From Jun. 13, 2019 to Jun. 12, 2022. The Committee held six meetings (A) in 2020, and the qualifications and attendance of the Committee members are summarized as follows:
| Title | Name | Name | Number of attendance in person (B) |
Percentage of attendance in person (%) [B/A] |
Remarks | |
|---|---|---|---|---|---|---|
| Convener | Ben Chang | 2 | 67% | None | ||
| Committee member |
George Chou | 3 | 100% | |||
| Committee member |
Daniel Chiang | 3 | 100% | |||
| Other matters: I. Discussionsandresolutions of theRemunerationCommittee |
||||||
| Date of Meeting (Period) |
Proposals | Resolution | ||||
| March 18, 2020 (2nd Regular Meeting of the 4th Term) |
1. Proposal of 2019 Performance Evaluation of Directors and Managerial Officers. 2. Proposal of Remuneration for Employees and Directors of 2019 |
Approved as proposed by all members |
||||
| March 31, 2020 (3rd Regular Meeting of the 4th Term) |
1. Addition of the position of the Chief Investment Officer. 2. The position of General Manager is served by the Chief Executive Officer. |
|||||
| Nov 12, 2020 (4th Regular Meeting of the 4th Term) |
Proposal of Ratio of Provision for the Remuneration for Employees and Directors of 2020 |
34
(VI) Corporate Social Responsibility:
| (VI) Corporate Social Responsibility: | ||||
|---|---|---|---|---|
| Evaluation item | Implementation status | Deviations from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
||
| Yes | No | Description | ||
| I. Corporate governance implementation (I) Does the Company formulate its corporate social responsibility policy or system and examine the results of the implementation? (II) Does the Company conduct CSR training on a regular basis? (III) Does the Company establish an exclusively (or concurrently) dedicated organization authorized by the Board to be in charge of promoting the corporate social responsibility and reporting to the Board? (IV) Does the Company adopt reasonable salary remuneration policies and integrate the employee performance appraisal system with its corporate social responsibility policy as well as establish an explicit and effective reward and disciplinary system? |
V V V V |
(I) The Company formulates the “Corporate Social Responsibility Best Practice Principles” and actively implements environmental protection and energy- saving and participates in social public welfare activities. (II) The Company regularly organizes occupational safety and health education and disaster prevention training. (III) The Company has established a special group for promoting corporate social responsibility, which shall promote relevant business and report the implementation results to management. (IV) The Company explicitly specifies employee rewards and punishments system in “Work Rules” and establishes and improves employee performance appraisal measures to reward those excellent employees. |
The corporate social responsibilities and obligations of “Corporate Social Responsibility Best Practice Principles for Exchange-listed and OTC-listed Companies” are satisfied and there is no material discrepancy. |
|
II. Sustainable environment development (I) Is the Company committed to improving resource efficiency and to the use of renewable materials with low environmental impact? |
V | (I) The main package material and material of the Company’s products can be classified into four types: glass, iron and aluminum can, plastics and carbon. The choice shall be subject to the four indicators below: (1). Quality safety: All packaging material contacting food conforms to the requirements of “Hygienic Standard for Food Utensil and Container Package”, so as to ensure package material is safe absolutely. (2). Recycling: Except that all product packages are equipped with a national recycling sign, the inner cushion material of aluminum cap used in nourishing series beverages will be gradually replaced by TPE material this year after multiple years of development and testing, so as to reduce the recycling cost of product package material further based on meeting food safety and existing package quality condition. TPE has the environmental protection advantages of recycling convenience and full utilization of renewable resources. The inner cession material will be replaced progressively and is expected to be used in all products finally through product design and replacement schedule. (3). Garbage reduction: The package design of all gift box products is reviewed in accordance with the regulation of the Environmental Protection Department “Restriction on the Excessive Package of Products” prior to the marketing of the products, so as to avoid lots of wastes generated by |
The corporate social responsibilities and obligations of “Corporate Social Responsibility Best Practice Principles for Exchange-listed and OTC-listed Companies” are satisfied and there is no material discrepancy. |
35
| Evaluation item | Implementation status | Deviations from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| (II) Does the Company establish proper environmental management systems based on the characteristics of their industries? (III) Does the Company monitor the impacts of climate change on its operations and conduct greenhouse gas inspections and establish strategies for energy conservation and carbon reduction and greenhouse gas reduction? |
V V |
excessive package and protect the global environment. (4). Green ecology: With the prevailing green consumption consciousness, the paper package material of staple commodities that passes FSC certification accounts for more than 70%. In particular, the UHT milk series products have been fully designed with the FSC certification package. (II) Providing healthy and safe food for people is the purpose that Standard Foods Corporation has been pursuing. With the spirit of excellence pursuit and oriented to people’s nutritional requirements, it is deeply recognized by consumers based on technology and innovation, and achieves the development goal of sustainable operation and ensures the safety and health of its workers. To implement the management work for environmental protection, safety and sanitation and perform corporate environmental responsibility and improve various performance requirements of the environment, safety and sanitation continuously, the Company has imported ISO 14001 environment management system since 2014 and ratified certification of the revised edition in 2018; passes the audit and verification every year at a high standard. The following management spirits and systems are particularly disclosed for the compliance and basis of efforts: Comply with laws and regulations Comply with all relevant laws and regulations and other requirements about the environment, safety and sanitation. Consulting and communication Convey them to all personnel who work under the Organization’s control, so that they know individual responsibilities; go them public to stakeholders, so that they could participate in the implementation of management. Pollution control Operate various pollution control equipment according to laws and regulations, keep developing and using raw material with a low environmental loan, so as to avoid the accident such as environmental pollution. Improvement Keep improving the commitments on environment, safety and sanitation performance, prevent environmental pollution, personnel injury, and disease and achieve the performance goal of environment, safety and sanitation. (III) In consideration of climatic change and greenhouse effect, the Company advances all energy saving and carbon reduction policies actively. Except that factory is continuously devoted to improving the efficiency of process equipment, the Company also implements energy and electricity saving |
36
| Evaluation item | Implementation status | Implementation status | Implementation status | Deviations from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|---|---|---|---|---|
| Yes | No | Description | ||
| management. The projects that the Company will further implement in 2021 are listed as follows: Replacement of High-energy Consumption Equipment In 2020, Zhongli Factory implemented five project change proposals totally: positive pressure system of long-term storage line, overlapping stack air conditioner on the rear segment of long-term storage line, ammonia gas system evaporator, #2 NH³ CONDENSER and Liquid ammonia condenser, which were expected to save 20% operation electric and realize the annual reduction of 36,000KWH of electricity consumption. In 2021, Dayuan Factory will finish updating of nourishing drink production line: Replace the high-energy and water consumption production equipment with the equipment with high heat transfer efficiency and water circulation function. The annual water saving of production water is expected to be 1,800 tons and wastewater sources will be lowered synchronously; besides, heat consumption will be reduced (284,413,914 KJ can be saved every year). Hydrogenation Process For the original cooling process of post-fermented yogurt, the temperature of overall space is reduced with an invariable frequency compressor. Through refrigeration storage, the Company improved and optimized the cooling process and improved the temperature reduction efficiency based on variable frequency compressor and spatial convection current, so as to achieve the purpose of energy-saving. It is expected to save the original 30% operation electric energy; with a daily reduction of electric energy consumption of 68Kw, a total of 21,100 KWH electric consumption is expected to be reduced every year. Updating of high-water consumption equipment (sludge dewatering equipment): This year, the Company plans to replace belt-type sludge dewatering equipment of wastewater treatment plant. The multi-circular plate sludge dewatering equipment is expected to save 5 t production water per hour; meanwhile, wastewater emission is reduced (31,200 t wastewater can be reduced every year). |
||||
| III. Public welfare preservation (I) Does the Company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? (II) Does the Company establish an employee grievance mechanism and channels to handle complaints, with |
V V |
(I) The Company formulates “Work Rules” in accordance with labor laws and regulations, so as to safeguard employees’ legitimate rights and interests; makes pension provision and establishes Employee Welfare Committee to handle various welfare affairs. (II) The Company specifies grievance systems and procedures in “Prevention Measures for Sexual Harassment in Workplace and Complaint and Discipline |
The corporate social responsibilities and obligations of “Corporate Social Responsibility Best Practice Principles for |
37
| Evaluation item | Implementation status | Deviations from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof Exchange-listed and OTC-listed Companies” are satisfied and there is no material discrepancy. |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| appropriate solutions? (III) Does the Company provide a healthy and safe working environment and organize training on health and safety for its employees on a regular basis? (IV) Does the Company establish channels for regular communication with employees and reasonably inform employees of any significant changes in operations that may have material impacts? (V) Has the Company established effective career development training plans? (VI) Does the Company formulate a consumer rights policy and grievance procedures for research and development, purchase, production, operations, and service? (VII) Does the Company comply with related regulations and international standards in terms of the marketing and labeling of products and services? (VIII) Does the Company evaluate whether there is any record of a supplier's impact on the environment and society before any commercial dealings? (IX) Do contracts entered into between the Company and its major suppliers include terms stipulating that the contract may be terminated or rescinded at any time if the supplier has violated the corporate social responsibility policy and caused a significant negative impact on the environment and society? |
V V V V V V V |
Measures”, and establishes a Complaint Treatment Committee to implement the complaint systems. Employees, besides complaining to the Committee, can complain via complaint hotline or complaint email. (III) The Company offers safety education and training to new employees upon registration; implements factory-wide health examinations in the middle of the year and advocates a safe working environment and health at regular intervals. (IV) The Company holds consultative meetings of trade union and labor-capital meeting at regular intervals, in which the labor and capital parties could closely communicate about various labor conditions and employee welfare, so as to promote harmony of labor and capital. The Company’s all relevant information (e.g. management system and operation) is disclosed on striking positions such as the Company’s internal website and bulletin board, and an opinion letter box is established to maintain the unblocked communication channel of labor and capital. (V) The Company provides diversified learning environments – systematical general education curriculum, interdepartmental on-the-job training and internship, research and guidance from senior consultants, project participation, theme meeting attendance and interdepartmental and cross- company job rotation, so as to promote the development and growth of individuals and teams through the diversified learning environments. (VI) The Company’s website provides a special mailbox for the corresponding window of stakeholders, so as to render and assistance in real-time and safeguard consumers’ rights and interests. (VII) The Company complies with the provisions of “Act Governing Food Safety and Sanitation” and the government policy “Login Measure of Food Practitioners” in food labeling and advertising management and provides information on raw material suppliers. (VIII) The Company implements supplier evaluation procedures before any commercial dealings with a supplier, including investigating whether the supplier had a food safety problem and evaluating the influence; evaluate suppliers regularly every year and selects excellent suppliers as partners. (IX) In consideration that food safety is crucial to consumers’ rights and interests, the Company, though failing to enter into a contract with suppliers that includes relevant provisions about CSR, strengthens supplier management through regular factory visit and annual evaluation and review for existing suppliers, so as to make sure supplier’s raw material meets the Company’s requirements in quality (Q), cost (C), delivery (D) and service (S) and addresses factory’s production demand and ensure consumers’ health and safety. |
38
| Evaluation item | Evaluation item | Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Deviations from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|
|---|---|---|---|---|---|---|---|---|
| Yes | No | Description | ||||||
| IV. (I) |
Enhanced disclosure of ethical corporate management information Does the Company disclose relevant and reliable information regarding its corporate social responsibility on its website and the Market Observation Post System (MOPS)? |
V |
The Company has established a CSR team, which should promote relevant business and operate in accordance with “Corporate Social Responsibility Best Practice Principles”. There is no material discrepancy. See the Company’s website for the CSR report. www.sfworldwide.com |
The corporate social responsibilities and obligations of “Corporate Social Responsibility Best Practice Principles for Exchange-listed and OTC-listed Companies” are satisfied and there is no material discrepancy. |
||||
| V. | If the Company has established corporate social responsibility principles based on the Corporate Social Responsibility Best Practice Principles for Exchange-listed and OTC- listed Companies, describe the implementation and any deviations from the Principles: The Company has formulated the Corporate Social Responsibility Best Practice Principles and implements and complies with them. There is no discrepancy. |
|||||||
| VI. | Other important information to facilitate a better understanding of the Company’s corporate social responsibility operation: The Company’s major capital expenditures in the most recent year: No. Recipient No. Recipient 1 Taipei Foundation for Communication, Culture and Education 11 National Taiwan University Academic Development Foundation 2 Chinese Christian Relief Association 12 Hope Foundation 3 Christian “Voice of Heaven” Communication Association 13 Yu-cheng Social Welfare Foundation 4 Professor Chiang Chien-mei Foundation for Culture and Education 14 Changhua County Private Christian Joy Nursery 5 Taipei Foundation for Trend Research, Culture and Education 15 Keelung Private Charity Fraternity House 6 Miaoli County Private Haiching Elderly Care Center 16 The First Social Welfare Foundation 7 Sun Yun-Suan Academic Foundation 17 Adam Campus, House of Grace in Pingtung County 8 Association of Service Industries, Taiwan 18 Changhua Private Tzusheng Children's House 9 Taiwan Fund for Children and Families 19 Good Shepherd Social Welfare Foundation |
|||||||
No. |
Recipient |
No. | Recipient | |||||
| 1 | Taipei Foundation for Communication, Culture and Education | 11 | National Taiwan University Academic Development Foundation | |||||
| 2 | Chinese Christian Relief Association | 12 | Hope Foundation | |||||
| 3 | Christian “Voice of Heaven” Communication Association | 13 | Yu-cheng Social Welfare Foundation | |||||
| 4 | Professor Chiang Chien-mei Foundation for Culture and Education | 14 | Changhua County Private Christian Joy Nursery | |||||
| 5 | Taipei Foundation for Trend Research, Culture and Education | 15 | Keelung Private Charity Fraternity House | |||||
| 6 | Miaoli County Private Haiching Elderly Care Center | 16 | The First Social Welfare Foundation | |||||
| 7 | Sun Yun-Suan Academic Foundation | 17 | Adam Campus, House of Grace in Pingtung County | |||||
| 8 | Association of Service Industries, Taiwan | 18 | Changhua Private Tzusheng Children's House | |||||
| 9 | Taiwan Fund for Children and Families | 19 | Good Shepherd Social Welfare Foundation |
39
| Evaluation item | Implementation status | Deviations from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
||||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | Description | ||||||
| VII. | 10 | Social Enterprise Commitment Foundation | 20 | Consumers' Foundation, Chinese Taipei |
40
(VII) Fulfillment of ethical corporate management
| (VII) Fulfillment of ethical corporate management | ||||
|---|---|---|---|---|
| Evaluation item | Implementation status | Deviations from the Ethical Corporate Management Best Practice Principles for Exchange-listed and OTC-listed Companies and Reasons Thereof |
||
| Yes | No | Description | ||
| I. Establishment of ethical corporate management policies and programs (I) Does the Company explicitly declare its ethical corporate management policies and procedures in its guidelines and external documents, and do the board of directors and management work proactively to implement their commitment to those management policies? (II) Does the Company establish policies to prevent unethical conduct, with clear statements regarding relevant procedures, conduct guidelines, punishments for violation, and rules for appeal and implement them accordingly? (III) Does the Company establish appropriate precautions against high- potential unethical conduct or listed activities stated in Article 7, Paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies? |
V V V |
According to the formulated “Ethical Corporate Management Best Practice Principles”, the Company specifies employees shall not ask for entertainment, gifts, kickbacks or other benefits by abusing functions and powers and advocates “running business in good faith and maintaining the clean, transparent and responsible business philosophy” is the Company’s important policy upon the registration of employees. Meanwhile, to ensure business secret and IPR policy, employees should sign the “Commitments”, warranting they never accept commissions, kickbacks, rebates, cash, loans or other improper benefits from any manufacturer having transaction with the Company, competitor or other manufacturers that are striving for the Company’s business, including but not limited to entertainment, tourism or gift). The Company has also formulated the directors’ interest avoidance system in “Rulesfor Procedurefor Board of DirectorsMeetings”. |
“Ethical Corporate Management Best Practice Principles for Exchange-listed and OTC-listed Companies” are satisfied and there is no material discrepancy. |
|
| II. Fulfillment of ethical corporate management (I) Does the Company evaluate business partners’ ethical records and include ethics-related clauses in the business contracts signed with the counterparties? (II) Does the Company establish an exclusively (or concurrently) dedicated unit under the Board to implement ethical corporate management and report to the Board on a regular basis? (III) Has the Company established policies to prevent conflicts of interest, provide appropriate communication channels, and implement them accordingly? (IV) Does the Company establish effective systems for both accounting and internal control to implement ethical corporate management, and are they audited by either internal auditors or CPAs on a regular basis? (V) Does the company regularly hold internal and external educational pieces oftrainings onoperational integrity? |
V V V V V |
The Company does not accept cash gifts or kickbacks in any transaction with suppliers, in hope that the opposite party could provide a reasonable price and favorable quality. The Company’s HR Department is the exclusively (or concurrently) dedicated unit to implement ethical corporate management. In addition, the Company establishes a favorable internal control system and designates internal auditors, and regularly checks the implementation of various organizations. Upon the registration of a new employee, the HR Department will offer the education to him or her about the Company’s ethical corporate management. Besides, the Company establishes a special legal area on the internal website, to provide relevant legal knowledge for employees. |
“Ethical Corporate Management Best Practice Principles for Exchange-listed and OTC-listed Companies” are satisfied and there is no material discrepancy. |
|
| III. Operation of the whistle-blowing system (I) Does the company establish both a reward/punishment system and an integrity hotline? Can the accused be reached by an appropriate person for follow-ups? (II) Does the Company establish standard operating procedures for the reported matters and the relevant confidential mechanism? (III) Does the company provide proper whistleblower protection? |
V V V |
HR Department should make overall plans and the audit organization should accept all kinds of whistle-blowing. The whistle-blowing and reward systems, investigation standards and protection measures for informer shall be subject to the Company’s Ethical Corporate Management Best Practice Principles and relevant HR provisions. |
“Ethical Corporate Management Best Practice Principles for Exchange-listed and OTC-listed Companies”are |
41
| Evaluation item | Implementation status | Implementation status | Implementation status | Deviations from the Ethical Corporate Management Best Practice Principles for Exchange-listed and OTC-listed Companies andReasonsThereof |
|---|---|---|---|---|
| Yes | No | Description | ||
| satisfied and there is no materialdiscrepancy. |
||||
| IV. Enhanced disclosure of ethical corporate management information (I) Does the Company disclose its ethical corporate management policies and the results of its implementation on the company’s website and MOPS? |
V |
The Company's Ethical Corporate Management Best Practice Principles for Exchange-listed and OTC-listed Companies” and “Code of Ethics” have been disclosed in investor information on the Company's website. The Company also discloses relevant and reliable information on ethical corporate management in the Annual Report and CSR Report. |
Deviations from the Ethical Corporate Management Best Practice Principles for Exchange-listed and OTC-listed Companies are satisfied. |
|
| V. If the Company has established its own ethical corporate management principles based on the Ethical Corporate Management Best Practice Principles for Exchange-listed and OTC- listed Companies, please describe the implementation and any deviations from the Principles: The Company has established the "Ethical Corporate Management Best-practice Principles" and implements and complies with them. No deviation has been found. |
||||
| VI. Other important information to facilitate a better understanding of the Company's ethical corporate management (e.g., review of and amendments to ethical corporate management policies) 1. The Company adheres to the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, and relevant regulations in relation to the exchange-listed and OTC-listed companies and other related business law and regulations, as the foundation for ethical corporate management. 2. The Company’s “Rules for Procedure for Board of Directors Meetings” clearly outlined the directors’ interest avoidance system. Directors should excuse him or herself in relation to matters which directly related to themselves or any juristic person which they represent. If the matter is harmful to the Company's interests, it shall be properly explained and answered at the Board meeting. The Director is abstained from discussion or vote nor vote on behalf of another Director in this regard. 3. The Company has established the "Management Measures against Insider Trading " to stipulate that the Directors, managers and employees shall not disclose the internal material information to other parties. It is not allowed to inquire or collect information from persons who are aware of material information within the Company that is not related to personal duties.Itis alsonot allowed to disclose to otherpeople that privateinformationacquired due to the business execution,inwhichthe Company doesnot disclose theinformation. |
(VIII) The inquiry method about the Company's corporate governance best practice principles and related regulations
-
The Company’s website: http://www.sfworldwide.com Disclose and update information regularly.
-
Information on the Company’s website is collected and maintained by a specially assigned person. The regulations such as “Corporate Governance Best Practice Principles” are disclosed on the website for reference.
-
(IX) Other Information Providing a Better Understanding of the Company's Corporate Governance Status: None.
42
- (X) Implementation of Internal Control System
1. Statement of Internal Control System
Standard Foods Corporation
Statement on Internal Control
Date: March 22, 2021
The Company hereby states the results of the self-evaluation of the internal control system for 2020 as follows:
-
I. The Company acknowledges that it is the responsibility of the Board of Directors and managerial officers to establish, implement, and maintain the established internal control system. Its purpose is to reasonably ensure that operational effectiveness and efficiency (including profit, performance, and asset safety) and reporting are reliable, timely, and transparent, as well as to ensure compliance with relevant regulations and laws.
-
II. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its 3 stated objectives above. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond control. Nevertheless, the internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.
-
III. The Company evaluates the design and operating effectiveness of the internal control system based on the criteria provided in the "Regulations Governing the Establishment of Internal Control Systems by Public Companies" (hereafter as the "Regulations"). The criteria adopted by the Regulations identify 5 components of internal control based on the process of management control: 1. control environment; 2. risk assessment; 3. control activities; 4. information and communication; and 5. monitoring operations. Each key component includes several items. Please refer to the Regulations for the aforementioned items.
-
IV. The Company has evaluated the design and operating effectiveness of the internal control system according to the above criteria.
-
V. Based on the results of the determination in the preceding paragraph, the Company believes that, as of December 31, 2020, the internal control system (including the supervision and management of subsidiaries), including the design and implementation of the internal control system relating to the effectiveness and efficiency of the operations, reliability, timeliness, and transparency of reporting, and compliance with applicable laws and regulations, is effective and can reasonably assure the achievement of the foregoing goals.
-
VI. This statement is an integral part of the Company's annual report and prospectus and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
-
VII. This statement was approved by the Board of Directors on Mar. 22, 2021, and none of the seven Directors in attendance objected to it and all consented to the content expressed in this statement.
Standard Foods Corporation
Chairman: Ter-Fung Tsao Signature or seal General Manager: Arthur Tsao Signature or seal
43
2. If a CPA has been hired to carry out a project review of the internal control system, the CPA audit report shall be disclosed: None.
- (XI) Penalties imposed upon the Company and its employees in accordance with the law, penalties imposed by the Company upon its employees for the violation of the internal control system, principal deficiencies, and improvement status during the most recent year up to the date of publication of the Annual Report: None.
(XII) Major Resolutions of Board of Shareholders and Board of Directors During the Most Recent Year Up to the Date of Publication of the Annual Report: Major Resolutions of 2020 Shareholders' General Meeting and Implementation Status:
In the year 2020 and up to the date of publication of the annual report, the Company has convened one shareholders’ general meeting. The Company’s 2020 shareholders’ general meeting was held on Jun. 16, 2020. The summary of matters approved via resolution is as follows:
| Matters Approved | Implementation Status |
|---|---|
| (1) Approval of 2019 Business Report and Financial Statements |
Upon the approval in shareholders’ general meeting of the proposal via a resolution, the relevant statistical forms were declared to competent authority accordingto regulations. |
| (2) Approval of the Distribution of Earnings for 2019 |
Upon the approval in shareholders’ general meeting of the proposal via a resolution, the cash dividends of NT$ 2.65/ share (totally 2,424,987,417) were distributed, with the ex-dividend base date of Jul. 22, 2020. The dividends weregranted on Aug. 12,2020. |
| (3) Approval of the Amendment to the "Procedures for Making of Endorsements/Guarantees." |
Upon the approval in shareholders’ general meeting of the proposal via a resolution, the declaration of relevant information of shareholders' meeting on Market Observation Post System was completed on Jun. 16,2020. |
| (4) Approval of the Amendment to the “Procedures for Loaning of Funds to Others.” |
Upon the approval in shareholders’ general meeting of the proposal via a resolution, the declaration of relevant information of shareholders' meeting on Market Observation Post System was completed on Jun. 16,2020. |
44
1. Major Resolutions of the Board Meetings in the Most Recent Period and the Implementation are as follows:
| Date | Major resolution matters |
|---|---|
| March 18, 2020 (5thRegular Meeting of the 13th Term) |
1. The resolution on the Business Plan and Budget for 2020 was passed. 2. The resolution on the cooperation with the accounting firm's internal rotation mechanism to change the CPA for checking the financial report was passed. 3. The resolution on Financial Report and Consolidated Financial Statements for 2019 was passed. 4. The resolution on 2019 Internal Control System Statement was passed. 5. The resolution on 2019 Profit Distribution was passed. 6. The resolution on preparation and adjustment of the design and implementation instructions for the internal control system in the financial reports by the company was passed. 7. The resolution on distribution of compensation of employees and Directors and Supervisors in 2019 was passed. 8. The resolution on 2019 performance evaluation of directors and managerial officers was passed. 9. The resolution on the date and agenda and other related matters of 2020 shareholders' general meeting of the company was passed. 10. The proposal of the removal of the director's non-compete clause was passed. 11. The resolution on the establishment of Standard Foods LLC. (USA), a subsidiary of the company was passed. 12. Theproposal of fundingloan toChinaSubsidiarieswas passed. |
| March 31, 2020 (6thRegular Meeting of the 13th Term) |
1. The resolution on the addition of the position of the Chief Investment Officer was passed. 2. The resolution on having the position of General Manager served by the Chief Executive Officerwas passed. |
| May 6, 2020 (7thRegular Meeting of the 13th Term) |
The consolidated financial statements for the first quarter of 2020 were passed. |
| Jun. 17, 2020 (8thRegular Meeting of the 13th Term) |
1. The proposal of “Application to Mega Bank for the Extension of Line of Credit” was passed. 2. The proposal of providing an endorsement for its subsidiary Standard Beverage Ltd. for application of bank line of credit. 3. The proposal of terminating the operation of Le Bonta Wellness International Co. was passed. 4. The proposal of the relevant affairs on determining the ex-dividend date andpayment date of cash dividends for 2019 waspassed. |
| Aug 7, 2020 (9thRegular Meeting of the 13th Term) |
1. The proposal on the application for the extension of the credit line from China Trust Commercial Bank was passed. 2. The consolidated financial statements for the second quarter of 2020 were passed. 3. The proposal on engaging in the repo-to-maturity (abbreviation: RP) via principle guaranteed notes (abbreviation: PGN) and foreign currency debentures was passed. 4. The proposal onchanging ofFinancial Officer, Accounting Manager and Corporate Governance Officerof the Company. |
45
| Date | Major resolution matters | |
|---|---|---|
| Nov 12, 2020 (10thRegular Meeting of the 13th Term) |
1. 2. 3. 4. 5. 6. 7. 8. 9. |
The proposal on the regular evaluation of the independence and competency of CPAs was passed. The proposal on the remuneration for the CPAs for 2020 was passed. The consolidated financial statements for the first quarter of 2020 were passed. The proposal on increasing and revising internal control systems was passed – “Management for the Preparation Process of Financial Statements”, “Procedure for the Judgment of Accounting Specialty and Process for the Changes to Accounting Policies and Estimates” and “SOP for Sales Return”. The proposal for the Company's “Annual Audit Plan” for 2021 was passed. The proposal for the fund loan to the subsidiary Standard Beverage Ltd. was passed. The proposalon revisingthe Company’s workingmeasures was passed. 1. Rules of Organization of the AuditCommittee 6. Corporate Social Responsibility Best PracticePrinciples 2. Rules on the Scope of Duties of Independent Directors 7. Measures on Performance Appraisalof Board of Directors 3. Regulations of Compensation and Remuneration Committee 8. Code of Ethical Conduct 4. Rules of Procedure for Board Meeting 9. Code of Integrity Operation 5. Code of Practice for Corporate Governance The Company extended a short-term comprehensive line of credit and foreign exchanges by applying to Citibank Taiwan. Financial derivatives transaction limits. The Company extended its line of credit by applying to Taipei Branch, HSBCBank(Taiwan)Limited. |
| Mar 22, 2021 (11thRegular Meeting of the 13th Term) |
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. |
The Business Plan and Budget for 2021 was passed. The Annual Financial Report and Consolidated Financial Statements for 2020 were passed. The Internal Control System Declaration for 2020 was passed. The Distribution of Earnings for 2020 was passed. The Performance Appraisal of the Board of Directors for 2020 was passed. The Remuneration Distribution of Directors and Employees for 2020 was passed. The date, agenda and relevant matters of the general shareholders’ meeting for 2021 were passed. The appointment of the Company’s Accounting Manager, Corporate Governance Officer and Financial Officer of the Company was passed. The Company extended the line of credit by applying to Chang Hwa Bank. The Company extended the line of credit by applying to Mega Bank. The Company extended the line of credit by applying to ANZ Bank and derivative line for hedging purposes. The Company extended the line of credit for its subsidiary Standard Beverage Ltd. by applying to ANZ Bank. |
46
| Date | Major resolution matters | |
|---|---|---|
| 13. | The Company extended the line of credit for its subsidiary Standard | |
| Beverage Ltd. by applying to Bank SinoPac. | ||
| 14. | The Company passed the proposal on the fund loan to subsidiary | |
| Dermalab. | ||
| 15. | The Company passed the application for the opening and establishment | |
| of overseas institution free trade non-resident (Free Trade Non-resident, | ||
| FTN for short) and NRA (Non-Resident Account) NT$ basic account | ||
| through making an application to OCBC Wing Hang. | ||
| 16. | The Company passed the application for relevant banking businesses | |
| including group liquidity management and multi-functional cross-border | ||
| two-way NT$ capital pool through making application to OCBC Wing | ||
| Hang. | ||
| 17. | Participation in the listing termination of the issuance of overseas | |
| depositary receipts (ODRs) of the Company was passed. | ||
| 18. | The Company approved the amendment of part of the items of the | |
| Company's "Articles of Incorporation". |
(XIII) Major contents of any dissenting opinions on record or stated in a written statement made by Directors or Supervisors regarding key resolutions of the Board of Directors' meeting during the most recent year up to the publication date of the Annual Report: None.
(XIV) A summary of resignations and dismissals of the company's chairman, general manager, accounting manager, financial manager, chief internal auditor, corporate governance officer or research and development officer during the most recent fiscal year up to the date of publication of the Annual Report:
| Title | Name | Date of Assumption of Duty |
Date of Dismissal |
Reasons for Resignation or Dismissal |
| General Manager | Yao Steven Yih Chun |
2017.05.01 | 2020.04.01 | Transferred as the Investment Officer |
| Accounting Manager Financial Officer Corporate Governance Officer |
Chris Hong | 2015.09.30 | 2020.08.24 | Retirement |
| R&D Manager | Young Wang | 2019.09.01 | 2021.03.31 | Retirement |
| Accounting Manager Financial Officer Corporate Governance Officer (Temporary) |
Smart Hsu | 2020.08.24 | 2021.02.28 | Resignation |
| Accounting Manager | Jimmy Chen | 2021.02.28 | 2021.03.05 | Change of Position |
47
IV. Information Regarding Audit Fee
Range of CPA professional fees
| CPA firm | CPA firm | Name of CPAs | Name of CPAs | Auditperiod | Auditperiod | Auditperiod | Remarks | Remarks |
|---|---|---|---|---|---|---|---|---|
| Deloitte & Touche |
CPA Tse-Li Kung |
CPA Chen Jhih Yuan |
2020.01-2020.12 | |||||
| Unit: NTD | ||||||||
| Range of fees | Category of fees | Audit fee |
Non-audit fee |
Total | ||||
| 1 | UnderNT$2,000,000 | V | ||||||
| 2 | NT$2,000 thousand(inclusive)- | NT$4,000 thousand | ||||||
| 3 | NT$4,000thousand (inclusive)- | NT$6,000thousand | V | |||||
| 4 | NT$6,000 thousand(inclusive)- | NT$8,000 thousand | V | |||||
| 5 | NT$8,000,000 (inclusive)~NT$10,000,000 | |||||||
| 6 | Over NT$10,000,000(inclusive) |
The company must disclose the following situations should they have taken place:
- (I) Disclosure of audit and non-audit fees as well as non-audit services where the non-audit fees paid to the certified public accountants, the independent certified public accounting firm and/or its affiliates account for 25% or more of the audit fees:
Unit: thousand NT$
| CPA firm |
Name of CPAs |
Audit fee |
Non-audit fee | Non-audit fee | CPA audit period |
Remarks | |||
|---|---|---|---|---|---|---|---|---|---|
| System Design |
Business registration |
Human Resource |
Others | Sub- total |
|||||
| Deloitte & Touche |
Tse-Li Kung |
5,945 | - |
- | - | 1,000 | 1,000 | 2020.01- 2020.12 |
Including non- audit services such as CSR report confirmation and transfer pricing report. |
-
(II) Where the CPA firm was replaced, and the audit fees in the fiscal year when the replacement was made were less than that in the previous fiscal year before replacement, the amount of audit fees paid before replacement and reasons for paying this amount shall be disclosed: Not applicable.
-
(III) Where the audit fee paid for the year was more than 15% less than that of the previous year, the amount, proportion, and cause of the reduction shall be disclosed: Not applicable.
48
V. Information About Replacement of CPA:
- (I) Former CPAs
| Date of Replacement | January 2020 | January 2020 | January 2020 | January 2020 | January 2020 |
|---|---|---|---|---|---|
| Replacement Reasons and Explanations |
Internal job adjustments of Deloitte & Touche | ||||
| Termination by the Company or the CPAs |
Party Condition |
CPA |
Client | ||
| Termination bythe Company | N/A | ||||
| Termination bythe CPAs | |||||
| Unqualified opinion of issuance in the latest 2 years Opinions and reasons other than the audit report |
N/A | ||||
| Deviation from the Issuer | Yes | Accounting principles or practices | |||
| Disclosure of financial statements | |||||
| Audit scope or steps | |||||
| Others | |||||
| None | V | ||||
| Remark | |||||
| Other Revealed Matters (Additional Disclosures under Item 1-4 to Item 1-7, Subparagraph 6, Article 10 of the Guideline) |
None |
- (II) Successive CPAs
| Successive CPAs | |
|---|---|
| Name of CPA Firm | Deloitte & Touche |
| Name of CPAs | CPAs Tse-Li Kung, Chen Jhih Yuan |
| Date of Appointment | January 2020 |
| Inquiries into Accounting Treatments or Principles for Specific Transactions and Possible Opinions on Financial Statements before Appointment |
N/A |
| Succeeding CPA's written opinion of disagreement toward the former CPA |
N/A |
(III) Former CPAs' Reply to Disclosures under Items 1 and 2-3, Subparagraph 6, Article 10 of the Guidelines: N/A.
VI. Information About Chairman, General Manager, and Financial or Accounting Manager of the Company Who Has Worked with the CPA Firm or Affiliate to Said Firm in the Most Recent Year: None.
49
VII. Any Transfer of Equity Interests and Pledge of or Change in Equity Interests by a Director, Supervisor, Manager, or Shareholder with a Stake of More Than 10 Percent in the Most Recent Year and up to the Date of Publication of the Annual Report:
(I) Share changes by directors, supervisors, managers, and major shareholders
Unit: Share
| Unit: Share | Unit: Share | ||||
|---|---|---|---|---|---|
| Title | Name | 2020 | As of April 13 of the currentyear |
||
| Change in Number of Shares Held |
Change in Number of Shares Pledged |
Change in Number of Shares Held |
Change in Number of Shares Pledged |
||
| Chairman | Mu Te Investment Co., Ltd. Representative: Ter-FungTsao |
0 | 0 |
0 |
0 |
| Directors | Mu Te Investment Co., Ltd. Representative: Jason Hsuan |
||||
| Directors | Mu Te Investment Co., Ltd. Representative: WendyTsao |
||||
| Directors | Charng Hui Ltd. Representative: Arthur Tsao |
0 | 0 |
0 |
0 |
| Independent Director |
Ben Chang | 0 | 0 |
0 |
0 |
| Independent Director |
George Chou | 0 | 0 |
0 |
0 |
| Independent Director |
Daniel Chiang | 0 | 0 |
0 |
0 |
| CEO & General Manager |
Arthur Tsao | 0 | 0 |
0 |
0 |
| Chief Investment Officer |
Yao Steven Yih Chun | 0 | 0 |
0 |
0 |
| Shareholders of 10% above |
Ter-Fung Tsao |
0 | 0 |
0 |
0 |
| Shareholders of 10% above |
Chia Chieh Investment Co., Ltd. Trust PropertyAccount |
0 | 0 |
0 |
0 |
| Accounting Manager Financial Officer Corporate Governance Officer |
Chris Hong (Retirement date: August 24, 2020) |
(1000) | 0 |
0 |
0 |
| R&D Manager | Young Wang (Retirement date: March 31,2021) |
0 | 0 |
0 |
0 |
| Accounting Manager Financial Officer Corporate Governance Officer (Temporary) |
Smart Hsu (Inauguration date: August 24, 2020) (Termination date: February 28, 2021) |
0 | 0 |
0 |
0 |
| Corporate Governance Officer Accounting Manager |
Jimmy Chen (Inauguration date: February 28, 2021) (Inauguration date: February 28, 2021) (Termination date: March 5,2021) |
0 | 0 |
0 |
0 |
50
| Title | Name | 2020 | 2020 | As of April 13 of the currentyear |
As of April 13 of the currentyear |
|---|---|---|---|---|---|
| Change in Number of Shares Held |
Change in Number of Shares Pledged |
Change in Number of Shares Held |
Change in Number of Shares Pledged |
||
| Financial Officer | Lynn Lee (Inauguration date: February28,2021) |
0 | 0 |
0 |
0 |
| Accounting Manager | Thomas Huang (Inauguration date: March 5,2021) |
0 | 0 |
0 |
0 |
(II) Information of Stock transfers to related parties: None.
(III) Information of pledge of stock rights to related parties: None.
51
VIII. Information About the Relationship Among the Company's 10 Largest Shareholders
| April 13,2021 Unit: Share,% | April 13,2021 Unit: Share,% | April 13,2021 Unit: Share,% | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Name (Note 1) |
Current Shareholding | Spouse & Minor Shareholding |
Shareholding by Nominees |
Name and relationship among top ten shareholders with anyone who is a related party or the spouse, or a relative within the second degree of kinship (Note3) |
Remarks | ||||
| Shares | Shareholding ratio% (note2) |
Shares |
Share- Holding Ratio % |
Shares | Share- Holding Ratio % |
Item | Nature of Relationships |
||
| Mu Te Investment Co., Ltd. Trust Property Account Representative: Ter-Fung Tsao |
157,008,400 | 17.16 | 0 | 0 | 0 | 0 | Ter-Fung Tsao | Chairman of Mu Te | |
| Chia Yun Investment Co., Ltd. Trust PropertyAccount |
The chairman of Mu Te Company is the director of Chia YunCompany |
||||||||
| Chia Chieh Investment Co., Ltd. Trust PropertyAccount |
The chairman of Mu Te Company is the director of Chia ChiehCompany |
||||||||
| Mu Te Investment Co.,Ltd. |
Mu Te Company is thetrustee |
||||||||
40,848,203 |
4.46 | 0 | 0 | 22,651,211 | 2.48 | Chia Yun Investment Co., Ltd. Trust PropertyAccount |
Being the director of Chia Yun Company |
||
| Chia Chieh Investment Co., Ltd. Trust PropertyAccount |
Being the director of Chia Chieh Company |
||||||||
| Mu Te Investment Co.,Ltd. |
Being the chairman of MuTe Company |
||||||||
| Chia Yun Investment Co., Ltd. Trust Property Account Representative: Ter-Fung Tsao |
133,125,408 | 14.55 |
0 | 0 | 0 | 0 | Ter-Fung Tsao | Being the director of Chia Yun Company |
|
| Mu Te Investment Co., Ltd. Trust Property Account |
The chairman of Chia Yun Company is the director of Mu Te Company |
||||||||
| Chia Chieh Investment Co., Ltd. Trust Property Account |
The chairman of Chia Yun Company is the director of Chia Chieh Company |
||||||||
| Mu Te Investment Co., Ltd. |
The chairman of Chia Yun Company is the director of Mu Te Company |
||||||||
40,848,203 |
4.46 | 0 | 0 | 22,651,211 | 2.48 | Chia Yun Investment Co., Ltd. Trust PropertyAccount |
Being the director of Chia Yun Company |
||
| Chia Chieh Investment Co., Ltd. Trust PropertyAccount |
Being the director of Chia Chieh Company |
||||||||
| Mu Te Investment Co., Ltd. |
Being the chairman of Mu Te Company |
52
| Name (Note 1) |
Current Shareholding | Current Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominees |
Shareholding by Nominees |
Name and relationship among top ten shareholders with anyone who is a related party or the spouse, or a relative within the second degree of kinship (Note3) |
Name and relationship among top ten shareholders with anyone who is a related party or the spouse, or a relative within the second degree of kinship (Note3) |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Shares | Shareholding ratio% (note2) |
Shares |
Share- Holding Ratio % |
Shares | Share- Holding Ratio % |
Item | Nature of Relationships |
||
| Chia Chieh Investment Co., Ltd. Trust Property Account Representative: Siao Siou Jhen |
108,503,160 | 11.86 |
0 | 0 | 0 | 0 | Ter-Fung Tsao | Being the director of Chia Chieh Company |
|
| Mu Te Investment Co., Ltd. Trust Property Account |
The chairman of Chia Chieh Company is the director of Mu Te Company |
||||||||
| Chia Yun Investment Co., Ltd. Trust Property Account |
The chairman of Chia Chieh Company is the director of Chia YunCompany |
||||||||
| Mu Te Investment Co., Ltd. |
The chairman of Chia Chieh Company is the director of Mu Te Company |
||||||||
5,871 |
0.00 | 0 | 0 | 0 | 0 | Mu Te Investment Co., Ltd. Trust PropertyAccount |
Being the director of Mu Te Company |
||
| Chia Yun Investment Co., Ltd. Trust PropertyAccount |
Being the director of Chia Yun Company |
||||||||
| Mu Te Investment Co., Ltd. |
Being the director of Mu Te Company |
||||||||
| Nan Shan Life Insurance Company, Ltd. Representative: Chen Tang |
46,506,000 | 5.08 | 0 | 0 | 0 | 0 | - | - | |
0 |
0.00 | 0 | 0 | 0 | 0 | - | - | ||
| Ter-Fung Tsao | 40,848,203 | 4.46 | 0 | 0 | 22,651,211 | 2.48 | Mu Te Investment Co., Ltd. Trust PropertyAccount |
Being the chairman of Mu Te Company |
|
| Chia Yun Investment Co., Ltd. Trust PropertyAccount |
Being the director of Chia Yun Company |
||||||||
| Chia Chieh Investment Co., Ltd. Trust PropertyAccount |
Being the director of Chia Chieh Company |
||||||||
| Mu Te Investment Co., Ltd. |
Being the chairman of Mu Te Company |
53
| Name (Note 1) |
Current Shareholding | Current Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominees |
Shareholding by Nominees |
Name and relationship among top ten shareholders with anyone who is a related party or the spouse, or a relative within the second degree of kinship (Note3) |
Name and relationship among top ten shareholders with anyone who is a related party or the spouse, or a relative within the second degree of kinship (Note3) |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Shares | Shareholding ratio% (note2) |
Shares |
Share- Holding Ratio % |
Shares | Share- Holding Ratio % |
Item | Nature of Relationships |
||
| Bright Investment Company Ltd. Representative: Tseng Chu Wun |
33,039,081 | 3.61 | 0 | 0 | 0 | 0 | - | - | |
163,822 |
0.02 | 0 | 0 | 0 | 0 | - | - | ||
| Mu Te Investment Co., Ltd. Representative: Ter-Fung Tsao |
22,650,057 | 2.48 | 0 | 0 | 0 | 0 | Ter-Fung Tsao | Being the chairman of Mu Te Company |
|
| Mu Te Investment Co., Ltd. Trust PropertyAccount |
Mu Te Company is the trustee |
||||||||
| Chia Yun Investment Co., Ltd. Trust PropertyAccount |
The chairman of Mu Te Company is the director of Chia YunCompany |
||||||||
| Chia Chieh Investment Co., Ltd. Trust PropertyAccount |
The chairman of Mu Te Company is the director of Chia ChiehCompany |
||||||||
40,848,203 |
4.46 | 0 | 0 | 22,651,211 | 2.48 | Mu Te Investment Co., Ltd. Trust PropertyAccount |
Being the chairman of Mu Te Company |
||
| Chia Yun Investment Co., Ltd. Trust PropertyAccount |
Being the director of Chia Yun Company |
||||||||
| Chia Chieh Investment Co., Ltd. Trust PropertyAccount |
Being the director of Chia Chieh Company |
||||||||
| Lin Junyao | 12,140,000 | 1.33 | 0 | 0 | 0 | 0 | - | - | |
| Fubon Life Insurance Co., Ltd. Representative: Tsai Ming Hsing |
10,660,815 | 1.17 | 0 | 0 | 0 | 0 | - | - | |
0 |
0 | 0 | 0 | 0 | 0 | - | - | ||
| Dedicated investment account of Norges Bank in custody of CitiBank (Taiwan) |
7,187,799 | 0.79 | 0 | 0 | 0 | 0 | - | - |
Note 1: The top ten shareholders' names shall be identified separately (in the case of corporate shareholders, the corporate shareholders' names and representatives' names shall be identified separately).
Note 2: The ratio of shareholding is calculated in terms of own shareholdings, shares held by spouse & children under age or shareholdings under the title of a third party respectively.
Note 3: Relationship between the aforementioned shareholders (including juristic and natural persons) shall be disclosed according to Regulations Governing the Preparation of Financial Reports by Securities Issuers.
54
IX. Shareholding Status of the Same Reinvestment Business by the Company, Directors, Supervisors, and Companies Directly or Indirectly Controlled by the Company:
| Company: | ||||||
|---|---|---|---|---|---|---|
| April 30,2021;Unit: Share | ||||||
| Reinvestment Businesses (Note 1) | Ownership by the Company |
Investment by the directors, the supervisors, the managers, or another business that is controlled by the Company directly or indirectly |
Total Ownership | |||
| Shares | Percentage of Ownership |
Shares |
Percentage of Ownership |
Shares | Percentage of Ownership |
|
| Standard DairyProducts Taiwan Ltd. | 30,000,000 | 100% | - | - | 30,000,000 | 100% |
| Standard Beverage Ltd. | 7,907,000 | 100% | - | - | 7,907,000 | 100% |
| CharngHui Ltd. | 24,100,000 | 100% | - | - | 24,100,000 | 100% |
| Domex TechnologyCorporation | 10,374,399 | 52% | - | - | 10,374,399 | 52% |
| Le Bonta Wellness International Corporation | N/A (Note 2) |
100% | - | - | N/A (Note 2) |
100% |
| Standards Foods, LLC. | N/A (Note 2) |
100% | - | - | N/A (Note 2) |
100% |
| Accession Ltd. | 123,600,000 | 100% | - | - | 123,600,000 | 100% |
| Dermalab S.A. | - | - | 2,600 | 100% | 2,600 | 100% |
| Shanghai Standard Foods Co., Ltd. | - | - | N/A (Note 2) |
100% | N/A (Note 2) |
100% |
| Shanghai Le Ben De Health Technology Co., Ltd. |
- | - | N/A (Note 2) |
100% | N/A (Note 2) |
100% |
| Swissderma,SL | - | - | 3,000 | 100% | 3,000 | 100% |
| Standard Investment(Cayman)Ltd. | 150,124,815 | 100% | - | - | 150,124,815 | 100% |
| Standard Corporation(HongKong)Limited. | - | - | 150,050,815 | 100% | 150,050,815 | 100% |
| Standard Investment (China) Ltd. | - | - | N/A (Note 2) |
99% | N/A (Note 2) |
99% |
| Standard Foods (China) Ltd. | - | - | N/A (Note 2) |
100% | N/A (Note 2) |
100% |
| Shanghai Dermalab Corporation | - | - | N/A (Note 2) |
100% | N/A (Note 2) |
100% |
| Le Bonta Wellness Co., Ltd. | N/A (Note 2) |
51% | N/A (Note 2) |
49% | N/A (Note 2) |
100% |
| Standard Foods (Xiamen) Co., Ltd. | - | - | N/A (Note 2) |
100% | N/A (Note 2) |
100% |
| Shanghai Le Ho Industrial Co., Ltd. | - | - | N/A (Note 2) |
100% | N/A (Note 2) |
100% |
| Shanghai Le Min Industrial Co., Ltd. | - | - | N/A (Note 2) |
100% | N/A (Note 2) |
100% |
Note 1: Investment using the equity method by the Company.
Note 2: It is a limited company with no issued shares.
55
Chapter 4. Fund Raising Status
I. Capital and Shares
(I) Source of Capital
- Source of Capital
| Month / Year |
Par Value |
Authorized Capital | Authorized Capital | Paid-inCapital | Paid-inCapital | Remarks | Remarks | |
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Source of Capital | Capital Increase by Assets Other thanCash |
Others |
||
| June 1986 | 100 | 50,000 | 5,000,000 |
47,883 |
4,788,300 |
Establishment | None | June 6, 1986 J.T.S. (75) G.S.Z. No. 2799 |
| June 1986 | 100 | 50,000 | 5,000,000 |
47,884 |
4,788,400 |
Capital increase by cash NT$ 100 | None | June 27, 1986 J.T.S. (75) G.S.Z. No.3149 |
| September 1986 |
100 | 150,000 | 15,000,000 |
150,000 |
15,000,000 |
Capital increase by cash NT$ 10,211,600 | None | September 22, 1986 J.T.S (75) G.S.Z.No.4718 |
| April 1988 | 100 | 450,000 | 45,000,000 |
450,000 |
45,000,000 |
Earnings were transferred to capital increase of NT$30,000,000 |
None | April 9, 1988 J.T.S. (77) G.S.Z. No.1831 |
| May 1990 | 10 | 16,200,000 | 162,000,000 |
16,200,000 |
162,000,000 |
Earnings were transferred to capital increase of NT$117,000,000 |
None | May 16, 1990 J.T.S. (79) M.Z. No.3425 |
| July 1991 | 10 | 19,440,000 | 194,400,000 |
19,440,000 |
194,400,000 |
Earnings were transferred to capital increase of NT$32,400,000 |
None | May 15, 1991 (1991) T.C.Z.(I) Letterof No.00935 |
| March 1992 |
10 | 30,715,200 | 307,152,000 |
30,715,200 |
307,152,000 |
Capital increase by cash NT$ 48,600,000 Earnings were transferred to capital incre ase of NT$64,152,000 |
None | February 17, 1992 (1992) T.C.Z. (I) Letter of No. 00269 |
| July 1993 | 10 | 43,001,280 | 430,012,800 |
43,001,280 |
430,012,800 |
Earnings were transferred to capital increase of NT$122,860,800 |
None | April 13, 1993 (1993) T.C.Z. (I)Letterof No.00771 |
| February 1994 |
10 | 60,201,792 | 602,017,920 |
60,201,792 |
602,017,920 |
Earnings were transferred to capital increase of NT$172,005,120 |
None | January 14, 1994 (1994) T.C.Z. (I)Letter of No. 49242 |
| March 1995 |
10 | 84,833,857 | 848,338,570 |
84,833,857 |
848,338,570 |
Earnings were transferred to capital increase of NT$ 240,807,170 Employee bonus was transferred to capital increase of NT$5,513,480 |
None | January 7, 1995 (1995) T.C.Z.(I) Letter of No. 52905 |
| February 1996 |
10 | 119,116,843 | 1,191,168,430 |
119,116,843 |
1,191,168,430 |
Earnings were transferred to capital increase of NT$ 339,335,420 Employee bonus was transferred to capital increase of NT$3,494,440 |
None | December 4, 1995 (1995) T.C.Z.(I) Letter of No. 62578 |
| March 1997 |
10 | 167,205,291 | 1,672,052,910 |
167,205,291 |
1,672,052,910 |
Earnings were transferred to capital increase of NT$ 476,467,380 Employee bonus was transferred to capital increase of NT$ 4,417,100 |
None | December 24, 1996 (1996) T.C.Z. (I) Letter of No. 74787 |
- 56 -
| Month / Year |
Par Value |
Authorized Capital | Authorized Capital | Paid-inCapital | Paid-inCapital | Remarks | Remarks | |
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Source of Capital | Capital Increase by Assets Other thanCash |
Others |
||
| March 1998 |
10 | 330,000,000 | 3,300,000,000 |
209,470,236 |
2,094,702,360 |
Earnings were transferred to capital increase of NT$ 418,013,220 Employee bonus was transferred to capital increase of NT$4,636,230 |
None | December 16, 1997 (1997) T.C.Z.(I) Letter of No. 92147 |
| February 1999 |
10 | 330,000,000 | 3,300,000,000 |
262,360,651 |
2,623,606,510 |
Earnings were transferred to capital increase of NT$ 523,675,590 Employee bonuses were transferred to capital increase of NT$5,228,560 |
None | December 28, 1998 (1998) T.C.Z. (I) Letter of No. 106085 |
| February 2000 |
10 | 330,000,000 | 3,300,000,000 |
302,264,506 |
3,022,645,060 |
Earnings were transferred to capital increase of NT$ 393,540,980 Employee bonuses were transferred to capital increase of NT$5,497,570 |
None | December 24, 1999 (1999) T.C.Z. (I) Letter of No. 109947 |
| February 2001 |
10 | 330,000,000 | 3,300,000,000 |
320,918,442 |
3,209,184,420 |
Earnings were transferred to capital increase of NT$ 181,358,710 Employee bonuses were transferred to capital increase of NT$5,180,650 |
None | January 2, 2001 (2001) T.C.Z. (I) Letter of No. 103971 |
| August 2009 |
10 | 330,000,000 | 3,300,000,000 |
322,523,034 |
3,225,230,340 |
Earnings were transferred to capital increase of NT$16,045,920 |
None | July 3, 2009 J.G.Z.F.Z. Letter of No.0980033057 |
| August 2010 |
10 | 380,000,000 | 3,800,000,000 |
370,901,489 |
3,709,014,890 |
Earnings were transferred to capital increase of NT$483,784,550 |
None | July 5, 2010 J.G.Z.F.Z. Letter of No. 0990034588 |
| August 2011 |
10 | 480,000,000 | 4,800,000,000 |
463,626,861 |
4,636,268,610 |
Earnings were transferred to capital increase of NT$ 927,253,720 |
None | 100.07.04 J.G.Z.F.Z. Letter of No.1000030659 |
| August 2012 |
10 | 580,000,000 | 5,800,000,000 |
574,897,307 |
5,748,973,070 |
Earnings were transferred to capital increase of NT$1,112,704,460 |
None | June 26, 2012 J.G.Z.F.Z. Letterof No.1010027983 |
| July 2013 | 10 | 680,000,000 | 6,800,000,000 |
661,131,903 |
6,611,319,030 |
Earnings were transferred to capital increase of NT$862,345,960 |
None | July 2, 2013 J.G.Z.F.Z. Letter of No.1020025191 |
| August 2014 |
10 | 740,000,000 | 7,400,000,000 |
720,633,774 |
7,206,337,740 |
Earnings were transferred to capital increase of NT$595,018,710 |
None | July 11, 2014 J.G.Z.F.Z. Letter of No.1030026432 |
| August 2015 |
10 | 800,000,000 | 8,000,000,000 |
792,697,151 |
7,926,971,510 |
Earnings were transferred to capital increase of NT$ 720,633,770 |
None | July 29, 2015 J.G.Z.F.Z. Letter of No.1040028838 |
| August 2016 |
10 | 880,000,000 | 8,800,000,000 |
879,893,837 |
8,798,938,370 |
Earnings were transferred to capital increase of NT$871,966,860 |
None | September 1, 2016 J.S.S.Z. Letterof No.10501215010 |
| September 2017 |
10 | 920,000,000 | 9,200,000,000 |
915,089,591 |
9,150,895,910 |
Earnings were transferred to capital increase of NT$351,957,540 |
None | September 4, 2017 J.S.S.Z. Letterof No.10601126490 |
- 57 -
2. Share Type
| . Share Type | ||||
|---|---|---|---|---|
| Share Type | Authorized Capital | Remarks | ||
| Issued Shares (Shares of listed companies) |
Unissued Shares | Total | ||
| Registered Common Shares |
915,089,591 | 4,910,409 | 920,000,000 |
3. Information for Declaration System: None.
(II) Status of Shareholders
| (II) Status of Shareholders | (II) Status of Shareholders | (II) Status of Shareholders | (II) Status of Shareholders | (II) Status of Shareholders | (II) Status of Shareholders | (II) Status of Shareholders |
|---|---|---|---|---|---|---|
| Apr 13,2021 | ||||||
| Structure Item |
Government Agencies |
Financial Institutions |
Other Institutional Shareholders |
Domestic Natural Persons |
Foreign Institutions and Natural Persons |
Total |
| Number of shareholders | 0 | 20 |
193 |
61,313 |
276 | 61,802 |
| Number of Shares Held | 0 | 70,595,107 |
481,262,328 | 291,036,805 | 72,195,351 |
915,089,591 |
| Percentage of Ownership | 0.00% |
7.71% | 52.60% | 31.80% | 7.89% | 100.00% |
(III) Distribution of Shares
| (III) Distribution of Shares | |||
|---|---|---|---|
| NT$10 pershareApril 13,2021 | |||
| Range of Shares | Number of Shareholders |
Number of Shares Held | Shareholding Ratio % |
| 1-999 | 14,700 | 3,232,053 | 0.35% |
| 1,000-5,000 | 37,621 | 76,062,952 | 8.32% |
| 5,001-10,000 | 5,362 | 40,968,815 | 4.48% |
| 10,001-15,000 | 1,524 | 19,253,792 | 2.10% |
| 15,001-20,000 | 878 | 16,134,658 | 1.76% |
| 20,001-30,000 | 658 | 16,731,126 | 1.83% |
| 30,001-40,000 | 300 | 10,659,197 | 1.16% |
| 40,001-50,000 | 189 | 8,664,775 | 0.95% |
| 50,001-100,000 | 325 | 23,495,716 | 2.57% |
| 100,001-200,000 | 128 | 17,519,992 | 1.91% |
| 200,001-400,000 | 44 | 12,387,694 | 1.35% |
| 400,001-600,000 | 19 | 9,643,797 | 1.05% |
| 600,001-800,000 | 7 | 5,036,901 | 0.55% |
| 800,001-1,000,000 | 8 | 7,298,256 | 0.80% |
| 1,000,001 shares and above | 39 | 647,999,867 | 70.82% |
| Total | 61,802 | 915,089,591 | 100.00% |
- 58 -
(IV) Major Shareholders
| Major Shareholders | Major Shareholders | Major Shareholders |
|---|---|---|
| Apr 13,2021 | ||
| Shares Name of Major Shareholder |
Number of Shares Held |
Percentage of Ownership% |
| Mu Te Investment Co., Ltd. Trust Property Account |
157,008,400 | 17.16 |
| Chia Yun Investment Co., Ltd. Trust Property Account |
133,125,408 | 14.55 |
| Chia Chieh Investment Co., Ltd. Trust Property Account |
108,503,160 | 11.86 |
| Nan Shan Life Insurance Company,Ltd. | 46,506,000 | 5.08 |
| Ter-FungTsao | 40,848,203 | 4.46 |
| Bright Investment CompanyLtd. | 33,039,081 | 3.61 |
| Mu Te Investment Co.,Ltd. | 22,650,057 | 2.48 |
| Lin Junyao | 12,140,000 | 1.33 |
| Fubon Life Insurance Co.,Ltd. | 10,660,815 | 1.17 |
| Dedicated investment account of Norges Bank in custodyof CitiBank(Taiwan) |
7,187,799 | 0.79 |
(V) Share market prices for the past two fiscal years, with company net worth per share, earnings per share, dividends per share, and related information
| Item | Year | Year | 2019 |
2020 | As of March 31, 2021 (Note 5) |
|---|---|---|---|---|---|
| Market Price Per Share |
Highest | 73.00 | 73.70 | 61.5 | |
| Lowest | 48.05 | 51.20 |
53.6 |
||
| Average | 58.52 | 63.96 |
56.9 | ||
| Net Worth per Share |
Before distribution | 18.36 | 19.47 |
20.16 |
|
| After distribution | 18.36 | (Note 1) |
(Note 1) | ||
| Earnings per Share |
WeightedAverage Shares | 908,420,120 | 908,420,120 | 908,420,120 | |
| Earnings per Share before Adjustment |
3.76 | 3.54 |
0.62 |
||
| Earnings per Share after Adjustment |
3.76 | (Note 1) |
(Note 1) |
||
| Dividends Per Share |
Cash dividends | 2.65 | (Note 1) |
- | |
| Stock dividends |
Stock dividends appropriated from earnings |
- |
(Note 1) |
- |
|
| Stock dividends appropriated from capital surplus |
- |
- |
- |
||
| Cumulative unpaid dividends | - | - |
- |
||
| Return on Investment |
Price-to-earningsratio (Note2) | 15.56 | 18.07 | - | |
Price-to-dividend ratio(Note 3) |
22.08 | (Note 1) |
- | ||
Cashdividend yield (Note4) |
4.53 | (Note1) | - |
Note 1: It shall be determined by the Shareholders' Meeting.
Note 2: P/E Ratio = Average Market Price per Share for the year/ Earnings per Share Note 3: Price/Dividend Ratio = Average Market Price per Share for the year/ Cash Dividend per Share Note 4: Cash dividend yield = Cash dividends per share/Average closing price per share for the year. Note 5: The net worth per share and earnings per share up to the quarter nearest to the date of publication of the Annual Report that has been audited by the CPAs shall be filled in; the remaining fields shall be
59
filled with the annual data up to the date of publication of the Annual Report.
(VI) Dividends policy and Implementation Status
- Policies of Dividends:
As per the amendment to the Company Act in May 2015, the distribution of dividends and bonuses is limited to shareholders and does not cover employees. The Company has passed the amendments to the earnings allocation policy in the shareholders' meeting on June 15, 2016.
Under the amendments of the dividend policy as set forth in the Articles of Incorporation, where the Company made profits in a fiscal year, the profit shall be appropriated, less any paying taxes and deficit, 10% thereof as legal reserve, special reserve provided or reversed in accordance with the regulations, and 30% to 100% of 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 bonuses to shareholders.
- Allocation status of dividends proposed at the shareholders' meeting: Through the resolution of the board of directors of this Company on March 22, 2021, the dividend allocation is NT$ 2.5 per share of cash dividend, and it would be proposed for discussion at the general shareholders’ meeting on June 11, 2021.
(VII) Effect on the Operating Performance and Earnings per Share of Distribution of Stock Dividends Proposed in the Most Recent Shareholders' Meeting: None.
(VIII) Compensation of Employees, Directors, and Supervisors
-
The percentages or ranges with respect to the remuneration of the employee, director, and supervisor, as set forth in the Company's Articles of Incorporation: The Company shall appropriate no less than 0.5% of current year profit as employee compensation by cash or shares upon approval of the Board of Directors if it has pretax profits deducted from the remuneration distribution of employee and Director. Employee compensation may be issued to employees in affiliate companies that meet certain criteria. The Company may appropriate no more than 0.75% of the above profit as Directors’ compensation upon approval of the Board of Directors if it has pretax profits deducted from the remuneration distribution of employee and Director. The proposal of distributing employees' and Directors' remuneration shall be reported to the shareholders' meeting. However, when the Company still has accumulated losses, it shall reserve the compensation amount in advance, and then allocate the remuneration of employees and directors according to the proportion mentioned above.
-
Estimated basis of the remuneration amount of the employee, director and supervisor, calculation basis of the number of shares of employee remuneration divided in shares and accounting treatments when differences occur between the estimated and actual distributed amount of employee, director, and supervisor compensation. The estimated amount of employee remuneration in 2020 was NT$ 49,920,653, and
60
the estimated amount of directors was NT$ 21,965,087. The employee remuneration is calculated at 1.25% of pre-tax profits before deducting the distributed employee and director remuneration in 2020; the director remuneration is calculated at 0.55% of pre-tax profits before deducting the distributed employee and director remuneration in 2020.
If there is still any change in the amount after the issuance date of the annual fiscal report, the differences shall be treated as a change in accounting estimates and be recorded and adjusted in the following year.
If the Board of Directors resolves that remuneration to employees is to be distributed in stock and the number of shares is determined by dividing the resolution amount by the closing price of the shares on the day preceding the Board of Directors’ meeting.
-
Information on any approval by the Board of Directors of distribution of compensation:
-
(1) Remuneration amount of employee and director in cash or stocks distribution:
-
1.1 Employee Cash Remuneration NT$ 49,920,653.
-
1.2 Employee Stock Remuneration NT$ 0.
-
1.3 Director Remuneration NT$ 21,965,087.
-
No discrepancies are found between the amount distributed as relevant compensations for employees and Directors as approved by the Board of Directors and the amount recognized in the 2020 annual fiscal report.
-
-
(2) The amount of any employee remuneration distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee remuneration: N/A
-
Actual allocation status of employee, director and supervisor remunerations for the previous fiscal year
The distribution of cash remunerations to employees in 2019 was NT$ 52,013,000 and remunerations to directors were NT$ 25,073,599. It had no difference with the employee and director remunerations in the 2019 annual fiscal report.
(IX) Buyback of Treasury Stock: None.
II. Corporate Bonds: None.
III. Preferred Shares: None.
61
IV. Issuance of Global Depository Receipts (GDRs)
| Date of Issuance (Processing) | Date of Issuance (Processing) | Date of Issuance (Processing) | June 19, 1997 |
|---|---|---|---|
| Location of Issuance and Transaction N/A | Issued in U.S. and European Countries and listed in Euro MTF Market of Luxembourg Stock Exchange |
||
| Total dollar amount of issue | USD 29,070,000 | ||
| Dollar amount per unit issued | USD 9.69 | ||
| Total number of issued units | 3,000,000 units | ||
| Source of underlying securities | Common shares of Standard Foods Corporation held byshareholders of this Company |
||
| Recognition of number of underlying securities (shares) |
15,000,000 shares |
||
| Rights and obligations of depositary receipts holders |
Same as ordinary shares | ||
| Trustee | None | ||
| Depositary institution | Bank of New York Mellon, U.S. | ||
| Custodian institution | Trust Department of Mega International Commercial Bank |
||
| Unreturned capital balance- As of March 31, 2020 |
6,908.4 units | ||
| Allocation method of relevant expenses during issuance and duration of the Agreement |
The issuance expenses are charged by shareholders proposing to reduce its share and expenses in the duration period are charged by the Issuance Company. |
||
| Key covenants of | the depository and custodian contracts |
Details of the depository and custodian contracts |
|
| Market Price for Per Unit (USD) |
2020 | Highest | 11.48 |
| Lowest | 10.26 | ||
| Average | 10.83 | ||
| As of March 31, 2021 |
Highest | 10.87 | |
| Lowest | 9.81 | ||
| Average | 10.22 |
62
-
V. Employee Stock Options: None.
-
VI. Employee Restricted Stock: None.
-
VII. Mergers and Acquisitions, or as Assignee of New Shares Issued by Another Company: N/A
VIII. Implementation of Capital Allocation Plans
-
(I) Contents of Plans
-
For the period as of the quarter preceding the date of publication of the Annual Report, with respect to each uncompleted public issue or private placement of securities, and to such issues and placements that were completed in the most recent 3 years but have not yet fully yielded the planned benefits: Not applicable.
-
(II) Implementation Situation
-
In terms of the implementation situation of previous financial plans: Not applicable.
63
Chapter 5. Operational Highlights
I. Business Activities
(I) Business Scope:
-
Standard Foods is mainly engaged in the production and sales of nutritious foods, edible oils, dairy products, drinks, etc.
-
Main product items and operating ratio
Product Category Nutritious Foods Cooking products Food Others Total |
2020 |
|---|---|
| Percentage | |
| 35% 54% 11% |
|
| 100% |
(II) Industry Overview:
-
Current State and Development of the Industry According to the statistics released by Taiwan's Executive Yuan, the annual economic growth rate of Taiwan was 3.11% in 2020. Related statistics also showed a low consumption level due to the pandemic. Affected by the pandemic in 2020, prevention measures changed consumption habit, including (1) Frequency of dinner at home increased (2) Awareness of health orientation and immunity enhancement improved (3) Appeal for speed and convenience increased and consequently distribution and delivery services created a new high with Taiwan's annual average output exceeding 10 billion. In the future, the consumption industry will continue booming due to "home economics" and provide a better choice. Upgrading digit technology, building exclusive marketing channels and providing differentiated products will be new opportunities for Taiwan's consumption industry.
-
Correlation with up-, mid-, and downstream sections of the industry
-
(1) Upstream: agriculture, animal husbandry, food packaging materials industry and production materials, etc.
-
(2) Midstream: R&D, food manufacturing, drink manufacturing, inspection, etc.
-
(3) Downstream: transportation, storage, sales channels and platforms, etc.
-
Trends in the development of various products
-
(1) Due to the change in population structure and consumption type of young small family, product design will develop to delicate small packaging and small and elegant product will become the mainstream of the younger generation.
-
(2) Facing the difficulties in food safety and the pandemic, consumers value nutrition, health and product function more. Except for basic nutrition, healthoriented functional products arouse sympathy among consumers.
-
(3) With the increasing awareness of environmental protection and healthy diet, pure, natural, additive-free and environmental products have been wellreceived among consumers. Meanwhile, the use of environment-friendly packing material is a part of civic responsibility.
64
-
Competitive situation
-
(1) As many food companies put their resources into the production of healthy and nutritious products, the Company catches the consumer needs, expands new consumer groups, sustains innovation, pursues food safety and quality and develops effective and convenient nutritious and healthy food to maintain competitiveness.
-
(2) The Company carries out differentiated analysis of product and consumption habits according to channel characteristics to maximize the combination of channel, product and consumer. We also develop individualized and differentiated consumer groups in terms of flexible marketing strategy.
(III) Technology and R&D Overview
- R&D expenses incurred in the previous year and as of the date of publication of the annual report
| the annual report | ||
|---|---|---|
| Unit: NT$thousand As of April 30, 2021 52,186 |
||
| 2020 | As of April 30, 2021 | |
| Amount | 166,035 | 52,186 |
-
R&D expenses of technologies and products in the most recent year and up to the date of publication of the annual report:
-
(1) Product upgrade
-
Standard Foods understands convenience, taste and promptness, except consumer needs for nutrition and health, in the hope that consumer enjoys the best and safest food.
-
We keep innovation and R&D, pursue quality, improve taste and dedicate to natural and additive-free foods, such as nutrition upgrade of grain products and taste improvement of brewing oat products. Besides, we launch canned grain sugar-free formula and improve a series of low-residue and low-nitrogen products so that consumers with special needs have more choices.
-
-
(2) New product launch
Standard Foods devotes to the development and research of new product using innovative technology based on consumer need and science.
Except for satisfying consumer need for nutrition and health, we also develop new products consistent with modern family structure and youth's need and preference, such as EXX digestive bacteria powder, BB capsules (protection of eye, heart and joint), and oat and grain series featured by balanced nutrition and caloric control.
-
(3) Process improvement
-
Standard Foods persists in pursuing high Standard Foods and high quality. We continuously improve innovative technology, study key material, strengthen design and energy efficiency of packing material and devote to systematic management to ensure process quality and safety and continuously optimize the production process.
We improve post-fermentation yogurt cooling process to achieve a better cooling effect. We also upgrade equipment and eliminate wastewater equipment to continuously improve efficiency, reduce wastewater sources and improve both quality and efficiency.
- (4) Quality improvement
Standard Foods promises to provide the consumers with high quality from
65
material, process and finished product to service. We attach great importance to product function and strictly control product quality to ensure consumers' safety and satisfaction.
Standard Foods' professional team improves quality by innovative technology and its products have obtained several safety certificates upon supervision by third-party testing organizations and been highly recognized. High quality is trustworthy and worthy to be affirmed.
-
R&D plans in the most recent year:
-
Specific to R&D plans, the professional R&D team carried out some plans as follows:
-
(1) R&D of functional products.
-
(2) Improvement of the flavor of grain products.
-
(3) Research and development of new packaging.
-
(4) Upgrading and elimination of machinery and equipment.
-
(5) Upgrading of nutritional ingredients of existing products.
-
(6) Discussion and study of innovative technology.
-
(7) Establishment and utilization of analysis method.
(IV) Long-term and Short-term Business Development Plans
-
Long-term Business Development Plans
-
(1) Standard Foods focuses on continuous brand building, consolidating main consumer groups, injecting new image and new vigor and attracting young consumer groups.
-
(2) The R&D team, on a scientific basis, adheres to the innovative spirit, promotes the development of new products and upgrade and improvement of existing products and provides consumers with more effective and convenient products.
-
(3) Adhere to sustainable operation philosophy, we continue to take a deep root in Taiwan and continuously expand the overseas market.
-
Short-term Business Development Plans
-
(1) Standard Foods continuously develop new products to adapt to market change and satisfy various consumer needs for nutritious and healthy products.
-
(2) We also stick to high quality and good nutrition, and devote to upgrading nutritional ingredients and enhancing product functions to provide consumers with better choices.
-
(3) we fulfill social responsibilities and carry out public benefit activities. Standard Foods plans evergreen/children care activities in the long run and provides people in rural areas and vulnerable groups with nutritious and healthy products.
II. Overview of Marketing and Production & Sales
(I) Market Analysis
-
Sales areas of major commodities: mainly in China and Taiwan.
-
Market condition of major products:
Grains
- (1) Market share
The Company's grain products, including brewing oat products, three-in-one cereal, canned cereal powder, bagged cereal powder, and frozen oat cereal drinks. High-standard and high-quality cereal products of Quaker are tasty,
66
convenient and nutritious, and they obtain several certificates for healthy food and have been well-received among consumers. They take a leading position in the Taiwanese cereal market.
-
(2) Future market demand & supply status and growth The Taiwanese cereal market develops sustainably and steadily and promotes market demand and competition as lifestyle changes and consumer's awareness of food safety and health rises. Convenience, nature, nutrition and taste diversity are consumer's major appeals and the market will satisfy consumer needs through the development of more new products and technologies.
-
(3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures The Company launched a series of cereal products such as oat broth, fivecereal product and canned cereal powder by innovative technology in 2020, which not only satisfied consumer need for balanced nutrition but also attracts young consumer groups and enlarges the popularity rate of cereal products through improving flavor and adapting to such appeals as caloric control. In the future, we will continue to develop better cereal products to satisfy different consumers' needs for healthy products, see through consumer needs clearly, launch new products and strengthen the brand value and achieve business growth through various marketing channels.
Healthcare products
-
(1) Market share
-
A series of products such as ginseng, glucosamine drinks, live lucid Ganoderma, rose drinks and chicken powder launched by the Company take a leading position in the healthcare product market and are the top choice for many consumers.
-
(2) Future market demand & supply status and growth Taiwanese consumer's health awareness improves, the population structure is aged and the healthcare and nutritious foods markets show a growth trend; growing in an environment with rising health awareness, young people attach high importance to health and healthcare products are widely used in the young era and become an industry with great development potential for the need of convenience and effectiveness.
-
(3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures The Company devotes itself to providing consumers with better, innovative and effective products and satisfies the needs in different stages by additivefree, less-burden, absorbable and nutritious products. To comply with the rising usage rate of 3C products and strengthen immunity in 2020, the Company launched new and convenient lutein and echinacea lucid Ganoderma drinks and provided new products such as EXX digestive bacteria powder and BB capsule to satisfy young people's need for product function, instantaneousness and effectiveness.
The Company devotes itself to innovation and development of healthcare foods, complies with consumer needs for different functions, expands young
67
consumer groups and further improve popularity rate to continuously become the best choice of the healthcare product.
Adult milk powder
- (1) Market share
To satisfy the need for nutrition and health, Quaker enters the adult skim milk powder market by functional product. Launch family series, women's milk powder series and functional milk powder and provide consumers with products with different nutritional ingredients. With market share pioneering other competitive brands in the long run, these products lead the skim milk powder market of Taiwan.
-
(2) Future market demand & supply status and growth In the busy modern society, milk powder is a widespread and convenient nutritious accessory food and a great variety of adult milk powder grows continually and steadily in the market. With adult's increasing need for product function, manufacturers actively launch new products and produce functional products with a higher value from nutritional ingredient to flavor.
-
(3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures Main products high-calcium skim milk powder and high-calcium cholesterollowering milk powder of Quaker passed the certification first in China; glucosamine milk powder of Standard Foods satisfied adult's need by exclusive triple effect formula and showed steady business growth since launch; family high-calcium nutritious milk powder of Standard Foods is a hot-sale product of functional milk powder with balanced nutrition as the main appeal and suitable for all people regardless of age and sex, so it is high-quality functional milk powder for the whole family.
-
Standard Foods devotes to pursuing good nutrition and high quality. National certification of healthy food is the highest recognition of Standard Foods' highquality products and our commitment to the best quality.
Special nutritious product
-
(1) Market share
-
Quaker's nutrient products are honorably awarded special nutritious products by the Ministry of Health, which have the flavor of vanilla, low sugar and no sugar. Product with anti-diabetes formula is a domestic leading brand and recommended by professional physicians and diabetes patients.
-
(2) Future market demand & supply status and growth With the population aging, the ratio of people aged 65 or above increases rapidly. They are the main consumers of special nutritious products who are not only jejune and need a special nutrition formula due to chronic and special diseases, so fast and effective special nutrient supplements have great prospects.
-
(3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures
68
Quaker launches healthcare products against diabetes, nephrosis and tumor, whose nutrition is accurately calculated by professionals and which are nutritious and effective. Sugar-free and vegetable protein products comply with Chinese people's need for low sugar and vegetarian diet; new formula of product series against diabetes and tumor is launched to satisfy the need of specific groups. Quaker's professional team continuously innovates R&D and upgrades formula in the hope that consumers with special needs become relaxed and vigorous and improve their lives.
Edible oils:
- (1) Market share
Edible oil is a source of Chinese people's diet and a very important element of diet. "Great Day" edible oil series provide Taiwanese families with healthy "Eating" by high-quality and less-burden R&D concept. A series of products such as sunflower oil, olive oil, canola oil and blended oil has been wellreceived among consumers by healthy and high-quality image for years and is the top choice for Taiwanese families with the highest market share. In the Chinese market, "Mighty" adheres to high quality and has developed the market for years with steady business growth and top market share of sunflower seed oil.
-
(2) Future market supply & demand status and growth As consumer's dietary habit was affected by pandemic prevention in 2020, people are more willing to cook at home and the increasing awareness of food safety and healthy diet also make the food safety and quality become consumers' important criteria when buying edible oil. Products that are in line with these criteria would receive more attention and recognition from the consumers.
-
(3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures Standard Foods understood consumer's need for healthy, safe and nutritious edible oil. "Great Day" product series are high-quality, pure and additive-free and many products passed the certification of "SQF Food Safety and Quality Standard" and Monde Selection, which represented our commitment and guarantee for safety, health and quality to consumers.
-
In the future, we will still focus on quality first and product upgrade, continuously innovate and develop consumer groups at different levels and provide Taiwanese families with better and various choices of edible oil.
Baby Food
- (1) Market share
Quaker understands parents' care for babies and wants to give babies the best. The Company, on a healthy and scientific basis, continuously develops leading technologies and provides babies with nutrition and protection in all aspects; growth mild powder three probiotics formula, organic rice flour and organic malt extract series win trust from many parents.
- (2) Future market demand & supply status and growth Despite a low fertility rate, parents are willing to allocate more resources into more secure and high-quality formula products, thus promoting the
69
improvement of the nutritious value of formulas in the future market and development of products closer to breast milk to satisfy modern parents' need for safety, quality and nutritious value.
- (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures Quaker devotes to pursuing high-quality and good nutrition and continuously develops new technologies for mother's concern and baby's nutrition and health. With the unique certification for products imported from Denmark with original packaging, growth three probiotics milk powder that protects baby's intestinal health becomes the top choice; organic rice flour produced using organic rice of Taiwan provides babies with the first pure and additive-free non-staple food; love series products of Quaker provide babies with the best nutrition in different stages to fulfill the commitment of the best formula.
Refrigerated Food (Fresh Delight)
-
(1) Market share
-
Fresh Delight series products have been used by nearly 70% of Taiwanese families and its functional milk and yogurt rank first in market share. Fresh Delight dairy products are secure, diversified high-quality dairy products that satisfy the whole family's need for nutrition.
-
(2) Future market demand & supply status and growth As more and more consumers attach importance to health and practice what they preach, their willingness to absorb balanced nutrition from functional dairy products improves.
There are a great variety of functional dairy products in the market and demand increases steadily. Facing different choices, high-quality, tasty and safe products are the main appeal of consumers.
-
(3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures We deeply believe that "Natural, additive-free and secure dairy products are best for health". Fresh Delight products series such as milk, functional milk, blended drinks, yogurt drinks and yogurt retain the richest nutritional ingredients and protect the health of the whole family by the most advanced technology.
-
Fresh Delight milk source is controlled strictly to ensure the quality of every process. Fresh Delight 100% milk has passed the inspection from material purchase and production to delivery. Pure, additive-free, nutritious and tasty, it obtained the ITQI Superior Taste Award and provides consumers with the best choice for daily health; Fresh Delight yoghurt is nutritious, natural and secure. With a lactoprotein content of 50%, top-level Greek yogurt attracts yogurt lovers; natural zero product series and YXS yogurt products have high assurance and pass "SQF Food Safety and Quality Standard".
Agent product
(1) Adult milk powder:
In 2020, the adult milk powder market was stable and Fernleaf whole milk powder series had the best performance. After the product and packaging
70
upgrade, market share was maintained through media communication and marketing channels.
- (2) Sliced cheese:
CHESDALE is the first cheese brand, which carries out sales promotion through media advertising and marketing channel and stresses nutrition and health to maintain market share and popularity rate.
- (3) Candies:
Despite a great many candy brands, fierce competition, consumer's concern about calories and challenge in market expansion, agent products Mentos and Chupa Chups maintain growth in the competitive candy market. In the future, we will continuously carry forward the brand spirit Who says no to Mentos of Mentos' series and devote to marketing planning; Chupa Chups, the first brand of lollipop, stabilizes consumer groups, launches new products and new packaging quarterly or yearly and carries out theme activities to develop consumer groups and adapt to consumers' buying habit.
EMS service (subsidiary-Domex Corp.):
- (1) Market share
EMS is a professional electronic manufacturer. Presently, other electronic products than the self-produced are manufactured by EMS and Domex Corp.' EMS market share is lower than 1%.
-
(2) Future market supply & demand status and growth As manufacturers expanded the capacity through factory building or M&A in recent years across the world, horizontal competition became tenser. In the future, EMS will enter a meager profit era and show a "bigger and bigger" trend with the structural change of the science and technology industry.
-
(3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures
-
Due to a small size, Domex Corp. can improve processes and production lines to adapt to different consumer needs, which are important factors of competition and development. EMS is a growing industry. Domex Corp. will avoid direct competition with large OEMs by small volume and wide variety strategy.
(II) Usage and Manufacturing Processes for Main Products
- Usage of main products
| Usage of mainproducts | |
|---|---|
| Major products | Product usage |
| Nutritious Foods | Provide high-fiber cereal and functional products to satisfy the health need. |
| Cooking products Food | Provide for cooking. |
| Other foods | Leisure foods. |
| EMS service (Subsidiary-Domex Corp.) |
Most existing products are communication and medical products. |
71
2. Production process of main products
- Oatmeal production process: Raw material → slicing → rolling → cooling →
screening → packaging
Oat powder production process: Raw material → soaking → pasting → drying
→ grinding → sieving → packaging
Healthcare drinks production process: Raw material → extracting → filtering
→ blending → filling → packaging
Dairy product production process: Raw material → homogenizing → high-
temperature sterilization → cold storage → filling → packaging
Refined oil production process: Raw oil → degumming, deacidification →
decoloration → deodorization → winterization → packaging
Three-treasure oat production process: Raw material → extrusion forming →
drying → cooling → packaging
EMS service production process (subsidiary-Domex Corp.): Component->SMT>DIP->assembly->test->packaging
(III) Supply situation for the major raw materials
| Major Raw Materials | SupplySituation |
|---|---|
| Oat | Imported from Australia |
| Raw oil of sunflower oil | Imported from Ukraine |
| Raw oil of canola oil | Imported from Australia |
| Flour | Supplied bydomestic suppliers |
| Cane sugar | Supplied byTaiwanese suppliers |
| Raw milk | Supplied byTaiwanese suppliers |
| Milk powder | Imported from New Zealand, Australia and Europe and supplied bydomestic suppliers |
| Electronic components (subsidiary-Domex Corp.) |
Supplied by domestic agents of international manufacturers and domestic suppliers |
72
(IV) Information of main customers in the past two years
1. Information of main customers in the past two years
Unit: NT$ thousand
| 2019 | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 | 2020 | As of March 31, 2021 (Note 2) | As of March 31, 2021 (Note 2) | As of March 31, 2021 (Note 2) | As of March 31, 2021 (Note 2) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Name |
Amount | Percent in annual net sales (%) |
Relationship with the Issuer |
Name | Amount | Percent in annual net sales (%) |
Relationship with the Issuer |
Name | Amount | Percent in net sales up to the previous quarter (%) |
Relationship with the Issuer |
| Company A (Note 1) |
4,858,711 |
15.5 |
Company A (Note 1) |
5,055,541 | 14.7 |
Company A (Note 1) |
1,161,495 | 14.1 |
||||
| Others | 26,407,521 | 84.5 |
Others | 29,410,703 | 85.3 |
Others | 7,103,121 | 85.9 |
||||
| Net sales | 31,266,232 | 100.0 |
Net sales | 34,466,244 | 100.0 |
Net sales | 8,264,616 | 100.0 |
Note 1: Name of the customer with more than 10% of the total sales amount in the last two years and the amount and proportion of the sales. Due to the contractual agreement, the name of the sales or the object of the transaction may not be disclosed, and individuals and non-related parties may be disclosed in code names.
Note 2: For a public company whose stocks are listed on a stock exchange (a "listed" company) or by an OTC company, if, before the date of publication of the annual report, there is any financial data for the most recent period audited and attested or reviewed by a CPA, it shall also be disclosed therewith.
2. Information of main customers in the past two years
Unit: NT$ thousand
| 2019 | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 | 2020 | As of March 31, 2021 (Note 2) | As of March 31, 2021 (Note 2) | As of March 31, 2021 (Note 2) | As of March 31, 2021 (Note 2) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Name |
Amount | Percent in annual net sales (%) |
Relationship with the Issuer |
Name | Amount | Percent in annual net sales (%) |
Relationship with the Issuer |
Name | Amount | Percent in net sales up to the previous quarter (%) |
Relationship with the Issuer |
| Company A (Note 1) |
2,549,510 | 13.1 |
Company A (Note 1) |
3,021,695 | 12.3 |
Company A (Note 1) |
1,625,247 | 26.5 |
||||
| Others | 16,853,752 | 86.9 |
Others | 21,477,632 | 87.7 |
Others | 4,515,184 | 73.5 |
||||
| Net purchase |
19,403,262 | 100.0 |
Net purchase |
24,499,327 | 100.0 |
Net purchase |
6,140,431 | 100.0 |
Note 1: A list of any suppliers accounting for 10 percent or more of the Company's total procurement amount in either of the 2 most recent fiscal years, the amounts bought from each. Where the Company is prohibited by contract from revealing the name of a client, or where a trading counterpart is a person who is not a related party, it may use a code in place of the actual name: Note 2: For a public company whose stocks are listed on a stock exchange (a "listed" company) or by an OTC company, if, before the date of publication of the annual report, there is any financial data for the most recent period audited and attested or reviewed by a CPA, it shall also be disclosed therewith.
- 73 -
(V) Table of Production for the Two Most Recent Years
Unit: Tonne/NT$ thousand
| Unit: Tonne/NT$thousand | Unit: Tonne/NT$thousand | Unit: Tonne/NT$thousand | ||||
|---|---|---|---|---|---|---|
| Year Production Volume/Value |
2019 |
2020 | ||||
| Main Products | Production Capacity |
Production Volume |
Production Value |
Production Capacity |
Production Volume |
Production Value |
| Nutritious Foods | 131,854.00 | 114,182.51 |
12,496,443 |
131,854.00 |
112,556.79 |
11,985,350 |
| Cooking products Food | 669,676.00 | 342,060.92 |
15,824,251 |
669,676.00 |
393,116.27 |
18,045,428 |
| Others | (Note 1) | 10,996.08 |
438,072 |
(Note 1) |
9,512.70 |
425,265 |
| - | 1,310,671.00 (Note 2) |
2,143,977 |
- |
1,500,731.00 (Note 2) |
3,018,787 | |
| Total | 801,530.00 | 467,239.51 | 30,902,743 |
801,530.00 | 515,185.76 | 33,474,830 |
| 1,310,671.00 (Note2) |
1,500,731.00 (Note2) |
Note 1: Produced by nutritious product production line. Note 2: Unit: Pcs.
(VI) Sales Quantity and Value in the Past 2 Years
Unit: Tonne/NT$ thousand
| Year Sales Volume/Value Main Products |
2019 |
2019 |
2019 |
2019 |
2020 | 2020 | 2020 | 2020 |
|---|---|---|---|---|---|---|---|---|
| Domestic Sales | Foreign Sales | Domestic Sales | Foreign Sales | |||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | |
| Nutritious Foods | 108,778.30 |
11,900,230 |
723.30 |
83,921 |
111,744.50 |
11,897,604 |
657.50 |
71,263 |
| Cooking products Food |
23,435.90 | 1,916,463 |
312,727.70 |
13,634,969 |
24,112.30 |
1,989,468 |
378,460.30 |
16,490,039 |
| Others | 10,831.60 | 2,515,680 |
0.00 | 1,214,969 |
9,245.80 | 3,504,934 |
0.00 | 512,936 |
| 0.00 (Note 1) |
486,785.00 (Note 1) |
0.00 (Note 1) |
445,558.00 (Note 1) |
|||||
| 763,877.00 (Note 2) |
327,207.00 (Note 2) |
1,083,129.00 (Note 2) |
248,192.00 (Note 2) |
|||||
| Total | 143,045.80 | 16,332,373 |
313,451.00 | 14,933,859 |
145,102.60 | 17,392,006 |
379,117.80 | 17,074,238 |
| 0.00 (Note 1) |
486,785.00 (Note 1) |
0.00 (Note 1) |
445,558.00 (Note 1) |
|||||
| 763,877.00 (Note 2) |
327,207.00 (Note 2) |
1,083,129.00 (Note 2) |
248,192.00 (Note 2) |
Note 1: in bottles Note 2: Unit: Pcs.
74
III. Information of employees in the Past 2 Years and up to the Report Printing Date
| Year | Year | 2019 | 2020 | As of April30,2021 |
|---|---|---|---|---|
| Number of Employees |
Employees | 2,717 | 2,699 |
2,644 |
| Employees | 945 | 1,057 | 1,045 | |
| Total | 3,662 | 3,756 |
3,689 | |
| Average Age | 36.76 | 37.38 |
37.43 |
|
| Average | ServiceYear | 6.42 | 6.28 |
6.46 |
| Academic distribution ratio |
PhD | 18 | 15 |
13 |
| Master | 232 | 244 |
237 |
|
| Bachelor | 1,869 | 1,977 |
1,952 |
|
| High school | 1,321 | 1,322 |
1,291 |
|
| Belowhighschool | 222 | 198 |
196 |
Note: Including foreign workers
75
IV. Information on Environmental Protection Expenditure
The Company cooperates with the government in practicing environmental protection policies and spares no efforts to protect the environment. In addition to the implementation of environmental management inspection and the introduction of a comprehensive TPM system in the plant, the responsible units are guided to engage in comprehensive independent maintenance, operation monitoring and continuous improvement plans of various pollution prevention and control equipment, so as to maximize the comprehensive efficiency of the equipment.
Standard Foods has passed ISO14001 environmental management system certification since 2014, and has passed ISO14001 audit certification every year since the revision certification in 2018. In terms of environmental protection, it has made continuous improvement through systematic management.
-
(I) In 2020 and up to the date of publication of the annual report, unusual environmental penalty cases of Standard Foods:
-
1.A few wastes (empty bottles of waste chemicals in the library) were disposed of centrally, and those stored for more than 1 year violated Paragraph 1, Article 36 of the Waste Disposal Method and a fine of NT$ 60,000 was given.
-
2.Diesel trucks did not undergo exhaust inspection within the specified time due to ignorance, which violated Article 33 of Autonomous Regulations on the Development of Low-carbon Green City of Taoyuan City and a fine of NT$ 20,000 was given.
-
3.The abovementioned events were caused due to management ignorance and no substantial damage was caused to the environment; the Company has adopted relevant measures, carried out educational training on the abovementioned managerial staffs in 2020, strengthened description and training on essentials and processes of environmental protection and prepared environmental protection tracking and inspection sheet to prevent reoccurrence of ignorance.
-
(II) Environmental protection equipment expenditure In September 2020, increased dust collecting equipment of the slicing room of the oat production line and completed application and check of operator license with costs of NT$ 2.086 million.
76
| (III) | Estimated environmental protection expenses in the next three years For environmental protection requirements and increase in the cost of waste disposal, environmental protection budget increased, net profit was slightly affected and competitiveness was not affected. |
Estimated environmental protection expenses in the next three years For environmental protection requirements and increase in the cost of waste disposal, environmental protection budget increased, net profit was slightly affected and competitiveness was not affected. |
Estimated environmental protection expenses in the next three years For environmental protection requirements and increase in the cost of waste disposal, environmental protection budget increased, net profit was slightly affected and competitiveness was not affected. |
Estimated environmental protection expenses in the next three years For environmental protection requirements and increase in the cost of waste disposal, environmental protection budget increased, net profit was slightly affected and competitiveness was not affected. |
|---|---|---|---|---|
| Year | 2021 | 2022 | 2023 | |
| Proposed acquisition of pollution prevention equipment or purchase items |
Expenses on environmental protection equipment and expenses on garbage disposal |
Expenses on environmental protection equipment and expenses on garbage disposal |
Expenses on environmental protection equipment and expenses on garbage disposal |
|
| Expected improvements | Maintenance normal operation of environmental protection equipment and garbage clearance |
Maintenance normal operation of environmental protection equipment and garbage clearance |
Maintenance normal operation of environmental protection equipment and garbage clearance |
|
| Amount | NT$ 17,300 thousand | NT$ 19,640 thousand | NT$ 19,640 thousand |
- (IV) Influence after improvement
| Year | 2021 | 2022 | 2023 |
|---|---|---|---|
| Impact on net profit | Little | Little | Little |
| Impact on competitive position |
None | None | None |
V. Labor Relations
(I) Existing Major Labor Relations and implementation
1.Employee Benefits.
The Company's benefit items are as follows:
-
(1) Handle labor and health insurance as stipulated. If employees pay for various insurances, notify them actively and help them apply for payment to protect their rights and interests.
-
(2) Buy collective insurances for all regular employees (including spouses and children), including life insurance, accident insurance, medical insurance and cancer insurance. The Company pays for these insurances in full amount.
-
(3) Annual bonus and annual bonus issued according to company's operation and performance.
-
(4) Regular physical examination for employees.
-
(5) Gifts distributed for Mid-Autumn Festival, Dragon Boat Festival, Spring Festival and Labor Day.
The Employee Welfare Committee mainly handles the following items:
-
(1) Cash gift distributed for Mid-Autumn Festival, Dragon Boat Festival and Spring Festival.
-
(2) Birthday gifts.
-
(3) Subsidies for marriage, childbirth, funeral, or permanent disability.
77
-
(4) Travel subsidies.
-
(5) Subsidies for club activities.
-
(6) Organization of festival activities.
The Company is equipped with the Employee Welfare Committee, which has been ratified and registered as per document FU-SHE-LAO-ZI 148470 of Taoyuan County Government and document BEI-SHI-LAO-SAN-ZI No. 12761 of the Labor Department of Taipei Municipal Government. The committee was selected and appointed by employees, welfare funds were appropriated monthly and employee benefit was handled.
2.Retirement system
The Company has drafted retirement methods for managerial officers and regular employees.
For employees selected new retirement pension systems from July 1, 2005, the Company has allocated retirement pension to personal accounts of workers of the Bureau of Labor Insurance monthly; for employees who selected old retirement pension systems, the Company allocated retirement funds monthly according to "Labor Standards Act" and actuaries' results, which were managed by the Employee Retirement Reserve Supervision Committee, and deposited them in special accounts of Bank of Taiwan in their name; the Company withdrew welfare and liabilities for managerial officers according to actuaries' results.
3.Educational training
Educational training fees for 2020 were NT$ 10,684 thousand. Talent is a major asset of Standard Foods. We believe that the Company grows with employee growth. Standard Foods persists in and improves talent quality as planned and builds an outstanding team and competitive advantage to achieve sustainable operation objectives. According to function and skill requirements as well as training plans and essentials of all departments, we publicize technical experience and develop core knowledge through internal training system and supervisor training to satisfy employee needs and employee's personal development needs and cultivate professional skills of employees. The marketing team receives a series of training on skills and a collaborative visit to cultivate their professional skills; the annual marketing meeting enables employees to fully understand the company's marketing strategy and actively participate in major activities.
To improve product quality and efficiency, the supply chain center continuously carries out training and guidance of total productive maintenance (TPM) and puts learning outcomes into practice through annual theme formulation, plan implementation and achievement display.
Assist new employees in getting involved as quickly as possible and understanding that the Company is the foundation, so knowledge training, new employee guidance, factory visit and professional course are arranged to help new employees get started quickly and adapt to the organization's culture.
We hope with employees and the Company could grow together, so we check
78
professional skills together with employees so that they can not only understand their working conditions but also develop their learning ability. To build a diversified learning environment, except existing learning methods, online resource learning and professional skill training are conducted so that the Company and employees can plan to learn contents more flexibly. In the future, we will devote ourselves to building a professional and operable learning team based on this!
4.Protective measures for the work environment and employees' safety:
To improve the work environment and employee's safety, the factory introduces occupational safety and health management systems ISO-45001:2018 and CNS 45001:2018 and environmental protection system ISO-14001: 2015 to verify and standardize safety and health system plans developed as stipulated, in line with "planning (P)", “Do (D)”, "Check (C)" and "Audit (A)", under environment integration, safety and health matters and holistic management system and through reference with the external situation and legal development in order to effectively implement an environmental safety management system and improve ESH performance.
5.The top management shall demonstrate its leadership and commitment to the ESH Management System in the following ways:
-
(1) Prevent damage and insalubrity events; provide safe and healthy workplaces and carry out relevant activities to assume absolute responsibility for the effectiveness of ESH management systems.
-
(2) Ensure that the ESH policy and ESH objectives are established, and are compatible with the organization's strategic direction and context;
-
(3) Ensure that the requirements of the ESH Management System are integrated into the organization's business processes.
-
(4) Ensure that the resources required for the ESH Management System are available.
-
(5) Communicate the importance of effectively implementing environment, safety and health management and complying with ESH Management System requirements.
-
(6) Ensure that the ESH Management System can achieve its expected outcomes.
-
(7) Guide and support staff to contribute to the effectiveness of the ESH Management System.
-
(8) Ensure and promote continual improvement.
-
(9) Support other relevant management roles to show their leadership in own responsible areas.
-
(10) Develop, guide and promote an internal organizational culture that supports the expected outcomes of the OSH Management System.
-
(11) While reporting events, harms, risks and opportunities, protect workers from revenge.
-
(12) Ensure that the organization establishes and implements consultation and participation procedures for its workers.
-
(13) Support the establishment and operation of the Safety and Health Committee.
79
6.Employee Code of Practice
To specify rights and obligations of employee and employer, improve the operating management system and encourage employees to make concerted efforts, employee working rules are developed according to the Labor Standards Act and relevant decrees, which specify the code of practice as follows:
-
(1) Employees should be devoted to their duties, comply with company rules and follow supervisors' reasonable guidance and management and should not perform their duties in a perfunctory manner or shuffle and disobey. Supervisors should give guidance to employees kindly.
-
(2) Employees should work seriously and protect public properties inside the Company to reduce losses and improve quality and production and keep business or occupational secrets confidential outside the Company.
-
(3) The Company’s employees shall report their duties and business to supervisors from the first level up and shall not bypass mid-level supervisors and directly report to higher-level supervisors unless it is an emergency or a special circumstance.
-
(4) Without permission, employees should not take relatives and friends to workplaces.
-
(5) Employees shall not use their power for their interests or others.
-
(6) Without the Company's written permission, employees should not engage in similar services outside the Company in order not to the affect performance of the labor contract.
-
(7) Employees shall not receive treats, gifts, rebates, or other illegal benefits in their duties or the violation of their duties.
-
(8) Employees should not carry ammunitions, weapons, dangerous goods (articles and other chemicals and inflammable products that are not needed for work and can cause personal damage or may cause a disaster easily), prohibited goods, articles unrelated to production and illegal articles to workplaces.
-
(9) Without permission, employees should not take public properties out of workplaces or lend them to other units or individuals.
-
(10) Employee and employer should negotiate about changes in labor contracts; if necessary, the employer should mobilize employees according to the following principles:
-
For the need of business management and without malignant motives. If the law or regulation has provided otherwise, the laws shall prevail.
-
Employee's salaries and other labor conditions are not changed in a malignant way.
-
Employees are eligible for work in physical condition and skill.
-
If the workplace is too far, the employer should provide necessary assistance.
-
Consider employee's and their family's life benefits.
7.Labor contract
The Company selects an employee representative according to labor meeting implementation methods drafted by the labor committee and employer representative is recommended by the Company. The term of employee representative and employer representative is three years, the successively selected employee representative should
80
be reappointed, the successively appointed employer representative should be reappointed, the labor meeting should be convened every three months with employee representative and employer representative participating to coordinate labor relations, promote labor cooperation and prevent labor disputes; employee and employer should discuss matters concerning laborer's welfare, labor safety and health, productivity improvement and annual plan and reach a consensus for both parties' benefits.
- (II) Loss Resulting from Labor-management Relations in the Most Recent Fiscal Year and the Current Fiscal Year up to the Date of Publication of the Annual Report: None.
81
VI. Major Agreements
April 30, 2021
| Type of Contract |
Party | Contract Duration | Contract Content | Restrictions |
|---|---|---|---|---|
| Technical cooperation |
Quaker Oats Company |
1994.07-2034.07.11 (Note 1) |
Produce Quaker oatmeal and oat flour for babies with Quaker brand in Taiwan |
(Note 2) |
| Distributor/ General Agent |
Fonterra Brands (Far East) Limited |
2008.04.28-2021.04.27 (Note 3) |
Exclusive agency in Taiwan Fonterra Brands products |
(Note 3) |
| Supply and Sales Contract |
Welfare Division of the Ministry of National Defense |
2020.10.23-2021.10.22 (Note 4) |
Provide welfare for officers and soldiers and their family dependents of the National Revolutionary Army |
None |
Note 1: Contracts should be renewed on a basis of five years and both parties should negotiate about renewal of contracts six months before expiration.
Note 2: Net sales of Quaker products decreased by above 18% for consecutive two quarters compared with the preceding year and the Company failed to explain the reason to Quaker Oats Company. If it was not because the Company did not perform the obligations hereunder, Quaker Oats Company shall terminate the contract by issuing a written notice to the Company six months in advance.
Note 3: The sole distributor contract was consent not to be renewed by both parties after it expired on April 27, 2021. Note 4: Renewal of contract per year.
82
Chapter 6. Financial Information
-
I. Condensed balance sheet, income statement, external auditor's name and audit opinion for the most recent five years
-
(1) Condensed Balance Sheets and Statements of Comprehensive Income
- International Financial Reporting Standards (IFRS)
Abbreviated Consolidated Balance Sheet-IFRS-Consolidated
Unit: NT$ thousand
| Unit: NT$ thousand | |||||||
|---|---|---|---|---|---|---|---|
| Year Item |
Most-Recent 5-Year Financial Information |
As of March 31, 2021 (Note 1) |
|||||
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| Current assets | 15,127,876 | 15,496,940 |
17,107,047 |
18,513,185 |
21,125,786 |
19,777,311 |
|
| Property, plant and equipment |
4,684,441 | 5,676,084 |
5,478,238 |
5,125,312 |
4,201,645 |
4,147,750 |
|
| Intangible assets | 144,702 | 78,066 |
73,050 |
68,087 |
106,208 |
104,227 |
|
| Other assets | 1,862,067 | 1,458,398 |
1,339,321 |
1,781,681 |
2,390,223 |
2,798,536 |
|
| Total asset value | 21,819,086 | 22,709,488 |
23,997,656 |
25,488,265 |
27,823,862 |
26,827,824 |
|
| Current liabilities |
Before distribution |
6,865,895 | 7,137,271 |
7,510,934 |
7,682,083 |
8,955,895 |
7,391,076 |
| After distribution |
8,273,725 | 8,967,450 |
9,798,658 |
10,107,070 |
(Note 2) |
(Note 2) |
|
| Non-current liabilities | 535,430 | 548,609 |
446,397 |
855,491 |
852,340 |
758,998 |
|
| Total liabilities |
Before distribution |
7,401,325 | 7,685,880 |
7,957,331 |
8,537,574 |
9,808,235 |
8,150,074 |
| After distribution |
8,809,155 | 9,516,059 |
10,245,055 |
10,962,561 |
(Note 2) |
(Note 2) |
|
| Equity attributable to owners ofparent company |
14,217,975 | 14,785,740 |
15,806,926 |
16,678,127 |
17,684,488 |
18,310,660 |
|
| Share capital | 8,798,939 | 9,150,897 |
9,150,897 |
9,150,897 |
9,150,897 |
9,150,897 |
|
| Capital surplus | 72,397 | 83,124 |
93,045 |
109,718 |
127,392 |
127,392 |
|
| Retained earnings |
Before distribution |
5,449,618 | 5,833,327 |
6,915,111 |
8,016,188 |
8,782,873 |
9,347,842 |
| After distribution |
3,689,830 | 4,003,148 |
4,627,387 |
5,591,201 |
(Note 2) |
(Note 2) |
|
| Other equity | (81,797) | (260,426) | (330,945) | (577,494) | (355,492) | (294,289) | |
| Treasurystock | (21,182) | (21,182) | (21,182) | (21,182) | (21,182) | (21,182) | |
| Non-controllingInterests | 199,786 | 237,868 |
233,399 |
272,564 |
331,139 |
367,090 |
|
| Total equity | Before distribution |
14,417,761 | 15,023,608 |
16,040,325 |
16,950,691 |
18,015,627 |
18,677,750 |
| After distribution |
13,009,931 | 13,193,429 |
13,752,601 |
14,525,704 |
(Note 2) |
(Note 2) |
Note 1: Reviewed by independent auditors.
Note 2: Determined by resolutions of the Annual General Shareholders' Meeting.
83
Abbreviated Consolidated Income Statement -IFRS-Consolidated
Unit: NTD thousands (EPS: NTD)
| Year Item |
Most-Recent 5-Year Financial Information |
Most-Recent 5-Year Financial Information |
Most-Recent 5-Year Financial Information |
Most-Recent 5-Year Financial Information |
Most-Recent 5-Year Financial Information |
Financial information as of March 31, 2021 (Note 1) |
|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Operatingrevenue | 27,073,564 | 26,477,924 |
27,340,587 |
31,266,232 |
34,466,244 |
8,269,002 |
| Grossprofit | 8,005,049 | 7,399,955 |
8,254,345 |
9,631,013 |
9,609,454 |
2,105,534 |
| Operating profit(loss) | 3,011,552 | 2,794,878 |
3,149,836 |
4,423,873 |
4,044,179 |
720,185 |
| Non-operating revenue and expenses |
268,253 | (49,475) |
526,396 |
124,661 |
244,532 |
5,001 |
| Profit before income tax | 3,279,805 | 2,745,403 |
3,676,232 |
4,548,534 |
4,288,711 |
725,186 |
| Net income from continuingoperations |
2,637,756 | 2,209,909 |
2,968,307 |
3,454,836 |
3,255,830 |
571,436 |
| Loss from discontinued operations |
- | - |
- |
- |
- |
- |
| Net Income(Loss) | 2,637,756 | 2,209,909 |
2,968,307 |
3,454,836 |
3,255,830 |
571,436 |
| Other comprehensive income for the period (after tax) |
(438,072) | (214,628) |
(138,749) |
(256,189) |
240,351 |
90,687 |
| Total comprehensive income for theperiod |
2,199,684 | 1,995,281 |
2,829,558 |
3,198,647 |
3,496,181 |
662,123 |
| Net Income Attributable to Shareholders of the Parent |
2,606,544 | 2,173,044 |
2,949,089 |
3,416,097 |
3,212,801 |
564,969 |
| Net Income Attributable to Non-controlling Interests |
31,212 | 36,865 |
19,218 |
38,739 |
43,029 |
6,467 |
| Comprehensive Income Attributable to Owners of the Parent |
2,170,889 | 1,964,868 |
2,813,107 |
3,142,252 |
3,413,674 |
626,172 |
| Comprehensive Income Attributable to Non- controllingInterests |
28,795 | 30,413 |
16,451 |
56,395 |
82,507 |
35,951 |
| Earnings per Share (Note 2) |
2.87 | 2.39 |
3.25 |
3.76 |
3.54 |
0.62 |
Note 1: Reviewed by independent auditors. Note 2: Weighted average shares shall be calculated based on the ratio of capital increased by surplus after adjustment.
84
Abbreviated Parent-Company-Only Balance Sheet-IFRS-Individual
Unit: NT$ thousand
| Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | ||
|---|---|---|---|---|---|---|
| Year Item |
Most-Recent 5-Year Financial Information |
|||||
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Current assets | 5,048,559 | 5,266,070 |
6,625,406 |
7,306,207 |
7,566,635 |
|
| Property, plant and equipment | 1,363,441 | 1,409,677 |
1,420,548 |
1,372,629 |
1,352,887 |
|
| Intangible assets | 3,558 | 3,375 |
1,672 |
2,943 |
13,660 |
|
| Other assets | 10,097,381 | 10,295,641 |
10,308,831 |
10,914,409 |
11,651,568 |
|
| Total asset value | 16,512,939 | 16,974,763 |
18,356,457 |
19,596,188 |
20,584,750 |
|
| Current liabilities |
Before distribution |
1,914,283 | 1,790,235 |
2,220,075 |
2,384,532 |
2,326,250 |
| After distribution |
3,322,113 | 3,620,414 |
4,507,799 |
4,809,519 |
(Note 1) |
|
| Non-current liabilities | 380,681 | 398,788 |
329,456 |
533,529 |
574,012 |
|
| Total liabilities | Before distribution |
2,294,964 | 2,189,023 |
2,549,531 |
2,918,061 |
2,900,262 |
| After distribution |
3,702,794 | 4,019,202 |
4,837,255 |
5,343,588 |
(Note 1) |
|
| Share | capital | 8,798,939 | 9,150,897 |
9,150,897 |
9,150,897 |
9,150,897 |
| Capital surplus | 72,397 | 83,124 |
93,045 |
109,718 |
127,392 |
|
| Retained earnings |
Before distribution |
5,449,618 | 5,833,327 |
6,915,111 |
8,016,188 |
8,782,873 |
| After distribution |
3,689,830 | 4,003,148 |
4,627,387 |
5,591,201 |
(Note 1) |
|
| Other | equity | (81,797) | (260,426) | (330,945) | (577,494) | (355,492) |
| Treasurystock | (21,182) | (21,182) | (21,182) | (21,182) | (21,182) | |
| Total equity | Before distribution |
14,217,975 | 14,785,740 |
15,806,926 |
16,678,127 |
17,684,488 |
| After distribution |
12,810,145 | 12,955,561 |
13,519,202 |
14,253,140 |
(Note 1) |
Note 1: Determined by resolutions of the Annual General Shareholders' Meeting.
85
Abbreviated Parent-Company-Only Income Statement-IFRS-Individual
Unit: NTD thousands (EPS: NTD)
| Unit:NTD thousands (EPS:NTD) | Unit:NTD thousands (EPS:NTD) | Unit:NTD thousands (EPS:NTD) | Unit:NTD thousands (EPS:NTD) | Unit:NTD thousands (EPS:NTD) | |
|---|---|---|---|---|---|
| Year Item |
Most-Recent 5-Year Financial Information |
||||
| 2016 | 2017 | 2018 | 2019 | 2020 | |
| Operating revenue | 11,655,791 | 11,259,683 |
12,187,907 |
13,139,944 |
13,184,535 |
| Gross profit | 3,835,072 | 3,689,421 |
4,082,297 |
4,670,008 |
4,729,064 |
| Operating profit (loss) | 2,191,994 | 2,136,045 |
2,370,064 |
2,955,225 |
2,847,983 |
| Non-operating revenue and expenses |
883,742 | 427,729 |
1,117,097 |
1,228,861 |
1,073,384 |
Profit before income tax |
3,075,736 | 2,563,774 |
3,487,161 |
4,184,086 |
3,921,367 |
| Net income from continuing operations |
2,606,544 |
2,173,044 |
2,949,089 |
3,416,097 |
3,212,801 |
| Loss from discontinued operations |
- | - |
- |
- |
- |
Net Income (Loss) |
2,606,544 | 2,173,044 |
2,949,089 |
3,416,097 |
3,212,801 |
| Other comprehensive income for the period (after tax) |
(435,655) | (208,176) |
(135,982) |
(273,845) |
200,873 |
| Total comprehensive income for the period |
2,170,889 | 1,964,868 |
2,813,107 |
3,142,252 |
3,413,674 |
Earnings per share (Note 1) |
2.87 | 2.39 |
3.25 |
3.76 |
3.54 |
Note 1: Weighted average shares shall be calculated based on the ratio of capital increased by surplus after adjustment.
(2) Name of CPAs and Audit Opinions for the Most Recent 5 Years
| Year | Accounting Firm | Name of CPAs | Opinion |
|---|---|---|---|
| 2020 | Deloitte & Touche | Tse-Li Lung, Chih-Yuan Chen | Unmodified opinion |
| 2019 | Deloitte & Touche | Tse-Li Lung, Yang Ching-Chiang | Unmodified opinion |
| 2018 | Deloitte & Touche | Tse-Li Lung, Yang Ching-Chiang | Unmodified opinion |
| 2017 | Deloitte & Touche | Ting-Chen Hsü, Tse-Li Kung | Unmodified opinion |
| 2016 | Deloitte & Touche | Ting-Chen Hsü, Tse-Li Kung | Unmodified opinion |
86
II. Financial Analysis in the Most Recent Five Years
(1) Consolidated Financial Analysis -IFRS (Consolidated)
| Year Analysis Item (Note 1) |
Year Analysis Item (Note 1) |
Financial Analysis in the Most Recent Five Years |
Financial Analysis in the Most Recent Five Years |
Financial Analysis in the Most Recent Five Years |
Financial Analysis in the Most Recent Five Years |
Financial Analysis in the Most Recent Five Years |
As of March 31, 2021 (Note) |
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| Financial Structure (%) |
Debt-to-asset ratio (%) | 33.92 | 33.84 |
33.16 |
33.50 |
35.25 |
30.38 |
| Ratio of long-term capital to property, plant, and equipment (%) |
319.21 | 274.35 |
300.95 |
347.42 |
449.06 |
468.61 |
|
| Debt service ability |
Current ratio (%) | 220.33 | 217.13 |
227.76 |
240.99 |
235.89 |
267.58 |
Quick ratio (%) |
127.07 | 129.47 |
150.05 |
175.10 |
160.32 |
170.41 |
|
| Interest coverage ratio (%) | 62.24 | 37.26 |
46.53 |
98.03 |
84.54 |
63.92 |
|
| Operating Ability |
Accounts receivable turnover rate(times) |
5.57 | 5.11 |
4.86 |
4.96 |
5.41 |
5.75 |
| Average days for cash receipts | 65.52 | 71.42 |
75.10 |
73.58 |
67.46 |
63.47 |
|
| Inventory turnover rate (times) | 4.80 |
4.31 |
4.36 |
5.51 |
5.67 |
4.65 |
|
| Accounts payable turnover rate(times) |
9.40 | 9.96 |
9.76 |
9.28 |
10.87 |
12.80 |
|
| Average days for sale of goods | 76.04 |
84.68 |
83.71 |
66.24 |
64.37 |
78.49 |
|
| Property, plant, and equipment turnover rate(times) |
6.39 |
5.11 |
4.90 |
5.90 |
7.39 |
7.92 |
|
| Total assets turnover rate (times) |
1.28 | 1.19 |
1.17 |
1.26 |
1.29 |
1.21 |
|
| Profitability | Return on total assets (%) | 12.67 | 10.21 |
12.99 |
14.11 |
12.37 |
8.50 |
| Return on equity (%) | 18.89 | 15.01 |
19.11 |
20.94 |
18.62 |
12.46 |
|
Pre-tax profit to paid-in capital (%) (Note 7) |
37.28 |
30.00 |
40.17 |
49.71 |
46.87 |
31.70 |
|
| Net profit margin (%) | 9.74 | 8.35 |
10.86 |
11.05 |
9.45 |
6.91 |
|
| Earnings per share (NT$) | 2.87 | 2.39 |
3.25 |
3.76 |
3.54 |
0.62 |
|
| Cash Flows | Cash flow ratio (%) | 32.99 | 35.62 |
35.14 |
65.43 |
27.13 |
(9.32) |
Cash flow adequacy ratio (%) |
91.42 | 88.34 |
101.02 |
118.09 |
97.00 |
97.46 |
|
| Cash reinvestment ratio (%) | 5.41 | 5.88 |
3.93 |
13.12 |
- |
(3.09) |
|
| Leverage | Operating leverage | 1.45 | 1.49 |
1.47 |
1.46 |
1.57 |
1.73 |
| Financial leverage | 1.02 | 1.03 |
1.03 |
1.01 |
1.01 |
1.02 |
|
| Reasons for changes in financial ratios in the most recent two years: 1. The ratio of long-term capital to fixed assets increased in 2020 due to an increase in legal surplus in total equity and a decrease in net amount of property, plant and equipment. 2. The turnover rate for property, plant and equipment increased in 2020 due to an increase in revenue and a decrease in net amount of property, plant and equipment. 3. Increase in cash flow ratio in 2020: due to an increase in net cash flow from operating activities. 4. Decrease in cash reinvestment ratio in 2020: due to a decrease in net cash flow from operatingactivities. |
Reasons for changes in financial ratios in the most recent two years:
-
The ratio of long-term capital to fixed assets increased in 2020 due to an increase in legal surplus in total equity and a decrease in net amount of property, plant and equipment.
-
The turnover rate for property, plant and equipment increased in 2020 due to an increase in revenue and a decrease in net amount of property, plant and equipment.
-
Increase in cash flow ratio in 2020: due to an increase in net cash flow from operating activities.
-
Decrease in cash reinvestment ratio in 2020: due to a decrease in net cash flow from operating activities.
Note: Reviewed by CPAs.
87
Financial analysis - International Financial Reporting Standards (Individual)
| Year Analysis Item (Note 1) |
Year Analysis Item (Note 1) |
Financial Analysis in the Most Recent Five Years |
Financial Analysis in the Most Recent Five Years |
Financial Analysis in the Most Recent Five Years |
Financial Analysis in the Most Recent Five Years |
Financial Analysis in the Most Recent Five Years |
|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Financial Structure (%) |
Debt-to-asset ratio (%) | 13.90 | 12.90 |
13.89 |
14.89 | 14.09 |
| Ratio of long-term capital to property, plant,and equipment(%) |
1,070.72 | 1,077.16 |
1,135.93 |
1,253.92 |
1,349.60 |
|
| Debt service ability |
Current ratio (%) | 263.73 | 294.16 |
298.43 |
306.40 |
325.27 |
| Quick ratio (%) | 146.95 | 170.75 |
202.26 |
214.80 |
238.03 |
|
| Interest coverage ratio (%) | 1,382.73 | - |
5,091.75 |
3,125.78 |
3,618.50 |
|
| Operating Ability |
Accounts receivable turnover rate (times) |
5.99 | 5.74 |
5.97 |
5.91 |
5.98 |
| Average days for cash receipts | 60.93 | 63.58 |
61.13 |
61.75 |
61.03 |
|
| Inventory turnover rate (times) | 4.02 | 4.05 |
4.36 |
4.51 |
4.50 |
|
| Accounts payable turnover rate (times) |
9.01 | 9.39 |
9.90 |
9.35 |
9.65 |
|
| Average days for sale of goods | 90.79 | 90.12 |
83.71 |
80.93 |
81.11 |
|
| Property, plant, and equipment turnover rate(times) |
8.67 | 8.12 |
8.61 |
9.41 |
9.67 |
|
| Total assets turnover rate (times) | 0.71 | 0.67 |
0.69 |
0.69 |
0.66 |
|
| Profitability | Return on total assets (%) | 15.91 | 12.98 |
16.70 |
18.01 |
16.00 |
| Return on equity (%) | 18.94 | 14.98 |
19.28 |
21.03 |
18.70 |
|
Ratio of Pre-tax Net Income to Paid-in Capital Ratio(%) (Note 5) |
34.96 | 28.02 |
38.11 |
45.72 |
42.85 |
|
| Net profit margin (%) | 22.36 | 19.30 |
24.20 |
26.00 |
24.37 |
|
| Earnings per share (NT$) | 2.87 | 2.39 |
3.25 |
3.76 |
3.54 |
|
| Cash Flows | Cash flow ratio (%) | 106.59 | 107.93 |
79.67 |
105.51 |
54.96 |
Cash flow adequacy ratio (%) |
137.07 | 129.44 |
119.95 |
114.28 |
92.15 |
|
| Cash reinvestment ratio (%) | 4.74 | 3.09 |
(0.34) |
1.18 |
(5.58) |
|
| Leverage | Operating leverage | 1.40 | 1.40 |
1.35 |
1.29 |
1.34 |
| Financial leverage | 1.00 | 1.00 |
1.00 |
1.00 |
1.00 |
|
| Reasons for changes in financial ratios in the most recent two years: 1. The decrease in the cash flow ratio in 2020 was mainly due to a decrease in net cash flows generated from operating activities. 2. The cash reinvestment ratio decreased in 2020 due to a decrease in net cash flows from operating activities, increase in working capital (increase in other receivables-related people in current assets) and increase in investments by the equity method. |
Reasons for changes in financial ratios in the most recent two years:
-
The decrease in the cash flow ratio in 2020 was mainly due to a decrease in net cash flows generated from operating activities.
-
The cash reinvestment ratio decreased in 2020 due to a decrease in net cash flows from operating activities, increase in working capital (increase in other receivables-related people in current assets) and increase in investments by the equity method.
-
Note 1: The following formulas should be outlined at the end of the annual report: 1. Financial structure
(1) Debt ratio = Total liabilities/Total assets.
(2) Ratio of long-term capital to property, plant, and equipment = (Total equity + Non-current liabilities)/Net value of property, plant, and equipment.
88
-
Solvency
-
(1) Current ratio = Current assets/Current liabilities.
-
(2) Quick ratio = (Current assets - Inventories - Prepaid expenses)/Current liabilities.
-
(3) Interest coverage ratio = Income before tax and interest expenses/Interest expenses.
-
-
Operating ability
-
(1)Accounts receivable (including accounts receivable and notes receivable generated from operations) turnover rate = Net sales/Average balance of accounts receivable (including accounts receivable and notes receivable generated from operations) for each period.
- (2) Average days for cash receipts = 365/Accounts receivable turnover rate.
-
(3) Inventory turnover rate = Cost of goods sold/Average inventories.
-
(4) Accounts payable (including accounts payable and notes payable generated from operations) turnover rate = Cost of goods sold/Average balance of accounts payable (including accounts payable and notes payable generated from operations) for each period.
- (5) Average days for sale of goods = 365/Inventory turnover rate.
-
(6) Property, plant, and equipment turnover rate = Net sales/Average net property, plant, and equipment.
-
(7) Total assets turnover rate = Net sales/Average total assets.
-
-
Profitability
-
(1) Return on assets = [Income after tax + Interest expenses x (1 - tax rate)]/Average total assets.
-
(2) Return on equity = Income after tax/Average total equity.
-
(3) Net profit margin = Income after tax/Net sales.
-
(4) Earnings per share = (Income attributable to owners of the parent - preferred stock dividends)/Weighted average number of shares issued. (Note 2)
-
-
Cash flows
-
(1) Cash flow ratio = Net cash flows generated from operating activities/Current liabilities.
-
(2) Cash flow adequacy ratio = Five-year sum of net cash flows generated from operating activities/Five-year sum of capital expenditure, inventory additions and cash dividends).
-
(3) Cash reinvestment ratio = (Net cash flows from operating - cash dividends)/(Gross amount of property, plant, and equipment + Long term investment + Other non-current assets + Working capital). (Note 3)
-
-
Leverage
-
(1) Operating leverage = (Net operating revenue - Variable operating costs & expenses)/Operating income (Note 4).
-
(2) Financial leverage = Operating income/(Operating income - Interest expenses).
-
-
Note 2: Special attention shall be paid to the following matters when using the calculation formula of earning per share above:
-
Shares outstanding is based on weighted average shares, and not based on year-end shares outstanding.
-
Cash offerings or treasury stock transactions are considered in calculating weighted average shares.
-
Earnings appropriation or reserves to paid-in capital shall be calculated and adjusted accordingly.
-
If preferred shares are cumulative non-convertible preferred shares, dividends shall be subtracted (regardless of whether they are paid out in dividends), from after-tax net profit. If preferred shares are non-cumulative, in the event of net profits, preferred shares shall be subtracted after tax, but no adjustments needed if there are losses.
-
Note 3: Special attention should be paid to the following when measuring cash flow analysis:
-
Cash flows from operating activities refer to operating cash flows.
-
Capital expenditures are from the annual cash flow statements on capital expenditure outflows.
-
Inventory increases are from period-end balance greater than period beginning balances, if inventories are less, then zero is applied.
-
Cash dividends include common stock and preferred shares dividends.
-
Property, plant, and machinery balance is after subtracting accumulative depreciation.
-
Note 4: The issuer shall classify the operating costs and operating expenses as fixed or variable as per their nature. If it involves estimation or subjective judgment, they are classified based on rationality and consistency.
-
Note 5: Where Corporation shares have no par value or where the par value per share is not NTD 10, any calculations that involve paid-in capital and its ratio shall be replaced with the equity ratio belonging to the owner of the parent Corporation of the asset balance sheet.
89
III. Audit Committee's Audit Report on the Financial Statement for the Most Recent Year
Standard Foods Corporation
Audit Committee Review Report
The Board of Directors has prepared and submitted the Company's 2020 Business Report, Consolidated Financial Statements, Individual Financial Statements, and earnings distribution plans, of which the Consolidated Financial Statements and Individual Financial Statements have been audited and certified by the independent auditors of Deloitte & Touche and Chih-Yuan Chen, and an audit report has been issued. The abovementioned Business Report, Consolidated Financial Statements, Individual Financial Statements, and earnings distribution plans have been reviewed by us, the Audit Committee of the Company. We have not found any inconsistencies with applicable laws in our review of the aforementioned documents. Therefore, we, the Audit Committee, hereby issue this report in compliance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Sincerely,
Shareholders’ Meeting of Standard Foods Co., Ltd. in 2021
Standard Foods Corporation
Convener of the Audit Committee: Ben Chang
March 23, 2021
90
IV. Consolidated Financial Statements for the Most Recent Fiscal Year
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, 2020 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 22, 2021
- 91 -
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, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and 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, 2020 and 2019, 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, 2020 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. 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. 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.
- 92 -
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, 2020. 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, 2020 is stated as follows:
Estimate of Return Liability
Standard Foods Corporation and its subsidiaries which are located in China mainly manufactures and sells nutritious foods, edible oils, dairy products and beverages. Taking into account the historical experience of its sales in the past, the Company estimates the probable amount of each product’s return liability. Refer to Notes 5 and 22 to the consolidated financial statements for detailed information related to return liability. Because the assessment of return liability involves management’s critical accounting estimates and judgments, we considered the assessment of return liability to be a key audit matter.
The key audit procedures that we performed in respect of the estimate of return liability included the following:
-
We obtained an understanding and tested the design and operating effectiveness of the key controls over the estimates of the return liability.
-
We selected samples from the sales return transactions and inspected the correctness of the sales returns in current year.
-
We obtained the relevant reports of estimates of sales return liability, and we recalculated and reviewed that the assessment results were adequate.
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, 2020 and 2019, 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.
- 93 -
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:
-
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.
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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.
-
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.
-
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.
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, 2020 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.
- 94 -
The engagement partners on the audits resulting in this independent auditors’ report are Tza-Li Gung and ZhiYuan Chen.
Deloitte & Touche Taipei, Taiwan Republic of China March 22, 2021
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.
- 95 -
STANDARD FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (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 25) Trade receivables (Notes 10 and 25) Trade receivable from related parties (Notes 25 and 33) Finance lease receivables - current (Note 11) Other receivables (Note 10) Current tax assets (Note 27) Inventories (Note 12) Prepayments (Note 13) Other current assets (Notes 19 and 34) 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 34) Right-of-use assets (Note 16) Investment properties (Notes 17 and 34) Goodwill Other intangible assets (Note 18) Deferred tax assets (Note 27) Finance lease receivables - non-current (Note 11) Net defined benefit assets - non-current (Note 23) Other non-current assets (Notes 19 and 34) Total non-current assets LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 20 and 34) Short-term bills payable (Note 20) Contract liabilities - current (Note 25) Notes payable (Note 21) Trade payables (Note 21) Trade payables to related parties (Note 33) Other payables (Note 22) Current tax liabilities (Note 27) Lease liabilities - current (Note 16) Current portion of long-term borrowings (Notes 20 and 34) Other current liabilities (Note 5 and 22) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Note 27) Lease liabilities - non-current (Note 16) Net defined benefit liabilities - non-current (Note 23) Other non-current liabilities (Note 22) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24) 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 24) Total equity TOTAL |
2020 | 2019 | ||
| Amount % $ 4,332,018 16 1,490,336 5 249,485 1 1,728,070 6 3,154 - 6,295,581 23 9,011 - 2,917 - 224,370 1 23,063 - 5,124,648 18 1,579,289 6 63,844 - 21,125,786 76 10,666 - 267,178 1 4,201,645 15 626,440 2 844,797 3 817 - 105,391 - 417,127 2 24,031 - 3,521 - 196,463 1 6,698,076 24 $ 27,823,862 100 $ 1,846,767 7 129,869 1 748,044 3 90,333 - 2,107,188 8 20,526 - 3,442,258 12 399,020 1 77,782 - - - 94,108 - 8,955,895 32 351,328 1 200,191 1 280,701 1 20,120 - 852,340 3 9,808,235 35 9,150,897 33 127,392 - 3,287,022 12 577,494 2 4,918,357 18 8,782,873 32 (355,492) (1) (21,182) - 17,684,488 64 331,139 1 18,015,627 65 $ 27,823,862 100 |
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 |
The accompanying notes are an integral part of the consolidated financial statements.
- 96 -
STANDARD FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE Sales (Notes 25 and 33) OPERATING COSTS Cost of goods sold (Notes 12, 26 and 33) GROSS PROFIT OPERATING EXPENSES (Note 26) 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 Interest income (Note 26) Other income (Note 26) Other gains (Notes 26 and 29) Finance costs (Note 26) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 27) 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 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 27) Total items that will not be reclassified subsequently to profit or loss |
2020 Amount % $ 34,466,244 100 24,856,790 72 9,609,454 28 4,232,068 12 1,152,067 3 166,035 1 15,105 - 5,565,275 16 4,044,179 12 119,907 - 39,862 - 136,100 1 (51,337) - 244,532 1 4,288,711 13 1,032,881 3 3,255,830 10 (26,831) - 140,235 - 5,347 - 118,751 - |
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 74,819 - 35,918 - 60,803 - (46,879) - 124,661 - 4,548,534 14 1,093,698 3 3,454,836 11 (36,667) - 54,764 - 7,671 - 25,768 - (Continued) |
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STANDARD FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Income tax relating to the items that may be reclassified subsequently to profit or loss (Note 27) Total items that may be reclassified subsequently to profit or loss Other comprehensive income (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 28) Basic Diluted |
2020 Amount % $ 151,809 - (30,209) - 121,600 - 240,351 - $ 3,496,181 10 $ 3,212,801 10 43,029 - $ 3,255,830 10 $ 3,413,674 10 82,507 - $ 3,496,181 10 $ 3.54 $ 3.53 |
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 |
||||
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, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2019 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 Appropriation of 2019 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, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Total comprehensive income for the year ended December 31, 2020 BALANCE AT DECEMBER 31, 2020 |
Equity Attributa | ble to Owners of | the | Company | Total Non-controlling Interests $ 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 - - - - (2,424,987) - 17,674 - - (23,932) 3,212,801 43,029 200,873 39,478 3,413,674 82,507 $ 17,684,488 $ 331,139 |
Total Equity $ 16,040,325 |
|||
|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares Capital Surplus $ 9,150,897 $ 93,045 - - - - - - - 16,673 - - - - - - - - 9,150,897 109,718 - - - - - - - 17,674 - - - - - - - - $ 9,150,897 $ 127,392 |
Legal Reserve Special Reserve Unappropriated Earnings $ 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 4,739,831 341,610 - (341,610) - 246,549 (246,549) - - (2,424,987) - - - - - - - - 3,212,801 - - (21,129) - - 3,191,672 $ 3,287,022 $ 577,494 $ 4,918,357 |
Other Equity | Total Treasury Shares $ (330,945) $ (21,182) - - - - - - - - - - - - (246,549) - (246,549) - (577,494) (21,182) - - - - - - - - - - - - 222,002 - 222,002 - $ (355,492) $ (21,182) |
||||||
| Exchange Differences on Translation of the Financial Statements of Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Foreign Operations Comprehensive Income $ (412,869) $ 81,924 - - - - - - - - - - - - (280,169) 33,620 (280,169) 33,620 (693,038) 115,544 - - - - - - - - - - - - 120,832 101,170 120,832 101,170 $ (572,206) $ 216,714 |
|||||||||
| Total $ 6,915,111 |
|||||||||
- |
- |
- |
|||||||
- |
- |
- |
|||||||
- |
(2,287,724) - |
(2,287,724) 16,673 |
|||||||
16,673 |
|||||||||
- |
- |
(17,230) 3,454,836 (256,189) 3,198,647 |
|||||||
- - |
3,416,097 (27,296) 3,388,801 |
||||||||
- |
|||||||||
109,718 |
8,016,188 |
16,950,691 |
|||||||
- |
- |
- |
|||||||
- |
- |
- |
|||||||
- |
(2,424,987) - |
(2,424,987) 17,674 |
|||||||
17,674 |
|||||||||
- |
- |
(23,932) 3,255,830 240,351 |
|||||||
- - |
3,212,801 (21,129) 3,191,672 |
||||||||
- |
3,496,181 |
||||||||
| $ 127,392 | $ 8,782,873 |
$ 18,015,627 |
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, 2020 AND 2019 (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 on disposal of investment properties Others Changes in operating assets and liabilities Financial assets mandatorily classified as fair value through profit or loss Notes receivable Trade receivables Trade receivables from related parties 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 Purchase of financial assets at amortized cost Refund of financial assets at amortized cost Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Payments for intangible assets |
2020 $ 4,288,711 596,990 65,479 15,105 (929) 51,337 (119,907) (9,809) 2,959 - - (823,078) (134) 172,746 (9,011) (21,040) (1,427,914) (172,766) (34,073) (2,602) 409,533 (227,045) 85,049 (5,615) 562,724 64,643 (46,228) 3,415,125 110,023 (51,777) (1,043,196) 2,430,175 (3,929,027) 4,412,156 (281,891) 20,943 (42,768) |
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) 20,095 (7,564) (Continued) |
|---|---|---|
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STANDARD FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| 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 generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term bills payable Decrease in short-term bills payable Payments for long-term borrowings 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 Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE 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 |
2020 $ 2,775 - 83,674 (73,606) - 9,809 202,065 440,344 - 29,901 - (6,000) (88,207) - (286) (2,851) (2,431,245) (2,058,344) 52,219 626,115 3,705,903 $ 4,332,018 |
2019 $ 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 |
|---|---|---|
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, 2020 AND 2019 (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 22, 2021.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
Except for the following, the initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies:
1) Amendments to IFRS 3 “Definition of a Business”
The Group applies the amendments to IFRS 3 to transactions that occur on or after January 1, 2020. 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 that together significantly contribute to the ability to create outputs. To determine whether an acquired process is substantive, different criteria apply, depending on whether there are outputs at the acquisition date. 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 Group adopted the amendments starting from January 1, 2020. The threshold of materiality that could influence users has been changed to “could reasonably be expected to influence”. Accordingly, disclosures in the consolidated financial statements do not include immaterial information that may obscure material information.
-
102 -
-
b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2021
| New IFRSs Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9” Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform - Phase 2” Amendment to IFRS 16 “Covid-19 - Related Rent Concessions” |
Effective Date Announced by IASB |
|---|---|
| Effective immediately upon promulgation by the IASB January 1, 2021 June 1, 2020 |
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 “Annual Improvements to IFRS Standards 2018-2020” Amendments to IFRS 3 “Reference to the Conceptual Framework” Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IAS 1 “Classification of Liabilities as Current or Non- current” Amendments to IAS 1 “Disclosure of Accounting Policies” Amendments to IAS 8 “Definition of Accounting Estimates” Amendments to IAS 16 “Property, Plant and Equipment - Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| January 1, 2022 (Note 2) January 1, 2022 (Note 3) To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 (Note 6) January 1, 2023 (Note 7) January 1, 2022 (Note 4) January 1, 2022 (Note 5) |
-
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
-
Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
-
Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
-
Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
-
Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
-
Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
-
103 -
-
Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
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.
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
-
104 -
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 noncontrolling 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.
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 entity in the Group, 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 entities in the Group (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
- 105 -
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.
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 rental and/or for capital appreciation. Investment properties include right-of-use assets and properties under construction that meet the definition of investment properties. Investment properties also include land held for a currently undetermined future use.
Investment properties are initially measured 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.
- 106 -
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.
- 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 property, plant and equipment, right-of-use asset, intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use asset 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. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.
The 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 corresponding asset, cashgenerating 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 on the asset, 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.
- 107 -
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.
- 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 32.
- 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, 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
-
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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.
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
-
109 -
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.
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.
-
3) Financial liabilities
-
a) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
- b) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
- 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. 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
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.
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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.
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. Rightof-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.
- 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.
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
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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 services.
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.
- r. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
- 1) Current tax
Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.
According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain 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.
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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.
Estimate of Return Liability
The sales of goods are recognized upon completion of the profit-making process, on the conditions set out in Note 4. Management estimates the return liability based on market condition and the historical return rates. The sales return allowance are recorded as the deduction of sales, and management periodically reviews the reasonableness of accounting estimates.
6. CASH AND CASH EQUIVALENTS
| Cash on hand Checking accounts and demand deposits Cash equivalents (investments with original maturities of 3 months or less) Time deposits Repurchase agreements collateralized by bonds |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 2,336 4,258,398 71,284 - $ 4,332,018 |
2019 $ 2,940 3,198,093 184,478 320,392 $ 3,705,903 |
The market rate intervals of cash in bank at the end of the reporting period were as follows:
December 31 2020 2019
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Bank balance Repurchase agreements collateralized by bonds
0.001%-3.220% 0.001%-3.220% - 0.550%-0.560%
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| December 31 2020 2019 Financial assets at fair value through profit or loss (FVTPL)-current Financial assets mandatorily classified as at FVTPL Non-derivative financial assets Mutual funds $ 1,461,304 $ 667,673 Note cash 29,032 - $ 1,490,336 $ 667,673 (Continued) December 31 2020 2019 Financial assets at FVTPL-non-current Financial assets mandatorily classified as at FVTPL Non-derivative financial assets Domestic unlisted shares $ 10,666 $ 7,575 (Concluded) FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME December 31 2020 2019 Current Investments in equity instruments at fair value through other comprehensive income (FVTOCI) $ 249,485 $ 186,711 Non-current Investments in equity instruments at FVTOCI $ 267,178 $ 189,695 a. Investments in equity instruments at FVTOCI December 31 2020 2019 Current Listed shares and emerging market shares Ordinary shares - Far Eastern International Bank $ 15,374 $ 16,479 Ordinary shares - Chunghwa Telecom Co., Ltd 5,297 5,346 |
December 31 | December 31 | |
|---|---|---|---|
| 2020 2019 $ 1,461,304 $ 667,673 29,032 - $ 1,490,336 $ 667,673 (Continued) December 31 |
|||
| 2020 2019 $ 249,485 $ 186,711 $ 267,178 $ 189,695 December 31 |
|||
| 2020 2019 $ 15,374 $ 16,479 5,297 5,346 |
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
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| 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. |
8,815 19,881 152,418 47,700 $ 249,485 $ 62,423 14,918 188,784 1,053 $ 267,178 |
9,126 19,198 106,772 29,790 $ 186,711 $ 65,640 15,702 107,424 929 $ 189,695 |
|---|---|---|
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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.
Dividends of $9,809 thousand and $11,231 thousand were recognized during 2020 and 2019, respectively.
9. FINANCIAL ASSETS AT AMORTIZED COST
| Current Time deposits with original maturities of more than 3 months |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 1,728,070 |
2019 $ 2,206,805 |
The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 0.35%-4.13% and 0.65%-2.85% per annum as of December 31, 2020 and 2019, 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 Subsidy receivable Others |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 3,154 $ 6,328,068 (32,487) $ 6,295,581 $ 19,033 3,259 19,543 182,535 $ 224,370 |
2019 $ 2,977 $ 6,460,483 (20,933) $ 6,439,550 $ 8,912 595 3,118 180,458 $ 193,083 |
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.
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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 approach considering 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.
The following table details the loss allowance of trade receivables based on the Group’s provision matrix.
December 31, 2020
Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost December 31, 2019 Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost |
Not Past Due 0.01% $ 5,855,491 (537) $ 5,854,954 Not Past Due 0.01% $ 6,340,444 (733) $ 6,339,712 |
Less than 30 Days 0.44% $ 353,466 (1,549) $ 351,917 Less than 30 Days 1.68% $ 54,029 (906) $ 53,124 |
31 to 90 Days 91 to 180 Days Over 180 Days 2.97% 51.56% 96.04% $ 74,259 $ 40,270 $ 7,736 (2,207) (20,764) (7,430) $ 72,052 $ 19,506 $ 306 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 $ 6,331,222 (32,487) $ 6,298,735 Total $ 6,463,460 (20,933) $ 6,442,527 |
|---|---|---|---|---|
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 2020 2019 $ 20,933 $ 8,792 15,105 12,762 (4,206) - 655 (621) $ 32,487 $ 20,933 |
For the Year Ended December 31 2020 2019 $ 20,933 $ 8,792 15,105 12,762 (4,206) - 655 (621) $ 32,487 $ 20,933 |
For the Year Ended December 31 2020 2019 $ 20,933 $ 8,792 15,105 12,762 (4,206) - 655 (621) $ 32,487 $ 20,933 |
|---|---|---|---|
| 2020 $ 20,933 15,105 (4,206) 655 $ 32,487 |
2019 $ 8,792 12,762 - (621) $ 20,933 |
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11. FINANCE LEASE RECEIVABLES
| Undiscounted lease payments Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 onwards Less: Unearned finance income Net investment in leases presented as finance lease receivables |
December | 31 | |
|---|---|---|---|
| 2020 $ 4,200 4,700 4,800 4,800 4,800 8,600 31,900 (4,952) $ 26,948 |
2019 $ 4,200 4,200 4,700 4,800 4,800 13,400 36,100 (6,377) $ 29,723 |
As of December 31, 2020, 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 | |
|---|---|---|---|
| 2020 $ 640,373 1,977,416 350,629 2,092,141 64,089 $ 5,124,648 |
2019 $ 578,324 1,544,663 354,748 1,101,188 68,061 $ 3,646,984 |
The cost of inventories recognized as cost of goods sold for the year ended December 31, 2020 included reversals of inventory writ-downs of $12,132 thousand and loss on abandoned inventories of $44,415 thousand. 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.
13. PREPAYMENTS
| Prepayments for purchases Prepayments for rent Prepayments for insurance Excess business tax paid Prepayments for advertisements Others |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 1,025,145 5,274 980 212,798 19,490 315,602 $ 1,579,289 |
2019 $ 884,193 6,215 1,139 255,952 13,578 224,149 $ 1,385,226 |
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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 The Company Standard Foods, LLC. 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 Le Bonta Wellness Co., Ltd. (“Shanghai Le Bonta”) 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 2020 2019 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 - 100.0 100.0 - 100.0 - In June 2020, the Company invested US$300 thousand and established Standard Foods, LLC. 100.0 100.0 - 100.0 100.0 - 100.0 100.0 - 100.0 100.0 - 100.0 100.0 - 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 - |
|---|---|
15. PROPERTY, PLANT AND EQUIPMENT
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 |
Freehold Land $ 702,405 - 702,405 - - - - - $ 702,405 |
Buildings $ 3,447,188 - 3,447,188 - (49,378 ) 871,706 (129,033 ) (62,333) $ 4,078,150 |
Equipment $ 4,153,208 - 4,153,208 846 (315,990 ) 279,875 - (48,741) $ 4,069,198 |
Other Equipment $ 610,658 (9,752) 600,906 2,429 (53,531 ) 124,342 - (112,208) $ 561,938 |
Property in Construction Total $ 1,019,714 $ 9,933,173 - (9,752) 1,019,714 9,923,421 402,529 405,804 (166 ) (419,065 ) (1,275,904 ) 19 (129,033 ) (7,285) (230,567) $ 138,888 $ 9,550,579 (Continued) |
|---|---|---|---|---|---|
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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 Cost Balance at January 1, 2020 Additions Disposals Reclassified Transfers to investment properties Effects of foreign currency exchange differences Balance at December 31, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Disposals Depreciation expenses Transfers to investment properties Effects of foreign currency exchange differences Balance at December 31, 2020 Carrying amount at December 31, 2020 |
Freehold Land $ - - - - - - - $ - $ 702,405 $ 702,405 - - 2,940 - - $ 705,345 $ - - - - - $ - $ 705,345 |
Buildings $ 1,234,242 - 1,234,242 (35,189 ) 169,112 (115,644 ) 17,158 $ 1,269,679 $ 2,808,471 $ 4,078,150 324 (9,510 ) 48,874 (748,948 ) 23,825 $ 3,392,715 $ 1,269,679 (9,171 ) 171,841 (29,475 ) 7,891 $ 1,410,765 $ 1,981,950 |
Equipment $ 2,748,680 - 2,748,680 (277,760 ) 279,868 - (20,571) $ 2,730,217 $ 1,338,981 $ 4,069,198 16,303 (104,134 ) 167,842 - 18,984 $ 4,168,193 $ 2,730,217 (95,763 ) 271,391 - 8,908 $ 2,914,753 $ 1,253,440 |
Other Equipment $ 472,013 (3,863) 468,150 (48,675 ) 46,359 - (40,463) $ 425,371 $ 136,567 $ 561,938 4,434 (34,845 ) 39,470 - 3,831 $ 574,828 $ 425,371 (33,165 ) 46,004 - 2,711 $ 440,921 $ 133,907 |
Property in Construction Total $ - $ 4,454,935 - (3,863) - 4,451,072 - (361,624 ) - 495,339 - (115,644 ) - (43,876) $ - $ 4,425,267 $ 138,888 $ 5,125,312 $ 138,888 $ 9,550,579 260,830 281,891 (13,512 ) (162,001 ) (259,126 ) - - (748,948 ) (77) 46,563 $ 127,003 $ 8,968,084 $ - $ 4,425,267 - (138,099 ) - 489,236 - (29,475 ) - 19,510 $ - $ 4,766,439 $ 127,003 $ 4,201,645 (Concluded) |
|---|---|---|---|---|---|
No impairment assessment was performed for the years ended December 31, 2020 and 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 34 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
| Carrying amounts Land Buildings Office equipment Transportation equipment Additions to right-of-use assets Depreciation charge for right-of-use assets Land Buildings Office equipment Transportation equipment |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 399,166 218,696 444 8,134 $ 626,440 For the Year Ended |
2019 $ 404,964 286,147 390 8,178 $ 699,679 December 31 |
||
| 2020 $ 15,812 $ 12,314 77,501 76 3,633 $ 93,524 |
2019 $ 176,972 $ 12,381 61,539 29 2,975 $ 76,924 |
b. Lease liabilities
| Carrying amounts Current Non-current |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 77,782 $ 200,191 |
2019 $ 83,119 $ 264,496 |
Range of discount rates for lease liabilities was as follows:
| Land Buildings Office equipment Transportation equipment |
December 31 |
|---|---|
| 2020 2019 1.07%-1.49% 1.07%-1.49% 1.07%-4.35% 1.07%-4.35% 1.07% 1.07% 1.07%-3.77% 1.07%-12.04% |
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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.
Expenses relating to short-term leases Expenses relating to low-value asset leases Expenses relating to variable lease payments not included in the measurement of lease liabilities Total cash outflow for leases |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 92,994 $ 1,144 $ 77 $ (192,131) |
2019 $ 96,334 $ 881 $ - $ (178,717) |
The Group’s leases of certain office equipment 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.
17. INVESTMENT PROPERTIES
| Cost Balance at January 1, 2019 Transfers from right-of-use assets Transfers from property, plant and equipment Disposals Effects of foreign currency exchange differences Balance at December 31, 2019 Accumulated depreciation and impairment Balance at January 1, 2019 Depreciation expenses Disposals Transfers from right-of-use assets Transfers from property, plant and equipment Effects of foreign currency exchange differences Balance at December 31, 2019 Carrying amount at December 31, 2019 |
Completed Investment Properties $ 157,309 - 129,033 (41,592) (3,039) $ 241,711 $ 46,533 2,310 (37,324) - 115,644 (2,729) $ 124,434 $ 117,277 |
Right-of-use Assets $ - 5,898 - - (350) $ 5,548 $ - 225 - 123 - (15) $ 333 $ 5,215 |
Total $ 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 (Continued) |
|---|---|---|---|
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| Cost Balance at January 1, 2020 Transfers from property, plant and equipment Effects of foreign currency exchange differences Balance at December 31, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Depreciation expenses Transfers from property, plant and equipment Effects of foreign currency exchange differences Balance at December 31, 2020 Carrying amount at December 31, 2020 |
Completed Investment Properties $ 241,711 748,948 19,081 $ 1,009,740 $ 124,434 13,796 29,475 2,092 $ 169,797 $ 839,943 |
Right-of-use Assets $ 5,548 - 87 $ 5,635 $ 333 434 - 14 $ 781 $ 4,854 |
Total $ 247,259 748,948 19,168 $ 1,015,375 $ 124,767 14,230 29,475 2,106 $ 170,578 $ 844,797 (Concluded) |
|---|---|---|---|
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 fair values of the investment properties were $1,146,959 thousand and $212,653 thousand as of December 31, 2020 and 2019, respectively. The management of the Group determined the fair value with reference to market transaction prices of similar properties.
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 34.
18. INTANGIBLE ASSETS
| Trademark 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 |
Computer Software $ 233,269 7,564 - (1,120) $ 239,713 |
Total $ 440,308 7,564 34 19,067 $ 466,973 (Continued) |
|---|---|---|
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| Trademark 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 Cost Balance at January 1, 2020 $ 227,260 Additions 28,747 Disposals - Effects of foreign currency exchange differences 5,730 Balance at December 31, 2020 $ 261,737 Accumulated amortization and impairment Balance at January 1, 2020 $ 163,442 Disposals - Amortization expenses 4,822 Effects of foreign currency exchange differences 2,401 Balance at December 31, 2020 $ 170,665 Carrying amount at December 31, 2020 $ 91,072 |
Computer Software $ 230,807 6,551 (1,096) $ 236,262 $ 3,451 $ 239,713 14,021 (28,456) (39) $ 225,239 $ 236,262 (28,456) 3,158 (44) $ 210,920 $ 14,319 |
Total $ 368,076 11,632 19,996 $ 399,704 $ 67,269 $ 466,973 42,768 (28,456) 5,691 $ 486,976 $ 399,704 (28,456) 7,980 2,357 $ 381,585 $ 105,391 (Concluded) |
|---|---|---|
No impairment assessment was performed for the year ended December 31, 2020 and 2019 as there was no indication of impairment.
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. OTHER ASSETS
| Current Pledge time deposits (Note 34) Advances to officers Temporary payments Right to recover a product Others |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 4,016 24,291 10,094 25,320 123 $ 63,844 |
2019 $ 4,013 15,570 9,683 - 118 $ 29,384 |
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Non-current
| Prepayments for equipment Refundable deposits Pledge time deposits (Note 34) Others |
$ 24,737 56,259 - 115,467 $ 196,463 |
$ 6,984 53,615 85,950 114,426 |
|---|---|---|
$ 260,975 |
20. BORROWINGS
a. Short-term borrowings
| Secured borrowings (Note 34) Bank loans Unsecured borrowings Bank loans Others |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 180,000 1,650,614 16,153 $ 1,846,767 |
2019 $ 150,000 1,232,955 - $ 1,382,955 |
The range of interest rates on bank loans was 0.95%-3.20% and 1.05%-4.35% per annum as of December 31, 2020 and 2019, respectively.
- b. Short-term bills payable
| Commercial paper Less: Unamortized discount on bills payable |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 130,000 (131) $ 129,869 |
2019 $ 100,000 (32) $ 99,968 |
Outstanding short-term bills payable were as follows:
December 31, 2020
| Financial Institutions Commercial paper Mega Bills Finance Co., Ltd. International Bills Finance Corp. Taiwan Bills Finance Corp. |
Nominal Amount $ 30,000 50,000 50,000 |
Discount Amount $ (39) (49) (43) |
Carrying Amount Interest Rate Collateral $ 29,961 1.24% - 49,951 1.19% - 49,957 1.29% - |
Carrying Amount of Collateral $ - - - |
|---|---|---|---|---|
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$ 130,000 $
(131) $ 129,869
$ -
December 31, 2019
| Financial Institutions Commercial paper Mega Bills Finance Co., Ltd. International Bills Finance Corp. |
Nominal Amount $ 50,000 50,000 $ 100,000 |
Discount Amount $ (3) (29) $ (32) |
Carrying Amount Interest Rate Collateral $ 49,997 1.36% - 49,971 1.34% - $ 99,968 |
Carrying Amount of Collateral $ - - $ - |
|---|---|---|---|---|
- c. Long-term borrowings
| Secured borrowings (Note 34) Bank loans* Less: Current portions Long-term borrowings |
December | 31 | |
|---|---|---|---|
| 2020 $ - - $ - |
2019 $ 6,000 (6,000) $ - |
- As of December 31, 2020, the interest rate of the bank borrowings secured by the Group’s equipment (see Note 34) was 1.91% per annum. The bank borrowings will be repayable quarterly from March 2018. The bank borrowing was repayable at the end of February 2020.
21. NOTES PAYABLE AND TRADE PAYABLES
| Notes payable Operating Non-operating Trade payables Operating |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 90,288 45 $ 90,333 $ 2,107,188 |
2019 $ 316,444 - $ 316,444 $ 2,014,619 |
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.
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22. OTHER LIABILITIES
| Current Other payables Payable for salaries or bonuses Payable for compensation of employees Payable for remuneration of directors Payable for commission and rebates Advertisement payable Payable for royalties Payable for freight Payable for equipment Others Other liabilities Advance receipts from customers Return liability Others Non-current Other liabilities Guarantee deposits Others |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 368,144 49,921 21,965 1,234,532 226,393 23,682 116,854 86,794 1,313,973 $ 3,442,258 $ 2,430 41,596 50,082 $ 94,108 $ 19,990 130 $ 20,120 |
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 |
In accordance with business practices, the Group accepts the returns of goods sold. Taking into account the historical experience in the past, the Company estimates the return rate with the most probable amount, and recognizes the return liability, which accounts for other current liabilities, and related product rights to be returned, which accounts for other current assets.
23. 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 Act. 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
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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 2020 2019 Present value of funded defined benefit obligation $ 719,471 $ 719,306 Fair value of plan assets (442,291) (421,021) Net defined benefit liabilities $ 277,180 $ 298,285 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, 2019 $ 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 Service cost Current service cost 10,442 - 10,442 Net interest expense (income) 5,126 (3,002) 2,124 Recognized in profit or loss 15,568 (3,002) 12,566 Remeasurement Return on plan assets (excluding amounts included in net interest) - (14,827) (14,827) Actuarial loss - changes in demographic assumptions 3,162 - 3,162 Actuarial gain - changes in financial assumptions 24,179 - 24,179 Actuarial loss - experience adjustments 14,317 - 14,317 Recognized in other comprehensive income 41,658 (14,827) 26,831 Contributions from the employer - (61,367) (61,367) Contributions from plan participants 2,590 (2,590) - |
December 31 | |
|---|---|---|
Movements in net defined benefit liabilities (assets) were as follows:
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| Benefits paid Exchange differences Balance at December 31, 2020 |
(62,523) 2,872 $ 719,471 |
62,523 (2,007) $ (442,291) |
- |
|---|---|---|---|
| 865 | |||
| $ 277,180 |
Through the defined benefit plans under the Labor Standards Act, 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.
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 |
|---|---|
| 2020 2019 0.150%-0.500% 0.300%-0.800% 0.500%-3.000% 0.500%-3.000% |
If possible reasonable change in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation will 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 | |
|---|---|---|---|
| 2020 $ (21,920) $ 22,771 $ 19,705 $ (19,192) |
2019 $ (21,945) $ 22,800 $ 20,102 $ (19,758) |
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 | |
|---|---|---|---|
| 2020 2019 $ 46,456 $ 22,248 1.0-16.7 years 19-16.5 years |
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24. 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 | |
|---|---|---|---|
| 2020 920,000 $ 9,200,000 915,089 $ 9,150,897 |
2019 920,000 $ 9,200,000 915,089 $ 9,150,897 |
2) Global depositary receipts
As of December 31, 2020, 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.
- 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 Recognized from treasury share transactions May be used to offset a deficit Changes in percentage of ownership interests in subsidiaries (2) |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 1 126,925 466 $ 127,392 |
2019 $ 1 109,251 466 $ 109,718 |
-
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
-
130 -
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 26(i) compensation of employees 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.
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 2019 and 2018 approved in the shareholders’ meetings on June 16, 2020 and June 13, 2019, respectively, were as follows:
| Legal reserve Special reserve Cash dividends Cash dividends per share (NT$) |
Appropriation of Earnings | Appropriation of Earnings | |
|---|---|---|---|
| For the Year Ended December 31 | |||
| 2019 $ 341,610 $ 246,549 $ 2,424,987 $2.65 |
2018 $ 294,909 $ 70,519 $ 2,287,724 $2.50 |
The appropriations of earnings for 2020 had been proposed by the Company’s board of directors on March 22, 2021. The appropriations and dividends per share were as follows:
| For the Year | |
|---|---|
| Ended December | |
| 31, 2020 | |
| Legal reserve Special reserve Cash dividends |
$ 319,167 $ 2,287,724 $2.50 |
The appropriations of earnings for 2020 are subject to the resolution of the shareholders in their meeting to be held on June 11, 2021.
- d. Special reserve
| Beginning at January 1 Appropriation in respect of: |
For the Year Ended December 31 |
|---|---|
| 2020 2019 $ 330,945 $ 260,426 |
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| Debit to other equity items Balance at December 31 |
246,549 $ 577,494 |
70,519 |
|---|---|---|
| $ 330,945 |
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.
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e. Other equity items
- 1) Exchange differences on translation of the financial statements of foreign operations
Balance at January 1 Recognized for the year Exchange differences on translation of the financial statements of foreign operations Other comprehensive income recognized for the year Balance at December 31 2) Unrealized gain (loss) on financial assets at FVTOCI Balance at January 1 Recognized for the year Unrealized gain (loss) - equity instruments Other comprehensive income recognized for the year Balance at December 31 f. Non-controlling interests Balance at January 1 Share in profit for the year Other comprehensive income (loss) during the year Exchange difference on translation of the financial statements of foreign operations Unrealized gain (loss) on financial assets at FVTOCI Remeasurement on defined benefit plans Related income tax Cash dividends distributed by subsidiaries to non-controlling interests Balance at December 31 g. Treasury shares Purpose of Buy-back Number of shares at December 31, 2019 and January 1, 2019 Number of shares at December 31, 2020 and January 1, 2020 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ (693,038) 120,832 120,832 $ (572,206) For the Year Ended |
2019 $ (412,869) (280,169) (280,169) $ (693,038) December 31 |
||
| 2020 $ 115,544 101,170 101,170 $ 216,714 For the Year Ended |
2019 $ 81,924 33,620 33,620 $ 115,544 December 31 |
||
| 2020 2019 $ 272,564 $ 233,399 43,029 38,739 768 (1,788) 39,045 21,147 (419) (2,129) 84 426 (23,932) (17,230) $ 331,139 $ 272,564 Shares Held by Subsidiaries (In Thousands of Shares) 6,669 6,669 |
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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, 2020 Chang Hui 6,669 December 31, 2019 Chang Hui 6,669 |
Carrying Amount Market Price $ 21,182 $ 408,839 $ 21,182 $ 464,195 |
|---|---|
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.
25. REVENUE
| For | For | the Year | Ended December 31 | Ended December 31 | Ended December 31 | Ended December 31 | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||||||
| Revenue from contracts with customers | ||||||||||
| Revenue from sale of goods | $ | 34,466,244 |
$ | 31,266,232 | ||||||
| a. Contract balances | ||||||||||
| December 31, | December 31, | |||||||||
| 2020 | 2019 | January 1, 2019 | ||||||||
| Notes receivable (Note 10) | $ | 3,154 |
$ | 2,977 |
$ | 2,887 |
||||
| Trade receivables (Note 10) | $ | 6,295,581 |
$ | 6,439,550 |
$ | 6,161,079 | ||||
| Trade receivables from related | parties | |||||||||
| (Note 10) | $ | 9,011 |
$ | - |
$ | - | ||||
| Contract liabilities - current | ||||||||||
| Sale of goods | $ | 748,044 |
$ | 326,644 |
$ | 360,115 |
||||
| b. Disaggregation of revenue | ||||||||||
| Reportable Segments | ||||||||||
| Nutritious | Cooking | |||||||||
| Foods | Products | Others | Total | |||||||
| For the year ended | ||||||||||
| December 31, 2020 | ||||||||||
| Types of goods or services | ||||||||||
| Sale of goods | $ | 11,968,867 |
$ 18,479,507 | $ | 4,017,870 |
$ | 34,466,244 | |||
| For the year ended | ||||||||||
| December 31, 2019 | ||||||||||
| Types of goods or services | ||||||||||
| Sale of goods | $ | 11,984,151 |
$ 15,551,432 | $ | 3,730,649 |
$ | 31,266,232 |
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26. NET PROFIT
Net profit includes:
a. Interest income
Bank deposits Financial assets at amortized cost Repurchase agreements collateralized by bonds Others b. Other income |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 68,516 49,530 515 1,346 $ 119,907 |
2019 $ 51,405 21,459 569 1,386 $ 74,819 |
Rental income Operating lease rental income Investment properties Others Dividends Investments in equity instruments at FVTOCI Other gains and losses Fair value changes of financial assets and financial liabilities Financial assets held for trading Net foreign exchange gains (losses) Net loss on disposal of property, plant and equipment Government grants Others |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 28,978 1,075 30,053 9,809 $ 39,862 For the Year Ended |
2019 $ 23,824 863 24,687 11,231 $ 35,918 December 31 |
||
| 2020 $ 929 (3,753) (2,959) 110,649 31,234 $ 136,100 |
2019 $ 7,812 (26,043) (41,828) 65,423 55,439 $ 60,803 |
c. Other gains and losses
d. Finance costs
Interest on bank loans Interest on short-term bills payable Interest on lease liabilities Other interest expense |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 40,535 1,044 9,709 49 $ 51,337 |
2019 $ 37,982 1,060 7,788 49 $ 46,879 |
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e. Impairment losses recognized (reversed)
Trade receivables Inventories (included in operating costs) f. 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 g. 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 h. Employee benefits expense Post-employment benefits Defined contribution plans Defined benefit plans (see Note 23) Other employee benefits Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses |
For the Year Ended | For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|---|
| 2020 $ 15,105 $ (12,132) For the Year Ended |
2019 $ 12,762 $ 2,307 December 31 |
|||
| 2020 $ 397,766 184,994 14,230 $ 596,990 $ 20,311 45,168 $ 65,479 For the Year Ended |
2019 $ 399,640 172,623 2,535 $ 574,798 $ 20,977 33,260 $ 54,237 December 31 |
|||
| 2020 $ 705 576 $ 1,281 For the Year Ended |
2019 $ 702 572 $ 1,274 December 31 |
|||
| 2020 $ 59,992 12,566 72,558 2,719,686 $ 2,792,244 $ 799,830 1,992,414 $ 2,792,244 |
2019 $ 127,502 12,628 140,130 2,338,177 $ 2,478,307 $ 846,191 1,632,116 $ 2,478,307 |
-
136 -
-
i. Compensation of employees 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, 2020 and 2019, which were approved by the Company’s board of directors on March 22, 2021 and March 18, 2020, respectively, were as follows:
Accrual rate
Compensation of employees Remuneration of directors Amount Compensation of employees Remuneration of directors |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2020 2019 1.25% 1.22% 0.55% 0.59% For the Year Ended December 31 |
||
| 2020 Cash $ 49,921 21,965 |
2019 | |
| Cash $ 52,013 25,073 |
If there is a change in the amounts after the annual consolidated financial statements are 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 years ended December 31, 2019 and 2018.
Information on the compensation of employees and remuneration of directors resolved by the Company’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.
- j. 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 |
|---|---|---|---|
| 2020 $ 143,729 (147,482) $ (3,753) |
2019 $ 75,308 (101,351) $ (26,043) |
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27. INCOME TAXES
a. Income tax recognized in profit or loss
Major components of income tax expense are as follows:
Current tax In respect of the current year Income tax on unappropriated earnings Adjustments for prior years Deferred tax In respect of the current year Income tax expense recognized in profit or loss A reconciliation of accounting profit and income tax expenses is as 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 Income tax on unappropriated earnings 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 |
|---|---|---|---|
| 2020 2019 $ 907,556 $ 982,224 19,115 12,941 (8,697) (37,010) 917,974 958,155 114,907 135,543 $ 1,032,881 $ 1,093,698 follows: For the Year Ended December 31 |
|||
| 2020 $ 4,288,711 $ 1,098,861 21,721 (212,783) 114,664 19,115 (8,697) $ 1,032,881 |
2019 $ 4,548,534 $ 1,193,055 24,491 (161,430) 61,651 12,941 (37,010) $ 1,093,698 |
A reconciliation of accounting profit and income tax expenses is as follows:
b. Income tax recognized in other comprehensive income
Deferred tax In respect of the current year Translation 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 |
|---|---|---|---|
| 2020 $ 30,209 20 (5,367) $ 24,862 |
2019 $ (70,042) (3) (7,668) $ (77,713) |
- 138 -
c. Current tax assets and liabilities
| Current tax assets Tax refund receivable Current tax liabilities Income tax payable |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 23,063 $ 399,020 |
2019 $ 46,114 $ 547,018 |
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, 2020
| Recognized in | Recognized in | Recognized in | ||||||
|---|---|---|---|---|---|---|---|---|
| Other | ||||||||
| Recognized in | Comprehensive | Exchange | ||||||
| Opening Balance | Profit or Loss | Income | Differences | Closing Balance | ||||
| Deferred tax assets | ||||||||
| Temporary differences | ||||||||
| Investments accounted for using | ||||||||
| the equity method | $ 82,086 | $ (32,205 ) | $ | - | $ | - | $ 49,881 | |
| Exchange differences on | ||||||||
| translation of the financial | ||||||||
| statements of foreign | ||||||||
| operations | 173,258 | - | (30,209 ) | - | 143,049 | |||
| Defined benefit plans | 84,118 | (423 ) | 5,390 | 166 | 89,251 | |||
| Advertisement payable | 52,600 | - | - | 825 | 53,425 | |||
| Deferred sales returns and | ||||||||
| allowances | 8,774 | 2,451 | - | - | 11,225 | |||
| Allowance for inventory loss | 10,060 | (1,490 ) | - | - | 8,570 | |||
| Financial assets measured at cost | 43,889 |
- | (20 ) | - | 43,869 | |||
| Others | 18,613 |
(788) |
- | 32 | 17,857 |
|||
| $ 473,398 | $ (32,455) | $ | (24,839) | $ | 1,023 | $ 417,127 | ||
| Deferred tax liabilities | ||||||||
| Temporary differences | ||||||||
| Investments accounted for using | ||||||||
| the equity method | $ 232,185 | $ 75,435 | $ | - | $ | - | $ 307,620 | |
| Reserve for land value increment | ||||||||
| tax | 33,685 | - | - | - | 33,685 | |||
| Defined benefit plans | 2,263 | 598 | 23 | - | 2,884 | |||
| Others | 680 |
6,419 |
- | 40 | 7,139 |
|||
| $ 268,813 | $ 82,452 | $ | 23 |
$ | 40 | $ 351,328 |
- 139 -
For the year ended December 31, 2019
| Recognized in | Recognized in | Recognized in | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Other | |||||||||
| Recognized in | Comprehensive | Exchange | |||||||
| Opening Balance | Profit or Loss | Income | Differences | Closing Balance | |||||
| Deferred tax assets | |||||||||
| Temporary differences | |||||||||
| Investments accounted for using | |||||||||
| the equity method | $ 91,100 | $ | (9,014 ) | $ | - | $ | - | $ 82,086 | |
| Exchange differences on | |||||||||
| translation of the financial | |||||||||
| statements of foreign | |||||||||
| operations | 103,216 | - | 70,042 | - | 173,258 | ||||
| Defined benefit plans | 76,490 | 237 | 7,410 | (19 ) | 84,118 | ||||
| Advertisement payable | 54,776 | - | - | (2,176 ) | 52,600 | ||||
| Deferred sales returns and | |||||||||
| allowances | 6,767 | 2,007 | - | - | 8,774 | ||||
| Allowance for inventory loss | 10,071 | (11 ) | - | - | 10,060 | ||||
| Financial assets measured at cost | 43,886 |
- | 3 | - | 43,889 | ||||
| Others | 14,345 |
4,279 | - | (11) | 18,613 |
||||
| 400,651 | (2,502 ) | 77,455 | (2,206 ) | 473,398 | |||||
| Loss carryforwards | 95 |
(95) | - | - | - |
||||
| $ 400,746 | $ | (2,597) | $ | 77,455 | $ | (2,206) | $ 473,398 | ||
| Deferred tax liabilities | |||||||||
| Temporary differences | |||||||||
| Investments accounted for using | |||||||||
| the equity method | $ 100,460 | $ 131,725 | $ | - | $ | - | $ 232,185 | ||
| Reserve for land value increment | |||||||||
| tax | 33,685 | - | - | - | 33,685 | ||||
| Defined benefit plans | 740 | 1,781 | (258 ) | - | 2,263 | ||||
| Others | 1,238 |
(560) | - | 2 | 680 |
||||
| $ 136,123 | $ 132,946 | $ | (258) |
$ | 2 | $ 268,813 |
- 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 | |
|---|---|---|---|
| 2020 $ - 23,686 37,139 63,361 74,401 94,067 $ 292,654 $ 657,317 |
2019 $ 10,400 24,285 38,080 65,118 78,603 - $ 216,846 $ 317,448 |
f. Income tax assessments
The income tax returns of the Company, Standard Dairy Products, Charng Hui, Standard Beverage, Le Bonta Wellness and Domex Technology for the year ended December 31, 2018 had been assessed by the tax authorities.
- 140 -
28. 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 |
|---|---|---|---|
| 2020 $ 3.54 $ 3.53 |
2019 $ 3.76 $ 3.76 |
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
| For the Year Ended December 31 | For the Year Ended December 31 | ||
|---|---|---|---|
| 2020 | 2019 | ||
| Earnings | used in the computation of basic earnings per share | $ 3,212,801 |
$ 3,416,097 |
| 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 Effects 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 |
|---|---|---|---|
| 2020 908,420 1,070 909,490 |
2019 908,420 709 909,129 |
The Company may settle compensation paid to employees in cash or shares; therefore, the Company assumes that the entire amount of the compensation will be settled in shares and the resulting potential shares are 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.
29. GOVERNMENT GRANTS
The Group received government grants, and recognized $110,649 thousand and $65,423 thousand as other gains during 2020 and 2019, respectively.
- 141 -
30. CASH FLOWS INFORMATION
Changes in liabilities from financing activities:
For the year ended December 31, 2020
| 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, 2019 |
Opening Balance $ 1,382,955 99,968 6,000 347,615 20,044 2,934 $ 1,859,516 Opening Balance $ 1,731,478 119,904 27,000 139,110 19,961 4,734 $ 2,042,187 |
Cash Flows $ 440,344 29,901 (6,000) (88,207) (286) (2,851) $ 372,901 Cash Flows $ (301,316) (19,936) (21,000) (73,714) 705 (1,757) $ (417,018) |
Non-cash Changes Exchanging Rate Adjustments $ 23,468 - - 18,565 232 47 $ 42,312 Non-cash Changes Exchanging Rate Adjustments $ (47,207) - - 282,219 (622) (43) $ 234,347 |
Closing Balance $ 1,846,767 129,869 - 277,973 19,990 130 $ 2,274,729 Closing Balance $ 1,382,955 99,968 6,000 347,615 20,044 2,934 $ 1,859,516 |
|
|---|---|---|---|---|---|
Short-term borrowings Short-term bills payable Long-term borrowings Lease liabilities Guarantee deposits received Other non-current liabilities |
|||||
31. 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.
- 142 -
32. FINANCIAL INSTRUMENTS
-
a. Fair value of financial instruments that are measured at fair value on a recurring basis
-
1) Fair value hierarchy
| December 31, 2020 Financial assets at FVTPL Unlisted shares Mutual fund beneficiary certification Note cash Financial assets at FVTOCI Investments in equity instruments at FVTOCI Listed shares and emerging market shares Unlisted shares 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 |
Level 1 $ - 1,461,304 - $ 1,461,304 $ 311,908 - $ 311,908 Level 1 $ - 667,673 $ 667,673 $ 252,351 - $ 252,351 |
Level 2 $ - - 29,032 $ 29,032 $ - - $ - Level 2 $ - - $ - $ - - $ - |
Level 3 $ 10,666 - - $ 10,666 $ - 204,755 $ 204,755 Level 3 $ 7,575 - $ 7,575 $ - 124,055 $ 124,055 |
Total $ 10,666 1,461,304 29,032 $ 1,501,002 $ 311,908 204,755 $ 516,663 Total $ 7,575 667,673 $ 675,248 $ 252,351 124,055 $ 376,406 |
|---|---|---|---|---|
There were no transfers between Levels 1 and 2 for the years ended December 31, 2020 and 2019.
-
143 -
-
2) Reconciliation of Level 3 fair value measurements of financial instruments
For the year ended December 31, 2020
| Financial Assets Balance at January 1, 2020 Acquisition 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, 2020 Recognized in other gains and losses - unrealized |
Financial Assets at FVTPL Equity Instruments $ 7,575 3,993 (902) - - $ 10,666 $ (621) |
Financial Assets at FVTOCI Equity Instruments $ 124,055 - - 80,684 16 $ 204,755 |
Total $ 131,630 3,993 (902) 80,684 16 $ 215,421 $ (621) |
|---|---|---|---|
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 |
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 |
|---|---|---|---|
- 3) Valuation techniques and inputs applied for Level 2 fair value measurement
Financial Instrument
Valuation Technique and Inputs
Note cash Discounted cash flow.
Future cash flows are discounted at a rate that reflects current borrowing interest rates of the bond issuers at the end of the year.
-
144 -
-
4) Valuation techniques and inputs applied for Level 3 fair value measurement
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
- 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 |
|---|---|
| 2020 2019 $ 1,501,002 $ 675,248 12,652,479 12,691,896 516,663 376,406 4,304,650 3,983,402 |
-
1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents 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 heldfor-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.
- 145 -
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 36.
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 2020 2019 $ 27,134 (i) $ 1,310 (i) EUR Impact For the Year Ended December 31 2020 2019 $ - (iii) $ 2,349 (iii) CHF Impact For the Year Ended December 31 2020 2019 $ 1,083 (v) $ 1,792 (v) |
USD Impact |
|---|---|---|
| For the Year Ended December 31 |
||
| 2020 2019 $ 10,875 (ii) $ 28,367 (ii) AUD Impact |
||
| For the Year Ended December 31 |
||
| 2020 2019 $ 1,038 (iv) $ 817 (iv) SGD Impact |
||
| For the Year Ended December 31 |
||
| 2020 2019 $ - (vi) $ (348) (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 in EUR which were not hedged at the end of the reporting period.
-
iv. This was mainly attributable to the exposure of bank deposits 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.
-
146 -
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 |
December 31 |
|---|---|
| 2020 2019 $ 1,136,118 $ 1,658,861 2,147,609 1,791,538 694,200 1,172,500 107,000 45,000 |
Sensitivity analysis
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 pretax profit for the years ended December 31, 2020 and 2019 would have increased (decreased) by $5,872 thousand and $11,275 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, 2020 would have increased/decreased by $15,010 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, 2020 would have increased/decreased by $5,167 thousand, as a result of the changes in fair value of financial assets at FVTOCI.
- 147 -
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.
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, 2020
Carrying Amount Receivables $ 6,298,735 December 31, 2019 Carrying Amount Receivables $ 6,442,527 |
Maximum Exposure to Credit Risk Mitigated by |
|---|---|
| Collateral Other Credit Enhancements Total $ 57,655 $ 2,632 $ 60,287 Maximum Exposure to Credit Risk Mitigated by |
|
| Collateral Other Credit Enhancements Total $ 76,270 $ 391 $ 76,661 |
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, 2020 and 2019, the Group had available unutilized bank loan facilities in the amounts of $5,296,868 thousand and $5,186,434 thousand, respectively.
-
148 -
-
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 nonderivative financial liabilities were based on the agreed repayment dates.
December 31, 2020
| Non-derivative financial liabilities Non-interest bearing Lease liabilities Variable interest rate liabilities Fixed interest rate liabilities Contract liabilities December 31, 2019 Non-derivative financial liabilities Non-interest bearing Lease liabilities Variable interest rate liabilities Fixed interest rate liabilities Contract liabilities |
On Demand or Less than 1 Month $ 741,613 23,864 - 721,695 249,348 $ 1,736,520 On Demand or Less than 1 Month $ 793,371 25,466 - 612,591 108,881 $ 1,540,309 |
1-3 Months $ 1,498,132 12,939 33,911 961,677 498,696 $ 3,005,355 1-3 Months $ 1,592,308 14,902 - 788,292 217,763 $ 2,613,265 |
3 Months to 1 Year $ 66,711 47,976 73,126 193,263 - $ 381,076 3 Months to 1 Year $ 86,769 52,197 45,003 48,461 - $ 232,430 |
1-5 Years $ 19,990 212,012 - - - $ 232,002 1-5 Years $ 20,044 283,028 - - - $ 303,072 |
|---|---|---|---|---|
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.
33. 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
-
149 -
-
b. Sales 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 |
|---|---|---|---|
| 2020 $ 26,058 |
2019 $ - |
The sale of goods from related parties were conducted on normal commercial terms.
- c. 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 |
|---|---|---|---|
| 2020 $ 72,095 |
2019 $ 48,186 |
Purchases from related parties were conducted on normal commercial terms.
- d. Receivables from related parties
| Line Items Related Party Category/Name Trade receivables The Company is one of the directors GeneFerm |
December | 31 | |
|---|---|---|---|
| 2020 $ 9,011 |
2019 $ - |
The outstanding trade receivables from related parties are unsecured. For the years ended December 31, 2020 and 2019, no impairment losses were recognized for trade receivables from related parties.
- e. Payables to related parties
| Line Items Related Party Category/Name Trade payables The Company is one of the directors GeneFerm |
December | 31 | |
|---|---|---|---|
| 2020 $ 20,526 |
2019 $ 26,141 |
The outstanding payables from related parties were unsecured.
- f. 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 |
|---|---|---|---|
| 2020 $ 40,383 326 $ 40,709 |
2019 $ 45,293 522 $ 45,815 |
The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.
- 150 -
34. 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 | |
|---|---|---|---|
| 2020 $ 4,016 - 121,362 55,122 $ 180,500 |
2019 $ 4,013 85,950 137,554 56,909 $ 284,426 |
35. 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, 2020 were as follows:
-
a. The Company has entered into a license agreement with The Quaker Oats Company (Quaker) for a period ending July 11, 2034. 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$1,344 thousand.
-
c. Unrecognized commitments for acquisition of property, plant and equipment of approximately $216,721 thousand.
-
d. Unrecognized commitments for acquiring approximately 30,666 tons of colostrum from dairymen.
36. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The significant assets and liabilities denominated in foreign currencies other than functional currencies of the entities in the Group and the exchange rates between foreign currencies and respective functional currencies were as follows:
December 31, 2020
| Foreign Currencies Exchange Rate Financial assets Monetary items USD $ 12,230 28.48 (USD:NTD) USD 2,785 6.52 (USD:RMB) RMB 206,642 4.38(RMB:NTD) AUD 1,576 21.95 (AUD:NTD) CHF 1,450 32.31 (CHF:NTD) CHF 754 7.38 (CHF:RMB) |
Carrying Amount $ 348,298 79,539 904,473 34,585 46,842 24,355 $ 1,438,092 (Continued) |
|---|---|
- 151 -
| Foreign Currencies Exchange Rate Financial liabilities Monetary items USD $ 2,294 28.48 (USD:NTD) CHF 1,086 7.38 (CHF:RMB) December 31, 2019 Foreign Currencies Exchange Rate Financial assets Monetary items USD $ 26,052 29.98 (USD:NTD) USD 6,480 6.98 (USD:RMB) EUR 2,331 33.59 (EUR:NTD) RMB 10,142 4.31(RMB:NTD) AUD 2,058 21.01 (AUD:NTD) 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 21.01 (AUD:NTD) SGD 520 22.28 (SGD:NTD) |
Carrying Amount $ 65,335 35,089 $ 100,424 (Concluded) Carrying Amount $ 781,058 194,612 78,298 43,658 43,228 41,470 18,272 $ 1,200,596 $ 30,087 16,006 11,586 $ 57,679 |
|---|---|
The Group is mainly exposed to RMB and USD. The following information was aggregated by the functional currencies of the entities in the Group, 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 |
2020 Exchange Rate Net Foreign Exchange Gains (Losses) 1 (NTD:NTD) $ 2,855 4.28 (RMB:NTD) (6,161) 31.47 (CHF:NTD) (447) $ (3,753) |
2019 |
|---|---|---|
| Exchange Rate Net Foreign Exchange Gains (Losses) 1 (NTD:NTD) $ (27,536) 4.48 (RMB:NTD) 1,483 31.10 (CHF:NTD) 10 $ (26,043) |
- 152 -
37. 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 paidin 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.
-
m. Information of major shareholders: list all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 9)
38. 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
-
153 -
a. Operating segment information
| S For the year ended December 31, 2020 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, 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 |
tandard Foods Segment $ 11,742,523 1,442,012 $ 13,184,535 $ 21,974 $ 1,084 $ 225,981 $ 8,105 $ 2,930,569 $ 11,668,690 1,471,254 $ 13,139,944 $ 22,823 $ 1,339 $ 222,087 $ 11,998 $ 2,992,110 |
Standard Dairy Products Segment $ 2,628,594 900,852 $ 3,529,446 $ 5,876 $ 28 $ 48,967 $ 3,580 $ 506,002 $ 2,657,213 917,346 $ 3,574,559 $ 4,946 $ 12 $ 44,583 $ 2,428 $ 564,292 |
China Standard Segment O $ 16,550,135 286 $ 16,550,421 $ 93,002 $ 48,410 $ 232,684 $ 39,492 $ 873,173 $ 14,334,709 412 $ 14,335,121 $ 42,255 $ 37,186 $ 234,190 $ 29,117 $ 999,415 |
ther Segments $ 3,544,992 11,871 $ 3,556,863 $ 7,913 $ 10,673 $ 92,900 $ 14,302 $ 22,171 $ 2,605,620 14,273 $ 2,619,893 $ 9,667 $ 13,214 $ 78,508 $ 10,694 $ 35,557 |
Adjustments and Eliminations $ - (2,355,021) $ (2,355,021) $ (8,858) $ (8,858) $ (3,542) $ - $ (43,204) $ - (2,403,285) $ (2,403,285) $ (4,872) $ (4,872) $ (4,570) $ - $ (42,840) |
Consolidated $ 34,466,244 - $ 34,466,244 $ 119,907 $ 51,337 $ 596,990 $ 65,479 $ 4,288,711 - $ 4,288,711 $ 31,266,232 - $ 31,266,232 $ 74,819 $ 46,879 $ 574,798 $ 54,237 $ 4,548,534 - $ 4,548,534 |
|---|---|---|---|---|---|---|
b. Geographical information:
The Group operates in two principal geographical areas - Taiwan and mainland China.
The Group’s revenue from external customers by location of operations and information about its noncurrent 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 | |||
| 2020 2019 $ 17,660,448 $ 16,675,005 16,697,133 14,470,605 108,663 120,622 $ 34,466,244 $ 31,266,232 Non-current Assets |
|||
| December 31 | |||
| 2020 $ 2,207,407 2,806,758 59,516 $ 5,073,681 |
2019 $ 2,269,496 3,711,638 32,538 $ 6,013,672 |
Non-current assets exclude financial instruments, deferred tax assets and net defined benefit assets.
- 154 -
TABLE 1
STANDARD FOODS CORPORATION AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2020 (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 |
C | ollateral | Financing Limit for Each Borrower |
Aggregate Financing Limits |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 0 | Standard Foods Corporation |
Dermalab S.A. Standard Foods (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Beverage Company Limited |
Financing receivables - related parties Financing receivables - related parties Financing receivables - related parties Financing receivables - related parties |
Y Y Y Y |
$ 48,893 350,368 525,552 50,000 |
$ 48,458 349,184 523,776 50,000 |
$ 46,842 349,184 523,776 20,000 |
1.000% 1.000% 1.000% 0.950% |
b. b. b. b. |
$ - - - - |
Need for operation Need for operation Need for operation Need for operation |
$ - - - - |
- - - - |
$ - - - - |
$ 6,717,380 (Note 3) 3,358,690 (Note 4) 3,358,690 (Note 4) 6,717,380 (Note 3) |
$ 6,717,380 (Note 3) 6,717,380 (Note 5) 6,717,380 (Note 5) 6,717,380 (Note 3) |
Note 12 Note 12 Note 12 Note 12 |
| 1 | Standard Investment (China) Co., Ltd. |
Shanghai Dermalab Corporation Le Bonta Wellness Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (China) Co., Ltd. |
Financing receivables - related parties Financing receivables - related parties Financing receivables - related parties Financing receivables - related parties |
Y Y Y Y |
175,184 175,184 701,312 438,320 |
174,592 174,592 523,776 436,480 |
43,827 21,553 189,904 408,065 |
2.500% 2.500% 2.500% 2.500% |
b. b. b. b. |
- - - - |
Need for operation Need for operation Need for operation Need for operation |
- - - - |
- - - - |
- - - - |
1,909,350 (Note 6) 1,909,350 (Note 6) 1,909,350 (Note 6) 1,909,350 (Note 6) |
1,909,350 (Note 6) 1,909,350 (Note 6) 1,909,350 (Note 6) 1,909,350 (Note 6) |
Note 12 Note 12 Note 12 Note 12 |
| 2 | Shanghai Standard Foods Co., Ltd. |
Standard Investment (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. |
Financing receivables - related parties Financing receivables - related parties |
Y Y |
635,564 460,236 |
611,072 458,304 |
79,413 458,304 |
2.500% 1.000% |
b. b. |
- - |
Need for operation Need for operation |
- - |
- - |
- - |
1,246,764 (Note 7) 1,246,764 (Note 7) |
1,246,764 (Note 7) 1,246,764 (Note 7) |
Note 12 Note 12 |
| 3 | Le Bonta Wellness Co., Ltd. |
Standard Investment (China) Co., Ltd. |
Financing receivables - related parties |
Y | 21,916 | - |
- |
2.500% |
b. | - | Need for operation | - |
- |
- | 74,696 (Note 8) |
74,696 (Note 8) |
Note 12 |
| 4 | Shanghai Le Ben De Health Technology Co., Ltd. |
Standard Investment (China) Co., Ltd. |
Financing receivables - related parties |
Y | 10,949 | 10,912 |
10,912 |
1.000% |
b. | - | Need for operation | - |
- |
- | 11,618 (Note 9) |
11,618 (Note 9) |
Note 12 |
| 5 | Shanghai Le Ho Industrial Co., Ltd. |
Standard Investment (China) Co., Ltd. |
Financing receivables - related parties |
Y | 175,328 | 8,730 |
5,063 |
2.500% |
b. | - | Need for operation | - |
- |
- | 195,848 (Note 10) |
195,848 (Note 10) |
Note 12 |
| 6 | Shanghai Le Min Industrial Co., Ltd. |
Standard Investment (China) Co., Ltd. |
Financing receivables - related parties |
Y | 87,664 | 8,730 |
4,775 |
2.500% |
b. | - | Need for operation | - |
- |
- | 122,266 (Note 11) |
122,266 (Note 11) |
Note 12 |
-
155 -
-
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 $6,717,380 thousand (the net value per financial statements of $16,793,451 thousand x 40% as of September 30, 2020).
-
Note 4: The total amount shall not exceed 20% of net value of Standard Foods Corporation, which was calculated to be $3,358,690 thousand (the net value per financial statements of $16,793,451 thousand x 20% as of September 30, 2020).
-
Note 5: The total amount shall not exceed 40% of net value of Standard Foods Corporation, which was calculated to be $6,717,380 thousand (the net value per financial statements of $16,793,451 thousand x 40% as of September 30, 2020).
-
Note 6: The total amount shall not exceed 40% of net value of Standard Investment (China) Co., Ltd., which was calculated to be $1,909,350 thousand (the net value per financial statements of $4,773,375 thousand x 40% as of September 30, 2020).
-
Note 7: The total amount shall not exceed 40% of net value of Shanghai Standard Foods Co., Ltd., which was calculated to be $1,246,764 thousand (the net value per financial statements of $3,116,909 thousand x 40% as of September 30, 2020).
-
Note 8: The total amount shall not exceed 40% of net value of Le Bonta Wellness Co., Ltd., which was calculated to be $74,696 thousand (the net value per financial statements of $186,739 thousand x 40% as of September 30, 2020). Note 9: The total amount shall not exceed 40% of net value of Shanghai Le Ben De Health Technology Co., Ltd., which was calculated to be $11,618 thousand (the net value per financial statements of $29,045 thousand x 40% as of September 30, 2020).(Continued)
-
Note 10: The total amount shall not exceed 40% of net value of Shanghai Le Ho Industrial Co., Ltd., which was calculated to be $195,848 thousand (the net value per financial statements of $489,619 thousand x 40% as of September 30, 2020).
-
Note 11: The total amount shall not exceed 40% of net value of Shanghai Le Min Industrial Co., Ltd., which was calculated to be $122,266 thousand (the net value per financial statements of $305,665 thousand x 40% as of September 30, 2020).
Note 12: The amounts presented above were eliminated upon consolidation.
(Concluded)
- 156 -
TABLE 2
STANDARD FOODS CORPORATION AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020 (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 5) |
Guarantee Provided by Subsidiary (Note 5) |
Guarantee Provided to Subsidiaries in Mainland China (Note 5) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Nature of Relationship (Note 2) |
|||||||||||||
| 0 | Standard Foods Corporation |
Standard Beverage Company Limited |
b. | $ 13,434,761 (Note 3) |
$ 208,150 |
$ 202,400 | $ - | $ - | 1.21% |
$ 16,793,451 (Note 4) |
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.
-
g. Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.
-
Note 3: The total amount shall not exceed 80% of the net value in the financial statements of Standard Foods Corporation; the amount was calculated at $13,434,761 thousand (the net value per financial statements of $16,793,451 thousand x 80% as of September 30, 2020).
-
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 $16,793,451 thousand (the net value per financial statements of $16,793,451 thousand x 100% as of September 30, 2020).
-
Note 5: Guarantee provided by the listed parent company, guarantee provided by the subsidiary or guarantee provided to subsidiaries in mainland China, coded “Y”.
-
157 -
TABLE 3
STANDARD FOODS CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2020
(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, 2020 | December 31, 2020 | December 31, 2020 | Note | |
|---|---|---|---|---|---|---|---|---|
| Shares | Carrying Amount |
Percentage of Ownership |
Fair Value |
|||||
| 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 Mega Diamond Money Market Fund Jih Sun Money Market Fund Taishin 1699 Money Market Fund CTBC Hua Win Money Market Fund FSITC Taiwan Money Market Fund Note cash CODEIS Smart Cash Note Shares Techgains Pan-Pacific Corporation Authenex, Inc. Paradigm Venture Capital Corporation U-Teck Environment Corporation, Ltd. |
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 - 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 |
1,416,950 48,600 2,145,110 1,243,213 12,512,356 4,019,723 21,258,392 9,276,464 30,989,574 10,000 500,000 2,424,242 180,376 11,200 |
$ 15,374 5,297 62,423 14,918 158,280 60,095 290,090 103,038 478,278 29,032 - - 1,894 - |
- - 7.7 0.3 - - - - - - 0.9 5.5 7.0 0.2 |
$ 15,374 5,297 62,423 14,918 158,280 60,095 290,090 103,038 478,278 29,032 - - 1,894 - |
|
| (Continued) |
- 158 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | Note |
|---|---|---|---|---|---|---|---|---|
| Shares | Carrying Amount |
Percentage of Ownership |
Fair Value |
|||||
| Standard Dairy Products Taiwan Limited Charng Hui Ltd. |
Octamer, Inc. - Series E Preference Shares Octamer, Inc. - Series F Preference Shares Fortemedia, Inc. - Series D Preference Shares Fortemedia, Inc. - Series E Preference Shares Fortemedia, Inc. - Series F Preference Shares Fortemedia, Inc. - Series G Preference Shares Fortemedia, Inc. - Series I Preference Shares Fortemedia, Inc. - Series - Ordinary Shares Mutual funds Mega Diamond Money Market Fund Jih Sun Money Market Fund Taishin 1699 Money Market Fund FSITC Diamond Money Market 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. Taishin 1699 Money Market Fund |
Parent of Charng Hui Ltd. 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 - 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 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 - current |
800,000 107,815 3,455 71,397 29,173 31,135 29,102 12,938 3,963,725 5,866,056 5,091,164 1,594,265 6,669,471 91,440 803,258 1,596,000 90,000 1,000,000 1,453,360 73,310 |
$ - - - - - - - - 50,141 87,698 69,473 24,605 408,839 8,815 19,881 152,418 47,700 12,280 19,034 1,000 |
7.8 1.0 1.2 1.2 1.2 1.3 1.3 1.2 - - - - 0.7 - - 2.0 - - - - |
$ - - - - - - - - 50,141 87,698 69,473 24,605 408,839 8,815 19,881 152,418 47,700 12,280 19,034 1,000 |
Note |
(Continued)
- 159 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December 31, 2020 | December 31, 2020 | December 31, 2020 | Note | |
|---|---|---|---|---|---|---|---|---|
| Shares | Carrying Amount |
Percentage of Ownership |
Fair Value |
|||||
| Standard Beverage Company Limited Domex Technology Corporation Accession Limited |
Shares Global Strategic Investment Co., Ltd. Hong Da Leasing & Finance Co., Ltd. CNEX Co., Ltd. Amphastar Pharmaceuticals Inc. (AMPH) Mutual funds Fuh Hwa Greater China Mid & Small Cap Franklin Templeton SinoAm Global Bd Acc Shares InnoComm Mobile Technology Corp. Shares AsiaVest Liquidation Co. Mutual funds Term Liquidity Fund |
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 - 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 Financial assets at fair value through profit or loss - current |
850,500 8,297,000 1,000,000 7,742 225,000 282,988 3,600,000 200 33,453 |
$ 4,338 - - 4,434 3,625 3,706 188,784 1,053 99,961 |
1.9 23.7 6.0 - - - 13.4 0.7 - |
$ 4,338 - - 4,434 3,625 3,706 188,784 1,053 99,961 |
Note: The amounts presented above were eliminated upon consolidation.
(Concluded)
- 160 -
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, 2020
(In Thousands of New Taiwan Dollars)
| Company Name | Related Party | Relationships | Tra | nsaction D | etails | Abnor | mal 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 |
$ (1,442,012) 900,852 1,442,012 (900,852) (2,014,629) 447,874 2,014,629 (447,874) (6,492,434) 6,492,434 558,960 (558,960) (4,753,380) 4,753,380 |
10.94 12.35 57.34 25.52 72.98 18.11 15.18 2.91 99.64 48.90 9.00 8.99 76.42 35.80 |
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 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 60 days after month-end closing |
- - - - - - - - - - - - - |
- - - - - - - - - - - - - |
$ 127,574 - (127,574) - 551,912 (56,376) (551,912) 56,376 1,683,690 (1,683,690) (183,694) 183,694 1,288,201 (1,288,201) |
6.02 - 37.40 - 98.91 56.17 15.57 1.96 99.95 47.50 36.46 12.48 87.52 36.34 |
Note Note Note Note Note Note Note Note Note Note Note Note Note Note |
Note: The amounts presented above were eliminated upon consolidation.
- 161 -
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, 2020
(In Thousands of New Taiwan Dollars)
| Company Name | Related Party | Relationships | Ending Balance for Account Receivable - Related Parties |
Turnover Rate |
Overdue | Overdue | Overdue | Amounts Received in Subsequent Period |
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 Dairy Products Taiwan Limited Standard Foods (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Investment (China) Co.,Ltd. |
The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary Brother company of Shanghai Standard Foods Co., Ltd. Brother company of Shanghai Standard Foods Co., Ltd. Parent company of Standard Foods |
Trade receivables $127,574 Other receivables 2,761 $ 130,335 Financing receivables$349,184 Other receivables 2,162 $ 351,346 Financing receivables$523,776 Other receivables 2,703 $ 526,479 Trade receivables$ 551,912 Financing receivables79,413 Other receivables 17,123 $ 648,448 Trade receivables$ - Financing receivables458,304 Other receivables 11,750 $ 470,054 Trade receivables$ 1,683,690 |
10.72 3.86 1.61 3.88 |
$ - - |
$ 127,574 (Note 1) 2,761 (Note 1) $ 130,335 (Note 1) $ - (Note 1) - (Note 1) $ - (Note 1) $ - (Note 1) - (Note 1) $ - (Note 1) $ 551,912 (Note 1) - (Note 1) 17,123 (Note 1) $ 569,035 (Note 1) $ - (Note 1) - (Note 1) 11,649 (Note 1) $ 11,649 (Note 1) $ 1,683,690 (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) |
||||
| $ - | $ - | |||||||||||
| $ - - |
$ - - |
|||||||||||
| $ - | $ - | |||||||||||
| $ - - |
$ - - |
|||||||||||
| $ - | $ - | |||||||||||
| $ - - - |
$ - - - |
|||||||||||
| $ - | $ - | |||||||||||
| $ - - - |
$ - - - |
|||||||||||
| $ - | $ - | |||||||||||
| $ - | $ - |
- 162 -
| Standard Investment (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. |
Standard Foods (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Shanghai Standard Foods Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (China) Co., Ltd. |
(China) Co., Ltd. Standard Investment (China) Co., Ltd.’s subsidiary Standard Investment (China) Co., Ltd.’s subsidiary Brother company of Standard Investment (China) Co., Ltd. Parent company of Standard Foods (Xiamen) Co., Ltd. Brother company of Standard Foods (Xiamen) Co., Ltd. |
Other receivables 22,323 $ 1,706,013 Trade receivables$ 5 Financing receivables408,065 Other receivables 14,381 $ 422,451 Trade receivables$ 3 Financing receivables189,904 Other receivables 9,894 $ 199,801 Trade receivables$ 56,376 Other receivables 47,592 $ 103,968 Trade receivables$ 1,288,201 Other receivables 6,363 $ 1,294,564 Trade receivables$ 183,694 Other receivables 2,303 $ 185,997 |
10.18 23.68 4.10 3.98 2.75 |
- |
22,323 (Note 1) $ 1,706,013 (Note 1) $ 5 (Note 1) - (Note 1) 14,381 (Note 1) $ 14,386 (Note 1) $ 3 (Note 1) - (Note 1) 9,894 (Note 1) $ 9,897 (Note 1) $ 56,369 (Note 1) 47,592 (Note 1) $ 103,961 (Note 1) $ 1,288,201 (Note 1) 6,363 (Note 1) $ 1,294,564 (Note 1) $ 183,694 (Note 1) - (Note 1) $ 183,694 (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 1: Amounts received before March 22, 2021.
Note 2: The amounts presented above were eliminated upon consolidation.
- 163 -
TABLE 6
STANDARD FOODS CORPORATION AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2020
(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 Beverage Company Limited Standard Beverage Company Limited Dermalab Standard Foods (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. |
a a a a a a a a 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 Financing receivables - related parties Purchases Interest income Service revenue Financing receivables - related parties Other receivables - related parties Financing receivables - related parties Interest income Other receivables - related parties Financing receivables - related parties Interest income |
$ 127,574 2,761 1,442,012 900,852 9,577 116 20,000 1,015 15 1,320 46,842 2,162 349,184 2,128 2,703 523,776 2,669 |
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 0.950% According to the general conditions Interest rate 0.950% According to the general conditions Interest rate 1.000% According to the general conditions Interest rate 1.000% Interest rate 1.000% According to the general conditions Interest rate 1.000% Interest rate 1.000% |
0.5 - 4.2 2.6 - - 0.1 - - - 0.2 - 1.3 - - 1.9 - |
| 1 | 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 Foods (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (China) Co., Ltd. Le Bonta Wellness Co., Ltd. Le Bonta Wellness Co., Ltd. Le Bonta Wellness 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 |
Trade receivables - related parties Financing receivables - related parties Other receivables - related parties Trade payables - related parties Other payables - related parties Sales Purchases Interest income Other expenses Research and development expenses Trade receivables - related parties Sales Purchases Trade receivables - related parties Purchases Other expenses Other receivables - related parties Financing receivables - related parties Sales Interest income |
551,912 79,413 17,123 56,376 47,592 2,014,629 447,874 2,546 327 7,337 6,044 26,906 13,933 6 513 10 11,750 458,304 5,343 11,295 |
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 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 According to the general conditions According to the general conditions Interest rate1.000% According to the general conditions Interest rate1.000% |
2.0 0.3 0.1 0.2 0.2 5.8 1.3 - - - - 0.1 - - - - - 1.6 - - |
(Continued)
- 164 -
| 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) | ||||
| 2 | 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. 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 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. Le Bonta Wellness Co., Ltd. Le Bonta Wellness Co., Ltd. Le Bonta Wellness Co., Ltd. Le Bonta Wellness Co., Ltd. Le Bonta Wellness Co., Ltd. Le Bonta Wellness Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le Min Industrial Co., Ltd. Shanghai Le Min Industrial Co., Ltd. Shanghai Le Min Industrial Co., Ltd. Shanghai Le Ben De Co., Ltd. Shanghai Le Ben De 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 a a c c c c c c c c c c |
Trade receivables - related parties Other receivables - related parties Financing receivables - related parties Trade payables - related parties Other payables - related parties Sales Purchases Interest income Other revenue Rental expenses Other receivables - related parties Financing receivables - related parties Interest income Expense Trade receivables - related parties Other receivables - related parties Financing receivables - related parties Trade payables - related parties Other payables - related parties Sales Purchases Interest income Other revenue Other receivables - related parties Financing receivables - related parties Trade payables - related parties Sales Purchases Interest income Other payables - related parties Financing payables - related parties Interest expenses Other payables - related parties Financing payables - related parties Interest expenses Other payables - related parties Financing payables - related parties Purchases Interest expenses |
$ 5 14,381 408,065 1,683,690 22,323 499 6,492,434 3,832 14,133 94 2,092 43,827 2,065 56 3 9,894 189,904 1,288,201 6,363 367 4,753,380 17,608 9,725 1,669 21,553 2,049 8 8,223 1,673 89 5,063 87 91 4,775 89 2 10,912 1,063 132 |
According to the general conditions According to the general conditions Interest rate2.500% According to the general conditions According to the general conditions According to the general conditions According to the general conditions Interest rate2.500% According to the general conditions According to the general conditions According to the general conditions Interest rate2.500% Interest rate2.500% According to the general conditions According to the general conditions According to the general conditions Interest rate2.500% According to the general conditions According to the general conditions According to the general conditions According to the general conditions Interest rate2.500% According to the general conditions According to the general conditions Interest rate2.500% According to the general conditions According to the general conditions According to the general conditions Interest rate2.500% According to the general conditions Interest rate2.500% Interest rate2.500% According to the general conditions Interest rate2.500% Interest rate2.500% According to the general conditions Interest rate1.000% According to the general conditions Interest rate1.000% |
- 0.1 1.5 6.1 0.1 - 18.8 - - - - 0.2 - - - - 0.7 4.6 - - 13.8 0.1 - - 0.1 - - - - - - - - - - - - - - |
| 3 | Shanghai Dermalab Corporation | Dermalab Dermalab Le Bonta Wellness Co., Ltd. |
c c c |
Trade payables - related parties Purchases Sales |
35,090 76,384 14 |
According to the general conditions According to the general conditions According to the general conditions |
0.1 0.2 - |
| (Continued) |
- 165 -
| 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) | ||||
| 4 | Standard Foods (China) Co., Ltd. | Le Bonta Wellness Co., Ltd. Le Bonta Wellness Co., Ltd. Le Bonta Wellness Co., Ltd. Le Bonta Wellness Co., Ltd. Le Bonta Wellness Co., Ltd. Le Bonta Wellness 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 |
Trade receivables - related parties Other receivables - related parties Sales Purchases Rental revenue Other expenses Trade payables - related parties Other payables - related parties Sales Purchases |
$ 130 1,205 278 13 3,542 4,304 183,694 2,303 43 558,960 |
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 According to the general conditions |
- - - - - - 0.7 - - 1.6 |
| 5 | Le Bonta Wellness Co., Ltd. | Shanghai Le Ben De Co., Ltd. Shanghai Le Ben De Co., Ltd. Shanghai Le Ben De Co., Ltd. Standard Foods (Xiamen) Co., Ltd. |
c c c c |
Trade payables - related parties Sales Purchases Sales |
435 1,878 953 9 |
According to the general conditions According to the general conditions 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)
- 166 -
TABLE 7
STANDARD FOODS CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020 (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, 2020 | As of December 31, 2020 | As of December 31, 2020 | Net Income (Loss) of the Investee |
Share of Profits (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
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 Standard Foods, LLC. 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 Taipei, Taiwan U.S.A. 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 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 9,056 335,215 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 5 Note 5 2,600 3,000 150,050,815 |
100 100 100 100 52 100 100 100 100 100 100 |
$ 3,623,593 5,685,589 1,006,590 354,881 305,990 83,597 8,958 8,544 188,116 - 5,685,017 |
$ 189,679 377,175 405,319 20,415 80,935 3,356 177 - 10,103 - 377,452 |
$ 180,564 (Note 1) 377,175 404,208 (Note 2) 2,741 (Note 3) 42,095 3,380 (Note 4) 177 - - - - |
Subsidiary (Note 6) Subsidiary (Note 6) Subsidiary (Note 6) Subsidiary (Note 6) Subsidiary (Note 6) Subsidiary (Note 6) Subsidiary (Note 6) Subsidiary (Note 6) Indirect subsidiary (Note 6) Indirect subsidiary (Note 6) Indirect subsidiary (Note 6) |
Note 1: This amount was the share of profit of the investee of $189,679 thousand minus the unrealized gain on sidestream transactions of $9,115 thousand.
Note 2: This amount was the share of profit of the investee of $405,319 thousand minus the unrealized gain on sidestream transactions of $1,111 thousand.
Note 3: This amount was the share of profit of the investee of $20,415 thousand minus the Standard Foods Corporation Cash dividends paid of $17,674 thousand.
Note 4: This amount was the share of profit of the investee of $3,356 thousand plus the unrealized gain on upstream transactions of $23 thousand.
Note 5: This is a limited company with no issued shares.
Note 6: The amounts presented above were eliminated upon consolidation.
- 167 -
TABLE 8
STANDARD FOODS CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020 (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, 2020 |
Remittanc | e of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) (Note 2) |
Carrying Amount as of December 31, 2020 |
Accumulated Repatriation of Investment Income as of December 31, 2020 |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | ||||||||||||
| Shanghai Standard Foods Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (China) Co., Ltd. Shanghai Dermalab Corporation Le Bonta Wellness 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 93,989 380,418 31,220 1,307,582 607,717 378,009 |
b. (Note 3) b. (Note 5) c. (Note 6) c. (Note 6) a. 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) |
$ 197,080 418,759 143,748 (17,342) (38,271) 719 112,671 (22,828) (14,000) |
100.0 99.0 99.0 99.0 99.5 100.0 99.0 100.0 100.0 |
$ 194,031 (Note 9) 414, 571 (Note 9) 134,895 (Note 9) (17,169) (Note 9) (38,084) (Note 9) 719 (Note 9) 103,630 (Note 9) (22,828) (Note 9) (14,000) (Note 9) |
$ 3,236,959 4,882,005 2,000,127 8,311 175,748 29,830 1,455,322 494,056 308,367 |
$ - - - - - - - - - |
Note 11 Note 11 Note 11 Note 11 Note 11 Note 11 Note 11 Note 11 Note 11 |
- 168 -
| Accumulated Outward Remittance for Investment in Mainland China as of |
Investment Amounts Authorized by |
Upper Limit on the Amount of Investment Stipulated by Investment Commission, |
|---|---|---|
| December 31, 2020 | Investment Commission, MOEA | 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.
-
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, 2019; 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 amounts presented above were eliminated upon consolidation.
(Concluded)
- 169 -
TABLE 9
STANDARD FOODS CORPORATION AND SUBSIDIARIES
INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2020
| Name of Major Shareholder | Shares | Shares |
|---|---|---|
| Number of Shares |
Percentage of Ownership (%) |
|
| Mu Te Investment Co., Ltd. Trust Property Account Chia Yun Investment Co., Ltd. Trust Property Account Chia Chieh Investment Co., Ltd. Trust Property Account |
157,008,400 133,125,408 108,503,160 |
17.15 14.54 11.85 |
-
Note 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preference shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
-
Note 2: If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual truster who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, please refer to Market Observation Post System.
-
170 -
V. Individual Financial Statements for the Most Recent Fiscal Year
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Standard Foods Corporation
Opinion
We have audited the accompanying financial statements of Standard Foods Corporation (the “Company”), which comprise the balance sheets as of December 31, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit of the consolidated financial statements for the year ended December 31, 2020 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. 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. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the 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 Company’s financial statements for the year ended December 31, 2020 is stated as follows:
Estimate of Return Liability
The Company mainly manufactures and sells nutritious foods, edible oils, dairy products and beverages. Taking into account the historical experience of its sales in the past, the Company estimates the probable amount of each product’s return liability. Refer to Notes 5 and 19 to the financial statements for detailed information related to return liability. Because the assessment of return liability involves management’s critical accounting estimates and judgments, we considered the assessment of return liability to be a key audit matter.
The key audit procedures that we performed in respect of the estimate of return liability included the following:
-
We obtained an understanding and tested the design and operating effectiveness of the key controls over the estimates of the return liability.
-
171 -
-
We selected samples from the sales return transactions and inspected the correctness of the sales returns in current year.
-
We obtained the relevant reports of estimates of sales return liability, and we recalculated and reviewed that the assessment results were adequate.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 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:
-
Identify and assess the risks of material misstatement of the 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.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
172 -
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2020 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 audits resulting in this independent auditors’ report are Tza-Li Gung and ZhiYuan Chen.
Deloitte & Touche Taipei, Taiwan Republic of China
March 22, 2021
Notice to Readers
The accompanying financial statements are intended only to present the 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 financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. 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 financial statements shall prevail.
- 173 -
STANDARD FOODS CORPORATION
BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (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 22) Trade receivables from unrelated parties (Notes 10 and 22) Trade receivables from related parties (Notes 22 and 28) Other receivables (Note 10) Other receivables from related parties (Note 28) Inventories (Note 11) Prepayments (Note 12) Other current assets (Notes 17 and 19) 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) Investments accounted for using the equity method (Note 13) Property, plant and equipment (Note 14) Right-of-use assets (Note 15) Other intangible assets (Note 16) Deferred tax assets (Note 24) Other non-current assets (Note 17) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Contract liabilities - current (Note 22) Notes payable (Note 18) Trade payables (Note 18) Trade payables to related parties (Note 28) Other payables (Note 19) Current tax liabilities (Note 24) Lease liabilities - current (Note 15) Other current liabilities (Notes 5 and 19) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Note 24) Lease liabilities - non-current (Note 15) Net defined benefit liabilities (Note 20) Other non-current liabilities (Note 19) Total non-current liabilities Total liabilities EQUITY (Note 21) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL |
2020 | 2019 | ||
|---|---|---|---|---|
| Amount % $ 205,747 1 1,118,813 5 20,671 - 1,092,961 5 5 - 1,980,474 10 136,585 1 34,420 - 947,545 5 1,834,330 9 167,706 1 27,378 - 7,566,635 37 1,894 - 77,341 - 11,167,932 54 1,352,887 7 63,174 - 13,660 - 321,299 2 19,928 - 13,018,115 63 $ 20,584,750 100 $ 21,440 - 289 - 827,945 4 20,526 - 1,110,589 5 299,812 2 20,979 - 24,670 - 2,326,250 11 347,410 2 38,059 - 188,393 1 150 - 574,012 3 2,900,262 14 9,150,897 44 127,392 1 3,287,022 16 577,494 3 4,918,357 24 8,782,873 43 (355,492) (2) (21,182) - 17,684,488 86 $ 20,584,750 100 |
Amount % $ 624,431 3 556,393 3 21,825 - 1,610,195 8 - - 2,148,846 11 141,484 1 15,523 - 3,242 - 1,926,771 10 242,149 1 15,348 - 7,306,207 37 7,575 - 81,342 - 10,339,942 53 1,372,629 7 84,295 1 2,943 - 378,132 2 23,123 - 12,289,981 63 $ 19,596,188 100 $ 15,035 - 577 - 876,262 5 26,141 - 1,041,136 5 391,748 2 25,349 - 8,284 - 2,384,532 12 265,870 2 56,304 - 211,205 1 150 - 533,529 3 2,918,061 15 9,150,897 47 109,718 - 2,945,412 15 330,945 2 4,739,831 24 8,016,188 41 (577,494) (3) (21,182) - 16,678,127 85 $ 19,596,188 100 |
The accompanying notes are an integral part of the financial statements.
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STANDARD FOODS CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE Sales (Notes 22 and 28) OPERATING COSTS Cost of goods sold (Notes 11, 23 and 28) GROSS PROFIT OPERATING EXPENSES (Note 23) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit gain Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Interest income (Notes 23 and 28) Other income (Notes 23 and 28) Other gains (Note 23) Finance costs (Note 23) Share of the profit of subsidiaries Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 24) 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 (Note 20) Unrealized loss on investments in equity instruments at fair value through other comprehensive income |
2020 Amount % $ 13,184,535 100 8,455,471 64 4,729,064 36 1,340,048 10 453,697 3 87,553 1 (217) - 1,881,081 14 2,847,983 22 21,974 - 11,298 - 50,398 - (1,084) - 990,798 8 1,073,384 8 3,921,367 30 708,566 6 3,212,801 24 (20,575) - (5,155) - |
2019 | ||
|---|---|---|---|---|
| Amount % $ 13,139,944 100 8,469,936 64 4,670,008 36 1,223,016 9 397,433 3 94,429 1 (95) - 1,714,783 13 2,955,225 23 22,823 - 11,933 - 3,468 - (1,339) - 1,191,976 9 1,228,861 9 4,184,086 32 767,989 6 3,416,097 26 (20,000) - (18,658) - (Continued) |
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STANDARD FOODS CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Share of the other comprehensive income of subsidiaries accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 24) Total items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Income tax relating to items that may be reclassified subsequently to profit or loss (Note 24) Total items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the year, net of income (loss) tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 25) Basic Diluted |
2020 Amount % $ 101,676 1 4,095 - 80,041 1 151,041 1 (30,209) - 120,832 1 200,873 2 $ 3,413,674 26 $ 3.54 $ 3.53 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 40,644 - 4,338 - 6,324 - (350,212) (3) 70,043 1 (280,169) (2) (273,845) (2) $ 3,142,252 24 $ 3.76 $ 3.76 |
||||
The accompanying notes are an integral part of the financial statements.
(Concluded)
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STANDARD FOODS CORPORATION
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| Ordinary Shares Capital Surplus BALANCE AT JANUARY 1, 2019 $ 9,150,897 $ 93,045 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 - 16,673 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 9,150,897 109,718 Appropriation of 2019 earnings Legal reserve - - Cash dividends to shareholders - - Share dividends to shareholders - - Adjustment of capital surplus for the Company’s cash dividends received by subsidiaries - 17,674 Net profit for the year ended December 31, 2020 - - Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax - - Total comprehensive income for the year ended December 31, 2020 - - BALANCE AT DECEMBER 31, 2020 $ 9,150,897 $ 127,392 |
Ordinary Shares Capital Surplus BALANCE AT JANUARY 1, 2019 $ 9,150,897 $ 93,045 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 - 16,673 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 9,150,897 109,718 Appropriation of 2019 earnings Legal reserve - - Cash dividends to shareholders - - Share dividends to shareholders - - Adjustment of capital surplus for the Company’s cash dividends received by subsidiaries - 17,674 Net profit for the year ended December 31, 2020 - - Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax - - Total comprehensive income for the year ended December 31, 2020 - - BALANCE AT DECEMBER 31, 2020 $ 9,150,897 $ 127,392 |
Retained Earnings | Other Equity | Total Treasury Shares $ (330,945) $ (21,182) - - - - - - - - - - (246,549) - (246,549) - (577,494) (21,182) - - - - - - - - - - 222,002 - 222,002 - $ (355,492) $ (21,182) |
Total Equity $ 15,806,926 - |
||
|---|---|---|---|---|---|---|---|
Tr |
Exchange Differences on anslation of the Financial Statements of Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Foreign Operations Comprehensive Income $ (412,869) $ 81,924 - - - - - - - - - - (280,169) 33,620 (280,169) 33,620 (693,038) 115,544 - - - - - - - - - - 120,832 101,170 120,832 101,170 $ (572,206) $ 216,714 |
||||||
| Legal Reserve Special Reserve Unappropriated Earnings $ 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 4,739,831 341,610 - (341,610) - 246,549 (246,549) - - (2,424,987) - - - - - 3,212,801 - - (21,129) - - 3,191,672 $ 3,287,022 $ 577,494 $ 4,918,357 |
Total $ 6,915,111 - |
||||||
- |
- |
- |
|||||
- |
(2,287,724) - |
(2,287,724) 16,673 |
|||||
16,673 |
|||||||
| - - |
3,416,097 (27,296) 3,388,801 |
3,416,097 (273,845) 3,142,252 |
|||||
- |
|||||||
109,718 |
8,016,188 |
16,678,127 |
|||||
- |
- |
- |
|||||
- |
- |
- |
|||||
- |
(2,424,987) - |
(2,424,987) 17,674 |
|||||
17,674 |
|||||||
| - - |
3,212,801 (21,129) 3,191,672 |
3,212,801 200,873 |
|||||
- |
3,413,674 |
||||||
| $ 127,392 | $ 8,782,873 | $ 17,684,488 |
The accompanying notes are an integral part of the financial statements.
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STANDARD FOODS CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss reversed on trade receivables Net gain on fair value changes of financial assets and liabilities designated as at fair value through profit or loss Finance costs Interest income Dividend income Share of the profit of subsidiaries Net loss on disposal of property, plant and equipment Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Contract liabilities Notes payable Trade payables Trade payables to 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 Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Payments for intangible assets (Increase) decrease in other financial assets |
2020 $ 3,921,367 225,981 8,105 (217) (3,063) 1,084 (21,974) (1,721) (990,798) 951 (553,676) (5) 168,589 4,899 (20,660) (944,303) 92,441 74,443 (12,030) 6,405 (288) (48,317) (5,615) 69,453 16,386 (43,387) 1,944,050 23,737 (1,084) (688,243) 1,278,460 (2,240,636) 2,757,870 (185,413) 2,417 (13,541) 1,323 |
2019 $ 4,184,086 222,087 11,998 (95) (4,098) 1,339 (22,823) (2,787) (1,191,976) 2,087 (95,054) 567 (164,585) 33,008 55,058 715 (93,767) 39,532 5,061 7,040 (8,771) (8,917) 12,485 36,273 (175) 8 3,018,296 21,489 (1,339) (522,605) 2,515,841 (2,768,840) 2,141,408 (159,044) 1,131 (7,564) (3,441) |
|---|---|---|
(Continued)
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STANDARD FOODS CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| Increase in other non-current assets Dividends received from subsidiaries Other dividends received Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid to owners of the Company Acquisition of interest in subsidiaries Net cash used in financing activities NET 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 The accompanying notes are an integral part of the financial statements. |
2020 $ (3,409) 442,255 1,721 762,587 - (25,688) (2,424,987) (9,056) (2,459,731) (418,684) 624,431 $ 205,747 |
2019 $ (7,235) 424,580 2,787 (376,218) (50) (26,113) (2,287,724) - (2,313,887) (174,264) 798,695 $ 624,431 (Concluded) |
|---|---|---|
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STANDARD FOODS CORPORATION
NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (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 financial statements are presented in the Company’s functional currency, the New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The financial statements were approved by the Company’s board of directors on March 22, 2021.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
Except for the following, the initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Company’s accounting policies:
1) Amendments to IFRS 3 “Definition of a Business”
The Company applies the amendments to IFRS 3 to transactions that occur on or after January 1, 2020. 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 that together significantly contribute to the ability to create outputs. To determine whether an acquired process is substantive, different criteria apply, depending on whether there are outputs at the acquisition date. 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 Company adopted the amendments starting from January 1, 2020. The threshold of materiality that could influence users has been changed to “could reasonably be expected to influence”. Accordingly, disclosures in the consolidated financial statements do not include immaterial information that may obscure material information.
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b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2021
Effective Date New IFRSs Announced by IASB Amendments to IFRS 4 “Extension of the Temporary Exemption from Effective immediately upon Applying IFRS 9” promulgation by the IASB Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 January 1, 2021 “Interest Rate Benchmark Reform - Phase 2” Amendment to IFRS 16 “Covid-19 - Related Rent Concessions” June 1, 2020
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’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
Effective Date New IFRSs Announced by IASB (Note 1) “Annual Improvements to IFRS Standards 2018-2020” January 1, 2022 (Note 2) Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022 (Note 3) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IAS 1 “Classification of Liabilities as Current or NonJanuary 1, 2023 current” Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 6) Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 (Note 7) Amendments to IAS 16 “Property, Plant and Equipment - Proceeds January 1, 2022 (Note 4) before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a January 1, 2022 (Note 5) Contract”
-
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
-
Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
-
Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
-
Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
-
Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
-
Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
-
181 -
-
Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
Except for the above impact, as of the date the financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’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
These financial statements of the Company are the parent company only financial statements and have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
- b. Basis of preparation
The financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair values and net defined benefit liabilities that are determined by deducting the fair value of plan assets from the present value of the defined benefit obligation.
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.
When preparing these parent company only financial statements, the Company adopts the equity method to account for its investment in subsidiaries. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in these parent company only financial statements to be the same as the amounts attributable to the owners of the Company in its consolidated financial statements, adjustments arising from the differences in accounting treatment between parent company only basis and consolidated basis were made to the investments accounted for by the equity method, the share of profit or loss of subsidiaries, the share of other comprehensive income of subsidiaries and the related equity items, as appropriate, in these parent company only financial statements.
- 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;
-
182 -
-
2) Liabilities due to be settled within twelve months after the reporting period, even if an agreement to refinance or to reschedule payments on a long-term basis is completed after the reporting period and before the financial statements are authorized for issue; and
-
3) Liabilities for which the Company does not have an unconditional right to defer settlement for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
Assets and liabilities that are not classified as current are classified as non-current.
d. Foreign currencies
In preparing the Company’s financial statements, transactions in currencies other than the Company’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 not retranslated.
For the purpose of presenting the financial statements, the functional currencies of the entities (including operations of the subsidiaries in other countries that use currencies which are different from the functional 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; 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.
On the disposal of a foreign operation (i.e., a disposal of the Company’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation are reclassified to profit or loss.
In relation to a partial disposal of a subsidiary that does not result in the Company losing of control over the subsidiary, the proportionate share of accumulated exchange differences is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.
- e. Inventories
Inventories consist of raw materials, packaging materials and supplies, work-in-process, 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.
f. Investment in subsidiaries
The Company used the equity method to account for its investments in subsidiaries.
Subsidiaries are the entities controlled by the Company.
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Under the equity method, investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the subsidiary. The Company also recognizes the changes in the Company’s share of equity of subsidiaries attributable to the Company.
Changes in the Company’s ownership interest in a subsidiary that do not result in the Company losing control of the subsidiary are equity transactions. The Company recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.
When the Company’s share of losses of a subsidiary exceeds its interest in that subsidiary (which includes any carrying amount of the investment accounted for by the equity method and long-term interests that, in substance, form part of the Company’s net investment in the subsidiary), the Company continues recognizing its share of further losses.
Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognized immediately in profit or loss.
The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the entire financial statements of the invested company. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.
When the Company loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides, the Company accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Company had directly disposed of the related assets or liabilities.
Profits and losses resulting from downstream transactions are eliminated in full in the financial statements. Profits and losses transactions from upstream and transactions between subsidiaries are recognized in the financial statements only to the extent of interests in the subsidiaries that are not related to the Company.
- 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.
Properties in the course of construction for production, supply or administrative purposes are carried at cost, less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such properties 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 a lease term is shorter than the assets’ useful lives, such assets are depreciated over the lease term. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.
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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 or the fixed-percentage of declining-balance 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. 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) 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.
- j. Impairment of property, plant and equipment, right-of-use asset, intangible assets
At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment, right-of-use asset and intangible assets, 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 Company estimates the recoverable amount of the cashgenerating unit to which the asset belongs. When it is not possible to estimate the recoverable amount of an individual asset, the Company 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.
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 cashgenerating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
- k. Financial instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.
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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
- 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 27.
- 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, 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-impaired 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
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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 Company 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.
Dividends on these investments in equity instruments are recognized in profit or loss when the Company’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 and contract assets
The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables) and finance lease receivables.
The Company always recognizes lifetime expected credit losses (ECLs) for trade receivables and finance lease receivables. For all other financial instruments, the Company 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 Company 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 Company 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 Company 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.
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.
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2) Equity instruments
Debt and equity instruments issued by the Company 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 Company are recognized at the proceeds received, net of direct issue costs.
The repurchase of the Company’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 Company’s own equity instruments.
-
3) Financial liabilities
-
a) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
- b) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
- l. Revenue recognition
The Company identifies contracts with customers and recognizes revenue when performance obligations are satisfied.
Revenue from the sale of goods
Revenue from the sale of goods comes from sales of nutritious foods, cooking products. 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.
m. Leases
At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.
The Company as lessee
The Company 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.
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.
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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, 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 Company 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 a lease term resulting from a change to those payments, the Company 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.
-
n. 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 services.
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 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 they occur. 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 Company’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 Company can no longer withdraw the offer of the termination benefit and when the Company recognizes any related restructuring costs.
- o. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
Income tax payable is based on taxable profit for the year determined according to the applicable tax laws of each tax jurisdiction.
According to the Income Tax Act, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
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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 Company 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 Company’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 Company considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
Estimate of return liability
The sales of goods are recognized upon completion of the profit-making process, on the conditions set out in Note 4. Management estimates the return liability based on market condition and the historical return rates. The sales return allowance are recorded as the deduction of sales and management periodically reviews the reasonableness of accounting estimates.
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6. CASH AND CASH EQUIVALENTS
| December 31 2020 2019 Cash on hand $ 1,432 $ 1,432 Checking accounts and demand deposits 168,318 223,408 Cash equivalents (investments with original maturities of 3 months or less) Time deposits 35,997 131,144 Repurchase agreements collateralized by bonds - 268,447 $ 205,747 $ 624,431 The market rate intervals of cash in bank at the end of the reporting period were as follows: December 31 2020 2019 Bank balance 0.010%-2.500% 0.001%-3.220% Repurchase agreements collateralized by bonds - 0.550%-0.560% |
December 31 | |
|---|---|---|
| 2020 2019 $ 1,432 $ 1,432 168,318 223,408 35,997 131,144 - 268,447 $ 205,747 $ 624,431 were as follows: December 31 |
||
| 2020 2019 0.010%-2.500% 0.001%-3.220% - 0.550%-0.560% |
The market rate intervals of cash in bank at the end of the reporting period were as follows:
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| Financial assets at fair value through profit or loss (FVTPL)-current Financial assets mandatorily classified as at FVTPL Non-derivative financial assets Mutual funds Note cash Financial assets at FVTPL-non-current Financial assets mandatorily classified as at FVTPL Non-derivative financial assets Domestic unlisted shares |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 1,089,781 29,032 $ 1,118,813 $ 1,894 |
2019 $ 556,393 - $ 556,393 $ 7,575 |
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| Current Investments in equity instruments at fair value through other comprehensive income (FVTOCI) Non-current Investments in equity instruments at FVTOCI |
December | 31 | |
|---|---|---|---|
| 2020 $ 20,671 $ 77,341 |
2019 $ 21,825 $ 81,342 |
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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. Non-current Listed shares and emerging market shares Ordinary shares - GeneFerm Biotechnology Co., Ltd. Unlisted shares Ordinary shares - Dah Chung Bills Finance Corp. |
December | 31 | |
|---|---|---|---|
| 2020 $ 15,374 5,297 $ 20,671 $ 62,423 14,918 $ 77,341 |
2019 $ 16,479 5,346 $ 21,825 $ 65,640 15,702 $ 81,342 |
These investments in equity instrument are not held for trading. Instead, they are held for medium- to longterm 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 Company’s strategy of holding these investments for long-term purposes.
Dividend of $1,721 thousand and $2,787 thousand were recognized during 2020 and 2019, respectively.
9. FINANCIAL ASSETS AT AMORTIZED COST
| Current Time deposits with original maturities of more than 3 months |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 1,092,961 |
2019 $ 1,610,195 |
The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 0.40%-2.08% and 0.79%-2.85% per annum as of December 31, 2020 and 2019, 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 |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 5 $ 1,981,590 (1,116) $ 1,980,474 |
2019 $ - $ 2,150,179 (1,333) $ 2,148,846 |
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| Other receivables Accrued interest Payment on behalf of others Accrued promoted subsidy Others |
$ 3,442 3,259 19,543 8,176 $ 34,420 |
$ 5,205 595 3,118 6,605 $ 15,523 |
|---|---|---|
The average credit period of sales of goods was 30-90 days. In order to minimize credit risk, the management of the Company 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 Company 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 Company 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 approach considering the past default experience of the customer, the customer’s current financial position, economic condition of the industry in which the customer operates, as well as the GDP forecasts and industry outlook.
The Company 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 Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
The following table details the loss allowance of trade receivables based on the Company’s provision matrix.
December 31, 2020
| Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost December 31, 2019 Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost |
Not Past Due 0.01% $ 1,979,787 (186) $ 1,979,601 Not Past Due 0.01% $ 2,147,040 (245) $ 2,146,795 |
Less than 30 Days 6.72% $ 506 (34) $ 472 Less than 30 Days 7.37% $ 692 (51) $ 641 |
31 to 90 Days 91 to 180 Days Over 180 Days 21.74% 51.11% 100.00% $ 322 $ 315 $ 665 (70) (161) (665) $ 252 $ 154 $ - 31 to 90 Days 91 to 180 Days Over 180 Days 18.27% 47.71% 100.00% $ 1,390 $ 524 $ 533 (254) (250) (533) $ 1,136 $ 274 $ - |
Total $ 1,981,595 (1,116) $ 1,980,479 Total $ 2,150,179 (1,333) $ 2,148,846 |
|---|---|---|---|---|
December 31, 2019
The movements of the loss allowance of trade receivables were as follows:
Balance at January 1 Less: Net remeasurement of loss allowance Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 1,333 (217) $ 1,116 |
2019 $ 1,428 (95) $ 1,333 |
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11. INVENTORIES
| Merchandise Finished goods Work in progress Raw materials Packing materials |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 481,002 724,984 145,137 451,762 31,445 $ 1,834,330 |
2019 $ 463,267 829,612 136,206 458,387 39,299 $ 1,926,771 |
The cost of inventories recognized as cost of goods sold for the year ended December 31, 2020 included reversals of inventory write-downs of $2,765 thousand and loss on abandoned inventories of $6,123 thousand. The cost of inventories recognized as cost of goods sold for the year ended December 31, 2019 included reversals of inventory write-downs of $9,406 thousand and loss on abandoned inventories of $14,471 thousand.
12. PREPAYMENTS
| Prepayments for purchases Prepayments for equipment parts Prepayments for fuel oil Prepayments for insurance Prepayments for advertisements Others |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 128,696 18,338 2,352 482 1,540 16,298 $ 167,706 |
2019 $ 207,477 16,836 3,344 619 - 13,873 $ 242,149 |
13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| Unlisted companies Accession Limited Standard Investment (Cayman) Limited (“Cayman Standard”) Standard Dairy Products Taiwan Limited (“Standard Dairy Products”) Charng Hui Ltd. (“Charng Hui”) Domex Technology Corporation (“Domex Technology”) Standard Beverage Company Limited (“Standard Beverage”) Le Bonta Wellness International Corporation (“Le Bonta Wellness”) Le Bonta Wellness Co., Ltd. (“Shanghai Le Bonta”) Standard Foods, LLC. |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 3,623,593 5,685,589 1,006,590 354,881 305,990 83,597 8,958 90,190 8,544 $ 11,167,932 |
2019 $ 3,381,908 5,220,048 1,000,126 290,480 247,879 82,342 8,781 108,378 - $ 10,339,942 |
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| Name of Subsidiary Accession Limited Cayman Standard Standard Dairy Products Charng Hui Domex Technology Standard Beverage Le Bonta Wellness Shanghai Le Bonta Standard Foods, LLC. (Note) |
Proportion of Ownership and Voting Rights |
|---|---|
| December 31 | |
| 2020 2019 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 52.0% 52.0% 100.0% 100.0% 100.0% 100.0% 51.0% 51.0% 100.0% - |
Note: The Company invested US$300 thousand in June 2020.
Refer to Note 31 for the details of the subsidiaries indirectly held by the Company.
14. PROPERTY, PLANT AND EQUIPMENT
| Freehold Land Cost Balance at January 1, 2019 $ 396,356 Adjustments on initial application of IFRS 16 - Balance at January 1, 2019 (restated) 396,356 Additions - Disposals - Reclassified - Balance at December 31, 2019$ 396,356 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 - Balance at December 31, 2019$ - Carrying amount at December 31, 2019 $ 396,356 Cost Balance at January 1, 2020 $ 396,356 Additions - Disposals - Reclassified 2,940 Balance at December 31, 2020$ 399,296 Accumulated depreciation and impairment Balance at January 1, 2020 $ - Disposals - Depreciation expenses - Balance at December 31, 2020$ - Carrying amount at December 31, 2020 $ 399,296 |
Buildings $ 975,442 - 975,442 - (19,566 ) 71,475 $ 1,027,351 $ 599,773 - 599,773 (18,370 ) 52,286 $ 633,689 $ 393,662 $ 1,027,351 - (8,859 ) 44,932 $ 1,063,424 $ 633,689 (8,698 ) 55,685 $ 680,676 $ 382,748 |
Equipment $ 2,088,287 - 2,088,287 - (26,535 ) 205,189 $ 2,266,941 $ 1,681,458 - 1,681,458 (25,607 ) 132,892 $ 1,788,743 $ 478,198 $ 2,266,941 - (74,601 ) 78,562 $ 2,270,902 $ 1,788,743 (71,401 ) 132,742 $ 1,850,084 $ 420,818 |
Other Equipment $ 194,890 (6,460) 188,430 - (20,102 ) 19,130 $ 187,458 $ 159,215 (1,077) 158,138 (19,008 ) 13,184 $ 152,314 $ 35,144 $ 187,458 - (13,838 ) 10,624 $ 184,244 $ 152,314 (13,831 ) 13,360 $ 151,843 $ 32,401 |
Property in Construction $ 206,019 - 206,019 159,044 - (295,794) $ 69,269 $ - - - - - $ - $ 69,269 $ 69,269 185,413 - (137,058) $ 117,624 $ - - - $ - $ 117,624 |
Total $ 3,860,994 (6,460) 3,854,534 159,044 (66,203 ) - $ 3,947,375 $ 2,440,446 (1,077) 2,439,369 (62,985 ) 198,362 $ 2,574,746 $ 1,372,629 $ 3,947,375 185,413 (97,298 ) - $ 4,035,490 $ 2,574,746 (93,930 ) 201,787 $ 2,682,603 $ 1,352,887 |
|---|---|---|---|---|---|
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No impairment assessment was performed for the years ended December 31, 2020 and 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 40 years Electrical and mechanical equipment 8-15 years Engineering 7-39 years Others 3-14 years Equipment Main equipment 2-20 years Engineering 7-20 years Others 3-15 years Other equipment 2-15 years
15. LEASE ARRANGEMENTS
- a. Right-of-use assets
| Carrying amounts Land Buildings Office equipment Transportation equipment Additions to right-of-use assets Depreciation charge for right-of-use assets Land Buildings Office equipment Transportation equipment Lease liabilities Carrying amounts Current Non-current |
December | 31 | |
|---|---|---|---|
| 2020 2019 $ 2,898 $ 3,615 56,602 75,984 445 390 3,229 4,306 $ 63,174 $ 84,295 For the Year Ended December 31 |
|||
| 2020 $ 3,073 $ 1,851 21,190 76 1,077 $ 24,194 December |
2019 $ 8,565 $ 865 21,754 29 1,077 $ 23,725 31 |
||
| 2020 $ 20,979 $ 38,059 |
2019 $ 25,349 $ 56,304 |
-
b. Lease liabilities
-
196 -
Range of discount rates for lease liabilities was as follows:
| Land Buildings Office equipment Transportation equipment |
December 31 |
|---|---|
| 2020 2019 1.07% 1.07% 1.07% 1.07% 1.07% 1.07% - 12.04% |
- c. Material lease-in activities and terms
The Company leases land, buildings and transportation equipment for the use of parking garage, offices, office equipment and official vehicles with lease terms of 1 to 6 years. The Company does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms. In addition, the Company is prohibited from subleasing or transferring all or any portion of the underlying assets without the lessor’s consent.
- d. Other lease information
Expenses relating to short-term leases Total cash outflow for leases |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 23,730 $ (50,362) |
2019 $ 15,707 $ (43,159) |
The Company’s leases of leases certain office equipment and retail stores qualify as short-term leases. The Company has elected to apply the recognition exemption and, thus, did not recognize right-of-use assets and lease liabilities for these leases.
16. INTANGIBLE ASSETS
| Cost Balance at January 1, 2019 Additions Balance at December 31, 2019 Accumulated amortization and impairment Balance at January 1, 2019 Amortization expenses Balance at December 31, 2019 Carrying amount at December 31, 2019 Cost Balance at January 1, 2020 Additions Balance at December 31, 2020 Accumulated amortization and impairment |
Computer Software $ 202,819 7,564 |
|---|---|
$ 210,383 |
|
$ 201,147 6,293 |
|
$ 207,440 |
|
$ 2,943 |
|
$ 210,383 13,541 |
|
$ 223,924 |
|
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| Balance at January 1, 2020 Amortization expenses Balance at December 31, 2020 Carrying amount at December 31, 2020 |
$ 207,440 2,824 |
|---|---|
$ 210,264 |
|
$ 13,660 |
No impairment assessment was performed for the years ended December 31, 2020 and 2019 as there was no indication of impairment.
The above items of other intangible assets are amortized on a straight-line basis over the following estimated lives:
Computer software 2-3 years
17. OTHER ASSETS
| Current Advances to officers Right to recover a product Non-current Refundable deposits Others |
December | 31 | |
|---|---|---|---|
| 2020 $ 24,177 3,201 $ 27,378 $ 16,159 3,769 $ 19,928 |
2019 $ 15,348 - $ 15,348 $ 17,482 5,641 $ 23,123 |
18. NOTES PAYABLE AND TRADE PAYABLES
| Notes payable Operating Trade payables Trade payables |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 289 $ 827,945 |
2019 $ 577 $ 876,262 |
The average credit period of payables for purchases of goods was 30-90 days. The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
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19. OTHER LIABILITIES
| Current Other payables Payable for salaries or bonuses Payable for compensation of employees Payable for remuneration of directors Payable for commission and rebates Advertisement payable Payable for royalties Payable for freight Payable for purchases of equipment Payable for labor and health insurance Payable for environmental recycling fee Others Other liabilities Return liability Others Non-current Other liabilities Guarantee deposits |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 183,654 49,921 21,965 432,133 157,725 23,682 5,993 54,891 15,773 10,343 154,509 $ 1,110,589 $ 6,606 18,064 $ 24,670 $ 150 |
2019 $ 150,195 52,013 25,073 413,234 148,641 25,668 6,456 62,297 15,568 10,394 131,597 $ 1,041,136 $ 7,011 1,273 $ 8,284 $ 150 |
In accordance with business practices, the Company accepts the returns of goods sold. Taking into account the historical experience in the past, the Company estimates the return rate with the most probable amount, and recognizes the return liability, which accounts for other current liabilities, and related product rights to be returned, which accounts for other current assets.
20. RETIREMENT BENEFIT PLANS
a. Defined contribution plan
The Company 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.
b. Defined benefit plan
The defined benefit plan of the Company is operated by the government of the Republic of China (“ROC”) in accordance with the Labor Standards Act. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company makes monthly contributions to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name.
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Before the end of each year, the Company 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 Company 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 Company has no right to influence the investment policy and strategy.
The amounts included in the balance sheets in respect of the Company’s defined benefit plan were as follows:
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit liability |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 515,182 (326,789) $ 188,393 |
2019 $ 524,433 (313,228) $ 211,205 |
Movements in net defined benefit liability (asset) were as follows:
| Present Value | |||
|---|---|---|---|
| of the Defined | Net Defined | ||
| Benefit | Fair Value of | Benefit | |
| Obligation | the Plan Assets | Liability | |
| Balance at January 1, 2019 | $ 506,793 |
$ (315,597) |
$ 191,196 |
| Service cost | |||
| Current service cost | 4,061 | - | 4,061 |
| Net interest expense (income) | 5,701 |
(3,690) |
2,011 |
| Recognized in profit or loss | 9,762 |
(3,690) |
6,072 |
| Remeasurement | |||
| Return on plan assets (excluding amounts | |||
| included in net interest) | - | (6,621) | (6,621) |
| Actuarial loss - changes in demographic | |||
| assumptions | 3,075 | - | 3,075 |
| Actuarial loss - changes in financial | |||
| assumptions | 19,749 | - | 19,749 |
| Actuarial loss - experience adjustments | 3,797 |
- |
3,797 |
| Recognized in other comprehensive income | 26,621 |
(6,621) |
20,000 |
| Contributions from the employer | - |
(6,063) |
(6,063) |
| Benefits paid | (18,743) |
18,743 |
- |
| Balance at December 31, 2019 | 524,433 |
(313,228) |
211,205 |
| Service cost | |||
| Current service cost | 4,178 | - | 4,178 |
| Net interest expense (income) | 3,933 |
(2,372) |
1,561 |
| Recognized in profit or loss | 8,111 |
(2,372) |
5,739 |
| (Continued) |
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| Present Value | Present Value | ||||
|---|---|---|---|---|---|
| of the Defined | Net Defined | ||||
| Benefit | Fair Value of | Benefit | |||
| Obligation | the Plan Assets | Liability | |||
| Remeasurement | |||||
| Return on plan assets (excluding amounts | |||||
| included in net interest) | $ | - |
$ (10,454) |
$ (10,454) | |
| Actuarial loss - changes in demographic | |||||
| assumptions | 2,043 | - | 2,043 | ||
| Actuarial loss - changes in financial | |||||
| assumptions | 12,746 | - | 12,746 | ||
| Actuarial loss - experience adjustments | 16,240 |
- |
16,240 |
||
| Recognized in other comprehensive income | 31,029 |
(10,454) |
20,575 |
||
| Contributions from the employer | - | (49,126) |
(49,126) |
||
| Benefits paid | (48,391) | 48,391 |
- |
||
| Balance at December 31, 2020 | $ | 515,182 |
$ (326,789) |
$ 188,393 | |
| (Concluded) |
Through the defined benefit plan under the Labor Standards Act, the Company 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.
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 rate Expected rate of salary increase |
December 31 |
|---|---|
| 2020 2019 0.500% 0.750% 3.000% 3.000% |
If possible reasonable changes in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation will increase (decrease) as follows:
| Discount rate 0.250% increase 0.250% decrease Expected rate of salary increase 0.250% increase 0.250% decrease |
December | 31 | |
|---|---|---|---|
| 2020 $ (12,759) $ 13,219 $ 12,680 $ (12,310) |
2019 $ (13,311) $ 13,802 $ 13,269 $ (12,869) |
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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 | |
|---|---|---|---|
| 2020 $ 23,807 10.3 years |
2019 $ 6,059 10.6 years |
21. EQUITY
-
a. Share capital
-
1) Ordinary shares
| Shares authorized (in thousands of shares) Shares authorized, par value of $10 (in thousands of NT$) Shares issued and fully paid (in thousands of shares) Shares issued (in thousands of NT$) |
December 31 | December 31 | |
|---|---|---|---|
| 2020 920,000 $ 9,200,000 915,089 $ 9,150,897 |
2019 920,000 $ 9,200,000 915,089 $ 9,150,897 |
- 2) Global depositary receipts
As of December 31, 2020, 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.
- 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 Recognized from treasury share transactions May be used to offset a deficit Changes in percentage of ownership interests in subsidiaries (2) |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 1 126,925 466 $ 127,392 |
2019 $ 1 109,251 466 $ 109,718 |
-
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.
-
202 -
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 23(h). compensation of employees 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.
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.
The appropriations of earnings 2019 and 2018 approved in the shareholders’ meetings on June 16, 2020 and June 13, 2019, respectively, were as follows:
Legal reserve Special reserve Cash dividends Cash dividends per share (NT$) |
Appropriation of Earnings | Appropriation of Earnings | Appropriation of Earnings |
|---|---|---|---|
| For the Year Ended December 31 | |||
| 2019 $ 341,610 $ 246,549 $ 2,424,987 $2.65 |
2018 $ 294,909 $ 70,519 $ 2,287,724 $2.50 |
The appropriations of earnings for 2020 had been proposed by the Company’s board of directors on March 22, 2021. The appropriations and dividends per share were as follows:
| Appropriation | Appropriation | |
|---|---|---|
| of | Earnings | |
| Legal reserve | $ | 319,167 |
| Special reserve | $ | 2,287,724 |
| Cash dividends | $2.50 |
The appropriations of earnings for 2020 are subject to the resolution of the shareholders in their meeting to be held on June 11, 2021.
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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 |
|---|---|---|---|
| 2020 $ 330,945 246,549 $ 577,494 |
2019 $ 260,426 70,519 $ 330,945 |
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.
e. Other equity items
- 1) Exchange differences on translation of the financial statements of foreign operations
Balance at January 1 Recognized for the year Exchange differences on translation of the financial statements of foreign operations Other comprehensive income recognized for the year Balance at December 31 2) Unrealized gain (loss) on financial assets at FVTOCI Balance at January 1 Recognized for the year Unrealized gain (loss) - equity instruments Other comprehensive income recognized for the year Balance at December 31 Treasury shares Purpose of Buy-back Number of shares at January 1, 2020 and December 31, 2020 Number of shares at January 1, 2019 and December 31, 2019 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ (693,038) 120,832 120,832 $ (572,206) For the Year Ended |
2019 $ (412,869) (280,169) (280,169) $ (693,038) December 31 |
||
| 2020 2019 $ 115,544 $ 81,924 101,170 33,620 101,170 33,620 $ 216,714 $ 115,544 Shares Held by Subsidiaries (In Thousands of Shares) 6,669 6,669 |
-
2) Unrealized gain (loss) on financial assets at FVTOCI
-
f. Treasury shares
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:
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| Name of Subsidiary Number of Shares Held (In Thousands of Shares) December 31, 2020 Chang Hui 6,669 December 31, 2019 Chang Hui 6,669 |
Carrying Amount Market Price $ 21,182 $ 408,839 $ 21,182 $ 464,195 |
|---|---|
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 shareholders’ rights.
22. REVENUE
| For | For | the Year | Ended December 31 | Ended December 31 | Ended December 31 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | ||||||||||
| Revenue from contracts with customers | |||||||||||
| Revenue from sale of goods | $ | 13,184,535 |
$ | 13,139,944 | |||||||
| a. Contract balances | |||||||||||
| December | 31, | December 31, | January 1, | ||||||||
| 2020 | 2019 | 2019 | |||||||||
| Notes receivable (Note 10) | $ | 5 |
$ | - |
$ | 567 |
|||||
| Trade receivables (Note 10) | $ | 1,980,474 |
$ | 2,148,846 |
$ | 1,984,166 | |||||
| Trade receivables from related | parties | ||||||||||
| (Note 10) | $ | 136,585 |
$ | 141,484 |
$ | 174,492 |
|||||
| Contract liabilities - current | |||||||||||
| Sale of goods | $ | 21,440 |
$ | 15,035 |
$ | 7,995 |
|||||
| b. Disaggregation of revenue | |||||||||||
| Reportable | Segments | ||||||||||
| Nutritious | Cooking | ||||||||||
| Foods | Products | Others | Total | ||||||||
| For the year ended | |||||||||||
| December 31, 2020 | |||||||||||
| Type of goods or services | |||||||||||
| Sale of goods | $ | 10,824,568 |
$ | 1,998,655 |
$ | 361,312 |
$ | 13,184,535 | |||
| For the year ended | |||||||||||
| December 31, 2019 | |||||||||||
| Type of goods or services | |||||||||||
| Sale of goods | $ | 10,869,880 |
$ | 1,926,228 |
$ | 343,836 |
$ | 13,139,944 |
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23. NET PROFIT
Net Profit
- a. Interest income
Interest income Bank deposits Financial assets at amortized cost Repurchase agreements collateralized by bonds Loans to related parties Others Other income Royalties Dividends Other gains and losses Fair value changes of financial assets and financial liabilities Net gain on financial assets mandatorily classified as at FVTPL Net foreign exchange gains (losses) Net loss on disposal of property, plant and equipment Government grants Others Finance costs Interest on bank loan Interest on lease liabilities |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 2019 $ 2,850 $ 8,512 13,886 13,871 361 384 4,812 - 65 56 $ 21,974 $ 22,823 For the Year Ended December 31 |
|||
| 2020 2019 $ 9,577 $ 9,146 1,721 2,787 $ 11,298 $ 11,933 For the Year Ended December 31 |
|||
| 2020 2019 $ 3,063 $ 4,098 37,129 (13,139) (951) (2,087) 98 - 11,059 14,596 $ 50,398 $ 3,468 For the Year Ended December 31 |
|||
| 2020 $ 140 944 $ 1,084 |
2019 $ - 1,339 $ 1,339 |
-
b. Other income
-
c. Other gains and losses
-
d. Finance costs
-
206 -
e. Impairment losses recognized (reversed)
Trade receivables Inventories (included in operating costs) f. Depreciation and amortization An analysis of depreciation by function Operating costs Operating expenses An analysis of amortization by function Operating costs Operating expenses g. Employee benefits expense Post-employment benefits Defined contribution plans Defined benefit plans (see Note 21) Other employee benefits Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses |
For the Year Ended | For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|---|
| 2020 $ (217) (2,765) $ (2,982) For the Year Ended |
2019 $ (95) (9,406) $ (9,501) December 31 |
|||
| 2020 $ 173,659 52,322 $ 225,981 $ 4,127 3,978 $ 8,105 For the Year Ended |
2019 $ 170,081 52,006 $ 222,087 $ 4,309 7,689 $ 11,998 December 31 |
|||
| 2020 $ 34,577 5,739 40,316 1,148,500 $ 1,188,816 $ 523,231 665,585 $ 1,188,816 |
2019 $ 32,606 6,072 38,678 1,069,158 $ 1,107,836 $ 494,361 613,475 $ 1,107,836 |
- h. Compensation of employees 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, 2020 and 2019, which were approved by the Company’s board of directors on March 22, 2021 and March 18, 2020, respectively, were as follows:
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Accrual rate
Compensation of employees Remuneration of directors Amount Compensation of employees Remuneration of directors |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2020 2019 1.25% 1.22% 0.55% 0.59% For the Year Ended December 31 |
||
| 2020 Cash $ 49,921 21,965 |
2019 | |
| Cash $ 52,013 25,073 |
If there is a change in the amounts after the annual financial statements are 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 financial statements for the years ended December 31, 2019 and 2018.
Information on the compensation of employees and remuneration of directors resolved by the Company’s board of directors in 2020 and 2019 is available at 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 gain (loss) |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 85,396 (48,267) $ 37,129 |
2019 $ 33,162 (46,301) $ (13,139) |
24. INCOME TAXES
- a. Income tax recognized in profit or loss
Major components of income tax expense are as follows:
Current tax In respect of the current year Income tax on unappropriated earnings Adjustments for prior years Deferred tax In respect of the current year Income tax expense recognized in profit or loss |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 588,864 18,783 (11,340) 596,307 112,259 $ 708,566 |
2019 $ 614,633 12,941 (2,299) 625,275 142,714 $ 767,989 |
A reconciliation of accounting profit and income tax expenses is as follows:
- 208 -
| Profit before tax from continuing operations Income tax expense calculated at the statutory rate (20%) Nondeductible expenses in determining taxable income Tax-exempt income Income tax on unappropriated earnings 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 | |
|---|---|---|---|
| 2020 $ 3,921,367 $ 784,273 18,089 (101,239) 18,783 (11,340) $ 708,566 |
2019 $ 4,184,086 $ 836,817 16,626 (96,096) 12,941 (2,299) $ 767,989 |
b. Income tax recognized in other comprehensive income
| Deferred tax In respect of the current year Translation of foreign operations Remeasurement of defined benefit plans Fair value changes of financial assets at FVTOCI 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 |
|---|---|---|---|
| 2020 $ 30,209 (4,115) 20 $ 26,114 |
2019 $ (70,043) (4,335) (3) $ (74,381) |
c. Current tax liabilities
| Current tax liabilities Income tax payable |
December | 31 | |
|---|---|---|---|
| 2020 $ 299,812 |
2019 $ 391,748 |
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, 2020
| Recognized | Recognized | in | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Other | |||||||||
| Recognized in | Comprehensive | ||||||||
| Opening Balance | Profit or Loss | Income | Closing Balance | ||||||
| Deferred tax assets | |||||||||
| Temporary differences | |||||||||
| Investments accounted for using the equity method | $ | 82,086 | $ | (32,205 ) | $ | - | $ | 49,881 | |
| Exchange differences on translation of the financial | |||||||||
| statements of foreign operations | 173,259 | - | (30,209 ) | 143,050 | |||||
| Defined benefit plans | 64,530 | 184 | 4,115 | 68,829 | |||||
| Deferred sales returns and allowances | 2,171 | 1,745 | - | 3,916 | |||||
| Allowance for inventory loss | 2,177 | (553 ) | - | 1,624 | |||||
| FVTOCI financial assets | 43,889 | - | (20 ) | 43,869 | |||||
| Others | 10,020 | 110 | - | 10,130 | |||||
| $ | 378,132 | $ | (30,719) | $ | (26,114) | $ | 321,299 | ||
| Deferred tax liabilities | |||||||||
| Temporary differences | |||||||||
| Investments accounted for using the equity method | $ | 232,185 | $ | 75,435 | $ | - | $ | 307,620 | |
| Reserve for land value increment tax | 33,685 | - | - | 33,685 | |||||
| Others | - | 6,105 | - | 6,105 | |||||
| $ | 265,870 | $ | 81,540 | $ | - | $ | 347,410 |
- 209 -
For the year ended December 31, 2019
| Recognized in | Recognized in | Recognized in | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Other | |||||||||
| Recognized in | Comprehensive | ||||||||
| Opening Balance | Profit or Loss | Income | Closing Balance | ||||||
| Deferred tax assets | |||||||||
| Temporary differences | |||||||||
| Investments accounted for using the equity method | $ | 91,100 | $ | (9,014 ) | $ | - | $ | 82,086 | |
| Exchange differences on translation of the financial | |||||||||
| statements of foreign operations | 103,216 | - | 70,043 | 173,259 | |||||
| Defined benefit plans | 60,478 | 1 | 4,051 | 64,530 | |||||
| Deferred sales returns and allowances | 2,176 | (5 ) | - | 2,171 | |||||
| Allowance for inventory loss | 4,058 | (1,881 ) | - | 2,177 | |||||
| FVTOCI financial assets | 43,886 | - | 3 | 43,889 | |||||
| Others | 10,110 | (90) | - | 10,020 | |||||
| $ | 315,024 | $ | (10,989) | $ | 74,097 |
$ | 378,132 | ||
| Deferred tax liabilities | |||||||||
| Temporary differences | |||||||||
| Investments accounted for using the equity method | $ | 100,460 | $ | 131,725 | $ | - | $ | 232,185 | |
| Reserve for land value increment tax | 33,685 | - | - | 33,685 | |||||
| Others | 284 | - | (284) | - | |||||
| $ | 134,429 | $ | 131,725 | $ | (284) |
$ | 265,870 |
- e. Income tax assessments
The income tax returns of the Company through 2018 have been assessed by the tax authorities.
25. 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 |
|---|---|---|---|
| 2020 $ 3.54 $ 3.53 |
2019 $ 3.76 $ 3.76 |
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 |
|---|---|---|---|
| 2020 $ 3,212,801 |
2019 $ 3,416,097 |
The weighted average number of ordinary shares outstanding (in thousands of shares) was as follows:
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 |
|---|---|---|---|
| 2020 908,420 1,070 909,490 |
2019 908,420 709 909,129 |
- 210 -
The Company may settle compensation paid to employees in cash or shares; therefore, the Company assumes that the entire amount of the compensation will be settled in shares and the resulting potential shares are 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.
26. CAPITAL MANAGEMENT
The Company’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 Company manages its capital to ensure that entities in the Company and subsidiaries will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance.
27. FINANCIAL INSTRUMENTS
-
a. Fair value of financial instruments measured at fair value on a recurring basis
-
1) Fair value hierarchy
| December 31, 2020 Financial assets at FVTPL Unlisted shares Mutual funds Note cash Financial assets at FVTOCI Investments in equity instruments Listed shares and emerging market shares Unlisted shares December 31, 2019 Financial assets at FVTPL Unlisted shares Mutual funds Financial assets at FVTOCI Investments in equity instruments Listed shares and emerging market shares Unlisted shares |
Level 1 $ - 1,089,781 - $ 1,089,781 $ 83,094 - $ 83,094 Level 1 $ - 556,393 $ 556,393 $ 87,465 - $ 87,465 |
Level 2 $ - - 29,032 $ 29,032 $ - - $ - Level 2 $ - - $ - $ - - $ - |
Level 3 $ 1,894 - - $ 1,894 $ - 14,918 $ 14,918 Level 3 $ 7,575 - $ 7,575 $ - 15,702 $ 15,702 |
Total $ 1,894 1,089,781 29,032 |
|---|---|---|---|---|
| $ 1,120,707 | ||||
| $ 83,094 14,918 |
||||
| $ 98,012 | ||||
| Total $ 7,575 556,393 |
||||
| $ 563,968 | ||||
| $ 87,465 15,702 |
||||
| $ 103,167 |
There were no transfers between Levels 1 and 2 in the current and prior year.
- 211 -
2) Reconciliation of Level 3 fair value measurements of financial instruments
For the year ended December 31, 2020
| Financial Assets Balance at January 1, 2020 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 Balance at December 31, 2020 Recognized in other gains and losses - unrealized 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) Balance at December 31, 2019 Recognized in other gains and losses - unrealized |
Financial Assets at FVTPL Equity Instruments $ 7,575 (1,343) - (4,338) $ 1,894 $ 1,062 Financial Assets at FVTPL Equity Instruments $ 7,315 260 - $ 7,575 $ 260 |
Financial Assets at FVTOCI Equity Instruments $ 15,702 - (784) - $ 14,918 Financial Assets at FVTOCI Equity Instruments $ 12,805 - 2,897 $ 15,702 |
Total $ 23,277 (1,343) (784) (4,338) $ 16,812 $ 1,062 Total $ 20,120 260 2,897 $ 23,277 $ 260 |
|---|---|---|---|
- 3) Valuation techniques and inputs applied for Level 2 fair value measurement
Financial Instrument Valuation Technique and Inputs
Note cash Discounted cash flow.
Future cash flows are discounted at a rate that reflects current borrowing interest rates of the bond issuers at the end of the year.
- 4) Valuation techniques and inputs applied for Level 3 fair value measurement
The fair values of unlisted equity securities - ROC was determined using the market approach and the asset approach (adjusted net asset method).
The market approach uses prices and other relevant information that have been generated by market transactions that involved underlying assets.
The asset approach is that assets and liabilities of an investee are measured at fair value with the
- 212 -
objective of obtaining the fair value of the investee’s underlying asset at the measurement date.
- 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 |
|---|---|
| 2020 2019 $ 1,120,707 $ 563,968 4,413,896 4,561,203 98,012 103,167 903,801 965,427 |
-
1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables, trade receivables from related parties, other receivables and other receivables from related parties and refundable deposits.
-
2) The balances include financial liabilities measured at amortized cost, which comprise notes payable, trade payables, trade payables from related parties, payables for purchases of equipment and guarantee deposits.
-
c. Financial risk management objectives and policies
The Company’s major financial instruments include cash and cash equivalents, equity and debt investments, mutual funds, trade receivables and trade payables. The Company’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 Company 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 Company’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 Company’s foreign currency risk arises from its foreign currency monetary assets and liabilities. The Company watches out for the fluctuation of market exchange rates, and takes appropriate actions to manage the exchange rate risk.
The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are set out in Note 31.
Sensitivity analysis
The Company was mainly exposed to the RMB, USD, EUR, AUD, CHF and SGD.
The following table details the Company’s sensitivity to a 3% increase or decrease in New Taiwan dollars (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
- 213 -
at the end of the reporting period and assumed the exchange rates at the end of the reporting period changed by 3% increase or decrease. The amount below indicates an increase (decrease) in pretax profit associated with the New Taiwan dollar weakening 3% against the relevant currency. For a 3% strengthening of New Taiwan dollars 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 2020 2019 $ 26,980 (i) $ 1,161 (i) EUR Impact For the Year Ended December 31 2020 2019 $ - (iii) $ 2,349 (iii) CHF Impact For the Year Ended December 31 2020 2019 $ 1,405 (v) $ 1,244 (v) |
USD Impact |
|---|---|---|
| For the Year Ended December 31 |
||
| 2020 2019 $ 5,874 (ii) $ 15,200 (ii) AUD Impact |
||
| For the Year Ended December 31 |
||
| 2020 2019 $ 775 (iv) $ 817 (iv) SGD Impact |
||
| For the Year Ended December 31 |
||
| 2020 2019 $ - (vi) $ (348) (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 and payables which were not hedged at the end of the reporting period.
-
iii. This was mainly attributable to the exposure of outstanding EUR bank deposits and payables which were not hedged at the end of the reporting period.
-
iv. This was mainly attributable to the exposure of outstanding AUD bank deposits which were not hedged at the end of the reporting period.
-
v. This was mainly attributable to the exposure of outstanding CHF bank deposits which were not hedged at the end of the reporting period.
-
vi. This was mainly attributable to the exposure of outstanding SGD payables which were not hedged at the end of the reporting period.
-
b) Interest rate risk
The carrying amounts of the Company’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 |
December 31 |
|---|---|
| 2020 2019 $ 434,758 $ 987,086 59,038 81,653 694,200 1,022,700 |
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Sensitivity analysis
The sensitivity analyses below were determined based on the Company’s exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating rate assets, the analysis was prepared assuming the amount of the asset 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/lower and all other variables were held constant, the Company’s pre-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by $6,942 thousand and $10,227 thousand, respectively.
- c) Other price risk
The Company was exposed to equity price risk due to its investments in listed equity securities and mutual funds. The Company 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 years ended December 31,2020 and 2019 would have increased/decreased by $11,207 thousand and $5,640 thousand, respectively, as a result of the changes in fair value of financial assets at FVTPL, and the pre-tax other comprehensive income for the years ended December 31, 2020 and 2019 would have increased/decreased by $980 thousand and $1,032 thousand, respectively, 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 Company. As at the end of the reporting period, the Company’s maximum exposure to credit risk which will cause a financial loss to the Company due to failure of counterparties to discharge an obligation and due to financial guarantees provided by the Company could arise from:
-
a) The carrying amount of the respective recognized financial assets as stated in the balance sheets; and
-
b) The amount of contingent liabilities in relation to financial guarantees issued by the Company.
In order to minimize credit risk, management of the Company 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 Company 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 Company’s concentration of credit risk of 79% and 79% in total trade receivables as of December 31, 2020 and 2019, was related to the Company’s four largest customers.
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 Company’s balance sheets:
- 215 -
| December 31, 2020 Carrying Amount Credit-impaired financial instruments according to impairment criteria in IFRS 9 Receivables $ 1,980,479 December 31, 2019 Carrying Amount Credit-impaired financial instruments according to impairment criteria in IFRS 9 Receivables $ 2,148,846 |
Maximum Exposure to Credit Risk Mitigated by |
|---|---|
| Collateral Other Credit Enhancements Total $ 19,298 $ 2,632 $ 21,930 Maximum Exposure to Credit Risk Mitigated by |
|
| Collateral Other Credit Enhancements Total $ 35,703 $ 391 $ 36,094 |
- 3) Liquidity risk
The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Company’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 Company relies on bank borrowings as a significant source of liquidity. As of December 31, 2020 and 2019, the Company had available unutilized bank loan facilities in the amounts of $2,032,062 thousand and $2,033,591 thousand, respectively.
Liquidity and interest rate risk tables for non-derivative financial liabilities
The following table details the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Company 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.
To the extent that interest flows are at floating rates, the undiscounted amount was derived from interest rate curve at the end of the reporting period.
December 31, 2020
| On Demand or Less than 1 Month 1-3 Months 3 Months to 1 Year Non-interest bearing $ 282,526 $ 579,957 $ 41,168 Lease liabilities 18,720 601 2,076 Contract liabilities 7,147 14,293 - $ 308,393 $ 594,851 $ 43,244 |
1-5 Years $ 150 38,272 - |
|---|---|
| $ 38,422 |
- 216 -
December 31, 2019
| On Demand or Less than 1 Month 1-3 Months 3 Months to 1 Year Non-interest bearing $ 304,351 $ 614,203 $ 46,723 Lease liabilities 19,334 870 6,086 Contract liabilities 5,012 10,023 - $ 328,697 $ 625,096 $ 52,809 |
1-5 Years $ 150 56,904 - $ 57,054 |
|---|---|
The amount included above for variable interest rate instruments for both non-derivative financial assets and 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.
28. TRANSACTIONS WITH RELATED PARTIES
The transactions between the Company and its related parties, other than those disclosed in other notes, are summarized as follows:
- a. Related parties and relationships
| Name of Related Party Standard Dairy Products Standard Beverage Accession Limited Dermalab S.A. (“Dermalab”) Standard Foods (China) Co., Ltd. (“Chain Standard Foods”) Standard Foods (Xiamen) Co., Ltd. (“Xiamen Standard Foods”) GeneFerm Biotechnology Co., Ltd. (“GeneFerm”) |
Relationship with the Company |
|---|---|
| Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary The Company is one of the directors |
- b. Sales of goods
| Line Items Related Party Category/Name Sales Subsidiaries Standard Dairy Products GeneFerm Others |
For the Year Ended December 31 | For the Year Ended December 31 | |
|---|---|---|---|
| 2020 $ 1,442,012 26,058 - $ 1,468,070 |
2019 $ 1,470,332 - 922 $ 1,471,254 |
Sales to related parties were conducted on normal commercial terms.
- c. Purchases of goods
| Related Party Category/Name Subsidiaries Standard Dairy Products Others 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 |
|---|---|---|---|
| 2020 $ 900,852 1,015 72,095 $ 973,692 |
2019 $ 917,346 1,756 48,186 $ 967,288 |
Purchases from related parties were conducted on normal commercial terms.
- 217 -
d. Receivables from related parties
| Line Items Related Party Category/Name Trade receivables Subsidiaries Standard Dairy Products The Company is one of the directors GeneFerm Other receivables Subsidiaries Standard Dairy Products Standard Beverage Dermalab China Standard Foods Xiamen Standard Foods |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 127,574 9,011 $ 136,585 $ 2,761 20,117 46,842 351,346 526,479 $ 947,545 |
2019 $ 141,484 - $ 141,484 $ 3,127 115 - - - $ 3,242 |
The outstanding receivables from related parties are unsecured. For the years ended December 31, 2020 and 2019, no impairment loss was recognized on receivables from related parties.
- e. Payables to related parties
| Line Items Related Party Category/Name Trade payables The Company is one of the directors GeneFerm |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 20,526 |
2019 $ 26,141 |
The outstanding payables from related parties are unsecured.
- f. Loans to related parties
| Related Party Category/Name Standard Beverage Dermalab China Standard Foods Xiamen Standard Foods Interest expenses Related Party Category/Name Standard Beverage China Standard Foods Xiamen Standard Foods |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 20,000 46,842 349,184 523,776 $ 939,802 For the Year Ended |
2019 $ - - - - $ - December 31 |
||
| 2020 $ 15 2,128 2,669 $ 4,812 |
2019 $ - - - $ - |
- 218 -
g. Endorsements and guarantees
Endorsements and guarantees provided by the Company
| Related Party Category/Name Subsidiaries Standard Beverage Amount endorsed Amount utilized Subsidiaries Accession Limited Amount endorsed Amount utilized |
December 31 |
|---|---|
| 2020 2019 $ 202,400 $ 149,900 - 20,000 - 29,980 - - |
- h. Other transactions with related parties
Line Items Related Party Category/Name Royalty revenue Subsidiaries Standard Dairy Products Service revenue Subsidiaries Standard Beverage |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 9,577 $ 1,320 |
2019 $ 9,146 $ 1,320 |
- i. Remuneration of key management personnel
Short-term employee benefits Post-employment benefits |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 40,383 326 $ 40,709 |
2019 $ 45,293 522 $ 45,815 |
The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.
29. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant commitments and contingencies of the Company as of December 31, 2020 were as follows:
-
a. The Company has entered into a license agreement with The Quaker Oats Company (“Quaker”) for a period ending July 11, 2034. 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$1,032 thousand.
-
c. Unrecognized commitments for acquisition of property, plant and equipment of approximately $123,536 thousand.
-
d. Unrecognized commitments for acquiring approximately 30,666 tons of colostrum from dairymen.
-
219 -
30. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The significant assets and liabilities denominated in foreign currencies other than functional currency of the Company and the exchange rates between foreign currencies and functional currency were as follows:
December 31, 2020
| Foreign Currency Exchange Rate Financial assets Monetary items USD $ 7,013 28.48 (USD:NTD) RMB 205,470 4.38 (RMB:NTD) AUD 1,576 21.95 (AUD:NTD) CHF 1,450 32.31 (CHF:NTD) Foreign Currency Exchange Rate Non-monetary items Investments accounted for using the equity method USD $ 300 28.48 (USD:NTD) RMB 2,153,318 4.38 (RMB:NTD) Financial liabilities Monetary items USD 138 28.48 (USD:NTD) AUD 399 21.95 (AUD:NTD) December 31, 2019 Foreign Currency Exchange Rate Financial assets Monetary items USD $ 16,901 29.98 (USD:NTD) RMB 8,987 4.31 (RMB:NTD) EUR 2,331 33.59 (EUR:NTD) AUD 2,058 21.01 (AUD:NTD) CHF 1,341 30.93 (CHF:NTD) |
Carrying Amount $ 199,736 899,341 34,585 46,842 $ 1,180,504 Carrying Amount $ 8,544 9,399,372 $ 9,407,916 $ 3,936 8,756 $ 12,692 (Concluded) Carrying Amount $ 506,678 38,690 78,303 43,235 41,472 $ 708,378 |
|---|---|
Non-monetary items Investments accounted for using the equity method
- 220 -
4.31 (RMB:NTD) $ 8,710,333
2,027,023
RMB
Financial liabilities
Monetary items AUD 762 21.01 (AUD:NTD) $ 16,002 SGD 520 22.28 (SGD:NTD) 11,586 $ 27,588
The significant realized and unrealized foreign exchange gains (losses) were as follows:
| Foreign Currency USD RMB EUR AUD CHF SGD Others |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2020 Exchange Rate Net Foreign Exchange Gains (Losses) 29.55 (USD:NTD) $ 962 4.28 (RMB:NTD) 32,372 33.71 (EUR:NTD) 2,040 20.40 (AUD:NTD) (215) 31.47 (CHF:NTD) 1,675 21.43 (SGD:NTD) 143 152 $ 37,129 |
2019 | |
| Exchange Rate Net Foreign Exchange Gains (Losses) 30.91 (USD:NTD) $ (13,549) 4.48 (RMB:NTD) 16 34.61 (EUR:NTD) 344 21.50 (AUD:NTD) 861 31.10 (CHF:NTD) (961) 22.66 (SGD:NTD) 11 139 $ (13,139) |
31. SEPARATELY DISCLOSED ITEMS
-
a. Information about significant transactions and investees:
-
1) Financings provided: (Table 1)
-
2) Endorsement/guarantee provided: (Table 2)
-
3) Marketable securities held (excluding investments in subsidiaries): (Table 3)
-
4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None.
-
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.
-
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None.
-
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: (Table 4).
-
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: (Table 5).
-
9) Information on investees (excluding investees of mainland China): (Table 6)
-
221 -
-
b. 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: (Table 7)
-
2) Significant direct or indirect transactions with the investee, its prices and terms of payment, unrealized gain or loss: None.
-
c. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 8)
-
222 -
TABLE 1
STANDARD FOODS CORPORATION
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2020 (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 |
C | ollateral | Financing Limit for Each Borrower |
Aggregate Financing Limits |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 0 | Standard Foods Corporation |
Dermalab S.A. Standard Foods (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Beverage Company Limited |
Financing receivables - related parties Financing receivables - related parties Financing receivables - related parties Financing receivables - related parties |
Y Y Y Y |
$ 48,893 350,368 525,552 50,000 |
$ 48,458 349,184 523,776 50,000 |
$ 46,842 349,184 523,776 20,000 |
1.000% 1.000% 1.000% 0.950% |
b. b. b. b. |
$ - - - - |
Need for operation Need for operation Need for operation Need for operation |
$ - - - - |
- - - - |
$ - - - - |
$ 6,717,380 (Note 3) 3,358,690 (Note 4) 3,358,690 (Note 4) 6,717,380 (Note 3) |
$ 6,717,380 (Note 3) 6,717,380 (Note 5) 6,717,380 (Note 5) 6,717,380 (Note 3) |
Note 12 Note 12 Note 12 Note 12 |
| 1 | Standard Investment (China) Co., Ltd. |
Shanghai Dermalab Corporation Le Bonta Wellness Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (China) Co., Ltd. |
Financing receivables - related parties Financing receivables - related parties Financing receivables - related parties Financing receivables - related parties |
Y Y Y Y |
175,184 175,184 701,312 438,320 |
174,592 174,592 523,776 436,480 |
43,827 21,553 189,904 408,065 |
2.500% 2.500% 2.500% 2.500% |
b. b. b. b. |
- - - - |
Need for operation Need for operation Need for operation Need for operation |
- - - - |
- - - - |
- - - - |
1,909,350 (Note 6) 1,909,350 (Note 6) 1,909,350 (Note 6) 1,909,350 (Note 6) |
1,909,350 (Note 6) 1,909,350 (Note 6) 1,909,350 (Note 6) 1,909,350 (Note 6) |
Note 12 Note 12 Note 12 Note 12 |
| 2 | Shanghai Standard Foods Co., Ltd. |
Standard Investment (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. |
Financing receivables - related parties Financing receivables - related parties |
Y Y |
635,564 460,236 |
611,072 458,304 |
79,413 458,304 |
2.500% 1.000% |
b. b. |
- - |
Need for operation Need for operation |
- - |
- - |
- - |
1,246,764 (Note 7) 1,246,764 (Note 7) |
1,246,764 (Note 7) 1,246,764 (Note 7) |
Note 12 Note 12 |
| 3 | Le Bonta Wellness Co., Ltd. |
Standard Investment (China) Co., Ltd. |
Financing receivables - related parties |
Y | 21,916 | - |
- |
2.500% |
b. |
- | Need for operation | - |
- |
- | 74,696 (Note 8) |
74,696 (Note 8) |
Note 12 |
| 4 | Shanghai Le Ben De Health Technology Co., Ltd. |
Standard Investment (China) Co., Ltd. |
Financing receivables - related parties |
Y | 10,949 | 10,912 |
10,912 |
1.000% |
b. |
- | Need for operation | - |
- |
- | 11,618 (Note 9) |
11,618 (Note 9) |
Note 12 |
| 5 | Shanghai Le Ho Industrial Co., Ltd. |
Standard Investment (China) Co., Ltd. |
Financing receivables - related parties |
Y | 175,328 | 8,730 |
5,063 |
2.500% |
b. |
- | Need for operation | - |
- |
- | 195,848 (Note 10) |
195,848 (Note 10) |
Note 12 |
| 6 | Shanghai Le Min Industrial Co., Ltd. |
Standard Investment (China) Co., Ltd. |
Financing receivables - related parties |
Y | 87,664 | 8,730 |
4,775 |
2.500% |
b. |
- | Need for operation | - |
- |
- | 122,266 (Note 11) |
122,266 (Note 11) |
Note 12 |
-
223 -
-
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 $6,717,380 thousand (the net value per financial statements of $16,793,451 thousand x 40% as of September 30, 2020).
-
Note 4: The total amount shall not exceed 20% of net value of Standard Foods Corporation, which was calculated to be $3,358,690 thousand (the net value per financial statements of $16,793,451 thousand x 20% as of September 30, 2020).
-
Note 5: The total amount shall not exceed 40% of net value of Standard Foods Corporation, which was calculated to be $6,717,380 thousand (the net value per financial statements of $16,793,451 thousand x 40% as of September 30, 2020).
-
Note 6: The total amount shall not exceed 40% of net value of Standard Investment (China) Co., Ltd., which was calculated to be $1,909,350 thousand (the net value per financial statements of $4,773,375 thousand x 40% as of September 30, 2020).
-
Note 7: The total amount shall not exceed 40% of net value of Shanghai Standard Foods Co., Ltd., which was calculated to be $1,246,764 thousand (the net value per financial statements of $3,116,909 thousand x 40% as of September 30, 2020).
-
Note 8: The total amount shall not exceed 40% of net value of Le Bonta Wellness Co., Ltd., which was calculated to be $74,696 thousand (the net value per financial statements of $186,739 thousand x 40% as of September 30, 2020). Note 9: The total amount shall not exceed 40% of net value of Shanghai Le Ben De Health Technology Co., Ltd., which was calculated to be $11,618 thousand (the net value per financial statements of $29,045 thousand x 40% as of September 30, 2020).(Continued)
-
Note 10: The total amount shall not exceed 40% of net value of Shanghai Le Ho Industrial Co., Ltd., which was calculated to be $195,848 thousand (the net value per financial statements of $489,619 thousand x 40% as of September 30, 2020).
-
Note 11: The total amount shall not exceed 40% of net value of Shanghai Le Min Industrial Co., Ltd., which was calculated to be $122,266 thousand (the net value per financial statements of $305,665 thousand x 40% as of September 30, 2020).
-
Note 12: The amounts presented above were eliminated upon consolidation.(Concluded)
-
224 -
TABLE 2
STANDARD FOODS CORPORATION
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020 (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 |
Standard Beverage Company Limited |
b. | $ 13,434,761 (Note 3) |
$ 208,150 |
$ 202,400 | $ - | $ - | 1.21% |
$ 16,793,451 (Note 4) |
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.
-
g. Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.
-
Note 3: The total amount shall not exceed 80% of the net value in the financial statements of Standard Foods Corporation; the amount was calculated at $13,434,761 thousand (the net value per financial statements of $16,793,451 thousand x 80% as of September 30, 2020).
-
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 $16,793,451 thousand (the net value per financial statements of $16,793,451 thousand x 100% as of September 30, 2020).
-
Note 5: Guarantee provided by the listed parent company, guarantee provided by the subsidiary or guarantee provided to subsidiaries in mainland China, coded “Y”.
-
225 -
TABLE 3
STANDARD FOODS CORPORATION
MARKETABLE SECURITIES HELD DECEMBER 31, 2020
(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, 2020 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares | Carrying Amount | Percentage of Ownership |
Fair Value | |||||
| 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 Mega Diamond Money Market Fund Jih Sun Money Market Fund Taishin 1699 Money Market Fund CTBC Hua Win Money Market Fund FSITC Taiwan Money Market Fund Note cash CODEIS Smart Cash Note Shares Techgains Pan-Pacific Corporation Authenex, Inc. Paradigm Venture Capital Corporation U-Teck Environment Corporation, Ltd. Octamer, Inc. - Series E Preference Shares |
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 - 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 |
1,416,950 48,600 2,145,110 1,243,213 12,512,356 4,019,723 21,258,392 9,276,464 30,989,574 10,000 500,000 2,424,242 180,376 11,200 800,000 |
$ 15,374 5,297 62,423 14,918 158,280 60,095 290,090 103,038 478,278 29,032 - - 1,894 - - |
- - 7.7 0.3 - - - - - - 0.9 5.5 7.0 0.2 7.8 |
$ 15,374 5,297 62,423 14,918 158,280 60,095 290,090 103,038 478,278 29,032 - - 1,894 - - |
(Continued)
- 226 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December | 31, 2020 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares | Carrying Amount | Percentage of Ownership |
Fair Value | |||||
| Standard Dairy Products Taiwan Limited Charng Hui Ltd. |
Octamer, Inc. - Series F Preference Shares Fortemedia, Inc. - Series D Preference Shares Fortemedia, Inc. - Series E Preference Shares Fortemedia, Inc. - Series F Preference Shares Fortemedia, Inc. - Series G Preference Shares Fortemedia, Inc. - Series I Preference Shares Fortemedia, Inc. - Series - Ordinary Shares Mutual funds Mega Diamond Money Market Fund Jih Sun Money Market Fund Taishin 1699 Money Market Fund FSITC Diamond Money Market 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. Taishin 1699 Money Market Fund |
Parent of Charng Hui Ltd. 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 - 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 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 - current |
107,815 3,455 71,397 29,173 31,135 29,102 12,938 3,963,725 5,866,056 5,091,164 1,594,265 6,669,471 91,440 803,258 1,596,000 90,000 1,000,000 1,453,360 73,310 |
$ - - - - - - - 50,141 87,698 69,473 24,605 408,839 8,815 19,881 152,418 47,700 12,280 19,034 1,000 |
1.0 1.2 1.2 1.2 1.3 1.3 1.2 - - - - 0.7 - - 2.0 - - - - |
$ - - - - - - - 50,141 87,698 69,473 24,605 408,839 8,815 19,881 152,418 47,700 12,280 19,034 1,000 |
Note |
(Continued)
- 227 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December | 31, 2020 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares | Carrying Amount | Percentage of Ownership |
Fair Value | |||||
| Standard Beverage Company Limited Domex Technology Corporation Accession Limited |
Shares Global Strategic Investment Co., Ltd. Hong Da Leasing & Finance Co., Ltd. CNEX Co., Ltd. Amphastar Pharmaceuticals Inc. (AMPH) Mutual funds Fuh Hwa Greater China Mid & Small Cap Franklin Templeton SinoAm Global Bd Acc Shares InnoComm Mobile Technology Corp. Shares AsiaVest Liquidation Co. Mutual funds Term Liquidity Fund |
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 - 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 Financial assets at fair value through profit or loss - current |
850,500 8,297,000 1,000,000 7,742 225,000 282,988 3,600,000 200 33,453 |
$ 4,338 - - 4,434 3,625 3,706 188,784 1,053 99,961 |
1.9 23.7 6.0 - - - 13.4 0.7 - |
$ 4,338 - - 4,434 3,625 3,706 188,784 1,053 99,961 |
Note: The amounts presented above were eliminated upon consolidation.
(Concluded)
- 228 -
TABLE 4
STANDARD FOODS CORPORATION
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, 2020
(In Thousands of New Taiwan Dollars)
| Company Name | Related Party | Relationships | Transaction | Transaction | Details | Ab T |
normal ransaction |
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 |
$ (1,442,012) 900,852 1,442,012 (900,852) (2,014,629) 447,874 2,014,629 (447,874) (6,492,434) 6,492,434 558,960 (558,960) (4,753,380) 4,753,380 |
10.94 12.35 57.34 25.52 72.98 18.11 15.18 2.91 99.64 48.90 9.00 8.99 76.42 35.80 |
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 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 60 days after month-end closing |
- - - - - - - - - - - - - |
- - - - - - - - - - - - - |
$ 127,574 - (127,574) - 551,912 (56,376) (551,912) 56,376 1,683,690 (1,683,690) (183,694) 183,694 1,288,201 (1,288,201) |
6.02 - 37.40 - 98.91 56.17 15.57 1.96 99.95 47.50 36.46 12.48 87.52 36.34 |
Note Note Note Note Note Note Note Note Note Note Note Note Note Note |
Note: The amounts presented above were eliminated upon consolidation.
- 229 -
TABLE 5
STANDARD FOODS CORPORATION
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars)
| Company Name | Related Party | Relationships | 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 Dairy Products Taiwan Limited Standard Foods (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. |
The Company’s subsidiary The Company’s subsidiary The Company’s subsidiary Brother company of Shanghai Standard Foods Co., Ltd. Brother company of Shanghai Standard Foods Co., Ltd. |
Trade receivables $127,574 Other receivable 2,761 $130,335 Financing receivables $349,184 Other receivables 2,162 $351,346 Financing receivables $523,776 Other receivables 2,703 $526,479 Trade receivables $551,912 Financing receivables $79,413 Other receivables 17,123 $648,448 Trade receivables $ - Financing receivables 458,304 Other receivables 11,750 $470,054 |
10.72 3.86 1.61 |
$ - - |
$ 127,574 (Note 1) 2,761 (Note 1) $ 130,335 (Note 1) $ - (Note 1) - (Note 1) $ - (Note 1) $ - (Note 1) - (Note 1) $ - (Note 1) $ 551,912 (Note 1) - (Note 1) 17,123 (Note 1) $ 569,035 (Note 1) $ - (Note 1) - (Note 1) 11,649 (Note 1) $ 11,649 (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) |
|||
| $ - | $ - | ||||||||||
| $ - - |
$ - - |
||||||||||
| $ - | $ - | ||||||||||
| $ - - |
$ - - |
||||||||||
| $ - | $ - | ||||||||||
| $ - - - |
$ - - - |
||||||||||
| $ - | $ - | ||||||||||
| $ - - - |
$ - - - |
||||||||||
| $ - | $ - | ||||||||||
- 230 -
| Standard Foods (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. |
Standard Investment (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Shanghai Standard Foods Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (China) Co., Ltd. |
Parent company of Standard Foods (China) Co., Ltd. Standard Investment (China) Co., Ltd.’s subsidiary Standard Investment (China) Co., Ltd.’s subsidiary Brother company of Standard Investment (China) Co., Ltd. Parent company of Standard Foods (Xiamen) 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 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 Other receivables |
$1,683,690 22,323 $1,706,013 $5 $1408,065 14,381 $422,451 $3 $189,904 9,894 $199,801 $56,376 47,592 $103,968 $1,288,201 6,363 $1,294,564 $83,694 2,303 $185,997 |
3.88 10.18 23.68 4.10 3.98 2.75 |
$ - - |
$ 1,683,690 (Note 1) 22,323 (Note 1) $ 1,706,013 (Note 1) $ 5 (Note 1) - (Note 1) 14,381 (Note 1) $ 14,386 (Note 1) $ 3 (Note 1) - (Note 1) 9,894 (Note 1) $ 9,897 (Note 1) $ 56,369 (Note 1) 47,592 (Note 1) $ 103,961 (Note 1) $ 1,288,201 (Note 1) 6,363 (Note 1) $ 1,294,564 (Note 1) $ 183,694 (Note 1) - (Note 1) $ 183,694 (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: The amounts presented above were eliminated upon consolidation.
Note 1: Amounts received before March 22, 2021.
- 231 -
TABLE 6
STANDARD FOODS CORPORATION
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020 (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, 2020 | As of December 31, 2020 | As of December 31, 2020 | Net Income (Loss) of the Investee |
Share of Profits (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
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 Standard Foods, LLC. 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 Taipei, Taiwan U.S.A. 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 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 9,056 335,215 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 5 Note 5 2,600 3,000 150,050,815 |
100 100 100 100 52 100 100 100 100 100 100 |
$ 3,623,593 5,685,589 1,006,590 354,881 305,990 83,597 8,958 8,544 188,116 - 5,685,017 |
$ 189,679 377,175 405,319 20,415 80,935 3,356 177 - 10,103 - 377,452 |
$ 180,564 (Note 1) 377,175 404,208 (Note 2) 2,741 (Note 3) 42,095 3,380 (Note 4) 177 - - - - |
Subsidiary (Note 6) Subsidiary (Note 6) Subsidiary (Note 6) Subsidiary (Note 6) Subsidiary (Note 6) Subsidiary (Note 6) Subsidiary (Note 6) Subsidiary (Note 6) Indirect subsidiary (Note 6) Indirect subsidiary (Note 6) Indirect subsidiary (Note 6) |
Note 1: This amount was the share of profit of the investee of $189,679 thousand minus the unrealized gain on sidestream transactions of $9,115 thousand.
Note 2: This amount was the share of profit of the investee of $405,319 thousand minus the unrealized gain on sidestream transactions of $1,111 thousand.
Note 3: This amount was the share of profit of the investee of $20,415 thousand minus the Standard Foods Corporation cash dividends paid of $17,674 thousand.
Note 4: This amount was the share of profit of the investee of $3,356 thousand plus the unrealized gain on upstream transactions of $24 thousand.
Note 5: This is a limited company with no issued shares.
Note 6: The amounts presented above were eliminated upon consolidation.
- 232 -
TABLE 7
STANDARD FOODS CORPORATION
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020 (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, 2020 |
Remittanc | e of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) (Note 2) |
Carrying Amount as of December 31, 2020 |
Accumulated Repatriation of Investment Income as of December 31, 2020 |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | ||||||||||||
| Shanghai Standard Foods Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (China) Co., Ltd. Shanghai Dermalab Corporation Le Bonta Wellness 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 93,989 380,418 31,220 1,307,582 607,717 378,009 |
b. (Note 3) b. (Note 5) c. (Note 6) c. (Note 6) a. 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) |
$ 197,080 418,759 143,748 (17, 342 ) (38, 271 ) 719 112,671 (22, 828 ) (14, 000 ) |
100.0 99.0 99.0 99.0 99.5 100.0 99.0 100.0 100.0 |
$ 194,031 (Note 9) 414, 571 (Note 9) 134,895 (Note 9) (17, 169 ) (Note 9) (38, 084 ) (Note 9) 719 (Note 9) 103,630 (Note 9) (22, 828 ) (Note 9) (14, 000 ) (Note 9) |
$ 3,236,959 4,882,005 2,000,127 8,311 175,748 29,830 1,455,322 494,056 308,367 |
$ - - - - - - - - - |
Note 11 Note 11 Note 11 Note 11 Note 11 Note 11 Note 11 Note 11 Note 11 |
- 233 -
| Accumulated Outward Remittance for Investment in Mainland China as of |
Investment Amounts Authorized by |
Upper Limit on the Amount of Investment |
|---|---|---|
| December 31, 2020 | Investment Commission, MOEA | Stipulated by Investment 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.
-
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, 2019; 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 amounts presented above were eliminated upon consolidation.
(Concluded)
- 234 -
TABLE 9
STANDARD FOODS CORPORATION
INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2020
| Name of Major Shareholder | Shares | Shares |
|---|---|---|
| Number of Shares |
Percentage of Ownership (%) |
|
| Mu Te Investment Co., Ltd. Trust Property Account Chia Yun Investment Co., Ltd. Trust Property Account Chia Chieh Investment Co., Ltd. Trust Property Account |
157,008,400 133,125,408 108,503,160 |
17.15 14.54 11.85 |
-
Note 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preference shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
-
Note 2: If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual truster who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, please refer to Market Observation Post System.
-
235 -
STANDARD FOODS CORPORATION
THE CONTENTS OF SCHEDULES OF MAJOR ACCOUNTING ITEMS
| Item Major Accounting Items in Assets, Liabilities and Equity Schedule of cash and cash equivalents Schedule of financial assets at fair value through profit or loss - current Schedule of financial assets at fair value through other comprehensive income - current Schedule of financial assets at amortized cost - current Schedule of trade receivables Schedule of inventories Schedule of financial assets at fair value through profit or loss - non-current Schedule of financial assets at fair value through other comprehensive income - non- current Schedule of changes in investments accounted for using the equity method Schedule of changes in right-of-use assets Schedule of trade payables Schedule of lease liabilities Major Accounting Items in Profit or Loss Schedule of operating revenue Schedule of operating costs Schedule of operating expenses Schedule of labor, depreciation and amortization by function |
Schedule Index |
|---|---|
| 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 |
- 236 -
SCHEDULE 1
STANDARD FOODS CORPORATION
SCHEDULE OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Item Description Interest Rate Cash on hand Cash in banks Checking account deposits Demand deposits 0.010%-0.050% Foreign currency demand deposits Including US$2,658 thousand @28.48, EUR85 thousand @35.02, AUD1,576 thousand @21.95, RMB3 thousand @4.38 0.010%-0.050% Cash equivalents Foreign time deposits Including US$600 thousand @28.48 and RMB4,320 thousand @4.38 0.520%-2.500% |
Amount $ 1,432 |
|---|---|
54,353 683 113,282 |
|
168,318 |
|
35,997 |
|
$ 205,747 |
- 237 -
SCHEDULE 2
STANDARD FOODS CORPORATION
SCHEDULE OF FINANCIAL ASSETS AT FAIR VALUE THOUGH PROFIT OR LOSS DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Name of Financial Assets Mutual fund Mega Diamond Money Market Fund Jih Sun Money Market Fund Taishin 1699 Money Market Fund CTBC Hua Win Money Market Fund FSITC Taiwan Money Market Fund Note cash CODEIS Smart Cash Note |
Shares/Units Par Value (NT$) 12,512,355.84 12.65 4,019,723.44 14.95 21,258,392.13 13.65 9,276,463.90 11.11 30,989,574.20 15.43 78,056,509.51 10,000.00 101.94 78,066,509.51 |
Total Amount $ 158,280 60,095 290,090 103,038 478,278 1,089,781 29,032 $ 1,118,813 |
Acquisition Cost $ 157,851 60,000 290,000 103,000 478,055 |
Fair | Value Total Amount $ 158,280 60,095 290,090 103,038 478,278 1,089,781 29,032 $ 1,118,813 |
Changes in Fair Value Attributed to Credit Risk Note $ 429 95 90 38 223 875 (1,798) $ (923) |
|---|---|---|---|---|---|---|
| Unit Price 12.65 14.95 13.65 11.11 15.43 101.94 |
||||||
1,088,906 |
||||||
30,830 |
||||||
| $ 1,119,736 |
- 238 -
SCHEDULE 3
STANDARD FOODS CORPORATION
SCHEDULE OF FINANCIAL ASSETS AT FAIR VALUE THROUGH COMPREHENSIVE INCOME - CURRENT DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Accumulated Name of Financial Assets Shares Par Value (NT$) Total Amount Acquisition Cost Impairment Listed shares Chunghwa Telecom Co., Ltd. 48,600 10.00 $ 486 $ 4,063 $ - Far Eastern International Commercial Bank Co., Ltd. 1,416,950 10.00 14,170 17,114 - $ 14,656 $ 21,177 $ - |
Accumulated Name of Financial Assets Shares Par Value (NT$) Total Amount Acquisition Cost Impairment Listed shares Chunghwa Telecom Co., Ltd. 48,600 10.00 $ 486 $ 4,063 $ - Far Eastern International Commercial Bank Co., Ltd. 1,416,950 10.00 14,170 17,114 - $ 14,656 $ 21,177 $ - |
Fair Value | Fair Value |
|---|---|---|---|
| Unit Price Total Amount 109.00 $ 5,297 10.85 15,374 $ 20,671 |
|||
| $ - | $ 20,671 |
- 239 -
SCHEDULE 4
STANDARD FOODS CORPORATION
SCHEDULE OF FINANCIAL ASSETS AT AMORTIZED COST - CURRENT DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars)
| Name Description Number Par Value Currency Total Amount Annual Interest Rate k time deposit Expiry in January 2021, maturity interest 5 4,900 NTD $ 24,500 0.80% k time deposit Expiry in February 2021, maturity interest 7 4,900 NTD 34,300 0.80% k time deposit Expiry in March 2021, maturity interest 8 4,900 NTD 39,200 1.05% k time deposit Expiry in August 2021, maturity interest 9 4,900 NTD 44,100 0.80% k time deposit Expiry in October 2021, maturity interest 3 2,900 NTD 8,700 0.80% k time deposit Expiry in November 2021, maturity interest 9 4,900 NTD 44,100 0.80% k time deposit Expiry in December 2021, maturity interest 6 4,900 NTD 29,400 0.80% Saving Bank time deposit Expiry in January 2021, maturity interest 3 49,900 NTD 149,700 0.56% Saving Bank time deposit Expiry in March 2021, maturity interest 1 49,900 NTD 49,900 0.54% Saving Bank time deposit Expiry in March 2021, maturity interest 4 49,900 NTD 199,600 0.56% Saving Bank time deposit Expiry in April 2021, maturity interest 4 49,900 NTD 199,600 0.54% Saving Bank time deposit Expiry in April 2021, maturity interest 1 40,000 NTD 40,000 0.40% Saving Bank time deposit Expiry in April 2021, maturity interest 1 20,000 NTD 20,000 0.40% Saving Bank time deposit Expiry in August 2021, maturity interest 1 40,000 NTD 40,000 0.65% Saving Bank time deposit Expiry in June 2021, maturity interest 2 49,900 NTD 99,800 0.56% k foreign currency time deposit Expiry in March 2021, maturity interest 1 900 USD 25,632 1.35% reign currency time deposit Expiry in February 2021, maturity interest 1 1,560 USD 44,429 2.08% $ 1,092,961 |
Carrying Amount Remark $ 24,500 Floating 34,300 Floating 39,200 Fixed 44,100 Floating 8,700 Floating 44,100 Floating 29,400 Floating 149,700 Floating 49,900 Fixed 199,600 Floating 199,600 Fixed 40,000 Floating 20,000 Floating 40,000 Fixed 99,800 Floating 25,632 Fixed (@28.48) 44,429 Fixed (@28.48) $ 1,092,961 |
|---|---|
Far Eastern International Bank time deposit Far Eastern International Bank time deposit Far Eastern International Bank time deposit Far Eastern International Bank time deposit Far Eastern International Bank time deposit Far Eastern International Bank time deposit Far Eastern International Bank time deposit The Shanghai Commercial & Saving Bank time deposit The Shanghai Commercial & Saving Bank time deposit The Shanghai Commercial & Saving Bank time deposit The Shanghai Commercial & Saving Bank time deposit The Shanghai Commercial & Saving Bank time deposit The Shanghai Commercial & Saving Bank time deposit The Shanghai Commercial & Saving Bank time deposit The Shanghai Commercial & Saving Bank time deposit Far Eastern International Bank foreign currency time deposit Taishin International Bank foreign currency time deposit
- 240 -
SCHEDULE 5
STANDARD FOODS CORPORATION
SCHEDULE OF TRADE RECEIVABLES DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)
| Client Name Unrelated parties Company A Company B Company C Company D Others (Note) Less: Allowance for impairment loss Related party Standard Dairy Products Taiwan Limited GeneFerm Biotechnology Co., Ltd. |
Amount $ 664,372 300,393 106,987 494,092 415,746 1,981,590 (1,116) $ 1,980,474 $ 127,574 9,011 $ 136,585 |
|---|---|
Note: The amount of individual vendor included in others does not exceed 5% of the account balance.
- 241 -
SCHEDULE 6
STANDARD FOODS CORPORATION
SCHEDULE OF INVENTORIES DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)
| Item Merchandise Finished goods Work in progress Raw materials Packaging materials |
Amount | |
|---|---|---|
| Cost Net Realizable Value $ 481,002 $ 675,760 724,984 1,345,478 145,137 287,726 451,762 833,791 31,445 48,531 $ 1,834,330 $ 3,191,286 |
- 242 -
SCHEDULE 7
STANDARD FOODS CORPORATION
SCHEDULE OF FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars)
| Investees Global Strategic Investment Co., Ltd. Paradigm Venture Capital Corporation Authenex, Inc. Techgains Pan-Pacific Corporation U-Teck Environment Corporation, Ltd. Octamer, Inc. - Series E preference shares Octamer, Inc. - Series F preference shares ForteMedia, Inc. - Series D preference shares ForteMedia, Inc. - Series E preference shares ForteMedia, Inc. - Series F preference shares ForteMedia, Inc. - Series G preference shares ForteMedia, Inc. - Series I preference shares ForteMedia - ordinary shares |
Balance at January 1, 2020 | Balance at January 1, 2020 | Addition |
Addition |
Deduction Accumulated Reversal of Impairment Shares/Units Amount Loss - $ 4,619 $ - - 1,062 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - $ 5,681 $ - |
Deduction Accumulated Reversal of Impairment Shares/Units Amount Loss - $ 4,619 $ - - 1,062 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - $ 5,681 $ - |
Balance at December 31, 2020 Accumulated Shares/Units Fair Value Collateral Impairment Remark - $ - Nil $ - Note 1 180,376 1,894 Nil - Note 2 2,424,242 - Nil - - 500,000 - Nil - - 11,200 - Nil - - 800,000 - Nil - - 107,815 - Nil - - 3,455 - Nil - - 71,397 - Nil - - 29,173 - Nil - - 31,135 - Nil - - 29,102 - Nil - - 12,938 - Nil - - $ 1,894 |
|---|---|---|---|---|---|---|---|
| Shares/Units 850,500 180,376 2,424,242 500,000 11,200 800,000 107,815 3,455 71,397 29,173 31,135 29,102 12,938 |
Fair Value $ 4,619 2,956 - - - - - - - - - - - |
Shares/Units - - - - - - - - - - - - - |
Amount $ - - - - - - - - - - - - - |
Shares/Units - - - - - - - - - - - - - |
Shares/Units - 180,376 2,424,242 500,000 11,200 800,000 107,815 3,455 71,397 29,173 31,135 29,102 12,938 |
||
| $ 7,575 | $ - | $ - |
Note 1: The amount of investment in the investee decreased due to disposal.
Note 2: The amount of investment in the investee increased/decreased due to the changes in the fair value.
- 243 -
SCHEDULE 8
STANDARD FOODS CORPORATION
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars)
| Balance at January 1, 2020 Item Shares Fair Value Emerging market shares GeneFerm Biotechnology Co., Ltd. 2,168,110 2,145,110 $ 65,640 Dah Chung Bills Finance Corp 1,243,213 1,243,213 15,702 $ 81,342 |
Balance at January 1, 2020 | Balance at January 1, 2020 | Addition |
Addition |
Deduction Unrealized Shares Amount Gain (Loss) - $ - $ (3,217) - - (784) $ - $ (4,001) |
Balance at December 31, 2020 Accumulated Shares Fair Value Impairment Collateral Remark 2,145,11 0 $ 62,423 $ - Nil 1,243,21 3 14,918 - Nil $ 77,341 $ - |
|---|---|---|---|---|---|---|
Shares Amount - $ - - - $ - |
||||||
| $ 81,342 | $ - |
- 244 -
SCHEDULE 9
STANDARD FOODS CORPORATION
SCHEDULE OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)
| Investees Accession Limited Standard Dairy Products Taiwan Limited Charng Hui Ltd. DOMEX Technology Corporation Standard Beverage Company Limited Standard Investment (Cayman) Limited Le Bonta Wellness International Corporation Le Bonta Wellness Co., Ltd. Standard Foods, LLC. |
Balance at January 1, 2020 | Balance at January 1, 2020 | Addition |
Addition |
Decrease | Decrease | Balance at December 31, 2020 | Balance at December 31, 2020 | Net Assets Value Unit Price (NT$) Total Price Collateral Remark 29.58 $ 3,655,646 Nil Note 1 33.55 1,020,309 Nil Note 2 31.69 763,720 Nil Note 3 29.44 305,374 Nil Note 4 10.57 83,587 Nil Note 5 37.87 5,685,589 Nil Note 6 - 8,699 Nil Notes 7 and 10 - 90,190 Nil Notes 8 and 10 - 8,544 Nil Notes 9 and 10 $ 11,621,658 |
|---|---|---|---|---|---|---|---|---|---|
| Unit Price (NT$) 29.58 33.55 31.69 29.44 10.57 37.87 - - - |
|||||||||
| Shares/Unit 123,600,000 30,000,000 24,100,000 10,374,399 7,907,000 150,124,815 - - - |
Amount $ 3,381,908 1,000,126 290,480 247,879 82,342 5,220,048 8,781 108,378 - |
Shares/Unit - - - - - - - - - |
Amount $ 242,397 404,208 84,342 84,047 3,473 465,541 177 1,354 9,056 |
Shares/Unit - - - - - - - - - |
Amount $ 712 397,744 19,941 25,936 2,218 - - 19,542 512 |
Shares/Unit % 123,600,000 100.00 30,000,000 100.00 24,100,000 100.00 10,374,399 52.00 7,907,000 100.00 150,124,815 100.00 - 100.00 - 51.00 - 100.00 |
Amount $ 3,623,593 1,006,590 354,881 305,990 83,597 5,685,589 8,958 90,190 8,544 |
||
| $ 10,339,942 | $ 1,294,595 | $ 466,605 | $ 11,167,932 |
Note 1: For the year ended December 31, 2020, the increase amount of investment income accounted for using the equity method was $180,564 thousand; the increase amount of translation adjustment was $61,833 thousand; the decrease amount of other comprehensive income was $712 thousand. Note 2: For the year ended December 31, 2020, the increase amount of investment income accounted for using the equity method was $404,208 thousand; the decrease amount of the cash dividend issued by the investee was $394,160 thousand; and the decrease amount of other comprehensive income was $3,584 thousand.
Note 3: This is a subsidiary of the Company, and because it held the shares of the Company, it received cash dividend from the Company. Therefore, there was an increase in cash dividend which amounted to a total of $84,342 thousand, of which adjustment to the capital surplus was $17,674 thousand and other comprehensive income was $63,927 thousand. The investment income accounted for using the equity method was $2,741 thousand. For the year ended December 31, 2020, the decrease amount of the cash dividend which was issued by the investee was $19,941 thousand.
Note 4: For the year ended December 31, 2020, the increase amount of investments amounted to a total of $84,047 thousand, of which the equity method adopted for the accounting of the investment income was $42,095 thousand; other comprehensive income was $41,952 thousand; and the decrease amount of cash dividend which was issued by the investee was $25,936 thousand.
Note 5: For the year ended December 31, 2020, the increase amount of investments amounted to $3,473 thousand, of which the equity method adopted for the accounting of the investment income was $3,380 thousand; other comprehensive income was $93 thousand; the decrease amount of cash dividend which was issued by the investee was $2,218 thousand.
Note 6: For the year ended December 31, 2020, the increase amount of investment income accounted for using the equity method was $377,175 thousand; and the decrease amount of translation adjustment was $88,366 thousand. Note 7: For the year ended December 31, 2020, the increase amount of investment income accounted for using the equity method was $177 thousand. Note 8: For the year ended December 31, 2020, the increase amount of translation adjustment was $1,354 thousand; the decrease amount of investment income accounted for using the equity method was $19,542 thousand. Note 9: For the year ended December 31, 2020, the increase amount due to investing $9,056 thousand and the decrease amount of translation adjustment was $512 thousand. Note 10: This is a limited company with no issued shares.
- 245 -
SCHEDULE 10
STANDARD FOODS CORPORATION
SCHEDULE OF CHANGES IN RIGHT-OF-USE ASSETS DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)
| Item Cost As originally stated on January 1, 2020 Additions Lease expiration Balance at December 31, 2020 Accumulated depreciation As originally stated on January 1, 2020 Depreciation expenses Lease expiration Balance at December 31, 2020 |
Land $ 4,480 1,134 (1,603) $ 4,011 $ 865 1,851 (1,603) $ 1,113 |
Buildings Office Equipment Transpor- tation Equipment $ 96,723 $ 419 $ 6,460 1,808 131 - (1,867) - - $ 96,664 $ 550 $ 6,460 $ 20,739 $ 29 $ 2,154 21,190 76 1,077 (1,867) - - $ 40,062 $ 105 $ 3,231 |
Amount $ 108,082 3,073 (3,470) $ 107,685 $ 23,787 24,194 (3,470) $ 44,511 |
|---|---|---|---|
- 246 -
SCHEDULE 11
STANDARD FOODS CORPORATION
SCHEDULE OF TRADE PAYABLES DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)
| Vendor Name Unrelated parties Company A Company B Others (Note) Related party GeneFerm Biotechnology Co., Ltd. |
Amount $ 162,370 54,467 611,108 |
|---|---|
| $ 827,945 | |
$ 20,526 |
Note: The amount of individual vendor included in others does not exceed 5% of the account balance.
- 247 -
SCHEDULE 12
STANDARD FOODS CORPORATION
SCHEDULE OF LEASE LIABILITIES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)
| Balance at | Balance at | ||||
|---|---|---|---|---|---|
| Discount | December 31, | ||||
| Lease Term | Rate | 2020 |
Remark | ||
| Land |
July 25, 2019 - July 24, 2023 | 1.07% | $ | 1,040 |
|
| Buildings |
June 1, 2018 - December 31, 2023 | 1.07% | 57,541 | ||
| Office equipment |
August 1, 2019 - September 16, 2025 | 1.07% | 457 | ||
| 59,038 | |||||
| Less: Within 1 year | (20,979) | ||||
| Lease liabilities - non-current | $ | 38,059 |
- 248 -
SCHEDULE 13
STANDARD FOODS CORPORATION
SCHEDULE OF OPERATING REVENUES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)
| Item Quantity (Tons) Nutritious foods 99,536 Cooking products 24,344 Others 9,032 Total sales Less: Sales returns Sales allowances Net sales |
Amount $ 12,498,016 2,258,371 435,955 15,192,342 (110,319) (1,897,488) $ 13,184,535 |
|---|---|
- 249 -
SCHEDULE 14
STANDARD FOODS CORPORATION
SCHEDULE OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)
Item
Amount
| Cost of goods sold - finished goods Raw materials, beginning of year Add: Raw materials purchased Gain on physical inventory of raw materials Less: Transferred to other accounts Sales of raw materials Raw materials scrapped Raw materials, end of year Raw materials consumed Direct labor Manufacturing expenses Manufacturing costs Work in progress, beginning of year Less: Work in progress scrapped Other use Cost of finished goods Work in progress, end of year Finished goods, beginning of year Less: Transferred to other accounts Loss on physical inventory of finished goods Finished goods scrapped Cost of goods sold adjustment Finished goods, end of year Cost of goods sold - finished goods Cost of goods sold - merchandise Merchandise, beginning of year Add: Merchandise purchased Profit on physical inventory of merchandise Less: Other use Merchandise scrapped Cost of goods sold adjustment Merchandise, end of year Cost of goods sold - merchandise Cost of sales of raw materials Loss on physical inventory Inventory scrap losses |
$ 497,686 4,772,909 106 (4,106) (101,128) (4,337) (483,207) 4,677,923 233,963 941,033 5,852,919 136,206 (746) (6,775) 5,981,604 (145,137) 829,612 (73,609) (7) (863) (1,840) (724,984) 5,864,776 463,267 2,512,873 7 (10,056) (178) (1,361) (481,002) 2,483,550 101,128 (106) 6,123 $ 8,455,471 |
|---|---|
- 250 -
SCHEDULE 15
STANDARD FOODS CORPORATION
SCHEDULE OF OPERATING EXPENSES FOR THE YEARS ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)
| Item Advertising expenses Salaries and pensions Freight expenses Taxes Professional service fees Rental Insurance premiums Amortization Depreciation Traveling expenses Repair and maintenance expenses Computer expenses Meal expenses Postage and telephone charges Entertainment expenses Employee welfare Utilities Donations Others Cost-sharing sectors (Note) |
Selling and Marketing Expenses General and Administrative Expenses Research and Development Expenses $ 769,905 $ - $ - 300,117 281,316 36,606 117,708 - - 13,992 104 35 135 39,016 64 18,806 659 49 28,030 16,333 3,279 1,849 2,129 - 21,822 17,952 12,548 18,394 1,276 451 8,304 592 3,435 3,856 30,849 275 9,126 3,471 971 520 1,529 215 1,072 6,255 76 8,311 3,151 852 5,144 2,205 1,466 3,493 21,625 - 9,464 43,412 27,231 - (18,394) - $ 1,340,048 $ 453,480 $ 87,553 |
Amount $ 769,905 618,039 117,708 14,131 39,215 19,514 47,642 3,978 52,322 20,121 12,331 34,980 13,568 2,264 7,403 12,314 8,815 25,118 80,107 (18,394)(Note) $ 1,881,081 |
|---|---|---|
Note: Transferred to manufacturing expenses.
- 251 -
SCHEDULE 16
STANDARD FOODS CORPORATION
SCHEDULE OF LABOR, DEPRECIATION AND AMORTIZATION BY FUNCTION FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| (In Thousands of New Taiwan Dollars) | ||||
|---|---|---|---|---|
| Item Labor cost Salary and bonus Labor and health insurance Pension Remuneration of directors Others Depreciation Amortization |
For the Year Ended December 31 2020 2019 Classified as Operating Costs Classified as Operating Expenses Classified as Non-operating Income and Expenses Total Classified as Operating Costs Classified as Operating Expenses Classified as Non-operating Income and Expense $ 435,143 $ 548,351 $ - $ 983,494 $ 410,499 $ 499,601 $ - 39,624 40,193 - 79,817 38,471 38,970 - 17,029 23,287 - 40,316 16,391 22,287 - - 21,965 - 21,965 - 25,073 - 31,435 31,789 - 63,224 29,000 27,544 - $ 523,231 $ 665,585 $ - $ 1,188,816 $ 494,361 $ 613,475 $ - $ 173,659 $ 52,322 $ - $ 225,981 $ 170,081 $ 52,006 $ - $ 4,127 $ 3,978 $ - $ 8,105 $ 4,309 $ 7,689 $ - |
|||
| 2020 | 2019 | |||
| Classified as Operating Costs Classified as Operating Expenses Classified as Non-operating Income and Expenses $ 435,143 $ 548,351 $ - 39,624 40,193 - 17,029 23,287 - - 21,965 - 31,435 31,789 - $ 523,231 $ 665,585 $ - $ 173,659 $ 52,322 $ - $ 4,127 $ 3,978 $ - |
Total $ 983,494 79,817 40,316 21,965 63,224 $ 1,188,816 $ 225,981 $ 8,105 |
Classified as Operating Costs Classified as Operating Expenses Classified as Non-operating Income and Expense $ 410,499 $ 499,601 $ - 38,471 38,970 - 16,391 22,287 - - 25,073 - 29,000 27,544 - $ 494,361 $ 613,475 $ - $ 170,081 $ 52,006 $ - $ 4,309 $ 7,689 $ - |
Total $ 910,100 77,441 38,678 25,073 56,544 |
|
| $ 1,107,836 | ||||
| $ 222,087 | ||||
| $ 11,998 |
-
Note 1: As of December 31, 2020 and 2019, the Company had 996 and 975 and employees, respectively, of which 5 directors were not concurrently appointed as employees.
-
Note 2: The average employee benefit expense for 2020 is $1,177 thousand. (“Total amounts of current year employee benefit expenses - Total amounts of remuneration of directors”/“The number of current year employee - The number of directors who are not concurrent employees”).
-
Note 3: The average employee benefit expense for 2019 is $1,116 thousand. (“Total amounts of period year employee benefit expenses - Total amounts of remuneration of directors”/“The number of period year employee - The number of directors who are not concurrent employees”).
-
Note 4: The average employee salary expense for 2020 is $992 thousand. (Total amounts of current year employee salary expenses - “The number of current year employee - The number of directors who are not concurrent employees”).
-
Note 5: The average employee salary expense for 2019 is $938 thousand. (Total amounts of period year employee salary expenses/“The number of period year employee - The number of directors who are not concurrent employees”).
-
Note 6: The change in average employee salary expenses is 5.76%. (“Total amounts of current year average employee salary expenses - Total amounts of period year average employee salary expenses”/Total amounts of period year average employee salary expenses).
-
Note 7: The supervisors salary expense for 2020 is $0.
-
Note 8: The supervisors salary expense for 2019 is $0.
-
Note 9: The Company's payment fees are determined and regularly reviewed by the Remuneration Committee, and in addition to referring to the usual level of payment of the same industry, and to consider the reasonableness of the correlation with individual performance, company operating performance, payment methods and future operational risks. It shall be implemented after the adoption of the report to the board of directors; those who are assigned items of the surplus distribution table shall also be expected to report to the shareholders' meeting for adoption.
-
252 -
-
VI. If the Company or its Affiliates Experienced Financial Difficulties in the Most Recent Year, up to the Date of the Annual Report Publication: None.
-
253 -
Chapter 7. Review and Analysis of the Company's Financial Position and Financial Performance, and Listing of Risks
I. Financial Position
Comparative Analysis of Financial Position
| I. Financial Position Comparative Analysis of Financial Position |
I. Financial Position Comparative Analysis of Financial Position |
I. Financial Position Comparative Analysis of Financial Position |
||
|---|---|---|---|---|
| Unit:NT$thousand | ||||
| Date Item |
December 31, 2019 | December 31, 2020 | Difference | |
| Amount | % | |||
| Current assets | 18,513,185 | 21,125,786 |
2,612,601 |
14.11 |
| Property, plant and equipment |
5,125,312 | 4,201,645 |
(923,667) |
-18.02 |
| Intangible assets | 68,087 | 106,208 |
38,121 |
55.99 |
| Other assets | 1,781,681 | 2,390,223 |
608,542 |
34.16 |
| Total asset value | 25,488,265 | 27,823,862 |
2,335,597 |
9.16 |
| Current liabilities | 7,682,083 | 8,955,895 |
1,273,812 |
16.58 |
| Non-current liabilities | 855,491 | 852,340 |
(3,151) |
-0.37 |
| Total liabilities | 8,537,574 | 9,808,235 |
1,270,661 |
14.88 |
| Equity attributable to owners of parent company |
16,678,127 | 17,684,488 |
1,006,361 |
6.03 |
| Share capital | 9,150,897 | 9,150,897 |
- |
- |
| Capital surplus | 109,718 | 127,392 |
17,674 |
16.11 |
| Retained earnings | 8,016,188 | 8,782,873 |
766,685 |
9.56 |
| Other equity | (577,494) | (355,492) | 222,002 | 38.44 |
| Treasurystock | (21,182) | (21,182) | - | - |
| Non-controllingInterests | 272,564 | 331,139 |
58,575 |
21.49 |
| Total equity | 16,950,691 | 18,015,627 |
1,064,936 |
6.28 |
| Description: 1. Increase of "intangible assets" in 2020 was due to an increase in trademark rights. 2. Increase of "other assets" in 2020 was due to an increase in investment property. 3. Increase of "other equities" was due to an increase in the RMB-NTD exchange rate and exchange gains arisingfrom the translation of foreign operations compared with thepreceding year. |
- 254 -
II. Financial Performance
(I) Comparative Analysis of Operational Performance
Unit: NT$ thousand
| Unit: NT$ thousand | ||||
|---|---|---|---|---|
| Year Item |
2019 |
2020 | Increase (decrease) in amounts |
Increase (Decrease) |
| Operating revenue | 31,266,232 | 34,466,244 |
3,200,012 |
10.23 |
| Gross profit | 9,631,013 | 9,609,454 |
(21,559) |
-0.22 |
| Operating profit (loss) | 4,423,873 | 4,044,179 |
(379,694) |
-8.58 |
| Non-operating revenue and expenses |
124,661 | 244,532 |
119,871 |
96.16 |
| Profit before income tax | 4,548,534 | 4,288,711 |
(259,823) |
-5.71 |
| Income tax expenses | 1,093,698 | 1,032,881 |
(60,817) |
-5.56 |
| Net income from continuingoperations |
3,454,836 | 3,255,830 |
(199,006) |
-5.76 |
| Loss from discontinued operations |
- | - |
- |
- |
| Profit for the period | 3,454,836 | 3,255,830 |
(199,006) |
-5.76 |
| Other comprehensive income for the period (after tax) |
(256,189) | 240,351 |
496,540 |
193.82 |
| Total comprehensive income for theperiod |
3,198,647 | 3,496,181 |
297,534 |
9.30 |
| Analysis of the proportion of increase and decrease: 1. Increase in "non-operating income and expenses" in 2020: Mainly due to an increase in governmental subsidy income and interest income compared to the previous period. 2. Increase in "total comprehensive income of current period" in 2020: due to exchange gains arisingfrom the translation of foreign operations. |
-
(II) Possible impact on the Company's future financial operations and significant changes: None.
-
255 -
III. Cash Flows
(I) Analysis of cash flow changes in the previous year
Unit: NT$ thousand
| Cash balance at the beginning of the year (1) |
Annual net cash flow from operating activities (2) |
Other cash outflows throughout the year (3) (Note) |
Amount of cash surplus (shortfall) (1)+(2)-(3) |
Remedial measures for cash inadequacy |
Remedial measures for cash inadequacy |
|---|---|---|---|---|---|
| Investment plan |
Financial plan | ||||
| 3,705,903 | 2,430,175 | 1,804,060 | 4,332,018 | N/A | N/A |
-
Operating Activities: The net cash inflow in the current period was NT$2,430,175 thousand, mainly due to operating profit.
-
Investment Activities: The net cash inflow of NT$ 202,065 thousand in the current period is mainly the repayment of principal financial assets measured at amortized cost.
-
Financing Activities: The net cash outflow for the current period is NT$2,058,344 thousand, mainly due to the payment of cash dividends.
Note: Including the effect of exchange rate changes on cash and cash equivalents.
(II) Improvement Plan of Liquidity Shortage and Analysis of the Liquidity
-
Shortage of liquidity this year.
-
Liquidity analysis for the most recent two years:
| Year Item |
FY 2019 (1) |
FY 2020 (2) | Percentage of increase (decrease) (2)-(1)/(1) |
|---|---|---|---|
| Cash flow ratio | 65.43 | 27.13 |
-58.54% |
| Cash flow adequacy ratio (%) | 118.09 | 97.00 |
-17.86% |
| Cash reinvestment ratio (%) | 13.12 | - |
-100.00% |
| Analysis of the proportion of increase and decrease: 1. Cash flow ratio: Decrease of cash flow ratio in 2020: Due to increase in inventories and financial assets measured at fair values recognized in profit and loss and decrease in new cash inflows from operating activities. 2. The decrease in the cash flow ratio in 2020 was due to the decrease in net cash flow from operatingactivities. |
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(III) Cash Liquidity Analysis for the Following Year
| Unit: NT$thousand | Unit: NT$thousand | ||||
|---|---|---|---|---|---|
| Cash balance at the beginning of the year (1) |
Annual net cash flow from operating activities (2) |
Other cash outflows throughout the year (3) |
Amount of cash surplus (shortfall) (1) +(2)-(3) |
Remedial measures for cash inadequacy |
|
| Investment plan |
Financial plan | ||||
| 4,332,018 | 3,151,875 | 3,003,890 | 4,480,003 | N/A | N/A |
1. Cash Flow Analysis for the Following Year:
-
(1) Operating activities: Estimated net cash inflow is mainly due to expected operating profit.
-
(2) Investment activities: Mainly due to the allocation of funds to financial assets and the addition of property, plant and equipment.
-
(3) Financing activities: Mainly refers to the issuance of cash dividends.
2. Improvement plan for insufficient cash liquidity and liquidity analysis: N/A.
IV. Impact of Major Capital Expenditure on Financial Operation in the Most Recent Year
- (I) Applications of Major Capital Expenditure and Source of Funds in the Most Recent Year
Unit: NT$ thousand
| Plan | Actual or expected source of funds |
Actual or expected completion date |
Total amount of capital needed |
Actual or expected applications of the capital | Actual or expected applications of the capital | Actual or expected applications of the capital |
|---|---|---|---|---|---|---|
| 2020 | 2021 | 2022 | ||||
| Purchase of machinery, transportation and office equipment as well as computer software, renovation of houses and buildings, and land use rights (improvement) |
Own funds |
2020 | 796,504 | 281,891 | 514,613 | - |
-
(II) Expected possible benefits: The renovation and renewal of the plant and production machinery will improve the quality and capacity of production and is expected to increase annual output by 10%.
-
257 -
V. Reinvestment Policies, Main Reasons for Its Profits/Losses, Improvement Plans in the Most Recent Year and Investment Plan for the Following Year:
Unit: NT$ thousand
| Unit: NT$ thousand | |||||
|---|---|---|---|---|---|
| Remark Item |
Amount of Profit (Loss)in 2020 |
Policy | Main reasons for profitor loss |
Improvement plan |
Investment plan for thefollowing year |
| Shanghai Standard Foods Co., Ltd |
197,080 | The main purpose is to convert some factory buildings into leased assets for the use of the Group and some production capacity to be used by the Group onbehalfof factories. |
Investment real estate rental income and interest income increased. |
Cooperate with the development of the Group to carry out resource integration. |
Depend on changes in future market demand. |
| Standard Dairy Products Taiwan Ltd. |
405,319 |
Mainly develop and sell related products in this industry to increase market share and create profits. |
Performance grew steadily and capacity utilization increased. |
Grasp the market pulsation and continue the development of new products to meet the needs of customers for innovation and change, and cooperate with cost and expense management to maintainprofits. |
At present, there is no definite investment plan. |
| Standard Investment (China) Ltd. |
418,759 | The main plan is Standard Foods Group's investment and sales center in China to expand domestic demand in mainland China and create profits. |
Performance grew steadily and profits increased. |
Focus on marketing according to market segments, optimize product structure, and expand marginal contribution. |
Depend on changes in market demand in the future, we will strengthen the development of diversified channels and improve our competitive advantage. |
| Standard Foods (China) Ltd. |
143,748 | It is mainly planned to be a production base for edible oils and nutritional foods. |
Market demand increased and the capacity utilization increased. |
To expand product lines to make full use of production capacity and reduce the allocation of capitalcost. |
To continue to implement expansion plans of related products. |
| Standard Foods (Xiamen) Co., Ltd. |
112,671 | It is mainly planned to be a production base for edible oils and nutritional foods. |
Market demand has increased and the capacity utilization rate has gradually increased. |
To expand product lines to make full use of production capacity and reduce the allocation of capitalcost. |
To continue to implement expansion plans of related products. |
| Dermalab S.A. | 10,103 | With the change of market structure and consumption habits, it is planned to diversify and develop various products in the consumergoodsfield. |
At present, it is in the stage of development and market expansion. |
Actively expand the market and strengthen the internal management mechanism. |
The plan to continue the development of beauty products. |
- 258 -
VI. Analysis and Evaluation of Risks in the Most Recent Year and Up to the Date of Publication of the Annual Report
- (I) Impact of fluctuation in interest rate, foreign exchange rate, and inflation on corporate profits and losses and future countermeasures:
1. Interest rate: Affected by the COVID-19 in 2020, interest decreased as expected, interest rate risk of the consolidated company was mainly caused by bank loan, interest expenses of bank loans accounted for about 0.95% of pre-tax net profit in 2020, which was controllable, so interest rate change had no significant impact on profit and loss of the consolidated company. In the future, we will continuously follow global economic trends and interest rate trends and adjust assets and liabilities to reduce interest rate risk.
2. Exchange rate: Affected by the COVID-19 in 2020, economic anticipations were changed to affect the exchange rate and many materials of the consolidated company were imported, so interest rate change has a certain effect on profit. Besides, there were many factors of changes in the foreign exchange market. For this reason, the Company not only developed a definite operation strategy and strict risk control process, but also closely followed exchange rate change and international situation and adjusted foreign exchange operation strategy to reduce the risk of exchange rate fluctuation.
3. Inflation:
-
To respond to international material price fluctuation in recent years, the Company mastered global market change and market price fluctuation to maintain good interactions with suppliers, distributors and customers and adjusted purchase and distribution strategies to cope with market changes, effectively control the influence of inflation. Inflation will have no significant impact on company profit and operation.
-
(II) Policies of engaging in high-risk, high-leverage investments, giving loans to others, providing endorsements/guarantees and engaging in derivatives transactions, main reasons for the profits and losses as well as future countermeasures:
The consolidated company did not engage in high-risk and highly leveraged investments in 2020 and up to the date of publication of the annual report. Subsidiaries in China avoid risks arising from exchange rate fluctuations by purchasing required raw materials directly from domestic suppliers.
Funds loaned to others by the consolidated company in 2020 and up to the date of publication of the annual report are funds loaned between subsidiaries in which the Company, directly and indirectly, holds more than 50% of the shares. The purpose is to provide turnover capital for subsidiaries.
The endorsements/guarantees of the consolidated company for the year 2020 and up to the date of publication of the annual report are the endorsements/guarantees of the Company for subsidiaries holding 100% of the shares. The purpose is to provide a guarantee for the funding amount of each subsidiary.
(III) Future R&D plans and estimated expenses on the R&D:
The estimated R&D expenditure in 2021 is NT$130 million, which will be invested in product nutrition upgrades, diversified functions, new forms of packaging and innovative technology R&D.
-
259 -
-
(IV) Impact of Changes in Major Domestic/Overseas Policies and Regulations on the Company's Finance and Business, and Countermeasures:
In order to strengthen the management of food hygiene and safety and protect consumer rights and interests, the Food and Drug Administration, Ministry of Health and Welfare has launched eight new systems such as traceability and food labeling since Jan. 1, 2017. Food safety incidents have occurred frequently in recent years. Standard Foods will continue to pay attention to important policies at home and abroad and dynamically adjust the countermeasures. It will continue to adhere to the promise of "quality and safety," strictly control the food production process, implement supply chain management, and give priority to the health and safety of consumers.
- (V) Impact of Changes in Technology and Industry on Corporate Finance and Business, and Countermeasures:
The Company attaches great importance to the development of science and technology and changes in the industry and has always been committed to the application of information technology, such as the introduction of enterprise resource integration system ERP, the establishment of a group video conference system, the establishment of a network telephone and an online management system for group employees, and a human resource management system, and introduction of the knowledge management system, with the active and effective application of information technology to reduce costs and enhance the competitiveness of enterprises.
- (VI) Impact of Changes in Corporate Image on Corporate Risk Management, and Countermeasures:
No major negative events were affecting the corporate image in 2020. The Company regards "becoming an enterprise that consumers feel at ease and trust" as its highest aim, and strictly checks the quality of the Company's products with high specifications and high standards. As a result, the Company has obtained the Good Food Practices (GMP)certification, excellent agricultural products of CAS, ISO22000 food safety and hygiene and the highest level (Level III) of international SQF. At the same time, it upholds the belief of giving back to society in many ways, donates or sponsors activities to education, charity and disadvantaged groups from time to time. The Company hopes to become a model enterprise that takes from society and gives back to society.
-
(VII) Expected Benefits and Possible Risks Associated with M&A and Countermeasures: N/A.
-
(VIII) Expected Benefits and Possible Risks Associated with Expanding Factory Building and Countermeasures:
The Company mainly aims to continuously replace old equipment with the new in the existing product line in order to improve the production capacity and quality. Standard Foods (Xiamen), a subsidiary company, has completed its factory and is currently expanding a production line and hard equipment. It is expected to integrate regional resources with convenient locations and achieve the goal of reducing costs of product and transportation as well as supply Standard Foods Group's sales needs in China, thus expanding the sales scale and improving the operating performance in China. Therefore, there should be no doubt of risks.
-
260 -
-
(IX) Risks Resulting from Concentrated Purchasing or Sales Operations and Countermeasures:
Standard Foods' main purchase company in 2020 was Company A, accounting for 12.3% of the net purchase, while other individual purchase companies accounted for less than 10% of the total purchase. In addition, the main customer of sales was Company A, accounting for 14.7% of the net sales, while the remaining customers of sales did not exceed 10%, so there was no case of concentration of purchase or sales.
- (X) Impact and Risks Resulted from Major Transfer or Replacement of Equities of Directors, Supervisors or Shareholders with More than 10 Percent of the Company's Shares, and Countermeasures:
Directors or major shareholders holding more than 10% of the shares have not been transferred or replaced in large quantities, so there is no significant impact or risk to the Company.
-
(XI) Impact and Risks Resulted from Changes in Management Right on the Company, and Countermeasures: There are no changes in the management right of the Company.
-
(XII) The Company and its directors, supervisors, general managers, substantive controllers, major shareholders holding more than 10% of the shares, and subordinate companies have been involved in material litigation, non-litigation or administrative litigation that have been concluded with judgment or still in progress. The result may have a significant influence on shareholders' equity or securities prices: None.
(XIII) Other Material Risks and Countermeasures:
- Risk management policies:
The risk management policy of Standard Foods is to build a risk management mechanism with risk identification, measurement, supervision and control and an integrated risk management system, as well as promote an operating model with appropriate risk management to achieve operating goals and increase value for shareholders.
Standard Foods actively develops more advanced and more sensitive procedures and criteria for monitoring, evaluating and controlling risks in addition to the original systems and regulations regarding the major risks faced by various business operations, such as marketing market, production and operation, human resources planning, new product development progress, and financial and accounting control, so as to balance safety and efficiency and establish a more economical business operation mode, such as strengthening the establishment of information systems and strengthening the capability of early warning and monitoring.
- The organizational structure of risk management:
Standard Foods has a risk response organization, which is responsible for different levels according to organizational units, and is managed centrally by the general manager. Under the organization, there are various divisions with central power and responsibility, which are responsible for promoting risk management in various businesses.
-
(1) Financial risk, liquidity risk, credit risk and legal risk: The Finance and Accounting Division formulates strategies and implements them, and analyzes and evaluates these risks in accordance with laws and regulations and market changes in order to take effective countermeasures.
-
261 -
-
(2) Market Risk: Each institution shall formulate and implement various strategies in accordance with its responsibilities. At the same time, according to the laws, policies and analysis and evaluation of market changes, we will take various countermeasures to control and deal with the possible market risk crisis.
-
(3) Auditing Office: Set the Company's risk assessment and control procedures to draft annual audit plans; in addition, for the Company's internal and related enterprises, it uses risk assessment and audit mode to examine the high-risk items that affect the achievement of the objectives, and manage the internal control system and reports audit results regularly to the board of directors.
VII. Other Important Matters: None.
- 262 -
Chapter 8. Special Disclosure
I. Information on Affiliates
- (I) The Consolidated Operating Report
1. Consolidated Operating Report for Affiliated Enterprises in 2020
- **(1) Organizational chart of affiliates**
==> picture [710 x 356] intentionally omitted <==
- 263 -
(2) Basic Information of the Company's Affiliated Enterprises:
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Name of Affiliate | Date of Incorporation |
Address | Paid-in Capital | Major Lines of Business or Products |
|---|---|---|---|---|
| Standard Dairy Products Taiwan Ltd. |
1999.04.16 | 5F., No.136, Sec.3, Ren-ai Rd., Taipei | 300,000 | Manufacturing and sale of dairy products and beverages |
| Standard Beverage Ltd. | 1998.03.24 | 5F., No.136, Sec.3, Ren-ai Rd., Taipei | 79,070 | Manufacturing and sale of beverages |
| Charng Hui Ltd. | 1997.04.28 | 5F., No.136, Sec.3, Ren-ai Rd., Taipei | 241,000 | Investments |
| Le Bonta Wellness International Co. | 2005.02.23 | 3F., No.136, Sec.3, Ren-ai Rd., Taipei | 10,000 | Sale of health food |
| Domex Technology Corporation | 1986.07.30 | No. 6, Hsin Ann Rd, Hsinchu Science-Based Industrial Park |
199,471 | Manufacture and sale of computer peripherals and computer appliances |
| Accession Limited | 2000.05.17 | Portcullis TrustNet Chambers, P. O. Box 3444, Road Town, Tortola , British Virgin Islands |
USD 123,600 thousand | Investments |
| Standard Investment (Cayman) Limited |
2011.08.05 | P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205 Cayman Islands |
USD 150,125 thousand | Investments |
| Standard Corporation (Hong Kong) Ltd. |
2011.08.30 | Rm 1004, AXA Centre, 151 Gloucester Road, Wan Chai, Hong Kong |
USD 150,051 thousand | Investments |
| Dermalab S.A. | 1989.10.31 | Seestrasse 59,8703 Erlenbach, Switzerland | CHF 2,600 thousand | Development and sale of cosmetics |
| Swissderma, SL | 2012.07.05 | Calle Balmes 177, 08006 Barcelona, Spain | EUR 3 thousand | Sale of cosmetics |
| Standard Foods, LLC. | 2020.06.24 | 55 W. 5th Avenue, Unit 10C, San Mateo, California | USD 300 thousand | Sale of health food |
| Shanghai Standard Foods Co., Ltd | 2001.09.11 | 3F, Building 8, No. 1128 Wuzhong Road, Shanghai City | USD 123,500 thousand | Manufacture and sale of edible oils and nutritious foods. |
- 264 -
| Name of Affiliate | Date of Incorporation |
Address | Paid-in Capital | Major Lines of Business or Products |
|---|---|---|---|---|
| Standard Investment (China) Ltd. | 2011.12.26 | No. 88 Dalian West Road, Taicang Port Economic and Technological Development Zone (New Area) |
USD 121,213 thousand | Investing and sale of edible oils and nutritious foods |
| Standard Foods (China) Ltd. | 2012.01.21 | No. 88 Dalian West Road, Taicang Port Economic and Technological Development Zone (New Area) |
USD 55,000 thousand | Manufacture and sale of edible oils and nutritious foods |
| Shanghai Dermalab Corporation | 2014.07.25 | Room 703, 7F, No. 418 Futedong 1st Road, Shanghai Free- Trade Zone, China |
RMB 20,500 thousand | Sale of foods and cosmetics and import and export business |
| Le Bonta Wellness Co., Ltd. | 2014.12.02 | Room 5, 4F, No. 39 Jiatai Road, Shanghai Free-Trade Zone, China |
RMB 80,200 thousand | Sale of foods and cosmetics and import and export business |
| Shanghai Le Ben De Health Technology Co., Ltd. |
2015.05.11 | 3F, Building 8, No. 1128 Wuzhong Road, Shanghai City | USD 1,000 thousand | Technical consultant on health technology, consultingand service |
| Standard Foods (Xiamen) Co., Ltd. | 2015.09.02 | No. 99 Sandu Road, Fujian Free-Trade Zone (Xiamen), China |
USD 40,000 thousand | Manufacture and sale of edible oils and nutritious foods |
| Shanghai Le Ho Industrial Co., Ltd. | 2015.06.08 | Room BN138, Building 22, No. 1-30 Minbei Road, Shanghai City |
USD 18,600 thousand | Management of properties |
| Shanghai Le Min Industrial Co., Ltd. |
2015.06.08 | Room BN139, Building 22, No. 1-30 Minbei Road, Shanghai City |
USD 11,600 thousand | Management of properties |
-
(3) Information for Common Shareholders of Treated-as Controlled Companies and Affiliates: None.
-
(4) Industries that Affiliated Enterprises Engage in and The Segregation of Interrelated Business amongst the Affiliated Enterprises:
Shanghai Standard Foods Co., Ltd. and its affiliated enterprises are mainly engaged in manufacturing, sale, investment, computer peripheral equipment and information product manufacturing industries.
Fresh milk, fresh milk yogurt and flavored milk produced by Shanghai Standard Foods Co., Ltd. are sold to Standard Dairy Products Taiwan Ltd. and then sold by Standard Dairy Products Taiwan Ltd.
- 265 -
Oat drinks and liquid milk produced by Standard Dairy Products Taiwan Ltd. are sold to Shanghai Standard Foods Co., Ltd. and then sold by Shanghai Standard Foods Co., Ltd.
Beverages produced by Standard Beverage Ltd. are sold to Shanghai Standard Foods Co., Ltd. and then sold by Shanghai Standard Foods Co., Ltd.
Le Bonta Wellness International Co., Ltd. mainly engages in the sale of healthcare products.
Standard Investment (China) Ltd. mainly engages in the sale of oils, which will be sold by Shanghai Standard Foods Co., Standard Foods (China) Co., Ltd. and Standard Foods (Xiamen) Co., Ltd.
Le Bonta Wellness Co., Ltd. engages in the sale of nutritious foods and import & export business.
Le Bonta Wellness Co., Ltd. engages in technical consulting on health technology, technical consulting and technical service. Shanghai Dermalab Corporation engages in the sale of nutritious foods and cosmetics and import & export business. Dermalab S.A., Swissderma, SL mainly engages in the sale of cosmetics.
Shanghai Le Ho Industrial Co., Ltd. and Shanghai Le Min Industrial Co., Ltd. mainly engages in property management. Standard Foods, LLC. Mainly engages in the sales of healthcare products.
- 266 -
(5) Directors, Supervisors and General Manager of Affiliated Enterprises
| Name of Affiliate | Title | Name or Representative | Shareholding | |
|---|---|---|---|---|
| Shares Investment Amount |
Percentage of Ownership Contribution ratio |
|||
| Standard Dairy Products Taiwan Ltd. |
Director | Standard Foods Corporation Representative: Ter-FungTsao |
30,000,000 shares - |
100.00% - |
| Standard Beverage Ltd. | Director |
Standard Foods Corporation Representative:Ter-FungTsao |
7,907,000 shares - |
100.00% - |
| Charng Hui Ltd. | Director | Standard Foods Corporation Representative: Ter-Fung Tsao |
24,100,000 shares - |
100.00% - |
| Le Bonta Wellness InternationalCo. |
Director | Standard Foods Corporation Representative:Yao Steven YihChun |
Capital contribution: NT$ 10,000 thousand - |
100.00% - |
| Domex Technology Corporation |
Director | Standard Foods Corporation Representative: Ter-Fung Tsao Ku-Tsun Hsin Yao Steven YihChun |
10,374,399 shares - 550,385 shares - |
52.01% - 2.76% - |
| Supervisor | Sophia Su | 3,794 shares | 0.02% | |
| General Manager (President) |
Ku-Tsun Hsin | 550,385 shares | 2.76% | |
| Accession Limited | Director | Ter-Fung Tsao | - Standard Foods Corporation Hold 123,600,000 shares |
- 100.00% |
| Standard Investment (Cayman) Limited |
Director | Ter-Fung Tsao | - Standard Foods Corporation Hold 150,124,815 shares |
- 100.00% |
| Standard Foods, LLC. | Director | Standard Foods Corporation Representative: Yao Steven Yih Chun |
Investment amount: USD 300 thousand | 100.00% - |
| Standard Corporation (Hong Kong) Ltd. |
Director | Ter-Fung Tsao | - Standard Investment(Cayman) Limited holds 150,050,815 shares |
- 100.00% |
- 267 -
| Name of Affiliate | Title | Name or Representative | Shareholding | |
|---|---|---|---|---|
| Shares Investment Amount |
Percentage of Ownership Contribution ratio |
|||
| Dermalab S.A. | Director Director Director Director |
Arthur Tsao Yao Steven Yih Chun Chiang-Hsiang Ying Olgiati, Lorenzo |
- - - - Accession Limited holds 2,600 shares |
- - - - 100.00% |
| Shanghai Standard Foods Co., Ltd |
Chairman Director Director Director |
Jason Hsuan Arthur Tsao Lin, Chih-Hung Mao Yuan-Cheng |
- - - - Accession Limited Capitalcontribution: USD 123,500 thousand |
- - - - 100.00% |
| Supervisor | Tang Wei-Lun | - | - | |
| General Manager (President) |
Arthur Tsao | - | - | |
| Standard Investment (China) Ltd. |
Chairman Director Director Director |
Jason Hsuan Ter-Fung Tsao Arthur Tsao Mao Yuan-Cheng |
- - - - Standard Corporation (Hong Kong) Ltd. Capital contribution: USD 120,000 thousand |
- - - - 99.00% |
| Supervisor | Tang Wei-Lun | - | - | |
| General Manager (President) |
Arthur Tsao | - | - | |
| Standard Foods (China) Ltd. |
Chairman Director Director Director |
Jason Hsuan Arthur Tsao Lin, Chih-Hung Mao Yuan-Cheng |
- - - - Standard Investment (China) Ltd. Capitalcontribution: USD55,000thousand |
- - - - 100.00% |
- 268 -
| Name of Affiliate | Title | Name or Representative | Shareholding | |
|---|---|---|---|---|
| Shares Investment Amount |
Percentage of Ownership Contribution ratio |
|||
| Supervisor | Tang Wei-Lun | - | - | |
| General Manager (President) |
Arthur Tsao | - | - | |
| Shanghai Dermalab Corporation |
Chairman Director Director |
Arthur Tsao Mao Yuan-Cheng Yen Ching-Lin |
- - - Standard Investment (China) Ltd. Capitalcontribution:RMB 20,500thousand |
- - - 100.00% |
| Supervisor | TangWei-Lun | - | - | |
| General Manager (President) |
Arthur Tsao | - | - | |
| Le Bonta Wellness Co., Ltd. |
Chairman Vice Chairman Director Director |
Jason Hsuan Arthur Tsao Lin, Chih-Hung Mao Yuan-Cheng |
- - - - Standard Foods Corporation Capital contribution: RMB 40,900 thousand Standard Investment (China) Ltd. Capitalcontribution:RMB39,300thousand |
- - - - 51.00% 49.00% |
| Supervisor | Tang Wei-Lun | - | - | |
| General Manager (President) |
Arthur Tsao | - | - | |
| Shanghai Le Ben De Health Technology Co., Ltd. |
Chairman Director Director |
Arthur Tsao Mao Yuan-Cheng Yu Kuang-Yao |
- - - Accession Limited Capitalcontribution: USD 1,000 thousand |
- - - 100.00% |
| Supervisor | TangWei-Lun | - | - | |
| General Manager (President) |
Arthur Tsao | - | - |
- 269 -
| Name of Affiliate | Title | Name or Representative | Shareholding | |
|---|---|---|---|---|
| Shares Investment Amount |
Percentage of Ownership Contribution ratio |
|||
| Standard Foods (Xiamen) Co., Ltd. |
Chairman Director Director Director |
Jason Hsuan Arthur Tsao Lin, Chih-Hung Mao Yuan-Cheng |
- - - - Standard Investment (China) Ltd. Capitalcontribution: USD 40,000thousand |
- - - - 100.00% |
| Supervisor | Tang Wei-Lun | - | - | |
| General Manager (President) |
Arthur Tsao | - | - | |
| Shanghai Le Ho Industrial Co., Ltd. |
Chairman Director Director |
Arthur Tsao Mao Yuan-Cheng Yu Kuang-Yao |
- - - Standard Corporation (Hong Kong) Ltd. Capitalcontribution: USD 18,600thousand |
- - - 100.00% |
| Supervisor | TangWei-Lun | - | - | |
| General Manager (President) |
Arthur Tsao | - | - | |
| Shanghai Le Min Industrial Co., Ltd. |
Chairman Director Director |
Arthur Tsao Mao Yuan-Cheng Yu Kuang-Yao |
- - - Standard Corporation (Hong Kong) Ltd. Capital contribution: USD 11,600 thousand |
- - - 100.00% |
| Supervisor | Tang Wei-Lun | - | - | |
| General Manager (President) |
Arthur Tsao | - | - |
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(6) Operation Results of Affiliated Enterprises
Unit: NT$ thousand
| Name of Affiliate | Capital | Total asset value |
Total liabilities |
Net value | Operating revenue |
Operating (loss) profit |
Profit or loss for the period |
Earnings Per Share (NT$) (After tax) |
|---|---|---|---|---|---|---|---|---|
| Standard DairyProducts Taiwan Ltd. | 300,000 | 1,828,283 |
807,974 |
1,020,309 |
3,529,446 |
497,241 |
405,319 |
13.51 |
| Standard Beverage Ltd. | 79,070 | 225,519 |
141,932 |
83,587 |
1,015 |
(4,031) |
3,356 | 0.42 |
| CharngHui Ltd. | 241,000 | 769,103 |
5,383 |
763,720 |
- |
(8,390) | 20,415 | 0.85 |
| Domex TechnologyCorporation | 199,471 | 1,817,827 |
1,230,569 |
587,258 |
3,289,331 |
104,883 |
80,935 |
4.06 |
| Le Bonta Wellness International Co. | 10,000 | 8,699 |
- |
8,699 | - |
(8) | 177 | (Note 1) |
| Accession Limited | 3,979,085 | 3,657,354 |
1,708 |
3,655,646 |
- |
(6,940) | 189,679 | 1.53 |
| Shanghai Standard Foods Co.,Ltd | 3,949,575 | 3,632,572 |
388,953 |
3,243,619 |
2,760,575 |
132,781 |
197,080 |
(Note 1) |
| Shanghai Le Ben De Health Technology Co.,Ltd. |
31,220 | 30,002 |
172 |
29,830 |
2,016 |
66 |
719 |
(Note 1) |
| Dermalab S.A. | 81,651 | 254,801 |
121,066 |
133,735 |
185,048 |
10,331 |
10,103 |
3,885.77 |
| Standard investment(Cayman)Limited | 4,710,865 | 5,685,612 |
23 |
5,685,589 |
- |
(236) | 377,175 | 2.51 |
| Standard Corporation(HongKong)Ltd. | 4,708,566 | 5,685,122 |
105 |
5,685,017 |
- |
(243) | 377,452 | 2.52 |
| Standard Investment(China)Ltd. | 3,755,530 | 11,263,675 |
6,332,357 |
4,931,318 |
15,368,575 |
216,040 |
418,759 |
(Note 1) |
| Standard Foods(China)Ltd. | 1,631,668 | 3,624,777 |
1,584,907 |
2,039,870 |
6,515,782 |
135,498 |
143,748 |
(Note 1) |
| Shanghai Dermalab Corporation | 93,989 | 152,480 |
144,085 |
8,395 |
146,652 |
(14,241) |
(17,342) | (Note 1) |
| Le Bonta Wellness Co.,Ltd. | 380,418 | 210,864 |
34,233 |
176,631 |
11,062 |
(39,685) |
(38,271) | (Note 1) |
| Standard Foods(Xiamen)Co.,Ltd. | 1,307,582 | 3,922,872 |
2,435,910 |
1,486,962 |
6,220,185 |
155,422 |
112,671 |
(Note 1) |
| Shanghai Le Ho Industrial Co.,Ltd. | 607,717 | 499,929 |
5,873 |
494,056 |
- |
(17,609) | (22,828) | (Note 1) |
| Shanghai Le Min Industrial Co.,Ltd. | 378,009 | 311,991 |
3,624 |
308,367 |
- |
(10,610) | (14,000) | (Note 1) |
| Standard Foods,LLC. | 9,056 | 8,544 |
- |
8,544 | - |
- | - | (Note 1) |
Note 1: This is a limited company with no issued shares.
(II) Consolidated financial statements of affiliated enterprises: The same as of the consolidated financial statements of the parent company and subsidiaries. For the consolidated financial statements for 2020, please refer to pages 91-168 of the annual report.
-
(III) Affiliate Reports: N/A.
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II. Private Placement of Securities during the Most Recent Fiscal Year and the Current Fiscal Year up to the Date of Publication of the Annual Report: N/A.
III. Holding or Disposal of Shares by Subsidiaries during the Most Recent Fiscal Year and during the Current Fiscal Year up to the Date of Publication of the Annual Report
Unit: NT$ 1,000; share: %
| Name of Subsidiary |
Paid-in Capital |
Source of Capital |
The Company's shareholding ratio |
Date of Acquisition or Disposal |
Amount and Number of Shares Acquired |
Amount and Number of Shares Disposed of |
Investment Income (Loss) |
Amount and Shares Held up to the Date of Publication of the Annual Report |
Pledge | Making of Endorsements / Guarantees to Subsidiary |
Loaning of Funds to Subsidiary |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Charng Hui Ltd. |
241,000 | Own funds |
100% | 2000 | Purchase 166,000 shares valued NT$ 4,938thousand |
- | - | 6,669,471 shares NT$ 21,182 thousand |
- | - | - |
| Issue9,960shares | - | - | |||||||||
| 2001 | Purchase 2,163,000 shares valued NT$ 16,244 thousand |
- |
- | ||||||||
| 2009 | Issue 11,694 shares | - |
- | ||||||||
| 2010 | Issue 352,598 shares |
- | - | ||||||||
| 2011 | Issue 675,813 shares |
- | - | ||||||||
| 2012 | Issue 810,975 shares |
- | - | ||||||||
| 2013 | Issue 628,506 shares |
- | - | ||||||||
| 2014 | Issue 433,669 shares |
- | - | ||||||||
| 2015 | Issue 525,221 shares |
- | - | ||||||||
| 2016 | Issue 635,517 shares |
- | - | ||||||||
| 2017 | Issue 256,518 shares |
||||||||||
| 2018-2020 | - | - | - | ||||||||
| As of the date of publication of the Annual Report |
- |
- | - |
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IV. Other Necessary Supplements:
(I) Listing method of impairment of assets and liabilities
- Allowance for bad debts of accounts receivable
Purpose: In order to assess the risk of collection of accounts and bills, the recovery rate of each age is obtained based on the customer's experience and the sample number, which is used to assess the impairment amount of assets in the current period.
The basis for listing:
-
(1) Listing of allowance for bad debts:
-
1.1. Accounts receivable are agreed to be collected within one year, so significant financial components are not included. IFRS 9 simplified method is adopted to recognize impairment based on lifetime expected credit losses.
-
1.2. The Company's customers are all companies in similar industries, and according to the historical experience of credit losses, there is no significant difference in the loss types of different customer groups. Therefore, the reservation matrix does not further distinguish the customer groups. When the accounts receivable is overdue for more than 180 days, the Company judges that the recovery cannot be reasonably expected (loss rate =100%).
-
1.3. The accounting unit calculates the amount of asset impairment based on the above and adjusts the amount of the item "allowance for bad debts."
-
-
(2) Charging off allowance for bad debts:
-
2.1. Identification of bad debt:
-
A. Part or all of the claims cannot be recovered due to bankruptcy, escape, conciliation or declaration of bankruptcy, or other reasons.
-
B. Claims that are overdue for two years and principal or interest have not been received after collection.
-
-
2.2. Charge off:
-
A. In case of actual bad debt losses, legal evidence should be attached to strike a balance in accordance with Article 94 of the Code of Auditing Business Income Tax.
-
B. When charging off bad debts, the allowance for bad debts should be set off in the current year. If there is any shortage, it should be listed as the loss in the current year.
-
-
-
Allowance for reduction of inventory to market
Inventories include raw materials, packaging materials, work in process, finished products, and commodities. The value of inventory shall be determined based on the cost and Net Realizable Value (NRV), whichever is lower. With the exception of inventory of the same category, individual items shall be assessed when comparing the cost and NRV. The NRV is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to make the sale. The cost of inventory is calculated using the weighted-average method.
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273 -
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(II) Key Performance Indicators of the Company: Key Performance Indicators of Standard Foods are mainly divided into financial performance indicators and non-financial performance indicators. In addition to regularly examining the financial performance indicators of operating income, debt ratio, operating cycle, return on equity of shareholders and earnings per share, we also set non-financial performance indicators to control Standard Foods' competitive advantage and industry trends at any time.
-
(III) Licenses Acquired by Personnel Related to Financial Information Transparency: None.
-
V. Matters that materially affect shareholders' equity or the price of the Company's securities as specified in Subparagraph 2, Paragraph 3, Article 36 of the Securities Exchange Act occurred in the most recent year and up to the date of publication of the annual report
-
(I) The board approved the resolution on the sole distribution agreement with Taiwan Branch of Hong Kong Fonterra Brands (Far East) Limited on March 22, and in accordance with the mutual consent, the agreement would not be renewed after it expired on April 27, 2021.
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