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SFC — Annual Report 2022
Nov 11, 2022
51753_rns_2022-11-11_fac0f326-b93f-4a3d-b436-8b3b68dee07e.pdf
Annual Report
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Standard Foods Corporation and Subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021 and Independent Auditors’ Report
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2022 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 23, 2023
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Standard Foods Corporation
Opinion
We have audited the accompanying consolidated financial statements of Standard Foods Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, 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, 2022 and 2021, 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 audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of 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 consolidated financial statements for the year ended December 31, 2022. 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.
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The key audit matter identified in the Group’s consolidated financial statements for the year ended December 31, 2022 is stated as follows:
Estimate of Return Liability
Standard Foods Corporation and its subsidiaries in China mainly manufacture and sell nutrient-rich food, edible oil products, dairy products and beverages. Taking into account the current market conditions and the historical experience of its sales in the past, the Group 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:
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We obtained an understanding and tested the design and operating effectiveness of the key controls over the estimates of the return liability.
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We selected samples from the sales return transactions and inspected the correctness of the sales returns in the current year.
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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, 2022 and 2021, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
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Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of 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 Standard on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022 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 Han-Ni Fang.
Deloitte & Touche Taipei, Taiwan Republic of China March 23, 2023
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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STANDARD FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (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 32) 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 33) 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) Financial assets at amortized cost - non-current (Note 9) Property, plant and equipment (Notes 15 and 33) Right-of-use assets (Note 16) Investment properties (Notes 17 and 33) 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 (Note 19) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 20 and 33) 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 32) Other payables (Note 22) Current tax liabilities (Note 27) Lease liabilities - current (Note 16) Other current liabilities (Notes 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 |
2022 Amount % $ 4,348,255 16 1,286,801 5 184,359 1 1,061,060 4 9,223 - 4,965,650 18 4,737 - 516 - 307,080 1 588 - 5,658,738 20 1,258,577 4 109,597 - 19,195,181 69 8,721 - 359,217 1 1,807,854 7 4,282,791 15 590,816 2 762,361 3 558 - 110,260 - 430,159 2 4,930 - 619 - 375,946 1 8,734,232 31 $ 27,929,413 100 $ 2,928,175 10 - - 478,697 2 543,484 2 1,405,642 5 19,633 - 3,737,651 14 238,594 1 93,575 - 130,462 - 9,575,913 34 139,616 - 157,283 1 180,637 1 22,224 - 499,760 2 10,075,673 36 9,150,897 33 156,981 1 3,852,023 14 577,494 2 4,045,655 14 8,475,172 30 (250,528) (1) (21,182) - 17,511,340 63 342,400 1 17,853,740 64 $ 27,929,413 100 |
2021 | ||
|---|---|---|---|---|
| Amount % $ 3,748,069 14 1,174,960 4 313,940 1 1,936,561 7 18,370 - 5,699,413 20 7,290 - 3,576 - 218,409 1 4,765 - 5,701,129 20 1,527,503 5 97,350 - 20,451,335 72 7,235 - 507,240 2 716,466 3 4,333,681 15 652,121 2 785,735 3 558 - 102,423 - 437,485 2 20,455 - 6,143 - 268,263 1 7,837,805 28 $ 28,289,140 100 $ 1,372,463 5 259,855 1 509,315 2 859,254 3 1,895,397 7 19,472 - 3,440,103 12 397,210 1 89,117 - 141,994 1 8,984,180 32 323,661 1 230,856 1 242,050 1 31,176 - 827,743 3 9,811,923 35 9,150,897 32 144,066 1 3,606,189 13 577,494 2 4,769,802 17 8,953,485 32 (190,076) (1) (21,182) - 18,037,190 64 440,027 1 18,477,217 65 $ 28,289,140 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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STANDARD FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE Sales (Notes 25 and 32) OPERATING COSTS Cost of goods sold (Notes 12, 26 and 32) GROSS PROFIT OPERATING EXPENSES (Note 26) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES (Note 26) Interest income Other income Other gains Finance costs 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 |
2022 Amount % $ 28,922,800 100 22,564,224 78 6,358,576 22 3,740,658 13 964,825 3 171,538 1 38,700 - 4,915,721 17 1,442,855 5 132,393 - 50,891 - 46,893 - (61,953) - 168,224 - 1,611,079 5 366,971 1 1,244,108 4 59,562 - (277,623) (1) (14,419) - (232,480) (1) |
2021 | ||
|---|---|---|---|---|
| Amount % $ 34,307,044 100 26,075,184 76 8,231,860 24 4,054,211 11 1,023,005 3 177,876 1 (4,817) - 5,250,275 15 2,981,585 9 105,660 - 60,338 - 54,442 - (49,011) - 171,429 - 3,153,014 9 651,908 2 2,501,106 7 3,515 - 304,523 1 (2,148) - 305,890 1 |
(Continued)
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STANDARD FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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 |
2022 Amount % $ 155,074 1 (30,920) - 124,154 1 (108,326) - $ 1,135,782 4 $ 1,214,098 4 30,010 - $ 1,244,108 4 $ 1,199,905 4 (64,123) - $ 1,135,782 4 $ 1.34 $ 1.34 |
2021 | ||
|---|---|---|---|---|
| Amount % $ (51,015) - 10,163 - (40,852) - 265,038 1 $ 2,766,144 8 $ 2,456,628 7 44,478 - $ 2,501,106 7 $ 2,623,752 8 142,392 - $ 2,766,144 8 $ 2.70 $ 2.70 |
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The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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STANDARD FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
BALANCE AT JANUARY 1, 2021 Appropriation of 2020 earnings Legal 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, 2021 Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 BALANCE AT DECEMBER 31, 2021 Appropriation of 2021 earnings Legal reserve Cash dividends to shareholders Adjustment of capital surplus for the Company's cash dividends received by subsidiaries Changes in percentage of ownership interests in subsidiaries Decrease in non-controlling interests Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax Total comprehensive income for the year ended December 31, 2022 BALANCE AT DECEMBER 31, 2022 |
Equity Attributable to Owners of | Equity Attributable to Owners of | the Company | the Company | Total Non-controlling Interests $ 17,684,488 $ 331,139 - - (2,287,724) - 16,674 - - (33,504) 2,456,628 44,478 167,124 97,914 2,623,752 142,392 18,037,190 440,027 - - (1,738,670) - 12,672 - 243 - - (33,504) 1,214,098 30,010 (14,193) (94,133) 1,199,905 (64,123) $ 17,511,340 $ 342,400 |
Total Equity $ 18,015,627 - (2,287,724) 16,674 (33,504) 2,501,106 265,038 2,766,144 18,477,217 - (1,738,670) 12,672 243 (33,504) 1,244,108 (108,326) 1,135,782 $ 17,853,740 |
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| Ordinary Shares Capital Surplus $ 9,150,897 $ 127,392 - - - - - 16,674 - - - - - - - - 9,150,897 144,066 - - - - - 12,672 - 243 - - - - - - - - $ 9,150,897 $ 156,981 |
Retained Earnings | Total $ 8,782,873 - (2,287,724) - - 2,456,628 1,708 2,458,336 8,953,485 - (1,738,670) - - - 1,214,098 46,259 1,260,357 $ 8,475,172 |
Other Equity | Total Treasury Shares $ (355,492) $ (21,182) - - - - - - - - - - 165,416 - 165,416 - (190,076) (21,182) - - - - - - - - - - - - (60,452) - (60,452) - $ (250,528) $ (21,182) |
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| Exchange Differences on Translation of the Financial Statements of Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Foreign Operations Comprehensive Income $ (572,206) $ 216,714 - - - - - - - - - - (40,651) 206,067 (40,651) 206,067 (612,857) 422,781 - - - - - - - - - - - - 123,680 (184,132) 123,680 (184,132) $ (489,177) $ 238,649 |
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| Legal Reserve Special Reserve Unappropriated Earnings $ 3,287,022 $ 577,494 $ 4,918,357 319,167 - (319,167) - - (2,287,724) - - - - - - - - 2,456,628 - - 1,708 - - 2,458,336 3,606,189 577,494 4,769,802 245,834 - (245,834) - - (1,738,670) - - - - - - - - - - - 1,214,098 - - 46,259 - - 1,260,357 $ 3,852,023 $ 577,494 $ 4,045,655 |
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, 2022 AND 2021 (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 (reversed) 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 Net loss (gain) on disposal of property, plant and equipment Loss on disposal of investment 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 |
2022 $ 1,611,079 595,485 68,429 38,700 74,856 61,953 (132,393) (24,447) (1,684) - 5,592 (186,887) 9,448 744,175 2,553 (41,051) 92,932 284,590 (11,339) 5,524 (37,832) (328,804) (497,144) 161 272,543 (13,038) (3,125) 2,590,276 84,521 (61,387) (742,564) 1,870,846 (4,398,684) 4,192,025 (386,518) 7,775 (20,531) |
2021 $ 3,153,014 605,138 77,892 (4,817) 42,047 49,011 (105,660) (24,059) 20,862 259 (998) 276,351 (15,212) 565,283 1,721 5,990 (593,914) 45,750 (33,568) (2,622) (235,573) 768,540 (208,778) (1,054) 6,719 70,363 (33,751) 4,428,934 105,543 (49,624) (675,794) 3,809,059 (3,668,940) 2,744,087 (619,206) 3,968 (17,247) (Continued) |
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STANDARD FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| Acquisitions of right-of-use assets Decrease in finance lease receivables Increase in other financial assets Increase in other non-current assets Other dividends received Net cash used in 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 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 (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 |
2022 $ (16,377) 18,585 (131,696) (25,620) 24,447 (736,594) 1,549,193 - - (259,855) (90,904) - (9,272) (127) (1,759,502) (570,467) 36,401 600,186 3,748,069 $ 4,348,255 |
2021 $ - 2,917 (82,902) (53,969) 24,059 (1,667,233) - (467,003) 129,986 - (83,532) 11,112 - - (2,304,554) (2,713,991) (11,784) (583,949) 4,332,018 $ 3,748,069 |
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The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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STANDARD FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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 15, 2023.
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)
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.
- b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2023
| New IFRSs Amendments to IAS 1 “Disclosure of Accounting Policies” Amendments to IAS 8 “Definition of Accounting Estimates” Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction” |
Effective Date Announced by IASB |
|---|---|
| January 1, 2023 (Note 1) January 1, 2023 (Note 2) January 1, 2023 (Note 3) |
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Note 1: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
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Note 2: The amendments will be 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.
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Note 3: Except for deferred taxes that were recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments were applied prospectively to transactions that occurred on or after January 1, 2022.
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As of the date the consolidated financial statements were authorized for issue, the Group assessed that the application of the above standards and interpretations will not have a material impact on the consolidated financial position and financial performance.
- c. The IFRSs in issue but not yet endorsed and issued into effect by the FSC
| New IFRSs Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” Amendments to IFRS 16 “Leases Liability in a Sale and Leaseback” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 - Comparative Information” Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 1 “Non-current Liabilities with Covenants” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| To be determined by IASB January 1, 2024 (Note 2) January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2024 January 1, 2024 |
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Note 1: Unless stated otherwise, the above IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
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Note 2: A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16.
As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact of the application of the above standards and interpretations on the consolidated 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:
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1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
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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
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3) Level 3 inputs are unobservable inputs for the asset or liability.
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c. Classification of current and non-current assets and liabilities
Current assets include:
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1) Assets held primarily for the purpose of trading;
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2) Assets expected to be realized within twelve months after the reporting period; and
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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:
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1) Liabilities held primarily for the purpose of trading;
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2) Liabilities due to be settled within twelve months after the reporting period; and
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3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least twelve months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
- d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.
All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
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.
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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 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 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.
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On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.
- i. Goodwill
Goodwill arising from the acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment loss.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as cash-generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.
If goodwill has been allocated to a cash-generating unit and the entity disposes of an operation within that unit, the goodwill associated with the operation which is disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal, and is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.
-
j. Intangible assets
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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.
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k. Impairment of property, plant and equipment, right-of-use asset, investment properties, 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, 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 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.
- 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.
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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.
- iii. Investments in equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
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.
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c) Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
Before 2018, on derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. Starting from 2018, on derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
2) Equity instruments
Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
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.
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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.
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. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments and in-substance fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.
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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 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.
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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.
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.
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5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION
In the application of the Group’s accounting policies, management is required to make judgments, estimations and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant and are related to information that is not readily apparent from other sources. Actual results may differ from these estimates.
The Group considers the possible impact of the recent development of the COVID-19 and its economic environment implications when making its critical accounting estimates on cash flows, growth rates, discount rates, profitabilities, etc. 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 is 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 |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 1,587 2,772,146 1,574,522 $ 4,348,255 |
2021 $ 1,940 2,279,149 1,466,980 $ 3,748,069 |
The market rate intervals of cash in bank at the end of the reporting period were as follows:
| Bank balance |
December 31 |
|---|---|
| 2022 2021 0.001%-5.150% 0.001%-4.125% |
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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 Listed shares Mutual funds Note cash Financial assets at FVTPL-non-current Financial assets mandatorily classified as at FVTPL Non-derivative financial assets Listed shares Domestic unlisted shares |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 24,900 1,261,901 - $ 1,286,801 $ 6,662 2,059 $ 8,721 |
2021 $ - 1,146,721 28,239 $ 1,174,960 $ 4,991 2,244 $ 7,235 |
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 Investments in equity instruments at FVTOCI Current Listed shares and emerging market shares Ordinary shares - Far Eastern International Bank Ordinary shares - Chunghwa Telecom Co., Ltd Ordinary shares - Formosa Plastics Corporation |
December 31 | |
|---|---|---|
| 2022 2021 $ 184,359 $ 313,940 $ 359,217 $ 507,240 December 31 |
||
| 2022 2021 $ 16,135 $ 15,523 5,492 5,662 7,937 9,510 (Continued) |
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Ordinary shares - China Steel Corporation Ordinary shares - Polytronics Technology Corp. Ordinary shares - Taiwan Semiconductor Manufacturing Co., Ltd. Non-current Listed shares and emerging market shares Ordinary shares - GeneFerm Biotechnology Co., Ltd. Unlisted shares Ordinary shares - Dah Chung Bills Finance Corp. Ordinary shares - InnoComm Mobile Technology Corp. Ordinary shares - AsiaVest Liquidation Co. |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 23,937 90,493 40,365 $ 184,359 $ 143,508 15,549 199,152 1,008 $ 359,217 |
2021 $ 28,395 199,500 55,350 $ 313,940 $ 95,136 17,129 393,948 1,027 $ 507,240 (Concluded) |
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.
9. FINANCIAL ASSETS AT AMORTIZED COST
| Current Time deposits with original maturities of more than 3 months Non-current Time deposits with original maturities of more than 3 months |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 1,061,060 $ 1,807,854 |
2021 $ 1,936,561 $ 716,466 |
The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 0.76%-5.25% and 0.40%-4.13% per annum as of December 31, 2022 and 2021, respectively.
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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 Others |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 9,223 $ 5,025,105 (59,455) $ 4,965,650 $ 66,902 240,178 $ 307,080 |
2021 $ 18,370 $ 5,722,846 (23,433) $ 5,699,413 $ 19,100 199,309 $ 218,409 |
The average credit period of receivables from sales of goods was 30-90 days. In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts.
The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix 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, 2022
Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost |
Not Past Due 0.12% $ 4,492,449 (5,350) $ 4,487,099 |
Less than 30 Days 2.89% $ 214,865 (6,206) $ 208,659 |
31 to 90 Days 91 to 180 Days Over 180 Days 4.98% 12.66% 92.23% $ 146,754 $ 157,919 $ 22,341 (7,304) (19,989) (20,606) $ 139,450 $ 137,930 $ 1,735 |
Total $ 5,034,328 (59,455) $ 4,974,873 |
|---|---|---|---|---|
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December 31, 2021
Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost |
Not Past Due 0.02% $ 5,148,907 (1,237) $ 5,147,670 |
Less than 30 Days 0.96% $ 115,592 (1,106) $ 114,486 |
31 to 90 Days 91 to 180 Days Over 180 Days 1.32% 11.66% 56.74% $ 415,704 $ 42,173 $ 18,840 (5,484) (4,916) (10,690) $ 410,220 $ 37,257 $ 8,150 |
Total $ 5,741,216 (23,433) $ 5,717,783 |
|---|---|---|---|---|
The movements of the loss allowance of notes receivables and trade receivables were as follows:
Balance at January 1 Add: Net remeasurement of loss allowance Less: 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 2022 2021 $ 23,433 $ 32,487 38,700 - - (4,817) (3,166) (3,828) 488 (409) $ 59,455 $ 23,433 |
For the Year Ended December 31 2022 2021 $ 23,433 $ 32,487 38,700 - - (4,817) (3,166) (3,828) 488 (409) $ 59,455 $ 23,433 |
For the Year Ended December 31 2022 2021 $ 23,433 $ 32,487 38,700 - - (4,817) (3,166) (3,828) 488 (409) $ 59,455 $ 23,433 |
|---|---|---|---|
| 2022 $ 23,433 38,700 - (3,166) 488 $ 59,455 |
2021 $ 32,487 - (4,817) (3,828) (409) $ 23,433 |
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 ** | |
|---|---|---|---|
| 2022 $ 571 1,095 1,143 1,143 1,659 - 5,611 (165) $ 5,446 |
2021 $ 4,700 4,800 4,800 4,800 4,800 3,800 27,700 (3,669) $ 24,031 |
As of December 31, 2022, 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.
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12. INVENTORIES
| Merchandise Finished goods Work in progress Raw materials Packing materials |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 470,926 2,196,524 909,042 1,996,324 85,922 $ 5,658,738 |
2021 $ 389,687 2,300,070 736,022 2,198,038 77,312 $ 5,701,129 |
The cost of inventories recognized as cost of goods sold for the year ended December 31, 2022 included loss on write-downs of inventories of $71,280 thousand and loss on abandoned inventories of $41,105 thousand. The cost of inventories recognized as cost of goods sold for the year ended December 31, 2021 included write-down of inventories of $64,547 thousand and loss on abandoned inventories of $36,587 thousand.
13. PREPAYMENTS
| Prepayments for purchases Prepayments for rent Prepayments for insurance Excess business tax paid Prepayments for advertisements Others |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 824,247 3,535 1,089 156,193 9,628 263,885 $ 1,258,577 |
2021 $ 1,045,918 5,317 974 234,419 25,870 215,005 $ 1,527,503 |
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 Standard Foods, LLC. Sale of health food |
Proportion of Ownership December 31 2022 2021 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 - (Continued) |
|---|---|
- 28 -
Investor Investee Main Business The Company Standard Great Foods Singapore PTE. LTD. Food business 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 New Vitality Health Technology (Group) Co., Ltd. (“Shanghai New Vitality”) Sale of nutritional foods, cosmetic and engage in import and export business Hong Kong Standard Shanghai Le Ming Industrial Co., Ltd. (“Shanghai Le Ming”) Management of properties Hong Kong Standard Shanghai Le Ho Industrial Co., Ltd. (“Shanghai Le Ho”) Management of properties China Standard Investment Standard Foods (China) Co., Ltd. (“China Standard Foods”) Manufacture and sale of edible oils and nutritious foods China Standard Investment Shanghai Dermalab Corporation (“Shanghai Dermalab”) Sale of nutritional foods, cosmetic and engage in import and export business The Company and China Standard Investment Shanghai Le Ben Tuo Health Technology Co., Ltd. (“Shanghai Le Ben Tuo”) Sale of nutritional foods and engage in import and export business China Standard Investment Standard Foods (Xiamen) Co., Ltd. (“Xiamen Standard") Manufacture and sale of edible oils and nutritious foods Shanghai New Vitality Shanghai Dermalab Corporation (“Shanghai Dermalab”) Sale of nutritional foods, cosmetic and engage in import and export business Shanghai New Vitality Shanghai Le Ben Tuo Health Technology Co., Ltd. (“Shanghai Le Ben Tuo”) Sale of nutritional foods and engage in import and export business Shanghai New Vitality Shanghai Le Ben De Health Technology Co., Ltd. (“Shanghai Le Ben De”) Technical consultant on health technology, technical transfer and technical service |
Proportion of Ownership December 31 2022 2021 Remark 100.0 - In November 2022, the Company invested SGD $14 thousand and established Standard Great Foods Singapore PTE. LTD. 100.0 100.0 - - 100.0 Accession Limited transferred its equity interest to Shanghai New Vitality through the restructuring of the organization in December 2022. 100.0 100.0 Accession Limited invested Dermalab CHF $1,450 thousand in March 2021 100.0 100.0 - 100.0 100.0 - 99.0 99.0 - 99.0 - Hong Kong Standard invested RMB $99,000 thousand in Shanghai New Vitality in November 2022. 100.0 100.0 - 100.0 100.0 - 100.0 100.0 - - 100.0 China Standard Investment transferred its equity interest to Shanghai New Vitality through the restructuring of the organization in December 2022. - 100.0 The Company and China Standard Investment transferred its equity interest to Shanghai New Vitality through restructuring of the organization in December 2022. 100.0 100.0 - 100.0 - Shanghai New Vitality took over the equity interest from China Standard Investment through the restructuring of the organization in December 2022. 100.0 - Shanghai New Vitality took over the equity interest from the company and China Standard Investment through the restructuring of the organization in December 2022. 100.0 - Shanghai New Vitality took over the equity interest from Accession Limited through the restructuring of the organization in December 2022. (Concluded) |
|---|---|
15. PROPERTY, PLANT AND EQUIPMENT
Cost Balance at January 1, 2021 Additions Disposals Reclassified Transferred from investment properties Effects of foreign currency exchange differences Balance at December 31, 2021 |
Freehold Land $ 705,345 - - 10,805 - - $ 716,150 |
Buildings $ 3,392,715 - (59,058 ) 72,387 36,012 (7,961) $ 3,434,095 |
Equipment $ 4,168,193 4,240 (169,035 ) 167,977 - (4,921) $ 4,166,454 |
Other Equipment $ 574,828 2,047 (33,515 ) 51,126 - (1,601) $ 592,885 |
Property in Construction Total $ 127,003 $ 8,968,084 612,919 619,206 (1,209 ) (262,817 ) (302,295 ) - - 36,012 29 (14,454) $ 436,447 $ 9,346,031 (Continued) |
|---|---|---|---|---|---|
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Accumulated depreciation and impairment Balance at January 1, 2021 Disposals Depreciation expenses Transferred from investment properties Effects of foreign currency exchange differences Balance at December 31, 2021 Carrying amount at December 31, 2021 Cost Balance at January 1, 2022 Additions Disposals Reclassified Transferred to investment property Effects of foreign currency exchange differences Balance at December 31, 2022 Accumulated depreciation and impairment Balance at January 1, 2022 Disposals Depreciation expenses Transferred to investment property Effects of foreign currency exchange differences Balance at December 31, 2022 Carrying amount at December 31, 2022 |
Freehold Land $ - - - - - - $ - $ 716,150 $ 716,150 - - 278,470 - - $ 994,620 $ - - - - - - $ - $ 994,620 |
Buildings $ 1,410,765 (48,168 ) 160,426 - 17,526 (2,125) $ 1,538,424 $ 1,895,671 $ 3,434,095 11,696 (3,808 ) 92,249 (23,788 ) 27,914 $ 3,538,358 $ 1,538,424 (2,745 ) 158,307 1,011 (18,876 ) 8,576 $ 1,684,697 $ 1,853,661 |
Equipment $ 2,914,753 (158,090 ) 268,424 (109 ) - (2,204) $ 3,022,774 $ 1,143,680 $ 4,166,454 - (55,283 ) 100,132 - 18,087 $ 4,229,390 $ 3,022,774 (50,438 ) 251,607 (426 ) - 9,239 $ 3,232,756 $ 996,634 |
Other Equipment $ 440,921 (31,729 ) 42,877 109 - (1,026) $ 451,152 $ 141,733 $ 592,885 1,403 (31,768 ) 51,015 - 4,383 $ 617,918 $ 451,152 (31,585 ) 46,354 (585 ) - 3,233 $ 468,569 $ 149,349 |
Property in Construction Total $ - $ 4,766,439 - (237,987 ) - 471,727 - - - 17,526 - (5,355) $ - $ 5,012,350 $ 436,447 $ 4,333,681 $ 436,447 $ 9,346,031 373,419 386,518 - (90,859 ) (521,866 ) - - (23,788 ) 527 50,911 $ 288,527 $ 9,668,813 $ - $ 5,012,350 - (84,768 ) - 456,268 - - - (18,876 ) - 21,048 $ - $ 5,386,022 $ 288,527 $ 4,282,791 (Concluded) |
|---|---|---|---|---|---|
No impairment assessment was performed for the years ended December 31, 2022 and 2021 since there was no indication of impairment.
The depreciation expenses 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 33 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 ** | |
|---|---|---|---|
| 2022 $ 396,328 187,883 1,665 4,940 $ 590,816 For the Year Ended |
2021 $ 386,459 259,442 348 5,872 $ 652,121 December 31 |
||
| 2022 $ 56,783 $ 12,689 83,533 376 4,226 $ 100,824 |
2021 $ 196,069 $ 12,414 77,229 96 6,125 $ 95,864 |
b. Lease liabilities
| Carrying amounts Current Non-current |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 93,575 $ 157,283 |
2021 $ 89,117 $ 230,856 |
Range of discount rates for lease liabilities was as follows:
| Land Buildings Office equipment Transportation equipment |
December 31 |
|---|---|
| 2022 2021 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%-3.77% |
- 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.
- 31 -
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 ** |
|---|---|---|---|
| 2022 $ 93,766 $ 933 $ 80 $ (192,400) |
2021 $ 100,631 $ 2,789 $ 78 $ (195,533) |
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, 2021 Transfers to property, plant and equipment Effects of foreign currency exchange differences Balance at December 31, 2021 Accumulated depreciation and impairment Balance at January 1, 2021 Depreciation expenses Transfers to property, plant and equipment Effects of foreign currency exchange differences Balance at December 31, 2021 Carrying amount at December 31, 2021 Cost Balance at January 1, 2022 Transfers from property, plant and equipment Effects of foreign currency exchange differences Balance at December 31, 2022 |
Completed Investment Properties $ 1,009,740 (36,012) (3,456) $ 970,272 $ 169,797 37,107 (17,526) (447) $ 188,931 $ 781,341 $ 970,272 23,788 11,878 $ 1,005,938 |
Right-of-use Assets $ 5,635 - (23) $ 5,612 $ 781 440 - (3) $ 1,218 $ 4,394 $ 5,612 - 81 $ 5,693 |
Total $ 1,015,375 (36,012) (3,479) $ 975,884 $ 170,578 37,547 (17,526) (450) $ 190,149 $ 785,735 $ 975,884 23,788 11,959 $ 1,011,631 (Continued) |
|---|---|---|---|
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| Accumulated depreciation and impairment Balance at January 1, 2022 Depreciation expenses Transfers from property, plant and equipment Effects of foreign currency exchange differences Balance at December 31, 2022 Carrying amount at December 31, 2022 |
Completed Investment Properties $ 188,931 37,942 18,876 1,839 $ 247,588 $ 758,350 |
Right-of-use Assets $ 1,218 451 - 13 $ 1,682 $ 4,011 |
Total $ 190,149 38,393 18,876 1,852 $ 249,270 $ 762,361 (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
Some of the Group’s investment properties are located in Suzhou City, Jiangsu Province, China. Because the location is an industrial zone, there is no price available of similar properties for comparison in the market. Therefore, the Group cannot obtain a reliable alternative to estimate and determine the fair value
In addition to the above, the fair values of the investment properties were $1,142,323 thousand and $1,129,067 thousand as of December 31, 2022 and 2021, 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 33.
18. INTANGIBLE ASSETS
| Trademark Cost Balance at January 1, 2021 $ 261,737 Additions 59 Disposals (185) Effects of foreign currency exchange differences (3,134) Balance at December 31, 2021 $ 258,477 |
Computer Software $ 225,239 17,188 - (3) $ 242,424 |
Total $ 486,976 17,247 (185) (3,137) $ 500,901 (Continued) |
|---|---|---|
- 33 -
| Trademark Accumulated amortization and impairment Balance at January 1, 2021 $ 170,665 Disposals (185) Amortization expenses 4,790 Effects of foreign currency exchange differences 2,366 Balance at December 31, 2021 $ 177,636 Carrying amount at December 31, 2021 $ 80,841 Cost Balance at January 1, 2022 $ 258,477 Additions 375 Disposals (291) Effects of foreign currency exchange differences 6,398 Balance at December 31, 2022 $ 264,959 Accumulated amortization and impairment Balance at January 1, 2022 $ 177,636 Disposals (291) Amortization expenses 5,039 Effects of foreign currency exchange differences (901) Balance at December 31, 2022 $ 181,483 Carrying amount at December 31, 2022 $ 83,476 |
Computer Software $ 210,920 - 9,924 (2) $ 220,842 $ 21,582 $ 242,424 20,156 (742) 16 $ 261,854 $ 220,842 (742) 14,954 16 $ 235,070 $ 26,784 |
Total $ 381,585 (185) 14,714 2,364 $ 398,478 $ 102,423 $ 500,901 20,531 (1,033) 6,414 $ 526,813 $ 398,478 (1,033) 19,993 (885) $ 416,553 $ 110,260 (Concluded) |
|---|---|---|
No impairment assessment was performed for the years ended December 31, 2022 and 2021 as there was no indication of impairment.
The amortization expenses on a straight-line basis over the following estimated lives:
Trademark Computer software
10-20 years 2-3 years
- 34 -
19. OTHER ASSETS
| Current Pledge time deposits (Note 33) Advances to officers Temporary payments Right to recover a product Others Non-current Prepayments for equipment Refundable deposits Others |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 9,904 29,217 10 70,445 21 $ 109,597 $ 12,834 271,840 91,272 $ 375,946 |
2021 $ 4,019 17,340 9 75,190 792 $ 97,350 $ 29,583 139,038 99,642 $ 268,263 |
20. BORROWINGS
a. Short-term borrowings
| Secured borrowings (Note 34) Bank loans Unsecured borrowings Bank loans |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 202,178 2,725,997 $ 2,928,175 |
2021 $ 200,000 1,172,463 $ 1,372,463 |
The range of interest rates on bank loans was 1.73%-2.80% and 1.10%-3.00% per annum as of December 31, 2022 and 2021, respectively.
- b. Short-term bills payable
| Commercial paper Less: Unamortized discount on bills payable |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ - - $ - |
2021 $ 260,000 (145) $ 259,855 |
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Outstanding short-term bills payable were as follows:
December 31, 2021
| Financial Institutions Commercial paper Mega Bills Finance Co., Ltd. Taiwan Cooperative Financial Holding Co., Ltd. International Bills Finance Corp. Dah Chung Bills Finance Corp. Taiwan Bills Finance Corp. |
Nominal Amount $ 50,000 50,000 60,000 50,000 50,000 $ 260,000 |
Discount Amount $ (10) (28) (5) (70) (32) $ (145) |
Carrying Amount Interest Rate Collateral $ 49,990 1.19% - 49,972 1.19% - 59,995 1.19% - 49,930 1.39% - 49,968 1.29% - $ 259,855 |
Carrying Amount of Collateral $ - - - - - $ - |
|---|---|---|---|---|
21. NOTES PAYABLE AND TRADE PAYABLES
| Notes payable Operating Trade payables Operating |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 543,484 $ 1,405,642 |
2021 $ 859,254 $ 1,895,397 |
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.
22. OTHER LIABILITIES
| Current Other payables Payable for salaries and bonuses Payable for compensation of employees Payable for remuneration of directors Payable for commission and rebates |
December 31 |
|---|---|
| 2022 2021 $ 418,811 $ 450,726 19,470 38,903 8,237 16,716 1,593,054 1,343,638 (Continued) |
- 36 -
| 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 ** | |
|---|---|---|---|
| 2022 $ 285,252 25,917 64,997 74,402 1,247,511 $ 3,737,651 $ 1,771 113,120 15,571 $ 130,462 $ 22,224 - $ 22,224 |
2021 $ 218,665 24,817 99,060 89,108 1,158,470 $ 3,440,103 $ 2,349 120,465 19,180 $ 141,994 $ 31,055 121 $ 31,176 (Concluded) |
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.
- 37 -
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 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:
| Present value of funded defined benefit obligation Fair value of plan assets Net defined benefit liabilities |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 592,117 (412,099) $ 180,018 |
2021 $ 672,049 (436,142) $ 235,907 |
Movements in net defined benefit liabilities (assets) were as follows:
| Present Value | Net Defined | ||
|---|---|---|---|
| of the Defined | Benefit | ||
| Benefit | Fair Value of | Liabilities | |
| Obligation | the Plan Assets | (Assets) | |
| Balance at January 1, 2021 | $ 719,471 |
$ (442,291) |
$ 277,180 |
| Service cost | |||
| Current service cost | 10,361 | - | 10,361 |
| Net interest expense (income) | 3,324 |
(2,102) |
1,222 |
| Recognized in profit or loss | 13,685 |
(2,102) |
11,583 |
| Remeasurement | |||
| Return on plan assets (excluding amounts | |||
| included in net interest) | - | (9,618) | (9,618) |
| Actuarial loss - changes in demographic | |||
| assumptions | 12,609 | - | 12,609 |
| Actuarial gain - changes in financial | |||
| assumptions | (3,125) | - | (3,125) |
| Actuarial gain - experience adjustments | (3,381) |
- |
(3,381) |
| Recognized in other comprehensive income | 6,103 |
(9,618) |
(3,515) |
| Contributions from the employer | - |
(47,823) |
(47,823) |
| Contributions from plan participants | 2,673 |
(2,673) |
- |
| Benefits paid | (65,065) |
65,065 |
- |
| Exchange differences | (4,818) |
3,300 |
(1,518) |
| Balance at December 31, 2021 | 672,049 |
(436,142) |
235,907 |
(Continued)
- 38 -
| Present Value | Present Value | Net Defined | Net Defined | |||
|---|---|---|---|---|---|---|
| of the Defined | Benefit | |||||
| Benefit | Fair Value of | Liabilities | ||||
| Obligation | the Plan Assets | (Assets) | ||||
| Service cost | ||||||
| Current service cost | $ | 7,617 |
$ | - |
$ | 7,617 |
| Net interest expense (income) | 3,342 |
(2,268) |
1,074 | |||
| Recognized in profit or loss | 10,959 |
(2,268) |
8,691 | |||
| Remeasurement | ||||||
| Return on plan assets (excluding amounts | ||||||
| included in net interest) | - | (22,385) | (22,385) | |||
| Actuarial loss - changes in demographic | ||||||
| assumptions | 1,531 | - | 1,531 | |||
| Actuarial gain - changes in financial | ||||||
| assumptions | (52,548) | - | (52,548) | |||
| Actuarial gain - experience adjustments | 13,840 |
- |
13,840 | |||
| Recognized in other comprehensive income | (37,177) |
(22,385) |
(59,562) | |||
| Contributions from the employer | - |
(13,445) |
(13,445) | |||
| Contributions from plan participants | 3,720 |
(3,720) |
- | |||
| Benefits paid | (54,824) |
54,824 |
- | |||
| Exchange differences | 7,343 |
(6,009) |
1,334 | |||
| Others | (9,953) |
17,046 |
7,093 | |||
| Balance at December 31, 2022 | $ | 592,117 |
$ (412,099) |
$ | 180,018 | |
| (Concluded) |
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 |
|---|---|
| 2022 2021 1.125%-2.100% 0.375%-0.650% 0.500%-3.250% 0.500%-3.000% |
- 39 -
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 ** | |
|---|---|---|---|
| 2022 $ (13,898) $ 14,388 $ 12,191 $ (11,831) |
2021 $ (16,991) $ 17,718 $ 15,118 $ (14,821) |
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 ** | |
|---|---|---|---|
| 2022 2021 $ 17,164 $ 44,203 1.0-12.5 years 1.0-14.7 years |
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 ** | |
|---|---|---|---|
| 2022 920,000 $ 9,200,000 915,089 $ 9,150,897 |
2021 920,000 $ 9,200,000 915,089 $ 9,150,897 |
2) Global depositary receipts
As of December 31, 2022, 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. Holders of the GDRs may request at any time that the shares represented by the GDRs be transferred to them.
- 40 -
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 | |
|---|---|---|---|
| 2022 $ 1 156,271 709 $ 156,981 |
2021 $ 1 143,599 466 $ 144,066 |
-
1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).
-
2) Such capital surplus arises from the effect of changes in ownership interests in subsidiaries that result from equity transactions other than actual disposals or acquisitions, or from changes in capital surplus of subsidiaries accounted for using the equity method.
-
c. Retained earnings and dividend policy
Under the dividend policy as set forth in the amended Articles, where the Company made profit in a fiscal year, the profit shall be appropriated from (less any paying taxes and deficit):
-
1) 10% thereof as legal reserve;
-
2) Special reserve provided or reversed in accordance with the regulations;
-
3) 30% to 100% of this the sum of the remainder and prior years’ unappropriated earnings as dividends.
The Company’s Articles of Incorporation also prescribe that 30% to 100% of dividends shall be paid in cash; however, if the Company has major investment plans for which external funds are not available, the percentage may be lowered to 5% to 20%. The distribution plan shall be proposed by the Company’s board of directors and resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders. For the policies on distribution of the compensation of employees and remuneration of directors after amendment, refer to Note 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.
- 41 -
The appropriations of earnings 2021 and 2020 approved in the shareholders’ meetings on June 16, 2022 and July 22, 2021, respectively, were as follows:
Legal reserve Cash dividends Cash dividends per share (NT$) |
Appropriation of Earnings | Appropriation of Earnings | Appropriation of Earnings |
|---|---|---|---|
| For the Year Ended December 31 | |||
| 2021 $ 245,834 $ 1,738,670 $1.9 |
2020 $ 319,167 $ 2,287,724 $2.5 |
The appropriations of earnings for 2022 were proposed by the Company’s board of directors on March 15, 2023. The appropriations and dividends per share were as follows:
| For the Year | For the Year | |
|---|---|---|
| Ended | ||
| December 31, | ||
| 2022 | ||
| Legal reserve | $ | 126,036 |
| Cash dividends | $ | 1,180,466 |
| Cash dividends per share (NT$) | $1.29 |
The appropriations of earnings for 2022 are subject to the resolution of the shareholders in their meeting to be held on June 16, 2023.
- d. Special reserve
Balance at January 1 and December 31 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 577,494 |
2021 $ 577,494 |
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 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ (612,857) 123,680 123,680 $ (489,177) |
2021 $ (572,206) (40,651) (40,651) $ (612,857) |
- 42 -
2) Unrealized (loss) gain on financial assets at FVTOCI
Balance at January 1 Recognized for the year Unrealized (loss) gain - equity instruments Other comprehensive income recognized for the year Balance at December 31 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 422,781 (184,132) (184,132) $ 238,649 |
2021 $ 216,714 206,067 206,067 $ 422,781 |
- 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 (loss) gain 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 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 440,027 30,010 474 (93,483) (1,124) - (33,504) $ 342,400 |
2021 $ 331,139 44,478 (201) 98,459 (430) 86 (33,504) $ 440,027 |
- g. Treasury shares
| Shares Held by | |
|---|---|
| Subsidiaries (In | |
| Thousands of | |
| Purpose of Buy-back | Shares) |
| Number of shares at December 31, 2022 and January 1, 2022 | 6,669 |
| Number of shares at December 31, 2021 and January 1, 2021 | 6,669 |
For the purpose of maintaining the Company’s credit and shareholders’ equity, the Company’s shares held by its subsidiaries at the end of the reporting periods were as follows:
| Name of Subsidiary Number of Shares Held (In Thousands of Shares) December 31, 2022 Chang Hui 6,669 December 31, 2021 Chang Hui 6,669 |
Carrying Amount Market Price $ 21,182 $ 265,778 $ 21,182 $ 352,815 |
|---|---|
- 43 -
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 | the Year Ended December 31 | the Year Ended December 31 | ||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| Revenue from contracts with customers | ||||||||
| Revenue from sale of goods | $ | 28,922,800 |
$ | 34,307,044 | ||||
| a. Contract balances | ||||||||
| December 31, | December 31, | |||||||
| 2022 | 2021 |
January 1, 2021 | ||||||
| Notes receivable (Note 10) | $ | 9,223 |
$ | 18,370 |
$ | 3,154 |
||
| Trade receivables (Note 10) | $ | 5,025,105 |
$ | 5,722,846 |
$ | 6,328,068 | ||
| Trade receivables from related | parties | |||||||
| (Note 32) | $ | 4,737 |
$ | 7,290 |
$ | 9,011 |
||
| Contract liabilities - current | ||||||||
| Sale of goods | $ | 478,697 |
$ | 509,315 |
$ | 748,044 |
||
| b. Disaggregation of revenue | ||||||||
| Reportable Segments | ||||||||
| Nutritious | Cooking | |||||||
| Foods | Products | Others | Total | |||||
| For the year ended | ||||||||
| December 31, 2022 | ||||||||
| Types of goods or services | ||||||||
| Sale of goods | $ | 10,562,341 |
$ 14,232,888 | $ | 4,127,571 |
$ | 28,922,800 | |
| For the year ended | ||||||||
| December 31, 2021 | ||||||||
| Types of goods or services | ||||||||
| Sale of goods | $ | 11,076,849 |
$ 17,783,808 | $ | 5,446,387 |
$ | 34,307,044 |
- 44 -
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 ** |
|---|---|---|---|
| 2022 $ 44,245 86,562 - 1,586 $ 132,393 |
2021 $ 50,425 53,948 72 1,215 $ 105,660 |
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 gain (loss) on disposal of property, plant and equipment Government grants Others 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 ** |
|---|---|---|---|
| 2022 2021 $ 25,206 $ 35,073 1,238 1,206 26,444 36,279 24,447 24,059 $ 50,891 $ 60,338 For the Year Ended December 31 |
|||
| 2022 2021 $ (74,856) $ (42,047) 71,082 (4,488) 1,684 (20,862) 28,538 29,333 20,445 92,506 $ 46,893 $ 54,442 **For the Year Ended December 31 ** |
|||
| 2022 $ 52,797 2,117 6,717 322 $ 61,953 |
2021 $ 38,606 1,412 8,503 490 $ 49,011 |
c. Other gains and losses
d. Finance costs
- 45 -
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 |
For the Year Ended | For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|---|
| 2022 $ 38,700 $ 71,280 **For the Year Ended ** |
2021 $ (4,817) $ 64,547 **December 31 ** |
|||
| 2022 $ 394,840 162,252 38,393 $ 595,485 $ 28,598 39,831 $ 68,429 For the Year Ended |
2021 $ 402,657 164,934 37,547 $ 605,138 $ 26,359 51,533 $ 77,892 December 31 |
|||
| 2022 $ 445 573 $ 1,018 For the Year Ended |
2021 $ 3,491 596 $ 4,087 December 31 |
|||
| 2022 $ 152,658 8,691 161,349 2,477,030 $ 2,638,379 |
2021 $ 175,604 11,583 187,187 2,615,885 $ 2,803,072 (Continued) |
- 46 -
An analysis of employee benefits expense by function Operating costs Operating expenses |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2022 $ 910,712 1,727,667 $ 2,638,379 |
2021 $ 956,668 1,846,404 $ 2,803,072 (Concluded) |
- 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, 2022 and 2021, which were approved by the Company’s board of directors on March 15, 2023 and March 21, 2022, respectively, were as follows:
Accrual rate
Compensation of employees Remuneration of directors Amount |
For the Year Ended December 31 |
|---|---|
| 2022 2021 1.30% 1.28% 0.55% 0.55% |
Compensation of employees Remuneration of directors |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2022 Cash $ 19,470 8,237 |
2021 | |
| Cash $ 38,903 16,716 |
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, 2021 and 2020.
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 ** |
|---|---|---|---|
| 2022 $ 206,582 (135,500) $ 71,082 |
2021 $ 85,802 (90,290) $ (4,488) |
- 47 -
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 |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2022 $ 569,308 24,431 (5,498) 588,241 (221,270) $ 366,971 |
2021 $ 704,066 29,359 (41,020) 692,405 (40,497) $ 651,908 |
A reconciliation of accounting profit and income tax expenses is as follows:
Profit before tax Income tax expense calculated at the statutory rate Nondeductible expenses in determining taxable income Tax-exempt income Unrecognized deductible temporary differences and loss carryforwards Income tax on unappropriated earnings Adjustments for prior years’ tax Income tax expense recognized in profit or loss 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 ** |
|---|---|---|---|
| 2022 2021 $ 1,611,079 $ 3,153,014 $ 417,042 $ 702,350 26,871 26,087 (82,187) (71,006) (13,688) 6,138 24,431 29,359 (5,498) (41,020) $ 366,971 $ 651,908 **For the Year Ended December 31 ** |
|||
| 2022 $ 30,920 (8) 14,427 $ 45,339 |
2021 $ (10,163) (3) 2,151 $ (8,015) |
b. Income tax recognized in other comprehensive income
- 48 -
c. Current tax assets and liabilities
| Current tax assets Tax refund receivable Current tax liabilities Income tax payable |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 588 $ 238,594 |
2021 $ 4,765 $ 397,210 |
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, 2022
| 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 | $ 72,841 | $ | 6,048 |
$ | - | $ | - | $ 78,889 | |
| Exchange differences on | |||||||||
| translation of the financial | |||||||||
| statements of foreign | |||||||||
| operations | 153,212 | - | (30,920 ) | - | 122,292 | ||||
| Defined benefit plans | 84,783 | (519 ) | (14,231 ) | 241 | 70,274 | ||||
| Advertisement payable | 53,208 | - | - | 762 | 53,970 | ||||
| Deferred sales returns and | |||||||||
| allowances | 12,591 | 5,219 | - | - | 17,810 | ||||
| Allowance for inventory loss | 10,401 | 20,696 | - | - | 31,097 | ||||
| Financial assets measured at cost | 43,872 |
- | 8 | - | 43,880 | ||||
| Others | 6,577 |
5,301 | - | 69 | 11,947 |
||||
| $ 437,485 | $ | 36,745 | $ | (45,143) | $ | 1,072 | $ 430,159 | ||
| Deferred tax liabilities | |||||||||
| Temporary differences | |||||||||
| Investments accounted for using | |||||||||
| the equity method | $ 282,867 | $ | (182,913 ) | $ | - | $ | - | $ 99,954 | |
| Reserve for land value increment | |||||||||
| tax | 33,685 | - | - | - | 33,685 | ||||
| Defined benefit plans | 4,110 | (2,809 ) | 196 | - | 1,497 | ||||
| Others | 2,999 |
1,197 | - | 284 | 4,480 |
||||
| $ 323,661 | $ | (184,525) | $ | 196 |
$ | 284 | $ 139,616 |
- 49 -
For the year ended December 31, 2021
| 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 | $ 49,881 | $ 22,960 | $ | - |
$ | - | $ 72,841 |
| Exchange differences on | |||||||
| translation of the financial | |||||||
| statements of foreign | |||||||
| operations | 143,049 | - | 10,163 | - | 153,212 | ||
| Defined benefit plans | 89,251 | (3,502 ) | (677 ) | (289 ) | 84,783 | ||
| Advertisement payable | 53,425 | - | - | (217 ) | 53,208 | ||
| Deferred sales returns and | |||||||
| allowances | 11,225 | 1,366 | - | - | 12,591 | ||
| Allowance for inventory loss | 8,570 | 1,831 | - | - | 10,401 | ||
| Financial assets measured at cost | 43,869 |
- | 3 | - | 43,872 | ||
| Others | 17,857 |
(11,231) |
- | (49) | 6,577 |
||
| $ 417,127 | $ 11,424 | $ | 9,489 |
$ | (555) | $ 437,485 | |
| Deferred tax liabilities | |||||||
| Temporary differences | |||||||
| Investments accounted for using | |||||||
| the equity method | $ 307,620 | $ (24,753 ) | $ | - |
$ | - | $ 282,867 |
| Reserve for land value increment | |||||||
| tax | 33,685 | - | - | - | 33,685 | ||
| Defined benefit plans | 2,884 | (248 ) | 1,474 | - | 4,110 | ||
| Others | 7,139 |
(4,072) |
- | (68) | 2,999 |
||
| $ 351,328 | $ (29,073) | $ | 1,474 |
$ | (68) | $ 323,661 |
- 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 2022 Expiry in 2023 Expiry in 2024 Expiry in 2025 Expiry in 2026 Expiry in 2027 Deductible temporary differences |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ - 65,536 75,162 75,874 59,663 171,107 $ 447,342 $ 74,684 |
2021 36,989 63,104 74,100 74,541 150,234 - $ 398,968 $ 570,709 |
- f. Income tax assessments
The income tax returns of the Company, Standard Dairy Products, Charng Hui, Standard Beverage and Domex Technology for the year ended December 31, 2020 have been assessed by the tax authorities.
- 50 -
28. EARNINGS PER SHARE
Unit: NT$ Per Share
Basic earnings per share Diluted earnings per share |
**For ** | the Year Ended December 31 | the Year Ended December 31 |
|---|---|---|---|
| 2022 $ 1.34 $ 1.34 |
2021 $ 2.70 $ 2.70 |
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 ** |
|---|---|---|---|
| 2022 $ 1,214,098 |
2021 $ 2,456,628 |
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 ** |
|---|---|---|---|
| 2022 908,420 690 909,110 |
2021 908,420 968 909,388 |
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 will be 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. CASH FLOWS INFORMATION
Changes in liabilities from financing activities:
For the year ended December 31, 2022
| Opening Balance Cash Flows Short-term borrowings $ 1,372,463 $ 1,549,193 Short-term bills payable 259,855 (259,855) |
Non-cash Changes Addition Lease/Lease Modification Exchanging Rate Adjustments Closing Balance $ - $ 6,519 $ 2,928,175 - - - (Continued) |
|---|---|
- 51 -
| Lease liabilities Guarantee deposits received Other non-current liabilities For the year ended December 31, |
Opening Balance $ 319,973 31,055 121 $ 1,983,467 2021 |
Cash Flows $ (90,904) (9,272) (127) $ 1,189,035 |
Non-cash Changes Addition Lease/Lease Modification Exchanging Rate Adjustments $ 16,027 $ 5,762 - 441 - 6 $ 16,027 $ 12,728 |
Closing Balance $ 250,858 22,224 - $ 3,201,257 (Concluded) |
|
|---|---|---|---|---|---|
| Addition Lease/Lease Modification $ 16,027 - - $ 16,027 |
| Short-term borrowings Short-term bills payable Lease liabilities Guarantee deposits received Other non-current liabilities |
Opening Balance $ 1,846,767 129,869 277,973 19,990 130 $ 2,274,729 |
Cash Flows $ (467,003) 129,986 (83,532) 11,112 - $ (409,437) |
Non-cash Changes Addition Lease/Lease Modification Exchanging Rate Adjustments $ - $ (7,301) - - 146,896 (21,364) - (47) - (9) $ 146,896 $ (28,721) |
Closing Balance $ 1,372,463 259,855 319,973 31,055 121 $ 1,983,467 |
|
|---|---|---|---|---|---|
| Addition Lease/Lease Modification $ - - 146,896 - - $ 146,896 |
30. 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.
31. FINANCIAL INSTRUMENTS
-
a. Fair value of financial instruments that are measured at fair value on a recurring basis
-
1) Fair value hierarchy
December 31, 2022
| Financial assets at FVTPL Listed shares Unlisted shares Mutual fund beneficiary certification |
Level 1 $ 31,562 - 1,261,901 $ 1,293,463 |
Level 2 $ - - - $ - |
Level 3 $ - 2,059 - $ 2,059 |
Total $ 31,562 2,059 1,261,901 $ 1,295,522 (Continued) |
|---|---|---|---|---|
- 52 -
| Financial assets at FVTOCI Investments in equity instruments at FVTOCI Listed shares and emerging market shares Unlisted shares December 31, 2021 Financial assets at FVTPL Listed shares 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 |
Level 1 $ 327,867 - $ 327,867 Level 1 $ 4,991 - 1,146,721 - $ 1,151,712 $ 409,076 - $ 409,076 |
Level 2 $ - - $ - Level 2 $ - - - 28,239 $ 28,239 $ - - $ - |
Level 3 $ - 215,709 $ 215,709 Level 3 $ - 2,244 - - $ 2,244 $ - 412,104 $ 412,104 |
Total $ 327,867 215,709 $ 543,576 (Concluded) Total $ 4,991 2,244 1,146,721 28,239 $ 1,182,195 $ 409,076 412,104 $ 821,180 |
|---|---|---|---|---|
There were no transfers between Levels 1 and 2 for the years ended December 31, 2022 and 2021.
-
53 -
-
2) Reconciliation of Level 3 fair value measurements of financial instruments
For the year ended December 31, 2022
| Financial Assets Balance at January 1, 2022 Recognized in profit or loss (included in other gains and losses) Recognized in other comprehensive income (loss) (included in unrealized gain (loss) on financial assets at FVTOCI) Impact of exchange rates Balance at December 31, 2022 Recognized in other gains and losses - unrealized For the year ended December 31, 2021 Financial Assets Balance at January 1, 2021 Acquisition Recognized in profit or loss (included in other gains and losses) Recognized in other comprehensive income (loss) (included in unrealized gain (loss) on financial assets at FVTOCI) Impact of exchange rates Balance at December 31, 2021 Recognized in other gains and losses - unrealized |
Financial Assets at FVTPL Equity Instruments $ 2,244 (185) - - $ 2,059 $ (185) Financial Assets at FVTPL Equity Instruments $ 6,232 (4,338) 350 - - $ 2,244 $ 350 |
Financial Assets at FVTOCI Equity Instruments $ 412,104 - (196,410) 15 $ 215,709 $ - Financial Assets at FVTOCI Equity Instruments $ 204,755 - - 207,353 (4) $ 412,104 $ - |
Total $ 414,348 (185) (196,410) 15 $ 217,768 $ (185) Total $ 210,987 (4,338) 350 207,353 (4) $ 414,348 $ 350 |
|---|---|---|---|
- 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.
-
54 -
-
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 ** |
|---|---|
| 2022 2021 $ 1,295,522 $ 1,182,195 12,785,603 12,487,635 543,576 821,180 4,996,745 4,529,069 |
-
1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable, trade and other 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 loans, short-term bills payable, trade and other payables, and bonds issued. Those reclassified to held-for-sale disposal groups are also included.
-
c. Financial risk management objectives and policies
The Group’s major financial instruments include cash and cash equivalents, equity and debt investments, mutual funds, trade receivables, trade payables and loans. The Group’s Financial Department provides services to the business, coordinates access to financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
1) Market risk
The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).
a) Foreign currency risk
The Group’s foreign currency risk arises from its foreign currency monetary assets and liabilities. The Group watches out for the fluctuation of market exchange rate, and takes appropriate actions to manage the exchange rate risk.
- 55 -
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 35.
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 2022 2021 $ 29,547 (i) $ 29,098 (i) EUR Impact For the Year Ended December 31 2022 2021 $ 2,004 (iii) $ (2,259) (iii) CHF Impact For the Year Ended December 31 2022 2021 $ (138) (v) $ 796 (v) |
USD Impact |
|---|---|---|
| For the Year Ended December 31 |
||
| 2022 2021 $ 10,741 (ii) $ 535 (ii) AUD Impact |
||
| For the Year Ended **December 31 ** |
||
| 2022 2021 $ 2,572 (iv) $ - (iv) SGD Impact |
||
| For the Year Ended **December 31 ** |
||
| 2022 2021 $ 266 (vi) $ - (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, 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 in CHF which were not hedged at the end of the reporting period.
-
56 -
-
vi. This was mainly attributable to the exposure of bank deposits in SGD which were not hedged at the end of the reporting period.
-
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 |
|---|---|
| 2022 2021 $ 4,137,886 $ 3,168,157 3,059,033 1,784,660 320,900 979,900 120,000 167,631 |
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 pre-tax profit for the years ended December 31, 2022 and 2021 would have increased by $2,009 thousand and $8,123 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, 2022 would have increased/decreased by $12,955 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, 2022 would have increased/decreased by $5,436 thousand, as a result of the changes in fair value of financial assets at FVTOCI.
- 57 -
If equity prices had been 1% higher/lower, pre-tax profit for the year ended December 31, 2021 would have increased/decreased by $11,822 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, 2021 would have increased/decreased by $8,212 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.
To reduce credit risk, the Company has a dedicated credit risk management department responsible for credit limit determination, credit approval and other monitoring procedures to ensure that appropriate actions have been taken to collect overdue receivables. In addition, the Company reviews the recoverable amounts of receivables at the balance sheet date to ensure that appropriate impairment losses have been recorded for uncollectible receivables.
Accounts receivable are addressed to wide range of clients and are dispersed across different industries and geographies. The consolidated company continuously evaluates the collateral and financial position obtained by customers receivable.
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, 2022 and 2021, the Group had available unutilized bank loan facilities in the amounts of $5,107,372 thousand and $5,397,639 thousand, respectively.
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 has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The table included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.
December 31, 2022
| On Demand or | On Demand or | |||||||
|---|---|---|---|---|---|---|---|---|
| Less than | 3 | Months to | ||||||
| 1 Month | 1-3 Months | 1 Year | 1-5 Years | |||||
| Non-derivative financial liabilities | ||||||||
| Non-interest bearing | $ | 661,460 |
$ | 1,325,899 | $ | 57,465 |
$ | 22,224 |
| Lease liabilities | 8,070 | 18,954 | 70,308 | 163,512 | ||||
| Variable interest rate liabilities | - | 120,086 | - | - | ||||
| (Continued) |
- 58 -
| On Demand or Less than 1 Month Fixed interest rate liabilities $ 860,858 Contract liabilities 159,566 $ 1,689,954 December 31, 2021 On Demand or Less than 1 Month Non-derivative financial liabilities Non-interest bearing $ 932,720 Lease liabilities 8,186 Variable interest rate liabilities - Fixed interest rate liabilities 770,437 Contract liabilities 169,772 $ 1,881,115 |
1-3 Months $ 382,951 319,131 $ 2,167,021 1-3 Months $ 1,863,680 18,808 105,669 109,951 339,543 $ 2,437,651 |
3 Months to 1 Year $ - - $ 127,773 3 Months to 1 Year $ 68,348 68,826 62,018 282,618 - $ 481,810 |
1-5 Years $ 1,565,337 - $ 1,751,073 (Concluded) 1-5 Years $ 31,055 238,837 - 304,297 - $ 574,189 |
|---|---|---|---|
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.
32. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Besides as disclosed elsewhere in other notes, details of transactions between the Group and other related parties are disclosed below.
- a. Related parties and relationships
Name of Related Party Relationship with the Group GeneFerm Biotechnology Co., Ltd. (“GeneFerm”) The Company is one of the directors
- b. Sales of goods
Related Party Category/Name The Company is one of the directors GeneFerm |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 36,465 |
2021 $ 24,683 |
The sale of goods from related parties were conducted on normal commercial terms.
-
59 -
-
c. Purchases of goods
Related Party Category/Name The Company is one of the directors GeneFerm |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 102,636 |
2021 $ 76,368 |
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 | December 31 | |
|---|---|---|---|
| 2022 $ 4,737 |
2021 $ 7,290 |
The outstanding trade receivables from related parties are unsecured. For the years ended December 31, 2022 and 2021, 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 | December 31 | |
|---|---|---|---|
| 2022 $ 19,633 |
2021 $ 19,472 |
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 | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 21,101 315 $ 21,416 |
2021 $ 28,036 241 $ 28,277 |
The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.
- 60 -
33. 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) Property, plant and equipment, net Investment properties, net |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 9,904 113,879 34,075 $ 157,858 |
2021 $ 4,019 105,997 35,257 $ 145,273 |
34. 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, 2022 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$613 thousand.
-
c. Unrecognized commitments for acquisition of property, plant and equipment of approximately $141,721 thousand.
-
d. Unrecognized commitments for acquiring approximately 55,800 tons of colostrum from dairymen.
35. 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, 2022
| Foreign | Carrying | |||
|---|---|---|---|---|
| Currency | Exchange Rate | Amount | ||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 13,240 |
30.71 (USD:NTD) $ | 406,590 |
| USD | 1,240 | 6.96 (USD:RMB) | 38,087 | |
| EUR | 2,042 | 32.72 (EUR:NTD) | 66,803 | |
| RMB | 223,367 | 4.41 (RMB:NTD) | 984,913 | |
| (Continued) |
- 61 -
| Foreign Currency Exchange Rate AUD $ 4,116 20.83 (AUD:NTD) SGD 387 22.88 (SGD:NTD) Financial liabilities Monetary items USD 2,822 30.71 (USD:NTD) CHF 139 7.53 (CHF:RMB) December 31, 2021 Foreign Currency Exchange Rate Financial assets Monetary items USD $ 12,229 27.68 (USD:NTD) USD 1,280 6.37 (USD:RMB) EUR 450 31.32 (EUR:NTD) RMB 223,285 4.34 (RMB:NTD) CHF 600 30.18 (CHF:NTD) CHF 279 6.95 (CHF:RMB) Financial liabilities Monetary items USD 12,864 27.68 (USD:NTD) EUR 2,854 31.32 (EUR:NTD) |
Carrying Amount $ 85,733 8,851 $ 1,590,977 $ 86,650 4,616 $ 91,266 (Concluded) Carrying Amount $ 338,501 35,405 14,103 969,948 18,105 8,432 $ 1,384,494 $ 356,088 89,390 $ 445,478 |
|---|---|
- 62 -
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 |
2022 Exchange Rate Net Foreign Exchange Gains (Losses) 1 (NTD:NTD) $ 68,231 4.43 (RMB:NTD) 2,324 31.20 (CHF:NTD) 527 $ 71,082 |
2021 |
|---|---|---|
| Exchange Rate Net Foreign Exchange Gains (Losses) 1 (NTD:NTD) $ (4,150) 4.34 (RMB:NTD) 246 30.64 (CHF:NTD) (584) $ (4,488) |
36. SEPARATELY DISCLOSED ITEMS
-
a. Financings provided (Table 1)
-
b. Endorsement/guarantee provided (Table 2)
-
c. Marketable securities held (excluding investments in subsidiaries) (Table 3)
-
d. Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None.
-
e. Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.
-
f. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None.
-
g. Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 4)
-
h. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 5)
-
i. Trading in derivative instruments: None.
-
j. Others: Intercompany relationships and significant intercompany transactions (Table 6)
-
k. Information on investees (excluding investees of mainland China) (Table 7)
-
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 (Table 8)
-
2) Significant direct or indirect transactions with the investee, its prices and terms of payment, unrealized gain or loss: None.
-
63 -
-
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)
37. SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on types of corporation. Specifically, the Group’s reportable segments were as follows:
-
Standard Foods segment - the Company
-
Standard Dairy Products segment - Standard Dairy Products
-
China Standard segment - Shanghai Standard, China Standard Investment, China Standard Foods and Xiamen Standard
-
Other segments - other than the above corporation
-
a. Operating segment information
For the year ended December 31, 2022 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, 2021 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 |
Standard Foods Segment $ 10,657,780 1,510,650 $ 12,168,430 $ 27,497 $ 1,375 $ 212,027 $ 20,985 $ 2,018,831 $ 11,093,421 1,403,446 $ 12,496,867 $ 19,427 $ 843 $ 226,629 $ 15,378 $ 2,675,153 |
Standard Dairy Products Segment $ 2,539,444 1,159,395 $ 3,698,839 $ 2,223 $ 1 $ 44,322 $ 3,438 $ 429,334 $ 2,529,089 858,375 $ 3,387,464 $ 2,771 $ 18 $ 48,346 $ 4,823 $ 616,209 |
China Standard Segment $ 12,729,797 1,480 $ 12,731,277 $ 112,066 $ 57,080 $ 242,605 $ 28,857 $ (806,945) $ 16,440,415 4,956 $ 16,445,371 $ 91,405 $ 45,909 $ 235,756 $ 43,460 $ (83,383) |
Other Segments $ 2,995,779 923 $ 2,996,702 $ 5,461 $ 18,351 $ 100,186 $ 15,149 $ (44,739) $ 4,244,119 4,674 $ 4,248,793 $ 2,979 $ 13,163 $ 97,993 $ 14,231 $ (5,500) |
Adjustments and Eliminations $ - (2,672,448) $ (2,672,448) $ (14,854) $ (14,854) $ (3,655) $ - $ 14,598 $ - (2,271,451) $ (2,271,451) $ (10,922) $ (10,922) $ (3,586) $ - $ (49,465) |
Consolidated $ 28,922,800 - |
|---|---|---|---|---|---|---|
| $ 28,922,800 | ||||||
$ 132,393 |
||||||
$ 61,953 |
||||||
$ 595,485 |
||||||
$ 68,429 |
||||||
$ 1,611,079 - |
||||||
| $ 1,611,079 | ||||||
$ 34,307,044 - |
||||||
| $ 34,307,044 | ||||||
$ 105,660 |
||||||
$ 49,011 |
||||||
$ 605,138 |
||||||
$ 77,892 |
||||||
$ 3,153,014 - |
||||||
| $ 3,153,014 |
- 64 -
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 non-current assets by location of asset are detailed below.
Taiwan Mainland China Others Taiwan Mainland China Others |
Revenue from External Customers |
Revenue from External Customers |
Revenue from External Customers |
|---|---|---|---|
| For the Year Ended December 31 | |||
| 2022 2021 $ 15,840,943 $ 17,558,601 12,936,504 16,635,451 145,353 112,992 $ 28,922,800 $ 34,307,044 Non-current Assets |
|||
| December 31 | |||
| 2022 $ 2,547,432 2,483,827 56,714 $ 5,087,973 |
2021 $ 2,528,704 2,629,248 59,499 $ 5,217,451 |
Non-current assets exclude financial instruments, deferred tax assets and net defined benefit assets.
- 65 -
TABLE 1
STANDARD FOODS CORPORATION AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars)
| No. (Note 1) |
Lender | Borrower | Financial Statement Account |
Related Parties |
Highest Balance for the Period |
Ending Balance | Actual Borrowing Amount |
Interest Rate |
Nature of Financing (Note 2) |
Business Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrower |
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 |
$ 18,561 448,880 676,380 50,000 |
$ - 440,940 440,940 50,000 |
$ - 440,940 440,940 15,000 |
1.000% 1.200% 1.200% 1.750% |
b. b. b. b. |
$ - - - - |
Need for operation Need for operation Need for operation Need for operation |
$ - - - - |
- - - - |
$ - - - - |
$ 6,934,510 (Note 3) 3,467,255 (Note 4) 3,467,255 (Note 4) 3,467,255 (Note 4) |
$ 6,934,510 (Note 3) 6,934,510 (Note 5) 6,934,510 (Note 5) 6,934,510 (Note 5) |
Note 11 Note 11 Note 11 Note 11 |
| 1 | Standard Investment (China) Co., Ltd. |
Shanghai Dermalab Corporation Shanghai Le Ben Tuo Health Technology 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 |
224,440 269,328 673,320 538,656 |
176,376 264,564 440,940 440,940 |
114,181 197,069 380,566 272,153 |
1.000% 1.000% 1.000% 1.000% |
b. b. b. b. |
- - - - |
Need for operation Need for operation Need for operation Need for operation |
- - - - |
- - - - |
- - - - |
1,653,661 (Note 6) 1,653,661 (Note 6) 1,653,661 (Note 6) 1,653,661 (Note 6) |
1,653,661 (Note 6) 1,653,661 (Note 6) 1,653,661 (Note 6) 1,653,661 (Note 6) |
Note 11 Note 11 Note 11 Note 11 |
| 2 | Shanghai Standard Foods Co., Ltd. |
Standard Investment (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (China) Co., Ltd. |
Financing receivables - related parties Financing receivables - related parties Financing receivables - related parties |
Y Y Y |
650,876 473,466 224,440 |
639,363 220,470 220,470 |
145,224 - - |
1.000% 1.000% 1.000% |
b. b. b. |
- - |
Need for operation Need for operation Need for operation |
- - |
- - |
- - |
1,305,236 (Note 7) 1,305,236 (Note 7) 1,305,236 (Note 7) |
1,305,236 (Note 7) 1,305,236 (Note 7) 1,305,236 (Note 7) |
Note 11 Note 11 Note 11 |
| 3 | Shanghai Le Ben De Health Technology Co., Ltd. |
Standard Investment (China) Co., Ltd. |
Financing receivables - related parties |
Y | 11,273 | 5,732 | 5,732 | 1.000% | b. | - | Need for operation | - | - | - | 12,016 (Note 8) |
12,016 (Note 8) |
Note 11 |
| 4 | Shanghai Le Ho Industrial Co., Ltd. |
Standard Investment (China) Co., Ltd. |
Financing receivables - related parties |
Y | 35,910 | 35,275 | 32,158 | 1.000% | b. | - | Need for operation | - | - | - | 186,526 (Note 9) |
186,526 (Note 9) |
Note 11 |
| 5 | Shanghai Le Min Industrial Co., Ltd. |
Standard Investment (China) Co., Ltd. |
Financing receivables - related parties |
Y | 35,910 | 35,275 | 22,426 | 1.000% | b. | - | Need for operation | - | - | - | 116,688 (Note 10) |
116,688 (Note 10) |
Note 11 |
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 $6,934,510 thousand (the net value per financial statements of $17,336,274 thousand x 40% as of September 30, 2022).
Note 4: The total amount shall not exceed 20% of net value of Standard Foods Corporation, which was calculated to be $3,467,255 thousand (the net value per financial statements of $17, 336,274 thousand x 20% as of September 30, 2022).
-
Note 5: The total amount shall not exceed 40% of net value of Standard Foods Corporation, which was calculated to be $6, 934,510 thousand (the net value per financial statements of $17, 336,274 thousand x 40% as of September 30, 2022).
-
Note 6: The total amount shall not exceed 40% of net value of Standard Investment (China) Co., Ltd., which was calculated to be $1,653,661 thousand (the net value per financial statements of $4,134,153 thousand x 40% as of September 30, 2022).
-
Note 7: The total amount shall not exceed 40% of net value of Shanghai Standard Foods Co., Ltd., which was calculated to be $1,305,206 thousand (the net value per financial statements of $3,263,089 thousand x 40% as of September 30, 2022).
-
Note 8: The total amount shall not exceed 40% of net value of Shanghai Le Ben De Health Technology Co., Ltd., which was calculated to be $12,016 thousand (the net value per financial statements of $30,039 thousand x 40% as of September 30, 2022).
Note 9: The total amount shall not exceed 40% of net value of Shanghai Le Ho Industrial Co., Ltd., which was calculated to be $186,526 thousand (the net value per financial statements of $466,314 thousand x 40% as of September 30, 2022).
Note 10: The total amount shall not exceed 40% of net value of Shanghai Le Min Industrial Co., Ltd., which was calculated to be $116,688 thousand (the net value per financial statements of $291,719 thousand x 40% as of September 30, 2022).
Note 11: The amounts presented above were eliminated upon consolidation.
- 66 -
TABLE 2
STANDARD FOODS CORPORATION AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2022 (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. | $ 13,869,019 (Note 3) |
$ 145,875 | $ 92,130 | $ - | $ - | 0.53% | $ 17,336,274 (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 $13,869,019 thousand (the net value per financial statements of $17,336,274 thousand x 80% as of September 30, 2022).
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 $17,336,274 thousand (the net value per financial statements of $17,336,274 thousand x 100% as of September 30, 2022).
Note 5: Guarantee provided by the listed parent company, guarantee provided by the subsidiary or guarantee provided to subsidiaries in mainland China, coded “Y”.
- 67 -
TABLE 3
STANDARD FOODS CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2022 (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, 2022 | December 31, 2022 | 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 Cathay China Domestic Demand Growth Fund Cathay Target Date 2029 Fund Cathay Global Aggressive Fund Taishin 1699 Money Market Fund Hua Nan Phoenix Money Market Fund Shares Taiwan Semiconductor Manufacturing Co., Ltd. Apple Inc. Amazon.com, Inc. Alphabet Inc. Microsoft Corporation NVIDIA Corporation Tesla, Inc. |
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 - 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 |
1,466,828 48,600 2,145,110 1,274,480 3,585,869 4,720,915 2,284,844 53,336,058 3,209,709 12,000 1,675 740 820 372 467 387 |
$ 16,135 5,492 143,508 15,549 69,673 53,973 51,500 734,182 53,023 5,382 6,683 1,909 2,222 2,740 2,096 1,464 |
- - 5.2 0.3 - - - - - |
$ 16,135 5,492 143,508 15,549 69,673 53,973 51,500 734,182 53,023 5,382 6,683 1,909 2,222 2,740 2,096 1,464 |
(Continued)
- 68 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December 31, 2022 | December 31, 2022 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares | Carrying Amount |
Percentage of Ownership |
Fair Value |
|||||
| Standard Dairy Products Taiwan Limited Charng Hui Ltd. |
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, Inc. - Ordinary Shares Techgains Pan-Pacific Corporation Authenex, Inc. Paradigm Venture Capital Corporation Mutual funds Cathay China Domestic Demand Growth Fund Cathay Target Date 2029 Fund Cathay Global Aggressive Fund Taishin 1699 Money Market Fund Shares Standard Foods Corporation Formosa Plastics Corporation China Steel Corporation Polytronics Technology Corp. Taiwan Semiconductor Manufacturing Co., Ltd. |
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 - 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 |
11,200 800,000 107,815 3,455 71,397 29,173 31,135 29,102 12,938 500,000 2,424,242 153,320 1,195,290 786,819 761,615 6,722,366 6,669,471 91,440 803,258 1,596,000 90,000 |
$ - - - - - - - - - - - 2,059 23,224 8,995 17,167 92,535 265,778 7,937 23,937 90,493 40,365 |
0.2 7.8 1.0 1.2 1.2 1.2 1.3 1.3 1.2 0.9 5.5 7.0 - - - 0.7 - - 1.9 - |
$ - - - - - - - - - - - 2,059 23,224 8,995 17,167 92,535 265,778 7,937 23,937 90,493 40,365 |
Note |
(Continued)
- 69 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December 31, 2022 | December 31, 2022 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares | Carrying Amount |
Percentage of Ownership |
Fair Value |
|||||
| Standard Beverage Company Limited Domex Technology Corporation Accession Limited China Standard Investment |
Mutual funds Fuh Hwa Global Strategic Allocation FoF Franklin Templeton SinoAm Franklin Templeton Global Bond Fund of Funds-Accu. Taishin 1699 Money Market Fund Shares 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 Shares Ccoop Group Co., Ltd. |
Charng Hui Ltd. is one of the directors |
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 - 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 Financial assets at fair value through profit or loss - current |
1,000,000 1,453,360 966,084 8,297,000 1,000,000 7,742 225,000 282,988 3,600,000 200 33,453 342,939 |
$ 11,500 16,851 13,298 - - 6,662 1,881 3,281 199,152 1,008 110,818 2,404 |
- - - 23.7 6.0 - - - 13.4 0.7 - - |
$ 11,500 16,851 13,298 - - 6,662 1,881 3,281 199,152 1,008 110,818 2,404 |
Note: The amounts presented above were eliminated upon consolidation.
(Concluded)
- 70 -
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, 2022
(In Thousands of New Taiwan Dollars)
| Company Name | Related Party | Relationships | Transaction | Transaction | Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Payable (Receivable) |
Notes/Accounts Payable (Receivable) |
Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (Sales) |
Amount | % to Total |
Payment Terms | Unit Price | Payment Terms | Ending Balance | % to Total |
||||
| Standard Foods Corporation Standard Dairy Products Taiwan Limited Shanghai Standard Foods Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Investment (China) Co., Ltd. |
Standard Dairy Products Taiwan Limited Standard Foods Corporation Standard Investment (China) Co., Ltd. Shanghai Standard Foods Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. |
The Company’s subsidiary Parent company of Standard Dairy Products Taiwan Limited Brother company of Shanghai Standard Foods Co., Ltd. Brother company of Standard Investment (China) Co., Ltd. Parent company of Standard Foods (China) Co., Ltd. Standard Investment (China) Co., Ltd.’s subsidiary Brother company of Standard Foods (China) Co., Ltd. Brother company of Standard Foods (Xiamen) Co., Ltd. Parent company of Standard Foods (Xiamen) Co., Ltd. Standard Investment (China) Co., Ltd.’s subsidiary |
Sales Purchases Purchases Sales Sales Purchases Purchases Sales Sales Purchases Purchases Sales Sales Purchases |
$ (1,510,650) 1,159,395 1,510,650 (1,159,395) (1,725,669) 694,761 1,725,669 (694,761) (5,300,160) 5,300,160 101,445 (101,445) (3,801,302) 3,801,302 |
12.41 14.57 53.21 31.34 69.44 30.51 15.79 5.63 94.98 48.71 2.61 1.82 96.14 34.94 |
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 |
- - - - - - - - - - - - - |
- - - - - - - - - - - - - |
$ 141,101 - (141,101) - 599,301 (262,620) (599,301) 262,620 1,361,068 (1,361,068) (10) 10 1,094,813 (1,094,813) |
6.76 - 33.69 - 100.00 79.73 17.08 10.66 99.98 38.79 0.03 - 99.53 31.20 |
Note Note Note Note Note Note Note Note Note Note Note Note Note Note |
Note: The amounts presented above were eliminated upon consolidation.
- 71 -
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, 2022
(In Thousands of New Taiwan Dollars)
| Company Name | Related Party | Relationships | Ending Balance for Account Receivable - Related Parties |
Ending Balance for Account Receivable - Related Parties |
Turnover Rate |
Overdue | Overdue | Amounts Received in Subsequent Period |
Allowance for Bad Debts |
Allowance for Bad Debts |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | **Actions Taken ** | ||||||||||||
| Standard Foods Corporation Shanghai Standard Foods Co., Ltd. Standard Foods (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. |
Standard Dairy Products Taiwan Limited Standard Foods (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Investment (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Shanghai Standard Foods Co., Ltd. Shanghai Le Ben Tuo Health Technology Co., Ltd. Shanghai Dermalab Corporation 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. 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. Standard Investment (China) Co., Ltd.’s subsidiary Standard Investment (China) Co., Ltd.’s subsidiary Parent company of Standard Foods |
Trade receivables Other receivables Financing receivables Other receivables Financing receivables Other receivables Trade receivables Financing receivables Other receivables Trade receivables Other receivables Trade receivables Financing receivables Other receivables Financing receivables Other receivables Trade receivables Other receivables Financing receivables Other receivables Financing receivables Other receivables Trade receivables |
$ 141,101 3,269 $ 144,370 $ 440,940 2,508 $ 443,448 $ 440,940 2,508 $ 443,448 $ 599,301 145,224 5,443 $ 749,968 $ 1,361,068 13,736 $ 1,374,804 $ 23 272,153 19,443 $ 291,619 380,566 17,457 $ 398,023 $ 262,620 3,536 $ 266,156 $ 197,069 2,417 $ 199,486 $ 114,181 2,046 $ 116,227 $ 1,094,813 |
11.55 2.93 3.79 23.66 2.98 2.94 |
$ - - $ - $ - - $ - $ - - $ - $ - - - $ - $ - - $ - $ - - - $ - - - $ - $ - - $ - $ - - $ - $ - - $ - $ - |
$ 141,101 (Note 1) 3,269(Note 1) $ 144,370(Note 1) $ - (Note 1) - (Note 1) $ - (Note 1) $ - (Note 1) - (Note 1) $ - (Note 1) $ 599,301 (Note 1) - (Note 1) 5,443(Note 1) $ 604,744(Note 1) $ 471,961 (Note 1) 2,932(Note 1) $ 474,893(Note 1) $ 23 (Note 1) - (Note 1) 19,443(Note 1) $ 19,466(Note 1) - (Note 1) 14,841(Note 1) $ 14,841(Note 1) $ 262,620 (Note 1) 3,536(Note 1) $ 266,156(Note 1) $ - (Note 1) 2,417(Note 1) $ 2,417(Note 1) $ - (Note 1) 2,046(Note 1) $ 2,046(Note 1) $ 1,094,813(Note 1) |
$ - - $ - $ - - $ - $ - - $ - $ - - - $ - $ - - $ - $ - - - $ - - - $ - $ - - $ - $ - - $ - $ - - $ - $ - |
(Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) |
Note 1: Amounts received before March 23, 2023.
Note 2: The amounts presented above were eliminated upon consolidation.
- 72 -
TABLE 6
STANDARD FOODS CORPORATION AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2022
(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 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 |
Trade receivables - related parties Other receivables - related parties Sales Purchases Royalty revenue Other receivables - related parties Financing receivables - related parties Interest income Service revenue Interest income Other receivables - related parties Financing receivables - related parties Interest income Other receivables - related parties Financing receivables - related parties Interest income |
$ 141,101 3,269 1,510,650 1,159,395 9,308 117 15,000 189 1,320 186 2,508 440,940 3,650 2,508 440,940 5,902 |
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 1.750% Interest rate 1.750% According to the general conditions Interest rate 1.000% According to the general conditions Interest rate 1.200% Interest rate 1.200% According to the general conditions Interest rate 1.200% Interest rate 1.200% |
0.5 - 5.2 4.0 - - 0.1 - - - - 1.6 - - 1.6 - |
| 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 Investment (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (China) Co., Ltd. Standard Foods (China) Co., Ltd. Shanghai Le Ben Tuo 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 |
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 revenue Other expenses Research and development expenses Trade payables - related parties Sales Purchases Sales Trade receivables - related parties Sales Purchases Interest income |
599,301 145,224 5,443 262,620 3,536 1,725,669 694,761 2,823 5,152 204 3,549 277 2,160 549 1,448 11 138 50 557 |
According to the general conditions Interest rate 1.000% 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 1.000% 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% |
2.1 0.5 - 0.9 - 6.0 2.4 - - - - - - - - - - - - |
| (Continued) |
- 73 -
| 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. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le 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. |
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 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 Other receivables - related parties Financing receivables - related parties Trade payables - related parties Sales Purchases Interest income Other revenue Other receivables - related parties Financing receivables - related parties Trade payables - related parties Sales Purchases Other expenses 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 Interest expenses |
$ 23 19,443 272,153 1,361,068 13,736 343 5,300,160 3,471 19,520 97 2,046 114,181 2,053 69 17,457 380,566 1,094,813 229 3,801,302 19,243 12,422 2,417 197,069 15 32 776 78 2,235 322 32,158 324 308 22,426 309 34 5,732 80 |
According to the general conditions According to the general conditions Interest rate1.000% 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 According to the general conditions According to the general conditions Interest rate1.000% Interest rate1.000% According to the general conditions According to the general conditions Interest rate1.000% According to the general conditions According to the general conditions According to the general conditions Interest rate1.000% According to the general conditions According to the general conditions Interest rate1.000% 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% Interest rate1.000% According to the general conditions Interest rate1.000% Interest rate1.000% According to the general conditions Interest rate1.000% Interest rate1.000% |
- 0.1 1.0 4.9 - - 18.3 - 0.1 - - 0.4 - - 0.1 1.4 3.9 - 13.1 0.1 - - 0.7 - - - - - - 0.1 - - 0.1 - - - - |
| 3 | Shanghai Dermalab Corporation | Dermalab Dermalab Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben De Co., Ltd. Shanghai Le Ben De Co., Ltd. |
c c c c c |
Trade payables - related parties Purchases Purchases Trade payables - related parties Purchases |
2,956 51,698 21 5,508 10,785 |
According to the general conditions According to the general conditions According to the general conditions According to the general conditions According to the general conditions |
- 0.2 - - - |
| (Continued) |
- 74 -
| 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. | Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben Tuo Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Standard Foods (Xiamen) Co., Ltd. |
c c c c c c c |
Other receivables - related parties Rental revenue Other expenses Trade receivables - related parties Trade payables - related parties Sales Purchases |
$ 894 3,655 5,002 10 5,152 101,445 5,005 |
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 |
- - - - - 0.4 - |
| 5 | Shanghai Le Ben Tuo 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. |
c c c c |
Trade receivables - related parties Trade payables - related parties Sales Purchases |
857 766 6,773 4,325 |
According to the general conditions According to the general conditions According to the general conditions According to the general conditions |
- - - - |
| 6 | Shanghai Le Ben De Co., Ltd. | Dermalab Dermalab |
c c |
Trade payables - related parties Purchases |
4,566 9,700 |
According to the general conditions According to the general conditions |
- - |
| 7 | Shanghai New Vitality Health Technology (Group) Co., Ltd. |
Accession Limited | c | Other payables - related parties | 29,984 | According to the general conditions | 0.1 |
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)
- 75 -
TABLE 7
STANDARD FOODS CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2022 (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, 2022 | As of December 31, 2022 | As of December 31, 2022 | Net Income (Loss) of the Investee |
Share of Profits (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 |
December 31, 2021 |
Shares | % | Carrying Amount |
|||||||
| Standard Foods Corporation Subsidiary (Note 5) 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 Standard Foods, LLC. Standard Great Foods Singapore PTE. LTD. 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 U.S.A. Singapore 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 Food business Development and sale of cosmetics Sale of cosmetics Investment business |
$ 3,936,267 4,713,791 300,853 230,000 114,116 79,072 9,056 317 379,489 96 4,709,971 |
$ 3,936,267 4,710,865 300,853 230,000 114,116 79,072 9,056 - 379,489 96 4,708,566 |
123,600,000 150,224,815 30,000,000 24,100,000 10,374,399 7,907,000 Note 4 Note 4 4,050 3,000 150,098,815 |
100 100 100 100 52 100 100 100 100 100 100 |
$ 3,645,244 4,685,090 1,042,081 297,285 328,587 81,609 9,213 320 238,663 - 4,683,503 |
$ 26,829 (914,564) 340,558 24,684 81,050 839 - - (10,148) - (914,408) |
$ 28,884 (Note 1) (914,564) 340,971 (Note 2) 12,012 (Note 3) 42,154 839 - - - - - |
Subsidiary (Note 5) Subsidiary (Note 5) Subsidiary (Note 5) Subsidiary (Note 5) Subsidiary (Note 5) Subsidiary (Note 5) Subsidiary (Note 5) Subsidiary (Note 5) Indirect subsidiary (Note 5) Indirect subsidiary (Note 5) Indirect subsidiary (Note 5) |
Note 1: This amount was the share of profit of the investee of $26,829 thousand plus the unrealized gain or loss on sidestream transactions of $2,055 thousand.
Note 2: This amount was the share of profit of the investee of $340,558 thousand plus the unrealized gain or loss on sidestream transactions of $413 thousand.
Note 3: This amount was the share of profit of the investee of $24,684 thousand minus the Standard Foods Corporation Cash dividends paid of $12,672 thousand.
Note 4: This is a limited company with no issued shares.
Note 5: The amounts presented above were eliminated upon consolidation.
- 76 -
TABLE 8
STANDARD FOODS CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
| Investee Company | Main Businesses and Products | Main Businesses and Products | Paid-in Capital | Method of Investment (Note 1) |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2022 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2022 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) (Note 2) |
Carrying Amount as of December 31, 2022 |
Accumulated Repatriation of Investment Income as of December 31, 2022 |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | |||||||||||||
| Shanghai Standard Foods Co., Ltd. Standard Investment (China) Co., Ltd. Shanghai New Vitality Health Technology (Group) Co., Ltd. Standard Foods (China) Co., Ltd. Shanghai Dermalab Corporation Shanghai Le Ben Tuo Health Technology Co., Ltd. Shanghai Le Ben De Health Technology Co., Ltd. Standard Foods (Xiamen) Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le Min Industrial Co., Ltd. |
Manufacture and sale of edible oil products and nutritional foods Investment and sales of edible oil products and nutritional foods Sale of nutritional foods, cosmetic and engage in import and export business 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 3,755,530 445,000 1,714,756 93,989 380,418 31,220 1,307,582 607,717 378,009 |
b. (Note 3) b. (Note 5) b. (Note 5) c. (Note 6) c. (Note 9) c. (Note 9) c. (Notes 4 and 9) c. (Note 6) b. (Note 5) b. (Note 5) |
$ 3,949,575 (Note 4) 3,718,677 (Note 5) - (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 5) - (Note 6) - (Note 9) 181,048 (Note 9) 31,220 (Note 9) - (Note 6) 607,717 (Note 5) 378,009 (Note 5) |
$ 29,183 (872,826) (15,711) 68,410 (14,822) (122,197) 920 54,219 (21,706) (13,033) |
100.0 99.0 99.0 99.0 99.0 99.0 99.0 99.0 100.0 100.0 |
$ 29,814 (Note 10) (864,098) (Note 10) (15,554) (Note 10) 77,777 (Note 10) (14,674) (Note 10) (121,660) (Note 10) 924 (Note 10) 68,427 (Note 10) (21,706) (Note 10) (13,033) (Note 10) |
$ 3,265,214 3,568,111 364,395 2,441,375 (17,223) (57,254) 30,896 1,601,316 460,888 288,326 |
$ - - - - - - - - - - |
Note 12 Note 12 Note 12 Note 12 Note 12 Note 12 Note 12 Note 12 Note 12 Note 12 |
|
| 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, 2022 | Investment Commission, MOEA | MOEA |
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| $8,919,525 | $9,656,767 |
Unlimited amount of investment (Note 10) |
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Note 1: The methods for engaging in investment in mainland China include the following:
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a. Direct investment in mainland China.
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b. Indirect investment in mainland China through companies registered in a third region.
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c. Other methods.
(Continued)
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Note 2: For the investment income (loss) recognized in the current period:
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a. There was no investment income (loss) recognized due to the investment still being in the development stage.
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b. The investment income (loss) was determined based on the following basis:
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1) The financial report was audited and certified by an international accounting firm in cooperation with an ROC accounting firm.
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2) The financial statements audited by the CPA of the parent company in Taiwan.
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3) Others.
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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, 2022; 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.
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Note 5: Standard Corporation (Hong Kong) Limited is the investor company in third region.
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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: The Company in mainland China was reinvested through a company registered in mainland China, namely Shanghai New Vitality Health Technology (Group) Co., Ltd.
Note 10: Recognition of investment income (loss) was based on Note 2, b, 2).
Note 11: 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 12: The amounts presented above were eliminated upon consolidation.
(Concluded)
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TABLE 9
STANDARD FOODS CORPORATION AND SUBSIDIARIES
INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2022
| 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 |
161,918,315 133,417,408 108,503,160 |
17.69 14.79 11.85 |
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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.
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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.
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