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SINPHAR — Annual Report 2023
Nov 14, 2023
51911_rns_2023-11-14_4413d2df-5b3f-4654-b4e6-d22782e5d72b.pdf
Annual Report
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Stock Code : 1734
Sinphar Pharmaceutical Co., Ltd and Subsidiaries
Consolidated Financial Statements for
the Years Ended December 31, 2023 and 2022 and
Independent Auditors’ Report
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Sinphar Pharmaceutical Co., Ltd.
Representation Letter
The entities that are required to be included in the combined financial statements of Sinphar Pharmaceutical Co., Ltd. as of and for the year ended December 31, 2023 under the Criteria Governing the Preparation of Affiliation Report, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10 “ Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Sinphar Pharmaceutical Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
Sinphar Pharmaceutical Co., Ltd.
By
Mr. Chih Wen Lee Chairman
March 6, 2024
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders of
Sinphar Pharmaceutical Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Sinphar Pharmaceutical Co., Ltd. and its subsidiaries (the “Group”), which comprise the consolidated balance sheet as of December 31, 2023 and 2022 and the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompany consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2023 and 2022, in accordance with the Regulation Governing the Preparation of Financial Reports by Securities Issuers and the 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 Regulation Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards 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, 2023. 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.
Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2023 are stated as follows:
Cash and Cash Equivalents
As of December 31, 2023, the cash and cash equivalent of the consolidated balance sheet was NT$ 1,074,489 thousand, which represented 17% of the Group’s consolidated total assets. As the Group is still in the research and development phase, it is necessary to maintain sufficient cash and cash equivalent balance to support future research and development costs. However, it is taken as a key audit matters due to cash and cash equivalent is a high-risk item.
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Our key audit procedures in response
Our procedures in relation to cash and cash equivalent included:
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Evaluate the design and implementation of internal control related to cash and cash equivalent, performed test count of cash on hand, checked the bank deposit balance with the bank statements, and send bank confirmation letter in accordance with the Auditing Standards No.505. “External confirmation”.
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Performed a test audit of the supporting documents for large inflows and outflows of cash and bank deposits, paying attention to changes in cash and bank deposits immediately prior to and after the balance sheet date.
Inventory Valuation
Please refer to Note 4(8.) and 5(2.) in the accompanying consolidated financial statements for related disclosures of the Group’s valuation of inventory accounting policies and critical accounting estimate and assumption.
The Group mainly engages in the production and sales of various types of drugs and food supplements. As the regulations to the pharmaceutical industry cause the cost to increase and meanwhile the selling prices are less likely to be affected as they are covered by the health insurance system. Furthermore, the price of food supplement inventory fluctuates due to market competition and the impacts aroused from advertisements. Management assesses that the net realizable value of inventory involves material judgment. Hence, it is taken as a one of the key audit matters.
Our key audit procedures in response
Our procedures in relation to inventory valuation included:
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Understand and evaluate the design and implementation of the internal control in relation to inventory.
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Perform inventory counts, to identify if there are any inventories which are obsolete or damaged.
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Obtain Inventory aging reports to analyses the changes in inventory age, and check the records of
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inventory changes to verify the correctness of inventory.
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Evaluate the reasonableness of its inventory valuation policy of unmarketable items and obsolescence, and check the latest inventory sales price to evaluate the reasonableness of the net realizable value of the inventory.
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Obtain evaluation documents for subsequent measurement of inventories and assess whether they have been measured in accordance with established accounting policies and review if the management’s disclosure on the evaluation of inventory is presented fairly.
Revenue Recognition
Please refer to Note 4(17.) and 5(2.) in the accompanying consolidated financial statements for related disclosures of the Group’s revenue recognition accounting policies and critical accounting estimate and assumption.
Some products of the Group provide discounts or sales incentives based on the terms of the sales contract. Since the recognition of the revenue is measured on the net basis of the related discounts and incentives, we consider the revenue recognition as a key audit matter.
Our key audit procedures in response
Our procedures in relation to the revenue recognition included:
-
Evaluate the design and implementation of the internal control in relation to the revenue recognition.
-
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Perform sales contract checks to verify whether the records on the recognition of sales revenue agree with the related contract, and evaluate the fairness of the management’s estimated sales discounts and sales incentives.
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Assess whether the management’s accounting treatments and disclosure in relation to sales discounts and sales incentives are presented fairly.
Intangible Assets Impairment
Please refer to Note 4(13.) and 5(2.) in the accompanying consolidated financial statements for related disclosures of the Group’s intangible assets impairment accounting policies and critical accounting estimate and assumption.
The accompanying consolidated financial statements for the year ended December 31, 2023 included intangible assets amounted to NT$ 71,823 thousand, which represented 1% of the Group’s consolidated total assets. The intangible assets of the Group are mainly for the patent technology licensing of the "positively charged liposomes EndoTag-1 anti-tumor drugs". The Group will continue to develop new drugs based on these patented technologies. Because the drugs are still under development, no cash inflow can be generated. As of the balance sheet date, the Group considers external and internal information in determining whether the intangible asset is impaired. If any indication of impairment exists, an assessment of the recoverable amount of the asset is required to confirm the impairment of the intangible asset. Since the impairment assessment performed by management involves critical judgement, we consider impairment assessment of intangible asset as a key audit matter.
Our key audit procedures in response
Our procedures in relation to management’s assessment of indicators of impairment included:
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Reviewing the assessment of indicators of impairment provided by the management, and discussing with management to evaluate the following items:
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(1)The product characteristics, target markets, technical trends, and possible derivative products of research and development projects and the patented technology licensing are still competitive in the marketplace
; -
(2)There is no significant delay in the progress of the main research and development projects
; -
(3)The total market value of the Group is higher than the net assets as of the balance sheet date.
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Evaluating the reasonableness of management’s adoption of the key assumption and sensitivity analysis including the cash-generating units, forecast of cash flows, the possibility for product commercialization and the discount rate.
Other Matter
We have also audited the parent company only financial statements of Sinphar Pharmaceutical Co., Ltd. as of and for the years ended December 31, 2023 and 2022 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 Regulation Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC and 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.
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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 members of the Audit Committee) are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards 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 auditing standards 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, misrepresentation, 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 achieve fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
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We communicate with those charged with governance regarding among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Ya Quan Zhang and Jin Shu Pan.
Crowe (TW) CPAs Taipei, Taiwan Republic of China
March 6, 2024
For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
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Sinphar Pharmaceutical Co., Ltd and Subsidiaries CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS |
Note | % Amount December 31,2023 |
% Amount December 31,2023 |
% Amount December 31,2022 |
% Amount December 31,2022 |
|---|---|---|---|---|---|
| Amount | Amount | ||||
| Cash and cash equivalents Financial assets at fair value |
6 (1) 6 (2) 6 (3) 6 (4) 、6(19)6 (5) 6 (6) 8 6 (2) 6 (7) 6 (8), 7(3) and 8 6 (9) and 8 6 (10) and 8 6 (24) 6 (11) and 8 6 (19) 6 (12) and 8 6 (12) and 8 6 (13) 6 (24) |
$ 1,074,489 6,660 166,213 477,252 839,194 79,050 5,747 2,648,605 - 22,212 3,228,305 18,574 71,823 170,856 30,855 26,324 33,527 3,602,476 $ 6,251,081 $ 400,000 85,654 162 291,208 336,506 3,087 50,716 37,361 1,204,694 1,494,142 35,552 118,819 1,648,513 2,853,207 1,677,221 924,140 142,979 121,367 369,802 634,148 (137,171) 3,098,338 299,536 3,397,874 $ 6,251,081 |
17 - 3 8 13 1 - |
$ 1,237,556 6,660 179,136 506,053 737,013 107,172 4,861 2,778,451 - 24,695 3,119,747 19,562 86,983 52,108 65,075 19,400 19,170 3,406,740 $ 6,185,191 $ 447,000 96,559 558 323,182 426,424 45,407 50,341 56,440 1,445,911 1,415,618 35,978 70,836 1,522,432 2,968,343 1,677,221 929,972 119,606 91,075 233,724 444,405 (121,368) 2,930,230 286,618 3,216,848 $ 6,185,191 |
20 - 3 8 12 2 - 45 - - 51 - 2 1 1 - - 55 100 7 2 - 5 7 1 1 1 24 23 - 1 24 48 27 15 2 1 4 7 (2) 47 5 52 100 |
| through profit or loss, current | |||||
| Notes receivable, net Accounts receivable, net Inventories Prepayments Other current assets |
|||||
| Total current assets | 42 | ||||
| NONCURRENT ASSETS Financial assets at fair value through profit or loss, non-current Financial assets at fair value through other comprehensive income, non-current |
- - 52 - 1 3 1 - 1 58 100 |
||||
| Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets |
|||||
| Prepayments for equipment | |||||
| Refundable deposits Other non-current assets Total non-current assets TOTAL |
|||||
| 6 1 - 5 5 - 1 1 19 24 1 2 27 46 |
|||||
| LIABILITIES AND EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Short-term loans Current contract liabilities |
|||||
| Notes payable | |||||
| Accounts payable | |||||
| Other payable Current tax liabilities Long-term loans - current portion Other current liabilities, others Total current liabilities NONCURRENT LIABILITIES Long-term loans Net defined benefit liability, non-current Other non-current liabilities, others Total non-current liabilities Total liabilities |
|||||
| 27 14 2 2 6 |
|||||
| EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT Capital stock Capital surplus Retained earnings Appropriated as legal capital reserve |
6 (14) 6 (15) 6 (16) |
||||
| Appropriated as special capital reserve | |||||
| Unappropriated retained earnings | |||||
| Total retained earnings Others equity interests |
6 (17) 6 (18) |
10 | |||
| (2) | |||||
| Total equity attributable to shareholders of the parent non-controlling interests Total equity |
49 5 54 |
||||
| Total liabilites and equity | 100 | ||||
The accompanying notes are an integral part of the consolidated financial statements.
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Sinphar Pharmaceutical Co., Ltd and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars)
| 2023 | 2022 | |||
|---|---|---|---|---|
| ITEM | Note | Amount $ 2,962,934 (1,871,691) 1,091,243 (446,775) (224,151) (132,580) (1,681) (805,187) 286,056 12,307 34,736 6,320 (33,711) 19,652 305,708 51,068 356,776 (3,736) (4,933) (8,669) (18,186) 3,009 (15,177) (23,846) $ 332,930 $ 375,170 (18,394) $ 356,776 $ 355,631 (22,701) $ 332,930 $ 2.24 $ 2.23 |
% | Amount % |
| OPERATING REVENUE OPERATING COSTS GROSS PROFIT OPERATING EXPENSES Selling expenses Administrative expenses Research and development expenses Expected credit impairment loss Total operating expenses NET OPERATIONS INCOME NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains and losses Finance costs Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX (EXPENSE) BENEFIT PROFIT |
6 (19) 6 (5, 22) 6 (22) and 7 (3) 6(4) 6 (20) 6 (21) 6 (23) 6 (24) 6 (25) 6 (26) |
100 (63) 37 (15) (8) (4) - (27) 10 - 1 - (1) - 10 2 12 |
$ 2,856,651 100 (1,765,351) (62) 1,091,300 38 (408,272) (14) (213,063) (7) (272,163) (10) (467) - (893,965) (31) 197,335 7 5,776 - 48,707 2 21,041 1 (27,813) (1) 47,711 2 245,046 9 (80,872) (3) 164,174 6 |
|
| OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation Unrealized gain from investments in equity instruments measured at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations |
- - - |
9,080 - (5,340) - 3,740 - |
||
| (1) | 16,874 - |
|||
| Income tax related to components of other comprehensive income that will be reclassified to profit or loss Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR PROFIT (LOSS) ATTRIBUTABLE TO : Shareholders of the parent Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Shareholders of the parent Non-controlling interests EARNINGS PER SHARE |
- (1) (1) 11 13 (1) 12 12 (1) 11 |
(2,784) - 14,090 - 17,830 - $ 182,004 6 $ 224,644 8 (60,470) (2) $ 164,174 6 $ 241,535 8 (59,531) (2) $ 182,004 6 |
||
| Basic earnings per share Diluted earnings per share |
$ 1.34 $ 1.34 |
The accompanying notes are an integral part of the consolidated financial statements.
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Sinphar Pharmaceutical Co., Ltd and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars)
| (In Thousands of New Taiwan Dollars) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| EquityAttributable t | o Owners of Parent | |||||||||
| Capital Stock | Retained Earning | $ (91,854) $ (37,325) - - - - Other EquityInterests Foreign Currency Translation Reserve Unrealized Gain(Loss) on Financial Assets at Fair Value Through Other Comprehensive Income |
Total | |||||||
| ITEM | Common Stock | Capital Surplus | Legal Capital Reserve | Special Capital Reserve |
Unappropriated Retained Earnings (Accumulated Deficit) |
$ (91,854) - Foreign Currency Translation Reserve |
Non- Controlling Interests |
Total Equity | ||
| Balance, January 1, 2022 | $ 1,677,221 | $ 963,516 | $ 153,734 | $ 91,075 | $ (34,128) | $ 2,722,239 - |
$ 354,944 | $ 3,077,183 | ||
| Appropriations of earnings | ||||||||||
| Legal reserve used to offset accumulated deficits | - | - | (34,128) | - | 34,128 | - | - | |||
| Other changes in capital surplus | (33,544) | |||||||||
| Stock dividends from capital surplus | - | (33,544) | - | - | - | - | - | (33,544) | ||
| Net profit (loss) in 2022 Other comprehensive income (loss) in 2022, net of income tax Total comprehensive income (loss) in 2022 |
- - - |
- - - |
- - - |
- - - |
224,644 9,080 233,724 |
- 11,153 11,153 |
- (3,342) (3,342) |
224,644 16,891 241,535 |
(60,470) 939 (59,531) |
164,174 17,830 |
| 182,004 | ||||||||||
| Decrease in non-controlling interests | - | - | - | - | - | - | - | - | (8,795) | (8,795) |
| Balance, December 31, 2022 Appropriations of earnings Legal reserve appropriated Special reserve appropriated |
1,677,221 - - |
929,972 - - |
119,606 23,373 - |
91,075 - 30,292 |
233,724 (23,373) (30,292) |
(80,701) - - |
(40,667) - - - - - - (3,784) (3,784) - $ (44,451) |
2,930,230 - - |
286,618 - - |
3,216,848 - - |
| Cash dividends of ordinary share | - - - - - - - $ 1,677,221 |
- - (5,832) - - - - $ 924,140 |
- 23,373 - - - - - $ 142,979 |
- 30,292 - - - - - $ 121,367 |
(167,722) (221,387) (13,969) 375,170 (3,736) 371,434 - $ 369,802 |
- - - - (12,019) (12,019) - $ (92,720) |
(167,722) (167,722) (19,801) 375,170 (19,539) 355,631 - $ 3,098,338 |
- - 49,844 (18,394) (4,307) (22,701) (14,225) $ 299,536 |
(167,722) | |
| Total appropriations of earnings Other changes in capital surplus Changes in ownership interests in subsidiaries Net profit (loss) in 2023 Other comprehensive loss in 2023, net of income tax Total comprehensive income (loss) in 2023 Decrease in non-controlling interests Balance, December 31, 2023 |
(167,722) | |||||||||
| 30,043 | ||||||||||
| 356,776 (23,846) |
||||||||||
| 332,930 | ||||||||||
| (14,225) | ||||||||||
| $ 3,397,874 | ||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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Sinphar Pharmaceutical Co., Ltd and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| Sinphar Pharmaceutical Co., Ltd and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) |
|
|---|---|
| ITEM CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Expected credit impairment loss Interest expense Interest income Loss (gain) on disposal of property, plant and equipment Other adjustments to reconcile loss Changes in operating assets and liabilities: Notes receivable, net Accounts receivable, net Inventories Prepayments Other current assets Contract liabilities Notes payable Accounts payable Other payable Other current liabilities Net defined benefit liability Other operating liabilities Cash generated from operations |
$ 305,708 $ 245,046 206,727 200,849 36,797 65,865 1,681 467 33,711 27,813 (12,307) (5,776) (5,126) 811 (60,370) - 12,769 (19,138) 27,285 (73,590) (102,181) (39,620) 25,232 50,897 (148) 1,320 (10,905) 2,922 (396) 395 (31,974) 121,921 (26,522) (99,220) (19,079) 20,571 (4,162) (5,831) (1,648) (1,413) 375,092 494,289 2023 2022 |
| Interest received | 12,301 5,751 |
| Interest paid Income taxes paid |
(33,651) (27,644) (57,372) (47,098) |
| Net cash generated from operating activities | 296,370 425,298 |
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at amortised cost Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Increase in other non-current assets Increase in prepayments for equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term loan Proceeds from long-term debt Repayments of long-term debt Decrease in redundable deposits Decrease in long-term payables |
(2,450) (9,676) - 43,440 (198,725) (82,166) 6,300 243 (6,924) 7,418 (5,426) (11,963) (30,553) (12,218) (96,785) (59,316) (334,563) (124,238) (47,000) (140,000) 160,000 180,000 (81,101) (259,065) (666) (25) - (1,896) |
| Cash dividends paid Proceeds from issuing shares by subsidiaries Change in non-controlling interests |
(167,722) (33,544) |
| 30,043 - |
|
| (14,225) (8,795) |
|
| Net cash generated used in financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD CASH AND CASH EQUIVALENTS AT END OF THE PERIOD |
(120,671) (263,325) (4,203) 5,036 (163,067) 42,771 1,237,556 1,194,785 $ 1,074,489 $ 1,237,556 |
The accompanying notes are an integral part of the consolidated financial statements.
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Sinphar Pharmaceutical Co., Ltd. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2023 and 2022
(Amounts in Thousands of New Taiwan Dollars , Unless Specified Otherwise )
- 1.GENERAL INFORMATION
Sinphar Pharmaceutical Co., Ltd. (Sinphar) was incorporated in the Republic of China (“R.O.C.”) on July 2, 1977. Sinphar mainly engages in the production, processing and trading of various medicines, Chinese medicines, medical comestic products and nutrients. The main operations of Sinphar and its subsidiaries (collectively as “the Group”) are described in the Note 4(3.). Sinphar is the Group’s ultimate parent company.
The consolidated financial statements are presented in the Group's functional currency, New Taiwan Dollars.
- APPROVAL OF FINANCIAL STATEMENTS
The accompanying consolidated financial statements were approved and authorized for issue by the Board of Directors on March 6, 2024.
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APPLICATION OF NEW AND REVISED STANDARDS, AMENDMENTS AND INTERPRETATIONS
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(1) Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).
New standard, interpretation and amendments endorsed by the FSC and effective from 2023 are as follows:
| New Standards,Interpretations and Amendments Amendments to IAS 1 “Disclosures 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” Amendments to IAS 12 “International Tax Reform-PillarTwo Model Rules ” |
Effective Date Announced byIASB |
|---|---|
| January 1, 2023 (Note 1) January 1, 2023 (Note 2) January 1, 2023 (Note 3) (Note 4) |
Note 1: An entity shall apply these amendments for annual reporting periods beginning on or after January 1, 2023.
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Note 2: These amendments apply to changes in accounting estimates and changes in accounting policies that occur during annual reporting periods beginning on or after January 1, 2023.
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Note 3: An entity shall apply the amendments to transactions that occur on or after the beginning of the earliest comparative period presented. It also, at the beginning of the earliest comparative period presented, recognizes deferred taxes for all temporary differences related to leases and decommissioning obligations and recognizes the cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at that date.
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Note 4: As a temporary exception under IAS 12, an entity shall not recognize deferred income tax assets and liabilities assoicated with Pillar 2 income tax, nor shall it disclose the related information. However, the entity shall disclose in its financial report that it has already applied this exception. An entity shall apply this part of the amendment retrospectively in accordance with IAS 8 since the date that the amendments were issued (i.e. May 23, 2023). An entity shall apply the remaining disclosure requirements for the annual reporting periods beginning on or after January 1, 2023 and needs not to disclose such information in its interim reports with a reporting date ending before or on December 31, 2023.
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A.Amendments to IAS 1 “Disclosures of Accounting Policies”
The amendments clarify that an entity shall disclose its material significant accounting policy information if the transaction, other event or condition to which the accounting policy information relates is material in size or nature, or a combination of both, and the accounting policy information that relates to a material transaction, other event or condition is also material to the financial statements. On the other hand, if the transaction, other event or condition to which the accounting policy information relates is immaterial in size or nature, an entity needs not to disclosure the accounting policy information that relates to the immaterial transaction, other event or condition. Additionally, Immaterial accounting policy information that relates to material transactions, other events or conditions need not be disclosed, either. However, an entity’s conclusion that accounting policy information is immaterial does not affect the related disclosure requirements set out in other IFRS Standards.
- B.Amendments to IAS 8 “Definition of Accounting Estimates”
The amendments define accounting estimates as monetary amounts in financial statements that are subject to measurement uncertainty and clarify that a change in measurement techniques or inputs used to develop an accounting estimate is a change in accounting estimates unless the change is due to an error from prior periods.
- C.Amendments to IAS 12 “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction”
The amendments narrow the exemption extent in paragraphs 15 and 24 of IAS 12 for an entity from recognizing a deferred tax asset or liability in particular circumstances. In particular, the exemption does not apply to a transaction that gives rise to equal taxable and deductible difference at the time of the transaction. At the initial application of the amendments, an entity shall, at the beginning of the earliest comparative period presented, recognise deferred taxes for all deductible and taxable temporary differences associated with (i) lease and (ii) decommissioning liabilities and recognise the cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at that date. An entity shall also apply the amendments transactions that occur on or after the beginning of the earliest comparative period presented. When initially applying the amendments, the information for comparable periods shall be restated.
-
“ - ” -
D.Amendments to IAS 12 International Tax Reform Pillar Two Model Rules
The amendments stipulates that, as a temporary exception to IAS 12, Group shall neither recognize nor disclose information about deferred income tax assets and liabilities for Pillar Two income tax relating to international tax reform; however, Group shall disclose in its financial reports that it has applied this exception. In addition, Group shall separately disclose its current income tax expenses (benefits) relating to Pillar Two income tax. If the Pillar Two bill has been enacted or has been substantively enacted but has not yet taken effect, Group should disclose qualitative and quantitative information on its exposure to Pillar Two income tax that is known or can be reasonably estimated.
Based on the Group’s assessment, the New IFRSs above have no significant effect on the Group’s financial position and financial performance.
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13 -
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(2) The IFRSs issued by International Accounting Standards Board (IASB) and endorsed by FSC with effective date starting 2024.
New standards, interpretations and amendments endorsed by the FSC and effective from 2024 are as follows:
New Standards, Interpretations and Amendments Effective Date Announced by IASB Amendments to IFRS 16 “Lease Liability in a Sale and January 1, 2024 (Note 1) Leaseback” Amendments to IAS 1 “Classification of Liabilities as Current January 1, 2024 or Non-current” Amendments to IAS 1 “Non-current Liabilities with January 1, 2024 Covenants” Amendments to IAS 7 and IFRS 7 “Supplier finance January 1, 2024 (Note 2) arrangements ”
-
Note 1: The seller-lessee shall apply the amendments retrospectively in accordance with IAS 8 for the sale and leaseback transactions made after the initial application of IFRS 16.
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Note 2: The amendment provides certain transitional reliefs. When initially appling the amendment, entities are not required to disclose comparative information and interim period information, as well as opening information required by paragraph 44H(b)(ii)-(iii).
-
A.Amendments to IFRS 16 “Lease liability in a sale and leaseback”
The amendment clarifies that for a sale and leaseback transaction, if the transfer of the asset is treated as a sale in accordance with IFRS 15, the liabilities incurred by the seller-lessee due to the leaseback should be treated in accordance with the IFRS 16. Moreover, if any variable lease payments that do not depend on an index or rate are involved, the seller-lessee should still determine and recognize the lease liability arising from such variable payments in a manner that does not recognize gains and losses related to the retained right of use. The difference between the subsequent actual lease payment amount and the reduced carrying amount of the lease liability is recognized in profit or loss.
B.Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”
The amendments clarify that when an entity determines whether a liability is classified as non-current, the entity should assess whether it has the right to defer the settlement for at least twelve months after the reporting period. If the entity has that right on the end of reporting period, that liability must be classified as non-current regardless whether the entity expects whether to exercise the right or not. If the entity must follow certain conditions to have the right to defer the settlement of a liability, the entity must have followed those conditions at the end of reporting period in order to have that right, even if the lender tests the entity’s compliance on a later date.
The aforementioned settlement means transferring cash, other economic resources or the entity’s equity instruments to the counter-party to extinguish the liability. If the terms of the liability give the counterparty an option to extinguish the liability by the entity’s equity instruments, and this option is recognized separately in equity in accordance with IAS 32 “Financial Instruments: Presentation”, then the classification of the liability will not be affected.
- C.Amendment to IAS 1 “Non-current Liabilities with Covenants”
This amendment further clarifies that only contractual terms that are required to be complied with before the end of the reporting period will affect the classification of the liability at that date. The contractual terms that required to be complied with within 12 months after the reporting period do not affect the classification of liabilities at the reporting date. However, for liabilities classified as noncurrent and must be repaid within 12 months after the reporting period due to potential non-compliance, the relevant facts and circumstances should be disclosed.
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D.Amendments to IAS 7 and IFRS 7 “Supplier finance arrangements”
Supplier financing arrangements involve one or more financing providers making payments to suppliers on behalf of an entity, and the entity agrees to repay the financing providers on the payment date agreed with the suppliers or a later date. The amendments to IAS 7 require an entity to disclose information on its supplier financing arrangements to enable users of financial statements to assess the impact of these arrangements on the entity's liabilities, cash flows and exposure to liquidity. The amendments to IFRS 7 include into its application guidance that when disclosing how an entity manages the liquidity risk of its financial liabilities, it may also consider whether it has obtained or can obtain financing facilities through supplier financing arrangements, and whether these arrangements may cause concentration of liquidity risk.
Based on the Group’s assessment, the application of the New IFRSs above will not have any significant impact on the Group’s financial position and financial performance.
- (3) The IFRSs issued by International Accounting Standards Board (“IASB”) but not yet endorsed and issued into effect by the FSC.
| into effect by the FSC. | |
|---|---|
| New Standards,Interpretations and Amendments | Effective Date Announced byIASB |
| Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9 -Comparative Information” Amendments to IAS 21 “Lack of Exchangeability” |
To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2025 |
As of the date, the accompanying consolidated financial statements were authorized for issue, the Group is still evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Group completes the evaluation.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The main accounting policies used in the preparation of the consolidated financial report are explained below. Unless otherwise stated, these policies apply consistently throughout all reporting periods.
- (1.) Statement of Compliance
The accompanying consolidated financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC.
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(2.) Basis of Preparation the Consolidation Financial Statement
-
A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:
- (A.) The financial assets and liabilities measured at fair value through profit and loss (including derivative financial instruments).
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(B.) The financial assets measured at fair value through other comprehensive income.
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(C.) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.
-
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B. The preparation of financial statements in compliance with IFRSs endorsed by FSC requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in process of applying the Group’s accounting policies. The areas involving a high degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
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(3.) Basis of Consolidation
-
A. The basis for the preparation of consolidated financial statements
-
(A.) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are the entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
-
(B.) All intra-company transactions, balances, and unrealized gains or losses are eliminated in full on consolidation. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
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(C.) Profit or loss and each component of other comprehensive income are attributed to the shareholders of the parent and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the shareholders of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
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(D.) Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control of the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in subsidiaries. Any difference between the amount of the non-controlling interests adjusted and the fair value of the consideration paid or received is recognized directly in equity.
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(E.) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
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B. The subsidiaries included in the consolidated financial statements:
| Name of the Investor Sinphar Pharmaceutical Co., Ltd. Sinphar Pharmaceutical Co., Ltd Sinphar Pharmaceutical Co., Ltd Sinphar Pharmaceutical Co., Ltd Sinphar Pharmaceutical Co., Ltd SynCore Biotechnology Co., Ltd. SUNETIC BIOTECH INC. Sinphar Tian-Li Pharmaceutical Co., Ltd.(Hangzhou) Sinphar Tian-Li Pharmaceutical Co., Ltd.(Hangzhou) |
Name of subsidiaries CANCAP PHARMACEUTICAL LTD. SUNETIC BIOTECH INC. UNIVERSAL NEXT TECHNOLOGIES INC. ZuniMed Biotech Co., Ltd. SynCore Biotechnology Co., Ltd. SynCore Biotechnology Europe GmbH Sinphar Tian-Li Pharmaceutical Co., Ltd.(Hangzhou) Hetian Tianli shasheng Pharmaceutical Development Co., Ltd. Hangzhou Vitrum Healthy Food Co., Ltd. |
Main Business Production and sale of healthy food Investment business Investment business Production and sale of medical appliances New drug and biotechnology service New drug development and biotechnology service Production and sales of raw materials, pharmaceuticals, etc. Scientific research and production and sales of shasheng Pharmaceutical Sale of cosmetics and healthy food |
Percentage of Ownership | Percentage of Ownership |
|---|---|---|---|---|
31-Dec-23 88.43% 83.47% 100.00% 100.00% 64.26% (Note) 100.00% 100.00% 91.00% 100.00% |
31-Dec-22 | |||
| 88.43% 83.47% 100.00% 100.00% 62.09% 100.00% 100.00% 91.00% 100.00% |
-
Note:(A.) The Subsidiary, SynCore Biotechnology Co., Ltd.’s shareholders held a meeting on May 5, 2023, and resolved to cover deficit by reducing capital by NT$843,325 thousand, writing off 84,332 thousand shares (including privately placed equuity 33,131 thousand shares). The ratio of capital reduced was 73.28%. The registration had been completed on May 31, 2023.
- (B.) The Subsidiary, SynCore Biotechnology Co., Ltd.’s Board of Directors resolved on August 8, 2023 to raise capital through the issuance of 4,420 thousand ordinary shares. Amount to be issued through the cash capital increase is $NTD150,280 thousand at a subscription price of $NTD34 per share. The registration has been completed, and the Group acquired 3,507 thousand shares.
-
C. Subsidiaries not included in the consolidated financial statements: None
-
D. Adjustments for subsidiaries with different balance sheet dates: None
-
E. Significant restrictions: None
-
F. Subsidiaries hold the securities issued by the parent company: None
-
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G. Subsidiaries that have material non-controlling interests to the Group:
| Subsidiary SynCore Biotechnology Co., Ltd. SUNETIC BIOTECH INC. Subsidiary |
Proportion of equity and voting rights held by non-controlling interests Location 31-Dec-23 30-Dec-22 Taiwan 35.74% 37.91% Mauritius 16.53% 16.53% Profit or loss allocated to non-controlling interests For the Year Ended December 31,2023 For the Year Ended December 31,2022 $ (15,474) $ (71,516) (2,603) 12,123 (317) (1,077) $ (18,394) $ (60,470) |
Proportion of equity and voting rights held by non-controlling interests Location 31-Dec-23 30-Dec-22 Taiwan 35.74% 37.91% Mauritius 16.53% 16.53% Profit or loss allocated to non-controlling interests For the Year Ended December 31,2023 For the Year Ended December 31,2022 $ (15,474) $ (71,516) (2,603) 12,123 (317) (1,077) $ (18,394) $ (60,470) |
Proportion of equity and voting rights held by non-controlling interests |
Proportion of equity and voting rights held by non-controlling interests |
Proportion of equity and voting rights held by non-controlling interests |
|---|---|---|---|---|---|
| 31-Dec-23 30-Dec-22 35.74% 37.91% 16.53% 16.53% loss allocated to non-controlling interests |
30-Dec-22 | ||||
| For the Year Ended December 31,2023 $ (15,474) (2,603) (317) $ (18,394) |
For the Year Ended December 31,2022 |
||||
| SynCore Biotech Co., Ltd. SUNETIC BIOTECH INC. (Excluing non-controlling interest held by the subsidiary) Others Total |
$ (71,516) 12,123 (1,077) |
||||
| $ (60,470) |
| Non-controlling interests | Non-controlling interests | |
|---|---|---|
| Subsidiary SynCore Biotech Co., Ltd SUNETIC BIOTECH INC. (Excluding non-controlling interest held by the subsidiary) Others Total |
31-Dec-23 $ 127,816 161,510 10,210 $ 299,536 |
30-Dec-22 |
| $ 94,585 181,325 10,708 |
||
| $ 286,618 |
Please refer to Note 13 and Table 4 for information on the subsidiaries’ main business locations and countries of registrations.
Summarized financial information of the subsidiaries:
(a.) Balance Sheet
SynCore Biotechnology Co., Ltd. and Subsidiaries
| ITEM Current assets Non-current assets Current liabilities Non-current liabilities Equity Equity attributed to :Sinphar (note 1) Non-controlling interests IFRS16 adjustments (note 2) |
31-Dec-23 $ 310,481 67,881 (21,226) - $ 357,136 $ 229,834 127,816 (514) $ 357,136 |
31-Dec-22 $ 348,233 88,415 (186,644) (992) $ 249,012 $ 154,941 94,585 (514) $ 249,012 |
|---|---|---|
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18 -
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Note 1
:The rental expenses of property and building as of December 31, 2023 and 2022 were NT $533 thousand and NT $522 thousand, respectively. These transactions between the consolidated companies and the time difference of revenue recognition were eliminated for the preparation of consolidated report. -
Note 2
:They were property and building leased from the parent company. Since these were intercompany transactions, the accumulative effects aroused from the first application to IFRS 16 were eliminated for the preparation of the consolidated financial statement.
SUNETIC BIOTECH INC. and Subsidiaries
| ITEM Current assets Non-current assets Current liabilities Non-current liabilities Equity Equity attributed to :Sinphar Non-controlling interests Non-controlling interests of the subsidiaries |
31-Dec-23 $ 328,714 748,483 (39,368) (18,521) $ 1,019,308 $ 842,572 166,855 9,881 $ 1,019,308 |
31-Dec-22 |
|---|---|---|
| $ 418,420 780,983 (62,780) (22,343) |
||
| $ 1,114,280 | ||
| $ 921,424 182,472 10,384 |
||
| $ 1,114,280 |
(b.) Statements of comprehensive incomes
SynCore Biotechnology Co., Ltd. and Subsidiaries
| ITEM Revenue Net loss Other comprehensive loss Total comprehensive loss Net loss attributable to :Sinphar (Note) Non-controlling interests Total comprehensive loss attributable to :Sinphar (Note) Non-controlling interests |
For the Year Ended December31,2023 $ 20,196 $ (38,172) (2,984) $ (41,156) $ (22,698) (15,474) $ (38,172) $ (24,543) (16,613) $ (41,156) |
For the Year Ended December31,2022 |
|---|---|---|
| $ 15,857 | ||
| $ (188,666) (5,242) |
||
| $ (193,908) | ||
| $ (117,150) (71,516) |
||
| $ (188,666) | ||
| $ (120,406) (73,502) |
||
| $ (193,908) |
Note : The rental expenses of property and building for the years ended December 31, 2023 and 2022 were NT $11 thousand and NT $102 thousand, respectively. These transactions between the consolidated companies and the time difference of revenue recognition were eliminated for the preparation of consolidated report.
- 19 -
SUNETIC BIOTECH INC. and Subsidiaries
| For the Year Ended | For the Year Ended | For the Year Ended | ||
|---|---|---|---|---|
| ITEM | December 31,2023 | December 31,2022 | ||
| Sales Revenue | $ | 243,995 | $ | 328,520 |
| Net Profit | $ | 9,648 |
$ | 71,464 |
| Net loss attributable to non- | ||||
| controlling interests | (317) | (1,077) | ||
| Net Profit | 9,331 | 70,387 | ||
| Other comprehensive income (loss) | (18,254) | 16,839 | ||
| Total comprehensive income (loss) | $ | (8,923) | $ | 87,226 |
Net profit (loss) attributable to: |
||||
| Sinphar | $ | 8,053 |
$ | 59,651 |
| Non-controlling interests | 1,595 | 11,813 | ||
| Non-controlling interests of | ||||
| the subsidiaries | (317) | (1,077) | ||
| $ | 9,331 | $ | 70,387 | |
| Total comprehensive income (loss) | ||||
attributable to: |
||||
| Sinphar | $ | (7,028) |
$ | 73,565 |
| Non-controlling interests | (1,392) | 14,568 | ||
| Non-controlling interests of | ||||
| the subsidiaries | (503) | (907) | ||
| $ | (8,923) | $ | 87,226 | |
| Statements of Cash Flows | ||||
| SynCore BiotechnologyCo.,Ltd and Subsidiaries | ||||
| ITEM | 2023 | 2022 | ||
| Net cash used in operating activities | $ | (82,373) |
$ | (209,612) |
| Net cash used in investing activities | (778) | (1,031) | ||
| Net cash generated from (used in) | ||||
| financing activities | 78,675 | (73,212) | ||
| Effect of exchange rate | 27 | 30 | ||
| Net decrease in cash and cash | ||||
| equivalents | $ | (4,449) | $ | (283,825) |
| Dividends paid to non-controlling | ||||
| interests |
$ | - |
$ | - |
(c.) Statements of Cash Flows
- 20 -
SUNETIC BIOTECH INC. and Subsidiaries
| ITEM Net cash generated from (used in) operating activities Net cash generated from (used in) investing activities Net cash used in financing activities Effect of exchange rate Net increase (decrease) in cash and cash equivalents Dividends paid to non-controlling interests |
2023 $ (30,123) (27,465) (86,182) (4,271) $ (148,041) $ 14,225 |
2022 |
|---|---|---|
| $ 165,768 29,329 (53,197) 5,011 |
||
| $ 146,911 | ||
| $ 8,795 |
- (4.) Foreign Currencies
A. Foreign currency transaction
Transactions in currencies other than the Group’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period. Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are not retranslated. Except for financial instruments at FVTOCI, financial instruments that are designated as foreign operation net hedge or qualified as cash flow hedge, the retranslation foreign exchange differences are recognized in other comprehensive income. In other cases, the exchange differences are recognized in profit and loss.
B. Translation of foreign operation
For the purpose of preparing consolidated financial statements, the functional currencies of the Group and the foreign entities (including subsidiaries, associates, joint ventures and branches in other countries that use currency different from the currency of the Group) 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; profits and losses items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.
On the disposal of a foreign operation involving the loss of control, joint venture or significant influence over the foreign operation, all of the exchange differences accumulated in equity in respect of that operation are reclassified to profit or loss.
In relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to the noncontrolling interests of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.
-
21 -
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(5.) Classification of Current and Noncurrent Assets and Liabilities
-
A. Assets that meet one of the following criteria are classified as current assets:
-
(A.) Assets that expected to be realized or intended to be sold or used within normal operating cycle;
-
(B.) Assets held primarily for the purpose of trading;
-
(C.) Assets that are expected to be realized within 12 months after the reporting period; and
-
(D.) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle liabilities more than twelve months after the balance sheet date.
-
Assets that are not classified as current are classified as non-current.
-
B. Liabilities that meet one of the following criteria are classified as current liabilities:
-
(A.) Liabilities expected to be paid off within normal operating cycle;
-
(B.) Liabilities held primarily for the purpose of trading;
-
(C.) Liabilities due to be settled within 12 months after the reporting period (It is still a current liability even if a long-term refinancing or rearrangement of payment agreement is completed after the balance sheet date and before the financial report is approved,); and
-
(D.) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
Liabilities that are not classified as current are classified as non-current.
- (6.) Cash and Cash Equivalent
Cash and cash equivalent includes cash on hand, bank deposit and short-term, highly liquid investment that are readily convertible to know amount of cash and which are subject to an insignificant risk of change in value. Time deposits with original maturities within 1 year from the closing date that meet the definition above and are held for purpose of meeting short-term cash commitments in operations are classified as cash equivalent.
- (7.) Financial Instruments
Financial assets and financial liabilities are recognized in balance sheets 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 FVTPL) are added to or deducted from 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 FVTPL are recognized immediately in profit or loss.
-
A. Financial assets
-
(A.) Measurement category
The Group adopts trade-date accounting to recognize financial assets.
Financial assets are classified as financial assets at FVTPL, financial assets at amortized cost, and equity investments at FVTOCI.
- 22 -
a. Financial assets at FVTPL
Financial asset is classified as at FVTPL when the financial asset is mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL including equity investments not designated as at FVTOCI and debt instruments that do not meet the criteria of amortized cost or the FVTOCI.
Financial assets at FVTPL are initially and subsequently measured at fair value, with any gains or losses arising from remeasurement recognized in other gains or losses income. Fair value is determined in the manner described in Note 12(3).
- b. Equity investment at FVTOCI
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation 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, they 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.
- c. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
(a.) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
(b.) 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 measured at amortized cost are measured at carrying amount determined by the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
(a.) Purchased or originated credit-impaired financial assets, for those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
-
(b.) Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets, for those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
-
23 -
-
(B.) Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses (“ECL”) on financial assets at amortized cost (including accounts receivable).
The loss allowance for accounts receivable is measured at an amount equal to lifetime ECL. For other financial assets, when the credit risk on the financial instrument has not increased significantly since initial recognition, a loss allowance is recognized at an amount equal to 12month ECL. If there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized at an amount equal to lifetime ECL.
ECL reflects the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL 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 loss for aforementioned financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.
- (C.) Derecognition of financial assets
The Group derecognizes a financial asset when one of the following conditions is met:
-
a. The contractual rights to receive the cash flows from the financial asset expire.
-
b. The contractual rights to receive cash flows of the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.
-
c. The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
The difference between the book value and the price of financial assets at amortized cost will be recognized to profit or loss on disposal of the financial assets. The cumulative gain or loss of the investments in equity instruments at FVTOCI will not be reclassified to profit or loss on disposal of the equity investments. Instead, they will be transferred to retained earnings.
B. Financial liabilities
- (A.) Subsequent measurement
Except for the following, financial liabilities measured at amortized cost are measured using the effective interest rate method after initial recognition.
-
a. Financial liabilities at FVTPL are financial liabilities held for trading or financial liabilities designated upon initial recognition as at FVTPL. Repurchase currently, and the derivative financial instruments unless financial guarantee contract and designated and effective as a hedging instrument, are classified financial liabilities held for trading. The Group designates the financial liabilities upon initial recognition as at FVTPL when the financial liabilities accord to one of the followings:
-
(a.) They are hybrid (combined) contracts containing at least an embedded derivaties and the host contract is an asset not within the scope of IFRS 9; or
-
(b.) Eliminates or significantly reduces measurement or recognition; or
-
(c.) A tool to manage and evaluate its performance on a fair value basis in accordance with a written risk management policy.
-
24 -
-
b. Financial liabilities at FVTPL are stated at fair value upon initial recognition, related transaction costs and any gain or loss arising on remeasurement are recognized in profit or loss.
-
c. A financial liabilities that designated as financial liabilities measured at FVTPL, which amount of change in fair value resulting from a change in credit risk, is recognized as other comprehensive income, and that will not be reclassified subsequently to profit or loss. The amount of the remaining fair value change in the liability is reported in the profit and loss. However, if the aforementioned accounting treatment triggers or exacerbates the improper accounting ratio, the full profits or losses of the liability are reported in the profit or loss.
-
(B.) Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires. When derecognition of financial liabilities, the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, are recognized in profit or loss.
C. Modification of Financial Instruments
When the contractual cash flows of a financial instrument are renegotiated or modified and the renegotiation or modification does not result in the derecognition of that financial instrument, the Group recalculates the gross carrying amount of the financial asset or the amortized cost of the financial liabilities using the original effective interest rate and recognises a modification gain or loss in profit or loss. Any costs or fees incurred adjust the carrying amount of the modified financial instrument and are amortised over the remaining term of the modified financial instrument. If the renegotiation or modification results in that the derecognition of that financial instrument is required, then the financial instrument is derecognized accordingly.
If the basis for determining the contractual cash flows of a financial asset or financial liability changes resulting from interest rate benchmark reform and the change is necessary as a direct consequence of interest rate benchmark reform and the new basis for determining the contractual cash flows is economically equivalent to the previous basis, the Group applies the practical expedient to account for that change as a change in effective interest rate. If changes are made to a financial asset or financial liability in addition to changes to the basis for determining the contractual cash flows required by interest rate benchmark reform, the Group first applies the practical expedient aforementioned to the changes required by interest rate benchmark reform, and then applies the applicable requirements to any additional changes to which that practical expedient does not apply.
(8.) Inventories
Inventories, under a perpetual system, are measured at the lower of cost and net realisable value. Cost is determined using the weighted average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal operating capacity), excluding borrowing costs. The item-by-item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.
-
25 -
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(9.) Agriculture (biological assets and agricultural products)
Agricultural activities are the management of the biological transformation and harvesting of biological assets for sale, conversion into agricultural products or conversion into additional biological assets. Biological assets are measured at fair value less costs of disposal. However, biological assets may be measured at cost less accumulated depreciation if the fair value cannot be obtained from the active market, on the alternative option of the fair value clearly unreliable. Agricultural products harvested from biological assets shall be measured at the fair value less costs to sell.
Gains or losses on initial recognition of biological assets measured at fair value less cost to sell, and gains or losses arising from changes of biological assets in the fair value less cost to sell are included in profit or loss in the period in which they occur.
The agricultural activities of the Group are the cultivation of the parasitic plant Cistanche tubulosa, which is mainly used as raw materials for the finished products of the Group.
-
(10.) Property, Plant and Equipment
-
A. Property, plant and equipment (including bearer plants) are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized. For property, plant and equipment under construction, sample produced from testing whether the asset is functioning properly before its intended use are measured at lower of the costs or net realizable value. Proceeds from selling such an item and the cost of the item are recognized in profit or loss.
-
B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be reliably measured. The carrying amount of the replaced component is derecognized. All other repairs and maintenance expense are recognized in profit or loss as incurred.
-
C. Except for land, which is not depreciated, other items of property, plant and equipment are measured at cost, the depreciable amount shall be allocated by the straight-line method over its useful life. Depreciation methods, useful lives, and residual values are reviewed at the end of each reporting period. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in accounting estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows: Buildings: 3~55 Years
Machinery: 1~18Years
Transportation: 2~10 Years
Office Equipment: 1~15 Years
Other Equipment(including bearer plants): 1~10 Years
-
D. If an item of property, plant and equipment or any significant component is disposed or there is no future economic benefit flow to the Group, the carrying amount is derecognized in profit and loss. The gain or loss arising from the derecognition of an item of property, plant and equipment shall be determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, and it shall be recognized in profit and loss.
-
26 -
(11.) Leases
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease. For a contract that contains a lease component and non-lease component, the Group allocates the total contractual consideration to the lease component on the basis of each single lease component price and the summarized price of non-lease components.
(A.)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
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. However, if the ownership of the underlying assets is transferred to the Group by the end of the lease terms or if the costs of right-of-use assets reflect that the Group will exercise a purchase option, the Group depreciates the right-of-use assets from the commencement dates to the end of the useful lives of the underlying assets.
(B.)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.
(12.) Intangible Assets
- A. Intangible assets acquired separately (with finite useful lives)
Intangible assets acquired from government grants are measured at fair value. 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 as follow.
- (A.)Computer Software:1~10 Years
(B.)Technology:10~20 Years
- (C.)License:The duration of patent right and the duration of the contract whichever is shorter
The estimated useful life, residual value, and amortization period and method are reviewed at the end of each reporting period, with the effect of any changes in estimates accounted for on a prospective basis.
-
27 -
-
B. Internally-generated intangible assets - research and development expenditure
-
(A.)Expenditure on research activities is recognized as an expense in the period in which it is incurred except for the goodwill or intangible assets from business combination.
-
(B.)An internally-generated intangible asset arising from the development phase of an internal project is recognized if, and only if, all of the following conditions have been demonstrated:
-
a.The technical feasibility of completing the intangible asset so that it will be available for use or sale;
-
b.The intention to complete the intangible asset and use or sell it;
-
c.The ability to use or sell the intangible asset;
-
d.When the intangible asset could generate probable future economic benefits;
- e.The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
- f.The ability to measure reliably the expenditure attributable to the intangible asset during its development.
-
(C.) Capitalized intangible assets in development phase are stated at cost, less accumulated amortization and accumulated impairment loss. Intangible assets with indefinite useful lives that are not amortizable.
-
(D.) The assessment of intangible assets with indefinite life is reviewed annually to determine whether the useful lives of intangible asset with indefinite life continues to be with indefinite life. If not, the change in useful life from infinite to finite is recorded as change in accounting estimate.
-
C. Disposal of the assets
Any gain or loss arising from the disposal of the assets is determined as the difference between the disposal proceeds and the carrying amount of the asset and is recognized in profit or loss.
- (13.) Impairment of Non-Financial Assets
The Group assesses at the end of reporting period the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. When the indication of impairment loss recognized in prior years for an asset other than goodwill no longer exists, the impairment loss is reversed to the extent of the loss previously recognized in profit or loss.
Goodwill, intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and recognize impairment loss if the carrying amount less than the recoverable amount. Goodwill cannot be reversed in future periods.
(14.) Provisions
Provisions are recognised when the Group has a present legal or constructive obligation from past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date. The discount rate shall be a pre-tax rate that reflect current market assessment of the time value and the risk specific to the liability. Where discounting is used, the carrying amount of a provision increases in each period to reflect the passage of time. This increase is recognised as interest expense. Future operating loss is not recognized as provisions.
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(15.) Employee Benefits
A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expenses in that period when the employees render service.
B. Pensions
- (A.) Defined contribution plans
For defined contribution plans, the contributions are recognised as pension expenses when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund from the plan or a reduction in future contributions to the plan.
-
(B.) Defined benefit plans
-
a. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current or prior period(s). The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit net obligation is estimated annually by independent actuaries using the projected unit credit method.
-
b. Remeasurements of defined benefit plans are recognized in other comprehensive income as incurred and are recorded as retained earnings.
-
c. Past-service costs are recognized immediately in profit or loss.
-
-
C. Employee’s compensation and directors’ remuneration
Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal or constructive obligations and those amounts can be reliably estimated. Any difference between the amount accrued and the amount actually distributed is accounted for a change in accounting estimate.
- D. 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 recognize any related restructuring costs. The benefits expected to be due more than 12 months after balance sheet date should be discounted to the present value.
(16.) Taxation
-
A. Income tax expenses include both current taxes and deferred taxes. Except for expenses related to the items recognized in other comprehensive income or directly in equity, all current and deferred taxes shall be recognized in profit or loss.
-
B. The current income tax is calculated on the basis of the tax laws enacted or substantively enacted at the end of each reporting period in the countries where the Group and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. According to Income Tax Act in the R.O.C., income tax on unappropriated earnings is expensed in the year the shareholders’ meeting approved the appropriation of earnings which is the year subsequent to the year the earnings are generated.
-
29 -
-
C. Deferred income tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, and it does not give rise to equal deductible and taxable temporary differences at the time of transaction. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
-
D. Deferred tax assets arising from deductible temporary differences, unused loss carry forward and unused tax credits are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period.
-
E. Current income tax assets and liabilities are offset and the net amount reported at the end of the reporting period when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset at the end of the reporting period when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same tax authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.
-
F. Tax credit resulting from acquisitions of equipment or technology, research and development expenditures, employee training, and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilized.
(17.) Revenue
The Group identifies the contract with the customers, and recognizes revenue when performance obligations are satisfied.
- A. Revenue from sale of goods
Revenue from the sale of goods is mainly from sale of medical product. When a customer obtains control of promised goods, at which time the goods are delivered to the customer's specific location and performance obligation is satisfied.
- B. Royalties
Royalties are the rights of using intellectual property in authorized duration. The received royalties are recognized in royalty revenue on a time basis over the period of the authorization.
- C. Technical service
The Group provides research and development technology test services. Revenue from services is recognized as revenue during the period when services are provided to customers. If the services rendered exceed the payment, a contract asset is recognized. If the payments exceed the services rendered, a contract liability is recognized.
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The Group’s estimates of revenue, costs and completion degree are revised with the test situation. Any income and cost increase or decrease caused by the estimated changes will be reflected in profit or loss during the period when the revision situation is known to the management.
(18.) Borrowing costs
The borrowing cost directly attributable to the acquisition, construction or production of a qualified assets, is capitalized as part of the cost of the assets until substantially all necessary activities to reach the intended use or status for sale of the assets have been completed.
To the extent that an entity borrows funds specifically for the purpose of obtaining a qualifying asset, the entity shall determine the amount of borrowing costs eligible for capitalisation as the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of those borrowings.
Except for the aforementioned, all other borrowing costs are recognized as profit or loss in the period in which they are incurred.
- (19.) Government grants
Government grants are recognised at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and 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.
Government grants that are deemed as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future costs are recognized in profit or loss in the period in which they are receivable.
(20.) Earnings per Share
The Group discloses the basic and diluted earnings per share attributable to ordinary equity holders of Sinphar. The calculation of basic earnings per share is based on the profit or loss attributable to the ordinary shareholders of Sinphar divided by the weighted-average number of ordinary shares outstanding. The calculation of diluted earnings per share is based on the profit or loss attributable to ordinary shareholders of Sinphar divided by the weighted-average number of ordinary shares outstanding after adjustment for the effect of all dilutive potential ordinary shares.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, the management is required to make judgments, estimations, and assumptions about the uncertain situation. The estimates and associated assumptions are based on historical experience and other factors considered relevant. Actual results may differ from these estimates.
The Group considers the economic implications of the changes in climates and related governmental policies and regulations, the conflicts between Ukraine and Russia as well as related international sanctions, inflation and volatility in interest rate when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
- 31 -
In the preparation of the consolidated financial statements, the critical accounting judgments the Group has made and the major sources of estimation and assumption uncertainty are described as follows:
- A. Critical accounting judgements
Business model assessment for financial assets
The Group determines the business model at a level that reflects how groups of financial assets are managed together to achieve a particular business objective. This assessment involves judgment and consideration of all relevant evidence, such as how the performance of the assets is evaluated, the risks that affect the performance of the assets, and how the managers of the assets are compensated. The Group constantly assess the adequacy of its business model and monitors financial assets measured at amortized cost and debt investments measured at fair value through other comprehensive income. When these assets are derecognized prior to their maturity, the Group reviews the reasons for their disposal and whether the reasons are consistent with the objective of the business for which the assets were held. If the objective of the business for an asset is changed, the classification of the asset is prospectively changed from the reclassification date.
- B. Critical accounting estimates and assumptions
(A.)Revenue Recognition
Sales revenue, excluding related estimated sales returns, discounts and other similar allowance, is recognized when the control of goods or services is transferred to the customer and the Group satisfies it performance obligation. The Group estimates sales returns and allowance based on historical experience and other known factors. The Group assesses the reasonableness of the estimates periodically.
(B.)Estimated impairment of financial assets
The provision for impairment of accounts receivables, debt investments, and financial guarantee contracts is based on assumptions on default risk and expected loss rates. The Group makes these assumptions and selects inputs for impairment calculation based on the Group’s historical experience and existing market conditions, as well as forward looking information. If the future cash inflows are less than expected, a material impairment loss may arise. Please refer to Note 6(4.)for the assumption and input data.
(C.)Evaluation of inventories
As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. The Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. The management considers current market and historical experience on sperific future product demand for evaluation basis, and charge of these factors may significantly affect the results.
(D.)The useful life of property, plant and equipment
Property, plant and equipment are amortized on a straight-line basis, and the Group periodically evaluates the useful life and residual value of property, plant and equipment. If there is a significant change in the relevant estimates, it will be adjusted in the current period of the change and in subsequent years.
- 32 -
(E.)Impairment assessment of tangible and intangible assets (Goodwill excluded)
In the process of evaluating the potential impairment of tangible and intangible assets other than goodwill, the Group is required to make subjective judgments in determining the independent cash flows, useful lives, expected future revenue and expenses related to the specific assets groups with consideration of any changes in these estimates based on changes economic conditions or business strategies could result in significant impairment charges or reversal in future years.
(F.)Realisability of deferred tax assets
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the deferred tax asset can be utilised. If future generated profit less than expected, there would be significant reversed of deferred tax assets recognized as profit and loss when occured.
6. DETAILS OF SIGNIFICANT ACCOUNTS
- (1.) Cash and Cash Equivalents
| Cash and Cash Equivalents | ||
|---|---|---|
| ITEM Cash on hand Check deposits Demand deposits Cash equivalent Time deposits (Investments with original maturities less than 1 year) Total |
31-Dec-23 $ 3,835 2,034 708,020 360,600 $ 1,074,489 |
31-Dec-22 |
| $ 3,666 2,129 826,370 405,391 |
||
| $ 1,237,556 |
-
A. The Group trades with a variety of financial institutions all with high credit quality to disperse credit risk, and the management expects that the probability of counterparty default is remote.
-
B. The cash and cash equivalents were not pledged.
-
(2.) Financial Assets at Fair Value through Profit or Loss
| Financial Assets at Fair Value through Profit or | Loss | |
|---|---|---|
| ITEM Financial assets mandatorily measured at fair value through profit or loss, current Beneficiary certificates Valuation adjustments Total Financial assets mandatorily measured at fair value through profit or loss, non- current Overseas unlisted preferred shares Valuation adjustments Total |
31-Dec-23 $ 6,475 185 $ 6,660 $ 4,844 (4,844) $ - |
31-Dec-22 |
| $ 6,475 185 |
||
| $ 6,660 | ||
| $ 4,844 (4,844) |
||
| $ - |
A. The Group invested in the preferred stocks of PHYTOCEUTICA INC., it is not entitled to other rights of ordinary shares, except for that dividends and distribution of residual assets preferred over ordinary shares.
-
33 -
-
B. As of December 31, 2023 and 2022, the financial assets at fair value through profit or loss was not pledged or held as collateral.
-
C. Please refer to Note 12 for information about the related credit risk management and the valuation techniques.
-
(3.) Notes Receivable, Net
| .) Notes Receivable, Net | ||||
|---|---|---|---|---|
| ITEM | 31-Dec-23 | 31-Dec-22 | ||
| Notes receivable | $ | 166,720 | $ | 179,489 |
| Less: Allowance for impairment loss | (507) | (353) | ||
| $ | 166,213 | $ | 179,136 |
-
A. As of December 31, 2023 and 2022, the notes receivable were not pledged.
-
B. Please refer to table below for the information about the disclosures on allowance for impairment loss on notes receivable.
-
(4.) Accounts Receivable, Net
| ITEM Accounts receivable Gross Carrying Amount measured at amortized cost Less: Allowance for impairment loss |
31-Dec-23 $ 485,461 (8,209) $ 477,252 |
31-Dec-22 $ 512,746 (6,693) $ 506,053 |
|---|---|---|
-
A. The Group’s average credit terms of accounts receivable were 30 to 210 days, which was determined with factors of customers’ industrial environment, business scales and profitability.
-
B. The accounts receivables were not pledged.
-
C. The Group applies the simplified approach to provisions for expected credit losses, which permits the use of a lifetime expected credit losses provision for all notes receivable and accounts receivable. The lifetime expected credit losses on accounts receivables are estimated by reference to past default experience with the respective debtors and an analysis of the debtors’ current financial positions. According to the past experience of credit loss, there is no significant difference between different customer categories, thus the provision matrix doesn’t further distinguish customer categories, and is set up the expected credit loss ratio by the past due days.
The following table detailed the loss allowance of notes receivables and accounts receivables based on the Group’s provision matrix.
| December 31,2023 Not past due 0 to 60 days 61 to 120 days 121 to 180 days Over 181 days Total |
Expected Credit Loss Ratio 0%~1% 5% 30% 50% 100% |
Gross Carrying Amount $ 613,056 31,294 1,274 243 6,314 $ 652,181 |
Loss Allowance (Lifetime ECL) $ 334 1,565 382 121 6,314 $ 8,716 |
Amortized Cost $ 612,722 29,729 892 122 - $ 643,465 |
|---|---|---|---|---|
- 34 -
| December 31,2022 Not past due 0 to 60 days 61 to 120 days 121 to 180 days Over 181 days Total |
Expected Credit Loss Ratio 0%~1% 5% 30% 50% 100% |
Gross Carrying Amount $ 671,937 11,495 3,915 952 3,936 $ 692,235 |
Loss Allowance (Lifetime ECL) $ 885 575 1,174 476 3,936 $ 7,046 |
Amortized Cost $ 671,052 10,920 2,741 476 - $ 685,189 |
|---|---|---|---|---|
- D. The movements of the loss allowances of notes receivable and accounts receivable, including those from related parties, were as follows:
| from related parties, were as follows: | ||
|---|---|---|
| Balance on January 1 Add: Recognition of impairment losses Foreign exchange gains and losses Balance at December 31 |
For the Year Ended December 31,2023 $ 7,046 1,681 (11) $ 8,716 |
For the Year Ended December 31,2022 |
| $ 6,536 467 43 |
||
| $ 7,046 |
-
E. These amounts were recognized without considering other credit enhancements held by the Group. The Group writes off accounts receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. However, the Group continues to engage in enforcement activity to recover the receivables due. Any recovered amounts are recognized in profit or loss.
-
F. Please refer to Note 12 for information about the related credit risk management and the valuation techniques.
(5.) Inventories
| Inventories | ||
|---|---|---|
| ITEM Merchandise Finished goods Work in process Raw materials Materials Total |
31-Dec-23 $ 2,727 298,744 152,418 342,617 42,688 $ 839,194 |
31-Dec-22 |
| $ 1,039 268,401 145,492 275,972 46,109 |
||
| $ 737,013 |
- A. Cost of Revenue related to inventories recognized in profit or loss as follows:
| ITEM Cost of Goods Sold Loss on decline (gain on reversal) in market value of inventories Loss on inventory scrapped Others Total |
For the Year Ended December31 | For the Year Ended December31 |
|---|---|---|
| 2023 $ 1,860,580 (4,898) 16,711 (702) $ 1,871,691 |
2022 | |
| $ 1,741,768 8,111 17,325 (1,853) |
||
| $ 1,765,351 |
-
B. No inventories were pledged or held as collateral.
-
35 -
(6.) Prepayments
| Prepayments | ||
|---|---|---|
| ITEM Payments in Advance Offset Against Business Tax Payable Office Supplies Other Prepayments Total Financial Assets at FVTOCI – non-current ITEM Equity instruments Domestic unlisted ordinary shares Foreign listed shares Overseas unlisted preferred shares Subtotal Valuation adjustments Total |
31-Dec-23 $ 37,704 34,269 530 6,547 $ 79,050 31-Dec-23 $ 12,126 37,102 36,409 85,637 (63,425) $ 22,212 |
31-Dec-22 |
| $ 49,243 31,427 18,053 8,449 |
||
| $ 107,172 | ||
| 31-Dec-22 | ||
| $ 9,676 37,102 36,409 |
||
83,187 (58,492) |
||
| $ 24,695 |
-
(7.) Financial Assets at FVTOCI – non-current
-
A. These investments in equity instruments were held for long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believed that recognizing short-term fluctuations from 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.
-
B. The financial assets at FVTOCI were not pledged or held as collateral.
-
C. Please refer to Note 12 for information about the related credit risk management and the valuation techniques.
-
(8.) Property, Plant and Equipment
| Cost 1-Jan-23 Additions Disposals Reclassification Effect of exchange rate changes 31-Dec-23 Accumulated depreciation and Impairment 1-Jan-23 Depreciation Disposals Effect of exchange rate changes 31-Dec-23 |
Land $ 717,584 - - - - $ 717,584 $ - - - - $ - |
Buildings |
Machinery | Other Equipment $ 336,048 20,521 (14,322) 7,932 (737) $ 349,442 $ 260,387 19,752 (14,026) (559) $ 265,554 |
Unfinished Construction and Equipments Pending Acceptance $ 72,622 115,721 - (58,638) - $ 129,705 $ - - - - $ - |
Total $ 5,743,756 198,695 (30,404) 130,648 (21,785) $ 6,020,910 $ 2,624,009 206,089 (29,230) (8,263) $ 2,792,605 |
|---|---|---|---|---|---|---|
| $ 2,926,564 20,667 - 47,303 (16,155) |
$ 1,690,938 41,786 (16,082) 134,051 (4,893) |
|||||
| $ 2,978,379 | $ 1,845,800 | |||||
| $ 1,122,935 89,240 - (5,311) |
$ 1,240,687 97,097 (15,204) (2,393) |
|||||
| $ 1,206,864 | $ 1,320,187 |
- 36 -
| Cost 1-Jan-22 Additions Disposals Reclassification Effect of exchange rate changes 31-Dec-22 Accumulated Depreciation and Impairment 1-Jan-22 Depreciation Disposals Effect of exchange rate changes 31-Dec-22 CarryingAmount 31-Dec-23 31-Dec-22 |
Land $ 717,584 - - - - $ 717,584 $ - - - - $ - $ 717,584 $ 717,584 |
Buildings | Machinery | Other Equipment $ 309,851 21,231 (1,354) 5,376 944 $ 336,048 $ 243,113 17,693 (1,253) 834 $ 260,387 $ 83,888 $ 75,661 |
Unfinished Construction and Equipments Pending Acceptance $ 66,323 37,271 - (30,972) - $ 72,622 $ - - - - $ - $ 129,705 $ 72,622 |
Total $ 5,626,084 88,136 (8,951) 17,284 21,203 $ 5,743,756 $ 2,422,182 200,207 (7,897) 9,517 $ 2,624,009 $ 3,228,305 $ 3,119,747 |
|---|---|---|---|---|---|---|
| $ 2,882,399 11,877 (78) 19,777 12,589 |
$ 1,649,927 17,757 (7,519) 23,103 7,670 |
|||||
| $ 2,926,564 | $ 1,690,938 | |||||
| $ 1,031,583 87,941 (27) 3,438 |
$ 1,147,486 94,573 (6,617) 5,245 |
|||||
| $ 1,122,935 | $ 1,240,687 | |||||
| $ 1,771,515 | $ 525,613 | |||||
| $ 1,803,629 | $ 450,251 |
-
A. Property, plant and equipment were pledged as collateral for both long-term and short-term loans, please refer to Note 8.
-
B. As of December 31, 2023 and 2022, the Group acquired agricultural lands from non-related parties
for the purpose of plant planning which could not be registered ownership of the Group. The acquisition cost was NT$23,184 thousand, and the land was registered in the name of Shu Fei Yu.
To protect the interest of the Group, the mortgage right of the land was registed belong to the Group.
(9.) Right-of-Use Assets
| ht-of-Use Assets | |||||
|---|---|---|---|---|---|
| ITEM | 31-Dec-23 21,715 (3,141) 18,574 Land |
31-Dec-22 | |||
| Land Less:Accumulated Depreciation Net 1-Jan-23 Additions Effect of exchange rate changes 31-Dec-23 |
$ | $ 22,122 (2,560) |
|||
| $ | $ 19,562 | ||||
| Cost | Accumulated Depreciation |
CarryingAmount | |||
| $ 19,562 (638) (350) |
|||||
| $ 18,574 |
- 37 -
| 1-Jan-22 Addition Effect of Exchange Rate Changes 31-Dec-22 |
Land | ||
|---|---|---|---|
| Cost $ 21,801 - 321 $ 22,122 |
Accumulated Depreciation $ (1,892) (642) (26) $ (2,560) |
CarryingAmount | |
| $ 19,909 (642) 295 |
|||
| $ 19,562 |
-
A. The Group signed a contract with the Ministry of Land and Resources of the People's Republic of China, in 2003; the Group acquired the right-of-use of the lands in Yuhang development zone and Ka Zi Na Ke development zone for the purpose of setting up plants and agricultural usage. It was amounted for RMB $7,544 thousand for the right of usage for 50 years.
-
B. The right-of-use assets were pledged as collateral for both long-term and short-term loans, please refer to Note 8.
-
C. As of December 31, 2023, there was no indication that the right-of-use assets were impaired, therefore the Group did not assess impairment.
-
(10.) Intangible Assets
| tangible Assets | ||||
|---|---|---|---|---|
| Cost 1-Jan-23 Additions Disposals Reclassification Effect of foreign currency exchange difference 31-Dec-23 Accumulated Depreciation and Impairment 1-Jan-23 Depreciation Disposals Effect of foreign currency exchange difference 31-Dec-23 Cost 1-Jan-22 Additions Disposals Effect of foreign currency exchange difference 31-Dec-22 |
Trademarks $ 2,463 - - - (46) $ 2,417 $ 2,421 16 - (46) $ 2,391 $ 2,427 - - 36 $ 2,463 |
Software $ 91,839 5,260 (10,516) 223 - $ 86,806 $ 62,980 13,489 (10,516) - $ 65,953 $ 95,831 11,138 (15,130) - $ 91,839 |
Technology licenses $ 347,941 - - - - $ 347,941 $ 289,859 7,138 - - $ 296,997 $ 347,941 - - - $ 347,941 |
Total |
| $ 442,243 5,260 (10,516) 223 (46) |
||||
| $ 437,164 | ||||
| $ 355,260 20,643 (10,516) (46) |
||||
| $ 365,341 | ||||
| $ 446,199 11,138 (15,130) 36 |
||||
| $ 442,243 |
- 38 -
| Accumulated Depreciation and Impairment 1-Jan-22 Depreciation Disposals Effect of foreign currency exchange difference 31-Dec-22 Carrying Amount 31-Dec-23 31-Dec-22 |
Trademarks $ 2,369 17 - 35 $ 2,421 $ 26 $ 42 |
Software $ 60,098 18,012 (15,130) - $ 62,980 $ 20,853 $ 28,859 |
Technology licenses $ 266,436 23,423 - - $ 289,859 $ 50,944 $ 58,082 |
Total $ 328,903 41,452 (15,130) 35 $ 355,260 $ 71,823 $ 86,983 |
|---|---|---|---|---|
-
A. The software was pledged as collateral for both long-term loans, please refer to Note 8.
-
B. The aforementioned technology licenses were licensed by the National Health Research Institutes (NHRI) and were acquired from a Germany company “Medigene”. The main purpose of these technologies were to develop new drug for anticancer.
-
(11.) Short-term loans
| rt-term loans | ||
|---|---|---|
| Category Unsecured Loans Secured loans Total Category Unsecured Loans Secured loans Total |
31-Dec-23 | |
| Amount Interest rate $ 360,000 1.75%~1.95% 40,000 2.04%~2.28% $ 400,000 31-Dec-22 |
Interest rate | |
| Amount $ 420,000 27,000 $ 447,000 |
Interest rate | |
| 1.44%~2.32% 1.79%~2.03% |
The Group pledged some of its property, plant and equipment as well as other financial assets as collaterals for short-term borrowings. Please refer to Note 8 for more information.
- (12.) Long-Term Borrowings and Current Portion of long-term borrowings
| Items Secured Loans Unsecured Loans Subtotal Less: current portion Total Interest Rate |
31-Dec-23 $ 1,254,858 290,000 1,544,858 (50,716) $ 1,494,142 1.650%~2.415% |
31-Dec-22 |
|---|---|---|
| $ 1,205,052 260,907 |
||
| 1,465,959 (50,341) |
||
| $ 1,415,618 | ||
| 1.525%~2.283% |
Please refer to Note 8 for collaterals pledged for long-term borrowings.
- 39 -
(13.) Retirement Benefit Plans
Defined contribution plans
-
A. The employee pension plan under the Labor Pension Act of the R.O.C. (the Act) is a defined contribution plan. Pursuant to the plan, the Group and its domestic subsidiaries make monthly contributions of 6% of each individual employee’s salary or wage to employees’ pension accounts. Pension benefits for employees of subsidiaries overseas were provided in accordance with the local regulations. NT$23,746 thousand and NT$21,620 thousand were contributed by the Group for the years ended December 31, 2023 and 2022, respectively.
-
B. Pension benefits for employees of subsidiaries overseas were provided in accordance with the local regulations. NT$7,529 thousand and NT$6,587 thousand were contributed by the Group for years ended December 31, 2023 and 2022, respectively.
Defined benefit plan
The Group and its domestic subsidiaries have defined benefit pension plans in accordance with the Labor Standards Law of the R.O.C. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Group contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited in Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. The Group would assess as the balance in the aforementioned labor pension reserve account by the end of each year. If the account balance is not enough to pay the pension to the labors expected to be qualified for retirement in the next year, the Group will make contribution for the deficit by next March. The pension fund is managed by the government’s designated authorities and the Group has no right to influence their investment strategies.
- A. Amounts recognized in the consolidated balance sheets were as follows:
| ITEM | 31-Dec-23 | 31-Dec-23 | 31-Dec-22 | |
|---|---|---|---|---|
| Present value of defined benefit obligations | $ | 164,129 | $ 165,248 (129,270) |
|
| Fair value ofplan assets | (128,577) | |||
| Net defined benefit liability | $ | 35,552 | $ 35,978 |
- B. Movements of net defined benefit liabilities were as follows:
| B. Movements of net defined benefit liabilities were as follows: | B. Movements of net defined benefit liabilities were as follows: | B. Movements of net defined benefit liabilities were as follows: | B. Movements of net defined benefit liabilities were as follows: | B. Movements of net defined benefit liabilities were as follows: | B. Movements of net defined benefit liabilities were as follows: | B. Movements of net defined benefit liabilities were as follows: | B. Movements of net defined benefit liabilities were as follows: |
|---|---|---|---|---|---|---|---|
| For the Year Ended December31,2023 | |||||||
| Present value of defined benefit obligations |
Fair value of plan asset Net defined benefit liability |
||||||
| Fair value of plan asset |
Net defined benefit liability |
||||||
| ITEM | |||||||
| BALANCE at JANUARY 1 | $ | 165,248 | $ | (129,270) | $ | 35,978 | |
| Service cost: | |||||||
| Current service cost | 680 | - | 680 | ||||
| Interest expense (revenue) | 2,118 | (1,662) | 456 | ||||
| Recognized in profit or loss | 2,798 | (1,662) | 1,136 | ||||
- 40 -
| For the | Year Ended December31, | 2023 | |||||
| Present value of | Fair value of plan asset |
Net defined benefit liability |
|||||
| defined benefit | Fair value of plan | Net defined benefit | |||||
| ITEM | obligations | asset | liability | ||||
| Remeasurement on the net defined | |||||||
| benefit liability: | |||||||
| Return on plan assets | - | (1,130) | (1,130) | ||||
| Actuarial (gains) losses | |||||||
| Effect of changes in demographic assumptions |
|||||||
| demographic assumptions | - | - | - | ||||
| Effect of changes in financial assumptions |
|||||||
| assumptions | 1,397 | - | 1,397 | ||||
| Experience adjustments | 3,469 | - | 3,469 | ||||
| Components of defined benefit | 4,866 | (1,130) | |||||
| costs recognized in other | |||||||
| 4,866 | 3,736 | ||||||
| comprehensive income | |||||||
| Pension fund contribution | - | (5,298) | (5,298) | ||||
| Paid Pension | (8,783) | 8,783 | - | ||||
| Balance at December 31 | $ | 164,129 | $ | (128,577) | $ | 35,552 | |
| For the | Year Ended December31, | 2022 | |||||
| Present value of defined benefit obligations |
Fair value of plan asset |
Net defined benefit liability |
|||||
| Fair value of plan asset |
Net defined benefit liability |
||||||
| ITEM | |||||||
| BALANCE at JANUARY 1 | $ | 171,779 | $ | (120,890) | $ | 50,889 | |
| Service cost: | |||||||
| Current service cost | 1,075 | - | 1,075 | ||||
| Interest expense(revenue) | 1,182 | (832) | 350 | ||||
| Recognized in profit or loss | 2,257 | (832) | 1,425 | ||||
| Remeasurement on the net defined | |||||||
| benefit liability: | |||||||
| Return onplan assets | - | (9,475) | (9,475) | ||||
| Actuarial(gains)losses | |||||||
| Effect of changes in demographic assumptions |
8 (9,474) |
||||||
| Effect of changes in | |||||||
| demographic assumptions | 8 | - | |||||
| Effect of changes in financial assumptions |
|||||||
| assumptions | (9,474) | - | |||||
| Experience adjustments | 9,861 | - | 9,861 | ||||
| Components of defined benefit | 395 | (9,475) | |||||
| costs recognized in other | |||||||
| (9,080) | |||||||
| comprehensive income | |||||||
| Pension fund contribution | - | (7,256) | (7,256) | ||||
| Paid Pension | (9,183) | 9,183 | - | ||||
| Balance at December 31 | $ | 165,248 | $ | (129,270) | $ | 35,978 |
- 41 -
C. The defined benefit plan as of the year ended 2023 and 2022 were summarized by functions as follows:
For the Year Ended December 31
| Operation Costs Selling Expense Administrative Expense Research and Development Expense |
2023 $ 516 354 224 42 $ 1,136 |
2022 |
|---|---|---|
| $ 648 408 293 76 |
||
| $ 1,425 |
-
D. Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:
-
(A.) Investment risk
The pension funds are invested in equity and debt securities, bank deposits, etc. at the discretion of the Bureau of Labor Funds of Ministry of Labor, or under the mandated management. However, under the Labor Standards Law, the rate of return on plan assets shall not be less than the average interest rate on a two-year time deposit published by the local banks.
- (B.)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 debt investments of the plan assets.
- (C.)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.
- E. The main actuarial assumptions used were as follows:
| in actuarial assumptions used were as follows: | |||
|---|---|---|---|
| 31-Dec-23 | 31-Dec-22 | ||
| Discount rate | 1.20% | 1.30% | |
| Expected rate of salaryincrease | 1.50% | 1.50% | |
| The weighted average duration of the defined | |||
| 8 years | 9 years | ||
| benefit obligation | |||
-
(A.) Assumptions on future mortality experience are set based on the 6th Taiwan Standard Ordinary Experience Mortality Table (TSO).
-
(B.) The sensitivity analysis:
If significant actuarial assumptions change reasonably and all other assumptions are held constant, the present value of the defined benefit obligation may increase(decrease) as below:
| elow: | ||||||
|---|---|---|---|---|---|---|
| ITEM | 31-Dec-23 | 31-Dec-22 | ||||
| Discount rate | $ (3,459) $ (3,727) (1,397) (1,506) 3,571 3,854 1,415 1,526 3,552 3,837 (3,457) (3,729) (15) (26) 15 26 |
|||||
| 0.25% increase | ||||||
| 0.1% increase | ||||||
| 0.25% decrease | ||||||
| 0.1% decrease | ||||||
| Future salaryincrease rate | ||||||
| 0.25% increase | ||||||
| 0.25% decrease | ||||||
| Employee turnover rate | ||||||
110% of the expected employee turnover rate |
(15) | (26) | ||||
| 90% of the expected employee turnover rate | 15 | 26 |
- 42 -
The sensitivity analysis presented above may not be representative of the actual change in 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 .
- F. The contribution that the Group expects to make to its defined benefit pension plans in next year is NT$834 thousand.
Other Employees’ benefits were as follows:
| r Employees’benefits were as follows: | r Employees’benefits were as follows: | |
|---|---|---|
| ITEM 31-Dec-23 31-Dec-22 Employees benefits payable $ 10,485 $ 9,647 Compensated absences payable 5,432 5,217 Other employees benefits 16,314 15,029 Total $ 32,231$ 29,893 l Stock ovements in the number of Sinphar’s ordinary shares outstanding are as follows: For the Year Ended December 31,2023 Issued and paid shares (in thousands) Issued capital January 1 167,722 $ 1,677,221 December 31 167,722 $ 1,677,221 For the Year Ended December31,2022 Issued and paid shares (in thousands) Issued capital January 1 167,722 $ 1,677,221 December 31 167,722 $ 1,677,221 |
31-Dec-22 | |
| $ 9,647 5,217 15,029 |
||
| $ 29,893 | ||
| Issued and paid shares (in thousands) Issued capital 167,722 $ 1,677,221 167,722 $ 1,677,221 For the Year Ended December31,2022 |
Issued capital | |
| $ 1,677,221 | ||
| $ 1,677,221 | ||
| Issued and paid shares (in thousands) 167,722 167,722 |
Issued capital | |
| $ 1,677,221 | ||
| $ 1,677,221 |
- (14.) Capital Stock
The movements in the number of Sinphar’s ordinary shares outstanding are as follows:
As of Dec 31, 2023 the Sinphar’s authorized capital amount was NT$2,500,000 thousand, consisting of 250,000 thousand shares of ordinary stocks.
- (15.) Capital Surplus
| ITEM Additional paid in capital Additional paid-in capital arising from bond conversion Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in ownership interest in Subsidiaries Others Total |
31-Dec-23 $ 422,450 190,611 310,439 - 640 $ 924,140 |
31-Dec-22 $ 422,450 190,611 310,439 5,832 640 $ 929,972 |
|---|---|---|
Under Sinphar’s Act, the capital surplus generated from excess of the issuance price over the par value of capital stock and donations may be used to offset a deficit; in addition, when Sinphar has no deficit, such capital surplus may be distributed as stock dividends or cash dividends. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital surplus to be capitalized mentioned above should not exceed a certain percentage of Sinphar’s paid in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
- 43 -
(16.) Accumulated Deficit and Dividend Policy
-
A. When allocating the net profits in each fiscal year, Sinphar shall be first utilized for paying taxes, offsetting losses of previous years, and then setting aside the 1) legal capital reserve at 10% of the profits left over, until the accumulated legal capital reverse equals Sinphar’s paid-in capital; 2) special capital reverse in accordance with relevant laws or regulations or as requested by the authorities in charge; and 3) balance left over shall be allocated according to the resolution of the board of directors and the shareholders’ meeting.
-
B. To consider about the economic circumstances, development phase, and future business expansion, dividends will be allocated in consideration of future capital expenditure and cash forecast. However, cash dividends are limited to over 20% of total dividends distributed.
-
C. The appropriation for legal capital reserve shall be made until the reserve equals Sinphar’s paid-in capital. The reserve may be used to offset deficit, or be distributed as dividends in cash or stocks for the portion in excess of 25% of the paid-in capital if Sinphar incurs no loss.
-
D. Special Reserve
:
ial Reserve: |
||
|---|---|---|
| ITEMS Amount when first applied to IFRSs Amount aroused from other equity interest Total |
31-Dec-23 $ 37,951 83,416 $ 121,367 |
31-Dec-22 |
| $ 37,951 53,124 |
||
| $ 91,075 |
-
(A.) In accordance with the regulations, Sinphar shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
(B.) When IFRSs were first adopted, according to the special reserve regulation of Financial Supervisory Commission R.O.C, no. 1010012865 on April 6, 101, If Sinphar subsequently uses, disposes or reclassifies the relevant assets, the proportion originally set aside as the special reserve will be reversed into distributable retained earnings.
-
E. The appropriations of earnings for 2022 had been approved in the meeting of shareholders on June 20, 2023 and the appropriations and dividends per share were as follows:
| Appropriation of Earnings | Appropriation of Earnings | Dividends Per Share(NT$) | Dividends Per Share(NT$) | ||
|---|---|---|---|---|---|
| Legal capital reserve | $ | 23,373 | $ | - | |
| Special capital reserve | 30,292 | - | |||
| Cash dividends of ordinaryshare | 167,722 | 1 | |||
| Total | $ | 221,387 |
-
F. The resolutions of 2021 deficit compensation have been approved by Sinphar’s shareholders in its meeting held on June 21, 2022. The deficit would be covered with legal capital reserve and distribute cash dividend of NT$0.2 per share, based on the amount NT$33,544 thousand of capital surplus upon issuance.
-
G. The appropriations of earnings for 2023 had been approved in the meeting of the Board of Directors on March 6, 2024 and the appropriations and dividends per share were as follows:
| Appropriation of Earnings | Appropriation of Earnings | Dividends PerShare(NT$) | Dividends PerShare(NT$) | ||
|---|---|---|---|---|---|
| Legal capital reserve | $ | 36,980 | $ | - | |
| Specialcapital reserve | 15,804 | - | |||
| Cashdividends ofordinary share | 167,722 | 1 | |||
| Stock dividends of ordinary share | 134,178 | 0.8 | |||
| Total | $ | 354,684 |
The appropriations of earnings for 2023 are to be presented for approval in the shareholders’ meeting which is to be held on June 19, 2024.
-
44 -
-
H. Information on the resolution of the Board of Directors' and shareholders' meetings regarding the appropriation of earnings is available from the Market Observation Post System on the website of the TWSE.
-
(17.) Others Equity Items
| Others Equity Items | |||
|---|---|---|---|
| ITEM Balance as at Jan 1, 2023 Exchange differences on translation of foreign financial statements Income tax effects Unrealized gain on financial assets at FVTOCI Share of other comprehensive income of associates accounted for using the equity method Balance as at Dec 31, 2023 Balance as at Jan 1, 2022 Exchange differences on translation of foreign financial statements Income tax effects Unrealized gain on financial assets at FVTOCI Share of other comprehensive income of associates accounted for using the equity method Balance as at Dec, 2022 |
Exchange differences on translation of foreign financial statements $ (80,701) (15,045) 3,009 - 17 $ (92,720) $ (91,854) 13,919 (2,784) - 18 $ (80,701) |
Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income $ (40,667) - - (1,922) (1,862) $ (44,451) $ (37,325) - - (68) (3,274) $ (40,667) |
Total |
| $ (121,368) (15,045) 3,009 (1,922) (1,845) |
|||
| $ (137,171) | |||
| $ (129,179) 13,919 (2,784) (68) (3,256) |
|||
| $ (121,368) |
(18.) Non-controlling Interests
| (19.) | For the Years Ended December 31 ITEMS 2023 2022 Balance at January 1 $ 286,618 $ 354,944 Share attributable to non-controlling interests: Net loss (18,394) (60,470) Exchange differences arising from the translation of the translating foreign operations (3,158) 2,937 Unrealized loss on financial assets at fair value through other comprehensive income (1,149) (1,998) Changes in ownership interests in Subsidiaries 49,844 - Decrease in non-controlling interests (14,225) (8,795) Balance at December 31 $ 299,536$ 286,618 Net Revenue For the Year Ended December 31 ITEM 2023 2022 Revenue from contracts with customers Sales revenue $ 3,309,903 $ 3,192,174 Less: Sales returns and discouts (346,969) (335,523) Total $ 2,962,934$ 2,856,651 |
For the Years Ended December 31 ITEMS 2023 2022 Balance at January 1 $ 286,618 $ 354,944 Share attributable to non-controlling interests: Net loss (18,394) (60,470) Exchange differences arising from the translation of the translating foreign operations (3,158) 2,937 Unrealized loss on financial assets at fair value through other comprehensive income (1,149) (1,998) Changes in ownership interests in Subsidiaries 49,844 - Decrease in non-controlling interests (14,225) (8,795) Balance at December 31 $ 299,536$ 286,618 Net Revenue For the Year Ended December 31 ITEM 2023 2022 Revenue from contracts with customers Sales revenue $ 3,309,903 $ 3,192,174 Less: Sales returns and discouts (346,969) (335,523) Total $ 2,962,934$ 2,856,651 |
For the Years Ended December 31 | For the Years Ended December 31 | For the Years Ended December 31 |
|---|---|---|---|---|---|
| 2022 | |||||
| $ 354,944 (60,470) 2,937 (1,998) - (8,795) |
|||||
| $ 286,618 | |||||
| 2023 $ 3,309,903 (346,969) $ 2,962,934 |
2022 | ||||
| $ 3,192,174 (335,523) |
|||||
| $ 2,856,651 |
-
45 -
-
A. Breakdowns of contract revenue
-
(A.) Please refer to Note 14 for geographical and departmental information details.
-
(B.) Revenue was recognized at a specific point of time period when all the obligations were fulfilled.
-
B. Contract Balance
The accounts receivable and contract liabilities in relation to contract revenue were as follows:
| ITEM Accounts Receivable (6(4.)) Contract liabilities-current |
31-Dec-23 $ 477,252 $ 85,654 |
31-Dec-22 |
|---|---|---|
| $ 506,053 | ||
| $ 96,559 |
-
(A.) Changes in contract liabilities mainly result from the time difference between the performance obligation satisfied and the customer’s payment.
-
(B.) Revenue from opening contract liabilities - sales of goods recognized as revenue in the current period were as follows:
| ere as follows: | ||
|---|---|---|
| Revenue Amounts from opening contract liabilities - sales of good |
For the Year Ended December 31 | |
| 2023 $ 82,757 |
2022 | |
| $ 85,216 |
- (20.) Other Incomes
| Other Incomes | ||
|---|---|---|
| ITEM Government grants Rental income Others Total Other Gains and Losses ITEM Net currency exchange gains Gains (Losses) on disposal of assets Gains on initial recognition of biological assets and agricultural product Others Total |
For the Year Ended December 31 | |
| 2023 2022 $ 4,936 $ 12,252 1,880 1,731 27,920 34,724 $ 34,736$ 48,707 For the Year Ended December 31 |
2022 | |
| $ 12,252 1,731 34,724 |
||
| $ 48,707 | ||
| 2023 $ 3,787 5,126 2,682 (5,275) $ 6,320 |
2022 | |
| $ 21,311 (811) 1,293 (752) |
||
| $ 21,041 |
-
(21.) Other Gains and Losses
-
(22.) Employee Benefits Expense, Depreciation and Amortization
| ITEM Employee benefits expense Salaries and wages Labor and health insurance Pension Other employee benefits Depreciation Amortization Total |
For the | Year Ended December31,2023 | Year Ended December31,2023 |
|---|---|---|---|
| Cost of revenue $ 291,704 29,968 16,657 18,450 158,379 5,647 $ 520,805 |
Operatingexpenses $ 340,544 27,571 15,754 25,164 48,348 31,150 $ 488,531 |
Total | |
| $ 632,248 57,539 32,411 43,614 206,727 36,797 |
|||
| $ 1,009,336 |
- 46 -
For the Year Ended December 31, 2022
| ITEM Employee benefits expense Salaries and wages Labor and health insurance Pension Other wages Depreciation Amortization Total |
Cost of revenue $ 274,189 25,476 15,174 16,542 152,313 3,474 $ 487,168 |
Operatingexpenses $ 322,615 24,808 14,458 23,121 48,536 62,391 $ 495,929 |
Total |
|---|---|---|---|
| $ 596,804 50,284 29,632 39,663 200,849 65,865 |
|||
| $ 983,097 |
-
A. Sinphar shall allocate 2~8% and not higher than 5% of annual profits during the period to employees’ compensation and directors’ and supervisors’ remuneration, respectively. If there is a change in the proposed amount after the annual consolidated financial statement are authorized for issue, the difference is recorded as a change in accounting estimate.
-
B. The employees’ compensation and directors’ and supervisors’ remuneration for 2023 and 2022 were approved in the meetings of the Board of Directors on March 6, 2024 and March 17, 2023, respectively. The amounts recognized in the financial reports were as follows:
| Amount resolved to be distributed Amount recognized in financial reports Difference |
2023 Employees’ compensation Directors’ and supervisors’ remuneration $ 10,485 $ 5,898 10,485 5,898 $ -$ - |
2022 Employees’ compensation Directors’ and supervisors’ remuneration $ 9,647 $ 5,426 9,647 5,426 $ - $ - |
|---|---|---|
| Employees’ compensation $ 10,485 10,485 $ - |
Employees’ compensation $ 9,647 9,647 $ - |
The above-mentioned compensation was distributed in cash.
- C. The information about employees’ compensation and directors’ and supervisors’ remuneration of Sinphar as resolved by the meeting of Board of Directors is available from the Market Observation Post System on the website of the TWSE.
(23.) Finance Costs
| Finance Costs | ||
|---|---|---|
| ITEM Interest expense - bank loans Interest expense - long term payables Total |
For the Year Ended December 31 | |
| 2023 $ 33,711 - $ 33,711 |
2022 | |
| $ 27,803 10 |
||
| $ 27,813 |
- 47 -
(24.) Income Tax
A. The components of tax expense (benefit):
| The components of tax expense (benefit): | ||||
|---|---|---|---|---|
| For the Year Ended December31 | ||||
| ITEM | 2023 | 2022 | ||
| Current tax | ||||
| Current tax expense recognized in the current | ||||
| year | $ | (58,109) | $ | 57,707 |
| Adjustments for prior periods | 1,833 | 3,399 | ||
| Total | (56,276) | 61,106 | ||
| Deferred tax | ||||
| Deffered income tax related to origination and | ||||
| reversal of temporary differences | 5,208 | 19,766 | ||
| Income tax expense (benefit) | $ | (51,068) | $ | 80,872 |
| Income tax recognized in other comprehensive loss (income): | ||||
| For the Year Ended December31 | ||||
| ITEM | 2023 | 2022 | ||
| Currency translation differences | $ | (3,009) | $ | 2,784 |
| Reconciliation between income tax expense (benefit) | and accounting loss as follows: | |||
| For the Year Ended December 31 | ||||
| ITEM | 2023 | 2022 | ||
| Profit before income tax | $ | 305,708 | $ | 245,046 |
| Tax calculated based on profit before tax and | ||||
| statutory tax rate | $ | 66,877 | $ | 37,861 |
| Effects from items disallowed by tax regulation | (85,031) | 26,075 | ||
| The Income from Income Basic Tax Act | - | 3,637 | ||
| Investment tax credit | (41,649) | (33,260) | ||
| Income tax from subsidiaries dividends | 14,365 | 8,881 | ||
| No deferred income tax assets have been | ||||
| recognized | (12,671) | 27,783 | ||
| Net change in deferred income tax | 5,208 | 10,885 | ||
| Income tax adjustments for prior years | 1,833 | 3,399 | ||
| Foreign tax credit | - | (4,389) | ||
| Income tax expense (benefit) | $ | (51,068) | $ | 80,872 |
B. Income tax recognized in other comprehensive loss (income):
C. Reconciliation between income tax expense (benefit) and accounting loss as follows:
The corporate income tax rate for entities subject to the R.O,C, Income Tax Act is 20%, and the tax rate for unappropriated earnings is 5%. The tax rate for subsidiaries in China is 25%. For entities located in other jurisdictions, taxes are calculated using the applicable tax rate for each individual jurisdiction. Under the Act for the Development of Biotech and Pharmaceutical Industry, Sinphar could recognize an investment tax credit within a limit of 20% of the investment price if the investee is applicable to the act.
- 48 -
D. Deferred income tax assets and liabilities
Deferred tax assets or liabilities arising from temporary differences, operating loss carryforward, and investment tax credits:
| investment tax credits: | |||||
|---|---|---|---|---|---|
| Deferred income tax asset Temporary difference Employee benefits Sales returns and allowances Unrealized loss on inventories Exchange difference on foreign operations Others Operating loss carryforwards Investment tax credit Deferred income tax liabilities Temporary difference Land value increment tax Gain on foreign investments accounted for using the equity method Others Deferred income tax asset Temporary difference Employee benefits Sales returns and allowances Unrealized loss on inventories Exchange difference on foreign operations Others Investment tax credit Deferred income tax liabilities Temporary difference Land value increment tax Gain on foreign investments accounted for using the equity method Others |
For the Year Ended December 31,2023 | ||||
| Jan-1 $ 3,006 11,264 16,867 20,173 798 - - $ 52,108 $ 32,939 1,692 3,521 $ 38,152 |
Profit and loss Other comprehensive income Effect of exchange rate changes $ 257 $ - $ - (554) - - (5,603) - - - 3,009 - (10) - - 80,000 - - 41,649 - - $ 115,739 $ 3,009 $ - $ - $ - $ - 51,053 - - (702) - (54) $ 50,351 $ - $ (54) For the Year Ended December 31,2022 |
Dec-31 | |||
$ 3,263 10,710 11,264 23,182 788 80,000 41,649 |
|||||
| $ 170,856 | |||||
| $ 32,939 52,745 2,765 |
|||||
| $ 88,449 | |||||
| Jan-1 $ 2,980 12,780 16,429 22,957 1,392 18,337 $ 74,875 $ 32,939 - 5,345 $ 38,284 |
Profit and loss $ 26 (1,516) 438 - (594) (18,337) $ (19,983) $ - 1,692 (1,909) $ (217) |
Other comprehensive income $ - - - (2,784) - - $ (2,784) $ - - - $ - |
Effect of exchange rate changes $ - - - - - - $ - $ - - 85 $ 85 |
Dec-31 | |
$ 3,006 11,264 16,867 20,173 798 - |
|||||
| $ 52,108 | |||||
| $ 32,939 1,692 3,521 |
|||||
| $ 38,152 |
The above-mentioned deferred income tax liabilities were classified as other non-current liabilities.
- 49 -
E. Unrecognized deferred tax assets:
| ITEM Items not recognized as deferred tax assets: Loss on investments accounted for using the equity method Loss on financial assets evaluation Unused operating loss carry forward Others Total |
31-Dec-23 $ 39,092 969 588,055 8,805 $ 636,921 |
31-Dec-22 $ - 969 527,595 9,785 $ 538,349 |
|---|---|---|
F. Information of unused loss carried forward:
As of December 31, 2023, operating loss carryforward of subsidiary as follow:
| ExpiryYear 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Total |
Remaining Creditable Amount 225,547 172,275 159,319 257,010 288,492 393,517 388,622 466,157 184,481 804,857 $ 3,340,277 |
Tax effect 45,109 34,455 31,864 51,402 57,698 78,704 77,724 93,232 36,896 160,971 $ 668,055 |
|---|---|---|
G. The tax authorities have examined income tax return of Sinphar through 2021.
(25.) Other Comprehensive Income (Loss)
| G. The tax authorities have examined income tax return of Sinphar Other Comprehensive Income (Loss) |
through 2021. | ||
|---|---|---|---|
| ITEM Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation Unrealized loss on equity instruments at fair value through other comprehensive income Share of other comprehensive income of associates and joint ventures accounted for using the equity method Unrealized loss on equity instruments at fair value through other comprehensive income Subtotal Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations Share of other comprehensive income of associates and joint ventures accounted for using the equity method Exchange differences arising on translation of foreign operations transferred to profit or loss Subtotal Other comprehensive income (loss) |
For the Year | Ended December 31,2023 | |
| Before tax $ (3,736) (1,922) (3,011) (8,669) (18,213) 27 (18,186) $ (26,855) |
Income tax expense $ - - - - 3,009 - 3,009 $ 3,009 |
After tax | |
$ (3,736) (1,922) (3,011) |
|||
(8,669) |
|||
(15,204) 27 |
|||
| (15,177) | |||
| $ (23,846) |
- 50 -
For the Year Ended December 31, 2022
| ITEM Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation Unrealized loss on equity instruments at fair value through other comprehensive income Share of other comprehensive income of associates and joint ventures accounted for using the equity method Unrealized loss on equity instruments at fair value through other comprehensive income Subtotal Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations Share of other comprehensive income of associates and joint ventures accounted for using the equity method Exchange differences arising on translation of foreign operations transferred to profit or loss Subtotal Other comprehensive income (loss) |
Before tax $ 9,080 (68) (5,272) 3,740 16,844 30 16,874 $ 20,614 |
Income tax benefit $ - - - - (2,784) - (2,784) $ (2,784) |
After tax |
|---|---|---|---|
$ 9,080 (68) (5,272) |
|||
3,740 |
|||
14,060 30 |
|||
| 14,090 | |||
| $ 17,830 |
(26.) Earnings per Share
| Earnings per Share | ||
|---|---|---|
| ITEM Basic earnings per share: Net income attributable to ordinary shareholders of the parent Weighted average number of shares outstanding for the period (in thousands) Basic earnings per share, after tax (Unit: NT$ Per Share) Diluted earnings per share: Net income available to ordinary shareholders of the parent Weighted average number of shares outstanding for the period (in thousands) Effect of the dilutive potential ordinary shares Employees’ compensation (share in thousands) Weighted average number of shares outstanding for diluted earnings per share (share in thousand) Diluted earnings per share, after tax (in dollars) |
For the Year Ended December 31 | |
| 2023 $ 375,170 167,722 $ 2.24 $ 375,170 167,722 309 168,031 $ 2.23 |
2022 | |
| $ 224,644 | ||
167,722 |
||
| $ 1.34 | ||
| $ 224,644 | ||
167,722 291 |
||
168,013 |
||
| $ 1.34 |
If the Group offered to settle the compensation or bonuses paid to employees in shares or cash at the Group’s option, the Group assumed that the entire amount of the compensation or bonuses will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the calculation of diluted earnings per share if the effect is dilutive. Such dilutive effect of the potential shares is included in the calculation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
- 51 -
7. TRANSACTIONS WITH RELATED PARTIES
- (1.) Name of the parent company and the ultimate controlling party
Sinphar is the ultimate controlling party of the Group.
- (2.) Names of related parties and relationship categories
| es of related parties and relationship categories | |
|---|---|
| Names of relatedparties CANADA BIOTECH XING-DA CAPITAL CORP. Shu Fei Yu Board of Directors, General Manager and Vice General Manager |
Relatedpartycategories |
| Other related parties Other related parties Other related parties Key management personnel |
(3.) Significant transactions with related parties
All transactions, account balances, incomes and expenses between Sinphar and its subsidiaries (which are related parties of Sinphar) were eliminated upon consolidation. Hence, there were not disclosed items in the note. The transactions with related parties were as follows:
A. Trademarks and royalties
Under an agreement with CANADA BIOTECH, CANADA BIOTECH, the Group owns the right to use its trademark under the condition which the Group pays 0.2%~0.8% of annual gross profit from merchandise sale as royalty each quarter, with the annual sum of payment not less than 36 thousand in Canadian currency. The Group paid the royalties amounted to NT$901 thousand and NT$890 thousand in 2023 and 2022 respectively. The payments were recognized as marketing expense.
B. Others
The Group has successively acquired nearby agricultural land for the plant planning. However, under the current regulations, the ownership of agricultural lands could not be registered under Sinphar. Therefore, the Group has appointed the other related party, Shu Fei Yu, to be the owner the land. Please refer to the property, plant and equipment session in Note 6(8) for more information.
C. Endorsements and guarantees
The Group has signed a drug sales contract with a medical institution. According to the terms of the contract, Xing-da Investment Co., Ltd., another related party, would be the guarantor of the Group.
(4.) Key management compensation
The remuneration to the Board of Directors and main management personnel were as follows:
| Salaries and other short-term employee benefits | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2023 $ 39,635 |
2022 | |
| $ 40,545 |
- 52 -
8. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The Group’s assets pledged as collateral are as follows:
| oup’s assets pledged as collateral are as follows: | ||
|---|---|---|
| ITEM Deposits in banks(classified within other current assets) Property, plant and equipment, net Right-of-use assets Intangible assets Total |
31-Dec-23 $ 806 1,966,182 14,957 4,919 $ 1,986,864 |
31-Dec-22 |
| $ 503 2,014,721 15,765 6,559 |
||
| $ 2,037,548 |
9. 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, 2023 were as follows:
-
(1.) The National Health Research Institutes (NHRI) and the Group entered into an exclusive license contract to transfer a new anticancer drug developing technology to SynCore in August 2008. According to this contract, after the authorized drug approved for commercialization, the Group will pay a certain percentage of net revenue for sales royalty fee, except for the fixed amounted license fee.
-
(2.) MacuCLEAR (an American company) and the Group entered into the technology license contract to obtain the exclusive license of prescription to manufacture and market the new drug for dry age-related macular degeneration in Asia and Australia in November 2011. According to this contract, the Group will pay a certain percentage of sales profit for sales royalty fee.
-
(3.) Medigene (a Germany company) and the Group entered into the agreement for the license of phase Ⅲ clinical trial and collaboration development of the new anticancer drug “EndoTAG-1” (SB05). Based on the business developing strategy, the Group had revised the partial terms and conditions of the agreement with Medigene. The final revised agreement state that the Group obtained the complete rights of the EndoTAG technology platform (including developing the original item (SB05) and its derivative diseases, new item for diseases, new technology platform and new derivatives). The license fee was on a countryby-country basis no more than EUR 4,000 thousands and on the basis of certain percentage of net sales after the new drug (SB05) approved for commercialization.
-
(4.) Capital expenditures committed but not yet incurred are as follows
| ITEMS Property, plant and equipment |
31-Dec-2023 $ 98,564 |
31-Dec-2022 |
|---|---|---|
| $ 61,933 |
10. SIGNIFICANT LOSSES FROM DISASTERS: None.
-
SIGNIFICANT EVENTS AFTER REPORTING PERIOD: None.
-
OTHER INFORMATION
-
(1) CAPITAL MANAGEMENT
The Group requires significant amount of capital to maintain its research and development expenditure. Accordingly, the Group manages its capital to ensure that it has sufficient and necessary financial resources and plans to fund its working capital needs, capital asset purchase, research and development expenditure, debt service requirement and dividend payments associated with its existing operations over the next 12 months.
- 53 -
(2) FINANCIAL INSTRUMENTS
- A. Financial Risk of financial instrument.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group 's risk management objectives are to manage the market risk (including foreign currency risk, interest risk and price risk), credit risk and liquidity risk related to its operating activities. The Group identifies measures and manages the aforementioned risks and mitigates the disadvantage impact on financial performance. The material treasury activities are reviewed by Audit Committees and/or Board of Directors in accordance with procedures required by relevant regulations or internal controls. During the implementation of such plans, Corporate Treasury function must comply with certain treasury procedures that provide guiding principles for overall financial risk management and segregation of duties.
NATURE AND EXTENT OF SIGNIFICANT FINANCIAL RISKS
-
(A)Market risk
-
a. Foreign currency risk
-
(a.) The Group is exposed to the foreign currency risk due to the transaction of sales, purchase and cash denominated in foreign currency other than the Group’s functional currency. These non-functional currencies are USD, RMB, CAD, EUR, JPY and HKD.
-
(b.) Foreign currency exposure and sensitivity analysis
-
Financial assets Monetaryitems USD:NT$ RMB:NT$ EUR:NT$ JPY:NT$ HKD:NT$ CAD:NT$ Non-monetaryitems EUR:NT$ Financial liabilities Monetaryitems USD:NT$ RMB:NT$ EUR:NT$ CAD:NT$ |
31-Dec-23 | 31-Dec-23 | 31-Dec-23 | 31-Dec-23 | ||
|---|---|---|---|---|---|---|
| Foreign Currencies (In Thousands) $ 6,491 37,935 65 45,083 134 149 $ 355 $ 595 8,668 62 22 |
Exchange Rate 30.71 4.33 33.98 0.22 3.93 23.20 33.98 30.71 4.33 33.98 23.20 |
Carrying Amount (In Thousands) $ 199,298 164,144 2,209 9,792 526 3,452 $ 12,076 $ 18,275 37,509 2,122 519 |
Sensitivityanalysis | |||
| Extent of variation 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% |
Impact on Profit or loss $ 1,993 1,641 22 98 5 35 $ - $ 183 375 21 5 |
Impact on Equity |
||||
$ - - - - - - $ 121 $ - - - - |
- 54 -
31-Dec-22
| Financial assets Monetaryitems USD:NT$ RMB:NT$ EUR:NT$ JPY:NT$ HKD:NT$ CAD:NT$ Non-monetaryitems EUR:NT$ Financial liabilities Monetaryitems USD:NT$ RMB:NT$ EUR:NT$ JPY:NT$ CAD:NT$ |
Foreign Currencies (In Thousands) $ 7,505 54,570 65 65,151 133 134 $ 461 $ 3,396 10,624 548 7,600 58 |
Exchange Rate 30.71 4.41 32.72 0.23 3.94 22.67 32.72 30.71 4.41 32.72 0.23 22.67 |
Carrying Amount (In Thousands) $ 230,489 240,544 2,134 15,141 525 3,032 $ 15,087 $ 104,288 46,832 17,938 1,766 1,323 |
Sensitivityanalysis | Sensitivityanalysis | Sensitivityanalysis |
|---|---|---|---|---|---|---|
| Extent of variation 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% |
Impact on Profit or loss $ 2,305 2,405 21 151 5 30 $ - $ 1,043 468 179 18 13 |
Impact on Equity |
||||
| $ - - - - - - $ 151 $ - - - - - |
If New Taiwan dollar strengthened against the relevant currency and all other variables were held constant, there would be an equal and opposite impact on profit or loss and other equity as of December 31, 2023, and December 31, 2022.
(c.) Since there were varieties of foreign currencies within the Group, the Group disclosed the summarized foreign exchange gains (losses) information of monetary items. The realized and unrealized foreign exchange gains were NT$ 3,787 thousand and NT$ 21,311 thousand for the year ended December 31, 2023 and 2022, respectively.
The Group believes the unrealized exchange gain (loss) of fluctuation risk on foreign currency monetary item is insignificant.
b. Price risk
The Group is exposed to price risk primarily related to its investment in instruments classified as financial assets at FVTPL and financial assets at FVTOCI.
The Group primarily invested in the foreign publicly traded and unlisted stocks and the domestic beneficiary certificates. The instruments prices are affected by the uncertainties of the investment targets’ future value.
Assuming a hypothetical increase/decrease of 1% in prices of the equity instruments at the end of the reporting period, the other comprehensive income for the years ended December 31, 2023 and 2022 would have increased/decreased by NT$ 222 thousand and NT$ 247 thousand, respectively, as they were classified as financial assets at FVTOCI. Assuming a hypothetical increase/decrease of 1% in prices of the domestic beneficiary certificates, the net loss for the years ended December 31, 2023 and 2022 would have increased/decreased by NT$ 67 thousand, respectively, as they were classified as financial assets at FVTPL.
- 55 -
c. Interest rate risk
The carrying amounts of the Group’s financial assets and financial liabilities exposed to interest rate risk were as follows:
| interest rate risk were as follows: | ||
|---|---|---|
| Item Fair value interest rate risk Financial assets Financial liabilities Net Cash flow interest rate risk Financial assets Financial liabilities Net |
Carrying | Amount |
| 31-Dec-23 | 31-Dec-22 | |
| $ 360,600 - |
$ 405,391 (317) |
|
| $ 360,600 | $ 405,074 | |
| $ 708,020 (1,944,858) |
$ 826,370 (1,912,959) |
|
| $ (1,236,838) | $ (1,086,589) |
- (a.) Sensitivity analysis: Fair value interest rate risk
The Group did not designate any fixed interest rate financial instruments as fair value through profit or loss and derivatives instruments (interest rate swaps) to hedge its exposures to changes in fair values. As such, changes in interest rate would not affect the net income and the other comprehensive income at the end of the reporting period.
- (b.) Sensitivity analysis: Cash flow interest rate risk
The Group’s financial instruments at floating interest rate were assets (liabilities) at floating interest rate. Therefore, changes in interest rate would affect the future cash flows. Assuming a hypothetical increase/decrease 1% in interest rates, the net income for the years ended December 31, 2023 and 2022 would increase/decrease by NT$ 12,368 thousand and NT$ 10,866 thousand, respectively.
(B) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial losses to the Group. The Group is exposed to credit risk from operating activities, primarily from account receivables, and from investing activities, primarily from bank deposits, fixed-income investments and other financial instruments. The Group managed the credit risk separately for business related and financial related risk.
a. Business related credit risk:
To maintain the quality of account receivable, the Group has established related credit risk management procedure. The risk assessment of individual customer includes evaluating financial position, internal evaluation, historical trading records and economic circumstance which could affect the payment ability of the customer. The Group may choose to strengthen overall risk management including collection in advance or credit insurance to mitigate the credit risk of certain customers.
b. Financial credit risk:
The financial department of the Group regularly monitors and reviews the credit risk of bank deposit and other financial instruments. The Group mitigates its exposure by selecting counterparties (banks, financial institutions, company organizations and government authorities) with well credit and investment-grade credit ratings. The credit risk is insignificant. The Group has no debt instrument classified as financial assets measured at amortized cost and financial assets at FVTOCI.
-
56 -
-
(a.) Concentration of credit risk
As of December 31, 2023, and December 31, 2022, accounts receivable from the top 10 customers represent 22.37%, and 24.87% of total accounts receivables of the Group, respectively. The Group believes the concentration risk is insignificant for the remaining accounts receivable.
-
(b.) Expected credit impairment losses measurement
-
◎Accounts receivable: Simplified approach, please refer to Note 6(3.) and (4).
-
◎Judgment on whether credit risk increasing significantly:None.
-
-
(C) Liquidity risk
-
a. Liquidity risk management
The Group’s objective of managing liquidity risk is to maintain sufficient cash and cash equivalents required for operations, high liquidity securities, and bank financing lines for operations, and to ensure that the Group has sufficient financial flexibility.
b. Maturity analysis of financial liabilities
| Non-derivative financial liabilities Short-term loans Notes payable Accounts Payable Other payable Long-term borrowing, including current portion Total |
31-Dec-23 | ||||||
|---|---|---|---|---|---|---|---|
Less than 6 Months $ 191,000 162 291,208 150,402 25,358 $ 658,130 |
6-12 Months$ 209,000 - - 31,628 25,358 $ 265,986 |
1 -2 Years$ - - - - 1,410,716 $ 1,410,716 |
2-5 Years$ - - - - 83,220 $ 83,220 |
Over 5 Years $ - - - - 206 $ 206 |
Contractual Cash flows $ 400,000 162 291,208 182,030 1,544,858 $ 2,418,258 |
Carrying Amount |
|
| $ 400,000 162 291,208 182,030 1,544,858 |
|||||||
| $ 2,418,258 |
| 31-Dec-22 | ||||||
|---|---|---|---|---|---|---|
| Carrying Amount |
||||||
| $ 447,000 558 323,182 283,286 1,465,959 |
The Group doesn’t expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.
- 57 -
B. Categories of financial instruments
The following is the carrying amounts of the financial assets and financial liabilities of the Group at December 31, 2023 and December 31, 2022.
| cember 31, 2023 and December 31, 2022. | ||
|---|---|---|
| Financial assets Financial assets measured at amortized cost Cash and cash equivalents Net, notes and accounts receivable Refundable deposits Financial assets at FVTPL – current Financial assets at FVTPL – non-current Financial assets at FVTOCI -non- current Financial liabilities Financial liabilities at amortized cost Short-term loans Net, notes and accounts payable Other payable Long-term loans (Including the current portion) |
31-Dec-23 $ 1,074,489 643,465 26,324 6,660 - 22,212 400,000 291,370 182,030 1,544,858 |
31-Dec-22 |
| $ 1,237,556 685,189 19,400 6,660 - 24,695 447,000 323,740 283,286 1,465,959 |
-
(3.) Fair value information
-
A. For the fair value of financial instruments that are not measured at fair value, please refer to the Note 12 (3.)B.
Fair value hierarchy definition
Level 1
Fair value measurements of the Level 1 are those derived from quoted prices in active markets for identical financial instruments. An active market is a market in which transactions for identical instrument take place with sufficient frequency and volume to provide public pricing information on an ongoing basis. The foreign publicly traded stocks and the domestic beneficiary certificates invested by the Group were classified as this hierarchy.
Level 2
Fair value measurements are those derived from inputs other than quoted prices included within Level 1 that observable for the instrument, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3
Fair value measurements are those derived from valuation techniques that include inputs for instrument that are not based on observable market data. The Group invested in equity investments without active market included within level 3.
- B. Financial instruments that are not measured at fair value
The Group considers the carrying amounts of financial instruments that are not measured at fair value, such as cash and cash equivalents, notes and accounts receivables, other financial assets, refundable deposits, notes and accounts payable, approximate their fair values.
- 58 -
C. Fair value hierarchy information
The Group’s financial instruments measured at fair value were under a recurring basis.
The following table presents the Group’s financial instruments measured at fair value on a recurring basis:
| basis: | ||||
|---|---|---|---|---|
| Items Asset: Fair value on a recurringbasis Financial assets measured at FVTPL Beneficiary certificates Foreign unlisted publicly traded preference share Financial assets at FVTOCI Domestic unlisted ordinary shares Foreign publicly traded stocks Foreign unlisted publicly traded preference share Total Items Asset: Fairvalue on a recurringbasis Financial assets measured at FVTPL Beneficiary certificates Foreign unlisted publicly traded preference share Financial assets at FVTOCI Domestic unlisted ordinary shares Foreign publicly traded stocks Foreign unlisted publicly traded preference share Total |
31-Dec-23 | Total $ 6,660 - 10,136 12,076 - $ 28,872 Total $ 6,660 - 9,608 15,087 - $ 31,355 |
||
| Level 1 $ 6,660 - - 12,076 - $ 18,736 |
Level 2 Level3 $ - $ - - - - 10,136 - - - - $ - $ 10,136 31-Dec-22 |
|||
| Level 1 $ 6,660 - - 15,087 - $ 21,747 |
Level 2 $ - - - - - $ - |
Level3 $ - - 9,608 - - $ 9,608 |
- D. Valuation techniques and assumptions used in fair value measurement
(A.) If there is an active market for the financial instruments, the fair value of the financial instruments is measured by using the quoted market prices. The quoted market prices announced by the main market place and the prices of government bonds classified as popular securities announced by Taipei Exchange (TPEx) are deemed as fair value foundation of publicly traded equity instruments and debt instruments with an active market.
If there are timely and frequent quoted prices from the exchange market, the broker, the dealer, industry association, price service organization, or the administrative, and the prices represent actual, frequent, and fair trades, the financial instruments are deemed as with an active market. Otherwise, the market is deemed as not active. In general, huge price gap, price gap apparently expanding, and small trading volume were indicators of a not active market.
- 59 -
The financial instruments held by the Group with active market quoted prices as their fair value are listed below by characteristics:
-
a. Publicly traded stock: Closing price
-
b. Beneficiary certificates: Net value
-
(B.) Except for the aforementioned financial instruments with active market, the fair value of other financial instruments is measured by valuation technique or quotation of counterparties. The fair value from valuation technique could refer to the fair value of other financial instruments with similar substantial conditions and characteristics, discounted cash flow method and other valuation technique including model with observable market information on balance sheet date (e.g. yield curve of TPEx, quoted interest rate of Reuters commercial Note).
The fair values of non-listed equity investments were Level 3 fair value assets, and determined using the market approach by reference the peer companies valuation, third party quotation, net value and operation status. The significant unobservable input used was discount for lack of marketability. A movement in discount for the lack of marketability would not result in significant changes in the fair values.
-
(C.) The Group considered the credit risk evaluation adjustment for financial instruments and nonfinancial instruments to reflect the credit risk of the counterparty and the credit quality of the Group.
-
(D.) Valuation techniques used in Level 3 fair value Measurement:
The evaluation procedure of the financial instruments belong to Level 3 is verified by the financial department of the Group through verifying the independent source inputs to make sure the evaluation results closing to the market status. To make sure the reasonability of the evaluation results, the financial department verify the independence and reliability of source data, test and renew the input data, model and other necessary inputs.
- (E.) There were no transfers between different fair value hierarchy for the years ended December 31, 2023 and 2022, respectively.
13. SEPARATELY DISCLOSED ITEMS
-
(1.) Information about significant transactions:
-
A. Financing provided to others: None;
-
B. Endorsements/guarantees provided: Table 1 attached;
-
C. Marketable securities held (excluding investment in subsidiaries, associates and joint ventures): Please see Table 2 attached;
-
D. Marketable securities acquired and disposed at costs or prices at least NT$300 million or 20% of the paid-in capital: None;
-
E. Acquisition of individual real estate properties 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: None;
-
H. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: None;
-
I. Trading in derivative instruments: None;
-
60 -
-
J. The business relationship between the parent and the subsidiaries and significant transactions between them: Please see Table 3 attached;
-
(2.) Related Information of investees: Please see Table 4 attached;
-
(3.) Information on investments in Mainland China:
-
A. The name of the investee in mainland China, the main businesses and products, its issued capital, method of investment, information on inflow or outflow of capital, percentage of ownership, income (losses) of the investee, share of profits/losses of investee, ending balance, amount received as dividends from the investee, and the limitation on investee: See Table 5 attached.
-
B. Significant direct or indirect transactions with the investee, its prices and terms of payment, unrealized gain or loss, and other related information which is helpful to understand the impact of investment in mainland China on financial reports: See Table 3 attached.
-
(4.) Information of major shareholder (list of all shareholders with ownership 5% or greater showing the names and the number of shares and percentage of ownership held by each shareholder): Please see Table 6 attached.
14. SEGMENT INFORMATION
-
(1.) For the purpose of management, the chief operating decision-maker, the operation is separated based on business unit and have three reportable segments: Pharmaceuticals, Healthy food, and others. In addition, the Group does not put the asset and liability items into consideration when making an operation decision. Thus, there is no need to disclose the related asset and liability information of the reportable segments.
-
(2.) Segment revenue and result
Net revenue from external customers
| egment revenue and result | Net revenue from | external customers |
|---|---|---|
| Pharmaceutical Healthy food Others Total Pharmaceutical Healthy food Others Total econciliations of the segments’ income Income from reportable segments Loss from other segments Non-operating incomes and expenses Income before tax from continuing operation |
2023 $ 1,903,980 948,382 110,572 $ 2,962,934 Segment |
2022 |
| $ 1,896,475 860,087 100,089 |
||
| $ 2,856,651 | ||
| operating | ||
| 2023 $ 355,986 254,780 33,702 $ 644,468 2023 $ 644,468 (358,412) 19,652 $ 305,708 |
2022 | |
| $ 464,781 195,750 22,497 |
||
| $ 683,028 | ||
| 2022 | ||
| $ 683,028 (485,693) 47,711 |
||
| $ 245,046 |
-
(3.) Reconciliations of the segments’ income
-
61 -
(4.) Geographical information
| Geographical information | ||
|---|---|---|
| Areas Sales from external customers: Taiwan Mainland China Vietnam Indonesia America Others Total |
For the Year Ended December31 | |
| 2023 $ 2,553,612 211,340 54,417 52,692 - 90,873 $ 2,962,934 |
2022 | |
| $ 2,344,951 208,056 39,868 44,303 114,723 104,750 |
||
| $ 2,856,651 |
- (5.) Major Customer Information:
For the year ended December 31, 2023 and 2022, the Group does not have customers representing over 10% of net revenue. Therefore, no major customer information was disclosed.
- 62 -
Sinphar Pharmaceutical Co., Ltd. and Subsidiaries
TABLE 1
Endorsements/Guarantees provided
For the Year Ended December 31, 2023
(Amounts in thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Guaranteed Party | Guaranteed Party | Limits on | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Endorsement/ | Amount of | Ratio of | Maximum | Guarantee | |||||||||
| No. (Note 1) |
Endorsement / Guarantee Provider |
Name | Nature of relationship (Note 2) |
Guarantee Amount Provided to Each Guaranteed Party (Note 3) |
Maximum Balance for the Period |
Ending Balance | Amount Actually Drawn |
Endorsement/ Guarantee Collateralized by Properties |
Accumulated Endorsement/ Guarantee to Net Equity per Latest Financial Statements |
Endorsement/ Guarantee Amount Allowable (Note 4) |
Guarantee Provided by Parent Company |
Guarantee Provided by A Subsidiary |
Provided to Subsidiaries in Mainland China |
| 0 | Sinphar Pharmaceutical Co.,Ltd. |
ZuniMed Biotech Co., Ltd. |
1 | $ 1,239,335 | $ 30,000 | $ 30,000 |
$ 8,000 | $ - | 0.97% |
$ 1,549,169 |
Y |
- |
- |
| 0 | Sinphar Pharmaceutical Co.,Ltd. |
SynCore Biotechnology Co.,Ltd. |
1 | $ 1,239,335 | $ 350,000 | $ 250,000 | $ - | $ - | 8.07% |
$ 1,549,169 |
Y |
- |
- |
| 1 | ZuniMed Biotech Co., Ltd. |
Sinphar Pharmaceutical Co.,Ltd |
2 | $ 37,867 | $ 25,000 | $ 25,000 | $ 25,000 (Note 5) |
$ - |
26.41% |
$ 47,333 |
- |
Y | - |
Note 1 : (1) The issuer fills in “0”. (2) The subsidiaries are numbered in order starting from “1”.
Note 2 : (1) The endorser/guarantor parent company own s directly and indirectly more the 50% voting shares of the endorsed/guaranteed subsidiary.
(2) The endorsed/guaranteed company owns directly and indirectly more the 50% voting shares of the endorser/guarantor parent comp any. Note 3 : Maximum endorsement/guarantee amount allowable is 40% of the net worth of the Endorsement/Guarantee Provider.
Note 4 : Maximum endorsement/guarantee amount allowable is 50% of the net worth of the Endorsement/Guarantee Provider. Note 5 : It is a supply guarantee for the medical institution.
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Sinphar Pharmaceutical Co., Ltd. and Subsidiaries TABLE 2 Marketable Securities Held (Excluding Subsidiaries, Associate and Joint Venture)
As of December 31, 2023
(Amounts in thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Held Company Name | Marketable Securities Type and Name |
Relationship with Sinphar |
Financial Statement Account |
December 31,2023 | December 31,2023 | December 31,2023 | December 31,2023 | Note |
|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value |
Percentage of Ownership |
Fair Value | |||||
| Sinphar Pharmaceutical Co., Ltd. | PHYTOCEUTICA INC.(preferred share) |
Investee | Financial assets at fair value throughprofit or loss(Non-Current) |
90,362.00 | $ - | - |
$ - | - |
| Sinphar Pharmaceutical Co., Ltd. | Datun Entertainment Development Co.,Ltd. |
- |
Financial assets at fair value through other comprehensive income(Non-Current) |
5.00 | 10,136 |
0.42% |
10,136 |
- |
| SynCore Biotechnology Co., Ltd. | Fuh Hwa Money Market | - |
Financial assets at fair value throughprofit or loss(Current) |
252,743.00 | 3,617 |
- |
3,738 |
- |
| SynCore Biotechnology Co., Ltd. | Fuh Hwa You Li Money Market | - |
Financial assets at fair value throughprofit or loss(Current) |
152,110.90 | 2,031 |
- |
2,101 |
- |
| SynCore Biotechnology Co., Ltd. | JPMorgan(Taiwan)Glbl Fdof Bd Fds Inc |
- |
Financial assets at fair value throughprofit or loss(Current) |
90,062.20 | 1,012 |
- |
1,041 |
- |
| SynCore Biotechnology Co., Ltd. | MacuCLEAR, INC. (Preferred Share) |
- |
Financial assets at fair value through other comprehensive income(Non-Current) |
95,160.00 | - |
0.95% |
- |
- |
| SynCore Biotechnology Co., Ltd. | Medigene (Common Share) |
- |
Financial assets at fair value through other comprehensive income(Non-Current) |
224,934.00 | 12,076 |
0.92% |
12,076 |
- |
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Sinphar Pharmaceutical Co., Ltd. and Subsidiaries TABLE 3
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
(Amounts in Thousands of New Taiwan Dollars)
| No. (Note1) |
CompanyName | Counter-party | Nature of Relationships (Note 2) |
Transaction Details | Transaction Details | Transaction Details | Transaction Details |
|---|---|---|---|---|---|---|---|
| Financial Statements Item |
Amount | Transaction Terms | Percentage of consolidated revenue or assets% |
||||
| 0 | Sinphar Pharmaceutical Co.,Ltd. | Sinphar Tian-Li Pharmaceutical Co.,Ltd.(Hangzhou) | 1,2 | Purchase | $ 31,547 | Note 4 |
- |
| 0 | Sinphar Pharmaceutical Co.,Ltd. | Sinphar Tian-Li Pharmaceutical Co.,Ltd.(Hangzhou) | 1,2 | Accounts Payable | 19,972 | Note 4 |
- |
| 0 | Sinphar Pharmaceutical Co.,Ltd. | ZuniMed Biotech Co.,Ltd. | 1,2 | Purchases | 55,097 | Note 4 |
2% |
| 0 | Sinphar Pharmaceutical Co.,Ltd. | ZuniMed Biotech Co.,Ltd. | 1,2 | Accounts Payable | 7,063 | Note 4 |
- |
| 0 | Sinphar Pharmaceutical Co.,Ltd. | SynCore BiotechnologyCo.,Ltd. | 1,2 | Sales Revenue | 4,744 | Note 4 |
- |
| 0 | Sinphar Pharmaceutical Co.,Ltd. | SynCore BiotechnologyCo.,Ltd. | 1,2 | Rental Income | 10,689 | Note 5 | - |
| 0 | Sinphar Pharmaceutical Co.,Ltd. | SynCore BiotechnologyCo.,Ltd. | 1,2 | Other Income | 11,624 | - |
- |
| 0 | Sinphar Pharmaceutical Co.,Ltd. | SynCore BiotechnologyCo.,Ltd. | 1,2 | Deferred Income | 890 | - |
- |
| 0 | Sinphar Pharmaceutical Co.,Ltd. | CANCAP PHARMACEUTICAL LTD. | 1,2 | Professional Service Fee | 8,548 | - |
- |
| 1 | Sinphar Tian-Li Pharmaceutical Co., Ltd.(Hangzhou) |
Hetian Tianli shasheng Pharmaceutical Development Co.,Ltd. |
3 | Purchases | 41,763 | Note 4 |
1% |
| 1 | Sinphar Tian-Li Pharmaceutical Co., Ltd.(Hangzhou) |
Hetian Tianli shasheng Pharmaceutical Development Co.,Ltd. |
3 | Accounts Payable | 31,714 | Note 6 |
1% |
Note 1 : Sinphar and its subsidiaries are coded as follows:
-
Sinphar is coded “0”.
-
The subsidiaries are coded consecutively beginning from ”1” in the order presented in the table above.
Note 2 : The relationship with the trader has the following three types:
-
Parent company to a subsidiary.
-
Subsidiary to the parent company .
-
Subsidiary to subsidiary.
-
Note 3: For the calculation of the ratio of the transaction amount to consolidated revenue or assets, if it is an asset-liability item, it is calculated by the balance at the end of the period in the consolidated assets; if it is a profit and loss item, it is calculated by the cumulative amount in the period as a share of the consolidated revenue.
-
Note 4 : There is no significant difference of receive (payment) terms and price based on the actual transaction terms from general customers,the receive(payment) term is 30 to 365 days
。 -
Note 5: The rent is determined by the general rental market price in the nearby areas and the mutual agreements from both parties. The rental income is received monthly according to the contract term.
-
Note 6: The selling price is determined by mutual agreement and general market price. Prepayment shall be made in advance according to the pre-ordered quantity during the credit period. A new selling price for the exceeded quantity will be negotiated if the actual quantity exceeds the scheduled quantity.
-
65 -
Sinphar Pharmaceutical Co., Ltd. and Subsidiaries TABLE 4
Name, Location, and Related Information of Investees Over Which Sinphar Exercise Significant Influence (Excluding Information On Investment In Mainland China) as of December 31, 2023
(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Original Investment Amount | Original Investment Amount | Balance as of December 31, 2023 | Balance as of December 31, 2023 | Balance as of December 31, 2023 | Net Income | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor Company |
Investee Company | Location | Main Businesses and Products |
December | December | Shares | Percentage of | Carrying | (Losses) of the |
Share of Profits / Losses of Investee |
Notes |
| 31, 2023 | 31, 2022 | Ownership | Value | Investee | |||||||
| Sinphar Pharmaceutical Co., Ltd. |
CANCAP PHARMACEUTICAL LTD.(Ordinary shares) |
Canada | Production and sale of healthy food |
$ 44,605 | $ 44,605 | 2,140,000 | 88.43% | $ - | $ 1,139 | $ 1,139 | Subsidiary |
| Sinphar Pharmaceutical Co., Ltd. |
CANCAP PHARMACEUTICAL LTD.(Preference shares) |
Canada | Production and sale of healthy food |
126,247 | 126,247 | 51,500 | 100.00% | 2,394 | 1,139 |
- |
Subsidiary |
| Sinphar Pharmaceutical Co.,Ltd. |
SUNETIC BIOTECH INC. |
Mauritius | Investment business | 745,748 | 745,748 | 18,854,534 | 83.47% | 815,584 | 9,648 | (13,146) | Subsidiary |
| Sinphar Pharmaceutical Co.,Ltd. |
UNIVERSAL NEXT TECHNOLOGIES INC. |
British Virgin Islands |
Investment business | 17,467 | 17,467 | 503,845 | 100.00% | 27 | (12) | (12) |
Subsidiary |
| Sinphar Pharmaceutical Co.,Ltd. |
ZuniMed Biotech Co., Ltd. |
Taiwan | Production and sale of medical appliances |
109,990 | 109,990 | 10,300,000 | 100.00% | 91,199 | (1,139) | (461) |
Subsidiary |
| Sinphar Pharmaceutical Co.,Ltd. |
SynCore Biotechnology Co., Ltd. |
Taiwan | Biotechnology service |
1,864,935 | 1,745,698 | 22,597,472 | 64.26% | 229,301 | (38,172) | (22,709) |
Subsidiary |
| SynCore Biotechnology Co., Ltd. |
SynCore Biotechnology Europe GmbH |
Germany | New drugs development and biotechnology service |
834 | 834 | 25,000 | 100.00% | 737 | 18 | 18 | Subsidiary |
Note1:The shares of profits/losses of investee were calculated based on the financial statements audited by the CPAs. The effect of realized (unrealized) gains and losses have already been considered.
Note2:SynCore Biotechnology Co., Ltd. reduced capital in May, 2023, and the shares held by the Company decreased from 71,456,000 shares to 19,090,513 shares.
Note3:SynCore Biotechnology Co., Ltd. increase capital in October, 2023, and the shares held by the Company increased from 19,090,513 shares to 22,597,472 shares.
- 66 -
Sinphar Pharmaceutical Co., Ltd. and Subsidiaries TABLE 5
INFORMATION ON INVESTMENT IN MAINLAND CHINA
FOR THE YEAR ENDED DECEMBER 31, 2023
(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Investee Company | Main Businesses and Products |
Total Amount of Paid-in Capital (RMB in Thousands) |
Total Amount of Paid-in Capital (RMB in Thousands) |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows |
Investment Flows |
Accumulated Outflow of Investment from Taiwan as of December 31,2023 |
Accumulated Outflow of Investment from Taiwan as of December 31,2023 |
Net Income (Losses) of Investee Company |
Percentage of Ownership |
Shares of Profits/Losses (note 1) |
Carrying Amount as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31,2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | ||||||||||||||
| Sinphar Tian-Li Pharmaceutical Co., Ltd.(Hangzhou) |
Production and sales of raw materials, pharmaceuticals |
RMB 193,005 | Indirect investment in mainland China by SUNETIC BIOTECH INC., an 83.47% owned subsidiary of Sinphar |
$ 645,635 (USD 19,786 thousand) |
- | - |
$ 645,635 (USD 19,786 thousand) |
$ 18,987 | 83.47% | $ (5,350) | $ 840,728 | $ 179,317 | |||
| Hetian Tianli shasheng Pharmaceutical Development Co., Ltd. |
Scientific research and production and sales of shasheng Pharmaceutical |
RMB 10,000 | Indirect investment in mainland China by Sinphar Tian-Li Pharmaceutical Co., Ltd.(Hangzhou), a sub-subsidiary company of which Sinphar holds 83.47% of the total shares |
- | - |
- |
- |
(7,326) |
75.96% | (2,673) |
83,388 | - |
|||
| Hangzhou Vitrum Healthy Food Co., Ltd. |
Sale of healthy food |
RMB 30,000 | Indirect investment in mainland China by Sinphar Tian-Li Pharmaceutical Co., Ltd.(Hangzhou) a sub-subsidiary company of which Sinphar holds 83.47% of the total shares. |
- | - |
- |
- |
(306) |
83.47% | (255) |
1,526 | - |
|||
| Accumulated Investment in Mainland China as of December 31, 2023 (US$in Thousands) |
Investment Amounts Authorized by Investment Commission, MOEA (US$ in Thousands) |
Upper Limit on Investment (Note 3) |
|||||||||||||
| 652,200 (USD 19,986(Note 2)) |
777,487 (USD 25,321) |
1,859,002 |
Note 1 : The shares profits/losses of investee were calculated based on the financial statements audited by the R.O.C. CPAs of the parent company.
Note 2 : The amount included the indirect investment of UNIVERSAL NEXT TECHOLOGY INC to Qinghai Mingxing Bio-Engineering Co., amounting to USD$ 200 thousand, which has already been cancelled by the Investment Board. Note 3 : According to the regulations of the Investment Commission of the Ministry of Economic Affairs, the upper limit of the cumulative amount of its investment in the mainland is 60% of the net value.
- 67 -
Sinphar Pharmaceutical Co., Ltd. and Subsidiaries
TABLE 6
Information of major shareholders
December 31, 2023
| Shareholders | Shares | Shares |
|---|---|---|
| Total shares owned (In thousands) | Ownership Percentage | |
| XING-DA CAPITAL CORP. | 15,679 | 9.34% |
Note: The main shareholder information in this table is calculated by Taiwan Depository & Clearing Corporation, using total number of ordinary shares and preferred shares held by the shareholders who have completed Sinphar’s dematerialized securities registration and delivery (including treasury shares) is more than 5% on the last business day at the end of each quarter. As for the difference between capital stock recorded in Sinphar's financial report and the number of shares which Sinphar actually have completed the dematerialized securities registration and delivery, may result from computation basis.
- 68 -